Tradelink Electronic Commerce : Circular (Annual General Meeting - 7 May 2021)

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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Tradelink Electronic Commerce Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee, or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchange 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 liabilities whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

Tradelink Electronic Commerce Limited

貿 易 通 電 子 貿 易 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 536)

NOTICE OF ANNUAL GENERAL MEETING

AND PROPOSALS FOR DECLARATION OF FINAL DIVIDEND,

RE-ELECTION OF RETIRING DIRECTORS,

RE-APPOINTMENT OF KPMG AS AUDITORS,

GENERAL MANDATE TO ISSUE SHARES AND

AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF

ASSOCIATION

A notice convening the annual general meeting (''AGM'') of Tradelink Electronic Commerce Limited (the ''Company'') to be held on Friday, 7 May 2021 at 2 : 00 p.m. at Meeting Room 636-637, 6/F, Kowloonbay International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong is set out on pages 89 to 91 of this circular.

The register of members will be closed from Tuesday, 4 May 2021 to Friday, 7 May 2021, both days inclusive, during which period no transfer of shares will be registered to determine the shareholders' entitlement to attend and vote at the AGM to be held on Friday, 7 May 2021. In order to qualify to attend and vote at the AGM, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration, no later than 4 : 30 p.m. on Monday, 3 May 2021.

Whether you are able to attend the AGM or not, you are advised to read the notice and to complete and return the enclosed form of proxy, in accordance with the instructions printed thereon, to the Company's share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM. Completion of the form of proxy and its return will not preclude you from attending, and voting at, the AGM if you so wish.

PRECAUTIONARY MEASURES FOR THE AGM

In order to safeguard the health and safety of shareholders and to prevent and control the spread of Coronavirus Disease

2019 (COVID-19), the following measures will be taken at the AGM:

1. compulsory temperature checks for attendees;
2. attendees are compulsorily required to submit a health declaration form;
3. attendees are compulsorily required to wear surgical masks; and
4. no refreshments will be served

Attendees who do not comply with the precautionary measures referred to in (1) to (3) above may be denied entry to the AGM venue, at the absolute discretion of the Company and to the extent permitted by law.

Shareholders are reminded that they may appoint the Chairman of the meeting as their proxy to vote on the relevant resolutions at the AGM as an alternative to attending the AGM in person.

Subject to the development of COVID-19, the Company may implement further procedures and precautionary measures at short notice and may issue further announcement as appropriate. Shareholders should check the Company's website (www.tradelink.com.hk) for updates on the latest arrangement of the AGM.

Hong Kong, 8 April 2021

LETTER FROM THE BOARD

Tradelink Electronic Commerce Limited

貿 易 通 電 子 貿 易 有 限 公 司

(Incorporated in Hong Kong with limited liability)

(Stock Code: 536)

Directors:	Registered Office:
	11th and 12th Floors,
Chairman and Non-executive Director	Tower B, Regent Centre,
Dr. LEE Nai Shee, Harry, S.B.S., J.P.	63 Wo Yi Hop Road,
	Kwai Chung, Hong Kong
Non-executive Directors
Dr. LEE Delman
Mr. YING Tze Man, Kenneth
Mr. YUEN Wing Sang, Vincent
Independent Non-executive Directors
Mr. CHAK Hubert
Mr. CHAU Tak Hay
Ms. CHAN Chi Yan
Mr. CHUNG Wai Kwok, Jimmy
Mr. HO Lap Kee, Sunny, M.H., J.P.
Executive Directors
Mr. TSE Kam Keung
Mr. CHENG Chun Chung, Andrew
Ms. CHUNG Shun Kwan, Emily
	Hong Kong, 8 April 2021
To the Shareholders,
Dear Sir or Madam,

NOTICE OF ANNUAL GENERAL MEETING

AND PROPOSALS FOR DECLARATION OF FINAL DIVIDEND,

RE-ELECTION OF RETIRING DIRECTORS,

RE-APPOINTMENT OF KPMG AS AUDITORS,

GENERAL MANDATE TO ISSUE SHARES AND

AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF

ASSOCIATION

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LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to provide shareholders (the ''Shareholders'') of Tradelink Electronic Commerce Limited (the ''Company'') with information regarding the declaration of a final dividend for the year ended 2020, the proposed re-election of retiring directors of the Company, the re-appointment of KPMG as the auditors of the Company and their remuneration, the general mandate proposed to be granted to the directors of the Company (the ''Directors'') to issue shares and amendments to the memorandum and articles of association. These resolutions will be proposed at the annual general meeting of the Company (''AGM'') to be held on Friday, 7 May 2021 at 2 : 00 p.m. at Meeting Room 636-637, 6/F, Kowloonbay International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong.

FINAL DIVIDEND

By the results announcement of the Company dated Tuesday, 23 March 2021, the board of directors of the Company (the ''Board'') recommended a final dividend of HK7.25 cents per share. The final dividend of HK7.25 cents per share is subject to Shareholders' approval at the AGM, and expected to be paid on or about Wednesday, 26 May 2021 to those Shareholders whose names appear on the register of members on Thursday, 13 May 2021.

The register of members will be closed from Thursday, 13 May 2021 to Monday, 17 May 2021, both days inclusive, during which period no transfer of shares will be registered. In order to qualify for the final dividend, all duly completed transfer forms accompanied by the relevant share certificates must be lodged with the Company's share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong for registration, no later than 4 : 30 p.m. on Wednesday, 12 May 2021.

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 100 of the Articles of Association of the Company, at each AGM one half of the Directors for the time being (or, if their number is not a multiple of two, then the number nearest to but not greater than one half) shall retire from office. Dr. LEE Nai Shee, Harry, S.B.S., J.P., Dr. LEE Delman, Mr. YING Tze Man, Kenneth, Ms. CHAN Chi Yan, Mr. TSE Kam Keung and Mr. CHENG Chun Chung, Andrew will retire at the AGM. All retiring Directors, being eligible, will offer themselves for re-election at the AGM. It is proposed that Dr. LEE Nai Shee, Harry, S.B.S., J.P., Dr. LEE Delman, Mr. YING Tze Man, Kenneth, Ms. CHAN Chi Yan, Mr. TSE Kam Keung and Mr. CHENG Chun Chung, Andrew, be re-elected at the AGM.

Pursuant to the Rules Governing the Listing of Securities (the ''Listing Rules'') on The Stock Exchange of Hong Kong Limited (the ''SEHK''), the particulars of these retiring Directors to be re-elected are set out in Appendix I of this circular.

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LETTER FROM THE BOARD

REMUNERATION OF DIRECTORS

Shareholders are invited to authorize the Board to review and determine the remuneration of the Directors at the AGM.

RE-APPOINTMENT OF KPMG AS AUDITORS OF THE COMPANY AND THEIR REMUNERATION

In relation to resolution 5, KPMG, the auditors of the Company, have offered themselves for re-appointment for the year ending 31 December 2021. The Board supports the re-appointment. Shareholders should note that, in practice, the amount of auditors' remuneration for the year ending 31 December 2021 cannot be determined at the beginning of the financial year for the reason that auditors' remuneration for any given year varies by reference to, inter alia, the scope and extent of the audit work which is undertaken during that year. Shareholders will be asked to delegate the authority to the Directors to fix the auditors' remuneration for the year ending 31 December 2021 at the AGM.

GENERAL MANDATE TO ISSUE SHARES

An ordinary resolution will be proposed at the AGM to seek Shareholders' approval to allot, issue and deal with new shares up to a limit of 20 percent of the total number of shares in the share capital of the Company in issue at the date of the passing such resolution (approximately equivalent to 158,926,744 shares). The total number of issued shares in the Company was 794,633,719 shares on 26 March 2021 (the ''Latest Practicable Date'' being the latest practicable date prior to the bulk printing of this circular for ascertaining certain information contained in this circular).

PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 23 March 2021 in relation to the proposed amendments to the existing Memorandum and Articles of Association.

In order to update the constitutional document of the Company, to bring it in line with changes to the legislations, rules and regulations, especially the Companies Ordinance (Cap. 622 of the Laws of Hong Kong) and the Listing Rules, as well as to enhance administrative efficiency and for housekeeping purposes, the Board proposes to abolish the existing Memorandum of Association of the Company and to adopt a new set of Articles of Association of the Company to replace the existing Articles of Association of the Company.

In view of the substantial amount of amendments proposed to be made to the existing Memorandum and Articles of Association, the Board proposes that the new Articles of Association, as a new set of Articles of Association of the Company consolidating all proposed amendments, be adopted in substitution for and to the exclusion of the existing Memorandum and Articles of Association. The proposed amendments to the existing Memorandum and Articles of Association are subject to the approval of the Shareholders

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S.B.S., J.P.

LETTER FROM THE BOARD

by way of a special resolution at the AGM. The new Articles of Association will become the single constitutional document of the Company with effect from the date of passing the relevant special resolution at the AGM.

A copy of the new Articles of Association (marked-up against the existing Memorandum and Articles of Association) is set out in the Appendix II to this circular. The Chinese translation of the new Articles of Association set out in the Chinese version of this circular is for reference only. In case there is any discrepancy or inconsistency between the English and Chinese versions, the English version shall prevail.

A copy of the new Articles of Association will also be available for inspection at the registered office of the Company at 11/F & 12/F, Tower B, Regent Centre, 63 Wo Yi Hop Road, Kwai Chung, Hong Kong during normal business hours from 9 : 00 a.m. to 6 : 00 p.m. on any day from Monday to Friday (excluding Public Holidays) from the date of this circular up to and including 7 May 2021 (the date of AGM).

The legal advisers to the Company have confirmed that the proposed amendments conform with the applicable requirements of the Listing Rules and the laws of Hong Kong. The Company has confirmed that there is nothing unusual about the proposed amendments for a company listed in Hong Kong.

ANNUAL GENERAL MEETING

The resolutions to be proposed at the AGM are set out in full in the Notice of Annual General Meeting.

After the conclusion of the AGM, the poll results will be published on the respective websites of HKEXnews of the Hong Kong Exchange and Clearing Limited at www.hkexnews.hk and the Company at www.tradelink.com.hk. The result of the poll shall be deemed to be a resolution of the meeting at which the poll was demanded or required.

RECOMMENDATION

The Directors (including Independent Non-executive Directors) are of the opinion that all the proposed resolutions are in the interests of the Company and the Shareholders as a whole and so recommend the Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

Yours faithfully,

On behalf of the Board

Dr. LEE Nai Shee, Harry,

Chairman

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