Li Ning Company Limited — Proxy Solicitation & Information Statement 2017

Mar 30, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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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: 0997)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (“ SGM ”) of Chinlink International Holdings Limited (the “ Company ”) will be held at 2:30 p.m. on Friday, 28 April 2017 at Suites 5-6, 40/F, One Exchange Square, 8 Connaught Place, Central, Hong Kong for the purpose of considering and, if thought fit, passing the following resolutions as ordinary resolutions:

ORDINARY RESOLUTIONS

1. “ THAT :

   • (a) the sale and purchase agreement (the “ Acquisition Agreement ”) dated 2 February 2017 (as supplemented on 13 March 2017) and entered into among the Company as issuer, Glorious Harvest Limited as purchaser, Bestwin International Investment Limited as vendor (the “ Vendor ”) and Mr. Li Weibin ( “Mr. Li ”) as guarantor in relation to the acquisition (the “ Shares Acquisition ”) of the entire issued share capital of Zhong Hui Global Limited (the “ Target ”) at a consideration of HK$96,000,000 (a copy of the Acquisition Agreement has been produced to the meeting and marked “A” and initialed by the Chairman of the meeting for the purpose of identification), and all the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

• For identification purpose only

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• (b) the issue of three (3) per cent. coupon two (2)-year secured bonds (the “ Convertible Bonds ”) convertible into the shares (the “ Shares ”) of par value of HK$0.3125 each in the share capital of the Company at the initial conversion price of HK$0.565 per Share, subject to adjustment, in the principal amount of HK$96,000,000 (the “ Shares Consideration CB ”) to the Vendor (or its nominee) to satisfy the consideration payable for the Shares Acquisition in accordance with the terms and conditions under the Acquisition Agreement be approved;

• (c) any one Director be and are hereby specifically authorised to allot and issue Shares (“ Conversion Shares I ”) to the Vendor (or its nominee) upon exercise of the conversion rights attaching to the Shares Consideration CB; and

• (d) any one Director be and is hereby authorised to do all such acts and things and sign, agree, ratify or execute all such documents or instrument under hand (or where required, under the common seal of the Company together with such other Director or person authorised by the board of Directors) and take all such steps as the Director in his/her discretion may consider necessary, appropriate, desirable or expedient to implement, give effect to or in connection with the Acquisition Agreement and any of the transactions contemplated thereunder including but not limited to the issue of the Shares Consideration CB and the Conversion Shares I.”

2. “ THAT :

• (a) the agreement (the “ Loan Purchase and Financing Agreement ”) dated 2 February 2017 (as supplemented on 13 March 2017) and entered into among the Company as issuer, Glorious Harvest Limited as purchaser and Mr. Li as vendor and financier in relation to: (i) the acquisition (the “ Loan Acquisition ”) of all the debts owing or incurred by the Target and its subsidiaries to Mr. Li and his affiliated companies at a consideration of HK$216,000,000; and (ii) the issue of Convertible Bonds (the “ Financing Bonds ”) in the principal amount of HK$58,000,000 to Mr. Li (a copy of the Loan Purchase and Financing Agreement has been produced to the meeting and marked “B” and initialed by the Chairman of the meeting for the purpose of identification), and all the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

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• (b) the issue of Convertible Bonds in the principal amount of HK$216,000,000 (the “ Loan Consideration CB ”) to Mr. Li (or his nominee) to satisfy the consideration payable for the Loan Acquisition in accordance with the terms and conditions under the Loan Purchase and Financing Agreement be approved;

• (c) the issue of Financing Bonds in the principal amount of HK$58,000,000 to Mr. Li (or his nominee) in cash in accordance with the terms and conditions under the Loan Purchase and Financing Agreement be approved;

• (d) any one Director be and are hereby specifically authorised to allot and issue Shares (“ Conversion Shares II ”) to Mr. Li (or his nominee) upon exercise of the conversion rights attaching to the Loan Consideration CB and the Financing Bonds; and

• (e) any one Director be and is hereby authorised to do all such acts and things and sign, agree, ratify or execute all such documents or instrument under hand (or where required, under the common seal of the Company together with such other Director or person authorised by the board of Directors) and take all such steps as the Director in his/her discretion may consider necessary, appropriate, desirable or expedient to implement, give effect to or in connection with the Loan Purchase and Financing Agreement and any of the transactions contemplated thereunder including but not limited to the issue of the Loan Consideration CB, the Financing Bonds and the Conversion Shares II.”

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

Hong Kong, 31 March 2017

As at the date of this notice, the Board comprises four executive Directors, namely Mr. Li Weibin, Mr. Siu Wai Yip, Ms. Lam Suk Ling, Shirley and Mr. Lau Chi Kit; a non-executive Director, namely Ms. Fung Sau Mui; and three independent non-executive Directors, namely Dr. Ho Chung Tai, Raymond, Ms. Lai Ka Fung, May and Ms. Chan Sim Ling, Irene.

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Notes:

1. The register of members of the Company will be closed from Tuesday, 25 April 2017 to Friday, 28 April 2017 (both dates inclusive) for determining the identity of the Shareholders who are entitled to attend and vote at the SGM. No transfer of shares of the Company and/or exercise of the Share Options and/or the conversion of the outstanding convertible bonds will be registered during this period. Shareholders whose name appear on the register of members of the Company on Friday, 28 April 2017 shall be entitled to attend and vote at the SGM. In order to be eligible to attend and vote at the SGM, unregistered holders of the shares of the Company should ensure that all transfer forms accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration no later than 4:30 p.m. on Monday, 24 April 2017.

2. A member entitled to attend and vote at the SGM convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the memorandum of association and bye-laws of the Company, vote in on his/her behalf. A proxy need not be a member of the Company but must be present in person at the meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of Shares in respect of which each such proxy is so appointed.

3. In order to be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the offices of the Company’s Hong Kong branch share registrar and transfer office, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof. Completion and return of form of proxy will not preclude a shareholder of the Company from attending in person and voting at the SGM or any adjournment thereof, should he/she so wish, and in such event, the instrument appointing the proxy shall be deemed to be revoked.

4. A form of proxy in respect of the SGM is enclosed. Whether or not you intend to attend the SGM in person, all members are urged to complete and return the form of proxy in accordance with the instructions printed thereon. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the SGM or any adjourned meeting if they so wish, and in such event, the instrument appointing the proxy shall be deemed to be revoked.

5. Pursuant to Rule 13.39(4) of the Listing Rules, all resolutions set out in this notice will be decided by poll at the SGM.

6. If Typhoon Signal No.8 or above, or a “black” rainstorm warning is in effect any time after 12:00 noon on the date of the SGM, the SGM will be postponed. Members may visit the website of the Company for details of the postponement and alternative meeting arrangement.

7. The Chinese translation of this notice is for reference only, and in case of any inconsistency, the English Version shall prevail.

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