THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your securities in Chinlink International Holdings Limited (the “ Company ”), you should at once hand this Circular and the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

This Circular is for information purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company.

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)

(1) CONNECTED TRANSACTION INVOLVING SUBSCRIPTION FOR NEW SHARES UNDER SPECIFIC MANDATE

(2) RE-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND

(3) NOTICE OF SPECIAL GENERAL MEETING

A letter from the Board is set out from pages 4 to 14 of this Circular. A letter from the Independent Board Committee of the Company is set out on page 15 of this Circular. A letter from Beijing Securities to the Independent Board Committee and the Independent Shareholders, containing its advice to the Independent Board Committee and the Independent Shareholders of the Company is set out from pages 16 to 32 of this Circular.

A notice convening the SGM to be held at 7/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong at 2:30 p.m. on Monday, 23 June 2014 is set out on pages 39 to 40 of this Circular.

Whether or not you are able to attend the SGM in person, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s branch registrar and transfer office in Hong Kong, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of 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.

30 May 2014

For identification purpose only

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Letter from the Independent Financial Adviser. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Appendix I – General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
Appendix II – Biographical Details of Dr. Ho. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	38
Notice of SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	39

– i –

DEFINITIONS

In this Circular, unless the context otherwise requires, the following terms shall have the following meanings:

“associates”

has the meaning ascribed to it under the Listing Rules

“Beijing Securities” or “Independent Financial Adviser”

Beijing Securities Limited, a corporation licensed to carry on Type 1 (dealing in securities), Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, the independent financial adviser to the Independent Board Committee and Independent Shareholders in respect of the Subscription and the Specific Mandate

“Board”

the board of Directors

“Bonds”

the 6.5% coupon bonds (with detachable warrants) due on 3 July 2014 in an aggregate principal amount of HK$190,450,000 issued by the Company on 3 July 2013

“Business Day”

a day (excluding Saturday, Sunday or public holiday) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours

“Circular”

this circular of the Company in relation to inter alia, the Subscription and the Specific Mandate

“Company”

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

“connected person(s)”

has the meaning ascribed to it under the Listing Rules

“Director(s)”

director(s) of the Company

“Dr. Ho”

Dr. Ho Chung Tai, Raymond, an independent nonexecutive Director appointed by the Board with effect from 17 December 2013, who is subject to re-election at the SGM

– 1 –

DEFINITIONS

“Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Independent Board an independent board committee comprising all the Committee” independent non-executive Directors namely Dr. Ho Chung Tai, Raymond, Ms. Lai Ka Fung, May and Ms. Chan Sim Ling, Irene “Independent Shareholder(s)” Shareholders other than the Subscriber and its associates “Latest Practicable Date” 27 May 2014, being the latest practicable date prior to the publication of this Circular for the purpose of ascertaining certain information contained in this Circular

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

“Mr. Li” Mr. Li Weibin, an executive Director and the chairman of the Company

“PRC” the People’s Republic of China, which for the purposes of this Circular, excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan “SFC” the Securities and Futures Commission of Hong Kong “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “SGM” the special general meeting of the Company to be convened and held at 2:30 p.m. on Monday, 23 June 2014 for the purpose of considering and, if thought fit, approving the Subscription Agreement and the transaction contemplated thereunder (including the grant of the Specific Mandate) and the re-election of Dr. Ho

– 2 –

DEFINITIONS

“Share(s)” ordinary share(s) of HK$0.0125 each in the share capital of the Company “Shareholder(s)” the holder(s) of the Shares “Specific Mandate” a specific mandate to be sought from the Independent Shareholders at the SGM for the allotment and issue of the Subscription Shares to the Subscriber upon completion of the Subscription “Stock Exchange” The Stock Exchange of Hong Kong Limited “Subscriber” or “Wealth Wealth Keeper International Limited, of which Mr. Li is the Keeper” sole beneficial owner and sole director “Subscription” the subscription for the Subscription Shares by the Subscriber pursuant to the Subscription Agreement “Subscription Agreement” the agreement dated 28 April 2014 and entered into between the Company and the Subscriber in relation to the Subscription “Subscription Price” HK$0.55 per Subscription Share “Subscription Share(s)” 350,000,000 Share(s) to be issued and allotted pursuant to the Subscription “Substantial Shareholder(s)” has the meaning ascribed to it under the Listing Rules “WFOE” the wholly foreign-owned enterprise established by the Company in Shaanxi Province, the PRC principally engaged in the provision of financing guarantee service “%” per cent.

In the event of any inconsistency, the English text of this Circular shall prevail over the Chinese text.

– 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)

Chairman and Executive Director: Mr. Li Weibin

Executive Directors: Mr. Siu Wai Yip Ms. Lam Suk Ling, Shirley Mr. Lau Chi Kit

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

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

30 May 2014

To the Shareholders

Dear Sir or Madam,

(1) CONNECTED TRANSACTION INVOLVING SUBSCRIPTION FOR NEW SHARES UNDER SPECIFIC MANDATE (2) RE-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND

(3) NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

As announced by the Company on 28 April 2014 (after trading hours), the Company and the Subscriber entered into the Subscription Agreement that the Subscriber has agreed to subscribe for a total of 350,000,000 new Subscription Shares (approximately 18.15% of the existing issued share capital of the Company as at the Latest Practicable Date) at the price of HK$0.55 per Subscription Share under Subscription Agreement.

For identification purpose only

– 4 –

LETTER FROM THE BOARD

The Subscription constitutes a connected transaction for the Company since the Subscriber is a Substantial Shareholder and hence a connected person of the Company under the Listing Rules. The Subscription is subject to the announcement, reporting and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

The Independent Board Committee comprising three independent non-executive Directors has been established and Beijing Securities has been appointed as the independent financial adviser to the Independent Board Committee in respect of the Subscription.

The Company issues this Circular to provide you with, among other things, further information on (i) the Subscription Agreement and the transactions contemplated thereunder; (ii) the recommendation of the Independent Board Committee to the Independent Shareholders on the terms of the Subscription Agreement and the transaction contemplated thereunder; (iii) a letter from the Independent Financial Adviser containing their advice to the Independent Board Committee and the Independent Shareholders on the terms of the Subscription Agreement and the transactions contemplated thereunder; (iv) the re-election of the independent non-executive Director; and (v) the notice convening the SGM and a form of proxy. At the SGM, the resolutions as set out in the notice of SGM at the end of this Circular will be proposed for approval by the Independent Shareholders or the Shareholders (as the case may be).

(1) THE SUBSCRIPTION

The material terms of the Subscription Agreement dated 28 April 2014 between the Company and the Subscriber are set out below.

Parties:

Subscriber – Wealth Keeper

Issuer – The Company

Subscription Shares:

350,000,000 Shares will be allotted and issued to, and be subscribed by the Subscriber, representing:

approximately 18.15% of the existing issued share capital of the Company as at the Latest Practicable Date; and
approximately 15.36% of the issued share capital of the Company as enlarged by the allotment and issue of Subscription Shares (assuming there being no other issue or repurchase of Shares prior to the completion of the Subscription).

– 5 –

LETTER FROM THE BOARD

The Subscription Shares will, when allotted, issued and fully paid, rank pari passu in all respects to the Shares in issue as at the date of completion of the Subscription together with the rights to all dividends and other rights attached thereto as at that date. The nominal value of each Subscription Share is HK$0.0125.

The Subscription Price:

The Subscription Price of HK$0.55 per Subscription Share was determined after arm’s length negotiations between the Company and the Subscriber, and represents:

(i) a premium of approximately 3.77% over the closing price of HK$0.53 per Share as quoted on the Stock Exchange on 28 April 2014, being the date of the Subscription Agreement;
(ii) a premium of approximately 4.56% over the average of the closing prices of approximately HK$0.526 per Share for the last five trading days immediately prior to and excluding 28 April 2014; and
(iii) a premium of approximately 7.84% over the closing price of HK$0.51 per Share as quoted on the Stock Exchange on 27 May 2014, being the Latest Practicable Date.

The Directors consider that the Subscription Price is fair and reasonable as it fairly reflects the recent trading price of the Shares. Moreover, given the Subscription Price represents a premium over the trading price of the Shares as set out above, the Directors (excluding Mr. Li due to his interest in the Subscription and the independent non-executive Directors whose views are set out in the Letter from the Independent Board Committee on page 15 of this Circular) consider that the terms of the Subscription Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

– 6 –

LETTER FROM THE BOARD

Conditions precedent:

The completion of the Subscription Agreement is conditional upon the following conditions precedent:
(a) the Listing Committee of the Stock Exchange granting the listing of and permission to deal in the Subscription Shares;
(b) the passing by the Independent Shareholders (excluding the Subscriber and its associates, and any person(s), if any, who are required to abstain from voting under the Listing Rules) of relevant resolution at the SGM in compliance with the requirements of the Listing Rules approving:
(i) the Subscription Agreement and the transaction contemplated therein; and
(ii) the Specific Mandate for the allotment and issue of the Subscription Shares to the Subscriber in accordance with the terms of the Subscription Agreement;
(c) if necessary, the Bermuda Monetary Authority having granted consent to the issue of the Subscription Shares; and
(d) all necessary consents and approvals required to be obtained by the Subscriber and the Company in respect of the Subscription Agreement and the transaction contemplated thereunder having been obtained.

As at the Latest Practicable Date, none of the above conditions precedent has been fulfilled.

Completion of the Subscription:

Completion shall take place on the third Business Day (or such other date and time as may be agreed by the Company and the Subscriber) after the fulfilment of all the conditions precedent mentioned above.

– 7 –

LETTER FROM THE BOARD

None of the conditions precedent above is waivable. In the event any of the conditions precedent are not fulfilled by 5:00 p.m. on 30 June 2014 (or such other time and date as may be agreed by the Company), all rights, obligations and liabilities of the parties under the Subscription Agreement shall cease and determine and neither party shall have any claim against the other, save for any antecedent breaches of the terms thereof.

Specific Mandate:

The Subscription Shares will be issued under the Specific Mandate to be granted by the Independent Shareholders by the passing of the relevant ordinary resolution at the SGM.

EFFECT ON SHAREHOLDING OF THE COMPANY

Set out below is the shareholding structure of the Company (i) as at the date of the Latest Practicable Date; and (ii) immediately upon completion of the Subscription (assuming there being no other issue or repurchase of the Shares prior to the completion of the Subscription):

Shareholders Wealth Keeper (Note) Public Shareholders Existing public shareholders Total	As at the Latest Practicable Date No. of Shares % 1,196,303,160 62.05 731,707,143 37.95 1,928,010,303 100.00	Immediately upon completion of the Subscription No. of Shares % 1,546,303,160 67.88 731,707,143 32.12 2,278,010,303 100.00	Immediately upon completion of the Subscription No. of Shares % 1,546,303,160 67.88 731,707,143 32.12 2,278,010,303 100.00
			100.00

Note: The entire issued share capital of Wealth Keeper is wholly and beneficially owned by Mr. Li. Mr. Li is also personally interested in 8,600,000 share options of the Company.

– 8 –

LETTER FROM THE BOARD

In addition, the Company has a contractual obligation to allot and issue 18,690,707 new Shares to Hong Kong Logistics Technology & Systems Limited as consideration under a service agreement. Details of the service agreement were disclosed in the announcement of the Company dated 14 May 2013.

REASONS FOR THE SUBSCRIPTION AND USE OF PROCEEDS

The Group is principally engaged in i) trading of furniture and fixtures and interior decoration works in Hong Kong and Macau; ii) financing guarantee services including financing guarantee services and relevant consultancy services; and iii) logistics services.

The aggregate gross proceeds from the Subscription will be HK$192.5 million and the net proceeds from the Subscription, after deduction of expenses, would be approximately HK$192.2 million and the net Subscription Price would be approximately HK$0.549. The Company intends to use the net proceeds from the Subscription for the repayment of the Bonds.

Below are the principal terms of the Bonds, details of which are set out in the announcement of the Company dated 10 June 2013.

Issuer : the Company Outstanding principal amount : HK$190,450,000 Maturity Date : 3 July 2014

– 9 –

LETTER FROM THE BOARD

Interest rate : 6.5% per annum, accrued daily on a 365 days basis and payable annually in arrears but if the Company shall default in the payment of any sum due and payable under the Bonds, the Company shall pay interest on such sum at the default rate of 1% per month from the due date to the date of actual payment in full (both before and after judgement). Early Redemption : The Company may at any time before the maturity date of the Bonds, redeem the Bonds by giving not less than ten (10) Business Days written notice at 100% of the principal amount of such Bonds together with payment of interests accrued thereon up to the date of such redemption.

The bondholder(s) shall not have the right to request the Company to redeem the Bonds prior to the maturity date of the Bonds.

Warrants : the detachable unlisted warrants issued by the Company to the holders of the Bonds entitling the holders thereof to subscribe for up to HK$190,450,000 in aggregate in cash at the subscription price of HK$0.65 (i.e. 293,000,000 new Shares) during the period from the date of issue of the warrants to the date falling on the first anniversary of the issue of the warrants.

– 10 –

LETTER FROM THE BOARD

The Directors are of the view that the Subscription will strengthen the financial position of the Group by repaying the Bonds and thus lowering the interest costs and liabilities burden of the Group. As at 30 September 2013, the total cash balance of HK$458.5 million consisted of cash and bank balances of HK$260.5 million and pledged bank deposits of HK$198.0 million. The pledged bank deposits were placed in banks as securities for the Group’s financing guarantee services and it was subsequently increased by approximately HK$142 million in order to deal with the increasing number of new customers; HK$63 million which was budgeted for the capital expenditure in relation to the logistics park (“ Park ”) situated in Hanzhong City, Shaanxi Province was set aside and was ready to be utilised; and the remaining amount of approximately HK$55.5 million (with reference to the cash level as at 30 September 2013) had been reserved as general working capital for interior decoration and furniture trading businesses and for repayment of loans (including the interest of the Bonds of approximately of HK$12.4 million). Immediately upon completion of the Subscription, the cash position of the Group will be increased by the net proceeds of HK$192.2 million and the net asset value of the Group will increase by HK$192.2 million. The improved financial condition will favour the development of the Group’s existing and potential business expansion. The Company has considered other financing methods, such as bank borrowings, placing of new Shares to independent third party, open offer or rights issue of new Shares. Despite obtaining bank financing and placing to third party are the least time consuming methods among other alternatives (including the Subscription), given the current loss making position of the Group, it would be difficult for the Group to obtain additional unsecured bank loans in such sizable amount or issuing the new shares without offering considerable discount to the prevailing market price of the Shares in order to attract potential investors and/or underwriters taking into account the size of the fund under the Subscription. The Company has also considered open offer or rights issue of new Shares, which does not have any dilution effect if the Shareholders participate in the offer. However, the Company considered that the Subscription is more efficient and cost effective than open offer or rights issue of new Shares, in particular in view of the additional transaction costs such as underwriting commission incurred by open offer or rights issue. The Directors (excluding Mr. Li who abstained from voting at the meeting of the Board due to his interest in the Subscription and the independent non-executive Directors whose views are set out in the Letter from the Independent Board Committee on page 15 of this Circular) consider that the Subscription Agreement has been entered into on normal commercial terms and the terms are fair and reasonable. The Subscription Price is determined after arm’s length negotiation between the Company and the Subscriber with reference to the recent market performance of the Shares and the current market conditions. Accordingly, the Board (excluding Mr. Li who abstained from voting at the meeting of the Board due to his interest in the Subscription and the independent non-executive Directors whose views are set out in the Letter from the Independent Board Committee on page 15 of this Circular) considers that the Subscription is in the interests of the Company and the Shareholders as a whole.

As set out in the “The Letter from the Independent Board Committee” immediately after this letter, the independent non-executive Directors, having considered the principal factors and reasons considered by Beijing Securities and its recommendations, consider that the Subscription is fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

– 11 –

LETTER FROM THE BOARD

After taken into account the above relevant factors, the Directors (including the independent non-executive Directors) consider that the terms of the Subscription under it are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

Equity fund raising activities of the Company in the past twelve months

Set out below is the equity fund raising activities of the Company during the past twelve months immediately prior to the Latest Practicable Date:

						Actual use of proceeds	Actual use of proceeds
Date of		Net	proceeds	Intended use of		as of the
announcement	Description	raised (approximately)		proceeds from fund raising		Latest Practicable Date
10 March 2014	Placing of 35,000,000 unlisted	HK$400,000		General working capital		HK$400,000 is yet to be utilized as
	warrant under general mandate					at	the Latest Practicable Date
10 June 2013	Placing of HK$190,450,000	(1)	HK$180 million from	(1)	net proceeds of HK$180	(1)	The HK$180 million was
	bonds and issue of unlisted		placing of bonds with		million placing of bonds		used as intended, i.e. the
	warrants under general		unlisted warrants;		with unlisted warrants will		funding for establishment of
	mandate and placing of				be used for funding the		a WFOE;
	HK$300,000,000 convertible	(2)	HK$282 million from		establishment of a WFOE
	bonds under specific mandate		placing of convertible		for the Group’s financing	(2)	As disclosed in the
			bonds.		guarantee service;		announcement of the
							Company dated 10 December
				(2)	net proceeds of HK$282		2013, the Group would
					million will be used in the		deposit surplus cash into
					following manner:		banks for its financing
							guarantee business as the
				i)	as to approximately HK$42		capital expenditure for the
					million for repayment of		Park would not be required
					short-term borrowings used		until 2014. The Board
					for the establishment of the		now expects the capital
					WFOE;		expenditure will be required
							in June 2014. As at the
				ii)	approximately HK$190		Latest Practicable Date,
					million for the capital		approximately HK$127
					expenditures in relation		million from the placing
					to the Park situated in		of the convertible bonds
					Hanzhong City, Shaanxi		was set aside and deposited
					Province; and		into banks for the Group’s
							financing guarantee business;
				iii)	approximately HK$50
					million for general working	(3)	HK$63 million is set aside
					capital purposes.		and is ready to be utilised for
							the development of the Park;
							and
						(4)	the remaining net proceeds of
							HK$42 million was utilized
							for the repayment of short-
							term borrowings used for the
							establishment of the WOFE
							and HK$50 million was used
							as general working capital.

Save as disclosed above, the Company had not carried out any equity fund raising exercise in the twelve month period immediately prior to the Latest Practicable Date.

– 12 –

LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

As at the Latest Practicable Date, the Subscriber is a Substantial Shareholder holding 1,196,303,160 Shares, representing approximately 62.05% of the existing issued share capital of the Company, and is wholly and beneficially owned by Mr. Li, being an executive Director, and hence a connected person of the Company under Rule 14A.11(1) of the Listing Rules. As such, the Subscription constitutes a connected transaction for the Company and is subject to the announcement, reporting and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. The Company will seek the Independent Shareholders’ approval for the Subscription Agreement and the granting of the Specific Mandate at the SGM. Mr. Li who has personal interest in the Subscription has abstained from voting on board resolution regarding the Subscription, will also abstain from voting in respect of the ordinary resolution proposed to approve the Subscription Agreement at the SGM.

The Independent Board Committee comprising the independent non-executive Directors has been established and Beijing Securities has been appointed as the Independent Financial Adviser in respect of the Subscription.

Application will be made to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares on the Stock Exchange.

(2) RE-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

As announced by the Company on 17 December 2013, the Board has appointed Dr. Ho as the independent non-executive Director with effect from 17 December 2013. Pursuant to the bye-laws of the Company, the Directors shall have the power from time to time and at any time to appoint any person as a Director to fill a casual vacancy on the Board, and any Director so appointed by the Board shall hold office only until the next following general meeting of the Company, and shall then be eligible for re-election at that meeting. Therefore, Dr. Ho will retire at the SGM and, being eligible, would offer himself for re-election.

Details of Dr. Ho are set out in Appendix II to this Circular.

An ordinary resolution will be proposed at the SGM for the Shareholders to consider, and if thought fit, to re-elect Dr. Ho as an independent non-executive Director. As no Shareholder is interested in the re-election of Dr. Ho, no Shareholder is required to abstain from voting on the relevant ordinary resolution at the SGM.

– 13 –

LETTER FROM THE BOARD

SGM

The notice convening the SGM is set out on pages 39 to 40 of this Circular. The SGM will be convened at 7/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong at 2:30 p.m. on Monday, 23 June 2014. At the SGM, the Independent Shareholders will consider and if appropriate, pass the ordinary resolution as set out in the notice of SGM to approve the Subscription and the Specific Mandate. All the Shareholders will consider and if appropriate, pass the ordinary resolution as set out in the notice of the SGM to approve the re-election of Dr. Ho as an independent non-executive Director.

A form of proxy for use at the SGM is enclosed. Whether or not you are able to attend the SGM in person, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch registrar and transfer office in Hong Kong, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, 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. Completion and return of a form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof should you so wish.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Wealth Keeper and its associates (including Mr. Li) will not vote on the resolution to be proposed at the SGM to approve the Subscription pursuant to the Subscription Agreement under Specific Mandate and the transactions contemplated thereunder. On the other hand, none of the Shareholders are required to abstain from voting on the resolution to approve the re-election of the independent non-executive Director.

RECOMMENDATION

The Directors (excluding Mr. Li who abstained from voting at the meeting of the Board due to his interest in the Subscription) considers that the terms of the Subscription Agreement thereunder including the Subscription are on normal commercial terms and are fair and reasonable and in the interests of the Group and the Shareholders as a whole. The Directors also consider that the re-election of Dr. Ho as an independent non-executive Director is in the interest of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Independent Shareholders or the Shareholders (as the case maybe) to vote in favour of the relevant resolutions to be proposed at the SGM to approve the transaction contemplated thereunder including the Subscription, as well as the re-election of Dr. Ho as independent non-executive Director.

By Order of the Board Chinlink International Holdings Limited Mr. Li Weibin

Chairman

– 14 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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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)

30 May 2014

To the Independent Shareholders

Dear Sir or Madam,

(1) CONNECTED TRANSACTION INVOLVING SUBSCRIPTION FOR NEW SHARES UNDER SPECIFIC MANDATE AND

(2) NOTICE OF SPECIAL GENERAL MEETING

We refer to the circular of the Company dated 30 May 2014 (the “ Circular ”), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as defined in the Circular unless the context otherwise requires.

We have been appointed as members of the Independent Board Committee to advise the Independent Shareholders on whether the Subscription is fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

We wish to draw your attention to the letter from the Board and the letter from Beijing Securities appointed as the independent financial adviser to the Independent Board Committee in relation to the Subscription, which form part of the Circular. Having considered the principal factors and reasons considered by Beijing Securities and its recommendations, we consider that the Subscription is fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote at the SGM in favour of the ordinary resolution set out in the notice of SGM to approve the Subscription.

For and on behalf of

Independent Board Committee

Dr. Ho Chung Tai, Raymond

Ms. Lai Ka Fung, May

Ms. Chan Sim Ling, Irene

Independent non-executive Directors

For identification purpose only

– 15 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

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BEIJING SECURITIES LIMITED

14th Floor, Shanghai Industrial Investment Building, 48 Hennessy Road, Wanchai, Hong Kong

30 May 2014

To the Independent Board Committee and the Independent Shareholders

Dear Sirs,

CONNECTED TRANSACTION INVOLVING SUBSCRIPTION FOR NEW SHARES UNDER SPECIFIC MANDATE

INTRODUCTION

We refer to our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Subscription, details of which are set out in the letter from the Board (“ Letter from the Board ”) contained in the circular of the Company dated 30 May 2014 (the “ Circular ”), of which this letter forms a part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

– 16 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As at the Latest Practicable Date, the Subscriber is a substantial shareholder of the Company holding 1,196,303,160 Shares, representing approximately 62.05% of the existing issued share capital of the Company, and is wholly and beneficially owned by Mr. Li, being an executive Director, and hence a connected person of the Company under Rule 14A.11(1) of the Listing Rules. As such, the Subscription constitutes a connected transaction for the Company and is subject to the announcement, reporting and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

The Board currently comprises four executive Directors, one non-executive Director, and three independent non-executive Directors. The Independent Board Committee, which is currently comprising of all the independent non-executive Directors, namely Dr. Ho Chung Tai, Raymond, Ms. Lai Ka Fung, May and Ms. Chan Sim Ling, Irene, has been established to advise the Independent Shareholders regarding the Subscription. We have been appointed by the Company as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this respect, and such appointment has been approved by the Independent Board Committee. Mr. Charles Li, the undersigned director, is currently a responsible person registered under the SFO to carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities for Beijing Securities Limited and has been registered as a responsible person to carry out regulated activities for over 10 years. Mr. Charles Li has over 26 years of financial services experience and he is also a fellow member of the Australian Society of Certified Practicing Accountants, a member of the Hong Kong Institute of Certified Public Accountants and a member of the Hong Kong Securities Institute.

Beijing Securities Limited is not connected with the directors, chief executive or substantial shareholders of the Company and its subsidiaries or any of their respective associates and therefore is considered suitable to give independent advice to the Independent Board Committee and the Independent Shareholders. Apart from normal professional fees payable to us in connection with this appointment, no arrangement exists whereby Beijing Securities Limited will receive any fees or benefits from the Company or the directors, chief executive or substantial shareholders of the Company and its subsidiaries or any of their respective associates.

Our role is to provide you with our independent opinion and recommendation as to (i) whether the Subscription is on normal commercial terms and in the Company’s ordinary and usual course of business and its terms are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole; and (ii) how the Independent Shareholders should vote in respect of the relevant resolution(s) to approve the Subscription Agreement and the transactions contemplated thereunder including the granting of the Specific Mandate at the SGM.

– 17 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR OPINION

In formulating our opinion to the Independent Board Committee and the Independent Shareholders, we have relied on the statements, information, opinions and representations contained or referred to in the Circular and the information and representations provided to us by the Directors, the Company and its management.

We have assumed that all information and representations that have been provided by the Directors, for which they are solely and wholly responsible, are true and accurate at the time when they were made and continue to be so as at the Latest Practicable Date, and should there be any material changes to our opinion after the Latest Practicable Date, Shareholders would be notified as soon as possible. We have also assumed that all statements of belief, opinion, expectation and intention made by the Directors in the Circular were reasonably made after due enquiry and careful consideration. We have no reason to suspect that any material facts or information have been withheld or to doubt the truth, accuracy and completeness of the information and facts contained in the Circular, or the reasonableness of the opinions expressed by the Company, its management and/or the Directors, which have been provided to us. We consider that we have taken sufficient and necessary steps on which to form a reasonable basis and an informed view for our opinion.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts not contained in the Circular, the omission of which would make any statement in the Circular misleading.

We consider that we have been provided with sufficient information to reach an informed view and to provide a reasonable basis for our opinion. We have not, however, conducted any independent verification of the information included in the Circular and provided to us by the Directors and the management of the Group nor have we conducted any form of in-depth investigation into the business and affairs or the future prospects of the Group.

Lastly, where information in this letter has been extracted from published or otherwise publicly available sources, the sole responsibility of Beijing Securities Limited is to ensure that such information has been correctly and fairly presented and reproduced from the relevant sources.

– 18 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

PRINCIPAL FACTORS TAKEN INTO CONSIDERATION

In formulating our opinion in respect of the Subscription to the Independent Board Committee and the Independent Shareholders, we have considered the following principal factors and reasons:

1. Background of and reasons for the Subscription

Background and principal terms of the Subscription

The Group is principally engaged in i) trading of furniture and fixtures and interior decoration works in Hong Kong and Macau; ii) financing guarantee services and the related consultancy services; and iii) logistics services.

On 28 April 2014, the Company and the Subscriber entered into the Subscription Agreement pursuant to which the Subscriber has agreed to subscribe for a total of 350,000,000 new Subscription Shares (representing approximately 18.15% of the existing issued share capital of the Company as at the Latest Practicable Date) at the price of HK$0.55 per Subscription Share under the Subscription Agreement. The aggregate gross proceeds from the Subscription will be HK$192.5 million and the net proceeds from the Subscription, after deduction of expenses, would be approximately HK$192.2 million. The Company intends to use the net proceeds from the Subscription for the repayment of the Bonds.

Set out below are the material terms of the Subscription Agreement as extracted from the Letter from the Board. Further details of the terms of the Subscription Agreement are set out in the Letter from the Board.

Parties : i) Subscriber – Wealth Keeper ii) Issuer – The Company Subscription : 350,000,000 Shares will be subscribed by the Subscriber, Shares representing: – approximately 18.15% of the existing issued share capital of the Company as at the Latest Practicable Date; and

– 19 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

approximately 15.36% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares (assuming there being no other issue or repurchase of the Shares prior to the completion of the Subscription).

Subscription : HK$0.55 per Subscription Share. The net price per Price Subscription Share after related expenses is approximately HK$0.549 per Subscription Share.

Financial information and outlook of the Group

Set out below is a summary of the financial information of the Group for the two years ended 31 March 2013 as extracted from its annual report for the year ended 31 March 2013 and for the six months ended 30 September 2013 as extracted from its interim report for the six months ended 30 September 2013.

	Six months
	ended
	30 September	Year ended 31 March
	2013	2013	2012
	HK$’000	HK$’000	HK$’000
	(Unaudited)	(Audited)	(Audited)
Revenue	39,208	161,365	173,158
Gross profit	11,953	26,052	54,143
(Loss)/Profit from continuing
operations	(31,866)	(22,446)	8,085
Profit from discontinued
operations	–	–	9,747
(Loss)/Profit for the year/period	(31,866)	(22,446)	17,832
	As at
	30 September	As at 31 March
	2013	2013	2012
	HK$’000	HK$’000	HK$’000
	(Unaudited)	(Audited)	(Audited)
Total assets	658,712	185,253	109,341
Total liabilities	502,892	145,387	73,034
Net assets	155,820	39,866	36,307

– 20 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

For the year ended 31 March 2013, the total revenue of the Group was approximately HK$161.4 million, representing a decrease of approximately 6.8% from the previous year. The decrease in total revenue was attributable to approximately 8.8% decrease in its interior decoration work business and approximately 2.3% decrease in its trading of furniture and fixtures business. For the year ended 31 March 2013, the gross profit of the Group was approximately HK$26.1 million, representing a decrease of approximately 51.9% from the previous year. The decrease in gross profit of the Group also reflected the decrease in gross profit margin of the Group’s interior decoration work business and trading of furniture and fixtures business respectively from approximately 22.6% and 51.5% for the year ended 31 March 2012 to approximately 14.9% and 18.8% in 31 March 2013. Also as result of the increase in finance costs and consultancy fees to support the Group’s new business development, the Group recorded a net loss of approximately HK$22.4 million for the year ended 31 March 2013 as opposed to a net profit of approximately HK$17.8 million in the previous year.

For the six months ended 30 September 2013, the total revenue of the Group was approximately HK$39.2 million, representing a decrease of approximately 51.6% from the previous corresponding period. The decrease in total revenue was mainly attributable to approximately 48.3% decrease in its interior decoration work business and approximately 75.5% decrease in its trading of furniture and fixtures business. However, for the six months ended 30 September 2013, the gross profit of the Group was approximately HK$12.0 million, representing a decrease of only approximately 3.4% from the previous corresponding period which was attributable to the introduction of two new high-margin businesses, namely the financing guarantee services and the logistics services having made contribution to the Group during the period. But for the six months ended 30 September 2013, the Group still made a net loss of approximately HK$31.9 million which was mainly due to the decline in its interior decoration work and trading of furniture and fixtures businesses, the substantial increase in finance costs of approximately HK$17.8 million and the share option expenses of approximately HK$6.6 million.

As at 30 September 2013, the Company had net assets of approximately HK$155.8 million. The Group also has gearing ratio (total liabilities divided by total assets) of approximately 0.76 as at 30 September 2013.

– 21 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Looking forward, the Group will focus on its new businesses namely financing guarantee and logistics services. In view of the encouraging results from the early operation of the financing guarantee and the logistics services businesses, the Group will further expand these new businesses. The Group will also closely monitor the performance of interior decoration work and trading of furniture and fixtures businesses. In order to provide sufficient resources to the new businesses, management will assess the prospect of the interior decoration work and trading of furniture and fixtures businesses and may consider downsizing them to be in line with the repositioning of the Group.

Equity fund raising activities of the Company in the past twelve months

Set out below is the equity fund raising activities of the Company during the past twelve months immediately prior to the Latest Practicable Date:

						Actual use of proceeds	Actual use of proceeds
Date of		Net	proceeds	Intended use of		as of the
announcement	Description	raised (approximately)		proceeds from fund raising		Latest Practicable Date
10 March 2014	Placing of 35,000,000 unlisted	HK$400,000		General working capital		HK$400,000 is yet to be utilized
	warrant under general					as at the Latest Practicable
	mandate					Date
10 June 2013	Placing of HK$190,450,000	(1)	HK$180 million from	(1)	net proceeds of HK$180	(1)	The HK$180 million was
	bonds and issue of unlisted		placing of bonds with		million placing of bonds		used as intended, i.e. the
	warrants under general		unlisted warrants;		with unlisted warrants		funding for establishment
	mandate and placing of HK$300,000,000 convertible bonds under specific mandate	(2)	HK$282 million from placing of convertible bonds.		will be used for funding the establishment of a WFOE for the Group’s financing guarantee service;	(2)	of a WFOE; As disclosed in the announcement of the Company dated 10 December 2013, the Group
				(2)	net proceeds of HK$282		would deposit surplus cash
					million will be used in the		into banks for its financing
					following manner:		guarantee business as the
				i)	as to approximately HK$42 million for repayment of short-term borrowings used for the establishment of the WFOE;		capital expenditure for the Park would not be required until 2014. The Board now expects the capital expenditure will be required in June 2014. As at the Latest Practicable
				ii)	approximately HK$190		Date, approximately
					million for the capital		HK$127 million from the
					expenditures in relation to		placing of the convertible
					the logistic park (“Park”)		bonds was set aside and
					situated in Hanzhong		deposited into banks for
					City, Shaanxi Province;		the Group’s financing
					and		guarantee business;
				iii)	approximately HK$50	(3)	HK$63 million is set aside
					million for general		and is ready to be utilised
					working capital purposes.		for the development of the
							Park; and
						(4)	the remaining net proceeds
							of HK$42 million was
							utilized for the repayment
							of short-term borrowings
							used for the establishment
							of the WOFE and HK$50
							million was used as
							general working capital.

– 22 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Save as disclosed above, the Company had not carried out any equity fund raising exercise in the twelve month period immediately prior to the Latest Practicable Date.

Financial effect of the Subscription

(a) Cash flow

Following completion of the Subscription, the net proceeds are estimated to be approximately HK$192.2 million. As such, immediately upon completion of the Subscription, the cash level of the Group will be increased and hence it is expected to have a positive effect on the cash flow of the Group immediately after the Subscription. The net proceeds from the Subscription will subsequently be applied for the repayment of the Bonds.

(b) Net asset value

As stated above in this letter, the Group had net asset value of approximately HK$$155.8 million as at 30 September 2013. Immediately upon completion of the Subscription and with reference to the net asset value as at 30 September 2013, the consolidated net asset value attributable to owner of the Company is expected to increase by the estimated net proceeds from the Subscription to approximately HK$348.0 million.

(c) Gearing ratio

As stated above in this letter, the Group’s gearing ratio was approximately 0.76 as at 30 September 2013. Immediately upon completion of the Subscription, there will be an increase in the cash level of the Group and the Company intends to apply the net proceeds of the Subscription to repay the Bonds. As such, the gearing ratio of the Group will decrease and improve.

Reasons for and benefits of the Subscription

As stated above in this letter, the net proceeds from the Subscription, after deduction of expenses, would be approximately HK$192.2 million. The Company intends to use the net proceeds from the Subscription for the repayment of the Bonds.

The Bonds, which has an aggregate principal amount of HK$190,450,000 was issued by the Company on 3 July 2013 to independent third parties, carries a coupon interest at 6.5% per annum and is due on 3 July 2014.

– 23 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As at 30 September 2013, the Group has an unaudited cash and bank balances of approximately HK$260.5 million and pledged bank deposits of HK$198.0 million. The pledged bank deposits were placed in banks as securities for the Group’s financing guarantee services and it was subsequently increased by approximately HK$142 million in order to deal with the increasing number of new customers; HK$63 million which was budgeted for the capital expenditure in relation to the Park situated in Hanzhong City, Shaanxi Province was set aside and was ready to be utilised; and the remaining amount of approximately HK$55.5 million (with reference to the cash level as at 30 September 2013) had been reserved as general working capital for interior decoration and furniture trading businesses and for repayment of loans (including the interest of the Bonds of approximately of HK$12.4 million).

In addition, the Directors consider that the Subscription will strengthen the financial position of the Group by repaying the Bonds and thus lowering liabilities burden of the Group. The Subscription will also lower the interest costs if the repayment of the Bonds is to be financed by borrowings instead. The improved financial condition, couple with the improved gearing ratio, will favour the development of the Group’s existing and potential business expansion.

Taking into account of (i) the aforesaid favourable effects on the cash flow, net asset value and gearing ratio of the Group; (ii) the Bonds will be due shortly on 3 July 2014; (iii) the net proceeds will be applied to repay the Bonds which will lower interest costs and liabilities of the Group; and (iv) the improved financial condition, couple with the improved gearing ratio, will favour the development of the Group’s existing and potential business expansion after the completion of the Subscription, we concur with the Directors that the Subscription is fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole.

– 24 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2. Alternative fund raising methods considered

The Company has considered other financing methods, such as bank borrowings, placing of new Shares to independent third parties, open offer or rights issue of new Shares. Whilst obtaining bank financing and placing of new Shares to third parties are in general least time consuming among other alternatives (including the Subscription), given the current loss making position of the Group, it would be difficult for the Group to obtain, in a timely manner, additional unsecured bank loans and/or issuing the new shares without offering considerable discount to the prevailing market price of the Shares in order to attract potential investors and/or underwriters, taking into account the size of the fund under the Subscription. The Company has also considered open offer or rights issue of new Shares, which does not have any dilution effect if the Shareholders participate in the offer. However, it is considered that the Subscription is an efficient and cost effective means of fund raising as the time and costs to be involved are substantially less than those of open offer or rights issue of new Shares, which will incur additional transaction costs, such as underwriting commission. Therefore, in view of the foregoing, we concur with the view of the Directors and consider that the fund raising exercise carried out by the Group through the Subscription is reasonable.

3. Evaluation of the Subscription Price

The Subscription Price was determined after arm’s length negotiations between the Company and the Subscriber with reference to the then market performance of the Shares and the then market conditions.

The Subscription Price of HK$0.55 per Subscription Share represents:

(i) a premium of approximately 7.84% over the closing price of HK$0.51 per Share as quoted on the Stock Exchange as at the Latest Practicable Date;
(ii) a premium of approximately 3.77% over the closing price of HK$0.53 per Share as quoted on the Stock Exchange on 28 April 2014, being the date of the Subscription Agreement; and
(iii) a premium of approximately 4.56% over the average of the closing prices of approximately HK$0.526 per Share for the last five trading days immediately prior to and excluding 28 April 2014 (the “ 5-days Average Closing Price ”).

– 25 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As set out in the Letter from the Board, the Directors consider that the Subscription Price is fair and reasonable as it fairly reflects the then trading price of the Shares. Moreover, given the Subscription Price represents a premium over the trading price of the Shares as set out above, the Directors (excluding Mr. Li and the independent non-executive Directors) consider that the terms of the Subscription Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

In analysing the fairness and reasonableness of the Subscription Price, we have undertaken the following analysis:

(a) Share price performance of the Company

The graph below illustrates the closing share prices of the Company during the period from 2 April 2013 to 28 April 2014 (being approximately 12 month period prior to the date of the Subscription Agreement) (the “ Review Period ”).

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Source: website of the Stock Exchange

– 26 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

During the Review Period, the closing share prices of the Company ranged from the lowest of HK$0.49 per Share (recorded on 15 April 2014) to the highest of HK$0.84 per Share (recorded on 27 September 2013). Therefore, the Subscription Price is within the range of the closing share prices of the Company during the Review Period.

Furthermore, on 5 March 2014, the Company issued a profit warning announcement informing Shareholders that the Group is expected to record a loss for the year ending 31 March 2014. Subsequently, we noted that recently the closing share prices of the Company were in a downward trend. Since reaching the closing share price of HK$0.75 per Share on 11 March 2014, it reached the lowest closing share price of HK$0.49 per Share on 15 April 2014. In addition, we also noted that the closing share prices had recently traded at or below the Subscription Price for 12 consecutive trading days (including 28 April 2014) prior to the date of the Subscription Agreement.

(b) Liquidity of the Shares

The following table sets out the trading volume of Shares during the Review Period:

		Approximate	Average Volume
		average daily	to total number	Average Volume
		trading volume	of issued Shares	to total number
	Total monthly	(“the “Average	held by the public on	of issued Shares on
Month	trading volume	Volume”)	28 April 2014	28 April 2014
	(in number	(in number	(Approximate %)	(Approximate %)
	of shares)	of shares)	(Note 2)	(Note 3)
2013
April	72,484,000	3,624,200	0.50%	0.19%
May	151,154,921	7,197,853	0.98%	0.37%
June	172,530,000	9,080,526	1.24%	0.47%
July	123,442,000	5,611,000	0.77%	0.29%
August	106,134,254	5,054,012	0.69%	0.26%
September	183,604,000	9,180,200	1.25%	0.48%
October	82,878,000	3,946,571	0.54%	0.20%
November	119,650,000	5,697,619	0.78%	0.30%
December	53,180,000	2,659,000	0.36%	0.14%
2014
January	207,430,000	9,877,619	1.35%	0.51%
February	242,302,000	12,752,737	1.74%	0.66%
March	349,161,000	16,626,714	2.27%	0.86%
April (Note 1)	192,640,000	10,702,222	1.46%	0.56%

Source: website of the Stock Exchange

– 27 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Notes:

From 1 April 2014 to 28 April 2014.
Based on 731,707,143 Shares held by the public Shareholders on 28 April 2014.
Based on 1,928,010,303 Shares in issue on 28 April 2014.

As illustrated from the chart above, during the Review Period, the Average Volume to total number of issued Shares was in the range of approximately 0.14% to 0.86% and the Average Volume to total number of issued Shares held by the public was in the range of approximately 0.36% to 2.27%. Given that the Average Volume during the Review Period was below 3% of the public float, in our view, the liquidity of Shares during the Review Period was low.

(c) Comparison with other subscription of shares by connected person(s)

In assessing the fairness and reasonableness of the Subscription Price, we have also identified, after taken reasonable efforts, an exhaustive list of companies listed on the Stock Exchange which issued new shares for cash to their respective connected person(s) under specific mandates during the period from the 28 April 2013 to 28 April 2014 (the “ Comparables ”), details of which are summarised in the table below. We are of the view that list of Comparables represents a fair, sufficient and representative samples population for such comparison.

				Premium/(Discount)
				of the subscription
			Premium/(Discount)	price over/to
			of the subscription	the average closing
			price over/to the	price of the last 5
			last trading day	trading days
			prior to the	prior to the last
			date of the	trading day of the
Company	Date of	Subscription	corresponding	corresponding
(stock code)	announcement	price	announcement	announcement
Jun Yang Solar Power	14-Apr-14	0.1	17.65%	0.40%
Investments Limited (397)
China City Railway	4-Apr-14	1.25	(26.04)%	(25.51)%
Transportation Technology
Holdings Company Limited
(1522)
ZMFY Automobile Glass	28-Mar-14	0.55	(34.52)%	(31.76)%
Services Limited (8135)
China Mengniu Dairy Company	12-Feb-14	42.5	15.33%	18.55%
Limited (2319)

– 28 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

				Premium/(Discount)
				of the subscription
			Premium/(Discount)	price over/to
			of the subscription	the average closing
			price over/to the	price of the last 5
			last trading day	trading days
			prior to the	prior to the last
			date of the	trading day of the
Company	Date of	Subscription	corresponding	corresponding
(stock code)	announcement	price	announcement	announcement
Yusei Holdings Limited (96)	27-Jan-14	0.8	(5.88)%	(5.44)%
Bright Smart Securities &	27-Jan-14	1.3	(18.24)%	(19.15)%
Commodities Group Limited
(1428)
Credit China Holdings Limited	21-Jan-14	0.8	(13.04)%	(3.38)%
(8207)
Brockman Mining Limited	2-Jan-14	0.4	(13.98)%	(16.49)%
(159)
Dore Holdings Limited (628)	28-Oct-13	0.65	(8.45)%	(9.22)%
(Note 1)		0.7	(1.41)%	(2.23)%
		0.75	5.63%	4.75%
Beautiful China Holdings	22-Oct-13	0.1	(22.48)%	(23.43)%
Company Limited (706)
New Times Energy Corporation	2-Oct-13	0.61	1.67%	0.00%
Limited (166)
Guangzhou Shipyard	2-Oct-13	7.29	(5.32)%	(6.08)%
International Company
Limited (317)
Sino-Ocean Land Holdings	27-Sep-13	4.74	1.72%	1.37%
Limited (3377)
Gemdale Properties and	18-Aug-13	0.96	(9.43)%	(6.07)%
Investment Corporation
Limited (535)
Yunbo Digital Synergy Group	2-Jun-13	0.225	(15.09)%	(28.12)%
Limited (8050)
China Traditional Chinese	24-May-13	3.1	(19.06)%	(15.90)%
Medicine Co. Limited (570)
Maximum			17.65%	18.55%
Minimum			(34.52)%	(31.76)%
The Subscription	28-Apr-14	0.55	3.77%	4.56%
Source: website of the Stock	Exchange
Note:

The issuance of new shares announced by Dore Holdings Limited on 28 October 2013 was in three tranches. All three subscription prices are tabularised for calculation and consideration.

– 29 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

As shown in the above table, the subscription prices of the Comparables ranged from discounts of approximately 34.52% to a premium of 17.65% to/over the respective closing prices of their shares on the last trading days prior to the release of subscription announcements (the “ LTD Market Range ”). Also the subscription prices of the Comparables ranged from discounts of approximately 31.76% to a premium of 18.55% to/ over the respective average closing prices of their shares for the five last trading days prior to the last trading date of release of subscription announcements (the “ 5-LTD Market Range ”). The Subscription Price, which represents a premium of approximately 3.77% over the closing share price of the Company on 28 April 2014 and a premium of approximately 4.56% over the 5-days Average Closing Price, falls within the LTD Market Range and the 5-LTD Market Range.

Having considered (i) the Subscription Price has been determined based on arm’s length negotiations between the Company and the Subscriber; (ii) the Subscription Price represents a premium of 3.77% and 4.56% over the closing share price of the Company on 28 April 2014 and to the 5-days Average Closing Price respectively; (iii) the downward trend of the closing share prices of the Company since 11 March 2014 during the Review Period and the closing share prices of the Company having been trading at or below the Subscription Price for 12 consecutive trading days (including 28 April 2014) prior to the date of the Subscription Agreement; (iv) the low liquidity of Shares during the Review Period; and (v) the premiums represented by the Subscription Price over the closing price of the Shares on 28 April 2014 and the 5-days Average Closing Price fall within the LTD Market Range and the 5-LTD Market Range, we are of the view that the Subscription Price is fair and reasonable so far as the Independent Shareholders are concerned and is in the interests of the Company and the Shareholders as a whole.

– 30 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

4. Potential dilution to the shareholdings of the Shareholders

Set out below is the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) immediately upon completion of the Subscription (assuming there is no other issue or repurchase of the Shares):

Shareholders Wealth Keeper (Note) Public Shareholders Existing public Shareholders Total	As at the Latest Practicable Date No. of Shares % 1,196,303,160 62.05 731,707,143 37.95 1,928,010,303 100.00	Immediately upon completion of the Subscription No. of Shares % 1,546,303,160 67.88 731,707,143 32.12 2,278,010,303 100.00	Immediately upon completion of the Subscription No. of Shares % 1,546,303,160 67.88 731,707,143 32.12 2,278,010,303 100.00
			100.00

Note: The entire issued share capital of Wealth Keeper is wholly and beneficially owned by Mr. Li. Mr. Li is also personally interested in 8,600,000 share options of the Company.

As at the Latest Practicable Date, the Company has outstanding (i) 111,600,000 share options (Note: the number of outstanding share options as stated in the announcement of the Company dated 28 April 2014 in relation to the Subscription is 112,100,000 of which 500,000 share options were already lapsed); (ii) HK$190.45 million warrants entitling the holders thereof to subscribe for 293,000,000 new Shares; (iii) 35,000,000 unlisted warrants entitling the holders thereof to subscribe for 35,000,000 new Shares; and (iv) convertible bonds in the principal amount of HK$300 million entitling the holders thereof to convert into 400,000,000 new Shares. In addition, the Company has a contractual obligation to allot and issue 18,690,707 new Shares to Hong Kong Logistics Technology & Systems Limited as consideration under a service agreement. Details of the service agreement were disclosed in the announcement of the Company dated 14 May 2013.

As illustrated in the table above, the existing public Shareholders held 731,707,143 Shares, representing approximately 37.95% of the issued shares of the Company. Upon completion of the Subscription, the shareholdings of the existing public Shareholders are expected to be diluted to approximately 32.12%. Nonetheless, taken into the benefits mentioned in the section headed “Background of and reasons for the Subscription” above in this letter, we are of the view that the dilution effect to the aggregate shareholding percentage of the existing public Shareholders is acceptable so far as the Independent Shareholders are concerned.

– 31 –

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

RECOMMENDATIONS

Having considered the principal factors discussed above and, in particular the following:

(i) the Subscription will allow the Group to improve its financial condition which will be beneficial for the development of the Group’s existing and potential business expansion;
(ii) the Subscription is the most efficient and cost effective fund raising alternative available to the Group and will have immediate positive financial impact on the cash flow, net asset value and gearing ratio of the Group upon completion of the Subscription;
(iii) the Subscription Price has been determined based on arm’s length negotiations between the Company and the Subscriber and represents a premium over the closing price of the Company as at the date of the Subscription Agreement as well as to the 5-days Average Closing Price and hence is fair to the Company;
(iv) the low liquidity of Shares during the Review Period; and
(v) the premiums represented by the Subscription Price over the closing share price of the Company on 28 April 2014 and the 5-days Average Closing Price fall within the LTD Market Range and the 5-LTD Market Range,

we consider the Subscription is on normal commercial terms and in the Company’s ordinary and usual course of business and its terms are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Independent Shareholders as a whole. We therefore recommend the Independent Board Committee to advise the Independent Shareholders to vote in favour of the resolution(s) to approve the Subscription Agreement and the transactions contemplated thereunder including the granting of the Specific Mandate at the SGM.

Yours faithfully, For and on behalf of

Beijing Securities Limited Charles Li

Director

– 32 –

GENERAL INFORMATION

APPENDIX I

1. RESPONSIBILITY STATEMENT

This Circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors 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 herein the omission of which would make any statement herein misleading.

2. DISCLOSURE OF INTERESTS

As at the Latest Practicable Date, the interests and short positions of each of the Directors and chief executive of the Company in the Shares, underlying Shares and/or debentures of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to the provisions of Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO) or were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein or were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers of the Listing Rules, to be notified to the Company and the Stock Exchange were as follows:

(a) Interests in the Company (long position)

					Approximate
			Number		percentage of
	Capacity/nature of	Number	of underlying		issued share of
Director	interests	of Shares	Shares	Total	the Company
Li Weibin	(a) Interest in controlled	1,546,303,160	–	1,546,303,160	80.20%
	corporation (Note 1)	(Note 1)
	(b) Beneficial owner	–	8,600,000	8,600,000	0.45%
			(Note 2)
Siu Wai Yip	Beneficial owner	–	6,000,000	6,000,000	0.31%
			(Note 2)
Lam Suk Ling, Shirley	Beneficial owner	–	6,000,000	6,000,000	0.31%
			(Note 2)
Lau Chi Kit	Beneficial owner	–	4,000,000	4,000,000	0.21%
			(Note 2)
Fung Sau Mui	Beneficial owner	–	2,000,000	2,000,000	0.10%
			(Note 2)

– 33 –

APPENDIX I

GENERAL INFORMATION

					Approximate
			Number		percentage of
	Capacity/nature of	Number	of underlying		issued share of
Director	interests	of Shares	Shares	Total	the Company
Ho Chung Tai,	Beneficial owner	–	4,000,000	4,000,000	0.21%
Raymond			(Note 2)
Lai Ka Fung, May	Beneficial owner	–	2,000,000	2,000,000	0.10%
			(Note 2)
Chan Sim Ling, Irene	Beneficial owner	–	2,000,000	2,000,000	0.10%
			(Note 2)

Notes:

Wealth Keeper is wholly-owned by Mr. Li, the Chairman of the Board. The Subscriber was holding 1,196,303,160 Shares as at the Latest Practicable Date. In addition, the Subscriber was also deemed to have interested in 350,000,000 new Shares to be issued to it pursuant to the Subscription under Part XV of the SFO. The Subscriber and hence Mr. Li had interests in a total of 1,546,303,160 Shares.
The interests arose from the outstanding share options granted to the relevant Directors under the share option scheme of the Company adopted on 21 September 2012.

(b) Interests in associated corporations of the Company (long position)

				Approximate
			Number of	percentage of
			underlying	issued share of
Name of associated		Capacity/nature	shares	the relevant
corporation	Director	of interests	interested	company
Wealth Keeper	Mr. Li	Beneficial owner	1	100.00%

– 34 –

APPENDIX I

GENERAL INFORMATION

All the interests disclosed above represent long positions in the Shares and underlying Shares. Other than the interests as disclosed above, as at the Latest Practicable Date, none of the Directors or chief executives of the Company held any interests or short positions in the Shares, underlying Shares or debentures of the Company or any of its associated corporation(s) (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to the provisions of Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO) or were required, pursuant to section 352 of the SFO, to be entered in the register referred to therein or were required, pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers of the Listing Rules, to be notified to the Company and the Stock Exchange. Mr. Li, the Chairman of the Board and executive Director, is also director of Wealth Keeper which had interests in the Shares and underlying Shares as disclosed above which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

3. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered, or proposed to enter into a service contract with any members of the Group (excluding any service contract expiring or determinable by the relevant members of the Group within one year without payment of compensation (other than statutory compensation).

4. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors or their respective associate(s) was interested in any business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

5. INTEREST IN ASSETS

Save as disclosed in the announcement of the Company dated 28 October 2011 in which the Group has entered into a tenancy agreement with Golden Life Investment Limited (“ Golden Life ”) on 19 January 2012 that one of the directors of Golden Life, Ms. Fung Sau Mui, is also the nonexecutive Director of the Company, none of the Directors nor their respective associates had any direct or indirect interests in any assets which had been acquired or disposed of by or leased to, or were proposed to be acquired or disposed of by or leased to, any member of the Group since 31 March 2013, being the date to which the latest published audited consolidated financial statements of the Group were made up.

– 35 –

GENERAL INFORMATION

APPENDIX I

6. MATERIAL ADVERSE CHANGE

Save as disclosed in the interim report of the Company for the six months ended 30 September 2013, and the announcement of the Company dated 5 March 2014 in which the Company announced an expected loss for the year ended 31 March 2014, which was due to (i) significant increase in finance costs arising from the issue of the Bonds and convertible bonds during the year calculated under effective interest rate; and (ii) the share option expenses recognized under Hong Kong Financial Reporting Standard which was granted during the year, the Directors are not aware of any material adverse change in the financial or trading position of the Group since 31 March 2013, being the date to which the latest published audited accounts of the Company were made up.

7. EXPERT AND CONSENT

Beijing Securities is a corporation licensed under the SFO to carry out type 1 (dealing in securities), type 4 (advising on securities) and type 6 (advising on corporate finance) regulated activity and has been appointed as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in respect of the Subscription.

Beijing Securities has given and has not withdrawn its written consent to the issue of this Circular with the inclusion of its letter and references to its names in the form and context in which they respectively appear.

As at the Latest Practicable Date, Beijing Securities did not have (a) any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group; and (b) any direct or indirect interest in any assets acquired or disposed of by or leased to or proposed to be acquired or disposed of by or leased to any member of the Group since 31 March 2013, the date to which the latest published audited accounts of the Company were made up.

– 36 –

GENERAL INFORMATION

APPENDIX I

8. MISCELLANEOUS

(a) The registered office of the Company is at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
(b) The Company’s head office and principal place of business in Hong Kong is at 7/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong.
(c) The Company’s Hong Kong branch share registrar and transfer office is Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong.
(d) The company secretary is Ms. Lam Suk Ling, Shirley, who is a Certified Public Accountant of Hong Kong Institute of Certified Public Accountants and a Certified Practising Accountant of CPA Australia.
(e) The English text of this Circular shall prevail over the Chinese text in case of inconsistency.

9. DOCUMENT AVAILABLE FOR INSPECTION

Copy of the Subscription Agreement will be available for inspection at the head office and principal place of business of the Company in Hong Kong at 7/F, Two Exchange Square, 8 Connaught Place, Central, Hong Kong during a period of 14 days from the date of this Circular.

– 37 –

APPENDIX II

BIOGRAPHICAL DETAILS OF DR. HO

Dr. Ho is a former member of the Legislative Council (1996-2012), a former Hong Kong Deputy to the 10th & 11th National People’s Congress and the past President of the Hong Kong Institution of Engineers (1987/1988). He holds a Doctorate degree in Civil Engineering from the City University of London, United Kingdom, an Honorary Doctorate of Business Administration from the City University of Hong Kong, an Honorary Doctorate of Laws from the University of Manchester, United Kingdom, a Postgraduate Diploma in Geotechnical Engineering from the University of Manchester, United Kingdom and a Bachelor’s degree in Engineering from the University of Hong Kong. Dr. Ho is currently a Board Member of the Airport Authority Hong Kong and the Chairman of Guangdong Daya Bay Nuclear Plant and LingAo Nuclear Plant Safety Consultative Committee. He is also the former Chairman of the Hong Kong Trade Development Council Infrastructure Development Advisory Committee. He is currently an independent nonexecutive director of China State Construction International Holdings Limited (stock code: 3311), GCL-Poly Energy Holdings Limited (stock code: 3800) and Deson Development International Holdings Limited (stock code: 262). The shares of these three companies are listed on the Main Board of the Stock Exchange.

Pursuant to the appointment letter (the “ Appointment Letter ”) dated 17 December 2013 entered into between Dr. Ho and the Company, Dr. Ho has been appointed for a fixed term of service commencing from 17 December 2013 to 16 December 2016, subject to retirement and reelection by the shareholders of the Company at the next annual general meeting of the Company and other removal and retirement by rotation provisions in the bye-laws of the Company, unless otherwise terminated by either party by giving not less than one month’s written notice to the other or otherwise in accordance with the terms of the Appointment Letter. Dr. Ho is entitled to director’s fee of HK$720,000 per annum, which was determined with reference to his qualifications, experiences, duties and responsibilities with the Company and prevailing market conditions.

As at the Latest Practicable Date, the share options to subscribe for 4,000,000 Shares have been granted to Dr. Ho. Save as disclosed above, Dr. Ho does not have any other interests in the Shares or underlying Shares of the Company within the meaning of Part XV of the SFO.

Saved as disclosed above, Dr. Ho had not held any other positions with the Company and its subsidiaries and had not held any directorships in any public company the securities of which are listed in Hong Kong or overseas in the past three years preceding the Latest Practicable Date. Dr. Ho does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company (as defined in the Listing Rules).

Save as disclosed above, Dr. Ho and the Company are not aware of any other matters that need to be brought to the attention of the Shareholders in respect of Dr. Ho’s appointment and there is no information that is required to be disclosed pursuant Rules 13.51(2)(h) to (v) of the Listing Rules in respect of Dr. Ho.

– 38 –

NOTICE OF SGM

==> picture [140 x 79] intentionally omitted <==

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 a special general meeting (the “ Meeting ”) of Chinlink International Holdings Limited (the “ Company ”) will be held at 7/F, Two Exchange Square, 8 Connaught Place Central, Hong Kong on Monday, 23 June 2014 at 2:30 p.m. for the purpose of considering and, if thought fit, passing the following resolutions, with or without amendments, as resolutions of the Company. Capitalized terms used herein without definition shall have the same meanings as in the circular issued by the Company on 30 May 2014 (the “ Circular ”), unless the context otherwise requires.:

ORDINARY RESOLUTIONS

“ THAT the Subscription (as defined in the Circular) in relation to 350,000,000 new ordinary shares of the Company at a price of HK$0.55 per share by Wealth Keeper International Limited under the Subscription Agreement (as defined in the Circular), a copy of the Subscription Agreement has been produced to the meeting marked “A” and signed by the chairman of the meeting for the purpose of identification, be and is hereby approved; the execution of the Subscription Agreement and any other agreements, documents and actions taken or to be taken in connection with the Subscription (including the allotment and issue by the Company of the Subscription Shares) (as defined in the Circular) by any director of the Company (the “ Director ”), notwithstanding any interest he/she may have in any matters in connection with the Subscription, be and are hereby approved, confirmed and ratified; and any Director be and is hereby authorised to do all acts and things and execute any agreements, deeds, instruments and any other documents, under hand or under seal, or make such arrangement as he/she may determine to be appropriate, necessary or desirable to give effect to or in connection with the Subscription and the allotment and issue of the Subscription Shares and, subject to and in accordance with the applicable law and regulations, to approve and make such immaterial variation, amendment, supplement or waiver of immaterial matters relating to the Subscription in the interests of the Company and its shareholders as a whole.”

For identification purpose only

– 39 –

NOTICE OF SGM

“ THAT Dr. Ho Chung Tai, Raymond be and is hereby re-elected as an independent non-executive Director of the Company.”

By Order of the Board Chinlink International Holdings Limited Mr. Li Weibin Chairman

Hong Kong, 30 May 2014

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

Principal place of business in Hong Kong: 7/F, Two Exchange Square 8 Connaught Place Central, Hong Kong

Notes:

(1) A form of proxy for use at the Meeting has been dispatched to the Shareholders together with a copy of this notice.
(2) 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 the Meeting and vote on his behalf. A proxy need not be a member of the Company but must attend the Meeting in person to represent the member of the Company.
(3) 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 seal or under the hand of an officer, attorney or other person authorized to sign the same.
(4) In order to be valid, the instrument appointing a proxy and (if required by the Board) 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 deposited with the Company’s Hong Kong branch share registrar, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, in accordance with the instructions printed thereon not less than 48 hours before the time appointed for holding the Meeting or adjourned Meeting at which the person named in the instrument proposes to vote.
(5) Delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.
(6) In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders are present at the 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 holders, 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.
(7) Any voting at the Meeting shall be taken by poll.

– 40 –

AI assistant

Li Ning Company Limited — Proxy Solicitation & Information Statement 2014

50530_rns_2014-05-29_2c3d801a-afe6-4a29-907e-eeb72634fc09.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

(Stock Code: 997)

(1) CONNECTED TRANSACTION INVOLVING SUBSCRIPTION FOR NEW SHARES UNDER SPECIFIC MANDATE

(2) RE-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND

(3) NOTICE OF SPECIAL GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

LETTER FROM THE BOARD

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

(1) CONNECTED TRANSACTION INVOLVING SUBSCRIPTION FOR NEW SHARES UNDER SPECIFIC MANDATE (2) RE-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND

(3) NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

LETTER FROM THE BOARD

(1) THE SUBSCRIPTION

Parties:

Subscription Shares:

LETTER FROM THE BOARD

The Subscription Price:

LETTER FROM THE BOARD

Conditions precedent:

LETTER FROM THE BOARD

EFFECT ON SHAREHOLDING OF THE COMPANY

LETTER FROM THE BOARD

REASONS FOR THE SUBSCRIPTION AND USE OF PROCEEDS

LETTER FROM THE BOARD

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Equity fund raising activities of the Company in the past twelve months

LETTER FROM THE BOARD

LISTING RULES IMPLICATIONS

(2) RE-ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

LETTER FROM THE BOARD

SGM

RECOMMENDATION

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

(1) CONNECTED TRANSACTION INVOLVING SUBSCRIPTION FOR NEW SHARES UNDER SPECIFIC MANDATE AND

(2) NOTICE OF SPECIAL GENERAL MEETING

BEIJING SECURITIES LIMITED

CONNECTED TRANSACTION INVOLVING SUBSCRIPTION FOR NEW SHARES UNDER SPECIFIC MANDATE

INTRODUCTION

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

BASIS OF OUR OPINION

PRINCIPAL FACTORS TAKEN INTO CONSIDERATION

1. Background of and reasons for the Subscription

Background and principal terms of the Subscription

Financial information and outlook of the Group

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

Equity fund raising activities of the Company in the past twelve months

Financial effect of the Subscription

(a) Cash flow

(b) Net asset value

(c) Gearing ratio

Reasons for and benefits of the Subscription

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

2. Alternative fund raising methods considered

3. Evaluation of the Subscription Price

(a) Share price performance of the Company

(b) Liquidity of the Shares

(c) Comparison with other subscription of shares by connected person(s)

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER

4. Potential dilution to the shareholdings of the Shareholders

RECOMMENDATIONS

Beijing Securities Limited Charles Li

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(a) Interests in the Company (long position)

APPENDIX I

GENERAL INFORMATION

(b) Interests in associated corporations of the Company (long position)

APPENDIX I

GENERAL INFORMATION

3. SERVICE CONTRACTS

4. COMPETING INTERESTS

Li Ning Company Limited Proxy Solicitation & Information Statement 2014