Silk Road Logistics : (1) PROPOSED SHARE CONSOLIDATION; AND (2) PROPOSED CHANGE IN BOARD LOT SIZE

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.

Silk Road Logistics Holdings Limited

絲路物流控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 988)

1. 1. PROPOSED SHARE CONSOLIDATION; AND
   2. PROPOSED CHANGE IN BOARD LOT SIZE
2. PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation, pursuant to which every ten

1. issued and unissued Existing Shares of HK$0.01 each will be consolidated into one

1. Consolidated Share of HK$0.1 each.

The Share Consolidation is conditional upon, among other things, the approval by the Shareholders by way of poll at the SGM. To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholders are interested or involved in the Share Consolidation; and no Shareholders are required to abstain from voting on the relevant resolution to be proposed at the SGM to approve the Share Consolidation.

1. PROPOSED CHANGE IN BOARD LOT SIZE

As at the date of this announcement, the existing board lot size is 3,000 Existing Shares.

The Board proposes to change the board lot size for trading in Shares on the Stock Exchange from 3,000 Existing Shares to 9,000 Consolidated Shares conditional upon the Share Consolidation becoming effective.

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GENERAL

The SGM will be convened and held for the Shareholders to consider, and if thought fit, approve, among other things, the Share Consolidation.

The circular containing, among other things, further information on the Share Consolidation, and the change in board lot size, and a notice convening the SGM, is expected to be despatched to the Shareholders on or before Friday, 14 May 2021.

The Share Consolidation is subject to the satisfaction of the conditions precedent as set out in the paragraph headed "(1) Proposed Share Consolidation - Conditions of the Share Consolidation" in this announcement. Accordingly, the Share Consolidation may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.

1. PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation, pursuant to which every ten (10) issued and unissued Existing Shares of HK$0.01 each will be consolidated into one (1) Consolidated Share of HK$0.1 each.

Effects of the Share Consolidation

As at the date of this announcement, the authorised share capital of the Company is HK$2,000,000,000 divided into 200,000,000,000 Existing Shares of par value of HK$0.01 each, of which 5,989,329,877 Existing Shares have been issued as fully paid or credited as fully paid.

Assuming that no further Existing Shares are allotted, issued or repurchased between the date of this announcement and up to and including the effective date of the Share Consolidation, immediately upon the Share Consolidation becoming effective, the authorised share capital of the Company shall become HK$2,000,000,000 divided into 20,000,000,000 Consolidated Shares of par value of HK$0.1 each, of which 598,932,987 Consolidated Shares will have been issued fully paid or credited as fully paid.

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Upon the Share Consolidation becoming effective, all the Consolidated Shares will rank pari passu in all respects with each other, in accordance with the memorandum of association and bye-laws of the Company. Fractions of Consolidated Shares that arise from the Share Consolidation will not be allocated to the Shareholders otherwise entitled thereto and will be aggregated and sold for the benefit of the Company.

Other than the relevant expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation will have no effect on the consolidated net asset value of the Group, nor will it alter the underlying assets, business, operations, management or financial position of the Company or the interest of the Shareholders as a whole. The Directors believe that the Share Consolidation will not have any material adverse effect on the financial position of the Group.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the following conditions:

1. the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the SGM;
2. the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares; and
3. compliance with the relevant procedures and requirements under the applicable laws of Bermuda and the Listing Rules to effect the Share Consolidation.

Subject to the fulfilment of the conditions of the Share Consolidation, the effective date of the Share Consolidation is expected to be on Monday, 7 June 2021.

Application for listing

An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective.

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Subject to the granting of the approval of listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second trading day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by

HKSCC.

None of the Existing Shares are listed or dealt in on any other stock exchange other than the Stock Exchange, and at the time the Share Consolidation becomes effective, the Consolidated Shares in issue will not be listed or dealt in on any stock exchange other than the Stock Exchange, and no such listing or permission to deal is being or is proposed to be sought.

Reasons for the Share Consolidation

Pursuant to Rule 13.64 of Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the Stock Exchange reserves the right to require the issuer either to change the trading method or proceed with a consolidation or splitting of securities.

The "Guide on Trading Arrangements for Selected Types of Corporate Actions" issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 30 August 2019 has stated that market price of the shares at a level less than HK$0.1 will be considered as trading at extremity as referred to under Rule 13.64 of the Listing Rules.

Taking into account of the closing price of HK$0.032 per Existing Share as at the date of this announcement, the Share Consolidation would enable the Company to comply with the trading requirements under the Listing Rules.

The Share Consolidation will increase the nominal value of the Shares and will reduce the total number of Shares currently in issue. As such, it is expected that the Share Consolidation will bring about a corresponding upward adjustment in the trading price of the Shares.

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With reference to the annual results announcement of the Company for the year ended 31 December 2020, the Directors considered it appropriate for the preparation of the consolidated financial statements on a going concern basis after taking into account of the following circumstances and measures to be implemented: management of the Group will closely monitor the financial position of the Group and the Directors will make every effort

1. to secure funds as necessary to finance the business operations of the Group for the foreseeable future; and (b) to negotiate with the lender of the other borrowings and the holder of the promissory note payable for the extension of repayments of the other borrowings and the promissory note to a date when the Group has adequate working capital to serve the repayments.

As at the date of this announcement, the Company has no intention to carry out other corporate actions in the next 12 months which may have an effect of undermining or negating the intended purpose of the Share Consolidation. In order to allow the Group to continue to operate as a going concern, in the next 12 months, the Company will conduct debt and/or equity fund raising exercises when suitable fund raising opportunities arise in order to support the operations and future development of the Group. The Company will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.

The Board considers that the Share Consolidation is beneficial to and in the interests of the Company and the Shareholders as a whole.

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares, if any, will be disregarded and will not be issued to the Shareholders but all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of existing share certificates held by such holder.

Arrangement on odd lot trading

In order to facilitate the trading of odd lots of the Consolidated Shares, the Company will appoint a designated broker to provide matching service, on a best effort basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of the Consolidated Shares. Details of the odd lots trading arrangement will be set out in the circular of the Company.

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Holders of odd lots of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Shareholders who are in any doubt about the odd lots matching arrangement are recommended to consult their own professional advisers.

Exchange of share certificates for Consolidated Shares

Subject to the Share Consolidation becoming effective, which is currently expected to be on Monday, 7 June 2021, being the second Business Day immediately after the date of the SGM, the Shareholders may during the period from Monday, 7 June 2021 to Thursday, 15 July 2021 (both days inclusive) submit existing share certificates for the Existing Shares (in pink colour) to the Company's branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre,183 Queen's Road East, Hong Kong, to exchange for new share certificates for the Consolidated Shares (in blue colour) at the expense of the Company.

Shareholders should note that after the prescribed time for free exchange of share certificates, a fee of HK$2.50 (or such higher amount as may from time to time be allowed by the Stock Exchange) will be payable by the Shareholders to the branch share registrar for each share certificate issued for the Consolidated Shares or each existing share certificate for the Existing Shares submitted for cancellation, whichever the number of certificates issued or cancelled is higher.

After 4:10 p.m. on Tuesday, 13 July 2021, trading will only be in Consolidated Shares. Existing share certificates in pink colour for the Existing Shares will cease to be valid for trading and settlement purpose, but will remain valid and effective as documents of title.

Adjustments in relation to other securities of the company

As at the date of this announcement, the Company did not have any other derivatives, options, warrants, other securities or conversion rights or other similar rights which are convertible or exchangeable into, any Shares.

The Share Consolidation is subject to the satisfaction of the conditions precedent as set out in the paragraph headed "(1) Proposed Share Consolidation - Conditions of the Share Consolidation" in this announcement. Accordingly, the Share Consolidation may or may not proceed, Shareholders and potential investors are advised to exercise caution when dealing in the Shares. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers.

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1. PROPOSED CHANGE IN BOARD LOT SIZE

As at the date of this announcement, the existing board lot size is 3,000 Existing Shares.

Based on the closing price of HK$0.032 per Existing Share on the date of this announcement, the board lot value of 3,000 Existing Shares is approximately HK$96. The Board proposes to change the board lot size for trading in Shares on the Stock Exchange from 3,000 Existing Shares to 9,000 Consolidated Shares conditional upon the Share Consolidation becoming effective, so that the board lot value will attain the minimal board lot value of HK$2,000.

The effective date of the change in board lot size is expected to be on Tuesday, 22 June 2021.

The Board is of the view that the change in board lot size is appropriate and would help maintain the transaction amount for each board lot at a reasonable level.

EXPECTED TIMETABLE

The expected timetable for the Share Consolidation is set out below. The expected timetable is subject to the results of the SGM and is therefore for indicative purpose only. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this announcement refer to Hong Kong local times and dates.

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Event

Time and date

2021

Despatch date of the circular and the notice of SGM . . . . . . . . . on or before Friday, 14 May

Latest time for lodging transfer documents in order to

qualify for the attendance and voting at the SGM . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Thursday, 27 May

Closure of register of members of the Company for determining the identity of the Shareholders

entitled to attend and vote at the SGM (both dates inclusive) . . . . . . . . . Friday, 28 May to Thursday, 3 June

Latest time for lodging proxy form for the SGM . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Tuesday, 1 June

Time and date of the SGM

(or immediately after the annual general meeting

of the Company to be held on the same date) . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Thursday, 3 June

Publication of the announcement

of the poll results of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 3 June

Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 7 June

First day of free exchange of existing share certificates

for new share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . Monday, 7 June

Commencement of dealings in the Consolidated Shares . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 7 June

Original counter for trading in the Existing Shares in board lots of 3,000 Existing Shares

(in the form of existing share certificates) temporarily closes . . . . . . . . . . . . . 9:00 a.m. on Monday, 7 June

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Temporary counter for trading in the Consolidated Shares in board lots of 300 Consolidated Shares

(in the form of existing share certificates) opens . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Monday, 7 June

Original counter for trading in the Consolidated Shares in board lots of 9,000 Consolidated Shares

(in the form of new share certificates) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 22 June

Parallel trading in the Consolidated Shares (in the form of both new and existing

share certificates) commences . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 22 June

Designated broker starts to stand in the market

to provide matching services for odd lots of Consolidated Shares . . . . . . . . . 9:00 a.m. on Tuesday, 22 June

Designated broker ceases to stand in the market

to provide matching services for odd lots of Consolidated Shares . . . . . . . . . 4:00 p.m. on Tuesday, 13 July

Temporary counter for trading in the Consolidated Shares in board lots of 300 Consolidated Shares

(in the form of existing share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Tuesday, 13 July

Parallel trading in the Consolidated Shares

(in the form of both new and existing certificates) ends . . . . . . . . . . . . . . . . . . 4:10 p.m. on Tuesday, 13 July

Last day for free exchange of existing share

certificates for new certificates for the Consolidated Shares… . . . . . . . . . . . . 4:30 p.m. on Thursday, 15 July

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GENERAL

The SGM will be convened and held for the Shareholders to consider, and if thought fit, approve, among other things, the Share Consolidation. To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, no Shareholders are interested or involved in the Share Consolidation; and no Shareholders are required to abstain from voting on the relevant resolution to be proposed at the SGM to approve the Share Consolidation.

The circular containing, among other things, further information on the Share Consolidation, and the change in board lot size, and a notice convening the SGM, is expected to be despatched to the Shareholders on or before Friday, 14 May 2021.

DEFINITIONS

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

"Board"	the board of Directors
"Business Day"	a day (excluding Saturday, Sunday, public holiday and any
	day on which a tropical cyclone warning signal no. 8 or
	above is hoisted or remains hoisted between 9:00 a.m. and
	12:00 noon and is not lowered at or before 12:00 noon or on
	which a "black" rainstorm warning signal is hoisted or
	remains in effect between 9:00 a.m. and 12:00 noon and is
	not discontinued at or before 12:00 noon) on which licensed
	banks in Hong Kong are open for business throughout their
	normal business hours
"CCASS"	the Central Clearing and Settlement System established and
	operated by HKSCC
"Company"	Silk Road Logistics Holdings Limited, a company
	incorporated in Bermuda with limited liability and the
	issued Shares of which are listed on the Main Board of the
	Stock Exchange (stock code: 988)

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"Consolidated Share(s)"	ordinary share(s) of HK$0.1 each in the share capital of the
	Company upon the Share Consolidation becoming effective
"Director(s)"	the director(s) of the Company
"Existing Share(s)"	ordinary share(s) of HK$0.01 each in the share capital of the
	Company before the Share Consolidation becoming
	effective
"Group"	the Company and its subsidiaries
"HKSCC"	Hong Kong Securities Clearing Company Limited
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"SGM"	the special general meeting of the Company to be held to
	approve the Share Consolidation
"Share(s)"	the Existing Share(s) or the Consolidated Share(s), as the
	context may require
"Shareholder(s)"	holder(s) of the issued Shares
"Share Consolidation"	the proposed consolidation of every ten (10) Existing Shares
	in the share capital of the Company into one (1)
	Consolidated Share in the share capital of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

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"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"%"	per cent.
	By order of the Board
	Silk Road Logistics Holdings Limited
	Meng Fanpeng
	Executive Director
Hong Kong, 3 May 2021

As at the date of this announcement, the Board comprises three executive Directors, namely Ms. Wong Kai Ling, Ms. Yang Yi and Mr. Meng Fanpeng; one non-executive Director, namely Mr. Qin Bo; and four independent non-executive Directors, namely Ms. Choy So Yuk, Mr. Wu Zhao, Mr. Zou Mingwu and Mr. Wong Chun Hung.

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