Macrolink Capital : PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

April 28, 2021 at 04:25 am

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 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 Macrolink Capital Holdings Limited, you should at once hand this circular and the accompanying 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.

MACROLINK CAPITAL HOLDINGS LIMITED

新華聯資本有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 758)

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS,

GENERAL MANDATES TO ISSUE SHARES AND

TO REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the AGM to be held at 15th Floor, COFCO Tower, 262 Gloucester Road, Causeway Bay, Hong Kong on Tuesday, 15 June 2021 at 11:00 a.m., is set out on pages 13 to 17 of this circular. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the office of the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish.

Hong Kong, 29 April 2021

		CONTENTS
			Page
DEFINITIONS	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I	- DETAILS OF RETIRING DIRECTORS PROPOSED
		TO BE RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II	-	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX III	-	NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

the annual general meeting of the Company to be held at 15th Floor, COFCO Tower, 262 Gloucester Road, Causeway Bay, Hong Kong on Tuesday, 15 June 2021 at 11:00 a.m., notice of which is set out in Appendix III on pages 13 to 17 of this circular or, where the context so admits, or any adjournment thereof

the board of Directors

the bye-lawsof the Company currently in force with any amendments thereto from time to time

the Companies Act 1981 of Bermuda (as amended from time to time)

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

the director(s) of the Company

the Company and its subsidiaries from time to time

Hong Kong dollars, the lawful currency of Hong Kong

the Hong Kong Special Administrative Region of the PRC

a general mandate granted to the Board at the annual general meeting of the Company held on 26 June 2020 to allot, issue and deal with Shares not exceeding 20% of the aggregate number of Shares comprised in the share capital of the Company in issue as at 26 June 2020

26 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

the Rules Governing the Listing of Securities on the Stock Exchange

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

DEFINITIONS

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

''AGM''

''Board''

''Bye-Law(s)''

''Companies Act''

''Company''

''Director(s)''

''Group''

''HK$''

''Hong Kong''

''Issue Mandate''

''Latest Practicable Date''

''Listing Rules''

''PRC''

DEFINITIONS

''Proposed Issue Mandate''

''Proposed Repurchase Mandate''

''Repurchase Mandate''

''SFO''

''Share(s)''

''Shareholder(s)''

''Stock Exchange''

''Takeovers Code''

''%''

a general mandate proposed to be granted to the Directors to exercise the powers of the Company to allot, issue and deal with Shares in the manner as set out in resolution no. 4 of the notice of

AGM

a general mandate proposed to be granted to the Directors to exercise the powers of the Company to repurchase Shares in the manner as set out in resolution no. 5 of the notice of AGM

a general mandate granted to the Board at the annual general meeting of the Company held on 26 June 2020 to repurchase Shares not exceeding 10% of the aggregate number of Shares comprised in the share capital of the Company in issue as at 26 June 2020

the Securities and Futures Ordinance of Hong Kong (Chapter 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time

ordinary share(s) of HK$0.10 each in the issued share capital of the Company

holder(s) of the Share(s)

The Stock Exchange of Hong Kong Limited

The Hong Kong Codes on Takeovers and Mergers and Share Buy- backs issued by the Securities and Futures Commission of Hong Kong

per cent

LETTER FROM THE BOARD

MACROLINK CAPITAL HOLDINGS LIMITED

新華聯資本有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 758)

Executive Directors:	Registered Office:
Mr. Fu Kwan (Chairman)	Clarendon House 2 Church Street
Mr. Zhang Jian	Hamilton HM 11
Mr. Zhang Bishu	Bermuda
Ms. Liu Jing
Mr. Chan Yeuk	Head Office and Principal Place of
Mr. Zhou Jianren	Business in Hong Kong:
	15/F, COFCO Tower,
Independent Non-executive Directors:	262 Gloucester Road
Mr. Lam Man Sum, Albert	Causeway Bay
Mr. Cao Kuangyu	Hong Kong
Mr. Cheung Ka Wai
	29 April 2021
To the Shareholders
Dear Sir or Madam,

PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS,

GENERAL MANDATES TO ISSUE SHARES AND

TO REPURCHASE SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with the information necessary to enable the Shareholders to make a decision on whether to vote for or against the resolutions to be proposed at the AGM relating to:

the re-election of the retiring Directors;
the grant of the Proposed Issue Mandate and the Proposed Repurchase Mandate; and
the extension of the Proposed Issue Mandate by an amount representing the aggregate nominal amount of the Shares repurchased pursuant to the Proposed Repurchase Mandate.

LETTER FROM THE BOARD

2. RE-ELECTION OF RETIRING DIRECTORS

In accordance with Bye-Law 87(1), Mr. Zhang Bishu, Ms. Liu Jing and Mr. Cheung Ka Wai shall retire by rotation from office at the AGM and, being eligible, offer themselves for re-election.

Mr. Cheung Ka Wai, an independent non-executive Director of the Company eligible for re-election at the AGM, has made an annual confirmation of independence of Rule 3.13 of the Listing Rules and abstained from voting on the resolutions of the nomination committee of the Company for considering his own nomination.

For administrative convenience and flexibility, the Board seeks to be authorised by the Shareholders to fix the remuneration of the Directors.

Biographical details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix I to this circular.

3. GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES

At the last annual general meeting of the Company held on 26 June 2020, Issue Mandate and Repurchase Mandate were granted to the Board. Both Issue Mandate and Repurchase Mandate shall expire at the conclusion of the AGM. The Directors propose to seek the approval of the Shareholders at the AGM for the grant of:

the Proposed Issue Mandate to allot, issue and deal with additional Shares up to a maximum of 20% of the issued share capital of the Company as at the date of passing of the relevant resolution;
the Proposed Repurchase Mandate to repurchase Shares up to a maximum of 10% of the issued share capital of the Company as at the date of passing of the relevant resolution; and
an extension of the Proposed Issue Mandate by an amount representing the aggregate nominal amount of the Shares repurchased pursuant to the Proposed Repurchase Mandate.

As at the Latest Practicable Date, there were 1,206,249,251 Shares in issue. Subject to the passing of the relevant ordinary resolutions and on the basis that no further Shares are issued or repurchased prior to the AGM, the Board would be allowed under the Proposed Issue Mandate to issue a maximum of 241,249,850 Shares. The Directors wish to state that they have no immediate plan to issue or repurchase any Shares pursuant to the Proposed Issue Mandate and the Proposed Repurchase Mandate.

An explanatory statement as required by the Listing Rules to be sent to the Shareholders in connection with the Proposed Repurchase Mandate is set out in Appendix II to this circular.

LETTER FROM THE BOARD

4. AGM

A notice of AGM is set out in Appendix III on pages 13 to 17 of this circular. A form of proxy for use in connection, sign with the AGM is enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete, sign and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as practicable but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish.

5. VOTING BY WAY OF POLL

According to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting must be taken by poll. Therefore, all the resolutions put to the vote at the AGM will be taken by way of poll. The chairman of the AGM will therefore demand a poll for every resolution put to the vote at the AGM pursuant to Bye-Law 66.

After the conclusion of the AGM, the results of the poll will be published on website of the Stock Exchange at www.hkexnews.hk under ''Latest Listed Company Information'' and the Company's website at http://macrolinkcapital.etnet.com.hk.

6. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

7. RECOMMENDATION

The Board considers that the proposals for (i) the re-election of the retiring Directors; (ii) the grant of the Proposed Issue Mandate and the Proposed Repurchase Mandate; and (iii) the extension of the Proposed Issued Mandate by an amount representing the aggregate nominal amount of the Shares repurchased pursuant to the Proposed Repurchase Mandate are in the best interests of the Company and its Shareholders as a whole. The Directors, therefore, recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

LETTER FROM THE BOARD

8. GENERAL INFORMATION

To the best of the Directors' knowledge, information and belief, having made all reasonable enquiries, no Shareholder is required to abstain from voting on any resolution to be proposed at the AGM.

Yours faithfully,

By Order of the Board

Macrolink Capital Holdings Limited

Fu Kwan

Chairman

APPENDIX I	DETAILS OF RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

In accordance with the Bye-Law 87(1), Mr. Zhang Bishu, Ms. Liu Jing and Mr. Cheung Ka Wai shall retire and, being eligible, offer themselves for re-election at the AGM. Their biographical details are as follows:

Mr. Zhang Bishu, aged 51, was appointed as the executive Director of the Company on 1 August 2018. Mr. Zhang Bishu is currently the senior vice president and chief accountant of Macrolink Holding Co., Ltd. (''Macrolink''). Before joining Macrolink, Mr. Zhang Bishu served in state-owned enterprises and PRC government bureau. He joined Macrolink in October 2004. He was employed as the deputy financial officer of Macrolink, the chairman of Macrolink Weihung Food Company Ltd（. 新華聯偉鴻食品有限公司）, a director and general manager of Jiayuan Cobalt Holdings Co., Ltd（. 佳遠鈷業控股有限公司）, the chief financial officer and a director of the Investment Department of Macrolink and the chairman of Macrolink Holding Group Financial Limited Liability Company（新華聯控股集團財務有限責任公司）. Mr. Zhang Bishu is also a certified accountant and registered tax agent in the PRC. He is also the executive director of Dongyue Group Limited (a company listed on the Main Board of the Stock Exchange with stock code: 0189) and a director of Macrolink International Investment Co., Ltd.

In addition, Mr. Zhang Bishu currently also acts as an executive director of Liaoning Chengda Co., Ltd. (遼寧成大股份有限公司) (a company listed on the Shanghai Stock Exchange), Sichuan Hongda Co., Ltd. (四川宏達股份有限公司) (a company listed on the Shanghai Stock Exchange), Sailun Group Co., Ltd. (a company listed on the Shanghai Stock Exchange), Asia-Pacific Property & Casualty Insurance Co., Ltd. and Daxinganling Rural Commercial Bank.

Pursuant to the service agreement entered into between the Company and Mr. Zhang Bishu, which may be terminated with 3 months' notice in writing served by either party, the directorship of Mr. Zhang Bishu will be subject to retirement by rotation and re-election pursuant to the Company's bye-laws and the Listing Rules. Mr. Zhang Bishu is entitled to receive a director's remuneration of HK$120,000 per annum which has been approved by the Remuneration Committee and the Board based on his qualifications, experience, level of responsibilities undertaken, contribution to the Company and prevailing market conditions. The director's remuneration of Mr. Zhang Bishu is subject to annual review by the Remuneration Committee and the Board.

Save as disclosed above, Mr. Zhang Bishu (i) does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company (as defined in the Listing Rules); (ii) does not have any interest in the Shares of the Company within the meaning of part XV of the SFO; and (iii) did not hold any other directorships in the last three years immediately prior to the Latest Practicable Date in public companies. There is no other information relating to the re-election of Mr. Zhang Bishu that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there are no other matters that need to brought to the attention of the Shareholders.

APPENDIX I	DETAILS OF RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

Ms. Liu Jing, aged 45, was appointed as the executive Director of the Company on 1 August 2018. Ms. Liu Jing is currently the senior vice president of Macrolink, the president of the Investment Department of Macrolink, the chairman and the general manager of Changshi Investment Co., Ltd., and the general manager of Macrolink International Investment Co., Ltd.. She joined Macrolink in 1998. Since then, Ms. Liu Jing has worked in winery, real estate and gas companies under Macrolink. She also served as the chief financial director of Overseas Finance Department of Macrolink. In 1998, Ms. Liu Jing obtained a bachelor's degree in accounting from Xiangtan University in Hunan province. She is also a certified accountant in the PRC and acts as a director of a subsidiary of the Company.

Ms. Liu Jing is currently an executive director of Shandong Organosilicone Materials Co., Ltd. (a company listed on ChiNext of the Shenzhen Stock Exchange).

Pursuant to the service agreement entered into between the Company and Ms. Liu Jing which may be terminated with 3 months' notice in writing served by either party, the directorship of Ms. Liu Jing will be subject to retirement by rotation and re-election pursuant to the Company's bye-laws and the Listing Rules. Ms. Liu Jing is entitled to receive a director's fee of HK120,000 per annum. For the year ended 31 December 2020, Ms. Liu Jing was entitled to salary of HK$972,000 per annum and mandatory provident fund benefits of approximately HK$49,000 per annum which has been approved by the Remuneration Committee and the Board based on her qualifications, experience, level of responsibilities undertaken, contribution to the Company and prevailing market conditions. The director's remuneration of Ms. Liu Jing is subject to annual review by the Remuneration Committee and the Board.

Save as disclosed above, Ms. Liu Jing (i) does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company (as defined in the Listing Rules);

does not have any interest in the Shares of the Company within the meaning of Part XV of the SFO; and (iii) did not hold any other directorships in the last three years immediately prior to the Latest Practicable Date in public companies. There is no other information relating to the re-election of Ms. Liu Jing that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Shareholders.

APPENDIX I	DETAILS OF RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED

Mr. Cheung Ka Wai, aged 63, has been an independent non-executive Director of the Company since March 2013 and is the chairman of the remuneration committee and a member of each of the audit committee and nomination committee. Mr. Cheung Ka Wai holds a Bachelor Degree in Economics and a Bachelor Degree in Law from the University of Hong Kong. He also holds two Masters Degrees respectively in Public Administration and in Laws from the University of Hong Kong. Mr. Cheung Ka Wai has worked in various government departments for 12 years, and has over 20 years in the practice of company law and civil litigation matters. Currently Mr. Cheung Ka Wai is the senior partner of Messrs. Kelvin Cheung & Co., Solicitors & Notaries. Mr. Cheung Ka Wai and his law firm have been the legal advisors of a number of companies listed on the Stock Exchange, asset fund management firms and nonprofit making organizations and charities in Hong Kong.

Mr. Cheung Ka Wai did not hold any directorship in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Cheung Ka Wai has entered into a service contract with the Company for a term of two years and is subject to retirement by rotation and re-election in accordance with the provisions of the Bye- Laws. He is entitled to an emolument in sum of HK$180,000 per annum, which is determined by the Board with reference to the performance of the Company, the duties and responsibilities of the director concerned and prevailing market condition.

Save as disclosed above, Mr. Cheung Ka Wai does not have any relationship with any other Directors, senior management or substantial or controlling Shareholders of the Company and does not hold any interests in the listed securities of the Company within the meaning of Part XV of the SFO. There is no other information relating to the re-election of Mr. Cheung Ka Wai that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed herein, there are no other matters that need to be brought to the attention of the Shareholders.

Mr. Cheung Ka Wai has confirmed that he meets the independence guidelines set out in Rule 3.13 of the Listing Rules.

APPENDIX II

EXPLANATORY STATEMENT

This explanatory statement contains the information required by the Listing Rules. Its purpose is to provide the Shareholders with all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the AGM in relation to the Proposed Repurchase Mandate.

1. LISTING RULES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their fully-paid shares on the Stock Exchange subject to certain restrictions, the most important of which are summarized below:

Source of funds

Repurchases must be made out of funds which are legally available for such purpose in accordance with the Company's constitutional documents and the laws of the jurisdiction in which the Company is incorporated or otherwise established.

Maximum number of Shares to be repurchased

A maximum of 10% of the issued share capital of the Company as at the date of passing of the relevant resolution approving the Proposed Repurchase Mandate may be repurchased on the Stock Exchange.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,206,249,251 Shares.

Subject to the passing of the relevant ordinary resolution approving the Proposed Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company would be allowed under the Proposed Repurchase Mandate to repurchase a maximum of 120,624,925 Shares, representing 10% of the total number of Shares in issue as at the date of passing such resolution, during the period up to (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 Bye-Laws or any applicable laws of Bermuda to be held; or (iii) the revocation or variation of the Proposed Repurchase Mandate by an ordinary resolution of the Shareholders in a general meeting of the Company, whichever occurs first.

3. REASONS FOR REPURCHASE

The Directors believe that the Proposed Repurchase Mandate is in the best interests of the Company and the Shareholders and will provide the Directors with the flexibility to repurchase Shares in the market when appropriate and beneficial to the Company. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

APPENDIX II

EXPLANATORY STATEMENT

4. FUNDING OF REPURCHASES

The Company is empowered by its Memorandum of Association and Bye-Laws to repurchase its Shares. The laws of Bermuda provide that repurchases may only be effected out of the capital paid up on the repurchased Shares or out of the funds of the Company otherwise available for dividend or distribution or out of proceeds of a fresh issue of Shares made for the purpose. Any premium payable on a repurchase over the par value of the Shares to be repurchased must be provided for out of funds of the Company otherwise available for dividend or distribution or out of the Company's share premium account. No repurchase may be made if on the date on which the repurchase is to be effected, there are reasonable grounds for believing that the Company is, or after the repurchase would be, unable to pay its liabilities as they become due.

5. IMPACT ON WORKING CAPITAL OR GEARING LEVEL

There may 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 December 2020) in the event that the Proposed Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Board does not propose to exercise the Proposed 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 level of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

6. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make any repurchase of Shares pursuant to the Proposed Repurchase Mandate in accordance with the Listing Rules, the applicable laws of Bermuda and the regulations set out in the Company's Memorandum of Association and Bye-Laws.

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) has any present intention to sell any of the Shares to the Company if such Proposed 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 of the Shares to the Company, or have undertaken not to do so, in the event that the granting of the Proposed Repurchase Mandate is approved by the Shareholders.

7. CONSEQUENCES OF REPURCHASE UNDER THE TAKEOVERS CODE

If on the exercise of power to repurchase Shares pursuant to the Proposed Repurchase Mandate, a Shareholder's proportionate interests in voting rights of the Company increases and such increase in shareholding will be treated as an acquisition for the purposes of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert (as defined in the Takeovers Code), could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

APPENDIX II

EXPLANATORY STATEMENT

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Mr. Fu Kwan, the Chairman and an executive Director of the Company, was ultimately interested in a total of 874,645,473 Shares, representing approximately 72.51% of the issued share capital of the Company, personally and through his controlled corporations, namely Macrolink Group Limited and Truly Industry Investment Company Limited. Assuming that Macrolink Group Limited will not dispose of its interests in the Shares nor will it acquire additional Shares, in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the AGM, the equity interest of Mr. Fu Kwan, both personally and through his controlled corporations, in the Company would be increased to approximately 80.57% of the issued share capital of the Company. Such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors do not intend to exercise the Proposed Repurchase Mandate so as to reduce the issued share capital of the Company in public hands to less than 25% (or the relevant prescribed minimum percentage required by the Stock Exchange from time to time).

8. SHARE PURCHASE MADE BY THE COMPANY

The Company has not repurchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months prior to the Latest Practicable Date.

9. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve months preceding the Latest Practicable Date are as follows:

	Share Price
	Highest	Lowest
	HK$	HK$
2020
April	0.375	0.320
May	0.345	0.270
June	0.320	0.265
July	0.315	0.250
August	0.310	0.240
September	0.285	0.190
October	0.239	0.191
November	0.219	0.173
December	0.265	0.190
2021
January	0.300	0.250
February	0.300	0.230
March	0.370	0.250
April (up to the Latest Practicable Date)	0.425	0.320

APPENDIX III

NOTICE OF AGM

MACROLINK CAPITAL HOLDINGS LIMITED

新華聯資本有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 758)

NOTICE IS HEREBY GIVEN that the annual general meeting (the ''AGM'') of Macrolink Capital Holdings Limited (the ''Company'') will be held at 15th Floor, COFCO Tower, 262 Gloucester Road, Causeway Bay, Hong Kong on Tuesday, 15 June 2021 at 11:00 a.m. for the following purposes:

To receive and consider the audited consolidated financial statements and the reports of the Directors and the auditors of the Company for the year ended 31 December 2020.
(a) To re-elect Mr. Zhang Bishu as an executive Director;
1. To re-elect Ms. Liu Jing as an executive Director;
2. To re-elect Mr. Cheung Ka Wai as an independent non-executive Director; and
3. To authorize the board of Directors of the Company (the ''Board'') to fix the Directors' remuneration.
To re-appoint HLB Hodgson Impey Cheng Limited as auditors of the Company and to authorise the Board to fix the auditors' remuneration.

As special business, to consider and, if thought fit, to pass with or without amendment(s), the following resolutions as ordinary resolutions:

4. ''THAT:

subject to paragraph (c) of this Resolution, the exercise by the Directors of the Company (the ''Directors'') during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company or securities convertible into such shares, or options, warrants or similar rights to subscribe for any shares and to make or grant offers, agreements and options which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;
the approval in paragraph (a) of this Resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the end of the Relevant Period;

APPENDIX III

NOTICE OF AGM

the aggregate nominal amount of the share capital allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval granted in paragraph
1. of this Resolution, otherwise than pursuant to:

a Rights Issue (as defined in paragraph (d) below); or
the exercise of the subscription or conversion rights attaching to any securities issued by the Company which are convertible into shares of the Company; or
the exercise of the rights under any share option scheme or similar arrangement for the time being adopted for the grant or issue to participants of options to subscribe for, or rights to acquire, shares of the Company; or
any scrip dividend 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 bye-laws of the Company,

shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this Resolution; and the approval granted in paragraph (a) of this resolution shall be limited accordingly; and

for the purpose of this Resolution:
''Relevant Period'' means the period from the passing of this Resolution until whichever is the earliest of:
1. the conclusion of the next annual general meeting of the Company;
2. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; or
3. the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.

''Rights Issue'' means an offer of shares open for a period fixed by the Company or the Directors to holders of the shares on the register of members on a fixed record date in proportion to their then holdings of such shares (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, or the requirements of any recognized regulatory body or any stock exchange, in any territory outside Hong Kong).''

APPENDIX III

NOTICE OF AGM

''THAT:
1. subject to paragraph (b) of this Resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the
  ''Stock Exchange'') or on any other stock exchange on which the shares of the Company may be listed and recognized by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
2. the aggregate nominal amount of the shares of the Company which may be repurchased by the Company pursuant to the approval in paragraph (a) of this Resolution shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this Resolution, and the said authority granted pursuant to paragraph (a) of this resolution shall be limited accordingly; and
3. for the purpose of this Resolution:
  ''Relevant Period'' means the period from the passing of this Resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company;
  2. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; or
  3. the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting.''
''THAT conditional upon Resolution No. 4 and Resolution No. 5 mentioned above being passed, the aggregate nominal amount of the shares of the Company which are repurchased, or otherwise acquired, by the Company pursuant to the authority granted to the Directors as mentioned in Resolution No. 5 shall be added to the aggregate nominal amount of the shares which may be issued pursuant to Resolution No. 4, provided that such an amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution.''

By Order of the Board

Macrolink Capital Holdings Limited

Fu Kwan

Chairman

Hong Kong, 29 April 2021

APPENDIX III

NOTICE OF AGM

Notes:

Any member of the Company entitled to attend and vote at the AGM is entitled to appoint one or, if he holds two or more shares, more proxies to attend and vote on his/her stead. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy so appointed.
In order to be valid, a form of proxy, together with any power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be lodged with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong in accordance with the instructions printed thereon as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.
The votes at the AGM will be taken by poll.
For determining the qualification as shareholders of the Company to attend and vote at the AGM, the register of members of the Company will be closed as set out below:

Latest time to lodge transfer	4:30 p.m. on Tuesday, 8 June 2021
documents for registration:
Closure of register of members:	Wednesday, 9 June 2021 to Tuesday, 15 June 2021 (both dates inclusive)
Record Date:	Tuesday, 15 June 2021

During the above closure period, no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's Hong Kong branch share registrar, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than the above-mentioned latest time.

In the case of joint holders of a share, any one of such holders may vote at the AGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders are present at the AGM personally or by proxy, the vote of that one of the such holders so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
Delivery of an instrument appointing a proxy should not preclude a member of the Company from attending and voting in person at the AGM or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.
A form of proxy for use at the AGM is enclosed together with this circular.
Due to the epidemic COVID-19 and the heightened requirements for prevention and control of its spread, the Company will implement the following precautionary measures at the principal place of meeting of the AGM against the epidemic to protect the attending Shareholders, staff and other stakeholders from the risk of infection:
1. compulsory body temperature check will be conducted for every Shareholder, proxy and other attendee at the entrance of the venue of the AGM. Any person with a body temperature of over 37.3 degrees Celsius or is exhibiting flu-like symptoms will not be admitted to the venue of the AGM;
2. every Shareholder, proxy or other attendee is required to wear surgical facial mask throughout the meeting. Any person who refuses to follow the aforesaid will not be admitted to the venue of the AGM;
3. no refreshments and souvenirs will be served; and
4. the management will be available either in person or through video/tele-conference facilities to host the AGM and answer questions from Shareholders.

APPENDIX III

NOTICE OF AGM

To the extent permitted under law, the Company reserves the right to deny entry into the venue of AGM or require any person to leave the venue of the AGM in order to ensure the safety of the attendees at the AGM.

Furthermore, in the interest of all stakeholders' health and safety and consistent with the COVID-19 guidelines for prevention and control, the Company wishes to strongly advise the Shareholders, particularly Shareholders who are unwell, subject to quarantine in relation to COVID-19 or unable to travel to attend to AGM, that they may appoint any person or the chairman of the AGM as a proxy to vote on the resolutions to be proposed at the AGM, instead of attending the AGM in person. The Company also encourages Shareholders to check the Company's website and regulatory news services for any updates in relation to the AGM that may need to be provided.

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Junefield Department Store Group Ltd. published this content on 28 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 April 2021 08:24:08 UTC.

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Macrolink Capital Holdings Limited

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Macrolink Capital : PROPOSALS FOR RE-ELECTION OF RETIRING DIRECTORS, GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES AND NOTICE OF ANNUAL GENERAL MEETING

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