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

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

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 licensed securities dealer or other registered institution 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 with the accompanying proxy form 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 transferee.

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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 REFRESHMENT OF GENERAL MANDATE AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

Euto Capital Partners Limited

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 3 to 12 of this circular. A letter from Independent Board Committee is set out on page 13 of this circular. A letter from the Independent Financial Advisor containing its advice and recommendations to the Independent Board Committee and the Independent Shareholders is set out on pages 14 to 27 of this circular.

A notice convening the extraordinary general meeting (‘‘EGM’’) of Link-Asia International Co. Ltd (the ‘‘Company’’) to be held at 7/F., Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Thursday, 22 October 2020 at 10 a.m. is set out on pages 28 to 30 of this circular. A form of proxy for use at the EGM is enclosed in 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 the enclosed proxy form in accordance with the instructions printed thereon and return the same to the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at 54th Floor, 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 shall not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE EGM

Please see page 31 of this circular for measures being taken to try to prevent and control the spread of the Novel Coronavirus (COVID-19) at the EGM, including:

. compulsory body temperature checks

. wearing of a surgical face mask for each attendee . 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.

30 September 2020

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . . . .	13
LETTER FROM INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . . . . . . . . . .	14
NOTICE OF EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	28
PRECAUTIONARY MEASURES FOR THE EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	31

– i –

DEFINITIONS

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

‘‘AGM’’
the annual general meeting of the Company held on 27 May 2020 in which the Shareholders had approved, among other matters, the Existing General Mandate
‘‘Articles’’ the articles of association adopted by the Company, and as amended from time to time by resolution of the Shareholders of the Company
‘‘associates’’ has the same meaning as ascribed to it under the Listing Rules
‘‘Board’’ the board of Directors
‘‘Company’’ Link-Asia International Co. Ltd., a company incorporated in the Cayman Islands with limited liability, the issued Shares of which are listed on the Main Board of the Stock Exchange
‘‘Consolidated Share(s)’’
Share(s) of HK$0.02 each in the issued share capital of the Company immediately following the Share Consolidation
‘‘Director(s)’’ director(s) of the Company
‘‘EGM’’
the extraordinary general meeting of the Company to be convened and held at 7/F., Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Thursday, 22 October 2020 at 10 a.m. to consider and, if thought fit, to approve the Refreshment of General Mandate
‘‘Existing General Mandate’’
the general mandate granted to the Directors to allot and issue up to 20% of the total number of Shares of the Company in issue on 27 May 2020, by a resolution of the Shareholders passed at the annual general meeting of the Company held on 27 May 2020
‘‘Group’’ the Company and its subsidiaries
‘‘Hong Kong’’
the Hong Kong Special Administrative Region of the People’s Republic of China
‘‘Independent Board Committee’’
an independent committee of the Board, comprising all independent non-executive Directors, to advise the Independent Shareholders in relation to the Refreshment of General Mandate

– 1 –

DEFINITIONS

‘‘Independent Financial Adviser’’ or ‘‘Euto Capital’’

Euto Capital Partners Limited, a licensed corporation to carry out type 6 (Advising on corporate finance) regulated activities under the SFO and being the independent financial adviser appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the Refreshment of General Mandate

‘‘Independent Shareholder(s)’’
Shareholder(s) other than the controlling shareholders and their associates or, if there is no controlling shareholder, the Directors (excluding independent non-executive Directors) and their respective associates
‘‘Latest Practicable Date’’
25 September 2020
‘‘Listing Rules’’
the Rules Governing the Listing of Securities on the Stock Exchange
‘‘New General Mandate’’
the new mandate proposed to be sought at the EGM to authorize the Directors to allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the EGM
‘‘Refreshment of General Mandate’’
the proposed refreshment of the Existing General Mandate by way of granting the New General Mandate
‘‘RMB’’
Renminbi, the lawful currency of the PRC
‘‘SFO’’
the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong as amended from time to time
‘‘Share(s)’’
ordinary share(s) of HK$0.001 each in the share capital of the Company prior to the Share Consolidation becoming effective
‘‘Shareholder(s)’’ holder(s) of issued Share(s)
‘‘Share Consolidation’’
the consolidation of every twenty (20) issued and unissued Shares of par value of HK$0.001 each into one (1) Consolidated Share which was effective on 29 May 2020
‘‘Stock Exchange’’

The Stock Exchange of Hong Kong Limited

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

per cent

– 2 –

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. Li Dailian (Chairman) Mr. Wang Guozhen Mr. Duan Chuanhong Mr. Xia Xiaobing

Registered Office: Clifon House 75 Fort Street, PO Box 1350 Grand Cayman KY1-1104 Cayman Islands

Independent non-executive Directors: Mr. Bao Jinqiao Mr. Li Huiwu Mr. Yang Weidong

Principal place of business in Hong Kong: 16th Floor Three Exchange Square 8 Connaught Place Central, Hong Kong

30 September 2020

To the Shareholders for information only,

Dear Sir or Madam,

PROPOSED REFRESHMENT OF GENERAL MANDATE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information relating to (i) the Refreshment of General Mandate; (ii) the recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Refreshment of General Mandate; (iii) the recommendation from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in respect of the Refreshment of General Mandate; and (iv) the notice of EGM, at which an ordinary resolution will be proposed to the Independent Shareholders to consider and, approve the Refreshment of General Mandate.

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LETTER FROM THE BOARD

EXISTING GENERAL MANDATE

The Existing General Mandate was granted at the last AGM.

At the AGM, the Shareholders approved, among other things, an ordinary resolution for granting to the Directors the Existing General Mandate to allot, issue or deal with additional Shares of not more than 1,426,874,280 Shares, being 20% of the total number of issued Shares of 7,134,371,400 Shares as at the date of passing of the relevant resolution.

EFFECTS OF THE SHARE CONSOLIDATION

As set out in the announcement of the Company dated 27 May 2020 relating to the poll results of an extraordinary general meeting held by the Company on 27 May 2020, all conditions in respect of the Share Consolidation had been fulfilled at 27 May 2020 and therefore the Share Consolidation had taken effect on 29 May 2020.

In light of this, as at 29 May 2020, the total number of issued Shares of 7,134,371,400 Shares had been consolidated into 356,718,570 Consolidated Shares. Accordingly, the total number of Shares to be allotted and issued under the Existing General Mandate had been revised from the original 1,426,874,280 Shares to 71,343,714 Consolidated Shares immediately after the Share Consolidation becoming effective.

UTILISATION OF THE EXISTING GENERAL MANDATE

As set out in the announcement of the Company dated 18 August 2020 relating to the completion of a discloseable transaction in relation to a transfer of an exclusive agency right for the sale of a target property located in Thailand (the ‘‘Acquisition’’), a total of 71,240,000 consideration shares had been allotted and issued to the relevant vendor at HK$0.379 per consideration share upon completion of the Acquisition pursuant to the terms and conditions of the transfer agreement. Details of the Acquisition and the aforesaid transfer agreement have been disclosed in the Company’s announcements dated 18 July 2020 and 12 August 2020.

As a result of the completion of the Acquisition, the allotment and issuance of the aforesaid 71,240,000 new Consolidated Shares utilised approximately 99.85% of the total number of Consolidated Shares to be allotted and issued under the Existing General Mandate.

As at the Latest Practicable Date, the Company has the power to issue up to a maximum of 103,714 Consolidated Shares under the Existing General Mandate.

PROPOSED REFRESHMENT OF GENERAL MANDATE

The Company will convene the EGM at which an ordinary resolution will be proposed to the Independent Shareholders that the Directors be granted the New General Mandate to allot and issue Consolidated Shares not exceeding 20% of the issued Consolidated Shares as at the date of passing the relevant ordinary resolution at the EGM.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company has an aggregate of 427,958,570 Consolidated Shares in issue. Subject to the passing of the ordinary resolution for the approval of the Refreshment of General Mandate and on the basis that no further Shares will be issued and/or repurchased by the Company between the Latest Practicable Date and the date of the EGM, the Company will be allowed to allot and issue up to 85,591,714 Consolidated Shares, being 20% of the number of issued Consolidated Shares as at the Latest Practicable Date.

As at the Latest Practicable Date, the Company has no outstanding derivatives, options, warrants and conversion rights and other similar rights which are convertible or exchangeable into Shares.

The New General Mandate will expire at the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required by the articles of the Company in force from time to time and applicable laws of Cayman Islands; or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

REASONS FOR THE REFRESHMENT OF GENERAL MANDATE

The Company is an investment holding company and the Group was principally engaged in the business of (i) electronic manufacturing services; (ii) distribution of communication products; (iii) real estate supply chain services; and (iv) securities and other Assets investment.

It is noted that the Existing General Mandate has been almost fully utilised upon completion of the Acquisition on 18 August 2020. In light of the next annual general meeting of the Company which will be held no later than June 2021, it is possible that the Company may not have sufficient general mandate to promptly meet fund raising and/or investment opportunities for more than 9 months. While the Company is not in urgent need to raise further fund after reviewing its existing financial position and development plans, the Refreshment of the General Mandate will enable the Company to capture better timing for fund raising and/or investment opportunities before the next annual general meeting to be held no later than June 2021.

In assessing the needs for the Refreshment of General Mandate, the Board has considered the followings:

(a) Overview of global economics

As there are uncertainties in the global economics due to the recent outbreak of novel coronavirus (the ‘‘COVID-19’’), the Directors are of the view that the instability of the global economics will persist in the foreseeable future which will have a negative impact on the Group’s operation. Nevertheless, investments opportunities in distressed assets attributable to the COVID-19 pandemic are arising from a variety of sources, especially those temporary reduction in company equity and/or property values. In light of this, the Directors is of the view that the possible fund-raising activities and/or investment by way of utilising New General Mandate is in the best interest of the Company as it can enhance the financial flexibility of the Company during the global economic downturn.

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LETTER FROM THE BOARD

(b) Existing financial performance and cash position of the Group

As set out in the interim results of the Company for the 6 months ended 30 June 2020 (the ‘‘Interim Results’’), the Group recorded an unaudited loss attributable to equity holders of the Company of approximately HK$69.9 million due to the recent impact of the outbreak of COVID-19 and the Sino-US trade tensions. The Directors expect that the COVID-19 outbreak and the Sino-US trade tensions will continuously affect the Company’s operation and the Group’s existing financial resources may be exhausted quicker than expected. Therefore, even though the cash and cash equivalents balance of the Group as at 30 June 2020 was maintained at approximately HK$194 million, it was reserved for general working capital and repayment of liability obligation for prudence. Based on this, the Board has taken into account (i) the potential adverse impact and high uncertainty on the Group’s normal business operation imposed by the Pandemic, (for example, if COVID-19 is not successfully contained for a prolonged period of time); (ii) the cash burn rate, which refers to the average annual cash used in operating activities, over the last 3 years; and (iii) the potential investment opportunities that may be captured by the Group within the next 9 months as explained below. The Board concluded that though the Group has sufficient financial resources, as of 30 June 2020, to meet its existing ongoing operational requirements, there may be insufficient cash to capture suitable investment opportunities in a timely manner. Instead, the Refreshment of the General Mandate will provide the Company with the flexibility in this regard and the Board considers that it would be in the best interests of the Company and the Shareholders as a whole.

(c) Potential investment of the Group

Apart from the existing core business of the Group, the Group is also in the course of expanding its real estate supply chain services through seizing appropriate investment opportunities in Asian markets. Up to the Latest Practicable Date, the Group has identified certain projects relating to the grant of agency rights for the sale of properties in Thailand where it is currently in the preliminary process of negotiating certain terms and conditions with the relevant property developers (the ‘‘Projects’’). As advised by the Board, the size of the aforementioned projects ranged from approximately HK$75 million to HK$142 million and the consideration of which will be determined based on a percentage of approximately 10% to 20% of the said Projects size (subject to further negotiation). It is expected that such consideration is to be satisfied by way of issuing new Shares (subject to the further negotiation). Having said that the existing market condition is volatile and the aforementioned potential transaction(s) may have to be conducted within a short and restricted timeframe, the readily available New General Mandate presents the most suitable method to capture such prospective investment opportunity(ies) as and when it arises.

As the Company will from time to time search for such opportunities in the following 9 months and the total fund raised from utilizing the entire New General Mandate is expected to be sufficient to cover the Projects’ consideration amount, the Directors are of the view that (i) the size of the Projects will not constitute notifiable transactions which require shareholders’ approval; and (ii) the Refreshment of General

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LETTER FROM THE BOARD

Mandate enables the Company to capture better timing for fund raising and/or investment opportunities by way of issuing new Shares as consideration even it may need to be ready within a limited time frame so as to promptly respond to these opportunities.

Up to the Latest Practicable Date, no formal or legally binding agreement has been entered into by any members of the Group in respect of the abovementioned potential transaction(s). Save as the Group’s existing business, the New General Mandate will not be utilised for any investment which is not under the Group’s ordinary course of business.

(d) Alternative financing resolution

The Directors have considered alternative financing resolution including but not limited to debt financing, right issue, open offer or internal cash resources in order to meet the financial requirements and/or investment opportunities of the Group.

As set out in the Company’s announcement dated 28 August 2020, the Company is currently contemplating a fund-raising exercise by way of issuance of bonds with an aggregate principal amount up to HK$50 million. However, as at the Latest Practicable Date, the Company has not identified any subscriber in respect of the issuance of bonds, and the result of the said exercise is not certain. Also, other debt financing alternatives, such as borrowings from financial institutions and/or other independent third party(ies), may be subject to lengthy due diligence and negotiations as compared to the equity financing by way of utilising the New General Mandate. It may not enable the Company to respond to quality investment opportunities in a timely manner. Furthermore, rights issue or open offer may also involve substantial time and cost to complete as compared to issuance of new Shares under general mandate.

Apart from the reasons disclosed above, the Directors consider that should the Group be able to identify suitable investment(s), the Board can respond to the market promptly by way of issuing new Shares as consideration. Given that there may be uncertainties to obtain the specific mandate in a timely manner, the Directors are of the view that the New General Mandate provides the Company with a more simple and less lead time process.

Having considered that (i) the outcome of debt financing by way of issuance of bonds is not certain at this stage; (ii) rights issue or open offer may take a longer time to complete while issuance of new Shares pursuant to general mandate is simpler and takes less lead time; and (iii) the Refreshment of General Mandate will provide the Company with an additional alternative, the Directors consider that it is reasonable for the Company to have the flexibility in deciding the financing methods for its future development, including equity issuance.

Conclusion

– 7 –

LETTER FROM THE BOARD

which may conduct within a short and restricted timeframe; and (v) issuance of new Shares under the general mandate is less costly and time-consuming than alternative financing resolutions and enables the Company to capture any capital raising and/or prospective investment opportunity in a timely manner, the Directors consider that the Refreshment of the General Mandate is in the best interests of the Company and the Shareholders as a whole.

FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE MONTHS

Set out below is the summary of equity fund raising activity of the Company during the past twelve months immediately preceding the date of this Circular.

Date of	Fund raising	Net proceeds
announcement	activity	(approximately)	Intended use of proceeds	Actual use of proceeds
29 January 2020	Placing of new	HK$41.4 million	(i) Approximately HK$18	(i) Approximately HK$4.8
	shares under		million for the Group’s	million has been used
	the general		EMS business; (ii)	for the Group’s EMS
	mandate		approximately HK$17	business; (ii)
			million for the Group’s	approximately HK$6.5
			Real Estate Business;	million has been used
			and (iii) approximately	for the Group’s Real
			HK$6.4 million for	Estate Business; and
			general working capital	(iii) approximately
			of the Group.	HK$6.4 million has
				been used for general
				working capital of the
				Group.

As at the Latest Practicable Date, the unutilised net proceeds from above placing exercise amount to approximately HK$23.7 million and it is planned by the Board that such proceeds will be utilised as intended.

Save for the abovementioned and the use of the Existing General Mandate after the AGM as mentioned in the sub-section headed ‘‘Utilisation of the Existing General Mandate’’ above, the Company had not conducted any other equity fund raising activities in the past twelve months immediately preceding the Latest Practicable Date.

– 8 –

LETTER FROM THE BOARD

POTENTIAL DILUTION TO SHAREHOLDINGS OF THE SHAREHOLDERS

The table below sets out the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) for illustrative purpose, immediately upon the allotment and issue of the Consolidated Shares by the Company pursuant to the New General Mandate, assuming the New General Mandate is utilized in full and no further Shares are issued or repurchased by the Company during the period between the Latest Practicable Date and the date of the EGM:

Shareholders Power Port Holdings Limited (Note 1) Ratchaphruek Global Group Co., Ltd (Note 2) Keywan Global Limited (Note 3) Hearts Capital SPC — Hearts SP2 (Note 4) Mr. Cao Longbing Maximum number of Shares to be issued under the New General Mandate Public Shareholders Total Notes:	As at the Latest Practicable Date Number of Shares Approximate Percentage (%) 75,817,000 17.72 27,500,000 6.43 49,500,000 11.57 35,930,000 8.40 428,000 0.10 — — 238,783,570 55.80 427,958,570 100.0	Upon full utilisation of the New General Mandate Number of Shares Approximate Percentage (%) 75,817,000 14.76 27,500,000 5.35 49,500,000 9.64 35,930,000 7.00 428,000 0.08 85,591,714 16.67 238,783,570 46.50 513,550,284 100.0	Upon full utilisation of the New General Mandate Number of Shares Approximate Percentage (%) 75,817,000 14.76 27,500,000 5.35 49,500,000 9.64 35,930,000 7.00 428,000 0.08 85,591,714 16.67 238,783,570 46.50 513,550,284 100.0
			100.0

Power Port Holdings Limited, which is a company incorporated in the British Virgin Islands, is wholly owned by Ms. Yang Changrong.
Ratchaphruek Global Group Co., Ltd is a company incorporated in Thailand with limited liability, whose 50% shares are held by Mr. Fong Chi Wong.
Keywan Global Limited, which is a company incorporated in the British Virgin Islands, is wholly owned by Mr. He Xiaoming.

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LETTER FROM THE BOARD

Hearts Capital SPC — Hearts SP2, which is a company incorporated in the Cayman Islands, is wholly owned by Hearts Capital (Asia) Limited, which in turn is 70% controlled by Mr. Cao Longbing. Mr. Cao Longbing is also interested in 428,000 Shares. Long Asia Asset Management (HK) Limited is the investment manager of Hearts Capital SPC — Hearts SP2 and is therefore deemed to be interested in the shares owned by Hearts Capital SPC — Hearts SP2 under the SFO.
Certain percentage figures included in the above table have been subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them.

Assuming that (i) the Refreshment of General Mandate is approved at the EGM; and (ii) no Shares are repurchased and no new Shares are issued from the Latest Practicable Date up to the date of the EGM (both dates inclusive), 85,591,714 Consolidated Shares, which represent approximately 16.67% of the issued share capital of the Company as enlarged by the issue of such Consolidated Shares. The aggregate shareholding of the existing public Shareholders will be diluted from approximately 55.80% to approximately 46.50% upon full utilisation of the New General Mandate. Having considered that the Refreshment of General Mandate (i) enables the Company to capture potential investment opportunities in a timely manner; and (ii) allows the Company to have an additional financing option so as to facilitate development of the Group’s existing business and improve its financial performance, the Board is of the view such benefits outweigh the aggregated dilution impact on the minority shareholders upon completion of the Company’s fundraising activities in the past 12 months and the potential utilisation of the New General Mandate.

IMPLICATION UNDER THE LISTING RULES

Pursuant to Rule 13.36(4) of the Listing Rules, Refreshment of General Mandate before the next annual general meeting of the Company will be subject to Independent Shareholders’ approval at the EGM, where any controlling Shareholder(s) and their associates or, where there are no controlling Shareholders, the Directors (excluding independent non-executive Directors) and their respective associates are required to abstain from voting in favour of the relevant resolution.

As at the Latest Practicable Date, to the best knowledge, belief and information of the Directors, (i) the Company had no controlling Shareholder; and (ii) neither any of the Directors nor their respective associates held any Consolidated Share.

Accordingly, no Shareholder will be required to abstain from voting on the ordinary resolution approving the Refreshment of General Mandate to be proposed at the EGM. If any Share is held by any other Director(s) (excluding independent non-executive Directors) on the date of the EGM, such Director together with his or her respective associates are required to abstain from voting in favour of the ordinary resolution to approve the Refreshment of General Mandate at the EGM.

INDEPENDENT BOARD COMMITTEE

The Independent Board Committee which comprises Mr. Bao Jinqiao, Mr. Li Huiwu and Mr. Yang Weidong, being all the independent non-executive Directors, has been established to advise the Independent Shareholders on the Refreshment of General Mandate.

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LETTER FROM THE BOARD

Euto Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Refreshment of General Mandate.

The Independent Board Committee and the Directors, having taken into account the advice of the Independent Financial Adviser, consider that the Refreshment of General Mandate is in the interests of the Company and the Shareholders as a whole and is fair and reasonable so far as the Independent Shareholders are concerned and accordingly recommend the Independent Shareholders to vote in favour of the ordinary resolution which will be proposed at the EGM for approving the Refreshment of General Mandate.

The text of the letter from the Independent Board Committee is set out on page 13 of this circular and the text of the letter from Euto Capital containing its advice is set out on pages 14 to 27 of this circular.

THE EGM

A notice convening the EGM is set out on pages 28 to 30 of this circular. A form of proxy for the EGM is enclosed with this circular. Whether or not you intend to be present at the EGM, you are advised to complete the form of proxy and return it to the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited at 54th Floor, Hopewell Centre, 183 Queen’s Road East Hong Kong in accordance with instructions printed thereon not less 48 hours before the time fixed for the EGM. The completion and delivery of a form of proxy will not preclude you from attending and voting at the meeting in person.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting of the Company must be taken by way of poll. Accordingly, the resolutions to be considered and, if thought fit, approved at the EGM will be voted by way of a poll by the Shareholders.

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 Company. 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.

RECOMMENDATIONS

The Independent Board Committee, having taken into account the advice of the Independent Financial Adviser in relation to the Refreshment of General Mandate, is of the opinion that the Refreshment of the General Mandate is in the best interest of the Company and is fair and reasonable so far as the Independent Shareholders are concerned and accordingly records the Independent Shareholders to vote in favour of the relevant resolution to be proposed at the EGM for approving the Refreshment of the General Mandate.

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LETTER FROM THE BOARD

Based on the above, the Directors (excluding independent non-executive Directors) consider the proposed Refreshment of General Mandate is in the interests of the Company and the Shareholders as a whole and, accordingly recommend the Shareholders to vote in favour of the relevant resolution as set out in the notice of EGM at the forthcoming EGM.

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

– 12 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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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)

30 September 2020

To the Independent Shareholders

Dear Sir or Madam,

PROPOSED REFRESHMENT OF GENERAL MANDATE

We refer to the circular of the Company dated 30 September 2020 (the ‘‘Circular’’) of which this letter forms part. Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those defined in the Circular.

We have been appointed by the Board to advise the Independent Shareholders as to whether the terms of the Refreshment of General Mandate is in the interests of the Company and the Shareholders as a whole and whether the terms of the Refreshment of General Mandate are fair and reasonable so far as the Independent Shareholders are concerned. Euto Capital has been appointed as the Independent Financial Adviser to advise us in this respect.

Having considered the advice of the Independent Financial Adviser and its underlying principal reasons and factors as set out in its letter of advice to us on pages 14 to 27 of the Circular, we are of the opinion that the Refreshment of General Mandate is in the interests of the Company and the Shareholders as a whole and the terms of which are fair and reasonable so far as the Company and the Independent Shareholders are concerned. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution to be proposed at the EGM to approve the Refreshment of General Mandate.

Yours faithfully,

For and on behalf of the Independent Board Committee

Mr. Bao Jinqiao Mr. Li Huiwu Mr. Yang Weidong Independent non-executive Independent non-executive Independent non-executive Director Director Director

– 13 –

LETTER FROM INDEPENDENT FINANCIAL ADVISER

Euto Capital Partners Limited Room 2418, Wing On Centre, 111 Connaught Road Central, Hong Kong

T +852 3106 2393 F +852 3582 4722 www.eutocapital.com

30 September 2020

To the Independent Board Committee and the Independent Shareholders of Link-Asia International Co. Limited

Dear Sirs and Madams,

PROPOSED REFRESHMENT OF GENERAL MANDATE

INTRODUCTION

We refer to our appointment as the independent financial adviser (the ‘‘Independent Financial Adviser’’) to advise the Independent Board Committee and the Independent Shareholders in respect of the proposed Refreshment of General Mandate, particulars of which are set out in the section headed ‘‘Letter from the Board’’ (the ‘‘Letter’’) contained in the circular of the Company dated 30 September 2020 (the ‘‘Circular’’), of which this letter forms part. Unless the contest requires otherwise, capitalized terms used in this letter shall have the same meanings as ascribed to them under the section headed ‘‘Definitions’’ in this Circular.

The proposed Refreshment of General Mandate

Implication under the Listing Rules

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

INDEPENDENT BOARD COMMITTEE

An Independent Board Committee comprising all the independent non-executive Directors, namely Mr. Bao Jinqiao, Mr. Li Huiwu, and Mr. Yang Weidong, has been established to consider and advise the Shareholders as to whether the Refreshment of General Mandate contemplated thereunder are (i) fair and reasonable; (ii) in the interests of the Company and its shareholders as a whole; and (iii) how the Independent Shareholders should vote in respect of the above after taking into account the advice of the Independent Financial Adviser.

INDEPENDENT FINANCIAL ADVISER

In our capacity as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders for the purpose of the Listings Rules, our role is to give an independent opinion to advise the Independent Board Committee and the Independent Shareholders as to whether the Refreshment of General Mandate contemplated thereunder are (i) fair and reasonable; (ii) in the interests of the Company and its shareholders as a whole; and (iii) how the Independent Shareholders should vote in respect of the above after taking into account the advice of the Independent Financial Adviser.

OUR INDEPENDENCE

We, Euto Capital Partners Limited (‘‘Euto Capital’’), have been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard. Euto Capital is a licensed corporation licensed under the Securities and Futures Ordinance to conduct type 6 (advising on corporate finance) regulated activities, and participated in and completed various independent financial advisory transactions since 2015. Mr. Manfred Shiu (‘‘Mr. Shiu’’) and Mr. Felix Huen (‘‘Mr. Huen’’) are the persons jointly signing off the opinion letter from Euto Capital contained in the Circular. Mr. Shiu has been a responsible officer of Type 6 (advising on corporate finance) regulated activities under SFO since 2009, while Mr. Huen has been a responsible officer of Type 6 (advising on corporate finance) regulated activities under SFO since August 2019. Both Mr. Shiu and Mr. Huen have participated in and completed various independent financial advisory transactions in Hong Kong.

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

As at the Latest Practicable Date, we confirmed that there is no relationship or interest between Euto Capital and the Company or any other parties that could be reasonably be regarded as hindrance to Euto Capital’s independence as set out under Rule 13.84 of the Listing Rules to act as the Independent Financial Adviser to the Independent Board Committee and the Shareholders in respect of the Refreshment of General Mandate contemplated thereunder.

We are not associated with the Company, its subsidiaries, its associates or their respective substantial shareholders or associates, and accordingly, are eligible to give independent advice and recommendations. Apart from normal professional fees payable to us in connection with this appointment as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, no arrangement exists whereby we will receive any fees from the Company, its subsidiaries, its associates or their respective substantial shareholders or associates. We are not aware of the existence of or change in any circumstances that would affect our independence. During the past two years, there was no previous engagement between us and the Group or any of their respective subsidiaries or associates, prior to our engagement as the independent financial adviser in relation to the Refreshment of the Existing General Mandate. Accordingly, we consider that we are eligible to give independent advice on the Refreshment of General Mandate.

BASIS OF OUR OPINION AND RECOMMENDATION

In formulating our opinion and recommendation to the Independent Board Committee and the Independent Shareholders in relation to the terms of the Refreshment of General Mandate contemplated thereunder, we have relied on (i) the information, facts and representations contained or referred to in the Circular and (ii) the information, facts and representations provided by, and the opinions expressed by the Directors, management of the Company and its subsidiaries (the ‘‘Management’’). We have assumed that all information, facts, opinions and representations made or referred to in the Circular were true, accurate and complete at the time they were made and continued to be true and that all expectations and intentions of the Directors and the Management, will be met or carried out as the case may be. We have no reason to doubt the truth, accuracy and completeness of the information, facts, opinions and representations provided to us by the Directors, the Management and its subsidiaries. The Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts not contained in the Circular, the omission of which would make any statement in the Circular misleading. We have also sought and received confirmation from the Directors that no material facts have been omitted from the information supplied and opinions expressed.

We consider that we have been provided with, and we have reviewed sufficient information to reach an informed view, to justify relying on the accuracy of the information contained in the Circular and to provide a reasonable basis for our opinion. We have no reason to doubt that any relevant material facts have been withheld or omitted from the information provided and referred to in the Circular or the reasonableness of the opinions and representations provided to us by the Directors and the Management. We have not, however,

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

conducted any independent verification of the information provided, nor have we carried out any independent investigation into the business, financial conditions and affairs of the Company or its future prospects.

Based on the foregoing, we confirm that we have taken all reasonable steps, which are applicable to the grant of the New General mandate, as referred to in Rule 13.64A(4) of the Listing Rules (including the notes thereof) in formulating our opinion and recommendation.

This letter is issued for the information for the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the grant of the New General Mandate, except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In formulating our opinion and recommendation in respect of the Refreshment of General Mandate, we have taken into account the principal factors and reasons set out below:

1. Background of the Refreshment of General Mandate

1.1 The Existing General Mandate

The Existing General Mandate was granted at the AGM.

Effects of the Share Consolidation

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

Utilisation of the Existing General Mandate

As set out in the announcement of the Company dated 18 August 2020 relating to the completion of a discloseable transaction in relation to a transfer of an exclusive agency rights for the sale of a target property located in Thailand (the ‘‘Acquisition’’), a total of 71,240,000 consideration shares had been allotted and issued to the relevant vendor at HK$0.379 per consideration share upon completion of the Acquisition pursuant to the terms and conditions of the transfer agreement. Details of the Acquisition and the aforesaid transfer agreement have been disclosed in the Company’s announcements dated 18 July 2020 and 12 August 2020.

As at the Latest Practicable Date, the Company has the power to issue up to a maximum of 103,714 Consolidated Shares under the Existing General Mandate.

1.2 Proposed Refreshment of the General Mandate

The New General Mandate will expire at the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required by the articles of the Company in force from time to time and applicable laws of Cayman Islands to be held; or (iii) the date on which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company.

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

2. Reasons for the Refreshment of General Mandate

As set out in the Letter, we note that the Existing General Mandate has been almost fully utilised upon completion of the Acquisition on 18 August 2020. In light of the next annual general meeting of the Company which will be held no later than June 2021, it is possible that the Company may not have sufficient general mandate to promptly meet fund raising and/or investment opportunities for more than 9 months. After reviewing its existing financial position and development plans, the Refreshment of General Mandate will enable the Company to capture better timing for fund raising and/or investment opportunities before the next annual general meeting to be held no later than June 2021.

Apart from the utilisation of the Existing General Mandate, we also understand that the Board has taken into consideration (i) the overview of the global economics; (ii) the existing financial performance and cash position of the Group; (iii) the intention of the Group for potential investment; and (iv) any other alternative financing options. Based on this, in assessing the reasons for the Refreshment of General Mandate, we have performed the following work done:

(i) Review on the Group’s historical financial performance

We have reviewed the annual report of the Company for the year ended 31 December 2019 (‘‘2019 Annual Report’’) and the interim results for the six months ended 30 June 2020. We noted that due to the outbreak of the COVID-19 and the Sino-US trade tensions, the Group recorded an audited loss of approximately HK$179.3 million for the year ended 31 December 2019 and an unaudited loss of approximately HK$69.9 million for the six months ended 30 June 2020, respectively.

Based on the above, we have made enquiries with respect to the reasons behind and are given to understand that the electronics supply chain industry was already in the throes of disruption before the outbreak of COVID-19. The existing core business of the Group, being electronic manufacturing services, was adversely affected by the Sino-US trade war since July 2018. As suffered from the Sino-US trade dispute, the Group’s revenue from the electronic manufacturing services business had deteriorated from approximately HK$622.9 million in 2018 to approximately HK$582.5 million in 2019, representing a year-to-year decrease of approximately 6.5%.

Furthermore, in 2020, the recent outbreak of COVID-19 also caused a negative impact on the Group’s financial performance. As the COVID-19 started spreading throughout China in early 2020, the country curtailed both manufacturing and travelling, meaning factories were effectively shut down for weeks. As a result, the Group’s revenue from the electronic manufacturing services had deteriorated from approximately HK$269.1 million for the 6 months ended 30 June 2019 to approximately HK$231.2 million for the same period in 2020, representing a decrease of approximately 14.1%.

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

In order to further understand the impact of the COVID-19 to the electronics supply chain industry, we have performed market research and noted from an article entitled ‘‘How COVID-19 Has Impacted the Electronics Supply Chain’’ published by Source Today (being a source that provides procurement professionals with essential news, information and analysis about the technology and business trends that impact the global supply chains) dated 2 June 2020, that the coronavirus is creating both immediate and longer-term disruptions to the value chain. Design decisions, new product launches, and time-to-market are all being impacted due to reduced internal meetings and lost of opportunities to collaborate closely with external business partners. In view of the global trend and uncertainty arising from the impact of the COVID-19 and the Sino-US trade war, we concur with the Directors that those negative factors may continuously affect the Company’s operation and the Group’s existing cash resources may be exhausted quicker than expected.

(ii) Review on the Group’s cash resources

As set out in the Interim Results, the cash and cash equivalents balance of the Group as at 30 June 2020 was maintained at approximately HK$194 million. As set out in the Letter, such internal cash resources were reserved for general working capital and repayment of liabilities obligation for prudence. Based on this, we have inquired the Management about the potential use and allocation of the Group’s existing cash resources.

Based on our review on the Group’s cash flow statement for each of the year 2017, 2018 and 2019, the average annual cash burn rate, which refers to the average annual net cash used in operating activities, over the financial years ended 31 December 2017, 2018 and 2019 is approximately HK$64.8 million. As further set out in the Group’s cash flow statement for the year ended 31 December 2019, the overall net decrease in cash and cash equivalents even attain a level of approximately HK$99.4 million, of which (i) the net cash used in operating activities is approximately HK$62.9 million; and (ii) the net cash used in financing activities is approximately HK$37.6 million. Based on such historical indication and the disclosed unaudited financial performance of the Group for the 6 months ended 30 June 2020, it is anticipated by the Directors that the potential cash outflow of the Group for the year 2020 would be close to that of the year 2019.

Having said that COVID-19 is imposing both immediate and longer-term disruptions to the value chain and its duration and extent of impact are hard to be determined under such volatile situation, we concur with the Directors’ view that there may be potential adverse impact on the Group’s business operation and financial condition. Therefore, it would be in the best interests of the Company and the Shareholders as a whole for the Group not to occupy its cash resources in its future business development but to reserve it for general working capital and repayment of liability obligation for prudence sake. Instead, in order to capture suitable investment opportunities in a timely manner, we are of the view that the

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

Refreshment of the General Mandate will provide the Company an additional financing option with the flexibility in this regard during the period between the EGM and the next annual general meeting of the Company.

Taking into account (i) the potential adverse impacts and high uncertainty on the Group’s normal business operation in the event that COVID-19 is not successfully contained in the near future; (ii) the average annual cash burn rate of approximately HK$64.80 million; and (iii) the potential investment opportunities that may be captured by the Group within the next 9 months as explained below, we concur with the Board’s view that though the Company has sufficient financial resources as of 30 June 2020 to meet its existing ongoing operational requirements, there may be insufficient cash to capture suitable investment opportunities in a timely manner. Therefore, the Refreshment of the General Mandate will provide the Company with the required flexibility for future allotment and issue of Shares on behalf of the Company as and when considered necessary and appropriate, the Refreshment of General Mandate is fair and reasonable and is in the interests of the Company and the Shareholders as a whole.

In consideration of the above, the Management believes and we concur that in order to give the Directors the required flexibility for any future allotment and issue of Shares on behalf of the Company as and when considered necessary and appropriate, the Refreshment of General Mandate is fair and reasonable and is in the interests of the Company and the Shareholders as a whole.

(iii) Review on the flexibility for potential investment opportunities

Due to the recent outbreak of the COVID-19, investments opportunities in distressed assets attributable to the COVID-19 pandemic are arising from a variety of sources, especially those as a result of temporary reduction in company equity and/or property values. Taking this opportunity, we understand that during the year, the Group is in the course of expanding its real estate supply chain services through seizing appropriate investment opportunities in Asian markets. Based on this, we have obtained a summary of the identified possible projects from the Management and noted the followings:

(i) up to the Latest Practicable Date, the Group has identified three possible projects relating to the grant of agency rights for the sale of properties in Thailand where it is currently in the preliminary process of negotiating certain terms and conditions (the ‘‘Projects’’);
(ii) the size of the possible Projects ranged from approximately HK$75 million to HK$142 million and the consideration of which will be determined based on a percentage of approximately 10% to 20% of the size of the Projects (subject to further negotiation);
(iii) the parties involved in the negotiations are either property developer or agent appointed by the property developer for marketing, promotion or sales of properties;

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

(iv) it is preliminary agreed that the consideration would be satisfied by way of issuing new Shares, subject to further negotiations; and
(v) it is expected that implementation and execution of the said possible projects would be carried out by the end of 2020.

After considering the above, we concluded that,

(i) there may be high uncertainty and possible adverse impact on the Group’s financial condition and business operation due to the impact of COVID-19 (for example, if COVID-19 is not successfully contained for a prolonged period of time);
(ii) the Group’s available cash resources may be exhausted quicker than expected, depending on the degree of exposure of the Group’s operation to COVID-19 if the pandemics spread; and
(iii) the possible investment projects currently identified by the Group may be conducted within a short and restricted timeframe and the total fund raised from utilise the entire New General Mandate is expected to be sufficient to cover the Projects’ consideration amount.

Therefore, we concur with the Directors’ view that there is a high uncertainty as to whether the internal cash resources of the Group or external debt financing could meet the needs in a timely manner when such investment opportunity arise. Given (i) the Projects may be conducted by the end of 2020; (ii) the Company will from time to time search for other investment opportunities in the following 9 months; and (iii) it is expected that the size of the Projects and/or other investment opportunities will not constitute notifiable transactions which require shareholders’ approval, we agreed that the Refreshment of General Mandate enables the Company to capture better timing for fund raising and/or investment opportunities by way of issuing new Shares as consideration even it may need to be ready within a limited time frame so as to promptly respond to these opportunities.

In view of the aforesaid, we concur that the Refreshment of General Mandate would provide the Company with necessary flexibility to fulfill any possible funding and/or investment needs arising during the period from the date of the EGM to the date of the next annual general meeting of the Company. Accordingly, we are of the view that the Refreshment of General Mandate is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

(iv) Analysis on the alternative financing resolutions

As set out in the Letter, the Directors have also considered other alternative financing resolution including but not limited to debt financing, right issue, open offer or internal cash resources in order to meet the financial requirements and/or investment opportunities of the Group.

As set out in the Company’s announcement dated 28 August 2020, the Company is currently contemplating a fund-raising exercise by way of issuance of bonds with an aggregate principal amount up to HK$50 million. However, as at the Latest Practicable Date, the Company has not identified any subscriber in respect of the issuance of bonds, and the result of the said exercise is not certain. Also, it is considered that other debt financing alternatives, such as borrowings from financial institutions and/or other independent third party(ies), may be subject to lengthy due diligence and negotiations as compared to the equity financing by way of utilising the New General Mandate. It may not enable the Company to respond to quality investment opportunities in a timely manner. Furthermore, rights issue or open offer may also involve substantial time and cost to complete as compared to equity financing by issuance of new Shares under general mandate.

In assessing whether financing by way of utilising the refreshed New General Mandate is in the interest of the Company and the Shareholders as a whole, we have concluded, among other things,

it is expected that a rights issue or open offer often takes longer time to complete than the placing or subscription of shares. A rights issue or an open offer normally takes at least five to six weeks (from announcement date). If shareholders’ approval is required, it may take over two months, this is primarily due to the time for the issuer to prepare a shareholder’s circular and the notice period for the shareholders’ meeting. In this regard, it would not satisfy the funding requirements for the project in a timely manner;
the result of the fund raising exercise by way of issuance of bonds is not certain at this stage and other debt financing alternatives may be subject to lengthy due diligence and negotiations with banks or financial institutions for provision of loans to the Group;
the Refreshment of General Mandate would provide the Company the Company with the flexibility as allowed under the Listing Rules to allot and issue new Shares for equity fund raising activities, such as placing of new Shares, or as consideration for potential investments in the future as and when such opportunities arise; and

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

in view of time and cost involved in convening shareholders’ meeting, conducting equity fund raising by seeking specific mandate generally takes longer lead time than by seeking general mandate which imposes uncertainties to the Group to response to suitable investment opportunity when it arises promptly.

Based on the above, we concur with the Directors’ view that equity financing by way of utilising the New General Mandate will be more flexible, cost effect and time efficient than debt financing and other alternative equity financing methods, given that the Refreshment of General Mandate (i) does not incur any interest paying obligations on the Group as compared to debt financing; (ii) is less costly and timeconsuming than other pre-emptive fund raising methods such as rights issue and open offer that lengthy discussion with potential commercial underwriters may be required, which may result in failure of financing in business development and/or acquisition of investment opportunities in a timely manner and commission would probably be incurred; (iii) provides the Company with the capability to capture any capital raising or prospective investment opportunity in a timely manner as and when it arises; and (iv) allows the Board to respond to the market promptly by way of issuing new Shares as consideration, should the Group be able to identify suitable investment(s). Hence, we are of the view that the Refreshment of General Mandate is in the interests of the Company and the Shareholders as a whole.

Conclusion

In summary, taking into consideration that (i) the Existing General Mandate has been utilised as to approximately 99.85%; (ii) the existing financial resources of the Group is reserved for general working capital for the upcoming period in response to the highly uncertain business environment; (iii) the next annual general meeting of the Company will not be held until 9 months later; (iv) the Group is in the course of negotiating certain project which may conduct within a short and restricted timeframe; and (v) issuance of new Shares under the general mandate is less costly and time-consuming than alternative financing resolutions and enables the Company to capture any capital raising and/or prospective investment opportunity in a timely manner, we are of the view that the Refreshment of the General Mandate is in the best interests of the Company and the Shareholders as a whole.

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE MONTHS

Set out below is the summary of equity fund raising activity of the Company during the past twelve months immediately preceding the date of this Circular.

Date of	Fund raising	Net proceeds	Intended use
announcement	activity	(approximately)	of proceeds	Actual use of proceeds
29 January 2020	Placing of new	HK$41.4 million	(i) Approximately	(i) Approximately
	shares under		HK$18 million for the	HK$4.8 million has
	the general		Group’s EMS	been used for the
	mandate		business; (ii)	Group’s EMS
			approximately HK$17	business; (ii)
			million for the	approximately HK$6.5
			Group’s Real Estate	million has been used
			Business; and (iii)	for the Group’s Real
			approximately HK$6.4	Estate Business; and
			million for general	(iii) approximately
			working capital of the	HK$6.4 million has
			Group.	been used for general
				working capital of the
				Group.

As at the Latest Practicable Date, the unutilised net proceeds from the above placing exercise amount to approximately HK$23.7 million and it is planned by the Board that such proceeds will be utilised as intended.

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

POTENTIAL EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

The table below sets out the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) for illustrative purpose, immediately upon the allotment and issue of the Consolidated Shares by the Company pursuant to the New General Mandate, assuming the New General Mandate is utilised in full and no further Shares are issued or repurchased by the Company during the period between the Latest Practicable Date and the date of the EGM:

Shareholders Power Port Holdings Limited (Note 1) Ratchaphruek Global Group Co., Ltd (Note 2) Keywan Global Limited (Note 3) Hearts Capital SPC — Hearts SP2 (Note 4) Mr. Cao Longbing Maximum number of Shares to be issued under the New General Mandate Public Shareholders Total Notes:	As at the Latest Practicable Date Number of Shares Approximate Percentage (%) 75,817,000 17.72 27,500,000 6.43 49,500,000 11.57 35,930,000 8.40 428,000 0.10 — — 238,783,570 55.80 427,958,570 100.0	Upon full utilisation of the New General Mandate Number of Shares Approximate Percentage (%) 75,817,000 14.76 27,500,000 5.35 49,500,000 9.64 35,930,000 7.00 428,000 0.08 85,591,714 16.67 238,783,570 46.50 513,550,284 100.0	Upon full utilisation of the New General Mandate Number of Shares Approximate Percentage (%) 75,817,000 14.76 27,500,000 5.35 49,500,000 9.64 35,930,000 7.00 428,000 0.08 85,591,714 16.67 238,783,570 46.50 513,550,284 100.0
			100.0

Power Port Holdings Limited, which is a company incorporated in the British Virgin Islands, is wholly owned by Ms. Yang Changrong.
Ratchaphruek Global Group Co., Ltd is a company incorporated in Thailand with limited liability, whose 50% shares are held by Mr. Fong Chi Wong.
Keywan Global Limited, which is a company incorporated in the British Virgin Islands, is wholly owned by Mr. He Xiaoming.
Hearts Capital SPC — Hearts SP2, which is a company incorporated in the Cayman Islands, is wholly owned by Hearts Capital (Asia) Limited, which in turn is 70% controlled by Mr. Cao Longbing. Mr. Cao Longbing is also interested in 428,000 Shares. Long Asia Asset Management (HK) Limited is the investment manager of Hearts Capital SPC — Hearts SP2 and is therefore deemed to be interested in the shares owned by Hearts Capital SPC — Hearts SP2 under the SFO.
Certain percentage figures included in the above table have been subject to rounding adjustments. Accordingly, figures shown as totals may not be an arithmetic aggregation of the figures preceding them.

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LETTER FROM INDEPENDENT FINANCIAL ADVISER

As illustrated in the table above, assuming no Shares will be issued or repurchased by the Company from the Latest Practicable Date up to the date of the EGM (both dates inclusive), 85,591,714 Shares can be issued upon full utilisation of the New General Mandate, representing 20% and approximately 16.67% of the aggregate number of the issued Shares as at the Latest Practicable Date and the enlarged issued Shares respectively. The aggregate shareholding of the existing public Shareholders will be diluted from approximately 55.80% as at the Latest Practicable Date to approximately 46.50% upon full utilisation of the New General Mandate, representing a potential maximum dilution in public shareholding by approximately 9.30%.

Having considered that the Refreshment of General Mandate (i) enables the Company to capture potential investment opportunities in a timely manner; and (ii) allows the Company to have an additional financing option so as to facilitate development of the Group’s existing business and improve its financial performance, we concur with the Board’s view that such benefits outweigh the aggregated dilution impact on the minority shareholders upon completion of the Company’s fundraising activities in the past 12 months and the potential utilisation of the New General Mandate.

Shareholders should be aware that the Existing General Mandate will be revoked upon approval at the EGM by the Independent Shareholders of the New General Mandate which will last until whichever is the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the memorandum and articles of association of the Company or any other applicable laws to be held; or (iii) the passing of an ordinary resolution by the Shareholders in general meeting revoking or varying the authority given to the Directors under the New General Mandate.

Taking into account that (i) the New General Mandate (a) allows the Company to raise capital by allotment and issue of new Shares before the next annual general meeting of the Company is held and (b) provides more flexibility and options of financing to the Group for repayment of indebtedness and/or further business development as well as for other potential future investments and/or acquisitions as and when such opportunities arise; and (ii) the shareholding interests of all the existing Shareholders will be reduced in proportion to their respective shareholdings upon any utilisation of the New General Mandate, we consider that effects on such potential dilution in shareholding of the public Shareholders is acceptable.

RECOMMENDATIONS

Having taken into consideration the principal factors and reasons as stated above in this letter, we are of the opinion that the Refreshment of General Mandate is fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, we advise the Independent Board Committee to recommend the Independent Shareholders, to vote in favour of the resolution to be proposed at the EGM to approve the Refreshment of General Mandate and we recommend the Independent Shareholders to vote in favour of the resolutions in this regard.

Yours faithfully For and on behalf of	Yours faithfully For and on behalf of
Euto Capital Partners Limited	Euto Capital Partners Limited
Felix Huen	Manfred Shiu
Assistant Director	Director

For identification purpose only and should not be regarded as the official English translation of the Chinese names. In the event of any inconsistency, the Chinese names prevail.

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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 IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘Meeting’’) of Link-Asia International Co. Ltd. (the ‘‘Company’’) will be held at 7/F., Nexxus Building, 77 Des Voeux Road Central, Hong Kong on Thursday, 22 October 2020 at 10 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution of the Company as an ordinary resolution:

ORDINARY RESOLUTION

‘‘THAT, to the extent not already exercised, the mandate to allot and issue shares of the Company given to the directors (the ‘‘Directors’’) of the Company at the annual general meeting (the ‘‘AGM’’) of the Company held on 27 May 2020 and is hereby revoked by the mandate THAT:

(a) subject to paragraph (c) below, pursuant to the Rules (the ‘‘Listing Rules’’) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’), the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with unissued shares of HK$0.02 each (the ‘‘Shares’’) in the capital of the Company and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined in paragraph (d) below) to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise), issued or dealt with by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the Articles (the ‘‘Articles’’) of the Company in force from time to

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NOTICE OF EGM

time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:

(i) 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution; and
(ii) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of such resolution),

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

(d) for the purposes of this resolution:

‘‘Relevant Period’’ means the period from the date of the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;
(ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles or the applicable laws of Cayman Islands to be held; or
(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting;

‘‘Rights Issue’’ means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).’’

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

Hong Kong, 30 September 2020

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NOTICE OF EGM

Registered Office: Clifon House 75 Fort Street, PO Box 1350 Grand Cayman KY1-1104 Cayman Islands

Principal place of business in Hong Kong: 16th Floor Three Exchange Square 8 Connaught Place Central, Hong Kong

Notes:

Any shareholder entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.
In order to be valid, a form of proxy in the prescribed form together with the power of attorney or other authority (if any) under which it is signed must be deposited at the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at 54th Floor, Hopewell Centre, 183 Queen’s Road East Hong Kong not less than 48 hours before the time appointed for holding of the meeting or the adjourned meeting.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorized in writing or, if the appointor is a corporation, either under its common seal or under the hand of an officer or attorney or other person duly authorized.
Delivery of the form of proxy will not preclude a member from attending and voting in person at the meeting convened and in such event, the form of proxy shall be deemed to be revoked.
Where there are joint registered holders of any Share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at any meeting personally or by proxy, then one of the said persons so present being the most, or as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holder stand on the register in respect of the relevant joint holding.
The enclosed form of proxy must be signed by the appointor or by his attorney authorized in writing or, if the appointor is a corporation, either under its seal or under the hand of an office, attorney or other person duly authorized to sign the same.
The register of members of the Company will be closed from 19 October 2020 to 22 October 2020, both days inclusive, during which period no transfers of shares shall be effected. In order to qualify for attending the forthcoming extraordinary general meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s Hong Kong branch share registrar, Tricor Investor Services Limited at 54th Floor, Hopewell Centre, 183 Queen’s Road East Hong Kong for registration not later than 4:30 p.m. on 16 October 2020.
As at the date of this notice, the executive Directors are Mr. Li Dailian, Mr. Wang Guozhen, Mr. Duan Chuanhong and Mr. Xia Xiaobing; and the independent non-executive Directors are Mr. Bao Jinqiao, Mr. Li Huiwu and Mr. Yang Weidong.

– 30 –

PRECAUTIONARY MEASURES FOR THE EGM

In light of the recent ongoing spread of Novel Coronavirus (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:

All the Participants will subject to compulsory body temperature checks;
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;
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;
No beverage and refreshment will be served either during or after the EGM to avoid close contacts of the Participants during their attendance; and
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

– 31 –

AI assistant

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

49722_rns_2020-09-29_846d20e5-0b39-4777-ba6c-f1ba80a5a64b.pdf

Link-Asia International Co. Ltd. 環亞國際實業有限公司

PROPOSED REFRESHMENT OF GENERAL MANDATE AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Euto Capital Partners Limited

PRECAUTIONARY MEASURES FOR THE EGM

DEFINITIONS

DEFINITIONS

Link-Asia International Co. Ltd. 環亞國際實業有限公司

(Stock code: 1143)

PROPOSED REFRESHMENT OF GENERAL MANDATE AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

EXISTING GENERAL MANDATE

EFFECTS OF THE SHARE CONSOLIDATION

UTILISATION OF THE EXISTING GENERAL MANDATE

PROPOSED REFRESHMENT OF GENERAL MANDATE

LETTER FROM THE BOARD

REASONS FOR THE REFRESHMENT OF GENERAL MANDATE

(a) Overview of global economics

(b) Existing financial performance and cash position of the Group

(c) Potential investment of the Group

(d) Alternative financing resolution

Conclusion

LETTER FROM THE BOARD

FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE MONTHS

POTENTIAL DILUTION TO SHAREHOLDINGS OF THE SHAREHOLDERS

LETTER FROM THE BOARD

IMPLICATION UNDER THE LISTING RULES

INDEPENDENT BOARD COMMITTEE

LETTER FROM THE BOARD

THE EGM

RESPONSIBILITY STATEMENT

RECOMMENDATIONS

LETTER FROM THE BOARD

Link-Asia International Co. Ltd. 環亞國際實業有限公司

PROPOSED REFRESHMENT OF GENERAL MANDATE

PROPOSED REFRESHMENT OF GENERAL MANDATE

INTRODUCTION

The proposed Refreshment of General Mandate

Implication under the Listing Rules

INDEPENDENT BOARD COMMITTEE

INDEPENDENT FINANCIAL ADVISER

OUR INDEPENDENCE

LETTER FROM INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR OPINION AND RECOMMENDATION

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background of the Refreshment of General Mandate

1.1 The Existing General Mandate

Effects of the Share Consolidation

Utilisation of the Existing General Mandate

1.2 Proposed Refreshment of the General Mandate

2. Reasons for the Refreshment of General Mandate

(i) Review on the Group’s historical financial performance

(ii) Review on the Group’s cash resources

(iii) Review on the flexibility for potential investment opportunities

(iv) Analysis on the alternative financing resolutions

LETTER FROM INDEPENDENT FINANCIAL ADVISER

Conclusion

FUND RAISING ACTIVITIES OF THE COMPANY IN THE PAST TWELVE MONTHS

POTENTIAL EFFECT ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

LETTER FROM INDEPENDENT FINANCIAL ADVISER

RECOMMENDATIONS

Link-Asia International Co. Ltd. 環亞國際實業有限公司

(Stock code: 1143)

ORDINARY RESOLUTION

Notes:

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