ZIJING INTERNATIONAL FINANCIAL HOLDINGS LIMITED THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
Hong Kong Exchange and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.
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 Vinco Financial Group Limited (the ''Company''), you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.
VINCO FINANCIAL GROUP LIMITED
域 高 金 融 集 團 有 限 公 司
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 8340)
GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES, RE-ELECTION OF DIRECTORS
AND
NOTICE OF ANNUAL GENERAL MEETING
A notice convening the annual general meeting of the Company to be held at Units 4909-4910, 49/F, The Center, 99 Queen's Road Central, Hong Kong on Wednesday, 27 April 2016 at 2 : 15 p.m. is set on pages 13 to 17 of this circular.
A form of proxy for the annual general meeting is enclosed with this circular. Whether or not you propose to attend the annual general meeting, you are requested to complete the form of proxy and return the same to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the annual general meeting in order to cast your vote. Completion and delivery of the form of proxy will not preclude you from subsequently attending and voting in person at the annual general meeting or any adjournment thereof should you so wish.
This circular will remain on the ''Latest Company Announcements'' page of the GEM website at www.hkgem.com for at least 7 days from the date of its posting and on the website of the Company at http://www.vinco.com.hk.
29 March 2016
CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET OF THE STOCK EXCHANGE OF HONG KONG LIMITED
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 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.
Page
DEFINITIONS ... ....... ........ ....... ....... ........ ....... ........ ....... ....... 1
LETTER FROM THE BOARD
Introduction . ....... ........ ....... ....... ........ ....... ........ ....... ....... 3
General Mandate to Repurchase Shares .. ........ ....... ........ ....... ....... 4
General Mandate to Issue Shares .. ....... ........ ....... ........ ....... ....... 4
Extend General Mandate to Issue Shares . ........ ....... ........ ....... ....... 4 Re-election of Directors .... ....... ....... ........ ....... ........ ....... ....... 4
Annual General Meeting ... ....... ....... ........ ....... ........ ....... ....... 5
Responsibility Statement . . . ....... ....... ........ ....... ........ ....... ....... 5
Recommendation ... ........ ....... ....... ........ ....... ........ ....... ....... 6
APPENDIX I - Explanatory Statement ..... ........ ....... ........ ....... ....... 7
APPENDIX II - Details of Directors Proposed to be Re-elected 11
Notice of the AGM 13
''2015 Annual Report'' the audited financial statements and the reports of the Directors and auditors of the Company for the year ended 31 December 2015
''AGM'' the annual general meeting of the Company to be held at Units 4909-4910, 49/F, The Center, 99 Queen's Road Central, Hong Kong, on Wednesday, 27 April 2016 at 2 : 15 p.m.
''Articles of
Association''
the articles of association of the Company
''associates'' has the meaning ascribed to it under the GEM Listing Rules ''Board'' the board of Directors
''Company'' Vinco Financial Group Limited
''Director(s)'' the director(s) of the Company
''GEM'' The Growth Enterprise Market of the Stock Exchange ''GEM Listing Rules'' the Rules Governing the Listing of Securities on GEM ''Group'' the Company and its subsidiaries
''HK$'' Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong'' the Hong Kong Special Administration Region of the People's Republic of China
''Issue Mandate'' the issue mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares not exceeding 20% of the issued share capital of the Company as at the date of passing the relevant resolution for approving the issue mandate
''Latest Practicable Date''
22 March 2016, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information for inclusion in this circular
''Repurchase Mandate'' the repurchase mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to repurchase Shares up to a maximum of 10% of the issued share capital of the Company as at the date of passing of the resolution approving the repurchase mandate
Vinco Financial Group Ltd. issued this content on 29 March 2016 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 29 March 2016 10:27:24 UTC
Original Document: http://www.vinco.com.hk/files/GLN20160329065.pdf
