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. CHINLINK INTERNATIONAL HOLDINGS LIMITED 普匯中金國際控股有限公司* (Incorporated in Bermuda with limited liability) (Stock Code: 997) DISCLOSEABLE TRANSACTION After the trading hours of the Stock Exchange on 6 December 2012, the Company, Chinlink (Xi’an), Hantai District Government and Baohe Management Committee entered into the Agreement, pursuant to which the Company agreed to pay the Deposit in the amount of RMB11.0 million (equivalent to approximately HK$13.7 million) to Hantai District Government to expedite the expropriation and auction of the Land for the development of the first phase of the Centre. As the applicable percentage ratios as defined under Rule 14.07 of the Listing Rules are more than 5% but less than 25%, the transaction contemplated under the Agreement constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules. * For identification purpose only 1 Reference is made to the announcements of the Company dated 5 April 2012 and 16 August 2012 in relation to the letter of intent and the strategic agreement with the Hanzhong Government and Hantai District Government respectively for the cooperation in the development of the Centre in Hanzhong City, Shaanxi Province, the PRC. The Board is pleased to announce that after the trading hours of the Stock Exchange on 6 December 2012, the Company, Chinlink (Xi’an), Hantai District Government and Baohe Management Committee entered into the Agreement relating to the payment of the Deposit for the Land. Details of the Agreement are set out below. THE AGREEMENT Date: 6 December 2012 Parties: (i) the Company; (ii) Chinlink (Xi’an), an indirect wholly-owned subsidiary of the Company; (iii) Hantai District Government; and (iv) Baohe Management Committee. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiry, Hantai District Government, Baohe Management Committee and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons. Baohe Management Committee is established with the approval of 中國共產黨漢中市委 員會 (the Hanzhong City Committee of the Communist Party of China*) in 2011 under the supervision of Hantai District Government and is responsible for the development, construction, marketing and management of logistics centres. 2 Subject Matter: Pursuant to the Agreement, the parties agreed that: (i) in order to expedite the land expropriation and auction for the site of the Centre, the Company shall, through Chinlink (Xi’an), pay the Deposit in the amount of RMB11.0 million (equivalent to approximately HK$13.7 million) in cash as earnest money for the participation in the development of the Centre within five Business Days from signing of the Agreement; (ii) the Deposit shall be paid, at the direction of Hantai District Government, to the designated bank account of Baohe Management Committee; (iii) Hantai District Government shall, within 300 days from the signing of the Agreement (or such later date as the parties to the Agreement may agree), complete the auction process for the Land with an area of approximately 466.85 mou for the development of the first phase of the Centre; (iv) if the Company or its wholly-owned subsidiary succeeds in the auction for the Land, the Deposit shall be returned to Chinlink (Xi’an) within five Business Days from the completion of the auction; (v) if the Company or its wholly-owned subsidiary fails in the auction for the Land, the Deposit shall be returned to Chinlink (Xi’an) within five Business Days from the completion of the auction; and (vi) if the process and procedures for the auction for the Land is not completed within 300 days from the signing of the Agreement (or such later date as the parties to the Agreement may agree), the Deposit shall be returned to Chinlink (Xi’an) within five Business Days therefrom. 3 REASONS FOR THE AGREEMENT The Group is principally engaged in providing interior decoration work, including interior design and renovation services and trading of furniture and fixtures in Hong Kong and Macau. As disclosed in the announcement of the Company dated 5 April 2012, the Company entered into the letter of intent with Hanzhong Government in relation to the exclusive right of the Company to the cooperation in the development of the Centre. Further to the letter of intent, the Company also entered into a strategic agreement with Hantai District Government in relation to the expropriation of land for the Centre on 16 August 2012 as disclosed in the announcement of the Company on the same date. The Agreement and the payment of the Deposit serve to kick off the process for the expropriation and auction of the Land. The amount of Deposit was determined after arm’s length negotiations between the Company and Hantai District Government with reference to the estimated preliminary expenses to be incurred for the expropriation of the Land. If the Company or its wholly-owned subsidiary succeeds in the auction of the Land, the development work of the Centre will commence. The Board considers that the opportunity to participate in the development of the Centre will enable the Group to enter into the integrated trade and logistics centre business in the PRC and the operation of the Centre will diversify the Group’s business and revenue base. The Board therefore considers that the terms of the Agreement are fair and reasonable and the entering into of the Agreement and the payment of the Deposit are in the interest of the Company and its shareholders as a whole. Further announcement(s) will be made by the Company as and when appropriate and in compliance with the Listing Rules when there is any material progress in the auction of the Land or the development of the Centre. LISTING RULES IMPLICATION As the applicable percentage ratios as defined under Rule 14.07 of the Listing Rules is more than 5% but less than 25%, the transaction contemplated under the Agreement constitutes a discloseable transaction for the Company under Chapter 14 of the Listing Rules. 4 DEFINITIONS “Agreement” the agreement dated 6 December 2012 entered into among the Company, Chinlink (Xi’an), Hantai District Government and Baohe Management Committee in relation to the payment of the Deposit “Baohe Management 漢中褒河物流園區建設管理委員會辦公室 (Office Committee” of the Hanzhong City Baohe Logistics Centre Building Management Committee*) “Board” the board of Director(s) “Business Day(s)” any day(s) on which banks in the PRC are open for business, excluding a Saturday, Sunday or public holiday “Centre” a construction material wholesale and logistics centre to be developed in Hanzhong City, Shaanxi Province, the PRC “Chinlink (Xi’an)” 普中裝飾工程（西安）有限公司 (Chinlink Decoration Work (Xi’an) Company Limited*), a company incorporated in the PRC with limited liability and an indirect wholly-owned subsidiary of the Company “Company” Chinlink International Holdings Limited, a company incorporated in Bermuda with limited liability, the issued shares of which are listed on the Main Board of the Stock Exchange (Stock Code : 997) “Deposit” the amount of RMB11.0 million (equivalent to approximately HK$13.7 million) to be paid by the Company through Chinlink (Xi’an) to Hantai District Government under the terms and conditions of the Agreement 5 “Director(s)” the director(s) of the Company “Group” the Company and its subsidiaries “Hantai District Government” 中國陝西省漢中市漢台區人民政府 (the local government of the Hantai District, Hanzhong City, Shaanxi Province, the PRC*) “Hanzhong Government” 中國陝西省漢中市人民政府 (the local government of Hanzhong City, Shaanxi Province, the PRC*) “Hong Kong” Hong Kong Special Administrative Region of the PRC “Land” the parcel of land with an area of approximately 466.85 mou located in Hanzhong City, Shaanxi Province, the PRC to be developed into the first phase of the Centre “Listing Rules” Rules Governing the Listing of Securities on the Stock Exchange “Macau” Macao Special Administrative Region of the PRC “PRC” the People’s Republic of China, and for the purpose of this announcement, excluding Hong Kong, Taiwan and the Macau “Stock Exchange” The Stock Exchange of Hong Kong Limited “HK$” Hong Kong dollars, the lawful currency of Hong Kong 6 “mou” a unit for measuring area, equivalent to approximately 667 square metres “RMB” Renminbi, the lawful currency of the PRC In this announcement, amounts in RMB are converted into HK$ on the basis of RMB1 = HK$1.244. The conversion rate is for illustration purpose only and should not be taken as a representation that RMB could actually be converted into HK$ at that rate or at all. By Order of the Board Chinlink International Holdings Limited Mr. Li Weibin Chairman Hong Kong, 6 December 2012 As at the date of this announcement, the Board comprises three executive Directors, namely Mr. Li Weibin, Mr. Siu Wai Yip and Ms. Lam Suk Ling, Shirley; a non-executive Director, namely Ms. Fung Sau Mui; and three independent non-executive Directors, namely Mr. Lau Chi Kit, Ms. Lai Ka Fung, May and Ms. Chan Sim Ling, Irene. * For identification purpose only 7 .