Chinlink International : RIGHTS ISSUE ON THE BASIS OF THREE (3) RIGHTS SHARES FOR EVERY ONE (1) ADJUSTED SHARE HELD ON THE RECORD DATE AT HK$0.38 PER RIGHTS SHARE

THIS PROSPECTUS IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this Prospectus or as to the action to be taken, you should consult your stockbroker or other registered dealer 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 the Prospectus Documents to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

Hong Kong Exchanges and Clearing Limited, The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company Limited take no responsibilities for the contents of the Prospectus Documents, make no representations as to their 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 the Prospectus Documents.

A copy of each of the Prospectus Documents, having attached thereto the documents specified in the paragraph headed ''Documents delivered to the Registrar of Companies'' in Appendix III to this Prospectus, has been registered by the Registrar of Companies in Hong Kong as required by Section 342C of the Companies (Winding up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong). The Registrar of Companies in Hong Kong and the Securities and Futures Commission of Hong Kong take no responsibility for the contents of any of the Prospectus Documents.

Dealings in the Shares and the Rights Shares in both nil-paid and fully-paid forms may be settled through CCASS established and operated by HKSCC and you should consult your stockbroker or other registered securities dealer, bank manager, solicitor, professional accountant or other professional adviser for details of the settlement arrangements and how such arrangements may affect your rights and interests. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

CHINLINK INTERNATIONAL HOLDINGS LIMITED 俋ⵜ╈ꄌ㎜꤂䫞罇僘꡿⪞⺚

(Incorporated in Bermuda with limited liability)

(Stock Code: 0997)

RIGHTS ISSUE ON THE BASIS OF THREE (3) RIGHTS SHARES

FOR EVERY ONE (1) ADJUSTED SHARE

HELD ON THE RECORD DATE

AT HK$0.38 PER RIGHTS SHARE

Financial adviser to the Company

Underwriter to the Rights Issue

Capitalised terms used in this cover have the same meanings as those defined in this Prospectus.

It should be noted that the Shares have been dealt on an ex-rights basis from Monday, 22 February 2021. Dealings in the Rights Shares in their nil-paid form will take place from Friday, 5 March 2021 to Friday 12 March 2021, (both dates inclusive). If the conditions of the Rights Issue are not fulfilled or waived (as applicable) or the Underwriting Agreement is terminated by the Underwriter at or before 4:00 p.m. on Tuesday, 23 March 2021 (or such later time as the Company and the Underwriter may agree), the Rights Issue will not proceed. Any persons contemplating dealings in the Shares prior to the date on which the conditions of the Rights Issue are fulfilled or waived (as applicable), and/or dealings in the nil-paid Rights Shares, are accordingly subject to the risk that the Rights Issue may not become unconditional or may not proceed. Any Shareholders or other persons contemplating dealing in the Shares and/or the Rights Shares in their nil-paid form are recommended to consult their own professional advisers.

Shareholders and potential investors of the Company should note that the Rights Issue is conditional upon the Rights Issue having become unconditional and the Underwriter not having terminated or rescinded (as the case may be) the Underwriting Agreement in accordance with the terms thereof (a summary of which is set out in the section headed ''Rescission and Termination of the Underwriting Agreement'' of this Prospectus). Accordingly, the Rights Issue may or may not proceed. The latest date and time for acceptance of and payment for the Rights Shares is 4:00 p.m. on Wednesday, 17 March 2021. The procedures for acceptance and payment and/or transfer of the Rights Shares are set out on pages 15 to 21 of this Prospectus.

3 March 2021 * for identification purposes only

Appendix II

• - Financial and other information of the Group ...............

• - Unaudited pro forma financial information of the Group .....

Appendix III -

General Information ...................................... APPIII - 1

- i -

If prior to the Latest Time for Termination:

• (a) in the sole and absolute opinion of the Underwriter, the success of the Rights Issue would be materially and adversely affected by:

  (i) the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the sole and absolute opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or is materially adverse in the context of the Rights Issue; or

  (ii) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date of the Underwriting Agreement) of a political, military, financial, economic or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the sole and absolute opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or materially and adversely prejudice the success of the Rights Issue or otherwise makes it inexpedient or inadvisable to proceed with the Rights Issue; or

  (iii) any material adverse change in the business or in the financial or trading position of the Group as a whole; or

• (b) any adverse change in market conditions (including without limitation, any change in fiscal or monetary policy, or foreign exchange or currency markets, suspension or material restriction or trading in securities) occurs which in the sole and absolute opinion of the Underwriter is likely to materially or adversely affect the success of the Rights Issue or otherwise makes it inexpedient or inadvisable to proceed with the Rights Issue; or

• (c) there is any change in the circumstances of the Company or any member of the Group which in the sole and absolute opinion of the Underwriter will adversely affect the prospects of the Company, including without limiting the generality of the foregoing the presentation of a petition or the passing of a resolution for the liquidation or winding up or similar event occurring in respect of any of member of the Group or the destruction of any material asset of the Group; or

• (d) any suspension in the trading of securities generally or the Company's securities on the Stock Exchange for a period of more than ten consecutive Business Days, excluding any suspension in connection with the clearance of the Announcements or the Prospectus Documents or other announcements in connection with the Rights Issue; or

• (e) the Prospectus or announcements of the Company published since the date of the Underwriting Agreement when published contain information (either as to business prospects or the condition of the Group or as to its compliance with any laws or the Listing Rules or any applicable regulations) which has not prior to the date of the Underwriting Agreement been publicly announced or published by the Company and which may in the sole and absolute opinion of the Underwriter are material to the Group as a whole and are likely to affect materially and adversely the success of the Rights Issue or might cause a prudent investor not to accept the Rights Shares provisionally allotted to it,

the Underwriter shall at its sole and absolute discretion be entitled by notice in writing to the Company, served prior to the Latest Time for Termination, to terminate the Underwriting Agreement.

WARNING OF THE RISKS OF DEALING IN THE SHARES AND THE NIL-PAID RIGHTS SHARES

The Rights Issue is conditional, inter alia, upon fulfillment of the conditions set out under the sub-section headed ''Conditions of the Rights Issue'' in the section headed ''The Rights Issue'' in this Prospectus. In particular, the Rights Issue is subject to the Underwriter not terminating or rescinding the Underwriting Agreement in accordance with the terms set out therein. Accordingly, the Rights Issue may or may not proceed. Any Shareholders or potential investors contemplating selling or purchasing the Shares and/or the nil-paid Rights Shares up to the date when the conditions of the Rights Issue are fulfilled (and the date of the Underwriter's right of termination or rescission of the Underwriting Agreement ceases) will bear the risk that the Rights Issue could not become unconditional and may not proceed. Shareholders and potential investors are reminded to exercise caution when dealing in the securities of the Company.

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

''acting in concert''

has the same meaning ascribed thereto under the Takeovers Code

''Adjusted Share(s)''

ordinary share(s) of HK$0.01 each in the share capital of the Company after the Capital Reorganisation became effective

''Announcements''

the announcements of the Company dated 14 December 2020 and 8 January 2021 in relation to, among other things, the Capital Reorganisation and the Rights Issue

''associates''

has the meaning ascribed to it in the Listing Rules

''Board'' or ''Directors''

the board of directors of the Company

''Business Day(s)''

a day other than a Saturday, Sunday or public holiday (or a day on which a tropical cyclone No.8 or above or a ''black'' rainstorm warning is hoisted in Hong Kong at any time between 9:00 a.m. and 5:00 p.m. on weekdays) on which banks are open in Hong Kong to the general public for business

''Bye-laws''

the bye-laws of the Company as amended from time to time

''Capital Reduction''

the reduction of the issued share capital of the Company whereby: (i) any fractional Consolidated Share in the issued share capital of the Company arising from the Share Consolidation was cancelled; and (ii) the nominal value of all the then issued Consolidated Shares was reduced from HK$1.5625 each to HK$0.01 each by canceling the paid-up share capital of the Company to the extent of HK$1.5525 on each of the then Consolidated Shares in issue

''Capital Reorganisation''

the capital reorganisation of the issued share capital of the Company involving the Share Consolidation, the Capital Reduction, the Diminution and Increase and transferring all the credits arising from the Capital Reduction to the Contributed Surplus Account which has become effective on 19 February 2021

''CCASS''

the Central Clearing and Settlement System established and operated by HKSCC

''CCASS Investor Participant(s)''

a person admitted to participate in CCASS as an investor participant

''CCASS Participant(s)''

''close associate(s)''

a person admitted by HKSCC as a participant of CCASS has the meaning ascribed to it in the Listing Rules

''Companies Act''

the Companies Act 1981 of Bermuda (as amended)

''Company''

Chinlink International Holdings Limited, a company incorporated in Bermuda with limited liability, the issued Shares of which are listed on the Stock Exchange

''Consolidated Share(s)''

''connected person(s)''

has the meaning ascribed to it under the Listing Rules ordinary share(s) of HK$1.5625 each in the issued share capital of the Company after the Share Consolidation became effective

''Contributed Surplus Account''

''controlling shareholder''

the account designated as the contributed surplus account of the Company within the meaning of the Companies Act has the same meaning ascribed thereto under the Listing Rules

''Diminution and Increase''

the cancellation of all the authorised but unissued share capital of the Company and the increase in the authorised share capital of the Company to HK$625,000,000 divided into 62,500,000,000 Adjusted Shares

''EAF(s)''

the excess application form(s) for use by the Qualifying Shareholders who wish to apply for excess Rights Shares, in such usual form as may be agreed between the Company and the Underwriter

''Excluded Shareholder(s)''

''Emperor Securities'' or ''Underwriter''

Emperor Securities Limited, a licensed corporation to carry out business in type 1 (dealing in securities) and type 4 (advising on securities) regulated activities under the SFO those Overseas Shareholder(s) whom the Directors, after making enquiries, consider it necessary or expedient not to offer the Rights Shares to such Shareholder(s) on account either of legal restrictions under the laws of the relevant place(s) or the requirements of the relevant regulatory body or stock exchange in that place

''Group''

the Company and its subsidiaries

''HK$''

Hong Kong dollars

''HKSCC''

Hong Kong Securities Clearing Company Limited

''Independent Shareholders''

''Hong Kong''

the Hong Kong Special Administrative Region of the PRC any Shareholder(s) other than Mr. Li, Wealth Keeper and their respective associates

''Irrevocable Undertakings''

the irrevocable and unconditional undertakings given by Mr. Li and Wealth Keeper in the Underwriting Agreement in favour of the Company and the Underwriter: (i) to subscribe for 40,008,360 Rights Shares and 494,857,920 Rights Shares to which Mr. Li and Wealth Keeper are respectively entitled under the Rights Issue; (ii) not to exercise any of the Mr. Li Vested Share Options; and (iii) not to subscribe for any excess Right Shares under excess applications

''Last Trading Day''

14 December 2020, being the last trading day of the Shares on the Stock Exchange before the release of the announcement of the Company dated 14 December 2020 in relation to, among other thing, the Right Issue

''Latest Lodging Date''

4:30 p.m. on Tuesday, 23 February 2021, being the latest time for lodging transfer of Shares and/or exercise the Vested Share Options in order to be qualified for the Rights Issue

''Latest Practicable Date''

Wednesday, 24 February 2021, being the latest practicable date prior to the printing of this Prospectus for ascertaining certain information contained herein

''Latest Time for Acceptance''

4:00 p.m. on Wednesday, 17 March 2021 or such other time or date as may be agreed between the Company and the Underwriter, being the latest time for acceptance of, and payment for the Rights Shares and application for excess Rights Shares

''Latest Time for Termination''

4:00 p.m. on Tuesday, 23 March 2021, or such other time or date as may be agreed between the Company and the Underwriter

''Listing Rules''

The Rules Governing the Listing of Securities on the Stock Exchange

''Mr. Li''

Mr. Li Weibin, the chairman and managing director of the Company, who is interested in an aggregate of: (i) 178,288,760 Adjusted Shares (of which 164,952,640 Adjusted Shares are beneficially owned by Wealth Keeper and 13,336,120 Adjusted Shares are beneficially owned by Mr. Li personally) representing approximately 60.99% of the existing issued share capital of the Company in total as at the Latest Practicable Date; and (ii) 155,603 Share Options

''Mr. Li Vested Share Options''

the 155,603 Share Options (as adjusted after the Capital Reorganisation has become effective) granted to Mr. Li by the Company which are exercisable from 24 April 2014 to 23 April 2023

''Overseas Shareholder(s)''

Shareholder(s) whose name(s) appear(s) on the register of members of the Company at 4:00 p.m. on the Record Date and whose registered address(es) as shown on such register at that time is (are) outside Hong Kong

''PAL(s)''

the renounceable provisional allotment letter(s) to be issued to the Qualifying Shareholders in connection with the Rights Issue

''PRC''

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

''Prospectus''

this prospectus being despatched to the Shareholders containing details of the Rights Issue

''Prospectus Documents''

the Prospectus, the PAL and the EAF

''Prospectus Posting Date''

Wednesday, 3 March 2021 or such other date as the Underwriter may agree in writing with the Company, being the date of despatch of: (i) the Prospectus Documents to the Qualifying Shareholders; and (ii) the Prospectus for information only to the Excluded Shareholders, if any

''Qualifying Shareholder(s)''

Shareholder(s), other than the Excluded Shareholders, whose name(s) appear(s) on the register of members of the Company on the Record Date

''Record Date''

Tuesday, 2 March 2021, being the date by reference to which entitlements of the Shareholders to participate in the Rights Issue will be determined (or such other date as the Underwriter may agree in writing with the Company)

''Registrar''

Tricor Standard Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, the Company's branch share registrar and transfer office in Hong Kong

''Remaining Share Options''

''Rights Issue''

a maximum of 1,492,702 Share Options (as adjusted after the Capital Reorganisation has become effective), being the Vested Share Options less Mr. Li Vested Share Options the proposed issue by way of rights of three (3) Rights Shares for every one (1) Adjusted Share in issue and held on the Record Date at the Subscription Price on the terms and subject to the conditions in the Underwriting Agreement and set out in the Prospectus Documents

''Rights Share(s)''

new Adjusted Share(s) to be allotted and issued pursuant to the Rights Issue

''SFO''

The Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

''SGM''

the special general meeting of the Company held on 17 February 2021 approving, among other things, the Capital Reorganisation, the Rights Issue and the transactions contemplated thereunder

''Share(s)''

the ordinary share(s) of HK$0.3125 each in the issued and unissued share capital of the Company before the Capital Reorganisation becoming effective and/or Consolidated Share(s) and/or Adjusted Share(s), as the case may be

''Share Option(s)''

''Share Consolidation''

the consolidation of every five (5) issued and unissued Shares of HK$0.3125 each into one (1) Consolidated Share the share options granted by the Company pursuant to the Share Option Scheme which give holders thereof the rights to subscribe for Shares at the exercise price determined in accordance with the rules of the Share Option Scheme

''Share Option Scheme''

the share option scheme of the Company adopted pursuant to the ordinary resolution passed by the Shareholders on 21 September 2012

''Shareholders''

holder(s) of the Shares

''Stock Exchange''

The Stock Exchange of Hong Kong Limited

''Subscription Price''

HK$0.38 per Rights Share

''subsidiary(ies)''

has the meaning ascribed to it under the Companies Ordinance (Chapter 622 of the Laws of Hong Kong)

''Takeovers Code''

the Hong Kong Code on Takeovers and Mergers

''Underwriting Agreement''

the underwriting agreement dated 14 December 2020 (as supplemental on 8 January 2021) entered into among the Company, Emperor Securities, Mr. Li and Wealth Keeper in relation to the underwriting arrangement in respect of the Rights Issue

''Underwritten Shares''

342,099,534 Rights Shares underwritten by the Underwriter pursuant to the terms of the Underwriting Agreement

''Untaken Share(s)''

any of the Underwritten Shares which have not been taken up by the Qualifying Shareholders or transferees of nil-paid Rights Shares or applicants under excess applications by the Latest Time for Acceptance

''Vested Share Options

a maximum of 1,648,305 Share Options (as adjusted after the Capital Reorganisation has become effective) granted by the Company which are exercisable from the 24 April 2014 to 16 December 2023

''Wealth Keeper''

Wealth Keeper International Limited, a company incorporated in the British Virgin Islands with limited liability, the entire issued shares capital of which is wholly and beneficially owned by Mr. Li

''%''

per cent

All times and dates in this Prospectus refer to Hong Kong local times and dates. The expected timetable for the Rights Issue set out below and all dates and deadlines specified in the Prospectus Documents for events in the timetable for (or otherwise in relation to) the Rights Issue are for indicative purpose only. The expected timetable is subject to change, and any such change will be further announced by the Company as and when appropriate

Event

Date (2021)

First day of dealings in the Adjusted Shares on ex-rights basis relating to the Rights Issue . . . . . . . . . . . . . . . . . . Monday, 22 February

First day of dealings in nil-paid Rights Shares in board lots of 8,000 Rights Shares . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Friday, 5 March

Latest time for splitting the PALs . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Tuesday, 9 March

Last day of dealing in nil-paid Rights Shares inboardlotsof8,000RightsShares ......................... Friday,12March

Latest time for acceptance of and payment

for the Rights Shares and application of excess Rights Shares . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Wednesday, 17 March

Latest time for terminating the Underwriting

Agreement and for the Rights Issue to

become unconditional . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 23 March

Announcement of results of the Rights Issue . . . . . . . . . . . . . . . . . . . Wednesday, 24 March

Despatch of share certificates for fully-paid

Rights Shares and refund cheques in relation to wholly or partially unsuccessful applications forexcessRightsShares ............................... Thursday,25March

Commencement of dealings in fully-paid Rights Shares . . . . . . . 9:00 a.m. on Friday, 26 March

Effect of bad weather and/or extreme conditions on the latest time for acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares

The Latest Time for Acceptance of and payment for the Rights Shares and for application and payment for excess Rights Shares will not take place if:

• 1. typhoon signal No. 8 (or above);

• 2. ''extreme conditions'' caused by super typhoons as announced by the Government of the Hong Kong Special Administrative Region; or

• 3. a ''black'' rainstorm warning

  • (i) is/are in force in Hong Kong at any local time before 12:00 noon and no longer in force after 12:00 noon on the date of the Latest Time for Acceptance. Instead the Latest Time for Acceptance will be extended to 5:00 p.m. on the same Business Day; or

  • (ii) is/are in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the date of the Latest Time for Acceptance. Instead the Latest Time for Acceptance will be rescheduled to 4:00 p.m. on the following Business Day which does not have either of those warnings in force in Hong Kong at any time between 9:00 a.m. and 4:00 p.m.

If the Latest Time for Acceptance does not take place on the currently scheduled date, the dates mentioned in the ''Expected timetable'' above may be affected. An announcement will be made by the Company in such event.

CHINLINK INTERNATIONAL HOLDINGS LIMITED 俋ⵜ╈ꄌ㎜꤂䫞罇僘꡿⪞⺚

(Incorporated in Bermuda with limited liability)

(Stock Code: 0997)

Executive Directors:

Mr. Li Weibin (Chairman and Managing Director)Registered Office: Clarendon House

Mr. Siu Wai Yip

Mr. Lau Chi Kit

2 Church Street Hamilton HM 11

Bermuda

Independent non-executive Directors: Dr. Ho Chung Tai, Raymond

Head Office and Principal Place of

Ms. Lai Ka Fung, May

Business in Hong Kong:

Ms. Chan Sim Ling, Irene

Suites 5-6, 40/F,

One Exchange Square 8 Connaught Place

Central, Hong Kong

3 March 2021

To the Qualifying Shareholders

Dear Sir/Madam,

RIGHTS ISSUE ON THE BASIS OF THREE (3) RIGHTS SHARES

FOR EVERY ONE (1) ADJUSTED SHARE

HELD ON THE RECORD DATE

AT HK$0.38 PER RIGHTS SHARE

INTRODUCTION

Reference is made to the Announcements whereby the Board announced, among other matters, the Company proposed to implement the Rights Issue on the basis of three (3) Rights Shares for every one (1) Adjusted Share held on the Record Date at the Subscription Price of HK$0.38 per Rights Share, to raise gross proceeds of approximately HK$333.2 million (assuming

* for identification purposes only

no further issue of new Shares or repurchase of Shares on or before the Record Date) and up to a maximum of approximately HK$334.9 million (assuming full exercise of the Remaining Share Options on or before the Latest Lodging Date and no other issue or repurchase of Shares on or before the Record Date) by issuing not less than 876,965,814 Rights Shares (assuming no exercise of the Vested Share Options on or before the Latest Lodging Date) and not more than 881,443,944 Rights Shares (assuming full exercise of the Remaining Share Options on or before the Latest Lodging Date).

The Rights Issue (excluding the Rights Shares subject to the Irrevocable Undertakings) is fully underwritten by Emperor Securities. Emperor Securities has conditionally agreed to underwrite not less than 342,099,534 Rights Shares (assuming no exercise of the Vested Share Options on or before the Latest Lodging Date) and not more than 346,577,664 Rights Shares (assuming full exercise of the Remaining Share Options on or before the Latest Lodging Date). As at the Latest Practicable Date, none of the Remaining Share Options was exercised. As such, the total number of Adjusted Shares qualified for the Rights Issue is 292,321,938 Adjusted Shares and the total number of Right Shares to be issued is 876,965,814 Rights Shares. Emperor Securities is required to underwrite a maximum of 342,099,534 Rights Shares subject to the terms and conditions set out in the Underwriting Agreement, in particular the fulfillment of the conditions precedent contained therein.

In compliance with Rule 7.19A of the Listing Rules, the Rights Issue must be made conditional on approval of the Independent Shareholders by way of poll at the SGM. Mr. Li, being a controlling shareholder of the Company, was interested in 891,443,800 Shares (equivalent to approximately 60.99% of the then existing issued share capital of the Company) as at the date of the SGM. Mr. Li and his associates (including Wealth Keeper) were required to abstain and have abstained from voting in favour of the proposed resolution approving the Rights Issue at the SGM. At the SGM, resolutions approving the Capital Reorganisation and the Rights Issue were duly passed by the Shareholders/Independent Shareholders (as the case may be) by way of poll. The Capital Reorganisation became effective on 19 February 2021, details of which were disclosed in the announcement of the Company dated 17 February 2021.

The purpose of this Prospectus is to provide you with, among others things, further details of the Rights Issue, including the procedures for acceptance of the Rights Shares provisionally allotted to you, together with the financial and other information of the Group.

THE RIGHTS ISSUE

Issue statistics

As at the Latest Practicable Date, there are 1,648,305 outstanding Share Options, which are exercisable during the period from 24 April 2014 to 16 December 2023 entitling the holders thereof to subscribe for a total of 1,648,305 new Adjusted Shares.

Save as disclosed above, the Company has no other derivatives, outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into the Shares.

Qualifying Shareholder

To qualify for the Rights Issue, a Shareholder must:

• (i) be registered as a member of the Company on the Record Date; and

• (ii) not be an Excluded Shareholder on the Record Date.

Basis of provisional allotments

The basis of the provisional allotment shall be three (3) Rights Shares (in nil-paid form) for every one (1) Adjusted Share held by the Qualifying Shareholders as at the close of business on the Record Date.

Application for all or any part of a Qualifying Shareholder's provisional allotment shall be made by completing a PAL and lodging the same with remittance for the Rights Shares accepted for with the Registrar by 4:00 p.m. on Wednesday, 17 March 2021.

Rights of Overseas Shareholders

The Prospectus Documents are not intended to be registered or filed under the securities legislation of any jurisdiction other than Hong Kong.

According to the register of members of the Company as at the Latest Practicable Date, there was no Shareholder whose address as shown on the Company's share register is outside of Hong Kong on the Record Date. Accordingly, there is no Excluded Shareholder and all Shareholders are Qualifying Shareholders.

Fractional entitlements

On the basis of provisional allotment of three (3) Rights Shares for every one (1) Adjusted Share held by the Qualifying Shareholders on the Record Date, no fractional entitlements to the Rights Shares will arise under the Rights Issue.

Procedures for acceptance and payment and/or transfer

Qualifying Shareholders should find enclosed with this Prospectus a PAL which entitles the Qualifying Shareholder(s) to whom it is addressed to subscribe for the number of Rights Shares shown therein. If the Qualifying Shareholders wish to accept all the Rights Shares provisionally allotted to them as specified in the PALs, they must lodge the PALs in accordance with the instructions printed thereon, together with a remittance for the full amount payable on acceptance, with the Registrar at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, by no later than 4:00 p.m. on Wednesday, 17 March 2021. All remittances must be made in Hong Kong dollars by cheques which must be drawn on an account with, or by cashier's orders which must be issued by, a licensed bank in Hong Kong and made payable to ''CHINLINK INTERNATIONAL HOLDINGS LIMITED - PAL'' and crossed ''ACCOUNT PAYEE ONLY''.

It should be noted that unless the duly completed PAL, together with the appropriate remittance, has been lodged with the Registrar by no later than 4:00 p.m. on Wednesday, 17 March 2021, whether by the original allottee or any person in whose favour the provisional allotment has been validly transferred, that provisional allotment and all rights and entitlement thereunder will be deemed to have been declined and will be cancelled and such Rights Shares will be available for application under the EAFs by the Qualifying Shareholders. The Company may, at its sole discretion, treat a PAL as valid and binding on the person(s) by whom or on whose behalf it is lodged even if the PAL is not completed in accordance with the relevant instructions.

If the Qualifying Shareholders wish to accept only part of the provisional allotment or transfer part of their rights to subscribe for the Rights Shares provisionally allotted to them under the PAL or transfer part/all of their rights to more than one person, the original PAL must be surrendered for cancellation by no later than 4:30 p.m. on Tuesday, 9 March 2021 to the Registrar, who will cancel the original PAL and issue new PALs in the denominations required. The new PALs will be available for collection from the Registrar at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, after 9:00 a.m. on the second Business Day after the surrender of the original PAL.

The PAL contains further information regarding the procedures to be followed for acceptance and/or transfer of the whole or part of the provisional allotment of the Rights Shares by the Qualifying Shareholders. All cheques or cashier's orders will be presented for payment immediately following receipt and all interest earned on such monies (if any) will be retained for the benefit of the Company. Completion and return of the PAL with a cheque or a cashier's order will constitute a warranty by such person that the cheque or the cashier's order will be honoured on first presentation. Without prejudice to the other rights of the Company in respect thereof, the Company reserves the right to reject any PAL in respect of which the cheque or cashier's order is dishonoured on first presentation, and in that event the provisional allotment and all rights thereunder will be deemed to have been declined and will be cancelled.

No action has been taken to permit the offering of the Rights Shares or the distribution of the Prospectus Documents in any territory other than Hong Kong. Accordingly, no person receiving the Prospectus Documents in any territory outside Hong Kong may treat it as an offer or invitation to apply or subscribe for the Rights Shares, unless in a territory where such an offer or invitation could lawfully be made without compliance with any registration or other legal and regulatory requirements thereof. Completion and return of the PAL by anyone outside Hong Kong will constitute a warranty and representation by such person to the Company that all registration, legal and regulatory requirements of such relevant jurisdictions other than Hong Kong in connection with the PAL and any acceptance of it, have been, or will be, duly complied with. For the avoidance of doubt, neither HKSCC nor HKSCC Nominees Limited will give, or be subject to, any of the above warranty and representation. The Company reserves the right to refuse to accept any application or subscription for Rights Shares where it believes that doing so would violate the applicable securities or other laws or regulations of any jurisdiction. No application for Rights Shares will be accepted from any person who is an Excluded Shareholder.

If the Underwriter exercises the right to terminate or rescind the Underwriting Agreement or if any of the conditions of the Rights Issue as set out in the paragraph headed ''Conditions of the Rights Issue'' below is not fulfilled or waived (as applicable) at or before 4:00 p.m. on Tuesday, 23 March 2021 (or such later time as the Company and the Underwriter may agree in writing), the remittance received in respect of acceptances of the Rights Shares will be returned to the Qualifying Shareholders or such other persons to whom the Rights Shares in the nil-paid form have been validly transferred or, in the case of joint acceptances, to the first-named person without interest, by means of cheques despatched by ordinary post at the risk of such Qualifying Shareholders or such other persons to their registered addresses by the Registrar on or before Thursday, 25 March 2021.

Application and payment for excess Rights Shares

Qualifying Shareholders shall be entitled to apply for (i) the Rights Shares representing the entitlement of the Excluded Shareholders and which cannot be sold at a net premium; and (ii) any Rights Shares provisionally allotted but not accepted by the Qualifying Shareholders. Application may be made by completing the EAF for excess Rights Shares and lodging the same with a separate remittance for the excess Rights Shares being applied for. The Company will allocate the Rights Shares in excess of the entitlement at its discretion on a fair and equitable basis to the Qualifying Shareholders who have applied for excess Rights Shares. Shareholders who have been offered odd lots of the Rights Shares should note that there is no guarantee that such odd lots of the Rights Shares will be topped up to create whole board lots pursuant to applications for the excess Rights Shares. The Directors will allocate the excess Rights Shares at their sole discretion on a fair and equitable basis on the following principles:

• (i) no preference will be given to applications for topping-up odd-lot holdings to whole-lot holdings as the giving of such preference may potentially be abused by certain investors by splitting their Shares and thereby receiving more Rights Shares than they would receive if such preference is not given, which is an unintended and undesirable result; and

• (ii) subject to availability of excess Rights Shares, the excess Rights Shares will be allocated to the Qualifying Shareholders who have applied for excess application on a pro rata basis based on the excess Rights Shares applied for by them. No reference will be made to Rights Shares subscribed through applications by PAL or the existing number of Shares held by the Qualifying Shareholders.

Beneficial owners of Shares whose Shares held by a nominee company (or which are deposited in CCASS) should note that the Board will regard the nominee company (including HKSCC Nominees Limited) as a single Shareholder according to the register of members of the Company. Accordingly, Shareholders should note that the aforesaid arrangement in relation to the allocation of the excess Rights Shares will not be extended to beneficial owners individually.

If a Qualifying Shareholder wishes to apply for any Rights Shares in addition to his/her/its provisional allotment, he/she/it must complete and sign the enclosed EAF in accordance with the instructions printed thereon and lodge the same with a separate remittance for the amount payable on application in respect of the excess Rights Shares being applied for with the Registrar at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong by no later than 4:00 p.m. on Wednesday, 17 March 2021. All remittances must be made in Hong Kong dollars by cheques which must be drawn on a bank account with, or by cashier's orders which must be issued by, a licensed bank in Hong Kong and made payable to ''CHINLINK INTERNATIONAL HOLDINGS LIMITED - EAF'' and crossed ''ACCOUNT PAYEE ONLY''. The Registrar will notify the relevant Qualifying Shareholders of any allotment of excess Rights Shares made to them.

If no excess Rights Shares are allotted to a Qualifying Shareholder who has applied for excess Rights Shares, the remittance tendered on application is expected to be returned by refund cheque to that Qualifying Shareholder in full without interest by ordinary post at his/her/its own risk by the Registrar on or before Thursday, 25 March 2021. If the number of excess Rights Shares allotted to a Qualifying Shareholder is less than that applied for, the surplus remittance without interest is also expected to be returned by refund cheque to that Qualifying Shareholder by ordinary post at his own risk by the Registrar on or before Thursday, 25 March 2021.

All cheques or cashier's orders will be presented for payment immediately following receipt and all interest earned on such monies (if any) will be retained for the benefit of the Company. Completion and return of the EAF together with a cheque or a cashier's order in payment for the excess Rights Shares applied for will constitute a warranty by the applicant that the cheque or the cashier's order will be honoured on first presentation. Without prejudice to the other rights of the Company in respect thereof, the Company reserves the right to reject any EAF in respect of which the cheque or cashier's order is dishonoured on first presentation.

The EAF is for use only by the person(s) to whom it is addressed and is not transferable. All documents, including cheques or cashier's orders for amounts due, will be sent by ordinary post at the risk of the person(s) entitled thereto to their registered addresses by the Registrar. The Company may, at its discretion, treat an EAF as valid and binding on the person(s) by whom or on whose behalf it is lodged even if the EAF is not completed in accordance with the relevant instructions. No action has been taken to permit the offering of the Rights Shares or the distribution of the Prospectus Documents in any territory other than Hong Kong. Accordingly, no person receiving a copy of the EAF in any territory outside Hong Kong may treat it as an offer or invitation to apply for the excess Rights Shares, unless in a territory where such an offer or invitation could lawfully be made without compliance with any registration or other legal and regulatory requirements thereof. Completion and return of the EAF together with a cheque or cashier's order in payment for the excess Rights Shares applied for will constitute a warranty and representation from such Qualifying Shareholder(s) to the Company that all registration, legal and regulatory requirements of all relevant jurisdictions in connection with the EAF and any application thereunder, have been, or will be, duly complied with. For the avoidance of doubt, neither HKSCC nor HKSCC Nominees Limited will give, or be subject to, any of the above warranty and representation. The Company reserves the right to refuse to accept any application for excess Rights Shares where it believes that doing so would violate the applicable securities or other laws or regulations of any jurisdiction.

If the Underwriter exercises the right to terminate or rescind the Underwriting Agreement or if any of the conditions of the Rights Issue as set out in the paragraph headed ''Conditions of the Rights Issue'' under the sub-section headed ''THE UNDERWRITING AGREEMENT'' below is not fulfilled or waived (as applicable) at or before 4:00 p.m. on Tuesday, 23 March 2021(or such other time or date as may be agreed between the Company and the Underwriter in writing), the remittance received in respect of application for excess Rights Shares will be returned to the Qualifying Shareholders or, in the case of joint applicants, to the first-named person without interest, by means of cheques despatched by ordinary post at the risk of such Qualifying Shareholders to their registered addresses by the Registrar on or before Thursday, 25 March 2021.

Action to be taken by beneficial owners whose Shares are held by a registered owner (other than Shares deposited in CCASS)

If you are a beneficial owner whose Shares are registered in the name of a registered owner and you wish to subscribe for the Rights Shares provisionally allotted to you, or sell your nil-paid Rights Shares or ''split'' your nil-paid Rights Shares and accept part of your provisional allotment and sell the remaining part, you should contact the registered owner and provide the registered owner with instructions or make arrangements with the registered owner in relation to the acceptance, transfer and/or ''splitting'' of the rights to subscribe for Rights Shares which have been provisionally allotted in respect of the Shares in which you are beneficially interested.

Such instructions and/or arrangements should be given or made in advance of the relevant dates stated in the section headed ''Expected Timetable'' in this Prospectus and otherwise in accordance with the requirements of the registered owner in order to allow the registered owner sufficient time to ensure that your instructions are given effect. You should consult your professional adviser if in doubt.

Action to be taken by beneficial owners holding interests in Shares through CCASS

If you are a beneficial owner whose Shares are deposited in CCASS and registered in the name of HKSCC Nominees Limited, and you wish to subscribe for the Rights Shares provisionally allotted to you, or sell your nil-paid Rights Shares or ''split'' your nil-paid Rights Shares and accept part of your provisional allotment and sell the remaining part, you should (unless you are a CCASS Investor Participant) contact your intermediary and provide your intermediary with instructions or make arrangements with your intermediary in relation to the acceptance, transfer and/or ''splitting'' of the rights to subscribe for Rights Shares which have been provisionally allotted in respect of the Shares in which you are beneficially interested. You should consult your professional adviser if in doubt.

Such instructions and/or arrangements should be given or made in advance of the relevant dates stated in the section headed ''Expected Timetable'' in this Prospectus and otherwise in accordance with the requirements of your intermediary in order to allow your intermediary sufficient time to ensure that your instructions are given effect.

The procedure for acceptance, transfer and/or ''splitting'' by CCASS Participants of the Rights Shares provisionally allotted to CCASS stock accounts in respect of the Shares registered in the name of HKSCC Nominees Limited shall be in accordance with the ''General Rules of CCASS'', the ''CCASS Operational Procedures'' and any other requirements of CCASS. The procedures for acceptance, transfer and/or ''splitting'' of Rights Shares provisionally allotted to beneficial owners who have been admitted to participate in CCASS as investor participants shall be in accordance with HKSCC's ''Operating Guide for Investor Participants'' and any other requirements of CCASS. Beneficial owners who have been admitted to participate in CCASS as investor participants should contact CCASS and provide CCASS with instructions or make arrangements with CCASS in relation to the manner in which such beneficial owners' interests in Rights Shares should be dealt with.

Subscription Price

The Subscription Price of HK$0.38 per Rights Share is payable in full by a Qualifying Shareholder upon acceptance of the relevant provisional allotment of the Rights Shares under the Rights Issue and, where applicable, application for excess Rights Shares under the Rights Issue or when a transferee of nil-paid Rights Shares applies for the Rights Shares.

The Subscription Price represents:

• (i) a discount of approximately 13.64% to the theoretical closing price of HK$0.44 per Adjusted Share based on the closing price of HK$0.088 per Share as quoted on the Stock Exchange on the Last Trading Day;

• (ii) a discount of approximately 15.74% to the theoretical closing price of HK$0.451 per Adjusted Share based on the average closing price of HK$0.0902 per Share as quoted on the Stock Exchange for the five (5) consecutive trading days up to and including the Last Trading Day;

(iii) a discount of approximately 16.21% to the average theoretical closing price of approximately HK$0.4535 per Adjusted Share based on the average closing price of approximately HK$0.0907 per Share as quoted on the Stock Exchange for the ten (10) consecutive trading days up to and including the Last Trading Day;

• (iv) a discount of approximately 4.58% to the theoretical ex-rights price of approximately HK$0.3983 per Adjusted Share based on the benchmark price of HK$0.0906 per Share;

• (v) a discount of approximately 93.79% to the net asset value of the Company of approximately HK$6.11 per Adjusted Share based on the unaudited net asset value attributable to owners of the Company of approximately HK$1,787.5 million as at 30 September 2020;

• (vi) a theoretical dilution effect (as defined under Rule 7.27B of the Listing Rules) represented by a discount of approximately 12.09% of the theoretical ex-rights price of HK$0.3983 per Adjusted Share based on the benchmarked price of HK$0.0906 per Share; and

• (vii) a discount of approximately 1.30% to the closing price of HK$0.385 per Adjusted Share as quoted on the Stock Exchange on the Latest Practicable Date.

Given the pre-emptive nature of the Rights Issue, even though the Subscription Price would represent a deep discount to the Company's net asset value per Adjusted Share, it may offer a good opportunity for all Shareholders to participate in the Rights Issue given the attractive Subscription Price, which is fair and reasonable to all Shareholders.

In determining the Subscription Price, it was arrived after arm's length negotiations between the Company and the Underwriter which reflects the best commercial terms that the Company could negotiate with the Underwriter by reference to the prevalent market share prices and the financial position of the Company. The terms of the Underwriting Agreement are mutually acceptable to both of the Company and the Underwriter. The determination of the Subscription Price has been driven by the below factors:

(1) the prevailing market conditions of the capital market in Hong Kong and the impact of COVID-19 pandemic;

• (2) the low liquidity of the Shares over the 12-month period up to and including the Last Trading Day;

• (3) the Company has been recording net losses for the financial years ended 31 March 2020 and for the six months ended 30 September 2020;

• (4) it is in line with the general market practice for the listed companies on the Stock Exchange to issue rights shares at a discount to the prevailing market price in order to enhance the attractiveness of the Rights Issue; and

• (5) the financial needs of the Group, including the potential capital requirement for repayment of the Group's outstanding debts and borrowings (please see the section headed ''Reasons for the Rights Issue and use of proceeds'').

The net subscription price per Rights Share will be approximately HK$0.374.

Status of the Rights Shares

The Rights Shares, when allotted, issued and fully paid, will rank pari passu in all respects with the Adjusted Shares then in issue. Holders of fully-paid Rights Shares will be entitled to receive all future dividends and distributions which may be declared, made or paid on or after the date of allotment and issue of the fully-paid Rights Shares.

Share certificates and refund cheques for the Rights Issue

Subject to fulfilment of the conditions of the Rights Issue, share certificates for the fully paid Rights Shares are expected to be sent on or before Thursday, 25 March 2021 to those entitled thereto by ordinary post, at their own risk, to their registered addresses. Each Shareholder will receive one share certificate for all allotted Rights Shares. If the Underwriting Agreement is terminated or not becoming unconditional, refund cheques will be despatched on or before Thursday, 25 March 2021 by ordinary post, at the respective Shareholders' own risk, to their registered addresses. Refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares (if any) are expected to be posted on or before Thursday, 25 March 2021 by ordinary post to the applicants, at their own risk, to their registered addresses.

Application for listing

The Company has applied to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms.

Subject to the granting of the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange, the Rights Shares in both their nil-paid and fully-paid forms will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the respective commencement dates of dealings in the Rights Shares in both their nil-paid and fully-paid forms on the Stock Exchange or such other dates 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 trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. Shareholders should seek advice from their stockbrokers or other professional advisers for details of those settlement arrangements and how such arrangements will affect their rights and interests.

Both nil-paid Rights Shares and fully-paid Rights Shares will be traded in board lots of 8,000 Shares.

Dealings in the Rights Shares in both their nil-paid and fully-paid forms, which are registered in the Registrar will be subject to the payment of stamp duty, Stock Exchange trading fee, transaction levy or any other applicable fees and charges in Hong Kong.

Conditions of the Rights Issue

The Rights Issue is conditional on each of the following conditions being fulfilled:

(i) the passing by the Shareholders (or the Independent Shareholders, as the case may be)

at the SGM of relevant resolutions to approve the Capital Reorganisation, the Rights Issue and the Underwriting Agreement and the transactions respectively contemplated thereunder;

• (ii) the Capital Reorganisation having become effective;

• (iii) the delivery to the Stock Exchange and registration with the Registrar of Companies in Hong Kong respectively one copy of each of the Prospectus Documents duly signed by two Directors (or by their agents duly authorised in writing) as having been approved by resolution of the Directors (and all other documents required to be attached thereto) not later than the Prospectus Posting Date and otherwise in compliance with the Listing Rules and the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong);

(iv) the posting of the Prospectus Documents to Qualifying Shareholders on the Prospectus

Posting Date and the posting of the Prospectus and a letter in the agreed form to the Excluded Shareholders, if any, for information purpose only explaining the circumstances in which they are not permitted to participate in the Rights Issue within two Business Days after the Prospectus Posting Date;

• (v) the Listing Committee of the Stock Exchange granting or agreeing to grant (subject to allotment) and not having withdrawn or revoked listing of and permission to deal in all the Rights Shares (in their nil-paid and fully-paid forms);

• (vi) compliance with and performance of all the undertakings and obligations of the Company under the terms of the Underwriting Agreement;

• (vii) compliance with and performance of all the undertakings and obligations of Mr. Li and Wealth Keeper under the terms of the Underwriting Agreement; and

• (viii) the obligations of the Underwriter becoming unconditional and that the Underwriting Agreement is not terminated in accordance with its terms prior to the Latest Time for Termination.

As at the Latest Practicable Date, conditions (i) to (ii) above have been fulfilled.

THE UNDERWRITING AGREEMENT

On 14 December 2020 (after trading hours of the Stock Exchange), the Company, the Underwriter, Mr. Li and Wealth Keeper entered into the Underwriting Agreement in respect of the underwriting arrangement for the Rights Issue. The principal terms of the Underwriting Agreement are as follows:

Date : 14 December 2020 (as supplemented on 8 January 2021)

Underwriter : Emperor Securities

The Underwriter is a licensed corporation carrying out type 1 (dealing in securities) and type 4 (advising on securities) regulated activities under the SFO and its ordinary course of business includes underwriting of securities

As at the Latest Practicable Date, the Underwriter did not hold any Shares. The Underwriter and its ultimate beneficial owners are, to the best of the Directors' knowledge, information and belief having made all reasonable enquiries, third parties independent of and not connected with the Company and its connected persons

The Underwriter confirmed that it has complied with Rule 7.19(1)(a) of the Listing Rules that it is licensed under the SFO for Type 1 regulated activity and its ordinary course of business includes underwriting of securities, and it is not connected person of the Company

The terms of the Underwriting Agreement (including the commission rate) were determined after arm's length negotiation between the Company and the Underwriter by reference to the financial position of the Group, the size of the Rights Issue, the current and expected market condition and the prevailing market rate. The Directors consider the terms of the Underwriting Agreement including the commission rate are fair and reasonable so far as the Company and the Shareholders are concerned.

Subject to the fulfilment of the conditions (or any waiver, as the case may be, by the Underwriter) contained in the Underwriting Agreement and provided that the Underwriting Agreement is not terminated prior to the Latest Time for Termination in accordance with the terms thereof, the Underwriter has agreed to subscribe or procure the subscription for all Underwritten Shares that are not otherwise taken up.

Irrevocable Undertakings from Mr. Li and Wealth Keeper

As at the Latest Practicable Date, Mr. Li (the controlling shareholder of the Company) and through his wholly owned company, Wealth Keeper, is interested in an aggregate of 178,288,760 Adjusted Shares (representing 60.99% of the issued share capital of the Company as at the Latest Practicable Date). Mr. Li and Wealth Keeper have irrevocably and unconditionally undertaken in the Underwriting Agreement in favour of the Company and the Underwriter to (1) subscribe for or procure the subscription for the 40,008,360 Rights Shares to which Mr. Li is entitled, and 494,857,920 Rights Shares to which Wealth Keeper is entitled pursuant to the Rights Issue respectively; and (2) not to subscribe for any excess Right Shares under excess applications. Mr. Li has further undertaken to the Company and the Underwriter that he will not exercise any of the Mr. Li Vested Share Options on or before the Latest Lodging Date.

Termination of the Underwriting Agreement

If prior to the Latest Time for Termination:

(a) in the sole and absolute opinion of the Underwriter, the success of the Rights Issue would be materially and adversely affected by:

• (i) the introduction of any new law or regulation or any change in existing law or regulation (or the judicial interpretation thereof) or other occurrence of any nature whatsoever which may in the sole and absolute opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or is materially adverse in the context of the Rights Issue; or

• (ii) the occurrence of any local, national or international event or change (whether or not forming part of a series of events or changes occurring or continuing before, and/or after the date of the Underwriting Agreement) of a political, military, financial, economic or other nature (whether or not ejusdem generis with any of the foregoing), or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, or affecting local securities markets which may, in the sole and absolute opinion of the Underwriter materially and adversely affect the business or the financial or trading position or prospects of the Group as a whole or materially and adversely prejudice the success of the Rights Issue or otherwise makes it inexpedient or inadvisable to proceed with the Rights Issue; or

(iii) any material adverse change in the business or in the financial or trading position of the Group as a whole; or

• (b) any adverse change in market conditions (including without limitation, any change in fiscal or monetary policy, or foreign exchange or currency markets, suspension or material restriction or trading in securities) occurs which in the sole and absolute opinion of the Underwriter is likely to materially or adversely affect the success of the Rights Issue or otherwise makes it inexpedient or inadvisable to proceed with the Rights Issue; or

• (c) there is any change in the circumstances of the Company or any member of the Group which in the sole and absolute opinion of the Underwriter will adversely affect the prospects of the Company, including without limiting the generality of the foregoing the presentation of a petition or the passing of a resolution for the liquidation or winding up or similar event occurring in respect of any of member of the Group or the destruction of any material asset of the Group; or

• (d) any suspension in the trading of securities generally or the Company's securities on the Stock Exchange for a period of more than ten consecutive Business Days, excluding any suspension in connection with the clearance of the Announcements or the Prospectus Documents or other announcements in connection with the Rights Issue; or

• (e) the Prospectus or announcements of the Company published since the date of the Underwriting Agreement when published contain information (either as to business prospects or the condition of the Group or as to its compliance with any laws or the Listing Rules or any applicable regulations) which has not prior to the date of the Underwriting Agreement been publicly announced or published by the Company and which may in the sole and absolute opinion of the Underwriter are material to the Group as a whole and are likely to affect materially and adversely the success of the Rights Issue or might cause a prudent investor not to accept the Rights Shares provisionally allotted to it,

the Underwriter shall at its sole and absolute discretion be entitled by notice in writing to the Company, served prior to the Latest Time for Termination, to terminate the Underwriting Agreement.

If the Underwriter terminates the Underwriting Agreement, the Rights Issue will not proceed. Further announcement would be made by the Company if the Underwriting Agreement is terminated by the Underwriter.

SHAREHOLDING STRUCTURE OF THE COMPANY

Set out below is the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) immediately after completion of the Rights Issue:

Immediately after completion of the Rights Issue

• 1. Pursuant to the Underwriting Agreement, the Underwriter undertakes to the Company that in the event of it being called upon to subscribe for or procure subscribers for the Untaken Shares:

  • (i) it shall use all reasonable endeavours to procure that each of the ultimate subscribers or the purchasers of the Untaken Shares procured by it (including any direct and indirect sub-underwriters) shall be third party independent of and not connected or acting in concert with the Directors, chief executive or substantial shareholders of the Company (within the meaning of the Listing Rules) or any of its subsidiaries and their respective associates; and

  • (ii) it will not, and will procure each of the subscribers of the Untaken Shares procured by it (including any direct and indirect sub-underwriters) will not, together with any party acting in concert (within the meaning of the Takeovers Code) with it or its associates, hold 10% or more of the voting rights of the Company immediately upon completion of the Rights Issue.

• 2. The Underwriter further undertakes that it shall procure, and shall cause any direct and indirect sub-underwriters to procure, each of the subscribers to take up such number of Untaken Shares as necessary to ensure that the public float requirements under Rule 8.08 of the Listing Rules are complied with by the

  Company.

• 3. The Underwriter confirmed to the Company that it has entered into 3 sub-underwriting agreements with Get Nice Securities Limited, sub-underwriter A and sub-underwriter B (the ''Sub-underwriters'' ）, who are third parties independent of, not acting in concert with and not connected with any of the Directors, chief executive of the Company or substantial shareholder(s) of the Company or their respective associates, in respect of its underwriting obligation as to 116,000,000, 58,000,000 and 58,000,000 Rights Shares (representing approximately 9.92%, 4.96% and 4.96% of the enlarged issued share capital of the Company upon completion of the Rights) respectively and that each sub-underwriter's underwriting commitment would account for less than 10% of the issued share capital of the Company immediately upon completion of the Rights Issue.

  For illustration purpose only, the net underwriting commitment of the Underwriter, after considering 232,000,000 Rights Shares sub-underwritten by the Sub-underwriters in aggregate, would be 110,099,534 Rights Shares (representing approximately 9.42% of the enlarged issued share capital of the Company upon completion of the Rights Issue).

• 4. Mr. Li is an executive Director.

• 5. Wealth Keeper is 100% beneficially owned by Mr. Li.

• 6. The percentage figures have been subjected to rounding adjustments. Any discrepancies between totals and sums of amounted listed herein are due to rounding adjustments.

REASONS FOR THE RIGHTS ISSUE AND USE OF PROCEEDS

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.

The proposed Rights Issue is considered as one of the measures to align the foreseeable financial shortfall when the outstanding debts and borrowings of the Group mature before the unexpected delay of scalable operating cash generated from existing businesses of the Group taking place. The Rights Issue will allow the Group to raise capital with high certainty, strengthen its capital structure without incurring additional debt financing cost, and improve the financial position in long run.

For illustration purpose, as at 31 January 2021, the total outstanding debts and borrowings of the Group included (1) outstanding debts and borrowings from banks of approximately HK$682.0 million with interest rate of ranging from 2.5% over Hong Kong Interbank Offered Rate (''HIBOR'' ）to 8.5% per annum; and (2) outstanding debts and borrowings other than banks, which consisted of (i) amounts due to related companies; (ii) loans from staff of the Group; (iii) amounts due to directors; (iv) bonds; and (v) other borrowings due to non-banking financial institutions, of approximately HK$1,958.1 million with interest rate ranging from 0% to 20% per annum. Among the total outstanding debts and borrowings of the Group of approximately HK$2,640.1 million, approximately HK$1,282.6 million (including overdue amount of approximately HK$7.0 million) and approximately HK$710.8 million is due within 6 months and due over 6 months but within 12 months from 31 January 2021 respectively.

As at 31 January 2021, the Group has defaulted in repayment of the total outstanding debts and borrowings of the Group amounting to approximately HK$7.0 million. The outstanding debts and borrowings of approximately HK$1,910.7 million, including the overdue debts and borrowings, were under negotiation/preparing to negotiate for extension, refinancing, deferring payment and/or partial repayment with the creditors.

For details of the indebtedness and the consent, please refer to the section headed ''Appendix I Financial and other information of the Group - B. Indebtedness'' below.

In respect of the funding needs of the Group, the Directors did consider alternative financing including debt financing and other equity fund raising exercise.

In particular, as announced by the Company dated 23 July 2020, 4 August 2020, 25 September 2020 and 24 November 2020, the Company has been undergoing the placing of bonds to raise not more than HK$100 million for the purpose to refinancing the existing debts and borrowings. However, the scale of such debt financing can hardly be further substantially enlarged under the unfavorable market sentiment and the uncertainties due to the COVID-19 pandemic.

Out of those equity fund raising methods available to the Company, placing of new Shares under general mandate could possibly raise funds up to the 20% of the existing market capitalisation, yet, net amount raised is still considerably small with uncertain market response; and such amount could be even smaller if the Company offers a great discount to attract subscriber(s). Besides, placing of new Shares, whether under general mandate or specific mandate, would normally be conducted on a best effort basis without any funding commitment on the placing agent and it would inevitably bring along with further dilution impact to the existing Shareholders who are not offered with an opportunity to maintain their proportionate interests in the Company. In this regard, such arrangement would not be in the interest of the Shareholders.

Alternatively, the Rights Issue is pre-emptive in nature and it is fully underwritten. All Qualifying Shareholders are offered with the same opportunity to maintain their proportionate interests in the Company and to participate in the development of the Company. The Rights Issue also allows Qualifying Shareholders (a) who are optimistic about the future growth of the Group to increase their respective shareholding interests in the Company through application of excess Rights Shares or by acquiring additional rights entitlement in the open market (subject to the availability); or (b) reduce their respective interests in the Company by disposing of their rights entitlements in the open market (subject to the market demand). The certainty of completing the Rights Issue and raising the required funding is higher than placing and other fund raising on best effort basis. Besides, for the Rights Issue in proposed ratio, Independent Shareholders can exercise their voting rights to vote for or against the Rights Issue in the SGM.

The Directors believe that a large scale Rights Issue would be the best alternative at the moment to raise the capital for the Company to repay the outstanding debts and borrowings. The executive Directors consider that the Rights Issue, which is on a fully underwritten basis and with irrevocable undertaking from Mr. Li and Wealth Keeper, will allow the Group to strengthen its capital structure without incurring additional debt financing cost, and improve the financial position in long run.

The Directors consider that the Rights Issue is in the interests of the Company and the Shareholders as a whole and that the Underwriting Agreement is entered into upon normal commercial terms following arm's length negotiations between the Company and the Underwriter and the terms of the Underwriting Agreement (including the Subscription Price and the underwriting commission) are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

The Company intends to utilize the entire net proceeds of HK$327.6 million from the Rights Issue for repayment of outstanding debts and borrowings of the Group.

The Company is in the course of active negotiation(s) with the creditor(s) for the extension of the maturity and/or partial repayment of the Group's outstanding debts and borrowings, and will repay the same subject to the result of such negotiation. The payment of debts and borrowings will be responsive after assessing the imminence of the outstanding debts and borrowings taken into account:

• 1. the ability to negotiate for an extension of the maturity date(s) of the outstanding debts and borrowings;

• 2. whether or not the terms for extension of the outstanding debts and borrowings are favorable to the Company; and

• 3. the level of the bearing interest (or as revised) of the outstanding debts and borrowings.

The Directors are of the view that based on the abovementioned criteria, it preserves the greatest flexibility for the Group to optimize the precise application of the proceeds, in the best interest of the Company and the Shareholders.

POSSIBLE ADJUSTMENTS TO THE SHARE OPTIONS

The Rights Issue may lead to adjustments to the exercise price and/or the number of Shares to be issued upon exercise of the Share Options. The Company will notify the holders of such Share Options and the Shareholders by way of announcement (as and when appropriate) regarding adjustments to be made (if any) pursuant to the terms of the Share Option Scheme and such adjustment will be certified by an independent financial adviser or the auditors of the Company.

EQUITY FUND RAISING ACTIVITIES IN THE PAST TWELVE MONTHS

The Company has not conducted any equity fund raising activity in the 12 months immediately preceding the Latest Practicable Date.

WARNING OF THE RISKS OF DEALING IN THE SHARES AND NIL-PAID RIGHTS SHARES

Shareholders and potential investors of the Company should note that the Rights Issue is conditional upon, among others, the Rights Issue having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with the terms thereof (a summary of which is set out in the section headed ''THE UNDERWRITING AGREEMENT'' in this Prospectus). Accordingly, the Rights Issue may or may not proceed.

Any Shareholder or other person dealing in the Shares and/or the nil-paid Rights Shares up to the date on which all the conditions to which the Rights Issue are fulfilled, and the date on which the Underwriter's right of termination of the Underwriting Agreement ceases, will accordingly bear the risk that the Rights Issue may not become unconditional or may not proceed.

Shareholders and potential investors are advised to exercise caution when dealing in the Shares and/or the nil-paid Rights Shares. Any party who is in any doubt about his/her/ its position or any action to be taken is recommended to consult his/her/its own professional adviser(s).

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this Prospectus.

By order of the board

Chinlink International Holdings Limited

Mr. Li Weibin

Chairman

A. FINANCIAL INFORMATION

Financial information with respect to the profits and losses, financial record and position, set out as a comparative table and the balances sheets together with the notes on the accounts of the Group for the years ended 31 March 2018, 31 March 2019 and 31 March 2020 and for the six months ended 30 September 2020 are disclosed in pages 112 to 315 of the annual report 2018, pages 110 to 383 of the annual report 2019, pages 109 to 403 of annual report 2020 and pages 45-116 of the interim report 2020 respectively.

The said annual and interim reports of the Company are available on both the website of the Stock Exchange (www.hkex.com.hk) and the website of the Company (http://www.chinlinkint.com).

B. INDEBTEDNESS

At the close of business on 31 January 2021, being the latest practicable date for the purpose of this statement of indebtedness prior to the printing of this prospectus, the Group had outstanding borrowings comprise the following:

• 1. Amounts due to related companies are non-trade in nature.

• 2. Other borrowings represents amount due to non-banking financial institution.

Bank borrowings, other borrowings and coupon bonds

The Group's secured bank borrowings, bank overdraft, other borrowings and coupon bonds were secured by (i) the Group's property, plant and equipment; (ii) the Group's investment properties and (iii) equity interest of certain Group's wholly owned subsidiaries and guaranteed by Mr. Li, the ultimate controlling shareholder.

The Group has defaulted in repayment of principal of bank borrowings, secured and guaranteed of approximately HK$7.0 million was due on 31 January 2021 which outstanding amount of approximately HK$30.2 million as at 31 January 2021 remain outstanding. The Group has been negotiating with the financial institution for extension of the interests and principal but these negotiations had not been concluded at the date of the Prospectus. The Directors are confident that their negotiations with the financial institution will ultimately reach a successful conclusion and believe that adequate alternative sources of finance are available to repay the interests and ensure that there is no threat to the continuing operations of the Group should the lenders call for immediate repayment of the corresponding borrowings.

Contingent liabilities

As at 31 January 2021, the Group has entered into agreements with banks and other lenders in respect of its financing guarantee services to provide corporate guarantees with respect to bank loans granted to independent third parties and related companies. The maximum liabilities of the Group as at 31 January 2021 under these guarantees is approximately HK$367.4 million and such guarantees were secured by pledged bank deposit of the Group of approximately HK$190.0 million.

Disclaimer

Save as aforesaid above and apart from intra-group liabilities, at the close of business on 31 January 2021, the Directors confirmed that the Group did not have any other debt securities issued and outstanding, and authorised or otherwise created but unissued, term loans, other borrowings and indebtedness, bank overdrafts, liabilities under acceptances (other than normal trade payables) or acceptances credits, finance lease, hire purchase commitments, mortgages, charges, guarantees or other material contingent liabilities.

C. WORKING CAPITAL

As set out in the Company's unaudited interim condensed consolidated financial statements for the six months ended 30 September 2020, out of the approximately HK$974.1 million of borrowings and approximately HK$457.5 million of bonds in current liabilities, approximately HK$129.3 million of borrowings and approximately HK$34.9 million of bonds were defaulted and become immediately repayable on demand. As at 30 September 2020, however, the Group's cash and cash equivalents amounted to approximately HK$30.2 million only. The above condition indicated the existence of material uncertainties which may cash significant doubt on the Group's ability to continue as a going concern.

In preparing the working capital forecast for the Group for the 12 months from Latest Practicable Date, the Group is carrying out the following measures for the purpose of ensuring there are sufficient working capital for at least the next 12 months from Latest Practicable Date:

• (i) the Group has received a written confirmation dated 24 February 2021 from Mr. Li, the ultimate controlling shareholder, that he will provide continuing financial support to the Group to enable the Group to meet its financial obligations as and when they fall due for the foreseeable future, and agreed not to demand repayment of any of the amounts due to him by the Group in the next twelve months from the date of approval for issue this prospectus; and

• (ii) the Company has actively negotiated with banks and financial institutions to secure the renewals of the Group's bonds and borrowings to meet its liabilities when fall due.

Taking into considerations of item (i) to (ii) above, and (iii) the present financial resources; (iv) the estimated net proceeds from the Rights Issue and if applicable; (v) the continuing financial support from Mr. Li, the ultimate controlling shareholder and an executive director of the Company, totaling approximately HK$310 million pursuant to the written confirmation; and (vi) the assumption that the relevant lenders of the existing loans will not exercise their rights to demand immediate payment of the relevant loans prior to their scheduled contractual repayment dates, and, in the absence of unforeseeable circumstances, the Directors are of the opinion that the Group has sufficient working capital for its present requirements for at least the next twelve months from Latest Practicable Date.

D. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, save for (i) the temporary suspension of the Group's international trading business due to the impact of the continuous trade and technology disputes between China and US and the outbreak of the COVID-19 pandemic; and (ii) the interruption of the construction work for a few months of the phase two development of Daminggong Construction Materials and Furniture Shopping Centre (Dongsanhuan Branch) the (''Commercial Complex'') due to COVID-19 pandemic as disclosed in the interim report of the Company for six months ended 30 September 2020 which recorded a loss making position, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 March 2020, being the date to which the latest published audited consolidated financial statements of the Group were made up.

E. FINANCIAL AND TRADING PROSPECTS OF THE GROUP

Prospects

At this time the world is still struggling to contain the surging waves of the COVID-19 pandemic, with most of the developed economies suffering regression and negative gross domestic product (''GDP'') growth for 2020, and likely in the next two to three years beyond, according to the World Bank forecast. However, China is on track for an early recovery, heading to achieve a slight GDP increase in 2020 and a higher growth in 2021 of 6.0% as predicted by the World Bank. It will be the only major economy in the world to achieve positive GDP growth in 2020 and 2021, according to the International Monetary Fund (''IMF''). China's success in controlling the virus is the main reason for the growth rebound. It is attributed to the stringent lockdowns and social distancing measures implemented during the infection period, supported by extensive virus testing and monitoring of individual social activities. China's manufacturing activity base is almost fully recouped from the second quarter of 2020. It even experienced a surge in export for three successive months to August 2020 and a higher trade surplus with the US in August 2020 than the same period last year, notwithstanding still slow demand in those major overseas markets. Irrespective of the current global abnormality, the world is still reliant on China's strong industrial base and comprehensive supply chains to support global consumption demand, particularly in the critical supplies of healthcare products, such as personal protective equipment. Consumer spending in China is also gearing up, as lockdown eases and consumers start to venture out homes, empowering the country to a V-shape recovery post COVID-19 pandemic.

Apart from the COVID-19 damages to the social and economic livelihood, the world is facing uncertain geopolitical environment marked by ongoing tension between China and US, initially on trade but expanded to technology, politics, culture and ideology frontiers. Moreover, the COVID-19 has highlighted the risks and vulnerabilities inherent in globalised deep trade integration, spurring countries to reduce their reliance on other economies. The changing environment indicated it would be unsustainable for China to continue relying on overseas demand to keep its growth engine.

However, given China's economic resilience and vast population, it will continue its growing trend irrespective of the changing environment. In October 2020, China mapped out its 14th Five-Year Plan as a blueprint for its social and economic development for the next five years to 2025. The 14th Five-Year Plan is characterised by the strong emphasis on high-quality, green and sustainable growth, opening-up and self-innovation. A new directive from this latest program is the Dual Circulation strategy. Instead of concentration on export-oriented growth, the External Circulation, China turns to greater focus on domestic demand, the Internal Circulation, and self-innovation to fuel growth, as the international trade environment becoming less predictable, heading to be more protective and de-globalisation. Furthermore, it will push for more technological self-reliance to counter possible future containment led by the US-led Western countries. The priority on Internal Circulation highlights the importance of structural reform that need to be implemented in the coming years, including further deregulation, reducing the market barrier for domestic and foreign investment, more profound reform of state-owned enterprises, encouraging the free flow of talents and labours, continuing urbanisation, as well as further widening the access to the capital market by the foreign investors.

The prospects of the Company will be dependent on its success in capturing the opportunity arisen from China's new development strategy amid the evolving global and domestic micro and macro environment. During the last two years, the Company has solidified itself as a global innovative resource integrator aims to support the fast-growing companies of China with indigenous technology and business models. This is to be achieved through an ecosystem powered by capital, technology, innovation and entrepreneurship. The Group's positioning aligns closely with the Chinese government's strategy under the 14th Five-Year Plan and the Dual Circulation development plan.

By working with various provincial and municipal governments in China, and collaborating with global financial, academic and scientific research institutions and strategic partners, the Company is helping the transformation of the local industry landscape. The Group has made considerable progress over the past year in this respect.

The Hanzhong traditional Chinese medicine project is a good illustration. Under the joint venture with Hanzhong Government, the Company actively participates in the modernisation of Hanzhong's legendary Chinese medicine industry along a vertical and sustainable model. As reported on the above-mentioned Business Review section, Hanzhong Exhibition & Exchange Centre to showcase Hanzhong green agriculture produces and Chinese herbal medicine is opened, an online B2B wholesale trade platform is in operation, the Japanese GAP Research Institute was invited to introduce best agricultural practices to the local Chinese herbal manufactures as a further step towards internationally recognised certification. The Company is also in the process of organising export of Chinese medicine to Hong Kong and other overseas markets.

The Company is also actively advising the Yulin Municipal Government on green and clean energy project investment. Located at the northern border of Shaanxi Province, Yulin is best known as the ''Kuwait of China''. It possesses the largest concentration of energy and critical mineral resources in China, with rich reserves in coal, oil and natural gas, and rock salt. Through the Group's asset management subsidiary registered in Xi'an, a clean energy fund was initiated to invest in hydrogen projects in Yulin. Investors in the fund included the State Power Investment Corporation (''SPIC''), a state-owned enterprise specialised in power and energy project investments, Yulin municipal industry venture fund and large enterprises in the energy field. The Group will be the co-general partner with SPIC. Hydrogen is a clean, emission-free and renewable energy with wide commercial applications. The fund will invest in the development, commercialisation and manufacturing of hydrogen fuel cell for use in commercial and passenger vehicles. This project highlighted Yulin government's commitment to diversifying from fossil fuel to green energy, and the Company's expertise in fund raising, asset management and industry networks. The Group will continue to explore other opportunities in the green and renewable energy field, including hydrogen fuel, by leveraging the Group's cordial relationship with the Yulin Municipal Government.

To carry out the Group's innovation and finance ecosystem business model, the Group has installed a robust financial platform, via MCM Holdings Limited and its subsidiaries (collectively, the ''MCM Group''), to access both domestic and global capital networks. Since MCM Group became a subsidiary of the Company three years ago, it has recorded the best six-month performance during the six months ended 30 September 2020 (the ''Period''). The strategy for MCM Group has continued to be around building further partnerships in China and abroad, and to assist the Company's strategic campaigns with the government partnerships. Under the China's 14th Five-Year Plan to 2025, MCM Group stands to benefit from the increasing financial opening and integration of Chinese capital markets with the west, where the role of Hong Kong as international financial centre will be further cemented. After two challenging years marked by US-China trade tensions, decreasing cross-border capital flows, political instability in Hong Kong and COVID-19, the Group has continued to make the needed adjustments to pivot further towards areas of expansion, as described above. MCM Group will continue to build its activities in Latin America through its local joint venture, MCM Latam Holdings Limited, benefiting from increasing interest in Asian investment, as well as emerging opportunities in the region for Asian capital. MCM Group has also benefited from the Group's strong network in Europe and other parts of Asia as MCM Group pursues various acquisition mandates in multiple sectors, and hope to focus onto the US will rekindle soon.

The Group's innovation partner from Silicon Valley of US has undergone a rebrand from GSVlabs to OneValley in September 2020. Under the new branding, OneValley will carry the mission to build the world's first global entrepreneurship and innovation platform. Being OneValley's strategic investor and partner from China, the Company will continue the effort to bring the Silicon Valley innovation and acceleration experience to China. This is of particular significance as China is leading a development model relying on technology and innovation under the 14th Five-Year Plan. However, the progress of the Group's first artificial intelligence (''AI'') acceleration centre in Xi'an, jointly established under the joint venture between the Company, MCM Group and One-Valley, was delayed because of the waves of COVID-19 outbreak in the US and the lockdown for regular business. It is the Group's mutual intention to resume the programme as the situation allows.

Moreover, the Group has made a breakthrough in the its innovation partnership line up. In early November 2020, the Group became the partner of JD Cloud, a subsidiary of JD Group, a leading technology driven e-commerce company in China, to operate the JD Cloud AI innovation centre in Xi'an, to focus on AI, big data, machine learning and IoT verticals. The Company aims at bidding for more JD Cloud centres on other parts of China and co-operate with JD Group across the technology, innovation, entrepreneurship and venture capital arena in partnership with MCM Group and OneValley.

Despite the impact of COVID-19, the Group's Commercial Complex still recorded a valuation gain in the Period. CIC, the Group's new flagship office building and its adjacent commercial extension, is completed and ready for occupancy. CIC has already recorded income during the Period. Approximately 85.0% of the lettable area has entered into tenancy agreement as of 30 September 2020. CIC will enjoy full occupancy hopefully by 2021/22. Given CIC's excellent location and high-quality finishing, the value of the property may have a substantial increase in the next few years.

Despite the temporary disruption on the construction work of the Phase Two Development during the early COVID-19 pandemic surge, the Group targets to launch pre-sale of the residential units around second quarter of 2021. The Company anticipates the pre-sale will considerably improve the Group's liquidity from next year onwards. The Group will retain the commercial and retail space of the Phase Two Development for leasing as long-term investment. The Group is formatting a plan to integrate the new retail space with the existing Commercial Complex into a new life-style retail experience space, catering for the changes in consumer behaviour after the COVID-19 pandemic. The Company believes this is an important strategy to enhance the return and long-term value of the investment properties.

It is beyond doubt that the world is encountering the most serve economic and social challenges in recent history because of the COVID-19 pandemic. It is further complicated by the geopolitical tensions between China and the US. The Group, as a whole, is not immune.

However, with the gradual recovery of the national economy and China's new development policies emphasising on innovation, technology and entrepreneurship, and further opening of the capital market, it provides an enormous opportunity for the Group to advance its business model and enjoy the fair share of financial benefits in the coming years.

UNAUDITED PRO FORMA STATEMENT OF ADJUSTED CONSOLIDATED NET TANGIBLE ASSETS OF THE GROUP

The following unaudited pro forma statement of adjusted consolidated net tangible assets (the ''Unaudited Pro Forma Financial Information'') of the Group attributable to owners of the Company has been prepared by the Directors in accordance with paragraph 4.29 of the Listing Rules is set out to illustrate the effect of the Rights Issue on the unaudited consolidated net tangible assets of the Group attributable to owners of the Company as if the Rights Issue had been completed on 30 September 2020 and taking into account of certain assumptions.

The Unaudited Pro Forma Financial Information has been prepared for illustrative purpose only and, because of its hypothetical nature, it may not reflect a true picture of the unaudited consolidated net tangible assets of the Group attributable to owners of the Company upon Completion of the Rights Issue as at 30 September 2020 or at any future date.

The Unaudited Pro Forma Financial Information is prepared based on the unaudited consolidated net tangible assets of the Group attributable to owners of the Company as at 30

September 2020, as extracted from the published interim report of the Company for the period ended 30 September 2020, with adjustments described below.

Assuming no outstanding Share Options having been exercised on or before the Record Date

Unaudited consolidated net tangible assets of the Group attributable to owners of theUnaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of theUnaudited consolidated net tangible assets of the Group attributable to owners of theUnaudited consolidated net tangible assets of the Group attributable to owners of the

Company as at 30

Company as at 30

Company as at 30

Company as at 30

Estimated net proceeds from the

September 2020 immediately after completion of the

September 2020 without taking into account of the Share Consolidation and prior to the completion of the Rights Issue per

September 2020 after taking into account of theUnaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the

Company as at 30

Share Consolidation but prior to the completion of the Rights Issue per

September 2020 immediately after completion of the

Share

Consolidation and Rights Issue per

September 2020

Rights Issue

Rights Issue

Share

Share

Share

HK$'000 (Note 1)

HK$'000 (Note 2)

HK$'000

HK$

HK$

HK$

(Note 3)

(Note 4)

(Note 5)Base on 876,965,814 Rights Shares to be issued at subscription price of HK$0.38 per Rights Share

1,770,299

327,593

2,097,892

1.2112

6.0560

1.7942

Notes:

• (1) The unaudited consolidated net tangible assets of the Group attributable to owners of the Company as at 30

  September 2020 of approximately HK$1,770,299,000 is based on the unaudited consolidated net assets of the Group attributable to owners of the Company as at 30 September 2020 of approximately HK$1,787,536,000 as adjusted to exclude goodwill of approximately HK$17,237,000 as shown on the unaudited consolidated statement of financial position of the Group as at 30 September 2020 as extracted from the published interim report of the Company for the period ended 30 September 2020.

• (2) The estimated net proceeds from the Rights Issue of approximately HK$327,593,000 is calculated based on 876,965,814 Rights Shares to be issued (in the proportion of three (3) Rights Share for every one (1) consolidated share held as at the Rights Issue Record Date) at the subscription price of HK$0.38 per Rights Share, after deduction of the estimated related expenses of approximately HK$5,654,000, assuming that the Rights Issue had been completed on 30 September 2020.

• (3) The amount is calculated based on the unaudited consolidated net tangible assets of the Group attributable to owners of the Company as at 30 September 2020 of approximately HK$1,770,299,000 and 1,461,609,692 shares in issue as at 30 September 2020 (''Existing Shares'' ）without taking into account of consolidation of every five (5) issued Existing Shares of HK$0.3125 each into one consolidated shares of HK$1.5625 each (the ''Share Consolidation''）.

• (4) The unaudited consolidated net tangible assets per share attributable to owners of the Company as at 30

  September 2020 after taking into account of the Share Consolidation is HK$6.0560, which is calculated based on the unaudited consolidated net tangible assets of the Group attributable to owners of the Company as at 30 September 2020 of approximately HK$1,770,299,000 and 292,321,938 consolidated shares (involves the consolidation of every five (5) Existing Shares into one (1) consolidated share) (the ''Consolidated Shares'') which is calculated on 1,461,609,692 shares in issue as at 30 September 2020 subdivided by five (5).

• (5) The unaudited pro forma adjusted consolidated net tangible assets of the Group attributable to owners of the Company per Share immediately after completion of the Rights Issue and Share Consolidation is calculated based on 1,169,287,752 shares which comprise 292,321,938 Consolidated Shares and 876,965,814 Rights Shares expected to be issued on the completion of the Rights Issue as at 30 September 2020.

• (6) No adjustments have been made to the unaudited pro forma adjusted consolidated net tangible assets of the Group to reflect any trading results or other transactions of the Group entered into subsequent to 30

  September 2020.

The following is the text of the independent reporting accountants' assurance report dated 3

March 2021 prepared for the sole purpose of inclusion in this prospectus, received from independent reporting accountants, HLB Hodgson Impey Cheng Limited, in respect of the Unaudited Pro Forma Financial Information of the Group.

INDEPENDENT REPORTING ACCOUNTANTS' ASSURANCE REPORT ON THE COMPILATION OF THE UNAUDITED PRO FORMA FINANCIAL INFORMATION

31/F, Gloucester Tower

The Landmark

11 Pedder Street

Central

Hong Kong

The Directors

Chinlink International Holdings Limited Suites 5-6, 40/F.

One Exchange Square 8 Connaught Place Central

Hong Kong

INDEPENDENT REPORTING ACCOUNTANTS' ASSURANCE REPORT ON THE COMPILATION OF PRO FORMA FINANCIAL INFORMATION

To the Directors of Chinlink International Holdings Limited

We have completed our assurance engagement to report on the compilation of unaudited pro forma financial information of Chinlink International Holdings Limited (the ''Company''）and its subsidiaries (collectively the ''Group'' ）by the directors for illustrative purposes only. The unaudited pro forma financial information consists of the unaudited pro forma consolidated net tangible assets attributable to owners of the Company as at 30 September 2020 and the related notes (the ''Unaudited Pro Forma Financial Information''）as set out in Appendix II to the prospectus dated 3 March 2021 (the ''Prospectus''）issued by the Company. The applicable criteria on the basis of which the directors have compiled the Unaudited Pro Forma Financial Information are described on pages APP II-1 to APP II-2 of the Prospectus.

The Unaudited Pro Forma Financial Information has been compiled by the directors to illustrate the impact of the proposed rights issue of 876,965,814 rights shares (assuming no outstanding share options having been exercised on or before the record date) at HK$0.38 per rights share (the ''Rights Shares''）on the basis of three (3) Rights Shares for every one (1) consolidated share of the Company held on the rights issue record date (the ''Rights Issue'' )on the Group's unaudited consolidated net tangible assets attributable to owners of the Company as at 30 September 2020 as if the Rights Issue had taken place on 30 September 2020. As part of this process, information about the Group's financial position has been extracted by the directors from the Group's unaudited consolidated financial statements for the period ended 30 September 2020, on which an interim report has been published.

Directors' Responsibility for the Unaudited Pro Forma Financial Information

The directors are responsible for compiling the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'') and with reference to Accounting Guideline 7 ''Preparation of Pro Forma Financial Information for Inclusion in Investment Circulars'' ('' AG 7 '') issued by the Hong Kong Institute of Certified Public Accountants (the ''HKICPA'').

Our Independence and Quality Control

We have complied with the independence and other ethical requirements of the Code of Ethics for Professional Accountants issued by the HKICPA, which is founded on fundamental principles of integrity, objectivity, professional competence and due care, confidentiality and professional behaviour.

The firm applies Hong Kong Standard on Quality Control 1 and accordingly maintain a comprehensive system of quality control including documented policies and procedures regarding compliance with ethical requirements, professional standards and applicable legal and regulatory requirements.

Reporting Accountants' Responsibilities

Our responsibility is to express an opinion, as required by paragraph 4.29(7) of the Listing Rules, on the Unaudited Pro Forma Financial Information and to report our opinion to you. We do not accept any responsibility for any reports previously given by us on any financial information used in the compilation of the Unaudited Pro Forma Financial Information beyond that owed to those to whom those reports were addressed by us at the dates of their issue.

We conducted our engagement in accordance with Hong Kong Standard on Assurance Engagements 3420 ''Assurance Engagements to Report on the Compilation of Pro Forma Financial Information Included in a Prospectus'' issued by the HKICPA. This standard requiresthat the reporting accountants plan and perform procedures to obtain reasonable assurance about whether the directors have compiled the Unaudited Pro Forma Financial Information in accordance with paragraph 4.29 of the Listing Rules and with reference to AG 7 issued by the HKICPA.

For purposes of this engagement, we are not responsible for updating or reissuing any reports or opinions on any historical financial information used in compiling the Unaudited Pro Forma Financial Information, nor have we, in the course of this engagement, performed an audit or review of the financial information used in compiling the Unaudited Pro Forma Financial Information.

The purpose of the Unaudited Pro Forma Financial Information included in the Prospectus is solely to illustrate the impact of a significant event or transaction on unadjusted financial information of the Group as if the event had occurred or the transaction had been undertaken at an earlier date selected for purposes of the illustration. Accordingly, we do not provide any assurance that the actual outcome of the event or transaction at 30 September 2020 would have been as presented.

A reasonable assurance engagement to report on whether the Unaudited Pro Forma Financial Information has been properly compiled on the basis of the applicable criteria involves performing procedures to assess whether the applicable criteria used by the directors in the compilation of the Unaudited Pro Forma Financial Information provide a reasonable basis for presenting the significant effects directly attributable to the event or transaction, and to obtain sufficient appropriate evidence about whether:

• • The related unaudited pro forma adjustments give appropriate effect to those criteria; and

• • The Unaudited Pro Forma Financial Information reflects the proper application of those adjustments to the unadjusted financial information.

The procedures selected depend on the reporting accountants' judgment, having regard to the reporting accountants' understanding of the nature of the Group, the event or transaction in respect of which the Unaudited Pro Forma Financial Information has been compiled, and other relevant engagement circumstances.

The engagement also involves evaluating the overall presentation of the Unaudited Pro Forma Financial Information.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion:

• (a) the Unaudited Pro Forma Financial Information has been properly compiled on the basis stated;

• (b) such basis is consistent with the accounting policies of the Group; and

• (c) the adjustments are appropriate for the purposes of the Unaudited Pro Forma Financial Information as disclosed pursuant to paragraph 4.29(1) of the Listing Rules.

Yours faithfully,

HLB Hodgson Impey Cheng Limited

Certified Public Accountants

Hong Kong, 3 March 2021

1. RESPONSIBILITY STATEMENT

This Prospectus, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this Prospectus is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this Prospectus misleading.

2. SHARE CAPITAL

• (i) Share Capital as at the Latest Practicable Date

  Authorised: HK$

  62,500,000,000 Adjusted Shares of HK$0.01 each

  Issued and fully paid:

• (ii) Immediately following the completion of the Rights Issue

  Authorised:

  62,500,000,000 Adjusted Shares

  Issued and fully paid:

• 292,321,938 Adjusted Shares of HK$0.01 each

All the Rights Shares to be issued will rank pari passu in all respect with each other, including, in particular, as to dividends, voting rights and capital, and once issued and fully paid, with all the Shares in issue as at the date of allotment and issue of the Rights Shares.

The Company has applied to the Listing Committee for the listing of and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms. 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 Rights Shares or any other securities of the Company to be listed or dealt in on any other stock exchange. As at the Latest Practicable Date, there were no arrangements under which future dividends are waived or agreed to be waived. As at the Latest Practicable Date, there are 1,648,305 outstanding Share Options, which are exercisable during the period from 24 April 2014 to 16 December 2023 entitling the holders thereof to subscribe for a total of 1,648,305 new Adjusted Shares at the prevailing exercise price.

Save as disclosed above, the Company has no other derivatives, outstanding convertible securities, options or warrants in issue which confer any right to subscribe for, convert or exchange into the Shares.

3. DISCLOSURE OF INTERESTS

(a) Director's and chief executive's interest and short positions in shares and underlying shares and debentures of the Company of its associated corporations

As at the Latest Practicable Date, the interests and short positions of the Directors and chief executives of the Company in the shares, underlying shares and debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) which were required (i) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions in which they were taken or deemed to have under such provisions of the SFO); or (ii) pursuant to section 352 of the SFO, to be entered in the register maintained by the Company referred to therein; or (iii) pursuant to the Model Code of Securities Transactions by Directors of Listed Issuers (the ''Model Code'') contained in Appendix 10 to the Listing Rules, to be notified to the Company and the Stock Exchange were as follows:

Long position in the Shares

Number of

Adjusted Shares held Interest in underlying shares pursuant to the Share

Name of DirectorBeneficial ownerInterest of controlled Corporation

Option Scheme of the

Company

TotalApproximate % of interest

(Note 2)

Mr. Li Weibin (''Mr. Li '')

53,344,480

659,810,560

155,603 713,310,643 61.0%

(Note 1)

Mr. Siu Wai Yip

Mr. Lau Chi Kit

Dr. Ho Chung Tai, Raymond Ms. Chan Sim Ling, Irene

Ms. Lai Ka Fung, May

- 40,000 - - -

- - - - -

108,560

108,560 0.0%

72,373

112,373 0.0%

72,373

72,373 0.0%

36,187

36,187 0.0%

36,187

36,187 0.0%

Notes:

• 1. These Shares are held by Wealth Keeper, the entire issued share capital of which is wholly and beneficially owned by Mr. Li. Accordingly, Mr. Li is deemed to have the same interest as Wealth Keeper by virtue of the SFO.

• 2. Calculation of percentage shareholding assuming completion of the Rights Issue and no further issue of Adjusted Shares or repurchase of Shares on or before the completion of the Rights Issue (other than issue of the Rights Shares).

(b) Substantial Shareholder's interests in Shares

As at the Latest Practicable Date, so far as was known to the Directors, the persons (other than a director or chief executive of the Company) who had an interest or short position in the shares and underlying shares of the Company as recorded in the register required to be kept under section 336 of the SFO were as follows:

Interest in underlying shares pursuant to the Share

Number ofName

Capacity/Nature

Shares held (Long position)Option Scheme of the Company

Approximate % of InterestTotal

(Note 5)Wealth Keeper

Beneficial owner

659,810,560

-

659,810,560 56.4%Ms. Cao Wei (''Ms. Cao '')Interest of spouse

713,155,040

(Note 1)

155,603 (Note 2)

713,310,643 61.0%The Underwriter

Underwriter

346,577,664

-

346,577,664 29.5%

(Note 3)

APPENDIX III

GENERAL INFORMATION

Interest in underlying shares pursuant to the ShareNumber of Shares held

Name

Option Scheme of theCapacity/NatureApproximate % of Interest

(Long position)

Company

Total

(Note 5)

Emperor Capital Group Limited

Interest of controlled corporation

346,577,664

-

346,577,664 29.5%

(Note 3)

Albert Yeung Capital Holdings Limited

Interest of controlled corporation

346,577,664

-

346,577,664 29.5%

(Note 3)

CDM Trust & Board Services AG

Trustee

346,577,664

-

346,577,664 29.5%

(Note 3)

Dr. Yeung Sau Shing, Albert

Founder of a discretionary trust

346,577,664

-

346,577,664 29.5%

(Note 3)

Ms. Luk Siu Man, SemonInterest of spouseGet Nice Securities Limited Beneficial ownerGet Nice IncorporatedInterest in controlled corporation

346,577,664

-

346,577,664 29.5%

(Note 3)

116,000,000

-

116,000,000 9.9%

(Note 4)

116,000,000

-

116,000,000 9.9%

(Note 4)

Get Nice Holdings Limited

Interest in controlled corporation

116,000,000

-

116,000,000 9.9%

(Note 4)

Get Nice Financial Group Limited

Interest in controlled corporation

116,000,000

-

116,000,000 9.9%

(Note 4)

Honeylink Agents Limited

Interest in controlled corporation

116,000,000

-

116,000,000 9.9%

(Note 4)

Hung Hon Man

Interest in controlled corporation

116,000,000

-

116,000,000 9.9%

(Note 4)

Notes:

• 1. Ms. Cao, being the spouse of Mr. Li, is deemed to have the same interests of Mr. Li by virtue of the SFO.

• 2. These underlying shares, i.e. the Share Options, are held by Mr. Li, the spouse of Ms. Cao.

  Accordingly, Ms. Cao is deemed to be interested in the 155,603 underlying shares by virtue of the SFO.

• 3. The 346,577,664 Shares are the Rights Shares in which the Underwriter is interested under the Underwriting Agreement assuming no Qualifying Shareholders, other than Mr Li and Wealth Keeper, take up their Rights Shares. The Underwriter is wholly owned by Emperor Capital Investment Holdings Limited, a wholly owned subsidiary of Emperor Capital Group Limited which in turn is owned as to 42.72% by Emperor Capital Group Holdings Limited (a wholly owned subsidiary of Albert Yeung Capital Holdings Limited). Albert Yeung Capital Holdings Limited is held by CDM Trust & Board Services AG, a trustee for a private trust, the founder of which is Dr. Yeung Sau Shing, Albert. Ms. Luk Siu Man, Semon is the spouse of Dr. Yeung Sau Shing, Albert and is deemed or taken to be interested in all the Shares in which Dr. Yeung Sau Shing, Albert has, or is deemed to have, an interest for the purpose of the SFO.

• 4. Get Nice Securities Limited has deemed interest in 116,000,000 Shares by virtue of itself acting as a sub-underwriter agreeing to sub-underwrite the said shares in relation to the Rights Issue. Get Nice Securities Limited is wholly owned by Get Nice Incorporated which is in turn wholly owned by Get Nice Financial Limited. Get Nice Holdings Limited has 72.99% interest in issued shares of Get Nice Financial Limited. Get Nice Holdings Limited is owned as to 61.32% by Honeylink Agents Limited which is wholly owned by Hung Hon Man. Get Nice Incorporated, Get Nice Financial Limited and Get Nice Holdings Limited are deemed to be interested in the Shares held by Get Nice Securities Limited.

• 5. Calculation of percentage shareholding assuming completion of the Rights Issue and no further issue of Adjusted Shares or repurchase of Shares on or before the completion of the Rights Issue (other than issue of the Rights Shares).

Save as disclosed above, as at Latest Practicable Date, the Directors were not aware of any other person (other than the Directors and chief executive of the Company) who had any interest or short position in the shares or underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or any other substantial shareholders whose interests or short positions were recorded in the register required to be kept by the Company under Section 336 of the SFO. Save as Mr. Li, being the director of Wealth Keeper, as at the Latest Practicable Date, none of the directors nor chief executive of the Company is a director or employee of a company which has an interest or short position in the shares and underlying shares of the issuer which would fall to be disclosed to the issuer under the provisions of Divisions 2 and 3 of Part XV of the SFO.

4. COMPETING INTERESTS

As at the Latest Practicable Date, none of the Directors and their respective close associates (as defined under the Listing Rules) had any interests in any business which competed or might compete with the business of the Group.

5. DIRECTORS' INTERESTS IN ASSETS/CONTRACTS

On 24 December 2019, 匯景國際（ 西安 ）信息科技有限公司 (Real King International (Xi'an) Information Technology Company Limited*) (''Real King'') (an indirect wholly-owned subsidiary of the Company) entered into the lease agreements with 西安浩華置業有限公司 (Xi'an Hao Hua Zhi Ye Company Limited*) (''Hao Hua'') and 西安聯鼎企業管理諮詢有限公司 (Xi'an Lian Ding Enterprise Management Consulting Company Limited*) (''Lian Ding'') respectively (collectively, the ''Lease Agreements''), pursuant to which Real King agreed to lease certain office premises (the ''Premises'') of Chinlink International Centre (''CIC'') to Hao Hua and Lian Ding at the annual rental of RMB739,000 and RMB1,212,000 respectively. The term of the Lease Agreements was from 25 December 2019 to 31 March 2022.

On 24 December 2019, 普匯中金商業運營管理（ 西安）有限公司 (Chinlink Commercial Operation Management (Xi'an) Company Limited*) (''Chinlink Commercial'') (an indirect wholly-owned subsidiary of the Company) also entered into the property management services agreements in relation to the Premises with Hao Hua and Lian Ding respectively (collectively, the ''Services Agreements''), pursuant to which Chinlink Commercial agreed to provide property management services to Hao Hua and Lian Ding at the annual property management services fees of RMB1,349,000 and RMB1,724,000 respectively and other utilities fees. The term of the Services Agreements was from 25 December 2019 to 31 March 2022.

Due to the outbreak of the COVID-19 pandemic, there had been a delay in the commencement of lease of CIC and accordingly the receipt of rental/management services income from all tenants (including Hao Hua and Lian Ding) were delayed. Except for the postponement of the commencement date of the rental/management services from 25 December 2019 to 1 April 2020, other terms of the Lease Agreements and the Services Agreements remained unchanged and valid. The ending dates of the term of both the Lease Agreements and the Services Agreements remained the same as mentioned above, that is, 31 March 2022.

As 60% of the equity interest of Hao Hua and 99% of the equity interest of Lian Ding are held by Mr. Li, Hao Hua and Lian Ding are connected persons of the Company and the transactions contemplated under the Lease Agreements and the Services Agreements constituted continuing connected transactions of the Company under the Listing Rules. Further details of the above agreements are set out in the announcement of the Company dated 24 December 2019.

* For identification purposes only

The rental charged to Hao Hua and Lian Ding was based on the terms of the Lease Agreements entered into between Real King and other tenants of CIC (who are third parties independent of the Company and its connected persons) and market rental for similar properties nearby and having taken into account the availability of similar premises nearby and the cost of relocation. The property management services fee charged to Hao Hua and Lian Ding was based on the scope of services provided, the terms of property management services agreements entered into between Chinlink Commercial and other customers of CIC (who are third parties independent of the Company and its connected persons) and the market services fee for similar properties nearby. The other utilities fees payable under the Services Agreements were determined with reference to the cost of providing these utilities services, the fee charged to other customers of CIC (who are third parties independent of the Company and its connected persons) and the market services fee for similar properties nearby.

Saved as disclosed above, as at the Latest Practicable Date, (i) none of the Directors had any interest, direct or indirect, in any assets which had been, since 31 March 2020, being the date to which the latest published audited financial statements of the Group were made up, acquired or disposed of by or leased to any member of the Group or are proposed to be acquired or disposed of by or leased to any member of the Group; and (ii) there was no contract or arrangement entered into by any member of the Group subsisting, in which any of the Directors was materially interested and which was significant in relation to the business of the Group as a whole.

6. DIRECTORS' SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had entered or was proposing to enter into any service contract with any member of the Group which is not determinable by the Group within one year without payment of compensation, other than statutory compensation.

7. LITIGATION

As at the Latest Practicable Date, there were no litigation or claims of material importance, known to the Directors, pending or threatened against any member of the Group.

8. MATERIAL CONTRACTS

The following contracts (not being contracts entered into under the ordinary course of business of the Group) have been entered into by the Company within the two years immediately preceding the Latest Practicable Date and are or may be material:

• - the Underwriting Agreement;

• - on 23 July 2020 (as supplemented on 25 September 2020 and 24 November 2020), the Company and Emperor Securities Limited entered into a placing agreement for the placing of bonds issued by the Company in an aggregate principal amount of up to HK$100 million;

• - on 12 December 2019, Chinlink Mega Limited, an indirect wholly-owned subsidiary of the Company, as vendor and 西安曲江文化金融控股（ 集團 ）有限公司 (Xian Qujiang Cultural Financial Holdings Limited*) as purchaser entered into a disposal agreement for the sell and purchase of 37.5% of the equity interest in 普匯中金融資租賃有限公 司 (Chinlink Finance Lease Company Limited* for a consideration of approximately RMB93.2 million (equivalent to approximately HK$103.5 million));

• - on 2 September 2019, Chinlink International Trade Centre (Hanzhong) Company Limited*（ 普 匯中 金 國 際 交 易 中 心（ 漢 中 ）有 限 公 司 ）, an indirect wholly-owned subsidiary of the Company, and Hanzhong City Zhenxing Agricultural Services Company Limited*（ 漢中市振興鄉村產業服務有限公司 ）entered into a cooperation agreement in relation to the capital injection of RMB200.0 million (equivalent to approximately HK$220.0 million) into Hanzhong City Tiannong Chinese Pharmaceutical Development Company Limited*（ 漢中市天農漢藥產業發展有限公 司）; and

• - on 30 July 2019, the Company and Emperor Securities Limited entered into a placing agreement for the placing of bonds issued by the Company in an aggregate principal amount of up to HK$200 million.

9. EXPERT AND CONSENT

The following is the qualification of the expert who has given its opinion, letter or advice which are contained in this Prospectus:

Name Qualification

HLB Hodgson Impey Cheng

Certified Public Accountants, Hong Kong

Limited

The above expert has given and has not withdrawn its written consent to the issue of this Prospectus with the inclusion herein of its letter, advice or report, as the case may be, and reference to its name in the form and context in which they respectively appear.

As at the Latest Practicable Date, the above expert had no shareholding in any member of the Group nor did it have any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group.

As at the Latest Practicable Date, the above expert had no direct or indirect interest in any assets which had been, since 31 March 2020 (the date to which the latest published audited financial statements of the Group were made up), acquired, disposed of by or leased to, or were proposed to be acquired, disposed of by or leased to any member of the Group.

* For identification purposes only

APPENDIX III

GENERAL INFORMATION

10.

CORPORATE INFORMATION AND PARTIES INVOLVED IN THE RIGHTS ISSUE

Registered Office

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head Office and Principal

Place of Business in Hong Kong

Suites 5-6, 40/F,

One Exchange Square, 8 Connaught Place, Central, Hong KongAuthorised RepresentativesCompany Secretary

Mr. Siu Wai Yip Suites 5-6, 40/F,

One Exchange Square, 8 Connaught Place, Central, Hong Kong

Ms. Lau Wai Har Suites 5-6, 40/F,

One Exchange Square, 8 Connaught Place, Central, Hong Kong

Ms. Lau Wai Har, practising solicitor

Auditor/Reporting

AccountantsPrincipal Bankers

HLB Hodgson Impey Cheng Limited Certified Public Accountants

31/F, Gloucester Tower

The Landmark, 11 Pedder Street Central, Hong Kong

The Hongkong and Shanghai Banking Corporation Limited 1 Queen's Road Central, Hong Kong

DBS Bank (Hong Kong) Limited

11th Floor, 99 Queen's Road Central, Hong Kong

China Minsheng Banking Corporation Limited

2 Fuxingmennei Street, Xicheng District, Beijing

Industrial and Commercial Bank of China Limited

55 Fuxingmennei Street, Xicheng District, Beijing, China

APPENDIX III

GENERAL INFORMATION

Industrial and Commercial Bank of China (Asia) Limited 33/F., ICBC Tower, 3 Garden Road, Central, Hong Kong

Bank of Xi'an Company Limited

No. 60 Gaoxin Road, Xi'an City, Shaanxi Province, China

Bank of Ningxia Company Limited

Bank of Ningxia Building, 136 Weiyang Road, Xi'an, Shaanxi, China

Bank of Chang'an Company Limited

No. 13, Gaoxin 4th Road, Xi'an, Shaanxi, China

Principal Share Registrar and

Transfer Office

Ocorian Management (Bermuda) Limited Victoria Place, 5th Floor,

31 Victoria Street Hamilton HM10 Bermuda

Hong Kong Branch Share

Registrar and Transfer Office

Tricor Standard Limited Level 54, Hopewell Centre 183 Queen's Road East Hong Kong

Legal Advisers to the

CompanyUnderwriter

as to Hong Kong law: Michael Li & Co. 19/F., Prosperity Tower

No. 39 Queen's Road Central, Hong Kong

as to Bermuda law:

Walkers (Hong Kong) 15/F Alexandra House

18 Chater Road, Central Hong Kong

Emperor Securities Limited 23-24/F, Emperor Group Centre 288 Hennessy Road Wanchai Hong Kong

Financial adviser to the

Company

Emperor Capital Limited 23/F, Emperor Group Centre 288 Hennessy Road Wanchai Hong Kong

11. PARTICULARS OF DIRECTORS

Executive Directors

Mr. LI Weibin (''Mr. Li''), aged 50, joined the Group as an executive Director since 27 January 2012 and was re-designated as Chairman and Managing Director of the Company on 18 February 2012. Mr. Li holds a Bachelor's degree in Applied Electronics from Xi'an Technological University and an Executive Master in Business Administration from Xi'an Jiaotong University. Since early 2000, Mr. Li has been engaged in research, production and sales of electronic components and materials, computer software and hardware as well as research and sales of computer related equipment. He has also been engaged in property development, planning and sales, management, and other property related investments, cultural and entertainment businesses. His businesses are present in Beijing, Xi'an and Hong Kong.

Mr. SIU Wai Yip (''Mr. Siu''), aged 64, joined the Group as an executive Director since 27 January 2012. Mr. Siu holds a Bachelor of Arts degree from The University of Hong Kong. He has over 10 years' of experience in banking and financing and previously held executive positions at various major international banks, with specialization in trade financing and corporate banking. Prior to joining the Group, he was appointed as an executive director of Matsunichi Communication Holdings Limited (now known as Goldin Properties Holdings Limited, stock code: 283) from January 2005 to February 2006. He was an executive director of Vincent Intertrans (Holdings) Limited (now known as Shanghai Industrial Urban Development Group Limited, stock code: 563) from July 1998 to May 1999. The shares of these two companies are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'').

Mr. LAU Chi Kit (''Mr. Lau''), aged 76, joined the Group as an independent non-executive Director since 18 February 2012, and he was re-designated as an executive Director on 18 September 2013. Mr. Lau retired from The Hongkong and Shanghai Banking Corporation Limited (''HSBC'') in late December 2000 after more than 35 years' of service. Amongst the major positions at HSBC, he served as Assistant General Manager and Head of Personal Banking Hong Kong and Assistant General Manager and Head of Strategic Implementation, Asia-Pacific Region. Mr. Lau is a Fellow of the Hong Kong Institute of Bankers (the ''Institute''). He served as the Chairman of the Institute's Executive Committee (from January 1999 to December 2000) and is currently the Honorary Advisor of the Institute's Executive Committee. He has served as a Member on a number of committees appointed by the Government of Hong Kong Special Administrative Region, including the Advisory Council on the Environment (from October 1998 to December 2001), the Advisory Committee on Human Resources Development in the Financial Services Sector (from June 2000 to May 2001), the Corruption Prevention Advisory Committee of the Independent Commission Against Corruption (from January 2000 to December 2003), the Environment and Conservation Fund Committee (from August 2000 to October 2006), theInnovation and Technology Fund (Environment) Projects Vetting Committee (from January 2000 to December 2004) and the Law Reform Commission's Privacy Sub-committee (from February 1990 to March 2006). Mr. Lau also served as a Chairman of Business Environment Council Limited (from September 1998 to December 2001). Currently, he is also an independent non-executive director of Century Sunshine Group Holdings Limited (stock code: 509), Royale Furniture Holdings Limited (stock code: 1198), Leoch International Technology Limited (stock code: 842) and Hin Sang Group (International) Holding Co. Ltd. (stock code: 6893), and was an independent non-executive director of Hang Pin Living Technology Company Limited (previously known as Hua Long Jin Kong Company Limited and Highlight China IoT International Limited and Ford Glory Group Holding Limited, stock code: 1682) from September 2010 to September 2017 and Janco Holdings Limited (Stock code: 8035) from March 2017 to September 2019. Except for Janco Holdings Limited with its shares listed on the Growth Enterprise Market of the Stock Exchange, all the shares of the companies mentioned above are listed on the Main Board of the Stock Exchange.

Independent Non-executive Directors

Dr. HO Chung Tai, Raymond (''Dr. Ho''), aged 81, joined the Group as an independent non-executive Director since 17 December 2013. 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 in Civil Engineering from City University of London, United Kingdom; an Honorary Doctorate of Laws from The University of Manchester, United Kingdom; an Honorary Doctorate of Business Administration from City University of Hong Kong; a Bachelor of Science degree in Engineering from The University of Hong Kong; and a Postgraduate Diploma in Geotechnical Engineering from The University of Manchester, United Kingdom. Currently, Dr. Ho is the Chairman of the Advisory Committee for the Guangdong Daya Bay Nuclear Plant and LingAo Nuclear Plant Safety Consultative Committee (2005-present) and Professional Advisor to The Ombudsman of Hong Kong (Engineering and Surveying) (1995-2013, 2015-present). He has served as a Board Member of the Airport Authority Hong Kong (2008-2014), the former Chairman of the Hong Kong Trade Development Council Infrastructure Development Advisory Committee (2009-2013) and the Founding Council Chairman of City University of Hong Kong (1992-1994). He is also an independent non-executive director of GCL-Poly Energy Holdings Limited (stock code: 3800), Deson Development International Holdings Limited (stock code: 262), Fu Shek Financial Holdings Limited (stock code: 2263), AP Rentals Holdings Limited (stock code: 1496) and Superland Group Holdings Limited (stock code: 368). He was an independent non-executive director of China State Construction International Holdings Limited (stock code: 3311) from June 2005 to June 2019. He also acted as the chairman and a non-executive director of Veson Holdings Limited (formerly known as SCUD Group Limited) (stock code: 1399) from September 2018 to May 2020 and from September 2018 to June 2020 respectively. The shares of these seven companies mentioned above are listed on the Main Board of the Stock Exchange.

Ms. LAI Ka Fung, May (''Ms. Lai''), aged 54, joined the Group as an independent non-executive Director since 18 February 2012. Ms. Lai obtained a Master of Arts in International Accounting from City University of Hong Kong in 2001. She has been a Member of the Hong Kong Institute of Certified Public Accountants since 1999 and is a Fellow of The Association of Chartered Certified Accountants since 2003. She is the sole proprietor of May K. F. Lai & Co., Certified Public Accountant and has been engaged in the audit field for more than 20 years. She is also an independent non-executive director of Emperor Entertainment Hotel Limited (stock code: 296) and was an independent non-executive director of Emperor Watch & Jewellery Limited (stock code: 887) from June 2008 to May 2017. The shares of these two companies mentioned above are listed on the Main Board of the Stock Exchange.

Ms. CHAN Sim Ling, Irene (''Ms. Chan''), aged 58, joined the Group as an independent non-executive Director since 18 February 2012. She graduated with a Bachelor of Laws degree from The University of Hong Kong in 1985. Ms. Chan is a retired solicitor with over 20 years' of experience serving as an independent non-executive director of listed companies. She is an independent non-executive director of Emperor Culture Group Limited (previously known as See Corporation Limited, stock code: 491) and Emperor Watch & Jewellery Limited (stock code: 887). She was also an independent non-executive director of Emperor Entertainment Hotel Limited (stock code: 296) from May 1998 to August 2013 and New Media Group Holdings Limited (now known as Evergrande Health Industry Group Limited, stock code: 708) from November 2013 to March 2015. The shares of these four companies mentioned above are listed on the Main Board of the Stock Exchange.

Business address of the Directors

The business address of the Directors is the same as the Company's head office and principal place of business in Hong Kong located at Suites 5-6, 40/F, One Exchange Square, 8 Connaught Place Central, Hong Kong.

12. EXPENSES

The expenses in connection with the Rights Issue, including underwriting commission, financial advising fees, printing, registration, translation, legal and accounting fees are estimated to be approximately HK$5.6 million and are payable by the Company.

13. DOCUMENTS DELIVERED TO THE REGISTRAR OF COMPANIES

A copy of each of the Prospectus Documents and the written consent as referred to under the paragraph headed ''Expert and Consent'' in this Appendix, have been registered by the Registrar of Companies in Hong Kong pursuant to section 342C of the Companies (Winding up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong).

14. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents are available for inspection during normal business hours at the head office and principal place of business of the Company in Hong Kong at Suites 5-6, 40/F, One Exchange Square, 8 Connaught Place Central, Hong Kong, for a period of 14 days from the date of this Prospectus:

(i) the memorandum of association and the bye-laws of the Company;

(ii) the annual reports of the Company for the two financial years ended 31 March 2019 and 31 March 2020 and the interim report of the Company for the six months ended 30 September 2020;

• (iii) the independent reporting accountants' assurance report on the unaudited pro forma financial information of the Group issued by HLB Hodgson Impey Cheng Limited set out in Appendix II to this Prospectus;

• (iv) the written consent referred to in the paragraph under the heading ''Expert and Consent'' in this Appendix;

• (v) the material contracts disclosed in the paragraph under the heading ''Material Contracts'' in this Appendix; and

• (vi) the Prospectus Documents.

15. BINDING EFFECT

The Prospectus Documents and all acceptances of any offer or application contained therein are governed by and shall be construed in accordance with the laws of Hong Kong. The Prospectus Documents shall have the effect, if an application is made in pursuance hereof, of rendering all persons concerned bound by all provisions (other than the penal provisions) of sections 44A and 44B of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Chapter 32 of the Laws of Hong Kong), so far as applicable.

16. GENERAL

As at the Latest Practicable Date, there was no restriction affecting the remittance of profit or repatriation of capital of the Company into Hong Kong from outside Hong Kong.

In case of inconsistency, the English text of this Prospectus and the accompanying PAL and EAF shall prevail over its Chinese text.