Chinlink International : DISCLOSEABLE TRANSACTION

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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)

DISCLOSEABLE TRANSACTION

THE NEW AGREEMENTS

On 10 March 2021, Chinlink Guarantee (an indirect non-wholly-owned subsidiary of the Company) and the Customer entered into the New Guarantee Agreement and New Consultancy Services Agreement, pursuant to which Chinlink Guarantee agreed to guarantee the settlement by the Customer of the obligation under a bank loan agreement entered into by the Customer (as the borrower) and a bank (as the lender) in the PRC with principal amount of RMB4.5 million (equivalent to approximately HK$5.36 million) for a period of twelve months and to provide management consultancy services in respect of logistics system appraisal for a period of twelve months to the Customer. During the twelve months period immediately prior to entering into the New Agreements, the Group had entered into the Previous Transactions with the Customer.

LISTING RULES IMPLICATIONS

The entering into of the New Agreements on their own does not exceed 5% of any of the percentage ratios under Rule 14.07 of the Listing Rules. However, when aggregating the Previous Transactions with the New Agreements, it will result in certain percentage ratios exceeding 5% but below 25%, and hence the entering into of the Previous Transactions together with the New Agreements constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

* For identification purpose only

On 10 March 2021, Chinlink Guarantee (an indirect non-wholly-owned subsidiary of the Company) and the Customer entered into the New Guarantee Agreement and New Consultancy Services Agreement, pursuant to which Chinlink Guarantee agreed to guarantee the settlement by the Customer of the obligation under a bank loan agreement entered into by the Customer (as the borrower) and a bank (as the lender) in the PRC with principal amount of RMB4.5 million (equivalent to approximately HK$5.36 million) for a period of twelve months and to provide management consultancy services in respect of logistics system appraisal for a period of twelve months to the Customer.

During the twelve months period immediately prior to entering into the New Agreements, the Group had entered into the Previous Transactions with the Customer. Details of the Previous

Transactions are set out in the paragraph headed "Previous Transactions" below.

Other details of the New Guarantee Agreement and the New Consultancy Services Agreement are set out below.

The New Guarantee Agreement

Date

10 March 2021

Parties

• (i) Chinlink Guarantee; and

• (ii) the Customer.

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, (i) the Customer and its ultimate beneficial owners, i.e. 楊春民(Yang Chun Min#, who owns 90% equity interests of the Customer) and the individual Guarantor, are third parties independent of the Company and its connected persons; and (ii) the Customer is principally engaged in trading of steel materials in the PRC.

Subject matter

Pursuant to the New Guarantee Agreement, Chinlink Guarantee agreed to guarantee the settlement by the Customer of the obligation under a bank loan agreement entered into by the Customer (as the borrower) and a bank (as the lender) in the PRC with principal amount of RMB4.5 million (equivalent to approximately HK$5.36 million).

Terms of the guarantee

The guarantee services shall commence from 10 March 2021 and end on 9 March 2022. In respect of the above arrangements, Chinlink Guarantee shall charge the Customer a guarantee fee of RMB45,000 (equivalent to approximately HK$53,595) which is payable by twelve equal instalments of approximately RMB3,750 each (equivalent to approximately HK$4,466).

Counter-guarantee

The obligation of the Customer under the New Guarantee Agreement is secured by (i) a personal guarantee granted by the Individual Guarantor; and (ii) a corporate guarantee granted by the Corporate Guarantor, in favour of Chinlink Guarantee.

The New Consultancy Services Agreement

Date

10 March 2021

Parties

• (i) Chinlink Guarantee; and

• (ii) the Customer.

Subject matter

Pursuant to the New Consultancy Services Agreement, Chinlink Guarantee agreed to provide management consultancy services in respect of logistics system appraisal to the Customer.

Terms of the consultancy services

The consultancy services shall commence from 10 March 2021 and end on 9 March 2022. In respect of the above arrangements, Chinlink Guarantee shall charge the Customer a consultancy services fee of RMB270,000 (equivalent to approximately HK$321,570) which is payable by twelve equal instalments of RMB22,500 each (equivalent to approximately HK$26,798).

PREVIOUS TRANSACTIONS

During the twelve months period immediately prior to entering into the New Agreements, the Group had entered into the Previous Transactions with the Customer which consist of:

• (i) the Old Guarantee Agreement, pursuant to which the Group provided guarantee in favour of the Customer on certain bank loan between the Customer and a bank in the PRC;

• (ii) the Old Consultancy Services Agreement, pursuant to which the Group provided management consultancy services to the Customer; and

• (iii) the Entrusted Loan Agreement in relation to an entrusted loan arrangement between the Customer, the Group and the Administrative Agent.

REASONS FOR THE NEW AGREEMENTS

The Company is an investment holding company. The Group is principally engaged in property investment, trading, provision of financial guarantee services, financial advisory services and logistics services in the PRC and Hong Kong.

Chinlink Guarantee is currently an indirect non-wholly-owned subsidiary of the Company principally engaged in the provision of financing guarantee services, provision of consultancy services and provision of entrusted loans in the PRC. the New Agreements are entered into in the ordinary and usual course of business of the Group. The terms of the New Agreements were negotiated among Chinlink Guarantee and the Customer on an arm's length basis with reference to prevailing market rates and terms for similar financial guarantee arrangements and the scope of services providing to the Customer under the impact of Coronavirus Disease 2019 outbreak.

Taking the above into account, the Board is of the view that the terms of the New Agreements are fair and reasonable and on normal commercial terms, and the transactions contemplated thereunder are in the interest of the Group and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

The entering into of the New Agreements on their own does not exceed 5% of any of the percentage ratios under Rule 14.07 of the Listing Rules. However, when aggregating the Previous Transactions with the New Agreements, it will result in certain percentage ratios exceeding 5% but below 25%, and hence the entering into of the Previous Transactions together with the New Agreements constitutes a discloseable transaction of the Company under Chapter 14 of the Listing Rules and is therefore subject to the notification and announcement requirements under Chapter 14 of the Listing Rules.

DEFINITIONS

Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as set forth below:-

"Administrative Agent"

"Board"

"Chinlink Guarantee"

西安聚華網路小額貸款有限公司 (Xi'an Ju Hua Online

Financial Limited#) which is a third party independent of the Company and its connected persons

the board of Directors 陝西普匯中金融資擔保有限公司 (Shaanxi Chinlink Financial Guarantee Limited#), a company established as a wholly foreign-owned company in the PRC and an indirect non-wholly-owned subsidiary of the Company

"Company"

Chinlink International Holdings Limited, a company incorporated in Bermuda whose shares are listed on the main board of the Stock Exchange (Stock Code: 0997)

"connected person(s)"

has the meaning ascribed thereto in the Listing Rules

"Corporate Guarantor"

"Customer"

a company incorporated in the PRC, namely 西安中天科技 有限責任公司 (Xi'an Zhong Tian Technology Company Limited#). Its major ultimate beneficial owner is 侯宇峰 (Hou Yu Feng# ), who owns 94.09% equity interests of the Corporate Guarantor. The Corporate Guarantor and it ultimate shareholders are third parties independent of the Company and its connected persons 廈門傾果傾城商貿有限公司 (Sha Men Qing Guo Qing Cheng Trading Company Limited# )

"Director(s)"

the director(s) of the Company from time to time

"Entrusted Loan"

the loan with principal amount of RMB15.0 million (equivalent to approximately HK$17.87 million) for a period commencing on 29 December 2020 and ending on 29 December 2021 at 7% interest rate per annum lent by Chinlink Guarantee and borrowed by the Customer in accordance with the Entrusted Loan Agreement

"Entrusted Loan Agreement"

the entrusted loan agreement dated 29 December 2020 and entered into among Chinlink Guarantee, the Customer and the Administrative Agent in relation to the provision of an Entrusted Loan

"Group"

the Company and its subsidiaries

"HK$"

"Hong Kong"

"Individual Guarantor"

Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC 鄭夏平 (Zheng Xia Ping#), the legal representative of the Customer who effectively owns 10.0% equity interest of the Customer and is a third party independent of the Company and its connected persons

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock Exchange

"New Agreements"

collectively, the New Guarantee Agreement and the New Consultancy Services Agreement

"New Consultancy Services

Agreement"

the consultancy services agreement dated 10 March 2021 and entered into between Chinlink Guarantee and the Customer in relation to the provision of management consultancy services in respect of logistics system appraisal for a period of twelve months at the consideration of RMB270,000 (equivalent to approximately HK$321,570)

"New Guarantee Agreement"

the Non-leverage Guarantee Agreement dated 10 March 2021 and entered into between Chinlink Guarantee and the Customer in relation to the guarantee of the full settlement of the obligations under a bank loan agreement entered into by the Customer (as the borrower) and a bank (as the lender) in the PRC with principal amount of RMB4.5 million (equivalent to approximately HK$5.36 million) for a term of twelve months for a guarantee fee of RMB45,000 (equivalent to approximately HK$53,595)

"Non-leverage Guarantee

Agreement"

financial guarantee agreement for which Chinlink Guarantee is required to place almost the entire portion of the subject bank loan amount plus certain portion of interest as bank deposit to the lending bank as security of the bank loan to be granted to customers. As Chinlink Guarantee takes up and assumes most of the default risk, it would be easier and take shorter processing time for the customer to get the bank approval and therefore, Chinlink Guarantee will charge the customer a higher consultancy fee rate

"Old Consultancy Services

Agreement"

the consultancy services agreement dated 19 January 2021 and entered into between Chinlink Guarantee and the Customer in relation to the provision of management consultancy services in respect of logistics system appraisal for a period of twelve months at the consideration of RMB240,000 (equivalent to approximately HK$285,840)

"Old Guarantee Agreement"

the Non-leverage Guarantee Agreement dated 19 January 2021 and entered into between Chinlink Guarantee and the Customer in relation to the guarantee of the full settlement of the obligations under a bank loan agreement entered into by the Customer (as the borrower) and a bank (as the lender) in the PRC with principal amount of RMB4.0 million (equivalent to approximately HK$4.76 million) for a term of twelve months for a guarantee fee of RMB40,000 (equivalent to approximately HK$47,640)

"PRC"

the People's Republic of China which, for the purpose of this announcement, excludes Hong Kong, Macau Special Administrative Region and Taiwan

"RMB"

Renminbi, the lawful currency of the PRC

"Stock Exchange"

"%"

The Stock Exchange of Hong Kong Limited per cent.

The English translation of Chinese names marked with "#" in this announcement, where indicated, is included for identification purpose only, and should not be regarded as the official English translation of such Chinese names.

By order of the Board

Chinlink International Holdings Limited

Mr. Li Weibin

Chairman

Hong Kong, 10 March 2021

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

In this announcement, amounts in RMB are translated into HK$ on the basis of RMB1 = HK$1.191. The conversion rate is for illustration purpose only and should not be taken as a representation that RMB could actually be converted into HK$ at such rate or at other rates or at all.