01e_1109059cover.pm6

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should
consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional
accountant, or other professional adviser.
If you have sold or transferred all your shares in China Leason Investment Group Co., Limited (the
“Company”), you should at once hand this circular together with the accompanying form of proxy to
the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or
transfer was effected for transmission to the purchaser or transferee.
This circular appears for information purposes only and does not constitute an invitation or offer toacquire, purchase or subscribe for securities.
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited takeno responsibility for the contents of this circular, make no representation as to its accuracy orcompleteness and expressly disclaim any liability whatsoever for any loss howsoever arising from orin reliance upon the whole or any part of the contents of this circular.
CHINA LEASON INVESTMENT GROUP CO., LIMITED
中 國 聯 盛 投 資 集 團 有 限 公 司
(Incorporated in the Cayman Islands with limited liability) (Stock Code: 08270)
PROPOSED CHANGE OF COMPANY NAME
NOTICE OF EXTRAORDINARY GENERAL MEETING
Terms used in this cover page have the same meanings as defined in this circular.
A notice of EGM to be held at Conference Room, Building 27-2, Yard No. 1, Disheng North Street,Beijing Economic – technological Development Area, Beijing, PRC on 17 October 2011, (Monday)at 10:30 a.m. is set out on pages 6 to 7 of this circular. A form of proxy for use thereat is alsoenclosed. Whether or not you are able to attend and vote at the EGM, you are requested to completeand return the accompanying form of proxy in accordance with the instructions printed thereon anddeposit the same at the offices of the Company’s branch share registrar and transfer office in HongKong, Tricor Tengis Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, HongKong not less than 48 hours before the time appointed for the holding of the EGM or any adjournmentthereof. Completion and return of the form of proxy will not preclude you from subsequently attendingand voting at the meeting or any adjournment thereof (as the case may be), should you so wish.
CHARACTERISTICS OF GEM
GEM has been positioned as a market designed to accommodate companies to which a higher
investment risk may be attached than other companies listed on the Main Board of the Stock
Exchange. Prospective investors should be aware of the potential risks of investing in such
companies and should make the decision to invest only after due and careful consideration. The
greater risk profile and other characteristics of GEM mean that it is a market more suited to
professional and other sophisticated investors.
Given the emerging nature of companies listed on GEM, there is a risk that securities traded on
GEM may be more susceptible to high market volatility than securities traded on the main
board of the Stock Exchange and no assurance is given that there will be a liquid market in the
securities traded on GEM.
CONTENTS
DEFINITIONS .
LETTER FROM THE BOARD
Conditions for the Change of Company Name .
Reason for the Change of Company Name .
NOTICE OF EXTRAORDINARY GENERAL MEETING .
DEFINITIONS
In this circular, the following expressions shall have the meanings set out below unless the contextrequires otherwise: the proposed change of the English name of the Company from “China Leason Investment Group Co., Limited” to“China Leason CBM & Shale Gas Group Company Limited”and the Chinese name of the Company from “中國聯盛投資集團有限公司” to “中國聯盛煤層氣頁岩氣產業集團有限公司”; China Leason Investment Group Co., Limited, a companyincorporated in the Cayman Islands with limited liability,the issued Shares of which are listed on the GEM; the extraordinary general meeting to be convened by the Company at Conference Room, Building 27-2, Yard No. 1,Disheng North Street, Beijing Economic – technologicalDevelopment Area, Beijing, PRC on 17 October 2011,(Monday) at 10:30 a.m. for the purpose of seeking approvalof the Shareholders on the Change of Company Name; the Growth Enterprise Market of the Stock Exchange; the Rules Governing the Listing of Securities on GEM; the Hong Kong Special Administrative Region of thePeople’s Republic of China; 16 September 2011, being the latest practicable date prior to the printing of this circular for the purpose of ascertainingcertain information for inclusion in this circular; the People’s Republic of China, which, for the purposes ofthis circular, excludes Hong Kong, the Macau SpecialAdministrative Region of the PRC and Taiwan; the Securities and Futures Ordinance (Chapter 571 of thelaws of Hong Kong) as amended, supplemented and/ormodified from time to time; DEFINITIONS
ordinary share(s) of HK$0.01 each in the share capital ofthe Company; The Stock Exchange of Hong Kong Limited; and Hong Kong dollars, the lawful currency of Hong Kong.
LETTER FROM THE BOARD
CHINA LEASON INVESTMENT GROUP CO., LIMITED
中 國 聯 盛 投 資 集 團 有 限 公 司
(Incorporated in the Cayman Islands with limited liability) (Stock Code: 08270)
Independent non-executive Directors: 62 Mody RoadTsim Sha Tsui EastKowloonHong Kong PROPOSED CHANGE OF COMPANY NAME
NOTICE OF EXTRAORDINARY GENERAL MEETING
INTRODUCTION
The purpose of this circular is to provide you with information to make an informed decision regardingthe resolution to be proposed at the EGM and to give you notice of the EGM. A special resolutionwill be proposed at the EGM relating to the proposed Change of Company Name.
PROPOSED CHANGE OF COMPANY NAME
The Board announced on 26 July 2011 that it proposes to change the English name of the Companyfrom “China Leason Investment Group Co., Limited” to “China Leason CBM & Shale Gas GroupCompany Limited” and the Chinese name of the Company from “中國聯盛投資集團有限公司” to“中國聯盛煤層氣頁岩氣產業集團有限公司”.
LETTER FROM THE BOARD
The Registrar of Companies in the Cayman Islands has granted approval for the use by the Companyof the proposed English name of “China Leason CBM & Shale Gas Group Company Limited” andthe proposed Chinese name of “中國聯盛煤層氣頁岩氣產業集團有限公司”.
CONDITION FOR THE CHANGE OF COMPANY NAME
The Change of Company Name is subject to the passing of a special resolution by the Shareholders atthe EGM approving the Change of Company Name.
The relevant filings with the Registrar of Companies in the Cayman Islands will be made after thepassing of the special resolution at the EGM.
Subject to satisfaction of the condition as set out above, the Change of Company Name will takeeffect from the date on which the Registrar of Companies in the Cayman Islands enters the new nameof the Company on the register in place of the former name. The Registrar of Companies in theCayman Islands shall issue a certificate of incorporation on change of name thereafter. The Companywill then carry out the necessary filing procedures with the Companies Registry in Hong Kong.
The Company will make a further announcement to inform the Shareholders as to when the Changeof Company Name becomes effective.
The stock short name of the Company shall remain unchanged.
REASON FOR THE CHANGE OF COMPANY NAME
The Board considers that the Change of Company Name will provide the Company with a moreappropriate identification of the principal business of the Group as a fully vertical integrated coalbedmethane company.
The Board considers that the Change of Company Name is in the interests of the Company and theShareholders as a whole.
EFFECT OF CHANGE OF COMPANY NAME
The Change of Company Name will not affect any of the rights of the Shareholders. All existingshare certificates of the Company in issue bearing the existing English and Chinese names of theCompany will, after the Change of Company Name becoming effective, continue to be effective andas documents of title to the Shares and will continue to be valid for trading, settlement, registrationand delivery purposes. Accordingly, there will not be any arrangement for free exchange of the existingshare certificates for new share certificates bearing the new English and Chinese names of the Company.
Upon the Change of Company Name becoming effective, new share certificates of the Company willbe issued under the new English and Chinese names of the Company.
LETTER FROM THE BOARD
EXTRAORDINARY GENERAL MEETING
At the EGM, a special resolution approving the Change of Company Name will be proposed. If youare not able to attend the EGM in person, please complete and return the accompanying form ofproxy in accordance with the instructions printed thereon as soon as possible and in any event notlater than 48 hours before the time for the EGM or any adjournment thereof to the branch shareregistrar of the Company in Hong Kong, Tricor Tengis Limited at 26th Floor, Tesbury Centre,28 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the form of proxy will notpreclude you from attending and voting in person at the EGM or any adjournment thereof should youso wish.
RECOMMENDATION
The Directors believe that the proposed Change of Company Name is in the interests of the Companyand the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote infavour of the special resolution approving the Change of Company Name at the EGM by way of poll.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includesparticulars given in compliance with the GEM Listing Rules for the purpose of giving informationwith regard to the Company. The Directors, having made all reasonable enquiries, confirm that to thebest of their knowledge and belief the information contained in this circular is accurate and completein all material respects and not misleading or deceptive, and there are no other matters the omissionof which would make any statement herein or this circular misleading.
China Leason Investment Group Co., Limited
WANG ZHONG SHENG
NOTICE OF EXTRAORDINARY GENERAL MEETING
CHINA LEASON INVESTMENT GROUP CO., LIMITED
中 國 聯 盛 投 資 集 團 有 限 公 司
(Incorporated in the Cayman Islands with limited liability) (Stock Code: 08270)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of China Leason Investment
Group Co., Limited (the “Company”) will be held at Conference Room, Building 27-2, Yard No. 1,
Disheng North Street, Beijing Economic – technological Development Area, Beijing, PRC on
17 October 2011, (Monday) at 10:30 a.m. for the purpose of considering as special business and, if
thought fit, passing the following resolution as a special resolution with or without amendments:
SPECIAL RESOLUTION
the English name of the Company be and is changed from “China Leason Investment GroupCo., Limited” to “China Leason CBM & Shale Gas Group Company Limited” and the Chinesename of the Company from “中國聯盛投資集團有限公司” to “中國聯盛煤層氣頁岩氣產業集團有限公司”, and the directors of the Company be and are hereby authorised to do allsuch acts and things and execute all documents they consider necessary or expedient to effectthe aforesaid change of the English name and the Chinese name of the Company.” China Leason Investment Group Co., Limited
WANG ZHONG SHENG
Registered office:Cricket SquareHutchins DriveP.O. Box 2681Grand Cayman, KY1-1111Cayman Islands Principal place of business in Hong Kong:Room 802 Wing On Plaza62 Mody RoadTsim Sha Tsui EastKowloonHong Kong NOTICE OF EXTRAORDINARY GENERAL MEETING
Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another personas his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appointmore than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of theCompany. On a poll, votes may be given either personally or by proxy.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney dulyauthorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer,attorney or other person authorized to sign the same.
To be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or otherauthority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall bedelivered to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the timeappointed for holding the Meeting or any adjournment thereof.
No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the dateof its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereofin cases where the Meeting was originally held within 12 months from such date.
Where there are joint holders of any shares, any one of such joint holders may vote at the Meeting, either in personor by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such jointholders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall beaccepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determinedby the order in which the names stand in the Register of Members of the Company in respect of the joint holding.
Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending andvoting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy shouldbe deemed to be revoked.
As at the date of this notice of EGM, the board of directors of the Company comprises eight Directors, namely:Mr. Wang Zhong Sheng, Mr. Shi Liang, Mr. Zhang Qing Lin, Mr. Fu Shou Gang and Mr. Feng San Li as executiveDirectors; Mr. Luo Wei Kun, Ms. Pang Yuk Fong and Mr. Wang Zhi He as independent non-executive Directors.

Source: http://www.ilinkfin.net/china_leason/document_e/cicular/ew_08270cir-20110920.pdf