Chinlink International : PLACING OF BONDS

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

CHINLINK INTERNATIONAL HOLDINGS LIMITED

普 匯 中 金 國 際 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 0997)

PLACING OF BONDS

Placing Agent

PLACING OF BONDS

On 23 July 2020 (after trading hours), the Company and the Placing Agent entered into the Placing Agreement pursuant to which the Placing Agent has conditionally agreed to procure, on a best effort basis, independent Placees to subscribe in cash for the Bonds in an aggregate principal amount of up to HK$100 million within the Placing Period.

USE OF PROCEEDS

The net proceeds from the Placing are intended to be used for refinancing the existing borrowings.

• For identification purpose only

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GENERAL

This announcement is made pursuant to Rules 13.09(2)(a) and 13.18 of the Listing Rules and the Inside Information Provisions under Part XIVA of the SFO. No listing of the Bonds will be sought on the Stock Exchange or any other stock exchanges.

Completion of the Placing is subject to, among others, the satisfaction of the conditions set out under the paragraph headed "Conditions of the Placing" below and the Placing Agent not terminating the Placing Agreement in accordance with the terms set out therein. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

THE PLACING AGREEMENT

Date

23 July 2020 (after trading hours)

Parties
Issuer:	the Company
Placing Agent:	Emperor Securities Limited

To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, as at the date of this announcement, the Placing Agent and its ultimate beneficial owner(s) are Independent Third Parties.

The Placing

Pursuant to the Placing Agreement, the Placing Agent has conditionally agreed to procure, on a best effort basis, independent Placees to subscribe in cash for the Bonds in an aggregate principal amount of up to HK$100 million at the issue price of 100% of the principal amount of the Bonds.

The Placees

The Placees will be Independent Third Parties.

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The Bonds

The principal terms of the Bonds are summarized below:

Principal Amount	:	Up to HK$100 million in aggregate
Maturity date	:	The date falling on the first (1st) anniversary of the Issue
		Date or if that is not a Business Day, the first Business Day
		thereafter
Interest Rate	:	6.5% per annum, accrued daily on a 365 days basis and
		payable annually in arrears
Issue Price	:	100% of the principal amount of the Bonds
Denomination	:	In denomination of HK$500,000 and integral multiples of
		HK$500,000 in excess thereof
Status	:	The Bonds constitute direct, general, unconditional,
		unsubordinated and secured obligations of the Company
		and shall at all times rank equally among themselves and
		pari passu with all other present and future secured and
		unsubordinated obligations of the Company in relation to
		the Hanzhong PRC Equity Pledge except for obligations
		accorded preference by mandatory provisions of applicable
		law.
Guarantee	:	The Guarantor unconditionally and irrevocably guarantees
		the due and punctual performance of the obligations of the
		Company under the Instrument of the Bonds.
Listing	:	No application will be made for the listing of the Bonds.
Transferability	:	The Bonds may be transferred in whole or in part (if in part,
		in minimum amount of HK$500,000 or in whole multiple
		thereof) and may be transferred to any person. Unless prior
		written consent is obtained from the Company, none of the
		Bonds may be transferred to a connected person of the
		Company.
Early Redemption	:	The Company may at any time before the maturity date, by
		giving to a Bondholder not less than ten (10) Business Days'
		written notice, redeem the Bonds (in whole or in part) at
		100% of the total principal amount of such Bonds together
		with interest accrued thereon from the Issue Date and up to
		the date of redemption less any interest paid on such Bonds
		previously pursuant to the terms of the Bonds.

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Redemption price	:	The Bonds will be redeemed at 100% of the outstanding
at maturity		principal amount in cash.
Specific performance on	:	It is a condition of the Bonds that the Guarantor and his
the Guarantor		associates shall not cease to own, directly or indirectly, at
		least 51% of the beneficial interest in the Company carrying
		at least 51% of the voting right, failing which the Bonds shall
		be immediately redeemable.
Securities	:	The Bonds shall be secured by the Hanzhong PRC Equity
		Pledge.
Financial Covenants	:	(a) the Group shall not have outstanding Borrowing in
undertaken by the		excess of 20% of the Total Asset Value of the Group;
Company		(b) the Net Asset Value of the Group shall not be less than
		HK$1,400 million; and
		(c) the Gearing Ratio of the Group shall not at any time
		exceed 70%.
Events of Default	:	The Bonds may become immediately due and payable
		at their principal amount, together with accrued interest,
		on the occurrence of certain events of default set out in
		the Instrument to the Bonds such as non-payment by the
		Company, breach of any obligations and covenants under
		or in respect of the Bonds by the Company, cessation of
		any business or operation of the Company or any Major
		Subsidiaries of the Company, cross-default, insolvency,
		winding-up of and unsatisfied judgment against the
		Company or any Major Subsidiaries of the Company,
		unlawfulness, and suspension of trading of the shares of the
		Company for more than thirty (30) consecutive trading days
		on the Stock Exchange.

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Conditions of the Placing

The Placing is conditional upon the fulfillment of the following conditions before the expiry of the Placing Period on 22 September 2020 (or such later time and date as the Placing Agent and the Company shall agree in writing):

1. all necessary approval and consent in relation to the Placing and the issue of Bonds having been obtained;
2. the Placing Agreement not having been terminated in accordance with its terms; and
3. the Company having delivered to the Placing Agent (in form and substance and in all respects satisfactory to the Placing Agent) opinions addressed to the Placing Agent of a Bermuda lawyer as agreed between the Company and the Placing Agent in respect of the due execution, validity and effectiveness of the Placing Agreement; and a PRC lawyer as agreed between the Company and the Placing Agent in respect of the due execution, validity and effectiveness of the Hanzhong PRC Equity Pledge.

The conditions precedent set out in paragraphs (a) and (b) are incapable of being waived. The Placing Agent may at any time waive the condition precedent set out in paragraph (c) by written notice to the Company.

If any of the conditions above is not fulfilled or waived (as the case maybe) before the expiry of the Placing Period, the Placing Agent may terminate the Placing Agreement by notice in writing to the Company, whereupon the obligations of the Placing Agent under the Placing Agreement shall forthwith cease and terminate and neither the Company nor the Placing Agent shall have any claim against any of the others, save for any antecedent breach thereof.

Termination rights of the Placing Agent

The Placing Agent shall be entitled to terminate the Placing Agreement without liability to the Company by giving notice in writing to the Company, which notice may be given at any time prior to 5:00 p.m. (Hong Kong time) on each Closing Date, if at any time on or prior to 5:00 p.m. (Hong Kong time) on each Closing Date:

1. in the absolute opinion of the Placing Agent, the Placing would be materially and adversely affected by:
2. 1. the introduction of any new 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 absolute opinion of the Placing Agent materially and adversely affect the business or the financial or trading position or prospects of the Company or the Group as a whole; or

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1. 1. 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 Placing Agreement, of a political, financial, economic currency, market or other nature, or in the nature of any local, national or international outbreak or escalation of hostilities or armed conflict, affecting local securities markets; or
   2. any material adverse change in the business or in the financial or trading position or prospect of the Company or the Group as a whole; or
   3. any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lock-out which would, in the absolute opinion of the Placing Agent materially and adversely affect the business or the financial or trading position or prospects of the Company or the Group as a whole; or
   4. there occurs or comes into effect the imposition of any moratorium, suspension or material restriction on trading in the Shares generally on the Stock Exchange whether due to exceptional financial circumstances or otherwise; or
   5. the commencement by any third party of any litigation against any member of the Group which is or might be material to the Company or the Group taken as a whole; or
2. any adverse change in market conditions occurs which in the absolute opinion of the Placing Agent makes it inexpedient or inadvisable to proceed with the Placing; or
3. this announcement 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 hereof been publicly announced or published by the Company and which in the absolute opinion of the Placing Agent is material to the Group as a whole and is likely to affect materially and adversely the success of the Placing; or
4. any breach (which is material in the absolute opinion of the Placing Agent) of any of the representations, warranties and undertakings set out in the Placing Agreement comes to the knowledge of the Placing Agent or there has been a breach (which is material in the absolute opinion of the Placing Agent) of any other provision of the Placing Agreement.

In the event that any such notice referred to above is given by the Placing Agent to terminate the Placing Agreement, all obligations of the Company and the Placing Agent under the Placing Agreement shall forthwith cease and determine and no party shall have any claim against any other party in respect of any matter arising out of or in connection with the Placing Agreement save for any antecedent breach and obligations under the surviving provisions.

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Completion of the Placing

Completion of the Placing will take place from time to time on the Closing Date(s) when the Placing Agent serves a notice to the Company during the Placing Period for such purpose.

REASONS FOR THE PLACING AND USE OF PROCEEDS

The Company is an investment holding company. The Group is principally engaged in property investment, trading (including mainly electronic components and appliance), provision of financial guarantee services, finance advisory services and logistics services in the PRC.

The Directors are of the view that the Placing represents a good opportunity to raise additional funds for the Company. The gross proceeds of the Placing will be HK$100 million assuming all the Bonds under the Placing are successfully placed. The net proceeds from the Placing, after deduction of the placing commission and other related expenses, are intended to be used for refinancing the existing borrowings.

The Board considers that the terms of the Placing and the Bonds are on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

GENERAL

This announcement is made pursuant to Rules 13.09(2)(a) and 13.18 of the Listing Rules and the Inside Information Provisions under Part XIVA of the SFO. No listing of the Bonds will be sought on the Stock Exchange or any other stock exchanges.

Completion of the Placing is subject to, among others, the satisfaction of the conditions set out under the paragraph headed "Conditions of the Placing" and the Placing Agent not terminating the Placing Agreement in accordance with the terms set out therein. As the Placing may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

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DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings when used herein:

"associate(s)"	shall have the meaning as defined under the Listing Rules
"Board"	the board of Directors
"Bondholder(s)"	the person(s) who is for the time being the holder(s) of the
	Bonds
"Bonds"	the 6.5% coupon secured bonds due 2021 in the principal
	amount of up to HK$100 million in aggregate, to be issued
	by the Company in accordance with the Placing Agreement
	with the benefit of and subject to the provisions and the
	conditions as set out in the Instrument
"Borrowing"	any indebtedness for or in respect of (a) moneys borrowed;
	(b) any amount actually drawn down and outstanding
	under any acceptance credit facility; (c) any amount
	raised pursuant to any note purchase facility or the issue
	of bonds, notes, debentures or any similar instrument;
	(d) the amount of any liability in respect of any lease or
	hire purchase contract which would, in accordance with
	generally accepted accounting principles in Hong Kong,
	be treated as a finance or capital lease; (e) any amount
	raised under any other transaction (including any forward
	sale or purchase agreement) having the commercial effect
	of a borrowing and (f) the amount of any liability under any
	guarantee or indemnity given by the Company (excluding
	for the avoidance of doubt guarantee or indemnities given
	by subsidiaries of the Company in their ordinary course
	of business) the underlying obligations of which are not
	included in any of the above items, but excluding (i) any
	indebtedness which is secured by the assets of the Group
	or otherwise; (ii) such indebtedness due to the person who
	is a controlling shareholder of the Company and his/her
	associates when creating such indebtedness; and (iii) any
	lease liability arising from the adoption of the new Hong
	Kong Financial Reporting Financial Standard 16 (HKFRS
	16)
"Business Day(s)"	any day (excluding Saturday, Sunday and public holiday) on
	which licensed banks in Hong Kong are open for business

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"Closing Date(s)"	the third Business Day after the date of each notice given by
	the Placing Agent for completion or such other date as the
	Company and the Placing Agent may agree
"Company"	Chinlink International Holdings Limited, a company
	incorporated in Bermuda with limited liability, the issued
	shares of which are listed on the Stock Exchange
"connected person(s)"	shall have the meaning as defined under the Listing Rules
"Director(s)"	director(s) of the Company
"GAAP"	Hong Kong Financial Reporting Standards as in effect from
	time to time, which shall apply to all ratios and computations
	contained or referred to in the Instrument on a consistent
	basis
"Gearing Ratio"	the ratio of the total liabilities of the Group to the Total Asset
	Value of the Group, each determined in accordance with
	GAAP
"Group"	the Company and its subsidiaries
"Guarantor"	Mr. Li Weibin, an executive Director and the Chairman of the
	Company
"HK$"	Hong Kong dollar(s), the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Hanzhong PRC Equity	the equity pledge, over the 66% equity interests Hanzhong
Pledge"	Tiannong to be executed in favour of the Placing Agent,
	whose security agent of the Bondholders, as security for
	issue of the Bonds
"Hanzhong Tiannong"	HZ Tiannong Green Agriculture & Chinese Medecine
	Industries Limited* 漢中天農漢藥產業發展有限公司, a
	company established in the PRC and a non-wholly owned
	subsidiary of the Company;
"Instrument"	the instrument constituting the Bonds in the agreed form as
	set out in the Placing Agreement
"Issue Date"	the date of issue of each of the Bonds placed on each
	Closing Date

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"Independent Third	an individual(s) or a company(ies) who or which, as far as
Party(ies)"	the Directors are aware after having made all reasonable
	enquiries, is/are not a connected person(s) of the Company
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Major Subsidiaries"	a subsidiary of the Company with the value of that
	subsidiary's total assets, profits or revenue representing not
	less than 10% of the Group's (as the case may be) total
	assets, profits or revenue
"Net Asset Value"	means the Total Asset Value less current and non-current
	liabilities of the Group
"Placees"	any person or entity whom the Placing Agent has procured
	to purchase any of the Bonds pursuant to the Placing
	Agent's obligations under the Placing Agreement
"Placing"	the placing of the Bonds by the Placing Agent on a best
	effort basis pursuant to the terms of the Placing Agreement
"Placing Agent"	Emperor Securities Limited, a corporation licensed to carry
	on type 1 (dealing in securities) and type 4 (advising on
	securities) regulated activities under the SFO, acting as the
	placing agent of the Bonds under the Placing Agreement
"Placing Agreement"	the conditional placing agreement dated 23 July 2020
	entered into between the Company and the Placing Agent in
	relation to the Placing
"Placing Period"	the period commencing upon the date of the Placing
	Agreement and terminating on 22 September 2020 (or such
	later time and date as the Placing Agent and the Company
	may agree in writing), unless terminated earlier pursuant to
	the terms of the Placing Agreement
"PRC"	the People's Republic of China, which for the purpose of this
	announcement, the Placing Agreement and the Instrument,
	shall exclude Hong Kong, Taiwan and Macau Special
	Administrative Region of the PRC;
"RMB"	Renminbi, the lawful currency of PRC
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)

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"Share(s)"	ordinary share(s) of HK$0.3125 each in the share capital of
	the Company
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Total Asset Value"	the total assets value of the Group including tangible and
	intangible assets
"%"	per cent.

• The English translation of Chinese names or words in this announcement, where indicated, are included for information purpose only and should not be regarded as the official English translation of such Chinese names or words.

By order of the Board

Chinlink International Holdings Limited

Mr. Li Weibin

Chairman

Hong Kong, 23 July 2020

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

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