Li Ning Company Limited — Proxy Solicitation & Information Statement 2014

Aug 19, 2014

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed 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 Chinlink International Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 997)

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

A notice convening the annual general meeting of Chinlink International Holdings Limited to be held at Level 3, Three Pacific Place, 1 Queen’s Road East, Hong Kong on Friday, 26 September 2014 at 11:00 a.m. is set out on pages 17 to 22 of this circular. Whether or not you are able to attend the meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon and deposit the same as soon as possible and in any event not later than 48 hours before the time appointed for holding the annual general meeting or any adjournment thereof (as the case may be) to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof (as the case may be) should you so wish, and in such event, the instrument appointing the proxy shall be deemed to be revoked.

20 August 2014

• For identification purpose only

CONTENTS

		Page
Definitions.	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
5.	Refreshment of Scheme Mandate Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	Taking by poll at AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
8.	Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
9.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
10.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix I	– Details of retiring Directors proposed for re-election. . . . . . . . . . . . . . .	10
Appendix II	– Explanatory Statement. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
Notice of AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		17

– i –

DEFINITIONS

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

• “2013 Convertible Bonds”

the convertible bonds issued by the Company on 30 August 2013 in an aggregate principal amount of HK$300,000,000 at the initial conversion price of HK$0.75 per conversion share pursuant to the conditional placing agreement under specific mandate dated 10 June 2013, details of which are set out in the announcement of the Company dated 10 June 2013 and the circular of the Company dated 7 August 2013

• “2014 Warrants”

the 35,000,000 warrants issued by the Company on 19 March 2014 at warrant exercise price of HK$2.00 per warrant share pursuant to the conditional warrant placing agreement under the general mandate dated 10 March 2014, details of which are set out in the announcements of the Company dated 10 March 2014 and 19 March 2014

“AGM”

the annual general meeting of the Company to be held at Level 3, Three Pacific Place, 1 Queen’s Road East, Hong Kong, on Friday, 26 September 2014 at 11:00 a.m., notice of which is set out on pages 17 to 22 of this circular

“Board”

the board of Directors

• “Bye-laws”

the bye-laws of the Company, as amended from time to time

• “Company”

Chinlink International Holdings Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

“Director(s)”

the director(s) of the Company

• “Group”

the Company and its subsidiaries

– 1 –

DEFINITIONS

“HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Issue Mandate” as defined in paragraph 4 of the Letter from the Board

“Latest Practicable Date” 15 August 2014, 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 “Repurchase Mandate” as defined in paragraph 3 of the Letter from the Board “Scheme Mandate Limit”

the maximum number of Shares which may be allotted and issued upon exercise of all share options to be granted under the Share Option Scheme and other such schemes of the Company which initially shall not in aggregate exceed 10% of the Shares in issue as at the date of adoption of the Scheme Mandate Limit by the Shareholders and thereafter, if refreshed, shall not exceed 10% of the Shares in issue as at the date of approval of the refreshed limit by the Shareholders

“SFO” “Share(s)”

“Shareholder(s)” “Share Option Scheme”

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

the ordinary share(s) of nominal value of HK$0.0125 each in the share capital of the Company the holder(s) of the Shares

the share option scheme approved and adopted by the Company on 21 September 2012

– 2 –

DEFINITIONS

“Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” the Codes on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission in Hong Kong “%” per cent.

In case of discrepancy between the original English version and the Chinese translation of this circular, the English version shall prevail.

– 3 –

LETTER FROM THE BOARD

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 997)

Executive Directors: Mr. Li Weibin (Chairman) Mr. Siu Wai Yip Ms. Lam Suk Ling, Shirley Mr. Lau Chi Kit

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

Non-executive Director: Ms. Fung Sau Mui

Independent Non-executive Directors: Dr. Ho Chung Tai, Raymond Ms. Lai Ka Fung, May Ms. Chan Sim Ling, Irene

Head Office and Principal Place of Business in Hong Kong: 7/F., Two Exchange Square 8 Connaught Place Central, Hong Kong

20 August 2014

To the Shareholders

Dear Sir/Madam,

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

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of the ordinary resolutions to be proposed at the AGM for the approval of (i) the re-election of retiring Directors; (ii) the granting of the Repurchase Mandate, the Issue Mandate and the extension of the Issue Mandate to the Directors; (iii) the refreshment of Scheme Mandate Limit; and (iv) notice of AGM.

• For identification purpose only

– 4 –

LETTER FROM THE BOARD

2. RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Bye-law 87 of the Bye-laws, Mr. Li Weibin, Ms. Lai Ka Fung, May and Ms. Chan Sim Ling, Irene shall retire by rotation at the AGM and, being eligible, offer themselves for re-election.

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

3. GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 16 September 2013, a general mandate was given by the Company to the Directors to exercise the power of the Company to repurchase Shares. Under the Listing Rules, this general mandate will lapse at the conclusion of the AGM.

An ordinary resolution will be proposed at the AGM to give a general and unconditional mandate to the Directors to exercise the power of the Company to repurchase at any time until the next annual general meeting of the Company following the passing of the ordinary resolution or such earlier period as stated in the ordinary resolution Shares up to a maximum of 10% of the issued and fully paid up share capital of the Company at the date of the passing of the such resolution (the “ Repurchase Mandate ”). As at the Latest Practicable Date, a total of 2,283,666,869 Shares were in issue. Subject to the passing of the ordinary resolution granting the Repurchase Mandate and on the basis that no further Shares will be issued or repurchased by the Company from the Latest Practicable Date to the AGM, the Company will be allowed to repurchase a maximum of 228,366,686 Shares under the Repurchase Mandate. Subject to the passing of the ordinary resolution granting the Repurchase Mandate and on the assumption that (i) all 110,600,000 outstanding share options are exercised; (ii) the subscription of the outstanding 2013 Convertible Bonds convertible into 400,000,000 Shares are exercised in full prior to the AGM; (iii) the subscription for 35,000,000 warrant shares of the 2014 Warrants are exercised prior to the AGM; and (iv) that no further Shares will be issued or repurchased by the Company from the Latest Practicable Date to the AGM, the number of Shares in issue as at the date of passing of the ordinary resolution granting the Repurchase Mandate will be 2,829,266,869 Shares and therefore, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 282,926,686 Shares, representing 10% of the number of Shares in issue at the time of passing the ordinary resolution.

An explanatory statement as required by the Listing Rules to provide the requisite information is set out in Appendix II to this circular.

– 5 –

LETTER FROM THE BOARD

4. GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 16 September 2013, a general mandate was given by the Company to the Directors to exercise the power of the Company to issue Shares. Under the Listing Rules, this general mandate will lapse at the conclusion of the AGM.

At the AGM, an ordinary resolution will be proposed that the Directors be given a general and unconditional mandate to issue during the period up to the next annual general meeting of the Company following the passing of the ordinary resolution or such earlier period as stated in the ordinary resolutions Shares representing up to 20% of the issued and fully paid up share capital of the Company at the date of passing such resolution (the “ Issue Mandate ”). As at the Latest Practicable Date, a total of 2,283,666,869 Shares were in issue. Subject to the passing of the ordinary resolution granting the Issue Mandate and on the basis that no further Shares will be issued or repurchased by the Company from the Latest Practicable Date to the AGM, the Company will be allowed to issue a maximum of 456,733,373 Shares under the Issue Mandate. Subject to the passing of the ordinary resolution granting the Issue Mandate and on the assumption that (i) all 110,600,000 outstanding share options are exercised; (ii) the subscription of the outstanding 2013 Convertible Bonds convertible into 400,000,000 Shares are exercised in full prior to the AGM; (iii) the subscription for 35,000,000 warrant shares of the 2014 Warrants are exercised prior to the AGM; and (iv) that no further Shares will be issued or repurchased by the Company from the Latest Practicable Date to the AGM, the number of Shares in issue as at the date of passing of the ordinary resolution granting the Issue Mandate will be 2,829,266,869 Shares and therefore, the Company would be allowed under the Issue Mandate to allot, issue and deal with a maximum of 565,853,373 Shares, representing 20% of the number of Shares in issue at the time of passing the ordinary resolution. In addition, an ordinary resolution will be proposed to authorise extension of the Issue Mandate which would increase the limit of the Issue Mandate by adding to it the number of Shares repurchased under the Repurchase Mandate.

5. REFRESHMENT OF SCHEME MANDATE LIMIT

The old share option scheme expired on 22 February 2010 and there were no share options granted but not yet exercised. The Share Option Scheme was adopted by the Company on 21 September 2012. Apart from the Share Option Scheme, the Company has no other share option scheme currently in force.

Pursuant to the terms of the Share Option Scheme and in compliance with Chapter 17 of the Listing Rules, the maximum number of Shares that may be issued upon exercise of all the share options which may be granted under the Share Option Scheme shall not exceed 192,801,030 Shares, being 10% of the Shares in issue as at the date of approval of the refreshment of Scheme Mandate Limit on 16 September 2013.

– 6 –

LETTER FROM THE BOARD

During the period from 16 September 2013, the date of approval of the refreshment of Scheme Mandate Limit, to the Latest Practicable Date, (i) 19,000,000 share options were granted to the eligible participants under the Share Option Scheme; (ii) 1,000,000 share options were lapsed; and (iii) no share options were exercised or cancelled. Unless the Scheme Mandate Limit is refreshed, the Company may only grant share options to subscribe for up to 173,801,030 Shares pursuant to Share Option Scheme.

As at the Latest Practicable Date, a total of 110,600,000 outstanding share options since adoption of the Share Option Scheme entitle the holders thereof to subscribe for 110,600,000 Shares, representing 4.84% of the issued share capital of the Company.

As at the Latest Practicable Date, there were totally 2,283,666,869 Shares in issue. Assuming no further Shares are issued or repurchased during the period from the Latest Practicable Date to the AGM, the number of Shares in issue as at the passing of the ordinary resolutions will be 2,283,666,869 Shares. Accordingly it is expected that, upon the approval of the refreshment of the Scheme Mandate Limit at the AGM, the refreshed Scheme Mandate Limit under AGM would be 228,366,686 Shares and on the assumption that (i) all 110,600,000 outstanding share options are exercised; (ii) the subscription of the outstanding 2013 Convertible Bonds convertible into 400,000,000 Shares are exercised in full prior to the AGM; (iii) the subscription for 35,000,000 warrant shares of the 2014 Warrants are exercised prior to the AGM; and (iv) that no further Shares will be issued or repurchased by the Company from the Latest Practicable Date to the AGM, the number of Shares in issue as at the date of passing of the ordinary resolution granting the refreshment of the Scheme Mandate Limit will be 2,829,266,869 Shares and therefore, the refreshed Scheme Mandate Limit under the AGM would be 282,926,686 Shares, representing 10% of the number of Shares in issue at the time of passing the ordinary resolution.

Pursuant to the terms of the Share Option Scheme and in accordance with Chapter 17 of the Listing Rules, the Shares which may be issued upon exercise of all outstanding share options granted and yet to be exercised under the Share Option Scheme and any other share option scheme(s) of the Company shall not exceed 30% of the Shares in issue from time to time. No share options shall be granted under any scheme(s) of the Company if this results in the 30% limit being exceeded.

On the basis of 2,283,666,869 Shares in issue as at the Latest Practicable Date, the maximum number of 228,366,686 Shares, which represented 10% of the issued share capital of the Company, in respect of which options may be granted under the Scheme Mandate Limit as refreshed together with all outstanding options granted and yet to be exercised as at the Latest Practicable Date for an aggregate of 110,600,000 Shares does not exceed the 30% limit as at the Latest Practicable Date.

– 7 –

LETTER FROM THE BOARD

The Directors consider that it is in the best interest of the Company to refresh the Scheme Mandate Limit to permit the grant of further share options under the Share Option Scheme so as to provide incentives to, and recognise the contributions of, the Group’s employees and other selected grantees.

The adoption of the refreshment of the Scheme Mandate Limit is conditional upon:

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

• (b) the Listing Committee of the Stock Exchange granting the approval of the listing of, and permission to deal in, the Shares to be issued pursuant to the exercise of any options that may be granted pursuant to the Share Option Scheme under the Scheme Mandate Limit as refreshed.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares which may be issued pursuant to the exercise of the share options that may be granted under the Share Option Scheme under the Scheme Mandate Limit as refreshed.

6. AGM

The notice of the AGM is set out on pages 17 to 22 of this circular. A form of proxy for the AGM is enclosed herewith. Whether or not you are able to attend the AGM in person, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon and deposit the same as soon as possible and in any event not later than 48 hours before the time for the AGM or any adjournment thereof (as the case may be) to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjournment thereof (as the case may be) should you so wish, and in such event, the instrument appointing the proxy shall be deemed to be revoked.

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

– 8 –

LETTER FROM THE BOARD

7. TAKING BY POLL AT AGM

Under the Listing Rules, all votes at the AGM are required to be taken by poll except where the chairman of the meeting, in good faith, decides to allow a resolution which relates purely to a procedural of administrative matter to be vote on by a show of hands. Accordingly, the chairman of the AGM will demand a poll regarding the voting for all the resolutions set out in the notice of AGM.

8. RECOMMENDATIONS

The Directors consider that the proposed re-election of retiring Directors, the granting of the Repurchase Mandate and the Issue Mandate, the extension of the Issue Mandate and the refreshment of Scheme Mandate Limit are in the best interest of the Company and the Shareholders as a whole and, accordingly, recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM. The Directors intend to do so themselves in respect of their own shareholdings in the Company.

9. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

10. GENERAL

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

By Order of the Board

Chinlink International Holdings Limited Li Weibin Chairman

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APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

The biographical details of the Directors who will offer themselves for re-election at the AGM are set out below:

EXECUTIVE DIRECTOR

Mr. LI Weibin

Mr. LI Weibin (“ Mr. Li ”), aged 44, joined the Group as an executive Director on 27 January 2012 and was redesignated as Chairman and Managing Director of the Company on 18 February 2012. Mr. Li holds a Bachelor Degree in Applied Electronics from Xi’an Technological University and an Executive MBA from Xi’an Jiaotong University. Since early 2000, Mr. Li has been engaged in research, production and sales of electronic components and materials, computer software and hardware as well as research and sales of computer related equipment. He has also been engaged in property development, planning and sales and property management, other property related investments, cultural and entertainment businesses. Mr. Li has also established a number of private companies engaged in research, production and sales of electronic components and computer software and property development in Beijing, Xi’an and Hong Kong.

As at the Latest Practicable Date, Mr. Li was interested in 1,546,303,160 Shares through Wealth Keeper International Limited, in which Mr. Li is the sole beneficial owner and sole director of Wealth Keeper International Limited and he has 8,600,000 share options granted under the Share Option Scheme, which entitled him to subscribe for 8,600,000 Shares, totally representing approximately 68.09% of the total issued share capital of the Company. Save as aforesaid, Mr. Li did not have, and was not deemed to have, any interests in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Mr. Li entered into a service agreement with the Company for no fixed term but will be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws, which may be terminated by one month notice in writing by either party. According to the service agreement, Mr. Li is entitled to receive a director’s remuneration of HK$2,000,000 per annum, which is determined by reference to his qualifications, experience and duties and responsibilities with the Company and the prevailing market conditions.

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APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

INDEPENDENT NON-EXECUTIVE DIRECTORS

Ms. LAI Ka Fung, May

Ms. LAI Ka Fung, May (“ Ms. Lai ”), aged 48, joined the Group as an independent nonexecutive Director on 18 February 2012. Ms. Lai obtained a Master Degree of Arts in International Accounting from The City University of Hong Kong in 2001. She has been a member of the Hong Kong Institute of Certified Public Accountants since 1999 and is a Fellow of The Association of Chartered Certified Accountants since 2003. She is the sole proprietor of May K. F. Lai & Co., Certified Public Accountant, and has been engaged in the audit field for more than 20 years. Currently, she is also an independent non-executive director of Emperor Watch & Jewellery Limited (stock code: 887), a company which shares are listed on the Main Board of the Stock Exchange.

As at the Latest Practicable Date, Ms. Lai has 2,000,000 share options granted under the Share Option Scheme, which entitled her to subscribe for 2,000,000 Shares, representing approximately 0.09% of the total issued share capital of the Company. Save as aforesaid, Ms. Lai did not have, and was not deemed to have, any interests in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Ms. Lai entered into a letter of appointment with the Company for a fixed term of one year commencing from 18 February, 2014, subject to retirement by rotation and for re-election at the annual general meeting of the Company in accordance with the Bye-laws. Ms. Lai is entitled to receive a director’s remuneration of HK$168,000 per annum which is determined by the Board with reference to her experiences, level of responsibilities with the Company and the prevailing market conditions.

Ms. CHAN Sim Ling, Irene

Ms. CHAN Sim Ling, Irene (“ Ms. Chan ”), aged 51, joined the Group as an independent non-executive Director on 18 February 2012. She graduated from The University of Hong Kong with a Bachelor of Laws Degree in 1985. Ms. Chan is a retired solicitor with over 15 years’ of experience serving as an independent non-executive director of listed companies. Currently, she is also an independent non-executive director of New Media Group Holdings Limited (stock code: 708) and See Corporation Limited (stock code: 491). She was an independent nonexecutive director of Emperor Entertainment Hotel Limited (stock code: 296) from May 1998 to August 2013. The shares of these three companies are listed on the Main Board of the Stock Exchange.

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APPENDIX I

DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, Ms. Chan has 2,000,000 share options granted under the Share Option Scheme, which entitled her to subscribe for 2,000,000 Shares, representing approximately 0.09% of the total issued share capital of the Company. Save as aforesaid, Ms. Chan did not have, and was not deemed to have, any interests in any Shares or underlying Shares within the meaning of Part XV of the SFO.

Ms. Chan entered into a letter of appointment with the Company for a fixed term of one year commencing from 18 February, 2014, subject to retirement by rotation and for re-election at the annual general meeting of the Company in accordance with the Bye-laws. Ms. Chan is entitled to receive a director’s remuneration of HK$168,000 per annum which is determined by the Board with reference to her experiences, level of responsibilities with the Company and the prevailing market conditions.

GENERAL INFORMATION

Save as disclosed above, (i) each of the abovementioned Directors did not held any directorship in public companies, the securities of which are listed on any securities market in Hong Kong and overseas in the last three years, nor he/she does not has any relationship with any Directors, senior management or substantial or controlling shareholders, as defined in the Listing Rules, and (ii) each of the abovementioned Directors has confirmed that there is no information to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there is no other matters that need to be brought to the attention of the Shareholders in connection with his/her re-election as Director.

– 12 –

EXPLANATORY STATEMENT

APPENDIX II

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to you for your consideration as to whether to vote for or against the ordinary resolution to be proposed at the AGM for granting the Repurchase Mandate.

1. THE LISTING RULES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,283,666,869 Shares.

Subject to the passing of the proposed ordinary resolution to approve the Repurchase Mandate and on the basis that no further Shares are issued, allotted or repurchased by the Company prior the AGM, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 228,366,686 Shares, being 10% of the issued share capital of the Company as at the Latest Practicable Date. Further, subject to the passing of the ordinary resolution granting the Repurchase Mandate and on the assumption that (i) all 110,600,000 outstanding share options are exercised; (ii) the subscription of the outstanding 2013 Convertible Bonds convertible into 400,000,000 Shares are exercised in full prior to the AGM; (iii) the subscription for 35,000,000 warrant shares of the 2014 Warrants are exercised prior to the AGM; and (iv) that no further Shares will be issued or repurchased by the Company from the Latest Practicable Date to the AGM, the number of Shares in issue as at the date of passing of the ordinary resolution granting the Repurchase Mandate will be 2,829,266,869 Shares and therefore, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 282,926,686 Shares, representing 10% of the number of shares in issue at the time of passing the ordinary resolution.

3. REASONS FOR REPURCHASES

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

– 13 –

EXPLANATORY STATEMENT

APPENDIX II

4. FUNDING OF REPURCHASES

Repurchases would be funded entirely from the Company’s available cash flow or working capital facilities legally available for the purpose and in accordance with the memorandum of association and Bye-laws, the Listing Rules and the applicable laws of Bermuda.

There might be a material adverse effect on the working capital or gearing level of the Company (as compared with the position disclosed in the Company’s latest published audited financial statements for the year ended 31 March 2014) in the event that the Repurchase Mandate is exercised in full at time. However, the Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstance, have a material adverse effect on the working capital or gearing level of the Company 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 have been traded on the Stock Exchange during each of the previous twelve months before the Latest Practicable Date were as follows:

	Highest	Lowest
	Price	Price
	HK$	HK$
2013
August	0.640	0.510
September	0.850	0.580
October	0.840	0.680
November	0.740	0.630
December	0.710	0.630
2014
January	0.710	0.600
February	0.720	0.660
March	0.780	0.550
April	0.590	0.460
May	0.570	0.485
June	0.580	0.500
July	0.730	0.540
August (up to the Latest Practicable Date)	0.710	0.680

– 14 –

EXPLANATORY STATEMENT

APPENDIX II

6. DIRECTORS’ UNDERTAKING

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases pursuant to the proposed resolution in accordance with the Listing Rules and all applicable laws of Bermuda and in accordance with the regulations set out in the memorandum of association of the Company and the Bye-laws.

7. DIRECTORS AND CORE CONNECTED PERSONS

As at the Latest Practicable Date, 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 or its subsidiaries, as defined in the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) in the event that the Repurchase Mandate is approved by the Shareholders.

As at the Latest Practicable Date, no core connected person, as defined in the Listing Rules, has notified the Company that he/she has a present intention to sell any Shares to the Company or has undertaken not to sell any of the Shares held by him/her to the Company, if in the event that the Repurchase Mandate is approved by the Shareholders.

8. EFFECT OF THE TAKEOVERS CODE AND MINIMUM PUBLIC HOLDING

If, as a result of a securities repurchase 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 purpose of the Takeovers Code.

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APPENDIX II

EXPLANATORY STATEMENT

Accordingly, a Shareholder, or a group of the Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make mandatory offer in accordance with Rule 26 of the Takeovers Code as a result of any such increase. As at the Latest Practicable Date, the major Shareholder, Wealth Keeper International Limited (the sole beneficial owner of Wealth Keeper International Limited is Mr. Li Weibin), held approximately 67.71% of the Shares in issue. Such shareholding percentage will be increased to approximately 75.23% if the Repurchase Mandate is exercised in full. In the event the Directors exercise in full the power to repurchase Shares pursuant to the Repurchase Mandate and assuming that (i) all 110,600,000 outstanding share options are exercised; (ii) the subscription of the outstanding 2013 Convertible Bonds convertible into 400,000,000 Shares are exercised in full prior to the AGM; (iii) the subscription for 35,000,000 warrant shares of the 2014 Warrants are exercised prior to the AGM; (iv) that no further Shares will be issued or repurchased by the Company; and (v) the shareholding of Wealth Keeper International Limited remained unchanged prior to the date of such exercise of repurchase, the shareholding percentage will be decreased from approximately 67.71% to approximately 60.73%. On the basis of the current shareholding position of the Company, the Directors are not aware of any consequences which may arise under the Takeovers Code if the Repurchase Mandate and the abovementioned assumptions are exercised. The Directors have no intention to exercise the Repurchase Mandate to such an extent that will results in the number of shares in the hand of public falling below the prescribed minimum percentage of 25%.

9. SHARE PURCHASES MADE BY THE COMPANY

No repurchases of Shares had been made by the Company, whether on the Stock Exchange or otherwise, in the previous six months immediately preceding the Latest Practicable Date.

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NOTICE OF AGM

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 997)

NOTICE IS HEREBY GIVEN that the annual general meeting (the “ Annual General Meeting ”) of Chinlink International Holdings Limited (the “ Company ”) will be held at Level 3, Three Pacific Place, 1 Queen’s Road East, Hong Kong on Friday, 26 September 2014 at 11:00 a.m. for the following purposes:

1. To receive and consider the audited financial statements and the reports of the directors and the auditors of the Company for the year ended 31 March 2014.

2. (a) To re-elect Mr. Li Weibin as director.

3. (b) To re-elect Ms. Lai Ka Fung, May as director.

4. (c) To re-elect Ms. Chan Sim Ling, Irene as director.

5. (d) To authorise the board of directors to fix the remuneration of directors.

6. To re-appoint Messrs. Deloitte Touche Tohmatsu as the Company’s auditors and to authorise the board of directors of the Company to fix their remuneration.

• For identification purpose only

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NOTICE OF AGM

1. As special business, to consider and, if thought fit, pass, with or without modifications, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT :

• (a) subject to paragraph (b) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares in the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the shares in the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws of Bermuda and the Bye-laws of the Company (the “ Bye-laws ”) and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the shares in the Company which may be repurchased pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly; and

• (c) for the purposes of this resolution, “Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable law of Bermuda to be held; or

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

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NOTICE OF AGM

1. As special business, to consider and, if thought fit, pass, with or without modifications, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT :

• (a) subject to paragraph (c) of this resolution, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or 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 the exercise of such power, subject to and in accordance with all applicable laws of Bermuda and the Bye-laws, be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds, debentures, notes and other securities which carry rights to subscribe for or are convertible into shares in the Company) which would or might require the exercise of such power after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted or issued (whether pursuant to an option or otherwise) by the directors of the Company pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any rights of subscription or conversion under any existing warrants, bonds, debentures, notes and other securities issued by the Company which carry rights to subscribe for or are convertible into shares in the Company; or (iii) an issue of shares upon the exercise of options which may be granted under any share option scheme or under any option scheme or similar arrangement for the time being adopted for the grant or issue to the grantees as specified in such schemes or similar arrangements of shares or rights to acquire shares of the Company; or (iv) any scrip dividend schemes or similar arrangements providing for the allotment and issue of shares in lieu of the whole or part of a dividend on shares in the Company in accordance with the Bye-laws, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution, and the said approval shall be limited accordingly; and

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NOTICE OF AGM

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Bye-laws or any applicable law of Bermuda to be held; or

• (iii) the passing of an ordinary resolution of the shareholders of the Company in general meeting revoking, varying or renewing the authority given to the directors of the Company by this resolution; and

“Rights Issue” means an offer of shares in the Company or issue of options, warrants or other securities giving the right to subscribe for shares in the Company, open for a period fixed by the directors of the Company to the holders of shares 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 then holdings of such shares in the Company (or, where appropriate, such other securities), (subject in all cases to such exclusions or other arrangements as the directors of the Company 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).”

1. As special business, to consider and, if thought fit, pass, with or without modifications, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT subject to the passing of ordinary resolution nos. 4 and 5 set out in the notice convening this meeting, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with any additional shares in the Company pursuant to ordinary resolution no. 5 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 ordinary resolution no. 4 set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution.”

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NOTICE OF AGM

1. As special business, to consider and, if thought fit, pass, with or without modifications, the following resolution as an ordinary resolution:

ORDINARY RESOLUTION

“ THAT subject to and conditional upon the Listing Committee of the Stock Exchange granting approval of the listing of, and permission to deal in, the shares to be issued pursuant to the exercise of share options which may be granted under the Refreshed Scheme Mandate Limit (as hereinafter defined), the existing limit on the grant of share options under the share option scheme adopted by the Company on 21 September 2012 (the “ Share Option Scheme ”) be refreshed provided that the total number of Shares which may be allotted and issued upon exercise of any share options to be granted under the Share Option Scheme and any other schemes of the Company (excluding share options previously granted, outstanding, cancelled, lapsed or exercised in accordance with the Share Option Scheme or such other scheme(s) of the Company), shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this resolution (the “ Refreshed Scheme Mandate Limit ”) and the Directors be and are hereby authorised to do such acts and things and execute such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the Refreshed Scheme Mandate Limit and to grant share options up to the Refreshed Scheme Mandate Limit and to exercise all powers of the Company to allot, issue and deal with shares of the Company pursuant to the exercise of such share options.”

By order of the Board Chinlink International Holdings Limited Li Weibin Chairman

Hong Kong, 20 August 2014

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

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NOTICE OF AGM

Notes:

1. A member of the Company entitled to attend and vote at the Annual General 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 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 from notary public, must be completed, signed and deposited to the Company’s branch share registrar and transfer office in Hong Kong, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time appointed for the meeting or any adjournment thereof (as the case may be).

3. The register of members of the Company will be closed from Thursday, 25 September 2014 to Friday, 26 September 2014, both days inclusive. During this period, no transfer of shares will be effected. In order to qualify for the attendance and voting at the Annual General Meeting, shareholders must lodge all transfer documents accompanied by the relevant share certificates with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 4:30 p.m. on Wednesday, 24 September 2014.

4. With regard to resolutions nos. 2 and 4 to 7 set out in this notice, a circular giving details of the proposed general mandates to repurchase and issue shares, the proposed re-election of directors and the Refreshed Scheme Mandate Limit incorporating this notice will be despatched today to the shareholders of the Company.

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