Li Ning Company Limited — Proxy Solicitation & Information Statement 2017

Mar 8, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Chinlink International Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser(s) or the transferee(s), or to the licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or the transferee(s).

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 losses 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: 0997)

(1) PROPOSED SHARE CONSOLIDATION; (2) PROPOSED CHANGE IN BOARD LOT SIZE; (3) INCREASE IN AUTHORISED SHARE CAPITAL; (4) PROPOSED REFRESHMENT OF GENERAL MANDATE; (5) PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT; AND

(6) NOTICE OF SGM

Capitalised terms used on this cover shall have the same meanings as those defined in this circular, unless the context requires otherwise. A letter from the Board is set out on pages 6 to 17 of this circular.

A notice convening the SGM to be held at 2:30 p.m. on Monday, 27 March 2017 at Suites 5-6, 40/F., One Exchange Square, 8 Connaught Place, Central, Hong Kong is set out on pages SGM-1 to SGM-5 of this circular. A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar and transfer office, 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 or any adjournment thereof (as the case may be). 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 (as the case may be) should you so wish, and in such event, the instrument appointing the proxy shall be deemed to be revoked.

9 March 2017

• For identification purposes only

CONTENTS

	Page
DEFINITIONS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
EXPECTED TIMETABLE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE BOARD. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
NOTICE OF SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	SGM-1

DEFINITIONS

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

• “2016 AGM” the annual general meeting of the Company held on 30 September 2016

• “Board”

• the board of Directors

• “CCASS” the Central Clearing and Settlement System established and operated by HKSCC

• “Company” Chinlink International Holdings Limited, a company incorporated in Bermuda whose issued Shares are listed on the main board of the Stock Exchange (Stock Code: 0997)

• “Consolidated Share(s)” ordinary share(s) of HK$0.3125 each in the share capital of the Company immediately after the Share Consolidation becoming effective

• “Director(s)” the director(s) of the Company from time to time

• “Existing General Mandate” the general mandate granted to the Directors pursuant to an ordinary resolution passed by the Shareholders at the 2016 AGM to allot and issue up to 558,335,363 Shares, representing 20% of the total number of issued Shares of the Company as at the date of the 2016 AGM

• “Existing Scheme Mandate Limit” the scheme mandate limit duly approved and granted by the Shareholders at the 2016 AGM to the Directors to allot and issue Shares upon the exercise of the Share Options to be granted under the Share Option Scheme, with a maximum of 279,167,681 Shares, being 10% of the total number of issued Shares of the Company as at the date of the 2016 AGM

• “Group”

the Company and its subsidiaries

• “HKSCC”

Hong Kong Securities Clearing Company Limited

1

DEFINITIONS

• “Hong Kong”

• “Increase in Authorised Share Capital”

• “Latest Practicable Date”

• “Listing Rules”

• “PRC”

• “Refreshed General Mandate”

• “Refreshed Scheme Mandate Limit”

• “Refreshment of General Mandate”

• “Refreshment of Scheme Mandate Limit”

the Hong Kong Special Administrative Region of the PRC

• the proposed increase in the authorised share capital of the Company from HK$250,000,000 divided into 20,000,000,000 Shares to HK$625,000,000 divided into 50,000,000,000 Shares (equivalent to 2,000,000,000 Consolidated Shares if the Share Consolidation has become effective) by the creation of an additional 30,000,000,000 Shares (equivalent to 1,200,000,000 Consolidated Shares if the Share Consolidation has become effective)

• 7 March 2017, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

• the Rules Governing the Listing of Securities on the Stock Exchange

• The People’s Republic of China which, for the purpose of this circular, excludes Hong Kong, Macau Special Administrative Region and Taiwan

• the new general mandate proposed to be sought at the SGM to authorise the Directors to allot and issue Shares not exceeding 20% of the total number of issued Shares of the Company as at the date of passing of the relevant resolution at the SGM

• the new scheme mandate limit proposed to be sought at the SGM to authorise the Directors to allot and issue Shares upon exercise of the Share Options to be granted under the Share Option Scheme, being 10% of the total number of issued Shares of the Company as at the date of passing of the relevant resolution at the SGM

• the proposed refreshment of the Existing General Mandate by way of granting the Refreshed General Mandate

• the proposed refreshment of the Existing Scheme Mandate Limit by way of granting the Refreshed Scheme Mandate Limit

2

DEFINITIONS

“SGM”	the special general meeting of the Company to be
	convened and held for the purpose of considering and, if
	thought fit, approving, among other things, the Share
	Consolidation, the Increase in Authorised Share Capital,
	the Refreshment of General Mandate and the Refreshment
	of Scheme Mandate Limit
“Share(s)”	ordinary share(s) of HK$0.0125 each in the existing share
	capital of the Company
“Share Consolidation”	the proposed consolidation of every twenty-five (25) issued
	and unissued Shares into one (1) Consolidated Share
“Share Options”	the share options granted by the Company under the Share
	Option Scheme
“Share Option Scheme”	the share option scheme approved and adopted by the
	Company on 21 September 2012 entitling the holders
	thereof to subscribe for new Shares
“Shareholder(s)”	holder(s) of the Share(s) or the Consolidated Share(s), as
	the case may be
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“HK$”	Hong Kong dollar(s), the lawful currency of Hong Kong
“%”	per cent.

3

EXPECTED TIMETABLE

The expected timetable for the implementation of the Share Consolidation and the change in board lot size is set out below:

2017

Latest time for lodging forms of proxy for the SGM . . . . . . . . . 2:30 p.m. on Saturday, 25 March

Date and time of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2:30 p.m. on Monday, 27 March Announcement of poll results of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 27 March Effective date of the Increase in Authorised Share Capital . . . . . . . . . . . . . . Monday, 27 March Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 28 March First day for free exchange of existing certificates for the Shares for new certificates for the Consolidated Shares . . . . . . . . . . . Tuesday, 28 March Dealings in the Consolidated Shares commence. . . . . . . . . . . 9:00 a.m. on Tuesday, 28 March Original counter for trading in Shares in board lots of 10,000 Shares (in the form of existing share certificates) temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 28 March Temporary counter for trading in Consolidated Shares (in board lots of 400 Consolidated Shares in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 28 March Original counter for trading in Consolidated Shares in board lots of 5,000 Consolidated Shares (in the form of new share certificates) reopens . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 12 April Parallel trading (in the form of both existing share certificates in board lots of 400 Consolidated Shares and new share certificates in board lots of 5,000 Consolidated Shares) commences . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 12 April Designated broker starts to stand in the market to provide matching services for odd lots of Consolidated Shares . . . 9:00 a.m. on Wednesday, 12 April Temporary counter for trading in Consolidated Shares (in board lots of 400 Consolidated Shares in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 8 May

4

EXPECTED TIMETABLE

2017

Parallel trading (in the form of both existing share certificates in board lots of 400 Consolidated Shares and new share certificates in board lots of 5,000 Consolidated Shares) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Monday, 8 May Designated broker ceases to stand in the market to provide matching services for odd lots of Consolidated Shares . . . . . . . 4:00 p.m. on Monday, 8 May Last day for free exchange of certificates for the Shares for new certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . Wednesday, 10 May

All times and dates in this circular refer to Hong Kong local times and dates. Dates or deadlines specified in the expected timetable above are indicative only and may be extended or varied by the Company. Any changes to the expected timetable will be notified to the shareholders by way of announcement as and when appropriate.

5

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: 0997)

Executive Directors:

Mr. Li Weibin (Chairman and Managing Director) Mr. Siu Wai Yip Ms. Lam Suk Ling, Shirley Mr. Lau Chi Kit

Registered Office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Non-executive Director:

Ms. Fung Sau Mui

Independent non-executive Directors:

Dr. Ho Chung Tai, Raymond Ms. Lai Ka Fung, May Ms. Chan Sim Ling, Irene

Head Office and Principal Place of Business in Hong Kong: Suites 5-6, 40/F One Exchange Square 8 Connaught Place Central, Hong Kong

9 March 2017

To the Shareholders,

Dear Sirs,

(1) PROPOSED SHARE CONSOLIDATION; (2) PROPOSED CHANGE IN BOARD LOT SIZE; (3) INCREASE IN AUTHORISED SHARE CAPITAL; (4) PROPOSED REFRESHMENT OF GENERAL MANDATE; AND

(5) PROPOSED REFRESHMENT OF SCHEME MANDATE LIMIT

• For identification purposes only

6

LETTER FROM THE BOARD

INTRODUCTION

Reference is made to the announcement of the Company dated 7 February 2017 in which it was announced that after the trading hours of the Stock Exchange on 2 February 2017, the Company proposed, among other matters, to implement the Share Consolidation on the basis that every twenty-five (25) issued and unissued Shares of HK$0.0125 each will be consolidated into one (1) Consolidated Share of HK$0.3125, and the Increase in Authorised Share Capital. In conjunction with the Share Consolidation, the Company also proposed to change the board lot size of the Shares for trading from 10,000 Shares to 5,000 Consolidated Shares, subject to the Share Consolidation becoming effective.

Apart from the Share Consideration, change in board lot size, and the Increase in Authorised Share Capital, the Board proposes to refresh the Existing General Mandate and the Existing Scheme Mandate Limit.

The SGM will be convened by the Company at which resolutions will be proposed to seek approval from the Shareholders for (i) the Share Consolidation; (ii) the Increase in Authorised Share Capital; (iii) the Refreshment of General Mandate; and (iv) the Refreshment of Scheme Mandate Limit by way of poll.

The purpose of this circular is to provide you with (i) details of the Share Consolidation, change in board lot size and the Increase in Authorised Share Capital; (ii) details of the Refreshment of General Mandate; (iii) details of the Refreshment of Scheme Mandate Limit; and (iv) the notice of SGM.

A. PROPOSED SHARE CONSOLIDATION, CHANGE IN BOARD LOT SIZE AND INCREASE IN AUTHORISED SHARE CAPITAL

1. SHARE CONSOLIDATION

The Company proposes to implement the Share Consolidation on the basis that every twenty-five (25) issued and unissued Shares of HK$0.0125 each will be consolidated into one (1) Consolidated Share of HK$0.3125.

Effects of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is HK$250,000,000 divided into 20,000,000,000 Shares of HK$0.0125 each, of which 16,750,060,914 Shares have been allotted and issued as fully paid or credited as fully paid. Assuming no further Shares will be issued or repurchased between the Latest Practicable Date and the date of the SGM, immediately after the Share Consolidation becoming effective, the authorised share capital of the Company will remain at HK$250,000,000 divided into 800,000,000 Consolidated Shares of HK$0.3125 each, of which 670,002,436 Consolidated Shares (which are fully paid or credited as fully paid) will be in issue. Upon the Share Consolidation becoming effective, the Consolidated Shares will rank pari passu in all respects with each other, and the Share Consolidation will not result in any change in the relative rights of the Shareholders.

7

LETTER FROM THE BOARD

Fractional entitlement

Fractional Consolidated Share, if any, arising from the Share Consolidation, will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Share will be aggregated and, if possible, sold for the benefits of the Company. Fractional Consolidated Share will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of share certificates held by such holder.

Odd lot arrangement

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares, the Company has appointed Emperor Securities Limited to provide matching service, on a best efforts basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares, from 12 April 2017 to 8 May 2017 (both days inclusive). Holders of odd lots of the Consolidated Shares may contact Mr. Leung Shiu Keung (梁肇強) of Emperor Securities Limited at 23rd to 24th Floor, Emperor Group Centre, 288 Hennessy Road, Wanchai, Hong Kong or by telephone at (852) 2919 2919 during office hours in the aforesaid period. Shareholders should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

Conditions of the Share Consolidation

The Share Consolidation is conditional on:

• (i) the passing of an ordinary resolution by the Shareholders at the SGM approving the Share Consolidation;

• (ii) the compliance with all relevant procedures and requirements under Bermuda law to effect the Share Consolidation; and

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

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

Application for listing of the Consolidated Shares

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

8

LETTER FROM THE BOARD

No part of the share capital or any other securities of the Company is listed or dealt in on any stock exchange other than the Stock Exchange and no application is being made or is currently proposed or sought for the Shares or the Consolidated Shares or any other securities of the Company to be listed or dealt in on any other stock exchange.

Certificates for Consolidated Shares

Subject to the Share Consolidation becoming effective, Shareholders may, from Tuesday, 28 March 2017 to Wednesday, 10 May 2017 (both days inclusive), submit their existing certificates of the Shares to the Company’s Hong Kong branch share registrar and transfer office, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, to exchange, at the expense of the Company, for new certificates in colour of light green for the Consolidated Shares (on the basis of twentyfive Shares for one Consolidated Share). Thereafter, existing certificates of the Shares will be accepted for exchange only on payment of a fee of the higher of HK$2.50 or such other amount as may from time to time be specified by the Stock Exchange for each certificate issued or cancelled.

With effect from Tuesday, 9 May 2017, trading will only be in Consolidated Shares in the form of new share certificates. Existing share certificates of the Shares will cease to be valid for trading and settlement purpose, but will remain valid and effective as documents of title.

2. PROPOSED CHANGE IN BOARD LOT SIZE

In conjunction with the Share Consolidation, the Company also proposes to change the board lot size of the Shares for trading from 10,000 Shares to 5,000 Consolidated Shares subject to the Share Consolidation becoming effective. Based on the closing price of HK$0.064 per Share as at the Latest Practicable Date, the current board lot value amounts to HK$640, and the theoretical new board lot value of 5,000 Consolidated Shares, assuming the Share Consolidation had already been effective, would be HK$8,000.

3. REASONS FOR THE SHARE CONSOLIDATION AND THE CHANGE IN BOARD LOT SIZE

The Company noted that under Rule 13.64 of the Listing Rules, where the market price of the securities of a listed issuer approaches the extremities of HK$0.01 or HK$9,995.00, the Stock Exchange reserves the right to require the listed issuer either to change the trading method or consolidate the shares. On the other hand, the board lot value should be maintained at a minimum level of HK$2,000 or above as required under the Listing Rules. In view of the low trading price of the Shares which approaches the abovementioned extremity of HK$0.01 and the board lot value of HK$280 as at the last trading day prior to the trading halt of the Shares on 3 February 2017, the Board proposed to implement the Share Consolidation in order to comply with the aforesaid trading requirements of the Listing Rules. In conjunction with the

9

LETTER FROM THE BOARD

Share Consolidation, a change in board lot size from the existing 10,000 Shares per board lot to 5,000 Consolidated Shares per board lot was proposed to reduce the amount to invest or trade in a board lot of the shares of the Company.

It is expected that the Share Consolidation and the change of board lot size would bring about a corresponding upward adjustment in the trading price per Share and increase the board lot value of the Consolidated Shares to above the HK$2,000 minimum level as required under the Listing Rules. Further, the Directors believe that the upward adjustment to the share price as a result of the Share Consolidation would enhance the corporate image of the Company and avoid the Company being classified as a speculative “penny stock” company, thereby making the Consolidated Shares more attractive to a broader range of investors to support the long term financing activities and business development of the Group.

In determining the proposal for the Share Consolidation and the change in board lot size, the Company has taken into consideration all relevant factors to ensure that the proposal serves the aforesaid intended purpose, in particular:

• (i) the consolidation ratio and the new board lot size was determined taking into account the historical trend of the market price of the Shares over a period of time, with caution to minimise the negative impact which may arise from the creation of odd lots and fractional shares upon completion of the Share Consolidation and change in board lot size. The closing Share price as at the last trading day prior to the trading halt of the Shares on 3 February 2017 was HK$0.028 per Share. The consolidation ratio was determined to allow sufficient margin above extremity for the theoretical share price of HK$0.70 per Consolidated Share;

• (ii) at present, the Shares are traded in board lots of 10,000 Shares and the market value of each board lot is HK$280 (based on the closing price of HK$0.028 per Share as quoted on the Stock Exchange on the last trading day prior to the trading halt of the Shares on 3 February 2017). Based on the theoretical closing price of HK$0.70 per Consolidated Share, the value of each board lot of 10,000 Consolidated Shares would be HK$7,000 assuming the Share Consolidation becoming effective; and the estimated market value per board lot of 5,000 Consolidated Shares would be HK$3,500 assuming that the change in board lot size had also been effective. The Board considers that the change in board lot size will reduce; (i) the trading value for each board lot at a reasonable level (i.e. HK$3,500) to attract investors; (ii) the cost of the Shareholders who intend to make up a full board lot if the Shareholders hold an odd lot after the Share Consolidation becomes effective; and (iii) the odd lot to be created after the Share Consolidation.

The Company has appointed Emperor Securities Limited to stand in the market to provide matching services regarding the sale and purchase of the odd lots of the Consolidated Shares at the relevant market price per Consolidated Share, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares, so as to minimise the negative impact arising from the Share Consolidation; and

10

LETTER FROM THE BOARD

• (iii) the consolidation ratio and new board lot size was determined bearing in mind the frequency of the share capital reorganisation, namely share consolidation and subdivision, should be kept to a reasonable level to minimise the costs arising from odd lots as a result of unnecessary repeated actions. In this respect, the Company has not conducted any share consolidation or subdivision in the past four years.

The Directors have also taken note that the effect of the Share Consolidation might be offset by subsequent corporate actions that might be proposed by the Company including but not limited to share subdivision, bonus issue of shares or new issue of shares with substantial discount to market price. In this respect and subject to the information herein mentioned, as at the Latest Practicable Date, the Directors are not in contemplation of any corporate actions in the near future that would have a substantial dilutive effect on the fundamental value of the Shares, that might result in an offset of the effect of the Share Consolidation in terms of market price and net asset value per Share, as well as the number of shares to be in issue. Notwithstanding this, the Directors further note that certain of the Company’s bonds and bank and other borrowings will fall due within 2017 and that the Group requires capital for business expansion. While the Company would like to take advantage of market opportunities to raise capital to fulfil its funding needs as mentioned above, in arriving at the decision for the Share Consolidation and the change in board lot size, the financial position of the Company has been taken into account and the Directors will ensure that the future fund raising activities, if any, will be conducted with terms that are justifiable taking into account the then circumstances, in the best interest of the Company and the Shareholders as a whole, and in compliance with the applicable Listing Rules.

Based on the above, the Board considers that the Share Consolidation and the change in board lot size are beneficial to and in the interests of the Company and the Shareholders as a whole.

4. ADJUSTMENTS TO THE SHARE OPTIONS AND CONVERTIBLE BONDS

As at the Latest Practicable Date, there are three lots of outstanding Share Options, entitling the holders thereof to subscribe for 191,338,317 Shares, 29,401,869 Shares and 9,046,729 Shares respectively at the exercise prices of HK$0.2564, HK$0.3095 and HK$0.3007 per Share respectively.

As at the Latest Practicable Date, there are outstanding convertible bonds in issue with principal amount of HK$77,523,000, entitling the holder thereof to convert into an aggregate of 287,122,222 Shares at the prevailing conversion price of HK$0.27 per Share.

The Company will engage its auditor to provide a certificate as to the adjustments (if any) required to be made to the exercise prices of the outstanding Share Options and/or the number of Shares to be issued upon exercise of the Share Options and the conversion price of the outstanding convertible bonds as a result of the Share Consolidation. The Company will make a further announcement about the adjustments after receiving the certificate.

11

LETTER FROM THE BOARD

Save as aforesaid, the Company has no other outstanding options, warrants or securities convertible into or give rights to subscribe for, convert or exchange into any Shares as at the Latest Practicable Date.

5. INCREASE IN AUTHORISED SHARE CAPITAL

The current authorised share capital of the Company is HK$250,000,000 divided into 20,000,000,000 Shares. As at the Latest Practicable Date, 16,750,060,914 Shares were in issue and there were outstanding Share Options entitling the holders thereof to subscribe for 229,786,915 Shares and outstanding convertible bonds in issue entitling the holder thereof to convert into an aggregate of 287,122,222 Shares. As disclosed in the announcement of the Company dated 7 February 2017, the Company proposed to acquire a company involving the issue of convertible bonds. In order to accommodate the possible issue of Shares resulting from conversion of the convertible bonds, the Board proposed to increase the authorised share capital of the Company to HK$625,000,000 divided into 50,000,000,000 Shares (equivalent to 2,000,000,000 Consolidated Shares if the Share Consolidation has become effective) by the creation of an additional 30,000,000,000 Shares (equivalent to 1,200,000,000 Consolidated Shares if the Share Consolidation has become effective).

Immediately upon the Increase in Authorised Share Capital becoming effective and assuming no Shares are issued or repurchased from the Latest Practicable Date up to the SGM, the authorised share capital of the Company will be HK$625,000,000 divided into 50,000,000,000 Shares (equivalent to 2,000,000,000 Consolidated Shares if the Share Consolidation has become effective), with 16,750,060,914 Shares (equivalent to 670,002,436 Consolidated Shares if the Share Consolidation has become effective) in issue and 33,249,939,086 Shares (equivalent to 1,329,997,564 Consolidated Shares if the Share Consolidation has become effective) remaining unissued.

The proposed Increase in Authorised Share Capital is subject to the approval of the Shareholders by way of an ordinary resolution at the SGM.

B. REFRESHMENT OF GENERAL MANDATE AND REFRESHMENT OF SCHEME MANDATE LIMIT

1. REFRESHMENT OF GENERAL MANDATE

At the 2016 AGM, the Shareholders approved, among other things, an ordinary resolution for granting to the Directors the Existing General Mandate to allot and issue not more than 558,335,363 Shares, representing 20% of the total number of issued Shares of the Company of 2,791,676,819 Shares as at the date of passing of the relevant resolution.

As at the Latest Practicable Date, there are outstanding convertible bonds in issue with principal amount of HK$77,523,000, entitling the holder thereof to convert into an aggregate of 287,122,222 Shares at the prevailing conversion price of HK$0.27 per Share.

12

LETTER FROM THE BOARD

As at the Latest Practicable Date, no Share was issued under the Existing General Mandate and the Company had not made any refreshment of the Existing General Mandate since the 2016 AGM. Save for the aforementioned convertible bonds and the Share Options and the proposed issue of convertible bonds in relation to the proposed acquisition as announced on 7 February 2017, there were no other outstanding options, warrants, convertible securities or other rights to subscribe for the Shares.

Reasons for the Refreshment of General Mandate

On 7 September 2016, the Board announced the rights issue of the Company at the subscription price of HK$0.04 per rights share on the basis of five rights shares for every one Share held on the record date (the ‘ ‘Rights Issue’ ’). As a result of the Rights Issue, the Company allotted and issued an aggregate of 13,958,384,095 Shares on 21 November 2016. Accordingly, the total number of issued Shares of the Company has been enlarged to 16,750,060,914 Shares.

As a result of the increase in the total number of issued Shares of the Company as described above, the Existing General Mandate (which has not been utilised up to the Latest Practicable Date) only represents approximately 3.33% of the existing total number of issued Shares of the Company subsequent to the Rights Issue. The Company wishes to top-up the unused portion of the Existing General Mandate to allot and issue 2,791,676,819 new Shares in addition to the 558,335,363 Shares under the Existing General Mandate. The additional 2,791,676,819 Shares represent 20% of the 13,958,384,095 Shares which were allotted and issued as a result of the Rights Issue. The percentage of the number of Shares to be allotted and issued under the Refreshed General Mandate to the total number of issued Shares as enlarged by the Rights Issue will be 20%, which is the same as the unused portion of the Existing General Mandate to the total number of issued Shares before the Rights Issue.

The Directors consider that the Refreshment of General Mandate will give the Board the required flexibility for any future allotment and issue of Shares on behalf of the Company as and when considered necessary. When there shall be any further funding needs or if attractive offer for investment in the Shares is received from potential investors before the next annual general meeting, the Board will be able to respond to the market and such investment offer promptly by considering the issue of Shares at the maximum of 20% of the total number of issued Shares of the Company as at the date of the SGM. The Board believes that fund raising exercise pursuant to a general mandate is simpler and faster than other types of fund raising exercises and removes uncertainties in circumstances when specific mandate may not be obtained in a timely manner. Accordingly, the Directors consider that the Refreshment of General Mandate is fair and reasonable and is in the best interests of the Company and the Shareholders as a whole.

As at the Latest Practicable Date, the Company has not identified any concrete fund raising plan and has not contemplated any fund raising exercise. However, the Directors noted that certain of the Company’s bonds and bank and other borrowings will fall due within 2017 and that the Group requires capital for business expansion. While the Company would like to take advantage of market opportunities to raise capital to fulfil its funding needs as mentioned above, the Directors will ensure that the future fund raising activities, if any, will be conducted with terms that are justifiable taking into account the then circumstances, in the best interest of the Company and the Shareholders as a whole, and in compliance with the applicable Listing Rules. By refreshing the Existing General Mandate, the Group will have greater financial flexibility and be able to capture any fund raising opportunities to maximise the fund raising amounts. The Company will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.

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LETTER FROM THE BOARD

As at the Latest Practicable Date, the Company had an aggregate of 16,750,060,914 Shares in issue. Assuming that no Shares will be issued or repurchased by the Company on or before date of the SGM and subject to the passing of the ordinary resolution for the approval of the grant of the Refreshed General Mandate, the Company would be allowed under the Refreshed General Mandate to allot and issue up to 3,350,012,182 Shares, representing 20% of the total number of issued Shares of the Company as at the date of approving the Refreshed General Mandate.

Period during which the Refreshed General Mandate will remain effective

The Refreshed General Mandate will, if granted, remain effective until the earliest of (i) the conclusion of the next annual general meeting of the Company; (ii) the date by which the next annual general meeting of the Company is required to be held by law or by the articles of association of the Company; or (iii) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting of the Company prior to the next annual general meeting of the Company.

2. REFRESHMENT OF SCHEME MANDATE LIMIT

The Share Option Scheme was adopted by the Company on 21 September 2012. Apart from the Share Option Scheme, the Company has no other share option scheme currently in force. At the 2016 AGM, the Existing Scheme Mandate Limit was refreshed, which allows the Company to grant up to 279,167,681 Share Options upon the exercise of which, a maximum of 279,167,681 Shares will be allotted and issued, representing 10% of the Shares in issue as at the date of the 2016 AGM.

Reasons for the Refreshment of Scheme Mandate Limit

As a result of the Rights Issue, adjustments are made to the exercise prices and the number of Shares falling to be allotted and issued in respect of the outstanding Share Options in accordance with the terms and conditions of the Share Options Scheme, Rule 17.03 (13) of the Listing Rules and the supplementary guidance dated 5 September 2005 issued by the Stock Exchange. Immediately after the adjustments as a result of completion of the Rights Issue, the number of Shares to be issued upon full exercise of the Share Options increased from 110,600,000 Shares to 250,142,056 Shares.

During the period from the completion of the Rights Issue to the Latest Practicable Date, 20,355,141 Share Options have lapsed. Save for the above, no Share Options were (i) granted to the eligible participants under the Share Option Scheme; (ii) exercised by the holders thereof under the Share Option Scheme; (iii) cancelled by the Company; and (iv) lapsed during the period from the completion of the Rights Issue to the Latest Practicable Date.

As at the Latest Practicable Date, the aggregate of 229,786,915 outstanding Share Options entitle the holders thereof to subscribe for 229,786,915 new Shares, representing approximately 1.37% of the total number of issued Shares of the Company as at the Latest Practicable Date.

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LETTER FROM THE BOARD

If the Scheme Mandate Limit is not refreshed at the SGM, only 139,625,625 new Share Options can be granted, upon the exercise of which, 139,625,625 new Shares, representing approximately 0.83% of the Shares in issue as at the Latest Practicable Date, may be allotted and issued. The Directors consider that it is in the interest of the Company to refresh the Existing Scheme Mandate Limit in accordance with the Share Option Scheme so that the Company has greater flexibility to provide incentives and rewards to the eligible participants for their contribution or potential contribution to the Group.

As at the Latest Practicable Date, there were 16,750,060,914 Shares in issue. The Company has complied with Rule 17.03(4) of the Listing Rules for the aforesaid Share Options granted. Assuming no Shares will be issued or repurchased by the Company on or before the date of the SGM and subject to the passing of the ordinary resolution for the approval of the grant of the Refreshment of Scheme Mandate Limit by the Shareholders at the SGM, the Refreshed Scheme Mandate Limit will allow the Company to grant Share Options under the Share Option Scheme entitling the holders thereof to subscribe for new Shares not exceeding 10% of the total number of issued Shares of the Company as at the date of approving the Refreshment of Scheme Mandate Limit which are 1,675,006,091 Shares.

As at the Latest Practicable Date, there were 229,786,915 outstanding Share Options granted pursuant to the Share Option Scheme, upon the exercise of which, 229,786,915 Shares will be allotted and issued, representing approximately 1.37% of the Shares in issue as at the Latest Practicable Date. Assuming that the Refreshment of Scheme Mandate Limit will be approved, the number of Shares that may be issued under the Share Option Scheme will be 1,904,793,006 Shares, representing approximately 11.37% of the Shares in issue as at the Latest Practicable Date, and is within the 30% limit in issue from time to time as required under the Share Option Scheme.

The Refreshment of Scheme Mandate Limit is conditional upon:

• (i) the passing of an ordinary resolution to approve the Refreshment of Scheme Mandate Limit at the SGM; and

• (ii) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Shares (representing a maximum of 10% of the Shares in issue as at the date of passing the resolution of the Refreshment of Scheme Mandate Limit at the SGM) which may fall to be issued upon the exercise of the Share Options to be granted under the Share Option Scheme.

Application will be made to the Stock Exchange for the listing of, and permission to deal in, the Shares representing 10% of the Shares in issue at as the date of the SGM, which may fall to be issued upon the exercise of the Share Options that may be granted under the Refreshed Scheme Mandate Limit.

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LETTER FROM THE BOARD

C. EQUITY FUND RAISING ACTIVITY IN THE PAST TWELVE MONTHS

The table below sets out the equity fund raising exercise conducted by the Company in the past 12 months immediately before the Latest Practicable Date:

Date of

Date of
announcement of				Proposed
the fund raising	Date of	Fund raising	Net proceeds	use of the	Actual use of the
activity	completion	activity	raised	proceeds	proceeds
7 September 2016	21 November	Rights issue of	Approximately	Repayment of	Used as intended
	2016	Shares	HK$550 million	debts	(Note)

Note: The net proceeds from the rights issue are used in the repayment of (i) as to approximately HK$68 million, for the principal and interest of the 12% coupon bonds due on 30 November 2016; (ii) as to approximately HK$232 million, for the revolving shareholder’s loan from Mr. Li Weibin to the Company; and (iii) as to approximately HK$135 million, for the debts incurred for re-financing the principal and interest of the 8% coupon bonds due in October 2016; and (iv) as to approximately HK$115 million, for the principal and interest of the 12% coupon bonds due in 2020.

Save as disclosed above, the Company has not conducted any other equity fund raising activities in the past 12 months immediately prior to the Latest Practicable Date.

D. LISTING RULES IMPLICATIONS

The SGM will be convened by the Company at which resolutions will be proposed to seek approval from the Shareholders for (i) the Share Consolidation; (ii) the Increase in Authorised Share Capital; (iii) the Refreshment of General Mandate; and (iv) the Refreshment of Scheme Mandate Limit by way of poll. No Shareholder is required to abstain from voting on the resolutions approving the Share Consolidation, the Increase in Authorised Share Capital and the Refreshment of Scheme Mandate Limit.

Pursuant to Rule 13.36(4)(e) of the Listing Rules, when the Company issued securities under a rights issue, it will not be necessary for the Company to establish an independent board committee and appoint an independent financial adviser to advise on the Refreshment of General Mandate if the amount in percentage terms of the unused part of the general mandate upon refreshment is the same as the unused part of the general mandate immediately before the rights issue. No Shareholder would be required to abstain from voting in favour of the resolution approving the Refreshment of General Mandate.

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LETTER FROM THE BOARD

SGM

The notice convening the SGM to be held at 2:30 p.m. on Monday, 27 March 2017 at Suites 5-6, 40/F., One Exchange Square, 8 Connaught Place, Central, Hong Kong is set out on pages SGM-1 to SGM-5 of this circular. A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar and transfer office, 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 or any adjournment thereof (as the case may be). 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 (as the case may be) should you so wish, and in such event, the instrument appointing the proxy shall be deemed to be revoked.

RECOMMENDATION

The Directors consider that the Share Consolidation, the Increase in Authorised Share Capital, the Refreshment of General Mandate and the Refreshment of the Scheme Mandate Limit are beneficial to and in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the ordinary resolutions to be proposed at the SGM to approve the Share Consolidation, Increase in Authorised Share Capital, the Refreshment of General Mandate and the Refreshment of the Scheme Mandate Limit.

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

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NOTICE OF SGM

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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 SGM

NOTICE IS HEREBY GIVEN that a special general meeting (the “ SGM ”) of Chinlink International Holdings Limited (the “ Company ”) will be held at 2:30 p.m. on Monday, 27 March 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:

subject to and conditional upon the granting by the Listing Committee of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) of the listing of, and permission to deal in, the issued shares of par value of HK$0.0125 each (the “ Share(s) ”) in the share capital of the Company consolidated in the manner as set out in paragraph (a) of this resolution below (the “ Share Consolidation ”):

• (a) with effect from the day immediately following the date on which this resolution is passed, being a day on which the Shares are traded on the Stock Exchange, every twenty five (25) Shares in the issued and unissued share capital of the Company be consolidated into one (1) share of par value of HK$0.3125 (each a “ Consolidated Share ”), such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares of the Company contained in the bye-laws (the “ Bye-laws ”) of the Company; and

• (b) any one director (the “ Director ”) of the Company 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

• For identification purposes only

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NOTICE OF SGM

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 Share Consolidation.”

2. “ THAT:

• (a) the increase of the authorised share capital of the Company from HK$250,000,000 divided into 20,000,000,000 Shares to HK$625,000,000 divided into 50,000,000,000 Shares (or 2,000,000,000 Consolidated Shares if the Share Consolidation has become effective after passing of the resolution no. 1 above) by the creation of an additional 30,000,000,000 Shares (or 1,200,000,000 Consolidated Shares if the Share Consolidation has become effective after passing of the resolution no. 1 above) (the “ Increase in Authorised Share Capital ”) be and is hereby approved; and

• (b) 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 Increase in Authorised Share Capital.”

“ THAT:

to the extent not already exercised, the general mandate to allot and issue Shares given to the Directors of the Company at the annual general meeting of the Company held on 30 September 2016 (the “ AGM ”) be and is hereby replaced THAT :

• (a) subject to paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on the Stock Exchange, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with unissued Shares (or Consolidated Shares if the Share Consolidation has become effective after passing of the resolution no. 1 above) of the Company and to make or grant offers, agreements and options, including warrants to subscribe for Shares (or Consolidated Shares if the Share Consolidation has become effective after passing of the resolution no. 1 above), which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) above shall authorise the Directors during the Relevant Period (as defined in paragraph (d) below) to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF SGM

• (c) the aggregate number of Shares (or Consolidated Shares if the Share Consolidation has become effective after passing of the resolution no. 1 above) allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise), issued or dealt with by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares (or Consolidated Shares if the Share Consolidation has become effective after passing of the resolution no. 1 above) in lieu of the whole or part of a dividend on Shares (or Consolidated Shares if the Share Consolidation has become effective after passing of the resolution no. 1 above) in accordance with the Bye-laws of the Company in force from time to time; or (iv) any issue of Shares (or Consolidated Shares if the Share Consolidation has become effective after passing of the resolution no. 1 above) upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares (or Consolidated Shares if the Share Consolidation has become effective after passing of the resolution no. 1 above), shall not exceed the aggregate of:

• (i) 20 per cent. of the number of issued Shares (or Consolidated Shares if the Share Consolidation has become effective after passing of the resolution no. 1 above) of the Company on the date of the passing of this resolution; and

• (ii) (if the Directors are so authorised by a separate ordinary resolution of the shareholders (the “ Shareholders ”) of the Company) the number of Shares (or Consolidated Shares if the Share Consolidation has become effective after passing of the resolution no. 1 above) repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the number of issued Shares (or Consolidated Shares if the Share Consolidation has become effective after passing of the resolution no. 1 above) of the Company on the date of the AGM), pursuant to the resolution passed at the AGM,

and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purposes of this resolution:

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

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

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NOTICE OF SGM

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

• (iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in a general meeting;

“ Rights Issue ” means an offer of Shares (or Consolidated Shares if the Share Consolidation has become effective after passing of the resolution no. 1 above), or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to Shareholders on the register on a fixed record date in proportion to their then holdings of Shares (or Consolidated Shares if the Share Consolidation has become effective after passing of the resolution no. 1 above) (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong).”

4. “ THAT:

subject to and conditional upon the granting by the Listing Committee of the Stock Exchange of the listing of and permission to deal in the Shares (or Consolidated Shares if the Share Consolidation has become effective after passing of the resolution no. 1 above) which may be issued pursuant to the exercise of option to be granted under the refreshed scheme mandate limit (the “ Scheme Mandate Limit ”) under the share option scheme adopted by the Company on 21 September 2012, which entitles the Directors to grant options after the listing of Shares (or Consolidated Shares if the Share Consolidation has become effective after passing of the resolution no. 1 above) on the Stock Exchange, in the manner as set out in paragraph (a) of this resolution,

• (a) the refreshment of the Scheme Mandate Limit of up to 10 per cent. of number of the Shares (or Consolidated Shares if the Share Consolidation has become effective after passing of the resolution no. 1 above) in issue as at the date of passing of this resolution be and is hereby approved; and

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NOTICE OF SGM

• (b) the directors of the Company be and are hereby authorised to do all such acts and things and execute all such documents, including under seal where applicable, as they consider necessary or expedient to give effect to the foregoing arrangement.”

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

Hong Kong, 9 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.

Notes:

1. 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.

2. 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 the 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.

3. 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.

4. 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.

5. 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.

6. 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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