Guotai Haitong Securities Co., Ltd. — Proxy Solicitation & Information Statement 2016

Apr 15, 2016

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 proxy form 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.

==> picture [269 x 102] intentionally omitted <==

(Stock Code: 1168)

PROPOSALS INVOLVING GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, REFRESHMENT OF SCHEME MANDATE LIMIT, 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 Thursday, 19 May 2016 at 11:45 a.m. is set out on pages 14 to 18 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.

18 April 2016

* 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 . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	REFRESHMENT OF SCHEME MANDATE LIMIT . . . . . . . . . . . . . . . . . . . . . .	5
5.	RE-ELECTION OF THE RETIRING DIRECTORS . . . . . . . . . . . . . . . . . . . . . .	6
6.	ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	ACTION TO BE TAKEN . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14

• 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 to be held at the Board
	Room, 28th Floor, Infinitus Plaza, 199 Des Voeux Road Central,
	Hong Kong on Thursday, 19 May 2016 at 11:45 a.m.;
“AGM Notice”	the notice for convening the AGM as set out on pages 14 to 18 of
	this circular;
“Annual Report”	the annual report of the Company for the year ended 31 December
	2015;
“Board”	the board of Directors;
“Bye-laws”	the bye-laws of the Company as may be amended from time to
	time;
“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;
“Existing Share Option Scheme”	the share option scheme of the Company adopted pursuant to an
	ordinary resolution of the Shareholders passed on 17 May 2012;
“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”	12 April 2016, 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;
“Ordinary Resolution(s)”	the proposed ordinary resolution(s) as referred to in the AGM
	Notice;
“PRC”	the People’s Republic of China;

• 1 -

DEFINITIONS

“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. 4(A) up to a maximum of 10% of the total
	number of issued Shares as at the date of passing of such
	resolution;
“Resolutions”	the Ordinary Resolution(s);
“Scheme Mandate Limit”	the maximum number of Share which may be issued upon exercise
	of all options to be granted under the Existing Share Option
	Scheme and any other share option scheme(s) of the Company,
	which shall not in aggregate exceed 10% of the Shares in issue as
	at the date of approval of the Existing Share Option Scheme or of
	the renewal of such limit;
“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. 4(B) up to 20% of the
	total number of issued Shares 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 Code on Takeovers and Mergers; and
“%”	per cent.

• 2 -

LETTER FROM THE BOARD

==> picture [269 x 101] intentionally omitted <==

(Stock Code: 1168)

Executive Directors: Tang Yui Man Francis (Chairman of the Board) Xiang Ya Bo (Chief Executive Officer) Chen Wei

Non-executive Directors: Ou Yaping Ou Jin Yi Hugo Law Sze Lai

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

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

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

18 April 2016

To the Shareholders

Dear Sir or Madam,

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

1. INTRODUCTION

At the annual general meeting of the Company held on 20 May 2015, 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 total number of the issued Shares as at the date of passing of such resolution;

• For identification purposes only

• 3 -

LETTER FROM THE BOARD

• (2) allot, issue and deal with Shares not exceeding 20% of the total number of the issued Shares 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 total number 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 refreshment of Scheme Mandate Limit and 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

An ordinary resolution will be proposed at the forthcoming AGM to grant to the Directors the Repurchase Mandate, details of which are set out in the Ordinary Resolution No. 4(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. 4(A) approving the Repurchase Mandate. The Shares which may be repurchased pursuant to the Repurchase Mandate shall not exceed 10% of the total number of issued Shares as at the date of passing the Ordinary Resolution No. 4(A) approving the Repurchase Mandate.

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

3. GENERAL MANDATE TO ISSUE SHARES

Two ordinary resolutions, namely Ordinary Resolutions Nos. 4(B) and 4(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 total number of issued Shares as at the date of passing of the Ordinary Resolution No. 4(B), representing 708,222,566 Shares as at the Latest Practicable Date; and (ii) an extension to such general mandate so granted to the Directors by adding thereto any Shares repurchased by the Company since the grant of such general mandate up to 10% of the total number of issued Shares as at the date of passing of the Ordinary Resolution No. 4(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. 4(B) and 4(C).

• 4 -

LETTER FROM THE BOARD

4. REFRESHMENT OF SCHEME MANDATE LIMIT

Under the Existing Share Option Scheme and the applicable Listing Rules, the Board has the right to grant to the eligible participants options to subscribe for up to a maximum of 354,111,283 Shares, representing 10% of the Shares in issue as at 17 May 2012, being the date of the adoption of the Existing Share Option Scheme, and representing approximately 10% of the total issued Shares as at the Latest Practicable Date.

Since the date of the adoption of the Existing Share Option Scheme on 17 May 2012, the Company has granted options carrying right to subscribe for an aggregate of 119,000,000 Shares under the Existing Share Option Scheme. As no options have been exercised, lapsed or cancelled up to the Latest Practicable Date, such options for subscription of 119,000,000 Shares remained outstanding. 235,111,283 Shares may be granted under the Existing Share Option Scheme before the refreshment of the Scheme Mandate Limit. As the Scheme Mandate Limit was not refreshed since the date of adoption of Existing Share Option Scheme, the Directors consider that the Company should refresh the Scheme Mandate Limit in accordance with the Existing Share Option Scheme so that the Company will have greater flexibility to provide incentives to, and recognise the contributions of, the employees of the Company and of its subsidiaries (as defined in the Listing Rules).

Subject to the approval of the Shareholders at the AGM and the Stock Exchange granting the listing of, and the permission to deal in, such number of Shares which may fall to be allotted and issued pursuant to the exercise of options granted under the renewed Scheme Mandate Limit, on the basis of 3,541,112,832 Shares in issue as at the Latest Practicable Date, and assuming that no Shares are issued or repurchased by the Company prior to the AGM, the Company will be entitled to grant further options under the Existing Share Option Scheme and other share option schemes of the Company carrying rights to subscribe for up to 354,111,283 Shares.

As at the Latest Practicable Date, options carrying right to subscribe for up to 119,000,000 Shares, representing approximately 3.36% of the Shares in issue as at the Latest Practicable Date, remained outstanding. The options previously granted under the Existing Share Option Scheme and any other share option schemes of the Company (including options outstanding, cancelled, lapsed or exercised in accordance with the terms thereof) shall not be counted for the purpose of calculating the Scheme Mandate Limit as refreshed.

An ordinary resolution will therefore be proposed to the Shareholders at the AGM to refresh the Scheme Mandate Limit so as to allow the Directors to grant share options entitling holders thereof to subscribe for up to 10% of the issued Shares as at the date of passing the relevant resolution at the AGM. Details of the refreshment of Scheme Mandate Limit are set out in Ordinary Resolution No. 4(D).

The number of Shares to be issued upon exercise of all outstanding options granted and yet to be exercised under the Existing Share Option Scheme and all other share options schemes of the Company must not, in aggregate, exceed 30% of the issued Shares from time to time. The Directors consider that the refreshment of the Scheme Mandate Limit is in the interests of the Company and the Shareholders as a whole.

• 5 -

LETTER FROM THE BOARD

The refreshment of Scheme Mandate Limit is conditional upon:

• (a) the passing of an ordinary resolution to approve the refreshment of Scheme Mandate Limit by the Shareholders at the AGM; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares (representing a maximum of 10% of the Shares in issue as at the date of the AGM approving the refreshment of Scheme Mandate Limit) which may fall to be issued pursuant to the exercise of options granted under the refreshed Scheme Mandate Limit.

Application will be made to the Listing Committee of the Stock Exchange for the approval of the listing of, and permission to deal in, the Shares which may be issued upon the exercise of the options to be granted under the aforesaid refreshed limit of the Existing Share Option Scheme.

5. RE-ELECTION OF THE RETIRING DIRECTORS

The Board currently consists of nine Directors, namely Messrs. Tang Yui Man Francis (Chairman of the Board), Xiang Ya Bo (Chief Executive Officer) and Chen Wei, being the executive Directors, Messrs. Ou Yaping, Ou Jin Yi Hugo and Law Sze Lai, 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 87(1) of the Bye-laws, Messrs. Chen Wei, Tian Jin and Tang Yui Man Francis, being Directors who have been longest in office since their last re-election, shall retire by rotation at the AGM and, being eligible, would offer themselves for re-election.

In accordance with Bye-law 86(2) of the Bye-laws, Mr. Ou Jin Yi Hugo who has been appointed as a non-executive Director by the Board on 5 January 2016, will hold office only until the next following annual general meeting of the Company and will retire at the AGM and being eligible, will offer himself for reelection as Director at the AGM.

Pursuant to Code Provision A.4.3 of the Corporate Governance Code set out in Appendix 14 to the Listing Rules, if an independent non-executive director serves more than nine years, his further appointment should be subject to a separate resolution to be approved by shareholders. Mr. Tian Jin has been an independent non-executive Director for more than nine years. The Board believes that he is still independent as he has not held any executive or management position in the Group since his appointment. In performing his role as an independent non-executive Director, Mr. Tian Jin has been exercising independent judgment not in any way affected by his length of service to the Company. Mr. Tian Jin has also provided the Company with an annual confirmation of independence pursuant to Rule 3.13 of the Listing Rules. Hence, the Board comes to the view that Mr. Tian Jin should be re-elected and therefore recommends the Shareholders to vote in favour of the resolution for his re-election. In this regard, a separate resolution will be put forward at the AGM to re-elect Mr. Tian Jin as an independent non-executive Director.

Details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II hereto.

• 6 -

LETTER FROM THE BOARD

6. 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, the refreshment of Scheme Mandate Limit and the re-election of the retiring Directors are set out on pages 14 to 18 of this circular.

To the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the AGM.

Pursuant to the Listing Rules, any vote of Shareholders taken at the AGM to approve the resolutions proposed must be taken by poll, and an announcement will be made by the Company after the AGM on the poll results of the AGM.

7. 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 proxy form will not preclude you from attending and voting in person at the AGM or any adjourned meeting (as the case may be).

8. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with respect to the Company. The information contained herein relating to the Company has been supplied by the Directors, who collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts not contained in this circular the omission of which would make any statement herein misleading insofar as it relates to the Company.

9. RECOMMENDATION

The Directors believe that the proposals for the Repurchase Mandate, the Share Issue Mandate, the extension of the Share Issue Mandate, the refreshment of Scheme Mandate Limit 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

Xiang Ya Bo

Chief Executive Officer and Executive Director

• 7 -

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 the Ordinary Resolution No. 4(A), representing not more than 10% of the total number of Shares in issue 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.

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 2015 contained in the Annual Report) in the event that the powers granted pursuant to the Repurchase Mandate is 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.

• 8 -

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

APPENDIX I

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 2015	1.10		0.59
May 2015	1.71		0.97
June 2015	1.57		1.22
July 2015	1.38		0.59
August 2015	0.91		0.67
September 2015	0.88		0.68
October 2015	0.98		0.82
November 2015	1.05		0.85
December 2015	1.08		0.91
January 2016	1.03		0.82
February 2016	0.95		0.82
March 2016	0.91		0.83
April 2016 (up to the Latest Practicable Date)	0.88		0.82

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 close 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.

No core connected person (as defined in the Listing Rules) of the Company 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. 4(A).

• 9 -

APPENDIX I

EXPLANATORY STATEMENT FOR THE REPURCHASE MANDATE

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 1,597,568,660 Shares, representing approximately 45.11% of the issued Shares. Based on such interest and in the event that the Directors exercise in full the power to repurchase Shares under the Repurchase Mandate, the interest of Mr. Ou Yaping together with his associates in the Company will be increased to approximately 50.12% of the issued Shares and an obligation to make a general offer may arise. 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. 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.

• 10 -

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

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

(1) MR. TANG YUI MAN FRANCIS

Mr. Tang Yui Man Francis (“ Mr. Tang ”), aged 53, was appointed as an executive Director in September 2001 and the chief executive officer of the Company in 2002 and ceased to act as chief executive officer and appointed as the chairman of the board of Directors and a member of the remuneration committee of the Company in August 2013. Mr. Tang is a member of nomination committee of the Company since 27 March 2012. He is also an executive director of Enerchina Holdings Limited (“ Enerchina ”), a company listed on the Stock Exchange and a director of Sinolink Properties Limited, a subsidiary of the Company. 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. Mr. Tang is responsible for corporate planning, strategic development and financial planning and management of the Group. Save as disclosed above, Mr. Tang has not held any directorship in other listed public companies in the past three years.

Pursuant to the service agreement entered into between Mr. Tang and the Company on 17 March 2016, Mr. Tang is appointed for a term of three years and is subject to retirement and re-election provisions in the Bye-laws. He is entitled to an annual salary of HK$2,268,045, vehicle allowance of HK$130,000 per annum 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 with the Company, the Company’s performance and the prevailing market situation.

As at the Latest Practicable Date, Mr. Tang did not have any relationship with any Directors, senior management of the Company, substantial or controlling Shareholders and had a personal interest in 21,375,000 Shares and share options granted by the Company to subscribe for 35,000,000 Shares. Save as disclosed above, Mr. Tang does not have any interest in the Shares within the meaning of Part XV of the SFO.

(2) MR. CHEN WEI

Mr. Chen Wei (“ Mr. Chen ”), aged 54, was appointed as an executive Director in December 1997. He is also an executive director, the chairman of the board of directors and a member of remuneration committee of Enerchina, a company listed on the Stock Exchange. Mr. Chen holds a Bachelor of Engineering Management degree from the Beijing Institute of Technology in the PRC. Mr. Chen was previously employed by a number of large organisations and has over 30 years of experience in engineering, business administration, market development and management. Mr. Chen joined the Group in February 1992 and is responsible for the overall business development, management and strategic planning of the Group. Save as disclosed above, Mr. Chen has not held any directorship in other listed public companies in the past three years.

• 11 -

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

Pursuant to the service agreement entered into between Mr. Chen and the Company on 31 March 2014, Mr. Chen was appointed for a term of three years and is subject to retirement and re-election provisions in the Bye-laws. He is entitled to an annual salary of HK$200,004 payable in 14 instalments and a discretionary year-end management bonus. His remuneration 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 with the Company, the Company’s performance and the prevailing market situation.

As at the Latest Practicable Date, Mr. Chen did not have any relationship with any Directors, senior management of the Company, substantial or controlling Shareholders and had a personal interest in 13,500,000 Shares and share options granted by the Company to subscribe for 3,000,000 Shares. Save as disclosed above, Mr. Chen does not have any interest in the Shares within the meaning of Part XV of the SFO.

(3) MR. OU JIN YI HUGO

Mr. Ou Jin Yi Hugo (“ Mr. Ou ”), aged 23, was appointed as a non-executive Director in January 2016. He received a Bachelor’s degree in East Asian Studies from Princeton University. He is currently part of the investment team at Thrive Capital, a New York-based venture capital firm with investments in Instagram, Twitch, Spotify, and other software companies. Prior to joining Thrive Capital, Mr. Ou founded a boutique travel agency, Ou You Travel, catering to the Chinese outbound travel sector. He was an investment manager and the Deputy Director of the Corporate Development Department of the Company in 2010 to 2012 and 2012 to 2015, respectively. He was responsible for reviewing residential and commercial property development deals in the United States, and as portfolio manager of public and private equities, including stocks, bonds, startups, and private equity firms. As at the Latest Practicable Date, Mr. Ou had not held any directorship in other listed public companies in the past three years.

Mr. Ou is a son of Mr. Ou Yaping who is a non-executive Director and substantial Shareholder and is also a nephew of Mr. Xiang Ya Bo, the chief executive officer of the Company and an executive Director.

Pursuant to a letter of appointment entered into between Mr. Ou and the Company on 5 January, 2016, Mr. Ou acts as a non-executive director of the Company for a term beginning on the date of his appointment and ending on 31 December, 2016. He is subject to retirement and re-election under the provisions of Bye-laws and is entitled to an annual remuneration of HK$250,000 (on a pro rata basis according to the duration of his appointment) payable in two equal instalments which is determined by the Board (with Shareholders’ authorization) 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, save as disclosed above, Mr. Ou did not have any relationship with any other Directors, senior management of the Company, substantial or controlling Shareholders nor had any interest in the Shares within the meaning of Part XV of the SFO.

• 12 -

DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED

APPENDIX II

(4) MR. TIAN JIN

Mr. Tian Jin (“ Mr. Tian ”), aged 58, was appointed as an independent non-executive Director in May 2005. He is also a member of audit committee and chairman of nomination committee of the Company. Mr. Tian holds a Bachelor of Arts from Hunan University, Master of Arts from Wuhan University and Doctorate in Administration and Management from Auburn University. He is the Principal of Tur Partners LLC effective from 14 November 2011. Before joining Tur Partners LLC, Mr. Tian served as CEO of Morningstar Asia and Chairman of Morningstar China and was a lecturer of Hunan University, visiting professor of Auburn University, Director of Academic Technology Development of DePaul University, Director of Institutional Planning and Research of DePaul University. As at the Latest Practicable Date, Mr. Tian had not held any directorship in other listed public companies in the past three years.

Pursuant to the letter of appointment entered into between Mr. Tian and the Company on 5 January 2016, Mr. Tian is appointed for a term of one year and is subject to retirement and re-election provisions in the Bye-laws. He is entitled to an annual remuneration of HK$250,000 payable in two equal instalments which is determined by the Board (with Shareholders’ authorization) based on the review and recommendation from 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.

As at the Latest Practicable Date, Mr. Tian did not have any relationship with any Directors, senior management of the Company, substantial or controlling Shareholders and had personal interest in share options granted by the Company to subscribe for 2,000,000 Shares. Save as disclosed above, Mr. Tian does not have any interest in Shares within the meaning of Part XV of the SFO.

Save as disclosed above and as at the Latest Practicable Date, each of the above Directors did not hold any other positions in the Group. Other than the aforesaid, in relation to each of the above retiring 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 Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in relation to the re-election of the above retiring Directors.

• 13 -

NOTICE OF ANNUAL GENERAL MEETING

==> picture [269 x 101] intentionally omitted <==

(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 Thursday, 19 May 2016 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 auditors of the Company for the year ended 31 December 2015;

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

   • (i) Mr. Tang Yui Man Francis;

   • (ii) Mr. Chen Wei;

   • (iii) Mr. Ou Jin Yi Hugo;

   • (iv) Mr. Tian Jin; and

3. (b) To authorise the board of directors of the Company to fix the remuneration of the directors of the Company for the year ending 31 December 2016;

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

5. 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 (“ Shares ”) on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) or on any other stock exchange on which the shares

* For identification purposes only

• 14 -

NOTICE OF ANNUAL GENERAL MEETING

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 regulations 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 total number of Shares which the Directors are authorised 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 total number of issued Shares at the date of passing of this resolution provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be repurchased pursuant to the approval in paragraph (a) above as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted 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

• (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 (“ Shares ”) 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;

• 15 -

NOTICE OF ANNUAL GENERAL MEETING

• (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 which would or might require Shares to be allotted after the end of the Relevant Period;

• (c) the total number of Shares 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 or (iv) 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 in accordance with the memorandum of association and the bye-laws of the Company, shall not exceed 20 per cent. of the total number of issued Shares as at the date of passing of this resolution provided that if any subsequent consolidation or subdivision of Shares is effected, the maximum number of Shares that may be issued pursuant to the approval in paragraph (a) above as a percentage of the total number of issued Shares immediately before and after such consolidation or subdivision shall be the same and such maximum number of Shares shall be adjusted 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, open for a period fixed by the Directors to holders of Shares, 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

• 16 -

NOTICE OF ANNUAL GENERAL MEETING

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).”;

• (C) “ THAT conditional upon the passing of resolutions Nos. 4(A) and 4(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. 4(B) set out in the notice convening this meeting be and is hereby extended by the addition thereto of a number representing the total number of issued Shares repurchased by the Company subsequent to the passing of the resolution No. 4(B), provided that such extended number of shares of the Company shall not exceed 10 per cent. of the total number of issued Shares as at the date of passing of this resolution (such total number to be subject to adjustment in the case of any consolidation or subdivision of any of shares of the Company into a larger or smaller number of shares of the Company after the passing of this resolution).”; and

• (D) “ THAT subject to and conditional upon the Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in the shares of HK$0.10 each (“ Shares ”) in the share capital of the Company (representing a maximum of 10 per cent of the Shares in issue as at the date of passing of this resolution) which may be issued pursuant to the exercise of options granted under the Company’s share option scheme adopted on 17 May 2012 (the “ Share Option Scheme ”), the 10 per cent. limit on grant of options under the Share Option Scheme be and is hereby refreshed provided that the total number of Shares which may be issued upon the exercise of all options to be granted under the Share Option Scheme and any other share option schemes of the Company under the limit as refreshed hereby shall not exceed 10 per cent. of the Shares in issue as at the date of passing of this resolution (such number of Shares to be subject to adjustment in the case of any consolidation or subdivision of any of Shares into a smaller or larger number of Shares after the passing of this resolution) (the “ Refreshed Mandate Limit ”); and any Director be and is hereby authorised to do such act and execute such document to effect the Refreshed Mandate Limit.”

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

Company Secretary

Hong Kong, 18 April 2016

Registered Office:

Clarendon House

2 Church Street Hamilton HM 11 Bermuda

• 17 -

NOTICE OF ANNUAL GENERAL MEETING

Head office and principal place of business in Hong Kong:

28th Floor Infinitus Plaza 199 Des Voeux Road Central

Hong Kong

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 needs 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 authorised 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, a proxy form 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 2(a)(iv) above, Mr. Tang Yui Man Francis, Mr. Chen Wei, Mr. Ou Jin Yi Hugo and Mr. Tian Jin will retire and, being eligible, offer themselves for re-election at the said annual general meeting. Their particulars are set out in Appendix II of the circular to shareholders dated 18 April 2016.

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

• 18 -