SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment
No. __)
Filed by the
Registrant [X]
Filed by a Party other
than the
Registrant
[ ]
Check the
appropriate box:
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[X]
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Preliminary
Proxy Statement
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Confidential,
for use of the Commission only (as permitted by Rule 14a-6(e) (2)
)
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Definitive
Proxy Statement
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Definitive
Additional Materials
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Soliciting
Material under Rule 14a-12
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China
Finance, Inc.
(Name of
Registrant as Specified In Its Charter)
(Name of
Person(s) Filing Proxy Statement,
if other
than the Registrant)
Payment
of filing fee (check the appropriate box):
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Fee computed on
table below per Exchange Act Rules 14a-6(i) (4) and
0-11.
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1. Title of each class of
securities to which transaction applies:
2. Aggregate number of
securities to which transaction applies:
3. Per unit price or other
underlying value of transaction computed pursuant to Exchange Act Rule
0-11:
4. Proposed maximum
aggregate value of transaction:
5. Total fee
paid:
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[
]
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Fee
paid previously with preliminary
materials.
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Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11
(a) (2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its
filling.
|
1. Amount
Previously Paid:
2. Form, Schedule or
Registration Statement No.:
3. Filing
Party:
4. Date
Filed:
CHINA
FINANCE, INC.
1330
Avenue of the Americas, 21st floor
New
York, NY 10019
(212)
823-0530
NOTICE
OF ANNUAL MEETING OF SHAREHOLDERS
September
_, 2008
To the
Shareholders of China Finance, Inc.:
Notice is hereby given
that the special meeting of shareholders of China Finance, Inc., a Utah
corporation (the “Company”), will be held at the offices of the Company,
1330
Avenue of the Americas, 21st floor New York, NY 10019 , at _____ Eastern Time,
on October ___, 2008, for the following purposes:
1. To
elect three (3) Directors, each to hold office for an indefinite term, and until
his successor is duly elected and qualified.
2. To
transact such other business as may properly come before the meeting or any
adjournments or postponements thereof.
SHAREHOLDERS
ARE REQUESTED TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD IN THE ENCLOSED
ENVELOPE, WHICH NEEDS NO POSTAGE IF MAILED IN THE CONTINENTAL UNITED
STATES.
IMPORTANT
INFORMATION TO HELP YOU UNDERSTAND THE PROPOSALS
You should carefully read
the entire text of the Proxy Statement. We have provided you with a
brief overview of the Proxy Statement using the questions and answers
below.
QUESTIONS
AND ANSWERS
Q:
What am I
being asked to vote on?
A:
You are being
asked to approve the election of three (3) directors of the Company and any
other business which may come before the shareholders of the
Company.
Q.
Why am I
being asked to vote on the Directors?
A:
Each year,
you and the other shareholders of the Company must approve the election of
directors to serve on the Company’s Board of Directors. The Company is holding
its annual shareholder meeting at which directors will be elected. The list of
specific nominees is contained in the enclosed proxy.
Q:
Who is
eligible to vote?
A:
Shareholders
of record at the close of business on [_____], 2008 are entitled to be present
and to vote at the special meeting. Each share of record of the Company is
entitled to one vote (and a proportionate fractional vote for each fractional
share) on each matter presented at the special meeting.
Q:
How do I
ensure that my vote is accurately recorded
?
A:
You may
attend the special meeting and vote in person or you may complete and return the
enclosed proxy card. Proxy cards that are properly signed, dated and received
prior to the special meeting will be voted as specified. If you specify a vote
on either Proposal 1 or 2, your proxy will be voted as you indicate, and any
Proposals for which no vote is specified will be voted FOR that Proposal. If you
simply sign, date and return the proxy card, but do not specify a vote on any of
the Proposals, your shares will be voted FOR all Proposals.
Q:
May I revoke
my proxy?
A:
You may
revoke your proxy at any time before it is voted by forwarding a written
revocation or a later-dated proxy to the Company that is received by the Company
at or prior to the special meeting, or by attending the special meeting and
voting in person.
CHINA
FINANCE, INC.
1330
Avenue of the Americas, 21st floor
New
York, NY 10019
(212)
823-0530
__________________
PROXY
STATEMENT
__________________
ANNUAL
MEETING OF SHAREHOLDERS
To
Be Held October __, 2008
This statement is
furnished in connection with the solicitation of the accompanying proxy by China
Finance, Inc., a Utah corporation (the “Company”), in connection with the
solicitation of proxies from the Company’ shareholders by the Board of Directors
of the Company (the “Board”) to be voted at a Special Meeting of shareholders of
the Company to be held at [____] Eastern time, October __, 2008, and at any
adjournment thereof (the “Meeting”). The Meeting will be held at the Company’s
address
or
at such other place and/or time as the Board may determine in order to
accommodate any significant increase in anticipated attendance at the
Meeting. Notice of any change in the place and/or time of the Meeting
will be given to shareholders of the Company not less than 10 days prior to the
Meeting. Copies of this Proxy Statement were first mailed to
shareholders of the Company on or about [_____], 2008. The Company is
bearing the cost of this proxy.
If the enclosed proxy form
is executed properly and returned in time to be voted at the meeting, the shares
represented will be voted according to the instructions contained therein.
Executed proxies that are unmarked will be voted. Unless instructions
to the contrary are marked thereon, proxies will be voted in favor of each of
the proxy proposals, and in accordance with the discretion of the Board on any
other matter that may properly come before the Meeting. Any
shareholder giving a proxy has the power to revoke it at any time before it is
voted by delivering to the Company either an instrument revoking the proxy or a
duly executed proxy bearing a later date. Proxies may also be revoked
by any shareholder present at the Meeting who expresses a desire to vote his
proxy in person.
The Board has fixed the
close of business on [_____], 2008 (the “Record Date”)as the record date for the
determination of shareholders entitled to notice of, and vote at, the meeting or
any adjournment thereof, and only shareholders of record at the close of
business on that day will be entitled to vote.
As of the Record Date,
there were issued and outstanding 57,671,744 shares of common stock of the
Company (the “Common Stock”). Each share of Common Stock is entitled to one
vote. There is no provision for cumulative voting. Shares
held by shareholders present in person or represented by proxy at the Meeting
will be counted both for the purpose of determining the presence of a quorum and
for calculating the votes cast on the issues before the
Meeting. Shareholders may vote their shares directly in person at the
meeting, by proxy using the enclosed proxy card, or, if the shares are held by a
broker or other fiduciary for the shareholder, then such broker or fiduciary may
vote the shares pursuant to the shareholder’s instructions or pursuant to
discretionary authority, if given by the shareholder. Broker
non-votes (proxies returned by a broker holding shares in street name that are
not voted for or against a proposal) are counted toward the required quorum, but
have the same effect as abstentions with regard to the applicable
proposal(s).
If, by the time scheduled
for the Meeting, a quorum is not present, or if a quorum is present but
sufficient votes in favor of any of the proposals described in the Proxy
Statement are not received, the persons named as proxies may propose one or more
adjournments of the meeting to permit further solicitation of proxies. If a
quorum is present, votes will be taken for the election of directors and on any
proposal or proposals as to which there are sufficient votes for approval; and
the remaining proposal or proposals may be considered at an adjourned meeting or
meetings. Any such adjournment will require the affirmative vote of a
majority of shares present in person or by proxy at the session of the meeting
to be adjourned.
The persons named as
proxies will vote in favor of any such adjournment those proxies which instruct
them to vote in favor of the proposals to be considered at the adjourned
meeting, and will vote against any such adjournment those proxies that instruct
them to vote against or to abstain from voting on all proposals to be considered
at the adjourned meeting.
As of August 31, 2008, the
following persons owned of record, or beneficially, 5% or more of the
outstanding shares of the Company:
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Name
and Address
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Number
of Shares
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Percentage
of Shares
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Juxiang
Ruan
1706-09
Room, Central Tower
Fua
Hua Road
FU
District, Shenzhen, China
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16,709,480
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29.0%
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Zuhong
Xu (1)
1706-09
Room, Central Tower
Fua
Hua Road
FU
District, Shenzhen, China
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8,667,800
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15.0%
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Top
Interest International Limited
1706-09
Room, Central Tower
Fua
Hua Road
FU
District, Shenzhen, China
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7,742,250(1)
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13.4%
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China
U.S. Bridge Capital Limited
Floor
15, Unit 05B
Convention
Plaza Office
Wan
Chai Hong Kong, China
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5,700,000(2)
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9.9%
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Shenzhen
Li Gao Fa Electronics Limited
4/F
North Wondial Building
Keji
South Shenzhen, P.R. China
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5,180,000(3)
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9.0%
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Cede
& Co.
c/o
The Depository Trust Company
55
Water Street 2SL
New
York, New York 10041
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3,398,244
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5.9%
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Xuemei
Fang
202C
Yu Luan
Wanke
City Garden
Ziang
Mei Rd, Shenzen, China 518034
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3,000,000
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5.2%
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Officers
and Directors as a Group
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None
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None
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(1) Top
Interest International Limited has sole voting and dispositive power over
7,742,250 shares of our common stock. Top Interest International Limited owns a
controlling interest (51%) of Shenzhen Li Gao Fa Electronics Limited and is
deemed the beneficial owner of 5,180,000 shares held by Shenzhen Li Gao Fa
Electronics Limited. Zuda Xu is the sole director and shareholder of Top
Interest International Limited and is deemed the beneficial owner of the shares
held by Top Interest.
(2) China
U.S. Bridge Capital Limited has sole voting and dispositive power over 5,700,000
shares of our common stock. China U.S. Bridge Limited owns a controlling
interest (49%) of Shenzhen Li Gao Fa Electronics Limited and has shared voting
and dispositive power over the 5,180,000 shares held by Shenzhen Li Gao Fa
Electronics Limited. By virtue of being the Chief Executive Officer, Manager and
controlling member of, and holder of a 1% interest in, China U.S. Bridge Capital
Limited, Guoqing Yu is deemed the beneficial owner of the shares held by China
U.S. Bridge Capital Limited.
(3)
Shenzhen Li Gao Fa Electronics Limited has shared voting and dispositive power
over the shares held by it.
At the Meeting,
shareholders will be asked to consider and vote upon the
following:
1. To
elect three (3) Directors, each to hold office for an indefinite term, and until
his or her successor is duly elected and qualified.
2. To transact such
other business as may properly come before the meeting or any adjournments or
postponements thereof.
PROPOSAL
ONE
ELECTION
OF DIRECTORS
The By-Laws of the Company
provide that the Board shall consist of not fewer than three Directors or the
minimum number of Directors permitted by applicable Laws nor more than nine
Directors, with the exact
number
being set from time to time by the Board. The Board currently consists of three
directors. The individuals named in the table below have been
nominated by the Board for election as directors, each to hold office until the
next Annual Meeting of Shareholders and until his or her successor is duly
elected and qualified. Each of the nominees has consented to his or her
nomination and has agreed to serve if elected.
The Company became
registered as a closed-end investment company under the Investment Company Act
of 1940, as amended (the “1940 Act”) on June 15, 2007. No registered
investment company may have a board more than 60% of whose members are
“interested persons,” as such term is defined in the 1940 Act. The
Board has determined to ask shareholders to vote on the election of Mrs. Yu (who
is an “interested” director) and the election of Ms. Li and Mr. Yung (who are
not “interested” directors) in accordance with applicable provisions of the
Company’s governing documents, Utah law and the 1940 Act.
If for any reason, any
nominee should not be available for election or able to serve as a director, the
proxies will exercise their voting power in favor of such substitute nominees,
if any, as the Board may designate. The Company has no reason to believe that it
will be necessary to designate a substitute nominee. Each nominee who receives
the affirmative vote of a majority of all votes cast at the Meeting will be
elected so long as a quorum is present.
The Board supervises the
operations of the Company according to applicable state and federal law and is
responsible for the overall management of the Company's business affairs. The
Directors appoint the officers of the Company who carry out the day-to-day
operations of the Company. The following is a list of the current directors and
executive officers of the Company. Each director who is an “interested person”
of the Company, as defined by the 1940 Act, is set forth
separately.
Interested
Director/Nominee
|
Name
and Address
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Position
with Trust,
Term of
Office
and
Tenure
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Principal
Occupation(s) during
past 5 years
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Number
of Portfolios in the Fund Complex Overseen by Director
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Other
Directorships/
Directorships
by
Director
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Ann
Yu
Age:
49
c/o
China Finance, Inc.
1330
Avenue of the Americas, 21st floor, New York, NY 10019
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Director,
CEO&CCO since August 29, 2008
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Director,
CEO and CCO, of China Finance Inc., August 28, 2008 to Present; President
of Shenzhen Hua Yin Guaranty and Investment (“SHY”). June 30, 2008 to
Present; Vice President of SHY, May 2005 to June 2008; Manager
of Risk Management at SHY, August 2004 to June 2008; Manager of Finance
Department of Jin Tian Group Co., Ltd, 1992 to August
2004.
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None
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None
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Independent
Directors/Nominees
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Name
and Address
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Position
with Trust,
Term of
Office
and
Tenure
|
Principal
Occupation(s) during
past 5 years
|
Number
of Portfolios in the Fund Complex Overseen by Director
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Other
Directorships/
Directorships
by
Director
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Yifang
Li
Age:
49
No.
44 New Street,
Xiangcheng
District
Xiangfan
City, Hubei Province, P.R. China
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Nominee
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President
and Secretary of Xiangyang Institute of Business Studies.
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None
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None
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Denming
Yung
Age:
51
No.
7 Yunji Road,
Fandong
District
Xiangfan
City, Hubei Province, P.R. China
|
Nominee
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Manager
of Department of Finance Management of People’s Bank of China, XiangFan
City Center Branch.
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None
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None
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Mrs. Yu would be an
“interested person” of the Company, as defined by the 1940 Act. The
1940 Act limits the percentage of interested persons that can comprise a
company’s board of directors.
The Board met one time
during the fiscal year ended December 31, 2007. All of the nominees
then serving as directors attended the Board meeting in the fiscal year ended
December 31, 2007.
BOARD
COMMITTEES
:
Audit
Committee
: The Company does not have a separately-designated
audit committee; however, the entire board of directors performs the functions
of an audit committee (the “Audit Committee”). The Company’s board
has determined that there is no audit committee financial expert serving on the
Audit Committee. The Audit Committee operates pursuant to an Audit
Committee Charter and meets periodically as necessary. The Audit
Committee oversees the Company' accounting and financial reporting policies and
practices, reviews the results of the annual audits of the Company' financial
statements, and interacts with the Company' independent auditors. The Audit
Committee did not meet during the fiscal year ended December 31,
2007.
The Company has no other
standing committees, including a Compensation Committee. Compensation
for executive officers and directors is determined by the Board of Directors
taking into consideration such person’s skills and experience, among other
factors.
OWNERSHIP
IN COMPANY AFFILIATES
: None of the directors who are independent, nor
members of their immediate families, own securities beneficially or of record in
any of the Company's affiliates.
DIRECTORS'
OWNERSHIP OF COMPANY SHARES
: The following table shows each Director's
and nominee’s beneficial ownership of shares of the Company. Information is
provided as of August 31, 2008.
|
Director
|
Dollar
Range of Company Shares
Owned by Director
|
Aggregate
Dollar Range of Shares of All
Funds Owned by
Director
|
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Ann
Yu
*
|
None
|
None
|
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Yifang
Li
|
None
|
None
|
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Denming
Yung
|
None
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None
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*
Considered “interested persons” of the
Company
|
DIRECTOR
COMPENSATION:
The current members of the Board of Directors are not paid
for their services as a director. Directors are reimbursed for certain approved
expenses incurred in connection with Company business and for certain approved
expenses incurred in connection with attendance at non-telephonic Board meetings
and non-telephonic committee meetings.
The following table sets
forth all cash compensation paid or to be paid by the Company, as well as
certain other compensation paid or accrued, during the fiscal year ended
December 31, 2007 to each currently named executive officer.
|
Name/Position
|
Aggregate
Compensation
|
Pension/Retirement
Benefits Accrued as Part of the Company’s expenses
|
Estimated
Annual Benefits Upon Retirement
|
Total
Compensation
from the Company
|
|
*Ann
Yu, CEO
|
$65,000
|
None
|
None
|
$65,000
|
___________________
*Considered
“interested person” of the Company
OTHER
BOARD MATTERS:
Code
of Ethics
. The Company has adopted a code of ethics, as
required by applicable law, which is designed to prevent affiliated persons of
the Company from engaging in deceptive, manipulative, or fraudulent activities
in connection with securities held or to be acquired by the Company (which may
also be held by persons subject to a code). The code permits
employees and officers of the Company to invest in securities, subject to
certain restrictions and pre-approval requirements. In addition, the
code requires that investment personnel of the Company report their personal
securities transactions and holdings, which are reviewed for compliance with the
code of ethics. The Company has also adopted a Code of Ethics that
applies to our principal executive officer, principal financial officer,
principal accounting officer or controller or persons performing similar
functions.
Annual
Meeting of the Shareholders
. The Company holds an annual
meeting of its shareholders in accordance with its bylaws and applicable
laws.
INDEPENDENT
PUBLIC ACCOUNTANTS
:
Rotenberg & Co., LLP
has been selected to serve as the independent public accounting firm for the
Company; it has served in that capacity since December 2004. A
representative of Rotenberg & Co., LLP is not expected to attend the Meeting
of Shareholders; however, a representative will be available to respond to
appropriate questions as needed.
As described above, our
board of directors performs the duties of an audit committee. Our board of
directors will evaluate and approve, in advance, the scope and cost of the
engagement of an auditor before the auditor renders audit and non-audit
services. We do not rely on pre-approval policies and procedures. During the
fiscal year ended December 31, 2007, 100% of all audit, audit-related, tax and
other services performed by Rotenberg & Co., LLP were approved, in advance,
by our entire board of directors acting as our audit committee. Rotenberg &
Co., LLP was our principal auditor and no work was performed by persons outside
of this firm.
Audit
Fees
.
Rotenberg
& Co., LLP billed $17,500 and $16,000 for professional services rendered by
it for the fiscal years ended December 31, 2007 and December 31, 2006,
respectively, which was for the audit of our annual financial statements for
each of these fiscal years and the review of the interim financial statements
included in our Form 10-QSBs and N-CSRs.
Audit-Related
Fees
. There are no other aggregate fees billed in either of the last two
fiscal years for other audit related services.
Non-Audit
Fees
. Rotenberg & Co., LLP billed $10,975 for consulting
services during the fiscal year ended December 31, 2007. There were
no non-audit fees billed by Rotenberg & Co., LLP for the fiscal year ended
December 31, 2006.
Tax
Fees
. The aggregate fees for professional services rendered by
the principal accountant for tax compliance, tax advice, and tax planning were
$2,200, which was paid to Rotenberg & Co., LLP during the fiscal year ended
December 31, 2007. The Company paid $2,000 to Rotenberg & Co.,
LLP for professional services related to tax compliance and tax advice during
the fiscal year ended December 31, 2006.
All
Other Fees
. Rotenberg & Co., LLP did not provide any
products or render any professional services other than those covered above
under “Audit Fees”, “Audit-Related Fees”, “Tax Fees” and ”Non-Audit Fees” during
the fiscal years ended December 31, 2007 or December 31,
2006.
BOARD
RECOMMENDATION
THE BOARD OF DIRECTORS
UNANIMOUSLY RECOMMENDS THAT SHAREHOLDERS VOTE “FOR” THE ELECTION OF EACH
NOMINEE.
IF
THE PROXY CARD IS PROPERLY EXECUTED BUT UNMARKED, IT WILL BE VOTED FOR ALL THE
NOMINEES.
PROPOSAL
TWO:
OTHER
MATTERS TO COME BEFORE THE SPECIAL MEETING
The Board does not intend
to present any other business at the special meeting, nor is it aware that any
shareholder intends to do so. If, however, any other matters are properly
brought before the special meeting, the persons named in the accompanying proxy
will vote thereon in accordance with their judgment.
GENERAL
INFORMATION
Ownership
of Shares
. According to information filed with the SEC, the
persons shown on the table on Page 2 of this Proxy Statement were the beneficial
owners of more than 5% of each of the Company’ outstanding shares as of the date
indicated.
As of the Record Date, the
directors and officers of the Company, as a group, beneficially owned less than
5% of the outstanding shares.
Submission
of Shareholder Proposals
. The Company has annual meetings of
shareholders. Shareholders wishing to submit proposals for inclusion
in a proxy statement for a subsequent shareholders' meeting should send their
written proposals to Wei Wei at the Company’s address. Shareholder proposals
submitted for inclusion in a proxy statement and form of proxy for the Company's
next annual meeting (or special meeting in lieu thereof) must be submitted
within a reasonable time before the Company begins to print and mail its proxy
materials. Notice of a shareholder proposal submitted outside the processes of
SEC Rule 14a-8 will be considered untimely if not received within a reasonable
time before the Company mails its proxy materials for the current
year.
Shareholder
Communications with Directors
. Shareholders who wish to
communicate with the Board or individual directors should write to the Board or
the particular director at the offices of the Company. All communications will
be forwarded directly to the Board or the individual
director.
Shareholders also have an
opportunity to communicate with the Board at shareholder meetings. The Company
does not have a policy requiring directors to attend shareholder
meetings.
Dissenter’s
Right of Appraisal
. No action will be taken in connection with
the proposal described in this Proxy Statement for which Utah law, our Articles
of Incorporation or Bylaws provide a right of a shareholder to dissent and
obtain appraisal of or payment for such shareholder's
shares.
Section
16(A) Beneficial Ownership Reporting Compliance
. Section 16(a)
of the Securities Exchange Act of 1934 requires the Company's executive officers
and directors, and persons who beneficially own more than ten percent of the
Company’s shares, to file reports of initial ownership and changes in ownership
with the SEC and the Company. To the Company's knowledge, based solely upon
review of the copies of such reports furnished to the Company, all Section 16(a)
filing requirements applicable to its directors, officers and greater than ten
percent owners were complied with during the fiscal year ended December 31,
2007.
Annual
and Semiannual Reports
.
THE
COMPANY WILL FURNISH, WITHOUT CHARGE, A COPY OF ITS MOST RECENT ANNUAL AND
SEMIANNUAL REPORT UPON REQUEST. TO REQUEST THESE DOCUMENTS, PLEASE CONTACT WEI
WEI AT 1330 AVENUE OF THE AMERICAS, 21
ST
FLOOR, NEW YORK, NY 10019 OR
CALL
THE COMPANY AT
(212)
823-0530.
VOTING
INFORMATION
Voting
Rights
. Shareholders of record on the Record Date are entitled
to be present and to vote at the special meeting. Each share or fractional share
is entitled to one vote or fraction thereof on all matters submitted to
shareholders at the special meeting. The Company has one class of common stock,
which has a par value of $0.001 per share. On the Record Date, there
were 57,671,744 shares outstanding.
If the enclosed proxy card
is properly executed and returned in time to be voted at the special meeting,
the shares represented by the proxy card will be voted in accordance with the
instructions marked on the proxy card. If you specify a vote on any Proposal,
your proxy will be voted as you indicated, and any Proposal for which no vote is
specified will be voted FOR that Proposal. If no instructions are marked on the
proxy card, the proxy will be voted FOR each proposal. Any shareholder giving a
proxy has the power to revoke it prior to its exercise by submitting a letter of
revocation or a later dated proxy card to the Company at the address indicated
on the enclosed envelope provided with this Proxy Statement.
In tallying shareholder
vote, abstentions and “broker non-votes” (i.e. shares held by brokers or
nominees as to which (i) instructions have not been received from the beneficial
owners or the persons entitled to vote and (ii) the broker or nominee returns
the proxy but declines to vote on a particular matter) will be counted as shares
that are present for purposes of determining the presence of a quorum but which
have not been voted. Accordingly, abstentions and broker non-votes will be
effectively a vote against Proposals 1 and 2.
Quorum;
Adjournment
. A quorum is constituted by the presence in person
or by proxy of the holders of more than half of the total combined value of all
Shares issued and outstanding and entitled to vote at the special meeting. In
the event that a quorum is not present at the special meeting or in the event
that a quorum is present but sufficient votes to approve any of the proposals
are not received, or for any other reason, the persons named as proxies may
propose one or more adjournments of the special meeting to permit further
solicitation of proxies. Any such adjournment will require the affirmative vote
of a majority of those shares represented at the special meeting in person or by
proxy and voting on the question of adjournment. The persons named as proxies
will vote those proxies which they are entitled to vote FOR any such proposal in
favor of such an adjournment and will vote those proxies required to be voted
AGAINST any such proposal against any such adjournment. Abstentions and broker
non-votes will have no effect on the outcome of a vote on adjournment. A
shareholder vote may be taken on one or more of the proposals in this Proxy
Statement prior to any such adjournment if sufficient votes have been received
for approval and it is otherwise appropriate.
Shareholder
Vote Required
. Proposal 1 requires the vote of a plurality of the
votes cast at the meeting. The three nominees receiving the highest
number of affirmative votes cast at the meeting will be elected so long as a
quorum is present. In the event that a quorum is present at the
Meeting but sufficient votes in favor of any one of the proposals have not been
received, the persons named as proxies may propose one or more adjournments of
the meeting to permit further solicitation of proxies. Any such adjournment will
require the affirmative vote by a majority of the shares present in person or by
proxy at the Meeting. The persons named as proxies will vote in favor of such
adjournment those proxies that are required to be voted in favor of any one of
proposals 1 or 2. They will vote against such adjournment those proxies required
to be voted against all of the proposals.
IT
IS IMPORTANT THAT PROXIES BE RETURNED PROMPTLY. SHAREHOLDERS ARE THEREFORE URGED
TO COMPLETE, SIGN, DATE AND RETURN THE PROXY CARD AS SOON AS POSSIBLE IN THE
ENCLOSED POSTAGE-PAID ENVELOPE.
INSTRUCTIONS
FOR SIGNING PROXY CARDS
The
following general rules for signing proxy cards may be of assistance to you and
avoid the time and expense to the Company involved in validating your vote if
you fail to sign your proxy card properly.
1.
Individual
Accounts
: Sign your name exactly as it appears in the registration on the
proxy card.
2.
Joint
Accounts
: Either party may sign, but the name of the party signing should
conform exactly to the name shown in the registration on the proxy
card.
3.
Other
Accounts
: The capacity of the individual signing the proxy card should be
indicated unless it is reflected in the form of registration.
CHINA
FINANCE, INC.
1330
Avenue of the Americas, 21st floor
New
York, NY 10019
Proxy
for the Annual Meeting of Shareholders – October __, 2008
Solicited
on behalf of the Board of Directors
By
signing below, the undersigned revokes all prior proxies and appoints Wei Wei as
proxy and authorizes him to vote, as specified below, all shares of common stock
that the undersigned is entitled to vote at the Special Meeting of Shareholders
of China Finance, Inc. (the “Company”), to be held at the offices of the
Company, 1330 Avenue of the Americas, 21
st
floor, New York, NY 10019, on October ____, 2008 at [______] Eastern Standard
Time, and at any adjournment or postponement of the meeting.
The
Board of Directors recommends a vote FOR the proposal set forth below, and
unless instructions to the contrary are indicated in the space provided below,
this proxy will be voted FOR the proposal set forth below.
Please
date, sign and return this proxy promptly. If you plan to attend the
meeting, please indicate in the space provided on the reverse side.
1.
Approval of the
election of the following three (3) nominees for director: Ann Yu,
Yifang Li and Denming Yung
|
[
]
|
FOR the election of
all of the nominees listed
above
|
|
|
WITHHOLD AUTHORITY
to vote for all of the nominees listed
above
|
|
|
WITHHOLD AUTHORITY
to vote for all of an individual nominee(s). Write name(s)
immediately below:
|
The
proxy named herein is authorized to act and vote in his discretion on any and
all other matters as may properly come before the Special Meeting or any
adjournment or postponement thereof. At this time, the persons making
this solicitation know of no other matters to be presented at the Special
Meeting.
IMPORTANT: TO
BE SIGNED AND DATED ON THE REVERSE SIDE
Please
return this card in the self-addressed envelope provided.
|
[
]
|
MARK
HERE FOR ADDRESS CHANGE
AND
NOTE AT LOWER RIGHT
|
|
[
]
|
MARK
HERE IF YOU PLAN TO
ATTEND
THE MEETING
|
If you
attend the meeting, you will be accompanied by
_________________________.
Shareholder ____________________Dated
__________
Signature(s): ____________________Dated:__________
Please
sign exactly as name appears on this Proxy. Joint owners each should
sign. When signing as attorney, executor, administrator, trustee or
guardian, please give the full title. If signing in the name of a
corporation or partnership, please sign full corporate or partnership name and
indicate title of authorized signatory.
Address
change: ____________________________________
China Finance (CE) (USOTC:CHFI)
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