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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

(Stock Code: 1168)

  1. RESULTS OF THE RIGHTS ISSUE OF RIGHTS SHARES ON THE BASIS OF FOUR RIGHTS SHARES FOR EVERY FIVE EXISTING SHARES AT

HK$0.28 PER RIGHTS SHARE ON A NON-UNDERWRITTEN BASIS; AND

  1. ADJUSTMENT RELATING TO THE SHARE OPTIONS UNDER THE SHARE OPTION SCHEME

Reference is made to the prospectus (the "Prospectus") of Sinolink Worldwide Holdings Limited (the "Company") dated March 19, 2021 in relation to the Rights Issue. Unless otherwise specified, capitalised terms used herein shall have the same meanings as those defined in the Prospectus.

RESULTS OF THE RIGHTS ISSUE

The Board is pleased to announce that all conditions in respect of the Rights Issue have been fulfilled and the Rights Issue is unconditional as at the date of this announcement.

The Rights Issue was over-subscribed. In aggregate, 99 valid acceptances and applications in respect of a total of 6,695,359,491 Rights Shares, representing approximately 236.34% of the total number of 2,832,890,264 Rights Shares (the "Total Number of Rights Shares") offered under the Rights Issue have been received and comprised of the following:

  1. 57 valid acceptances of provisional allotments under the PALs were received for a total of 1,948,060,466 Rights Shares, representing approximately 68.77% of the Total Number of Rights Shares offered under the Rights Issue; and
  2. 42 valid applications for excess Rights Shares under the EAFs were received for a total of 4,747,299,025 Rights Shares, representing approximately 167.58% of the Total Number of Rights Shares offered under the Rights Issue.

− 1 −

Pursuant to the Undertaking, the Controlling Shareholder subscribed for 1,272,226,600 Rights Shares provisionally allotted to it under the PAL, representing approximately 44.91% of the Total Number of Rights Shares.

EXCESS APPLICATION

Based on the number of valid acceptances of provisional allotments under the PALs referred to above, 884,829,798 Rights Shares, representing approximately 31.23% of the Total Number of Rights Shares, were available for subscription under the EAFs. Such number of excess Rights Shares was insufficient to satisfy all valid applications for a total number of 4,747,299,025 Rights Shares under the EAFs.

In view of the over-subscription of the Rights Shares, the Directors consider that it is fair and equitable to allocate 884,829,798 Rights Shares to Qualifying Shareholders who applied for excess Rights Shares on a pro-rata basis of approximately 18.64% by reference to the number of excess Rights Shares applied for under each application. No reference has been made to the Rights Shares subscribed through applications by a PAL or the existing number of Shares held by Qualifying Shareholders and no preference has been given to topping-up odd lots to whole board lots.

EFFECT OF THE RIGHTS ISSUE ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the following table sets out the shareholding structure of the Company immediately before and after the completion of the Rights Issue:

Immediately before the

Immediately after the

completion of the Rights Issue

completion of the Rights Issue

No. of Shares

%

No. of Shares

%

Asia Pacific Promotion Limited

1,590,283,250

44.91

3,152,309,301

49.46

Mr. Ou and Mrs. Ou

(Note 1)

7,285,410

0.21

13,113,738

0.21

Sub-total of the Controlling

Shareholder Concert Group

1,597,568,660

45.11

3,165,423,039

49.66

Directors

Mr. Chen Wei

(Note 2)

13,500,000

0.38

13,500,000

0.21

Mr. Tang Yui Man Francis

(Note 3)

21,375,000

0.60

21,375,000

0.34

Sub-total of Directors

34,875,000

0.98

34,875,000

0.55

Public Shareholders

1,908,669,172

53.90

3,173,705,057

49.79

Total

3,541,112,832

100.00

6,374,003,096

100.00

Notes:

1. These shares are held by the joint account of Mr. Ou and Mrs. Ou.

− 2 −

  1. Mr. Chen Wei is an executive Director.
  2. Mr. Tang Yui Man Francis is a non-executive Director.

DESPATCH OF SHARE CERTIFICATES FOR RIGHTS SHARES

It is expected that share certificates for all fully-paid Rights Shares will be posted to those entitled thereto by ordinary post at their own risk by April 15, 2021 (Thursday). Refund cheques in respect of wholly or partially unsuccessful applications for excess Rights Shares are expected to be posted by April 15, 2021 (Thursday) to the applicants by ordinary post at their own risk.

COMMENCEMENT OF DEALINGS IN THE SHARES IN FULLY-PAID FORM

Dealings in the Rights Shares, in their fully-paid form, are expected to commence on the Stock Exchange at 9:00 a.m. on April 16, 2021 (Friday).

ODD LOT ARRANGEMENT

As contemplated in the Prospectus, in order to facilitate the trading of odd lots of the Shares arising from the Rights Issue, Planetree Securities Limited is appointed to match the purchase and sale of odd lots of the Shares at the relevant market price per Share for the period from April 16, 2021 (Friday) to May 7, 2021 (Friday) (both dates inclusive). Shareholders who wish to take advantage of this service either to acquire odd lots of the Shares to make up a full board lot or dispose of their odd lots of the Shares may, directly or through their broker, contact Mr. Lam of Planetree Securities Limited at 9/F, Global Trade Square, 21 Wong Chuk Hang Road, Wong Chuk Hang, Hong Kong (telephone number: (852) 2579 9878) during such period.

Holders of odd lots Shares should note that successful matching of the sale and purchase of odd lots of Shares is not guaranteed. Any Shareholder who is in any doubt about the odd lots arrangement is recommended to consult his/her/its own professional advisers.

ADJUSTMENT RELATING TO THE OUTSTANDING SHARE OPTIONS

Prior to the completion of the Rights Issue, the Company had 114,000,000 outstanding Share Options under the Share Option Scheme. Pursuant to the terms and conditions of the Share Option Scheme and the Listing Rules, the exercise price and/or the number of the Shares to be issued upon exercise of the Share Options under the Share Option Scheme will be adjusted.

As a result of the Rights Issue, the Company has calculated the necessary adjustments (the "Share Options Adjustment") to the exercise price of and the number of Shares falling to be issued upon exercise of the Share Options in accordance with the relevant terms of the Share Option Scheme, Rule 17.03(13) of the Listing Rules, the Supplementary Guidance on Main Board Listing Rules 17.03(13), and the Note Immediately After the Rule attached to the Frequently Asked Question No. 072-2020 issued by the Stock Exchange on November 6, 2020 (the "Stock Exchange Supplementary Guidance").

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The Share Options Adjustment as a result of the Rights Issue with effect from April 15, 2021 (Thursday), being the date on which the fully-paid Rights Shares are allotted and issued, is as set out below:

Immediate before completion of

Immediately after completion of

the Rights Issue

the Rights Issue

Adjusted

Number of

number of

Shares to be

Shares to be

issued upon

issued upon

Adjusted

exercise of the

Exercise price

exercise of the

exercise price

Share Options

per Share

Share Options

per Share

Date of grant

(HK$)

(HK$)

May 15, 2015

114,000,000

1.37

131,784,000

1.185

Save for the above adjustments, all other terms and conditions of the outstanding Share Options remain unchanged.

The Company's auditor, Deloitte Touche Tohmatsu, has certified in writing that the adjustments made to the exercise price and the number of Shares falling to be issued upon the exercise of the outstanding Share Options are in compliance with the requirements set out in the relevant terms of the Share Option Scheme, Rule 17.03(13) of the Listing Rules, and the Stock Exchange Supplementary Guidance.

For and on behalf of

Sinolink Worldwide Holdings Limited

Xiang Ya Bo

Chairman and Chief Executive Officer

Hong Kong, April 14, 2021

* for identification purpose only

As at the date of this announcement, the Board comprises Mr. Xiang Ya Bo (Chairman of the Board and Chief Executive Officer) and Mr. Chen Wei as executive Directors; Mr. Ou Yaping, Mr. Ou Jin Yi Hugo and Mr. Tang Yui Man Francis as non-executive Directors; and Mr. Tian Jin, Dr. Xiang Bing and Mr. Xin Luo Lin as independent non-executive Directors.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

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Sinolink Worldwide Holdings Limited published this content on 14 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 April 2021 12:52:02 UTC.