SCHEDULE
14A INFORMATION
Proxy
Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
(Amendment
No. __)
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Filed by the Registrant
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x
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Filed by a Party other than the Registrant
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o
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Check the
appropriate box:
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o
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Preliminary Proxy Statement
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o
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Confidential, for use of the Commission only (as permitted by Rule
14a-6(e) (2) )
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x
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Definitive Proxy Statement
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o
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Definitive Additional Materials
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o
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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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x
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No fee
required.
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o
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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:
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o
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Fee paid
previously with preliminary materials.
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o
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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.
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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
30, 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 10:00 a.m. Eastern Time, on October
29, 2008, for the following purposes:
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1.
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To
elect three (3) Directors, each to hold office for an indefinite term, and
until his successor is duly elected and
qualified.
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2.
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To
transact such other business as may properly come before the meeting or
any adjournments or postponements
thereof.
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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 September 30, 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 29, 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 10:00 a.m. Eastern time, October 29,
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 September 30, 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 September 30, 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:
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1.
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To
elect three (3) Directors, each to hold office for an indefinite term, and
until his or her successor is duly elected and
qualified.
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2.
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To
transact such other business as may properly come before the meeting or
any adjournments or postponements
thereof.
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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
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Name
and Address
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Position
with Company, 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 Company 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 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 Company, 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 Company 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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Director
since June 2007
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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
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Director
since June 2007
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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
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Dollar
Range of Company Shares Owned by Director
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Aggregate
Dollar Range of Shares of All Funds Owned by Director
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Ann Yu
*
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None
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None
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Yifang
Li
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None
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None
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Denming
Yung
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None
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None
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*
Considered
“interested persons” of the Company
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DIRECTOR COMPENSATION:
The
current members of the Board of Directors are not paid for their services as a
director. Directors are reimbursed for approved travel related expenses such as
transportation and meals incurred in connection with Company business or 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, (i) during the
fiscal year ended December 31, 2007 to each currently named executive
officer
and
(ii) during the fiscal year to end December 31, 2008 to each current named
executive officer
.
|
Name/Position
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Aggregate
Compensation
|
Pension/Retirement
Benefits Accrued as Part of the Company’s expenses
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Estimated
Annual Benefits Upon Retirement
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Total
Compensation from the Company
|
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*
Zhiyong Xu, CEO, CCO
& Secretary
|
$180,000
|
None
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None
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$180,000
|
|
**
Ann Yu, CEO, CCO
& Secretary
|
$22,207
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None
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None
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$22,207
|
___________________
*
Was “interested person” of
the Company. Effective as of August 28, 2008, Mr. Xu resigned as a
director and officer of the Company. For the fiscal year ended December
31, 2007, Mr. Xu was compensated solely for his role as CEO, CCO and Secretary
of the Company and not for his role as a director of the Company.
**
Considered “interested
person” of the Company.
Ms. Yu replaced
Mr. Xu as a director and officer of the Company effective as of August 29,
2008.
Ms. Yu is compensated solely for her role as CEO, CCO
and Secretary of the Company and not for her role as a director 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.
Service of Legal Process on
Non-Resident
Directors
. All of the Directors of the Company have a
substantial portion of their assets located outside the United
States. As a result, it may not be possible to effect service of
process within the United States or elsewhere outside China upon the directors
named in this proxy, including with respect to matters arising under U.S.
federal securities laws or applicable state securities laws. Moreover, the
Company has been advised by the Company’s Chinese legal counsel that China does
not have treaties with the United States or many other countries providing for
the reciprocal recognition and enforcement of court judgments. As a result,
recognition and enforcement in China of judgments of a court of the United
States or any other jurisdiction, including judgments against the Company or its
directors may be difficult or impossible.
INDEPENDENT PUBLIC
ACCOUNTANTS
:
Rotenberg & Co., LLP, a public
accounting firm registered with the Public Company Accounting Oversight Board,
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 by telephone 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 29, 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 29, 2008 at 10:00 a.m. 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.
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1.
|
Approval
of the election of the following three (3) nominees for
director: Ann Yu, Yifang Li and Denming
Yung
|
|
o
|
FOR
the election of all of the nominees listed
above
|
|
o
|
WITHHOLD
AUTHORITY to vote for all of the nominees listed
above
|
|
o
|
WITHHOLD
AUTHORITY to vote for 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.
|
o
|
MARK
HERE FOR ADDRESS CHANGE
|
o
|
MARK
HERE IF YOU PLAN TO
|
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: ____________________________________