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China Energy Storage Technology Development Limited Proxy Solicitation & Information Statement 2020

Nov 9, 2020

49722_rns_2020-11-09_5e24a0fd-71cd-441f-838d-572b85b5dc5d.pdf

Proxy Solicitation & Information Statement

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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 licensed securities dealer 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. (the ‘‘Company’’), you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer 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)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in this circular unless otherwise stated.

A letter from the Board is set out on pages 2 to 5 of this circular.

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 Wednesday, 2 December 2020 at 10:00 a.m. (Hong Kong time) is set out on pages 6 to 7 of this circular. A form of proxy for use at the EGM is enclosed with this circular. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk).

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 form of proxy 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.

PRECAUTIONARY MEASURES FOR THE EGM

Please see page 8 of this circular for measures being taken to try to prevent and control the spread of the coronavirus disease 2019 (COVID-19) at the EGM, including:

  • . compulsory body temperature checks;

  • . wearing of a surgical face mask for each attendee; and

  • . no distribution of corporate gift or refreshment.

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the meeting venue. The Company strongly recommends Shareholders that they may appoint the chairman of the EGM as their proxy to vote on the relevant resolution(s) at the EGM as an alternative to attending the EGM in person.

10 November 2020

CONTENTS

Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
PRECAUTIONARY MEASURES FOR THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

– i –

DEFINITIONS

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

  • ‘‘Announcement’’ the announcement of the Company dated 2 November 2020 in respect of the Change of Company Name

  • ‘‘Board’’ the board of Directors

  • ‘‘Change of Company Name’’ the proposed change of the English name of the Company from ‘‘Link-Asia International Co. Ltd.’’ to ‘‘Link-Asia International MedTech Group Limited’’ and to change the dual foreign name in Chinese of the Company from ‘‘環亞 國際實業有限公司’’ to ‘‘環亞國際醫療科技集團有限公司’’

  • ‘‘Company’’ Link-Asia International Co. Ltd., a 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)’’ 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 Wednesday, 2 December 2020 at 10:00 a.m. (Hong Kong time) or any adjournment thereof to consider and, if thought fit, approve, the Change of Company Name, the notice of which is set out on pages 6 to 7 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

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

  • ‘‘Share(s)’’ ordinary share(s) of HK$0.02 each in the share capital of the Company

  • ‘‘Shareholder(s)’’ holder(s) of the issued Shares ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

– 1 –

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: LIN Dailian (Chairman) WANG Guozhen DUAN Chuanhong XIA Xiaobing

Independent non-executive Directors: LI Huiwu YANG Weidong

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

10 November 2020

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 2 November 2020. The purpose of this circular is to provide you with information in respect of the resolution to be proposed at the EGM for the Change of Company Name; and the notice of the EGM to be convened and held for the purpose of considering and, if thought fit, approving the Change of Company Name.

– 2 –

LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

The Board announced on 2 November 2020 that it proposed to change the English name of the Company from ‘‘Link-Asia International Co. Ltd.’’ to ‘‘Link-Asia International MedTech Group Limited’’ and to change the dual foreign name in Chinese of the Company from ‘‘環亞 國際實業有限公司’’ to ‘‘環亞國際醫療科技集團有限公司’’ subject to the conditions set out below being fulfilled.

Conditions for the Change of Company Name

The Change of Company Name is subject to the fulfilment of the following conditions:

  • (i) the passing of a special resolution by the Shareholders of the Company approving the Change of Company Name at the EGM of the Company; and

  • (ii) the approval of the Registrar of Companies in the Cayman Islands obtained for the Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Change of Company Name will take effect upon the date on which the Registrar of Companies in the Cayman Islands enters the new English name of the Company on the register of companies in place of the former English name and dual foreign name and issues a certificate of incorporation on change of name. The Company will then comply with the necessary registration and/or filing procedures with the Companies Registry in Hong Kong.

Reasons for the Change of Company Name

The adverse impact brought by coronavirus disease 2019 (COVID-19) on the global economy is still ongoing, and the global travel restrictions, border control and quarantine arrangements have hit and posed an adverse impact on the Group’s electronic manufacturing business and real estate supply chain services in Southeast Asia.

In view of the challenges, the Board and the management of the Company are not only dedicated to developing the Group’s existing core businesses but are actively exploring new business growth. The middle class have a strong demand for high-end medical and health services such as assisted reproduction and stem cell medical treatment based on the Group’s research. The Board also believes that there are considerable market potential and admirable development prospects in assisted reproduction, stem cell medical treatment and related products.

The Board considers that the Change of Company Name will better reflect the business nature and strategic direction of future development of the Group. The Board also believes that the new English and Chinese names can provide the Company with a new corporate image and identity which will benefit the Company’s business development and is in the best interests of the Company and Shareholders as a whole.

– 3 –

LETTER FROM THE BOARD

Effect of the Change of Company Name

The Change of Company Name will not affect the rights of any Shareholder or the Company’s daily business operation and its financial position. All existing share certificates of the Company in issue bearing the existing name of the Company will, upon the Change of Company Name becoming effective, continue to be valid evidence of legal title to the Shares of the Company and will remain to be valid for trading, settlement, registration and delivery purposes.

Accordingly, there will not be any arrangement for free exchange of the existing share certificates of the Company for new certificates bearing the new name of the Company. Upon the Change of Company Name becoming effective, any issue of share certificates thereafter will bear the new name of the Company and the securities of the Company will be traded on the Stock Exchange under the new name. In addition, the Company will change the English and Chinese stock short names accordingly after the Change of Company Name becomes effective, subject to the confirmation of the Stock Exchange.

Further announcement(s) will be made by the Company as and when appropriate on the results of the EGM, the effective dates of the Change of Company Name and the change of the English and Chinese stock short names.

EGM

A notice convening the EGM to be held at 7/F., Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Wednesday, 2 December 2020 at 10:00 a.m. (Hong Kong time) is set out on pages 6 to 7 of this circular for the purpose of considering and, if thought fit, passing the special resolution approving the Change of Company Name.

A form of proxy 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 proxy form in accordance with the instructions printed thereon to the Hong Kong branch share registrar and transfer office 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 holding the EGM (i.e. no later than 10:00 a.m. (Hong Kong time) on Monday, 30 November 2020) or at any adjournment thereof (as the case may be). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM, or at any adjournment thereof (as the case may be) if you so wish, and in such event, the instrument appointing the proxy shall be deemed to be revoked.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, none of the Shareholders is required to abstain from voting on the special resolution to be proposed at the EGM.

– 4 –

LETTER FROM THE BOARD

Voting by way of poll

Under Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, the special resolution proposed at the EGM to approve the Change of Company Name will also be taken by poll. A poll results announcement will be made by the Company after the EGM in accordance with Rule 13.39(5) of the Listing Rules.

RESPONSIBILITY STATEMENT

This circular, for which the Directors 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, 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.

RECOMMENDATION

The Board believes that the Change of Company Name is in the best interests of the Company and the Shareholders as a whole and therefore recommends the Shareholders to vote in favour of the resolution as set out in the notice of EGM.

By order of the Board Link-Asia International Co. Ltd. Lin Dailian Chairman and Executive Director

– 5 –

NOTICE OF EGM

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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 Wednesday, 2 December 2020 at 10:00 a.m. (Hong Kong time) for considering and, if thought fit, passing with or without amendments, the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

‘‘THAT subject to and conditional upon the necessary approval of the Registrar of the Companies of the Cayman Islands, the English name of the Company be changed from ‘‘Link-Asia International Co. Ltd.’’ to ‘‘Link-Asia International MedTech Group Limited’’ and its dual foreign name in Chinese be changed from ‘‘環亞國際實業有限公司’’ to ‘‘環 亞國際醫療科技集團有限公司’’ (the ‘‘Change of Company Name’’) with effect from the date of issue of a certificate of incorporation on change of name by the Registrar of Companies in the Cayman Islands, and that any one or more of the directors of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents, including under seal where appropriate, which he/they may consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company.’’

By order of the Board Link-Asia International Co. Ltd. Lin Dailian Chairman and Executive Director

Hong Kong, 10 November 2020

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 by proxy.

– 6 –

NOTICE OF EGM

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

  2. 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.

  3. Completion and return of a form of proxy will not preclude members of the Company from attending and voting in person 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.

  4. 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.

  5. The register of members of the Company will be closed from Friday, 27 November 2020 to Wednesday, 2 December 2020, 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 Thursday, 26 November 2020.

  6. If there is a ‘‘black’’ rainstorm warning signal and/or ‘‘extreme conditions’’ caused by a super is announced by the Hong Kong government according to the revised ‘‘Code of Practice in Times of Typhoons and Rainstorms’’ issued by the Hong Kong Labour Department in June 2019 and/or a tropical cyclone warning signal number 8 or above in force in Hong Kong at any time after 6:00 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.

  7. As at the date this notice, the Board comprises Mr. Lin Dailian (Chairman), Mr. Wang Guozhen, Mr. Duan Chuanhong and Mr. Xia Xiaobing as executive Directors; Mr. Li Huiwu and Mr. Yang Weidong as independent non-executive Directors.

– 7 –

PRECAUTIONARY MEASURES FOR THE EGM

In light of the recent ongoing spread of coronavirus disease 2019 (COVID-19), the Company will implement the following precautionary measures at the EGM in order to protect the health and safety of all participants including the Shareholders, their proxies and other personnel (the ‘‘Participants’’) in the EGM, including:

  1. all the Participants will subject to compulsory body temperature checks;

  2. all the Participants will be requested of wearing of surgical face masks throughout the EGM. Any person who does not comply with this requirement may be denied entry into the EGM venue and be asked to leave the EGM venue. A safe distance between seats are also recommended;

  3. all Participants in the EGM shall use sanitiser to sanitise their hands at least once when they enter into the EGM venue, and when they leave after the EGM;

  4. no beverage and refreshment will be served either during or after the EGM to avoid close contacts of the Participants during their attendance; and

  5. other safety measures as appropriate.

Shareholders are reminded that any person who is subject to any Hong Kong Government prescribed quarantine, with fever or respiratory symptoms, a body temperature over 37.5 degree Celsius or without wearing a surgical face mask will not be given access to the venue of the EGM, which also means that you will not be allowed to enter the venue and attend the EGM.

The Company strongly recommends Shareholders that they may appoint the chairman of the EGM as their proxy to vote on the relevant resolution(s) at the EGM as an alternative to attending the EGM in person. Shareholders who choose to do so should take action as soon as possible to ensure the proxy instructions reach the Company’s Hong Kong branch share registrar not less than forty-eight (48) hours before the time appointed for holding the EGM or any adjourned meeting thereof.

If Shareholders have any questions relating to the EGM, please contact Tricor Investor Services Limited, the Company’s Hong Kong branch share registrar and transfer office as follows:

Address: Level 54, Hopewell Centre 183 Queen’s Road East, Hong Kong Telephone: (852) 2980 1333 Fax: (852) 2810 8185

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