Medialink : PROPOSED RE-ELECTION OF DIRECTORS AND ADJUSTMENT TO THE DIRECTOR'S FEE FOR INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE COMPANY AND PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your shares in Medialink Group Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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

MEDIALINK GROUP LIMITED

羚 邦 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2230)

PROPOSED RE-ELECTION OF DIRECTORS

AND

ADJUSTMENT TO THE DIRECTOR'S FEE FOR INDEPENDENT

NON-EXECUTIVE DIRECTORS OF THE COMPANY

AND

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting of Medialink Group Limited to be held at 24/F, Admiralty Centre 1, 18 Harcourt Road, Admiralty, Hong Kong on Thursday, 24 September 2020 at 10:00 a.m. is set out in this circular.

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy for use at the Annual General Meeting in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:00 a.m. on Tuesday, 22 September 2020 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish.

This circular together with the form of proxy are also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.medialink.com.hk).

31 July 2020

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Taking into account the recent developments of the coronavirus disease 2019 (COVID-19), the Company will implement the following prevention and control measures at the Annual General Meeting to safeguard the health and safety of the Shareholders attending the Annual General Meeting:

1. Compulsory body temperature check will be conducted for every Shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37.3 degrees Celsius will not be admitted to the venue.
2. Every Shareholder or proxy is required to wear a surgical face mask throughout the meeting.
3. Every Shareholder or proxy is required to complete a health declaration form before entering the venue.
4. No entry to the venue is allowed for any person who has shown any symptom of COVID-19 or is subject to quarantine order by the Government of the Hong Kong Special Administrative Region (the "Hong Kong Government").
5. Appropriate distancing and spacing in compliance with the guidances from the Hong Kong Government will be observed and as such, the Company reserves the right to limit the number of the attendees at the Annual General Meeting as may be necessary to avoid over-crowding.
6. No refreshments will be served and no corporate gifts will be distributed.

Shareholders, particularly those who are subject to quarantine in relation to COVID-19, are reminded that they may appoint any person or the chair of the Annual General Meeting as a proxy to attend and vote at the Annual General Meeting, instead of attending and voting in person.

References to time and dates in this circular are to Hong Kong time and dates.

31 July 2020

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	CONTENTS
		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4

3. Adjustment to the Director's Fee for Independent Non-Executive

	Directors of the Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Proposed Granting of General Mandate to Repurchase Shares . . . . . . . . . . . . . .	5
5.	Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . . . . . . .	5
6.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I - Details of the Directors Proposed to be Re-elected
	at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
Appendix II - Explanatory Statement on the Share Repurchase Mandate . . . . . . . .	14
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

- ii -

DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held at
	24/F, Admiralty Centre 1, 18 Harcourt Road, Admiralty,
	Hong Kong on Thursday, 24 September 2020 at 10:00 a.m.,
	to consider and, if appropriate, to approve the resolutions
	contained in the notice of the meeting which is set out on
	pages 18 to 23 of this circular, or any adjournment thereof
"Articles of Association"	the articles of association of the Company currently in
	force
"Board"	the board of Directors
"Company"	Medialink Group Limited, a company incorporated in the
	Cayman Islands with limited liability, the Shares of which
	are listed on the Main Board of the Stock Exchange
"Director(s)"	the director(s) of the Company
"Group"	the Company and its subsidiaries from time to time
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Issuance Mandate"	a general mandate proposed to be granted to the Directors
	to allot, issue and deal with additional Shares of not
	exceeding 20% of the total number of issued shares of the
	Company as at the date of passing of the proposed ordinary
	resolution contained in item 7 of the notice of the Annual
	General Meeting
"Latest Practicable Date"	24 July 2020, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	in this circular

- 1 -

	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange as amended from time to time
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the
	Laws of Hong Kong
"Share(s)"	ordinary share(s) of HK$0.01 each in the issued capital of
	the Company	or if there has	been a subsequent
	sub-division,	consolidation,	reclassification	or
	reconstruction of the share capital of the Company, shares
	forming part of the ordinary equity share capital of the
	Company
"Share Repurchase Mandate"	a general mandate proposed to be granted to the Directors
	to repurchase Shares on the Stock Exchange of not
	exceeding 10% of the total number of issued shares of the
	Company as at the date of passing of the proposed ordinary
	resolution contained in item 6 of the notice of the Annual
	General Meeting
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Code on Takeovers and Mergers and Share Buy-backs
	as amended from time to time
"%"	per cent

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LETTER FROM THE BOARD

MEDIALINK GROUP LIMITED

羚 邦 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2230)

Executive Directors:	Registered Office:
Ms. Chiu Siu Yin Lovinia (Chairman)	Cayman Corporate Centre
Ms. Chiu Siu Fung Noletta	27 Hospital Road
Mr. Ma Ching Fung	George Town
	Grand Cayman KY1-9008
Non-executive Director:	Cayman Islands
Ms. Wong Hang Yee, JP
	Head Office and Principal Place of
Independent Non-executive Directors:	Business in Hong Kong:
Mr. Fung Ying Wai Wilson	Suite 1001, 10/F, Tower 1
Ms. Leung Chan Che Ming Miranda	South Seas Centre
Mr. Wong Kam Pui, JP	75 Mody Road
	Tsim Sha Tsui East
	Kowloon
	Hong Kong
	31 July 2020
To the Shareholders
Dear Sir/Madam,

PROPOSED RE-ELECTION OF DIRECTORS

AND

ADJUSTMENT TO THE DIRECTOR'S FEE FOR INDEPENDENT

NON-EXECUTIVE DIRECTORS OF THE COMPANY

AND

PROPOSED GRANTING OF GENERAL MANDATES TO

REPURCHASE SHARES AND TO ISSUE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

- 3 -

LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of certain resolutions to be proposed at the Annual General Meeting to be held on 24 September 2020.

2. PROPOSED RE-ELECTION OF DIRECTORS

In accordance with Article 108(a) of the Articles of Association, Ms. Chiu Siu Fung Noletta, Mr. Ma Ching Fung and Ms. Wong Hang Yee, JP shall retire at the Annual General Meeting. All of the above Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

The nomination committee of the Company has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy and Director Nomination Policy and the Company's corporate strategy. The nomination committee of the Company has recommended to the Board on re-election of all the retiring Directors.

Details of the retiring Directors proposed for re-election at the Annual General Meeting are set out in Appendix I to this circular.

3. ADJUSTMENT TO THE DIRECTOR'S FEE FOR INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE COMPANY

The existing Director's fee for each independent non-executive Director of the Company is "HK$180,000 for each Director per year" as per the existing letter of appointment.

Considering the development level of the industry, development scale of the Company, and the fee level of independent non-executive directors of other listed companies of similar size, the Company proposed to adjust the level of Director's fee for independent non-executive Directors with the details set out as follows:

1. Applicable scope
   All independent non-executive Directors of the Company.

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LETTER FROM THE BOARD

(II) Limits on Director's fee

An independent non-executive Director will be entitled to an annual Director's fee of HK$240,000 during his/her tenure as a member of the Board with effect from 1 October 2020.

(II) Payment method

The Director's fee will be paid on a monthly basis, in accordance with the terms of the letter of appointment that the relevant Director has entered into with the Company. The payment will be made in Hong Kong dollars.

The proposal is currently being proposed to the Annual General Meeting for consideration and approval. The Company will enter into a new letter of appointment with each independent non-executive Director after the aforesaid proposal is considered and approved at the Annual General Meeting, and the existing letter of appointment will be terminated simultaneously.

4. PROPOSED GRANTING OF GENERAL MANDATE TO REPURCHASE SHARES

At the annual general meeting of the Company held on 19 September 2019, a general mandate was granted to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Share Repurchase Mandate to the Directors to repurchase Shares on the Stock Exchange of not exceeding 10% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 6 of the notice of the Annual General Meeting (i.e. a total of 199,200,000 Shares based on the issued share capital of the Company as at the Latest Practicable Date and assuming no Shares are issued or repurchased before the Annual General Meeting).

An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix II to this circular.

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LETTER FROM THE BOARD

5. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE SHARES

At the annual general meeting of the Company held on 19 September 2019, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Issuance Mandate to the Directors to allot, issue and deal with additional Shares of not exceeding 20% of the total number of issued Shares of the Company as at the date of passing of the proposed ordinary resolution contained in item 7 of the notice of the Annual General Meeting (i.e. a total of 398,400,000 Shares based on the issued share capital of the Company as at the Latest Practicable Date and assuming no Shares are issued or repurchased before the Annual General Meeting). An ordinary resolution to extend the Issuance Mandate by adding the number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate will also be proposed at the Annual General Meeting.

The Share Repurchase Mandate and the Issuance Mandate will continue in force until (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or any applicable laws to be held; and (iii) the passing of an ordinary resolution by Shareholders in general meeting of the Company revoking or varying such mandate.

6. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 18 to 23 of this circular.

Pursuant to the Articles of Association, any vote of Shareholders at a general meeting must be taken by poll except where the chairman, pursuant to Rule 13.39(4) of the Listing Rules, in good faith decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands. An announcement on the poll results will be published by the Company after the Annual General Meeting in the manner prescribed under the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.medialink.com.hk). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the Annual General Meeting (i.e. not later than 10:00 a.m. on Tuesday, 22 September

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LETTER FROM THE BOARD

2020 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.

7. RESPONSIBILITY STATEMENT

This circular, 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 Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular 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 circular misleading.

8. RECOMMENDATION

The Directors consider that the proposed re-election of retiring Directors, adjustment to the Director's fee for independent non-executive Directors of the Company and granting of the Share Repurchase Mandate and the Issuance Mandate are in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

For and on behalf of the Board

MEDIALINK GROUP LIMITED

Chiu Siu Yin Lovinia

Chairman and Executive Director

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APPENDIX I	DETAILS OF THE DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

The following are details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting.

1. Ms. Chiu Siu Fung Noletta
   Position and Experience

Ms. Chiu Siu Fung Noletta (趙小鳳女士), aged 51, is an executive Director. She joined our Group on 27 September 2000 as the executive vice president for sales and acquisition strategies and was appointed as our Director on 29 October 2018. Ms. Noletta Chiu was promoted as the managing director - brand acquisition and licensing of our Group in May 2019. In addition, Ms. Noletta Chiu holds the position of director in Medialink Entertainment Limited, Medialink (Far East) Limited, Medialink Animation International Limited, Medialink (Shanghai) Co., Limited, Medialink Brand Management Pte Limited, Medialink Licensing Holdings Limited, Whateversmiles Limited, Whateversmiles 株式會社 and Medialink Cultural & Creative (Beijing) Limited, which are wholly-owned subsidiaries of our Company. She is responsible for supervising and providing strategic advice on the Brand Licensing Business of our Group.

Ms. Noletta Chiu began her career as a production assistant. She subsequently focused on film distribution and video shooting and secured distribution rights to films. Subsequently and prior to joining our Group, Ms. Noletta Chiu worked for the predecessor of our Group, namely Medialink International Limited which was engaged in media content distribution.

Ms. Noletta Chiu graduated with a bachelor of arts degree (major in cinema and photography) from Southern Illinois University in March 1992 for which she was entered onto the Dean's list. Ms. Noletta Chiu is also the Oxfam Hong Kong's Advisor of Resources Development on Fundraising and Communications and the member of HKTDC Design, Marketing and Licensing Services Advisory Committee (2019/2020).

Ms. Noletta Chiu was previously a director of Fuse Agency Company Limited, a private company limited by shares incorporated in Hong Kong. This company was dissolved by way of deregistration on 4 May 2012. Ms. Noletta Chiu confirmed that, to the best of her knowledge, the company was solvent and inactive at the time of its deregistration and she is not aware of any actual or potential claim that has been or will be initiated against her as a result of the dissolution.

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APPENDIX I	DETAILS OF THE DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

Length of service

Ms. Noletta Chiu was appointed as executive Director on 29 October 2018. Ms. Noletta Chiu has entered into a service contract with the Company for a term of three years commencing from 29 April 2019. Ms. Noletta Chiu is subject to retirement by rotation and re-election at annual general meetings of our Company pursuant to the Articles of Association.

Relationships

Ms. Noletta Chiu is the sister of Ms. Chiu Siu Yin Lovinia (Chairman of the Board, executive Director and Chief Executive Officer) and Ms. Chiu Siu Ling Barbara (member of the senior management). Save as disclosed, Ms. Noletta Chiu does not have any relationship with any Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of our Company.

Interests in Shares

As at the Latest Practicable Date, Ms. Noletta Chiu does not hold any interest in the Shares or underlying Shares pursuant to Part XV of the SFO.

Director's emoluments

Ms. Noletta Chiu is entitled to an annual Director's remuneration of HK$2,600,000 and discretionary bonus (which are determined by the Board with reference to the market level of remuneration and compensation paid by comparable companies, responsibilities of the Directors and performance of the Group and subject to review from time to time) as well as allowances and fringe benefits.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

Save as disclosed above, there is no information which is discloseable nor is/was Ms. Noletta Chiu involved in any other matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Ms. Noletta Chiu that need to be brought to the attention of the Shareholders.

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APPENDIX I	DETAILS OF THE DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

1. Mr. Ma Ching Fung
   Position and Experience

Mr. Ma Ching Fung (馬正鋒先生), aged 44, is an executive Director, the chief financial officer and company secretary of our Company. Mr. Ma joined our Group on 30 September 2017 and is primarily responsible for overseeing the financial management of our Group. He was appointed as our Director on 29 October 2018. In addition, Mr. Ma holds the position of director in Medialink Cultural & Creative (Beijing) Limited, which is a wholly-owned subsidiary of our Company.

Mr. Ma has over 20 years of working experience in auditing, accounting and finance in numerous positions across multiple corporations. He began his career in auditing at Price Waterhouse (presently known as PricewaterhouseCoopers), an accountancy firm, in September 1998 and served as an audit manager before he left the firm in May 2004. He served as the finance manager of Pantene Industrial Co., Limited, a private company and the finance manager of Hutchison Harbour Ring Limited, currently known as China Oceanwide Holdings Limited (stock code: 0715), the shares of which are listed on the Stock Exchange, from May 2004 to March 2005 and from March 2005 to April 2006 respectively. Mr. Ma was the group financial controller at IPE Group Limited (stock code: 0929), the shares of which are listed on the Stock Exchange, from May 2006 to September 2007 and he then served as a corporate controller and head of controlling at a private company involved in the production of primary and processed aluminium products from November 2007 to October 2012 and November 2012 to September 2017 respectively before joining our Group.

Mr. Ma graduated with a bachelor's degree in accountancy from The Hong Kong Polytechnic University in November 1998. He subsequently obtained a master's degree in business administration (Executive MBA programme) at The Chinese University of Hong Kong in November 2013 for which he was entered onto the Dean's list. He has been a fellow of The Association of Chartered Certified Accountants since March 2008, the Hong Kong Institute of Certified Public Accountants since September 2014 and The Taxation Institute of Hong Kong since September 2014. He has been an associate of The Institute of Chartered Secretaries and Administrators since December 2016 and The Hong Kong Institute of Chartered Secretaries since December 2016.

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APPENDIX I	DETAILS OF THE DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

Length of service

Mr. Ma was appointed as executive Director on 29 October 2018. Mr. Ma has entered into a service contract with our Company for a term of three years commencing from 29 April 2019. Mr. Ma is subject to retirement by rotation and re-election at annual general meetings of our Company pursuant to the Articles of Association.

Relationships

Mr. Ma does not have any relationship with any Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of our Company.

Interests in Shares

As at the Latest Practicable Date, Mr. Ma does not hold any interest in the Shares or underlying Shares pursuant to Part XV of the SFO.

Director's emoluments

Mr. Ma is entitled to an annual Director's remuneration of HK$1,501,500 with discretionary bonus, which are determined by the Board with reference to the market level of remuneration and compensation paid by comparable companies, responsibilities of the Directors and performance of the Group and subject to review from time to time.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

Save as disclosed above, there is no information which is discloseable nor is/was Mr. Ma involved in any other matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Mr. Ma that need to be brought to the attention of the Shareholders.

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APPENDIX I	DETAILS OF THE DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

1. Ms. Wong Hang Yee, JP
   Position and Experience

Ms. Wong Hang Yee, JP (黃幸怡女士), aged 48, joined our Group on 1 July 2016 and was appointed as a non-executive Director on 29 October 2018. She is primarily responsible for providing strategic advice to our Board. In addition, Ms. Wong holds the position of supervisor in Medialink Cultural & Creative (Beijing) Limited, which is a wholly-owned subsidiary of our Company.

Ms. Wong had been a consultant for Medialink Entertainment Limited since 1 July 2016. Prior to joining our Group, Ms. Wong worked at Maxim's Caterers Limited, a food and beverage catering company in Hong Kong, from February 2007 to August 2015 where her last position was head of legal. She then served as a consultant for Maxim's Caterers Limited from September 2015 to August 2016. Ms. Wong has been a consultant at Liau, Ho & Chan, a Hong Kong law firm, since September 2017.

Ms. Wong had been a member of each of the Competition Commission since May 2018, HKSAR Town Planning Board since April 2016, HKSAR Steering Committee on Review of the Regulation of Private Healthcare Facilities since October 2012, HKSAR Chinese Medicine Practitioners Board since September 2017, Audit Committee of West Kowloon District Authority since January 2017 and Hong Kong Council on Smoking and Health since October 2017. She has also been a council and court member of Hong Kong Baptist University since February 2017. She was the vice chairman of the HKSAR Human Organ Transplant Board from February 2013 to February 2019 and has been the chairman of the HKSAR Human Organ Transplant Board since February 2019.

Ms. Wong graduated with a bachelor's degree in law from the City Polytechnic of Hong Kong (currently known as the City University of Hong Kong) in December 1994. She obtained a master's degree in law from the University of London in November 1995 and was awarded the postgraduate certificate in laws from the University of Hong Kong in September 1996. She has been admitted as a solicitor in Hong Kong since September 1998 and a solicitor in England and Wales since December 1998.

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APPENDIX I	DETAILS OF THE DIRECTORS PROPOSED TO BE
	RE-ELECTED AT THE ANNUAL GENERAL MEETING

Length of service

Ms. Wong was appointed as non-executive Director on 29 October 2018. Ms. Wong has entered into a service contract with our Company for a term of three years commencing from 29 April 2019. Ms. Wong is subject to retirement by rotation and re-election at annual general meetings of our Company pursuant to the Articles of Association.

Relationships

Ms. Wong does not have any relationship with any Directors, senior management, substantial shareholders (as defined in the Listing Rules), or controlling shareholders (as defined in the Listing Rules) of our Company.

Interests in Shares

As at the Latest Practicable Date, Ms. Wong does not hold any interest in the Shares or underlying Shares pursuant to Part XV of the SFO.

Director's emoluments

Ms. Wong is entitled to an annual Director's remuneration of HK$1,440,000 with discretionary bonus, which are determined by the Board with reference to the market level of remuneration and compensation paid by comparable companies, responsibilities of the Directors and performance of the Group and subject to review from time to time.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

Save as disclosed above, there is no information which is discloseable nor is/was Ms. Wong involved in any other matters required to be disclosed pursuant to any of the requirements under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters concerning Ms. Wong that need to be brought to the attention of the Shareholders.

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APPENDIX II	EXPLANATORY STATEMENT ON
	THE SHARE REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Share Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,992,000,000 Shares of nominal value of HK$0.01 each.

Subject to the passing of the ordinary resolution set out in item 6 of the notice of the Annual General Meeting in respect of the granting of the Share Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged on the date of the Annual General Meeting, i.e. being 1,992,000,000 Shares, the Directors would be authorized under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, a total of 199,200,000 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.

2. REASONS FOR SHARE REPURCHASE

The Directors believe that the granting of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Company to repurchase its Shares in the market.

Share repurchase may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders.

3. FUNDING OF SHARE REPURCHASE

The company may only apply funds legally available for share repurchase in accordance with its Memorandum and Articles of Association, the laws of the Cayman Islands and/or any other applicable laws, as the case may be.

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APPENDIX II	EXPLANATORY STATEMENT ON
	THE SHARE REPURCHASE MANDATE

4. IMPACT OF SHARE REPURCHASE

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 March 2020) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which Shares have traded on the Stock Exchange during each of the previous 12 months up to and including the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
July, 2019	0.375	0.247
August, 2019	0.310	0.245
September, 2019	0.320	0.246
October, 2019	0.280	0.240
November, 2019	0.265	0.169
December, 2019	0.185	0.168
January, 2020	0.174	0.143
February, 2020	0.160	0.134
March, 2020	0.165	0.096
April, 2020	0.169	0.107
May, 2020	0.162	0.111
June, 2020	0.150	0.117
July, 2020 (up to the Latest Practicable Date)	0.135	0.104

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APPENDIX II	EXPLANATORY STATEMENT ON
	THE SHARE REPURCHASE MANDATE

6. GENERAL

To the best of their knowledge and having made all reasonable enquiries, none of the Directors nor any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to repurchase Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

7. TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Share Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder's interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

To the best knowledge of the Company, as at the Latest Practicable Date, Ms. Chiu Siu Yin Lovinia, held through RLA Company Limited, was interested in 1,494,000,000 Shares representing 75% of the total issued share capital of the Company. In the event that the Directors exercise the proposed Share Repurchase Mandate in full, the shareholding of Ms. Chiu Siu Yin Lovinia, held through RLA Company Limited, would be increased to approximately 83.33% of the issued share capital of the Company. The Directors are not aware of any consequences which may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued shares of the company would be in public shareholders.

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APPENDIX II	EXPLANATORY STATEMENT ON
	THE SHARE REPURCHASE MANDATE

The Directors do not propose to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code and/or result in the aggregate number of Shares held by the public shareholders falling below the prescribed minimum percentage required by the Stock Exchange.

8. SHARE REPURCHASE MADE BY THE COMPANY

During the 6 months prior to the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).

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NOTICE OF ANNUAL GENERAL MEETING

MEDIALINK GROUP LIMITED

羚 邦 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2230)

Notice is hereby given that the Annual General Meeting of Medialink Group Limited (the "Company") will be held at 24/F, Admiralty Centre 1, 18 Harcourt Road, Admiralty, Hong Kong on Thursday, 24 September 2020 at 10:00 a.m. for the following purposes:

1. To receive the audited consolidated financial statements of the Company and the reports of the directors and auditors for the year ended 31 March 2020.
2. To declare a final dividend of HK 0.21 cents per share for the year ended 31 March 2020.
3. (a) To re-elect Ms. Chiu Siu Fung Noletta as an executive director.
4. 1. To re-elect Mr. Ma Ching Fung as an executive director.
   2. To re-elect Ms. Wong Hang Yee, JP as a non-executive director.
   3. To authorize the board of directors to fix the respective directors' remuneration.
5. To approve the adjustment to director's fee for independent non-executive directors of the Company.
6. To re-appoint Ernst & Young as auditor and to authorize the board of directors to fix its remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

6. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

1. subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph
2. 1. below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined below) all the powers of the Company to repurchase its shares in accordance with all applicable laws, rules and regulations;
3. the total number of shares of the Company to be repurchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and
4. for the purposes of this resolution:
5. 1. 
      "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
   2. the conclusion of the next annual general meeting of the Company;

1. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
2. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting."

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NOTICE OF ANNUAL GENERAL MEETING

7. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT:

1. subject to compliance with the prevailing requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited and paragraph
2. 1. below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations;
3. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
4. 1. a Rights Issue (as defined below);

1. the exercise of options under a share option scheme of the Company; and
2. any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,

shall not exceed 20% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution); and

1. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;

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NOTICE OF ANNUAL GENERAL MEETING

1. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
2. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange)."

8. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of the resolutions set out in items 6 and 7 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 7 of the Notice be and is hereby extended by the addition to the aggregate number of shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of the number of shares repurchased by the Company pursuant to the mandate referred to in resolution set out in item 6 of the Notice, provided that such number of shares shall not exceed 10% of the total number of issued shares of the Company as at the date of passing of this resolution (subject to adjustment in the case of any consolidation or subdivision of shares of the Company after the date of passing of this resolution)."

For and on behalf of the Board

MEDIALINK GROUP LIMITED

Chiu Siu Yin Lovinia

Chairman and Executive Director

Hong Kong, 31 July 2020

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
2. Any shareholder of the Company entitled to attend and vote at the meeting is entitled to appoint more than one proxy to attend and vote instead of him/her. A proxy need not be a shareholder of the Company. Every shareholder present in person or by proxy shall be entitled to one vote for each share held by him/her.
3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the meeting (i.e. not later than 10:00 a.m. on Tuesday, 22 September 2020 (Hong Kong time)) or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
4. For determining the entitlement to attend and vote at the meeting, the Register of Members of the Company will be closed from Monday, 21 September 2020 to Thursday, 24 September 2020, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 18 September 2020.
5. For determining the entitlement to the proposed dividend (subject to approval by the shareholders at the Annual General Meeting), the Register of Members of the Company will be closed from Wednesday, 30 September 2020 to Wednesday, 7 October 2020, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for the proposed final dividend, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at the above address for registration not later than 4:30 p.m. on Tuesday, 29 September 2020.
6. A circular containing further details concerning items 3, 4, 6, 7 and 8 set out in the above notice will be sent to all shareholders of the Company together with the 2020 Annual Report.
7. References to time and dates in this notice are to Hong Kong time and dates.

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NOTICE OF ANNUAL GENERAL MEETING

Precautionary measures for the Annual General Meeting

Taking into account the recent developments of the coronavirus disease 2019 (COVID-19), the Company will implement the following prevention and control measures at the Annual General Meeting to safeguard the health and safety of the shareholders of the Company attending the Annual General Meeting:

1. Compulsory body temperature check will be conducted for every shareholder of the Company or proxy at the entrance of the venue. Any person with a body temperature of over 37.3 degrees Celsius will not be admitted to the venue.
2. Every shareholder of the Company or proxy is required to wear a surgical face mask throughout the meeting.
3. Every shareholder of the Company or proxy is required to complete a health declaration form before entering the venue.
4. No entry to the venue is allowed for any person who has shown any symptom of COVID-19 or is subject to quarantine order by the Government of the Hong Kong Special Administrative Region (the "Hong Kong Government").
5. Appropriate distancing and spacing in compliance with the guidances from the Hong Kong Government will be observed and as such, the Company reserves the right to limit the number of the attendees at the Annual General Meeting as may be necessary to avoid over-crowding.
6. No refreshments will be served and no corporate gifts will be distributed.

Shareholders of the Company, particularly those who are subject to quarantine in relation to COVID-19, are reminded that they may appoint any person or the chair of the Annual General Meeting as a proxy to attend and vote at the Annual General Meeting, instead of attending and voting in person. A form of proxy for use at the Annual General Meeting is enclosed with the circular and such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.medialink.com.hk).

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