EX-99.3 4 xrf-ex993_69.htm EX-99.3 xrf-ex993_69.htm

Exhibit 99.3

 

Time Sensitive

Materials

 

Depositary's Notice of

Annual General Meeting of Shareholders of

China Rapid Finance Limited

 

ADSs:

American Depositary Shares evidenced by American Depositary Receipts (“ADRs”).

ADS CUSIP No.:

16953Q204.

ADS Record Date:

June 18, 2020 (New York City time).

Meeting Specifics:

Annual General Meeting to be held on July 17, 2020 at 10:00 a.m. (local time), at Room 7-705, Zhongjidasha Plaza, 819-1 Yinxianglu Road, Nanxiang Township, Jiading District, Shanghai 201802, People’s Republic of China (the “Meeting”).

Meeting Agenda:

Please refer to the Company’s Notice of Meeting enclosed herewith (For more information regarding the Meeting and to view the Meeting materials, please visit the Company's website at http://ir.crfchina.com/.

ADS Voting

Instructions Deadline:

On or before 10:00 a.m. (New York City time) on July 13, 2020.

Deposited Securities:

Fully Paid Class A Ordinary Shares, par value US$0.0001 per share, of China Rapid Finance Limited, an exempted company registered in the Cayman Islands (the “Company”).

ADS Ratio:

10 Fully Paid Class A Ordinary Share to 1 ADS.

Depositary:

Citibank, N.A.

Custodian(s) of

Deposited Securities:

Citibank, N.A, Hong Kong.

Deposit Agreement:

Deposit Agreement, dated as of May 4, 2017, by and among the Company, the Depositary and all Holders and Beneficial Owners, as amended by Amendment No.1 to the Deposit Agreement, dated as of November 15, 2019.

 

 

To be counted, your Voting Instructions need to be received by the Depositary prior to

10:00 a.m. (New York City time) on July 13, 2020.

 

Note that if you do not timely return the Voting Instructions to the Depositary, the

Deposited Securities represented by your ADSs may

nevertheless be voted upon the terms set forth in the Deposit Agreement.


The Company has announced that an Annual General Meeting of Shareholders will be held at the date, time and location identified above. A copy of the Notice of Meeting from the Company which includes the agenda for such Meeting is enclosed.*

Holders of ADSs wishing to give voting instructions to the Depositary must sign, complete and return the enclosed Voting Instructions prior to the ADS Voting Instructions Deadline in the enclosed pre-addressed envelope.

The Depositary has been advised by the Company that the Fourth Amended and Restated Memorandum and Articles of Association of the Company (the "Articles of Association") provide that voting at any general meeting of shareholders is by a poll.

Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date (and, if so required by the Company, who also hold the ADSs as of the applicable share record date) of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder's ADSs in accordance with the voting instructions received from the Holders of ADSs. If the Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (A) the Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of Deposited Securities may be materially adversely affected.

Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated in the Deposit Agreement. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder's ADSs, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except as otherwise contemplated in the Deposit Agreement). Notwithstanding anything else contained in the Deposit Agreement, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.

The information contained herein with respect to the Meeting has been provided by the Company. Citibank, N.A. is forward-ing this information to you solely as Depositary and in accordance with the terms of the Deposit Agreement and disclaims any responsibility with respect to the accuracy of such information. Citibank, N.A. does not, and should not be deemed to, express any opinion with respect to the proposals to be considered at the Meeting. The rights and obligations of Holders and Beneficial Owners of ADSs, the Company and the Depositary are set forth in their entirety in the Deposit Agreement and summarized in the American Depositary Receipts. If you wish to receive a copy of the Deposit Agreement, please contact the Depositary at the number set forth below.

If you have any questions, please contact Citibank, N.A. - ADR Shareholder Services at 1-877-CITI-ADR (1-877-248-4237).

Citibank, N.A., as Depositary

 

*As set forth in the Deposit Agreement, Holders of record of ADSs as of the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company, and the provisions of or governing the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, pertaining to the Deposited Securities represented by such Holders’ ADSs.