Proceedings

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IN THE MATTER OF THE SECURITIES ACT,
R.S.O. 1990, c. S.5 AS AMENDED

- AND -

IN THE MATTER OF
SINO-FOREST CORPORATION, ALLEN CHAN, ALBERT IP, ALFRED C.T. HUNG,
GEORGE HO AND SIMON YEUNG

NOTICE OF HEARING
Section 144



    WHEREAS on August 26, 2011, the Ontario Securities Commission (the "Commission") issued a temporary order pursuant to sections 127(1) and 127(5) of the Securities Act, R.S.O. 1990, c. S.5, as amended (the "Act") and an order pursuant to section 144(1) of the Act varying the prior order (together the “Temporary Order”);

    AND WHEREAS the Temporary Order ordered that all trading in the securities of Sino-Forest Corporation (“Sino-Forest”) shall cease and that all trading by Allen Chan, Albert Ip, Alfred C.T. Hung, George Ho and Simon Yeung (the “Individual Respondents”) in securities shall cease;

    AND WHEREAS on September 8, 2011, the Temporary Order was extended by order of the Commission until January 25, 2012;

    AND WHEREAS on September 15, 2011, the Temporary Order was further varied by order of the Commission pursuant to section 144(1) of the Act in the matter of Canadian Derivatives Clearing Corporation (the “CDCC Order”) but otherwise remained in effect, unamended except as expressly provided in the CDCC Order;

    AND WHEREAS on January 23, 2012, the Temporary Order was extended by order of the Commission until April 16, 2012;

    AND WHEREAS on March 30, 2012, Sino-Forest applied in front of the Superior Court of Justice (Ontario) for protection under the Companies’ Creditors Arrangement Act, RSC 1985, c. C-36, as amended (the “CCAA Proceedings”);

    AND WHEREAS on April 13, 2012, the Temporary Order was extended by order of the Commission until July 16, 2012;

    AND WHEREAS on July 12, 2012, the Temporary Order was extended by order of the Commission until October 10, 2012;

    AND WHEREAS Sino-Forest and the court appointed monitor in the CCAA Proceedings (the “Monitor”) intend, as part of the CCAA Proceedings and with the approval of the Superior Court of Justice (Ontario) (the “CCAA Court”), to distribute various meeting materials as contemplated by the Order of the CCAA Court made on August 31, 2012 which materials include a Notice of Meeting and Information Circular along with proxy materials and any amendments and supplements thereto (collectively, the “CCAA Materials”) to all potential creditors, including security holders of Sino-Forest;

    AND WHEREAS the distribution of the CCAA Materials could be considered an act in furtherance of a trade of the securities of Sino-Forest;

    TAKE NOTICE THAT the Commission will hold a hearing (the “Hearing”) pursuant to subsection 144(1) of the Act in the Large Hearing Room of the Commission, 20 Queen Street West, 17th Floor, commencing on September 18, 2012 at 2 p.m., or as soon thereafter as the Hearing can be held;

    TO CONSIDER whether it is in the public interest for the Commission:

  1. to vary the Temporary Order pursuant to subsection 144(1) of the Act to permit Sino-Forest and the Monitor to distribute the CCAA Materials; and
  2. to make such further orders as the Commission considers appropriate;

    BY REASON OF the recitals set out in the Temporary Order and such allegations and evidence as counsel may advise and the Commission may permit;

    AND TAKE FURTHER NOTICE that any party to the proceedings may be represented by counsel at the Hearing;

    AND TAKE FURTHER NOTICE that upon failure of any party to attend at the time and place aforesaid, the Hearing may proceed in the absence of that party and such party is not entitled to further notice of the proceeding.

    DATED at Toronto this 14th day of September, 2012.

 

" Josėe Turcotte " per
John Stevenson
                    Secretary to the Commission