Guotai Haitong Securities Co., Ltd. — Proxy Solicitation & Information Statement 2011

Apr 20, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sinolink Worldwide Holdings Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss however arising from or in reliance upon the whole or any part of the contents of this circular.

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1168)

PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting of the Company to be held at the Board Room, 28th Floor, Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong on Friday, 27 May 2011 at 11:45 a.m. is set out on pages 15 to 20 of this circular. Whether or not you propose to attend the meeting, please complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting at the meeting (or any adjournment thereof) should you so wish.

21 April 2011

• for identification purposes only

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	GENERAL MANDATE TO REPURCHASE SHARES . . . . . . . . . . . . . . . . . . .	4
3.	GENERAL MANDATE TO ISSUE SHARES . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	RE-ELECTION OF THE RETIRING DIRECTORS . . . . . . . . . . . . . . . . . . . . .	5
5.	ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	ACTION TO BE TAKEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I	– Explanatory Statement for the Repurchase Mandate. . . . . . . . . . . . . . .	8
Appendix II – Details of the retiring Directors proposed to be re-elected. . . . . . . . . . .		11
Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		15

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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 to be held
	at the Board Room, 28th Floor, Infinitus Plaza, 199 Des
	Voeux Road Central, Hong Kong on Friday, 27 May 2011 at
	11:45 a.m.;
“AGM Notice”	the notice for convening the AGM as set out on pages 15 to
	20 of this circular;
“Annual Report”	the annual report of the Company for the year ended 31
	December 2010;
“Board”	the board of Directors;
“Bye-laws”	the bye-laws of the Company as may be amended from time
	to time;
“CG Code”	the Code on Corporate Governance Practices in Appendix
	14 of the Listing Rules;
“Companies Act”	the Companies Act 1981 of Bermuda;
“Company”	Sinolink Worldwide Holdings Limited (Stock Code: 1168),
	a company incorporated in Bermuda with limited liability,
	the Shares of which are listed on the main board of the
	Stock Exchange;
“Directors”	directors of the Company for the time being;
“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 PRC;
“Latest Practicable Date”	15 April 2011, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;

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DEFINITIONS

“Ordinary Resolution(s)”	the proposed ordinary resolution(s) as referred to in the
	AGM Notice;
“PRC”	the People’s Republic of China;
“Repurchase Mandate”	a general mandate to the Directors to exercise the powers
	of the Company to repurchase Shares during the period as
	set out in Ordinary Resolution No. 5(A) up to a maximum
	of 10% of the aggregate nominal amount of the issued share
	capital of the Company as at the date of passing of such
	resolution;
“Resolutions”	the Ordinary Resolution(s);
“SFO”	the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong;
“Share Buy-Back Rules”	the relevant rules set out in the Listing Rules to regulate the
	repurchase by companies with primary listing on the Stock
	Exchange of their own securities;
“Share Issue Mandate”	a general mandate granted to the Directors to exercise
	the powers of the Company to allot, issue and deal with
	Shares during the period as set out in Ordinary Resolution
	No. 5(B) up to 20% of the aggregate nominal amount of
	the issued share capital of the Company as at the date of
	passing of such resolution;
“Share(s)”	share(s) of HK$0.10 each in the share capital of the
	Company (or of such other nominal amount as shall result
	from a subdivision, consolidation, reclassification or
	reconstruction of the share capital of the Company from
	time to time);
“Shareholder(s)”	holder(s) of Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	the Hong Kong Code on Takeovers and Mergers; and
“%”	per cent.

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LETTER FROM THE BOARD

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1168)

Executive Directors: Ou Yaping (Chairman) Tang Yui Man Francis (Chief Executive Officer) Chen Wei Xiang Ya Bo

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Non-executive Directors: Law Sze Lai Li Ningjun

Independent Non-executive Directors: Tian Jin Xiang Bing Xin Luo Lin

Head office and principal place of business in Hong Kong: 28th Floor Infinitus Plaza 199 Des Voeux Road Central Hong Kong

21 April 2011

To the Shareholders

Dear Sir or Madam,

PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

At the annual general meeting of the Company held on 1 June 2010, resolutions of the Shareholders were passed, amongst other things, to give general unconditional mandates to the Directors to exercise the powers of the Company to:

(1) repurchase Shares representing up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of such resolution;

• for identification purposes only

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LETTER FROM THE BOARD

• (2) allot, issue and deal with Shares not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of such resolution; and

• (3) extend the general mandate for issuing Shares as mentioned in paragraph (2) above by an amount representing the aggregate nominal amount of Shares repurchased by the Company pursuant to the general mandate granted to the Directors to repurchase Shares as mentioned in paragraph (1) above.

The above general mandates shall lapse at the conclusion of the AGM. It is therefore proposed to seek your approval of the Ordinary Resolutions at the AGM to grant fresh general mandates to the Directors.

The purpose of this circular is to provide you with information regarding the proposals for the grant of the Repurchase Mandate, the Share Issue Mandate, the extension of the Share Issue Mandate, the re-election of retiring Directors and to seek your approval of the Resolutions relating to these matters at the AGM.

2. GENERAL MANDATE TO REPURCHASE SHARES

At the last annual general meeting of the Company held on 1 June 2010, a general mandate was given to the Directors to exercise the power of the Company to repurchase Shares. Such mandate will lapse at the conclusion of the forthcoming AGM. An ordinary resolution is therefore proposed to grant to the Directors the Repurchase Mandate, details of which are set out in Ordinary Resolution No. 5(A) to give a fresh general mandate to the Directors to exercise the power of the Company to repurchase Shares during the period as set out in the Ordinary Resolution No. 5(A) approving the Repurchase Mandate. The Shares which may be repurchased pursuant to the Repurchase Mandate shall not exceed 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the Ordinary Resolution No. 5(A) approving the Repurchase Mandate.

An explanatory statement as required under the Share Buy-Back Rules to be sent to the Shareholders, giving certain information regarding the Repurchase Mandate, is set out in Appendix I hereto.

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LETTER FROM THE BOARD

3. GENERAL MANDATE TO ISSUE SHARES

Two ordinary resolutions, namely Ordinary Resolutions Nos. 5(B) and 5(C) will be proposed at the AGM to grant to the Directors (i) a general mandate to allot, issue and deal with new Shares not exceeding 20% of the issued share capital of the Company as at the date of passing of the Ordinary Resolution No. 5(B); and (ii) an extension to such general mandate so granted to the Directors by adding thereto any Shares repurchased by the Company pursuant to the Repurchase Mandate up to 10% of the issued share capital of the Company as at the date of passing of the Ordinary Resolution No. 5(A).

The existing mandate to allot, issue and deal with Shares will expire upon the conclusion of the AGM. The Directors consider that the Share Issue Mandate and the extension of the Share Issue Mandate by adding any Shares repurchased by the Company can increase the flexibility in the Company’s affairs and are in the interest of the Shareholders and that the same shall continue to be adopted by the Company.

Details of the Share Issue Mandate and the extension of the Share Issue Mandate are respectively set out in Ordinary Resolutions Nos. 5(B) and 5(C).

4. RE-ELECTION OF THE RETIRING DIRECTORS

The Board currently consists of nine Directors, namely Messrs. Ou Yaping (Chairman), Tang Yui Man Francis (Chief Executive Officer), Chen Wei and Xiang Ya Bo, being the executive Directors, Messrs. Law Sze Lai and Li Ningjun, being the non-executive Directors and Messrs. Tian Jin, Xiang Bing and Xin Luo Lin, being the independent non-executive Directors.

In accordance with Bye-law 86(2) of the Bye-laws, Mr. Xiang Ya Bo shall retire at the AGM and, being eligible, would offer himself for re-election.

In accordance with Bye-law 87(2) of the Bye-laws, Messrs. Li Ningjun, Tang Yui Man Francis and Xin Luo Lin, being Directors who have been longest in office since their last reelection, shall retire by rotation at the AGM and, being eligible, would offer themselves for reelection.

As at the Latest Practicable Date, Mr. Xin Luo Lin has been appointed as independent non-executive Director for almost nine years since June 2002. Pursuant to the recommended best practice A.4.3 of the CG Code, (a) having served the Company for more than nine years could be relevant to the determination of an independent non-executive director’s independence and (b) if an independent non-executive director has served more than nine years, any further appointment of such an independent non-executive Director should be subject to a separate resolution to be approved by shareholders.

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LETTER FROM THE BOARD

The Company has received from Mr. Xin Luo Lin a confirmation of independence pursuant to Rule 3.13 of the Listing Rules. Mr. Xin Luo Lin has not engaged in any executive management of the Group. Taking into consideration of his independent scope of works in the past years, the Directors consider Mr. Xin Luo Lin to be independent under the Listing Rules despite the fact that he has served the Company for almost nine years. Notwithstanding the fact that Mr. Xin Luo Lin has not served the Company for more than nine years (but almost nine years) as at the Latest Practicable Date, Mr. Xin Luo Lin shall still retire by rotation and, being eligible, would offer himself for re-election by way of a separate resolution to be approved by the Shareholders in the AGM.

The details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this circular.

5. ANNUAL GENERAL MEETING

The AGM Notice which contains, inter alia, the Ordinary Resolutions for the Repurchase Mandate, the Share Issue Mandate, the extension of the Share Issue Mandate and the re-election of the retiring Directors are set out on pages 15 to 20 of this circular.

Pursuant to the Listing Rules, any vote of Shareholders taken at the AGM to approve the Ordinary Resolutions proposed must be taken by poll.

6. ACTION TO BE TAKEN

A proxy form for use at the AGM is enclosed with this circular. Whether or not you propose to attend the AGM in person, you are requested to complete the proxy form in accordance with the instructions printed thereon and return it to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting (as the case may be).

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LETTER FROM THE BOARD

7. RECOMMENDATION

The Directors believe that the proposals for the Repurchase Mandate, the Share Issue Mandate, the extension of the Share Issue Mandate and the re-election of the retiring Directors are in the best interests of the Company and its Shareholders. Accordingly, the Directors recommend that you should vote in favour of all relevant resolutions to be proposed at the AGM.

Your attention is drawn to the additional information set out in the Appendices to this circular.

Yours faithfully,

By Order of the Board Sinolink Worldwide Holdings Limited Tang Yui Man Francis

Chief Executive Officer and Executive Director

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

1. LISTING RULES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their own shares on the Stock Exchange subject to certain restrictions. This appendix serves as an explanatory statement, as required to be sent to Shareholders in connection with the proposed general mandate for repurchase of Shares by the Share Buy-Back Rules.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and its Shareholders for the Directors to have a general authority from Shareholders to enable the Company to repurchase Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and its Shareholders.

3. SHARE CAPITAL

Based on the 3,541,112,832 Shares in issue as at the Latest Practicable Date, and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the date of the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 354,111,283 Shares during the period as set out in Ordinary Resolution No. 5(A), representing not more than 10% of the aggregate nominal amount of the issued share capital of the Company as at the Latest Practicable Date.

4. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of association of the Company and Bye-laws and the applicable laws of Bermuda and Hong Kong. It is proposed that repurchases of Shares under the Repurchase Mandate in these circumstances would be financed from available cash flow or working capital facilities of the Company and its subsidiaries. The Companies Act provides that the amount of capital repayable in connection with a repurchase of Shares may only be paid out of the capital paid up on such Shares or out of the funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a new issue of Shares made for the purpose. The Companies Act further provides that the amount of premium payable on repurchase may only be paid out of the funds of the Company otherwise available for dividend or distribution or out of the Company’s share premium account. Such repurchase may only be made if on the effective date of purchase, there are no reasonable grounds for believing that the Company is, and after the purchase would be, unable to pay its debts as they fall due.

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EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts for the year ended 31 December 2010 contained in the Annual Report) in the event that the powers granted pursuant to the Repurchase Mandate was to be exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

5. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:

		Shares
	Highest		Lowest
	(HK$)		(HK$)
April 2010	1.48		1.19
May 2010	1.23		1.09
June 2010	1.19		1.10
July 2010	1.20		1.07
August 2010	1.28		1.12
September 2010	1.25		1.13
October 2010	1.23		1.12
November 2010	1.24		1.12
December 2010	1.18		1.12
January 2011	1.17		1.12
February 2011	1.16		0.92
March 2011	0.98		0.87
April 2011 (up to the Latest Practicable Date)	0.93		0.89

6. GENERAL

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Bye-laws and the applicable laws of Bermuda.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective associates (as defined in the Listing Rules) has any present intention to sell any Shares to the Company under the Repurchase Mandate if the same is approved by the Shareholders at the AGM and exercised by the Board.

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APPENDIX I

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

No connected person of the Company (as defined in the Listing Rules) has notified the Company that it/he has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders and exercised by the Board.

The Repurchase Mandate will expire upon 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 Bye-laws or the Companies Act or any other applicable laws of Bermuda 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 by the Ordinary Resolution No. 5(A).

7. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of and increase in the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code.

As at the Latest Practicable Date, according to the register of members maintained under section 336 of the SFO, Mr. Ou Yaping together with his associates were interested in 1,568,130,660 Shares, representing approximately 44.28% of the issued share capital of the Company. Based on such interest and in the event that the Directors exercised in full the power to repurchase Shares under the Repurchase Mandate, the interest of Mr. Ou Yaping together with his associates in the Company would be increased to approximately 49.20% of the issued share capital of the Company and an obligation to make a general offer may arise. In such an event, the Directors will take all steps necessary to comply with the Listing Rules and the Takeovers Code. Save as mentioned above, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of an exercise of the Repurchase Mandate. Save as mentioned above, the Directors have no intention to repurchase any Shares to the extent that it will trigger the obligations under the Takeovers Code to make a mandatory offer.

In the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, the number of Shares held by the public will not fall below 25%.

8. SHARES REPURCHASE MADE BY THE COMPANY

No repurchase of Shares (whether on the Stock Exchange or otherwise) has been made by the Company in the six months preceding the Latest Practicable Date.

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APPENDIX II

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

The details of the retiring Directors proposed to be re-elected at the AGM are set out as follows:

(1) MR. LI NINGJUN

Mr. Li Ningjun (“Mr. Li”) , aged 46, was appointed as an executive Director in September 2007 and redesignated as a non-executive Director in June 2009. He is also a director of Sinolink Properties Limited and the chief executive officer of Shanghai Bund de Rockefeller Group Master Development Co. Ltd.. Mr. Li holds a Master Degree of Civil Engineering and Construction in Changsha Railway University (now known as Central South University) and a Master Degree of Business Administration from China Europe International Business School. He joined the Group in 1995 as a director of sales and marketing, a director of planning and development, and deputy general manger of Sinolink Properties Limited. Mr. Li has over 19 years of experience in the field of property design and development, construction management, cost management, sales and marketing, business and strategic planning. Save as disclosed above, Mr. Li has not hold any directorship in other listed public companies in the past three years.

Pursuant to a service agreement entered into between Mr. Li and the Company on 13 September 2010, Mr. Li was appointed for a specific term of three years from 13 September 2010 and is subject to retirement and re-election provisions of Bye-laws. Mr. Li is entitled to an annual salary of RMB840,000 which is determined by the Board based on the review and recommendation from the remuneration committee of the Company with reference to his duties and responsibilities within the Company, the Company’s performance and the prevailing market situation. Mr. Li is not entitled to any bonus payments. As at the Latest Practicable Date, he does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Li has a personal interest in 2,000,000 Shares, representing approximately 0.06% of the issued share capital of the Company, and share options granted by the Company to subscribe for 8,375,000 Shares, representing 0.24% of the issued share capital of the Company. Save as disclosed above, Mr. Li does not have any interest in Shares within the meaning of Part XV of the SFO.

(2) MR. TANG YUI MAN FRANCIS

Mr. Tang Yui Man Francis (“Mr. Tang”) , aged 48, was appointed as an executive Director in September 2001 and the chief executive officer of the Company in 2002. Mr. Tang is also an executive director of Enerchina Holdings Limited, a company listed on the Stock Exchange. Mr. Tang holds a Bachelor’s degree in Computer Studies from the University of Victoria in Canada and a Master of Business Administration degree from The City University of New York in the United States. Mr. Tang has numerous years of experience in management, accounting and finance. He is responsible for corporate planning, strategic development and financial planning and management of the Group. He resigned as an alternate director to Mr. Ou Yaping of Towngas China Company Limited, a company listed on the Stock Exchange, effective from 16 March 2011. Save as disclosed above, Mr. Tang has not held any directorship in other listed public companies in the past three years.

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APPENDIX II

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Pursuant to a service agreement entered into between Mr. Tang and the Company on 19 March 2010, Mr. Tang was appointed for a specific term of three years from 19 March 2010 and is subject to retirement and re-election provisions of Bye-laws. Mr. Tang is entitled to an annual salary of HK$2,398,045 and year-end discretionary bonus which are determined by the Board based on the review and recommendation from the remuneration committee of the Company with reference to his duties and responsibilities within the Company, the Company’s performance and the prevailing market situation. As at the Latest Practicable Date, he does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Tang has a personal interest in 21,375,000 Shares, representing approximately 0.60% of the issued share capital of the Company, and share options granted by the Company to subscribe for 22,500,000 Shares, representing 0.64% of the issued share capital of the Company. Save as disclosed above, Mr. Tang does not have any interest in Shares within the meaning of Part XV of the SFO.

(3) MR. XIN LUO LIN

Mr. Xin Luo Lin (“Mr. Xin”) , aged 62, was appointed as an independent non-executive Director in June 2002. He is also the chairman of each of the audit committee and remuneration committee of the Company. Mr. Xin postgraduated from the Peking University in the PRC and is a Justice of Peace in New South Wales of Australia. He is also an independent non-executive director, the chairman of audit committee and remuneration committee of Enerchina Holdings Limited and an independent non-executive director, a member of audit committee and a member of remuneration committee of Central China Real Estate Limited, a non-executive director of Asian Capital Holdings Limited and Sino-Tech International Holdings Limited, all being companies listed on the Stock Exchange, a director of Mori Denki Mfg. Col, Ltd., a company listed on the Tokyo Stock Exchange and a director and the Vice Chairman of Oriental Technologies Investment Limited, a company listed on the Australian Stock Exchange. Save as disclosed above, Mr. Xin has not held any directorship in other listed public companies in the past three years.

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APPENDIX II

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Mr. Xin is appointed for a term of one year and is subject to retirement and re-election provisions of Bye-Laws. He is entitled to an annual remuneration for an amount of HK$250,000 payable in two equal instalments. His remuneration is determined by the Board and the remuneration committee of the Company with reference to his duties and responsibilities with the Company, the Company’s performance and the prevailing market situation and to be authorized by the shareholders of the Company at the annual general meeting. Mr. Xin is not entitled to any bonus payments. As at the Latest Practicable Date, he does not have any relationship with any directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Xin has a personal interest in share options granted by the Company to subscribe for 2,925,000 Shares, representing 0.08% of the issued share capital of the Company. Save as disclosed above, Mr. Xin does not have any interest in Shares within the meaning of Part XV of the SFO.

(4) MR. XIANG YA BO

Mr. Xiang Ya Bo (“Mr. Xiang”) , aged 54, was appointed as an executive Director on 28 March 2011. He is currently an executive director of Enerchina Holdings Limited, a company listed on the Stock Exchange and a director and the general manager of Sinolink Properties Limited, a subsidiary of the Company. He is a brother of Mr. Ou Yaping, the chairman of the Board, an executive Director and a substantial shareholder of the Company. He graduated with an engineering degree. Mr. Xiang has over 25 years of experience in the field of corporate management, investment management and technical administration on computer technologies and e-commerce. Save as disclosed above, Mr. Xiang has not held any directorship in other listed public companies in the past three years.

Pursuant to the service agreement entered into between Mr. Xiang and the Company on 28 March 2011, Mr. Xiang was appointed for a term of three years from 28 March 2011 and is entitled to an annual salary of RMB1,000,000. He is subject to retirement and re-election provisions of Bye-laws and is entitled to year-end discretionary bonus. His emolument is determined by the Board based on the review and recommendation from the remuneration committee of the Company with reference to his duties and responsibilities within the Company, the Company’s performance and the prevailing market situation. Save as disclosed above and as at the Latest Practicable Date, he does not have any relationships with any other directors, senior management or substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Xiang has a personal interest in share options granted by the Company to subscribe for 11,250,000 Shares, representing 0.32% of the issued share capital of the Company. Save as disclosed above, Mr. Xiang does not have any interest in Shares within the meaning of Part XV of the SFO.

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APPENDIX II

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

Save as disclosed above and as at the Latest Practicable Date, each of the above Directors does not hold any other positions in the Group. Other than the aforesaid, in relation to each of the above Directors, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provision under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matters need to be brought to the attention of the Shareholders in relation to the re-election of the above retiring Directors.

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NOTICE OF ANNUAL GENERAL MEETING

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(Incorporated in Bermuda with limited liability)

(Stock Code: 1168)

NOTICE IS HEREBY GIVEN that the annual general meeting of Sinolink Worldwide Holdings Limited (“ Company ”) will be held at the Board Room, 28th Floor, Infinitus Plaza, 199 Des Voeux Road Central, Hong Kong on Friday, 27 May 2011 at 11:45 a.m. for the following purposes:

1. to receive and consider the audited consolidated financial statements and the reports of the directors and independent auditor of the Company for the year ended 31 December 2010;

2. (a) to re-elect the following directors of the Company:

   • (i) Mr. Li Ningjun;

   • (ii) Mr. Tang Yui Man Francis; and

   • (iii) Mr. Xiang Ya Bo

3. (b) to authorise the board of directors of the Company to fix the remuneration of the directors of the Company;

4. to re-elect Mr. Xin Luo Lin as independent non-executive director of the Company and to authorise the board of directors of the Company to fix his remuneration;

5. to re-appoint auditors of the Company and to authorise the board of directors of the Company to fix the remuneration of the auditors of the Company;

• for identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

1. as special business, to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company, with or without modification:

ORDINARY RESOLUTIONS

• (A) “ THAT:

• (a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company (“ Directors ”) during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase shares of HK$0.10 each in the share capital of the Company on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) or on any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong (“ Securities and Futures Commission ”) and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and/or the rules and regulation of the Securities and Futures Commission, the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of shares of the Company which the Directors are authorized to exercise the powers of the Company to repurchase pursuant to the approval in paragraph (a) of this resolution above shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue at the date of passing of this resolution and the authority pursuant to paragraph (a) above shall be limited accordingly;

• (c) for the purposes of this resolution, “ Relevant Period ” means the period from the date of 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 bye-laws of the Company or the Companies Act 1981 of Bermuda or any other applicable laws of Bermuda to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”;

(B) “ THAT:

• (a) subject to paragraph (c) of this resolution and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the exercise by the directors of the Company (“ Directors ”) during the Relevant Period (as hereinafter defined) of all powers of the Company to allot, issue and deal with additional shares of HK$0.10 each in the share capital of the Company and to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require shares to be allotted be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make and grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares of the Company) which would or might require shares of the Company to be allotted 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) by the Directors pursuant to the approval in paragraph (a) of this resolution during the Relevant Period, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined) or (ii) an issue of shares pursuant to the exercise of rights of subscription or conversion under the terms of any existing warrants, bonds, debentures, notes or other securities of the Company or (iii) an issue of shares upon the exercise of subscription rights under any option scheme or similar arrangement of shares or rights to acquire shares of the Company or (iv)

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NOTICE OF ANNUAL GENERAL MEETING

an issue of shares pursuant to any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the memorandum of association and the bye-laws of the Company, shall not exceed 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution, “ Relevant Period ” means the period from the date of 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 bye-laws of the Company or the Companies Act 1981 of Bermuda or any other applicable laws of Bermuda to be held; and

• (iii) the passing of an ordinary resolution by shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.

“ Rights Issue ” means an offer of shares or issue of options, warrants or other securities giving the right to subscribe for shares of the Company, open for a period fixed by the Directors to holders of shares of the Company, or any class of shares of the Company, whose names appear on the register of members of the Company (and, where appropriate, to holders of other securities of the Company entitled to the offer) on a fixed record date in proportion to their holdings of such shares (or, where appropriate such other securities) as at that date (subject to such exclusions 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 any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”;

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NOTICE OF ANNUAL GENERAL MEETING

(C) “ THAT conditional upon the passing of resolutions nos. 5(A) and 5(B) set out in the notice convening this meeting, the unconditional general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with additional shares in the Company pursuant to resolution no. 5(B) set out in the notice convening this meeting be and is hereby extended by the addition thereto of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to resolution no. 5(A) set out in the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.”

By Order of the Board Sinolink Worldwide Holdings Limited LO Tai On Company Secretary

Hong Kong, 21 April 2011

Registered Office: Head office and principal place of Clarendon House business in Hong Kong: 2 Church Street 28th Floor, Infinitus Plaza Hamilton HM 11 199 Des Voeux Road Central Bermuda Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (i) Any member entitled to attend and vote at the meeting is entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company.

• (ii) 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 seal or under the hand of an officer, attorney or other person authorised to sign the same.

• (iii) To be valid, the form, a form of proxy and the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queens Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjourned meeting.

• (iv) In the case of joint holders of a share, if more than one of such joint holders be present at any meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holder, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

• (v) With reference to Resolutions 2(a)(i), 2(a)(ii), 2(a)(iii) and 3 above, Mr. Li Ningjun, Mr. Tang Yui Man Francis, Mr. Xiang Yo Bo and Mr. Xin Luo Lin will retire and, being eligible, offer themselves for re-election at the AGM. Their particulars are set out in Appendix II of the circular to shareholders dated 21 April 2011.

• (vi) As at the date of this notice, the executive Directors of the Company are Mr. Ou Yaping (Chairman), Mr. Tang Yui Man Francis (Chief Executive Officer), Mr. Chen Wei and Mr. Xiang Ya Bo; the non-executive Directors are Mr. Law Sze Lai and Mr. Li Ningjun; the independent non-executive Directors are Mr. Tian Jin, Dr. Xiang Bing and Mr. Xin Luo Lin.

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