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 AGREEMENTS

On 16 March 2021, Chinlink Guarantee (an indirect non-wholly-owned subsidiary of the Company) and the Customer entered into the Guarantee Agreement and 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 RMB10.0 million (equivalent to approximately HK$11.95 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.

LISTING RULES IMPLICATIONS

The entering into of the Agreements exceeds 5% but below 25% of certain percentage ratios under Rule 14.07 of the Listing Rules, and hence the entering into of the 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 16 March 2021, Chinlink Guarantee (an indirect non-wholly-owned subsidiary of the Company) and the Customer entered into the Guarantee Agreement and 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 RMB10.0 million (equivalent to approximately HK$11.95 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.

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

The Guarantee Agreement

Date

16 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.the Guarantor 1 and 餘曉 輝 (Yu Xiao Hui#, who owns 49% equity interest of the Customer) are third parties independent of the Company and its connected persons; and (ii) the Customer is principally engaged in trading of coal in the PRC.

Subject matter

Pursuant to the 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 RMB10.0 million (equivalent to approximately HK$11.95 million).

Terms of the guarantee

The guarantee services shall commence from 16 March 2021 and end on 16 March 2022. In respect of the above arrangements, Chinlink Guarantee shall charge the Customer a guarantee fee of RMB100,000 (equivalent to approximately HK$119,500) which is payable upon entering into of the agreement.

Counter-guarantee

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

Securities

The obligations of the Customer under the Guarantee Agreement shall be secured by: i) a second charge over a residential property in PRC held by Guarantor 1; ii) a second charge over a residential property in PRC held by Guarantor 2; and iii) certain bank deposit.

The Consultancy Services Agreement

Date

16 March 2021

Parties

• (i) Chinlink Guarantee; and

• (ii) the Customer.

Subject matter

Pursuant to the 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 16 March 2021 and end on 16 March 2022. In respect of the above arrangements, Chinlink Guarantee shall charge the Customer a consultancy services fee of RMB200,000 (equivalent to approximately HK$239,000) which is payable upon entering into of the agreement.

REASONS FOR THE 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 Agreements are entered into in the ordinary and usual course of business of the Group. The terms of the 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 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 Agreements exceeds 5% but below 25% of certain percentage ratios under Rule 14.07 of the Listing Rules, and hence the entering into of the 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:-

"Agreements"

"Board"

"Chinlink Guarantee"

collectively, the Guarantee Agreement and Consultancy

Services Agreement"

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)"

"Corporate Guarantor"

has the meaning ascribed thereto in the Listing Rules an affiliate company of the Customer, namely 陝西鑫鵬嘉 祥科工貿有限公司(Shaanxi Xin Peng Jia Xiang Ke Commercial Company Limited#), incorporated in the PRC, which is a third party independent of the Company and its connected persons, and its major ultimate beneficial owner, i.e. the Guarantor 1, effectively own 95% equity interests of the Corporate Guarantor

"Consultancy Services

Agreement"

the consultancy services agreement dated 16 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 RMB200,000 (equivalent to approximately HK$239,000)

"Guarantee Agreement"

the Leverage Guarantee Agreement dated 16 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 RMB10.0 million (equivalent to approximately HK$11.95 million) for a term of twelve months for a guarantee fee of RMB100,000 (equivalent to approximately HK$119,500)

"Guarantor 1"

王鑫 (Wang Xin#), the legal representative of the Customer who effectively owns 51% equity interest of the Customer and is the spouse of Guarantor 2, who is a third party independent of the Company and its connected persons

"Guarantor 2"

康楠 (Kang Nan#), who is the spouse of Guarantor 1 and a third party independent of the Company and its connected persons

"HK$"

"Hong Kong"

"Individual Guarantors"

Hong Kong dollars, the lawful currency of Hong Kong the Hong Kong Special Administrative Region of the PRC collectively, the Guarantor 1 and Guarantor 2

"Leverage Guarantee

Agreement"

financial guarantee agreement for which Chinlink Guarantee is required to just place a small portion of the subject bank loan amount as bank deposit to the lending bank as security of the bank loan to be granted to customers. As the lending bank takes up most of the default risk, it would be more difficult and take longer processing time for the customer to get the bank approval and therefore, Chinlink Guarantee will charge the customer a lower consultancy fee rate

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock Exchange

"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, 16 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$1.195. The conversion rate is for illustration purpose only and should not be taken as a representation that RMB could actually be converted into HK$ at such rate or at other rates or at all.