Li Ning Company Limited — Proxy Solicitation & Information Statement 2012

Apr 20, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you are in any doubt as to any aspect of this circular or as to action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountants or other appropriate independent professional advisers.

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

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

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CHINLINK INTERNATIONAL HOLDINGS LIMITED 普匯中金國際控股有限公司[*]

(formerly known as Decca Holdings Limited 達藝控股有限公司 _) (Incorporated in Bermuda with limited liability)_ (Stock Code: 997)*

PROPOSALS FOR SUBDIVISION OF SHARES AND CHANGE OF BOARD LOT SIZE AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening a special general meeting of the Company (the “ SGM ”) to be held at 7/F., Two Exchange Square, 8 Connaught Place, Central, Hong Kong, on Wednesday, 9 May 2012 at 9:00 a.m. is set out on pages 9 to 10 of this circular. Whether or not you are not able to attend the SGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for the holding of meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting should you so wish.

23 April 2012

* For identification purpose only

CONTENT

	Page
Definitions......................................................................................................................................	1
Expected Timetable of Share Subdivision.................................................................................	2
Letter from the Board..................................................................................................................	4
Notice of Special General Meeting.............................................................................................	9

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DEFINITIONS

“Board”	the board of Directors
“Company”	Chinlink International Holdings Limited, a company
	incorporated in Bermuda with limited liability, the issued Shares
	of which are listed on Main Board of Stock Exchange
“CCASS”	the Central Clearing and Settlement System established and
	operated by HKSCC
“Directors”	the director(s) of the Company
“Existing Share Certificate(s)”	existing form of certificates of the Shares
“Group”	The Company and its subsidiaries
“HKSCC”	Hong Kong Securities Clearing Company Limited
“Hong Kong”	Hong Kong Special Administrative Region of the People’s
	Republic of China
“Latest Practicable Date”	19 April, 2012, being the latest practicable date prior to the
	issue of this circular for ascertaining certain information
	contained herein
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“New Share Certificate(s)”	form of certificates of the Subdivided Shares
“SGM”	the Special General Meeting of the Company to be convened to
	consider and, if thought fit, approve the Share Subdivision
“Share(s)”	ordinary share(s) of HK$0.10 each in the issued and unissued
	share capital of the Company prior to the Share Subdivision
“Shareholder(s)”	holder(s) of Share(s) or Subdivided Shares, as the case may be
“Share Subdivision”	the proposed subdivision of each Share into 8 Subdivided Shares
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Subdivided Share(s)”	subdivided ordinary share(s) of HK$0.0125 each in the issued
	and unissued share capital of the Company upon completion of
	the Share Subdivision
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong

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EXPECTED TIMETABLE OF SHARE SUBDIVISION

Set out below is the expected timetable for the Share Subdivision of the Company:

Despatch of the circular regarding, among

other matters, the Share Subdivision ............................................................ Monday, 23 April 2012 Publication of the notice of SGM ..................................................................... Monday, 23 April 2012 Latest time for lodging the form

of proxy for the SGM ....................................................................... 9:00 a.m. Monday, 7 May 2012 SGM ................................................................................................. 9:00 a.m. Wednesday, 9 May 2012 Publication of poll results of the SGM........................................................... Wednesday, 9 May 2012

The following events are conditional on the fulfillment of the conditions for the implementation of the Share Subdivision

Effective date of the Share Subdivision ...........................................................Thursday, 10 May 2012 Dealing in the Subdivided Shares commence ................................. 9:00 a.m. Thursday, 10 May 2012 Original counter for trading in existing Shares in board lots of 2,000 Shares temporarily closes......................................................................... 9:00 a.m. Thursday, 10 May 2012

Temporary counter for trading in board lots of 16,000 Subdivided Shares (in form

of Existing Share Certificates) opens .......................................... 9:00 a.m. Thursday, 10 May 2012

Free exchange of Existing Share Certificates

for the New Share Certificates for the Subdivided Shares commences .....................................................................Thursday, 10 May 2012 Original counter for trading in Subdivided Shares in board lots of 10,000 Subdivided Shares (in the form of New Share Certificates) re-opens ................................................................... 9:00 a.m. Thursday, 24 May 2012

Parallel trading in Subdivided Shares (in form of Existing Share Certificates and New Share Certificates) commences .................................... 9:00 a.m. Thursday, 24 May 2012

Designated broker starts to stand in the market for providing the matching services for the odd lots of the Subdivided Shares .........................................................................................Thursday, 24 May 2012

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EXPECTED TIMETABLE OF SHARE SUBDIVISION

Temporary counter for trading in board lots

of 16,000 Subdivided Shares (in form

of Existing Share Certificates) closes...................................... 4:00 p.m. Wednesday, 13 June 2012

Parallel trading in Subdivided Shares

(in form of Existing Share Certificates and New Share Certificates) ends ............................................ 4:00 p.m. Wednesday, 13 June 2012

Designated broker creases to stand

in the market for providing the matching services for the odd lots of the Subdivided Shares........................................................................... Wednesday, 13 June 2012

Free exchange of Existing Share

Certificates for the Shares for New Share Certificates for the Subdivided Shares ends.................................................................................. Monday, 18 June 2012

Further announcement will be made by the Company for changes, if any, in the expected timetable for implementation of the Share Subdivision and the associated trading arrangements as mentioned in this circular.

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LETTER FROM THE BOARD

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CHINLINK INTERNATIONAL HOLDINGS LIMITED 普匯中金國際控股有限公司[*]

(formerly known as Decca Holdings Limited 達藝控股有限公司 _) (Incorporated in Bermuda with limited liability)_ (Stock Code: 997)*

Executive Directors: Mr. Li Weibin Mr. Siu Wai Yip Ms. Lam Suk Ling, Shirley

Non-executive Director: Ms. Fung Sau Mui

Independent non-executive Directors:

Mr. Lau Chi Kit Ms. Lai Ka Fung, May Ms. Chan Sim Ling, Irene

Registered Office: Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

Head office and principal place of business in Hong Kong: 7/F., Two Exchange Square, 8 Connaught Place, Central, Hong Kong

23 April 2012

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR SUBDIVISION OF SHARES AND CHANGE OF BOARD LOT SIZE AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information relating to (i) the Share Subdivision and the proposed change in board lot size; (ii) the trading arrangements in respect of the Subdivided Shares; (iii) the procedure for the free exchange of the Existing Share Certificates for the New Share Certificates for the Subdivided Shares; and (iv) the notice of the SGM.

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LETTER FROM THE BOARD

SHARE SUBDIVISION

The Board proposes that each of the existing issued and unissued Shares of HK$0.10 each in share capital of the Company be subdivided into 8 Shares of HK$0.0125 each. The Share Subdivision will become effective upon the fulfillment of the conditions set out in paragraph headed “Conditions of the Share Subdivision” below.

As at the Latest Practicable Date, the authorized share capital of the Company is HK$40,000,000 divided into 400,000,000 Shares, of which 200,000,000 Shares are in issue and fully paid. Immediately upon the Share Subdivision becoming effective, the authorized share capital of the Company will be HK$40,000,000 comprising 3,200,000,000 Subdivided Shares, of which 1,600,000,000 Subdivided Shares will be in issue and fully paid, assuming that no further Shares are issued or repurchased after the Latest Practicable Date and prior to the Share Subdivision becoming effective.

The Share Subdivision will not be expected to result in any odd lots other than those already exist.

The Subdivided Shares will rank pari passu with each other in all respects and the rights attached to the Subdivided Shares will not be affected by the Share Subdivision.

As at the Latest Practicable Date, there were no outstanding convertible securities issued and no options granted which carry rights to acquire Shares.

CONDITIONS OF THE SHARE SUBDIVISION

The Share Subdivision is conditional upon:

• (a) the passing of an ordinary resolution by the Shareholders at the SGM to approve the Share Subdivision; and

• (b) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Subdivided Shares.

An application will be made to the Stock Exchange for the listing of and permission to deal in the Subdivided Shares arising from the Share Subdivision. Subject to the granting of the listing of, and permission to deal in, the Subdivided Shares on the Stock Exchange, the Subdivided Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Subdivided Shares on the Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

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LETTER FROM THE BOARD

PROPOSED CHANGE OF BOARD LOT SIZE

The Shares are currently traded in board lots of 2,000 Shares. Upon the Share Subdivision becoming effective, the Subdivided Shares will be traded in board lots of 10,000 Subdivided Shares. Based on the closing price of the Shares as at the Latest Practicable Date of HK$2.51 per Share, the current board lot value amounting to HK$5,020. The proposed change of board lot of 10,000 Subdivided Shares, together with the Share Subdivision, will effectively reduce the board lot value to approximately HK$3,138 (calculated based on the closing price of the Latest Practicable Date and adjusted for the effect of Share Subdivision).

The proposed change in board lot size upon the Share Subdivision becoming effective will result in odd lots of the Subdivided Shares. In order to alleviate the difficulties arising from the existence of such odd lots, the Company will arrange matching services for the odd lots of the Subdivided Shares during the period from Thursday, 24 May 2012 to Wednesday, 13 June 2012 (both dates inclusive).

REASONS FOR THE SHARE SUBDIVISION AND THE PROPOSED CHANGE OF BOARD LOT SIZE

The Share Subdivision will decrease the nominal value and increase the total number of shares in issue. The Share Subdivision will result in downward adjustment to the trading price of the Shares. The Board believes that the Share Subdivision will decrease the trading spread and thus result in the improved liquidity in trading of the Company’s Subdivided Shares. Therefore, the Board believes the Share Subdivision will improve the liquidity in trading of Shares of the Company and thereby would attract more investors and widen the Shareholder base. The Board also considers that the proposed change of board lot size will result in Subdivided Shares being traded in a more reasonable board lot size and value.

Other than the expenses, including professional fees and printing charges, to be incurred in relation to the Share Subdivision and the proposed change in board lot size, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Group or the shareholdings, rights and interests of the Shareholders. The Board considers that the Share Subdivision and the proposed change in board lot size are in the best interests of the Company and its Shareholders as a whole.

FREE EXCHANGE OF SHARE CERTIFICATES

The Existing Share Certificates will only be valid for delivery, trading and settlement purposes for the period up to 4:00 p.m. on Wednesday, 13 June 2012 and thereafter will not be accepted for delivery, trading and settlement purposes. However, the Existing Share Certificates will continue to be good evidence of legal title to the Subdivided Shares on the basis of 1 Share for 8 Subdivided Shares.

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LETTER FROM THE BOARD

The Existing Share Certificates will be exchanged free of charge for the New Share Certificates for Subdivided Shares between 9:00 a.m. and 4:00 p.m. on any business day from Thursday, 10 May 2012 to Monday, 18 June 2012 (both dates inclusive) at the Company’s Hong Kong share registrar, Tricor Standard Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong. It is expected that New Share Certificates will be available for collection within 10 business days after the submission of the Existing Share Certificates for exchange. The New Share Certificates will be red in color so as to be distinguished from the Existing Share Certificates which are yellow in color.

ARRANGEMENT ON ODD LOT TRADING

The proposed change in board lot size upon the Share Subdivision becoming effective will result in odd lots of the Subdivided Shares. In order to alleviate the difficulties arising from the odd lots of Subdivided Shares arising from the Share Subdivision and the proposed change in board lot size, the Company has procured an agent to provide matching services for sale and purchase of odd lots of Subdivided Shares of Shareholders. Holders of Shares who wish to take advantage of this matching services to dispose or top up odd lots of Subdivided Shares should contact Mr. Leung Shiu Keung of Emperor Securities Limited at (852) 2836 2682 or 24/F, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong during the period from Thursday, 24 May 2012 to Wednesday, 13 June 2012 (both dates inclusive).

Holders of Shares are reminded that the successful provision of odd lots matching services by the agent is not guaranteed, and are advised to consult their own professional advisers if they are in doubt of the above matching services.

TRADING ARRANGEMENT FOR SUBDIVIDED SHARES

Subject to the Share Subdivision becoming effective, dealings in the Subdivided Shares are expected to commence on Thursday, 10 May 2012. Parallel trading in the Subdivided Shares (in the form of Existing Share Certificates and New Share Certificates will be operated from Thursday, 24 May 2012 to Wednesday, 13 June 2012 (both dates inclusive). Full details of the expected timetable and trading arrangement of the Shares are set out in the section headed “Expected Timetable of Share Subdivision” on this circular.

SPECIAL GENERAL MEETING

Notice of SGM is set out on pages 9 to 10 of this circular that to be held at 7/F., Two Exchange Square, 8 Connaught Place, Central, Hong Kong, on Wednesday, 9 May 2012 at 9:00 a.m. which an ordinary resolution will be proposed to approve the Share Subdivision. A proxy form for use at the SGM is enclosed herein. Whether or not you are able to attend the SGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same at the office of the Company’s branch share registrar in Hong Kong, Tricor Standard Limited, at 26th Floor, Tesbury Centre, 28 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 SGM or any adjournment thereof. Completion and return the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

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LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the Share Subdivision is in the best interests of the Company and its Shareholders as a whole and therefore recommends that the Shareholders to vote in favor of the relevant resolution to be proposed at the SGM.

DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, so far as the Directors are aware of, none of themselves or the controlling Shareholders (as defined in the Listing Rules) or their respective associates had any interest in a business which competes or may compete with the business of the Group or any other conflicts of interest with the Group.

RESPONSIBILITY STATEMENT

This circular, for which Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with the regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief : (1) the information contained in this circular is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this circular misleading; and (3) all opinions expressed in this circular have been arrived at after due and careful consideration and are founded on bases and assumption that are fair and reasonable.

GENERAL

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully, For and on behalf of the Board

Chinlink International Holdings Limited (formerly known as Decca Holdimgs Limited)

Mr. Li Weibin

Chairman

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NOTICE OF SPECIAL GENERAL MEETING

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CHINLINK INTERNATIONAL HOLDINGS LIMITED 普匯中金國際控股有限公司[*]

(formerly known as Decca Holdings Limited 達藝控股有限公司 _) (Incorporated in Bermuda with limited liability)_ (Stock Code: 997)*

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the special general meeting (the “ SGM ”) of Chinlink International Holdings Limited (the “ Company ”) will be held at 7/F., Two Exchange Square, 8 Connaught Place, Central, Hong Kong, on Wednesday, 9 May 2012 at 9:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution of the Company:

ORDINARY RESOLUTION

“ 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 Subdivided Shares (as hereinafter defined), each of the issued and unissued shares of HK$0.10 each in the share capital of the Company be and is hereby subdivided into 8 shares of HK$0.0125 each (the “Subdivided Shares”) with effect from the business day immediately following the date on which this resolution is passed (the “Share Subdivision”) and the directors of the Company be and are hereby authorized to issue new share certificates in respect of the Subdivided Shares to holders of the existing shares of the Company pursuant to the Share Subdivision and to do all things and execute all documents in connection with or incidental to the Share Subdivision.”

By order of the board of directors of Chinlink International Holdings Limited

(formerly known as Decca Holdings Limited) Mr. Li Weibin Chairman

Hong Kong, 23 April 2012

Registered Office: Head office and principal place Clarendon House, of business in Hong Kong: 2 Church Street, 7/F., Two Exchange Square, Hamilton HM 11, 8 Connaught Place, Bermuda. Central, Hong Kong

* For identification purpose only

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NOTICE OF SPECIAL GENERAL MEETING

Notes:

• (1) A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and vote for him/her. A proxy need not be a member of the Company.

• (2) To be valid, the instrument appointing a 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, must be completed, signed and deposited to the Company’s branch share registrar in Hong Kong, Tricor Standard Limited at 26/F, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for the meeting or any adjournment thereof.

• (3) In the case of joint holders of shares, any one such holders may vote at the meeting, either personally or by proxy, in respect of such shares as if he was solely entitled thereto, but if more than one of such joint holders are present at the meeting personally or by proxy, that one of the said persons so present whose name stands first in the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

• (4) The voting on the resolution at the SGM will be conducted by way of a poll.

• (5) As at the date of this Notice, the board of directors of the Company comprises Mr. Li Weibin, Mr. Siu Wai Yip and Ms. Lam Suk Ling, Shirley as executive directors, Ms. Fung Sau Mui as non-executive director and Mr. Lau Chi Kit, Ms. Lai Ka Fung, May and Ms. Chan Sim Ling, Irene as independent non-executive directors.

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