China Energy Storage Technology Development Limited — Proxy Solicitation & Information Statement 2019

Nov 27, 2019

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 your 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 Link-Asia International Co. Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges 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.

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Link-Asia International Co. Ltd.

環 亞 國 際 實 業 有 限 公 司

(Incorporated in The Cayman Islands with limited liability)

(Stock code: 1143)

PROPOSAL FOR

REMOVAL OF DIRECTORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

This circular should be read in conjunction with the announcement of the Company dated 19 November 2019 in relation to the requisition for general meeting to remove certain directors of the Company.

A notice convening the extraordinary general meeting (the ‘‘EGM’’) of the Company to be held at 7/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Tuesday, 17 December 2019 at 10:30 a.m. (Hong Kong time) is set out on pages 7 to 8 of this circular.

A form of proxy (the ‘‘Proxy Form’’) for use at the EGM is enclosed with this circular. Whether or not you are able to attend the EGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to office of the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and return of the Proxy Form will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so desire, and in such case, the form of proxy previously submitted shall be deemed to be revoked.

27 November 2019

CONTENTS

	Pages
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . .	7

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following respective meanings:

• ‘‘Announcement’’

the announcement of the Company dated 19 November 2019 in relation to, among others, the requisition for general meeting to remove certain Directors of the Company in the EGM

• ‘‘Articles’’ the articles of association of the Company, as amended, supplemented or modified from time to time

• ‘‘Board’’ the board of Directors

• ‘‘Company’’ Link-Asia International Co. Ltd. (環亞國際實業有限公司), an exempted company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Stock Exchange (Stock Code: 1143)

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘EGM’’ the extraordinary general meeting of the Company to be held at 7/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Tuesday, 17 December 2019 at 10:30 a.m. (Hong Kong time) or any adjournment thereof to consider and, if thought fit, approve the Requisition Resolutions (as defined in the Announcement), the notice of which is set out on pages 7 to 8 of this circular

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘HK$’’ Hong Kong dollars, the lawful currency of Hong Kong

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Latest Practicable Date’’ 24 November 2019, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained herein

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange

• ‘‘SFO’’ Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• ‘‘Share(s)’’

• ordinary share(s) of par value HK$0.001 each in the share capital of the Company

• ‘‘Shareholder(s)’’ the holder(s) of the Share(s)

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DEFINITIONS

‘‘Stock Exchange’’

‘‘%’’

The Stock Exchange of Hong Kong Limited

per cent

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LETTER FROM THE BOARD

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Link-Asia International Co. Ltd. 環 亞 國 際 實 業 有 限 公 司

(Incorporated in The Cayman Islands with limited liability)

(Stock code: 1143)

Executive Directors: Mr. Lin Dailian (Chairman) Mr. Lee Chi Hwa Joshua Mr. Duan Chuanhong

Independent Non-executive Directors: Mr. Bao Jinqiao Mr. Leung Pok Man Mr. Li Huiwu

Registered Office: Clifton House 75 Fort Street PO Box 1350 Grand Cayman KY1-1108 Cayman Islands

Head office and principal place of business in Hong Kong: 16/F, Three Exchange Square 8 Connaught Place Central Hong Kong

27 November 2019

To the Shareholders:

Dear Sir or Madam,

PROPOSAL FOR REMOVAL OF DIRECTORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

(1) INTRODUCTION

The Company announced on 19 November 2019 that it has received a Requisition Notice from the Requisitionist (as defined in the Announcement) requesting the Company to convene a EGM for approving, among others, the following resolutions: (1) the removal of Mr. Lee Chi Hwa Joshua as an executive director of the Company with effect from the date of the EGM; and (2) the removal of Mr. Leung Pok Man as an independent non-executive director of the Company and from any position in any of the committees of the Board with effect from the date of the EGM. Unless the context requires otherwise, capitalised terms used in this circular shall have the same meanings as those defined in the Announcement.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with information regarding (i) the Requisition Notice; and (ii) the notice of the EGM at which the resolutions will be proposed for the Shareholders to consider and, if thought fit, approve such matters.

Shareholders are advised to read this circular thoroughly and carefully before deciding how to vote on the resolutions.

(2) REQUISITION NOTICE

Reference is made to the Announcement of the Company dated 19 November 2019, the Board received the Requisition Notice from the Requisitionist purportedly made pursuant to the Articles, in which the Requisitionist requested the Board to convene an EGM of the Company for considering and, if thought fit, passing, among others, the Requisition Resolutions.

The Board, having considered the details of the Requisition Notice, has resolved to put forward the Requisition Resolutions at the EGM for the Shareholders to consider and, if thought fit, pass the following ordinary resolutions:

• (i) THAT Mr. LEE Chi Hwa Joshua be removed from office as an executive director of the Company with immediate effect; and

• (ii) THAT Mr. LEUNG Pok Man be removed from office as an independent nonexecutive director of the Company and from any position in any of the committees of the board of directors of the Company with immediate effect.

For the avoidance of doubt, Mr. Lee Chi Hwa Joshua and Mr. Leung Pok Man did not consent the issue of the circular, the convening of the EGM and the put forward of the Requisition Resolutions at the EGM.

(3) THE ARTICLES

According to article 64 of the Articles, the Board may, whenever it thinks fit, convene an EGM. Any one or more shareholder(s) holding, at the date of the deposit of the requisition not less than one tenth of the paid-up capital of the Company carrying the right of voting at general meetings of the Company, shall have the right to require an EGM to be called by the Board for the transaction of any business specified in such requisition, and such meeting shall be held within two months after the deposit of such requisition. If within 21 days of the deposit of the requisition notice, the Board fails to proceed to convene the EGM, the requisitionist may himself/herself convene the EGM in the same manner.

Further, according to article 114 of the Articles, the Company may by ordinary resolution remove any Director before the expiration of his/her term of office notwithstanding anything in the Articles or in any agreement between the Company and such Director (but without prejudice to any claim which such Director may have for damages for any breach of any contract between him/her and the Company) and may by ordinary resolution elect another person in his/her stead.

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LETTER FROM THE BOARD

(4) REASONS FOR THE PROPOSED REMOVAL OF DIRECTORS

The Requisition Notice did not set out any reasons and/or grounds for the proposed removal of directors. The Board has made written enquires with the Requisitionist in respect of such reasons and/grounds. As of the Latest Practicable Date, the Requisitionist has not yet provided the requested information to the Board. Accordingly, the Board is not able to provide the Shareholders with any reasons and/or grounds in respect of the proposed removal of directors for consideration.

(5) RECOMMENDATIONS

No recommendation has been made by the Board or the nomination committee of the Company with regard to the proposed removal of certain Directors. Further, the Board is not in a position to comment on whether there is any matter regarding the proposed removal of certain Directors that needs to be brought to the attention of the Shareholders pursuant to the Listing Rules in relation to each of the Directors.

(6) ACTIONS TO BE TAKEN

The proxy form for use at the EGM is enclosed with this circular. Whether or not Shareholders are able to attend the EGM, they are requested to complete the Proxy Form in accordance with the instructions printed thereon and return it to the office of the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as practicable and in any event not later than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the Proxy Form will not preclude Shareholders from attending and voting in person at the EGM or any adjourned meetings (as the case may be) should they so desire.

(7) VOTING AT THE EGM BY WAY OF POLL

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the general meetings must be taken by poll. Therefore, the resolutions set out in the notice of the EGM will be required to be voted by way of poll.

(8) CLOSURE OF REGISTER OF MEMBERS

To ascertain the Shareholders’ entitlement to attend and vote at the EGM, the register of members of the Company will be closed from Thursday, 12 December 2019 to Tuesday, 17 December 2019, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 11 December 2019.

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LETTER FROM THE BOARD

(9) RESPONSIBILITY STATEMENT

This circular, for which the Directors (except Mr. Lee Chi Hwa Joshua and Mr. Leung Pok Man) collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors (except Mr. Lee Chi Hwa Joshua and Mr. Leung Pok Man), having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

By Order of the Board LINK-ASIA INTERNATIONAL CO. LTD. Lin Dailian Chairman and Executive Director

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NOTICE OF EXTRAORDINARY GENERAL MEETING

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Link-Asia International Co. Ltd. 環 亞 國 際 實 業 有 限 公 司

(Incorporated in The Cayman Islands with limited liability)

(Stock code: 1143)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of Link-Asia International Co. Ltd. (the ‘‘Company’’) will be held at 7/F, Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Tuesday, 17 December 2019 at 10:30 a.m. (Hong Kong time) (or any adjourment thereof) to consider and, if thought fit, pass, the following resolutions. Unless otherwise specified, capitalised terms used herein shall have the same meaning as ascribed to them in the circular of the Company dated 27 November 2019 to which this notice forms part.

ORDINARY RESOLUTIONS

• ‘‘(i) THAT Mr. LEE Chi Hwa Joshua be removed from office as an executive director of the Company with immediate effect; and

• (ii) THAT Mr. LEUNG Pok Man be removed from office as an independent nonexecutive director of the Company and from any position in any of the committees of the board of directors of the Company with immediate effect.’’

By Order of the Board LINK-ASIA INTERNATIONAL CO. LTD. Lin Dailian Chairman and Executive Director

Hong Kong, 27 November 2019

Notes:

1. Any member of the Company entitled to attend and vote at the EGM shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the EGM. A proxy need not be a member of the Company. On a poll, votes may be given either personally (or, in the case of a member being a corporation, by its duly authorised representative) or by proxy.

1. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his/her attorney duly authorised in writing or, if the appointor is a corporation, either under its seal or under the hand of an officer, or attorney duly authorised to sign the same.

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NOTICE OF EXTRAORDINARY GENERAL MEETING

1. To be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof.

2. Delivery of a form of proxy will not preclude a member of the Company from attending and voting in person (or , in the case of a member being a corporation, by its duly authorised representative) at the EGM or any adjournment thereof should they so wish and in such event, the form of proxy shall be deemed to be revoked.

3. Where there are joint registered holders of any shares, any one of such persons may vote at the EGM, either personally or by proxy, in respect of such shares as if he were solely entitled thereto; but if more than one of such joint holders be present at the EGM personally or by proxy, that one of the said person as present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

4. The register of members of the Company will be closed from Thursday, 12 December 2019 to Tuesday, 17 December 2019, both days inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 11 December 2019.

5. If Typhoon Signal No. 8 or above, or a ‘‘black’’ rainstorm warning is in effect any time after 11:00 a.m. on the date of the EGM, the meeting will be postponed and further announcement for details of alternative meeting arrangements will be made.

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