Tradelink Electronic Commerce : Circular (Annual General Meeting - 10 May 2019)

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 AND

GENERAL MANDATE TO ISSUE SHARES

A notice convening the annual general meeting (''AGM'') of Tradelink Electronic Commerce Limited (the ''Company'') to be held on Friday, 10 May 2019 at 2 : 00 p.m. at Multi-Function Room, 1/F, Silka Tsuen Wan Hong Kong, 119 Wo Yi Hop Road, Kwai Chung, Kowloon, Hong Kong is set out on pages 11 to 13 of this circular.

The register of members will be closed from Tuesday, 7 May 2019 to Friday, 10 May 2019, 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, 10 May 2019. In order to qualify to attend and vote at the AGM, all duly completed transfer forms accompanied by the relevant share certificates and transfer forms 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, 6 May 2019.

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.

Hong Kong, 8 April 2019

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, J.P.
Executive Directors
Mr. TSE Kam Keung
Mr. CHENG Chun Chung, Andrew
Ms. CHUNG Shun Kwan, Emily
	Hong Kong, 8 April 2019
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 AND

GENERAL MANDATE TO ISSUE SHARES

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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 2018, the proposed re-election of retiring directors of the Company, the re-appointment of KPMG as the auditors of the Company and their remuneration and the general mandate proposed to be granted to the directors of the Company (the ''Directors'') to issue shares. These resolutions will be proposed at the annual general meeting of the Company (''AGM'') to be held on Friday, 10 May 2019 at 2 : 00 p.m. at Multi-Function Room, 1/F, Silka Tsuen Wan Hong Kong, 119 Wo Yi Hop Road, Kwai Chung, Kowloon, Hong Kong.

FINAL DIVIDEND

By the results announcement of the Company dated Tuesday, 26 March 2019, the board of directors of the Company (the ''Board'') recommended a final dividend of HK6.0 cents per share. The final dividend of HK6.0 cents per share is subject to Shareholders' approval at the AGM, and expected to be paid on or about Wednesday, 29 May 2019 to those Shareholders whose names appear on the register of members on Thursday, 16 May 2019.

The register of members will be closed from Thursday, 16 May 2019 to Monday, 20 May 2019, 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, 15 May 2019.

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.

REMUNERATION OF DIRECTORS

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

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S.B.S., J.P.

LETTER FROM THE BOARD

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

In relation to agenda item No. 5, KPMG, the auditors of the Company, have offered themselves for re-appointment for the year ending 31 December 2019. The Board supports the re-appointment. Shareholders should note that, in practice, the amount of auditors' remuneration for the year ending 31 December 2019 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 2019 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 1 April 2019 (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).

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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APPENDIX I

The details (as required by the Listing Rules) of the persons who are eligible and offer themselves for re-election as Directors of the Company are as follows:

NON-EXECUTIVE DIRECTORS (''NED'')

Dr. LEE Nai Shee, Harry, S.B.S., J.P.

Dr. LEE Nai Shee, Harry, S.B.S., J.P., aged 76, was appointed a Director on 19 September 2000. He is also our Chairman. He holds a Bachelor's degree in Electrical Engineering from the Imperial College, London, the United Kingdom and a Doctorate from Brown University, the United States. He joined Textile Alliance Limited in Hong Kong in 1973 and in 1983, was appointed Managing Director (title changed to Chief Executive since 2010) of TAL Apparel Limited (''TAL''), which currently employs over 25,000 employees. Dr. LEE is now the Chairman of TAL. He was a Director of The Link Management Limited (now known as Link Asset Management Limited) and of Phillips-Van Heusen Corporation. He has over 40 years' experience in the textile and garment industry. He is actively involved in a number of trade organizations in Hong Kong. He was the Chairman of the Innovation

&Technology Fund (''Textiles Projects'') Vetting Committee, council member of The Hong Kong Polytechnic University and is currently the Honorary Chairman of the Hong Kong Garment Manufacturer's Association, Honorary Chairman of Textile Council of Hong Kong Ltd, board member of Global Apparel, Footwear & Textile Initiative, Advisor, Chairman Emeritus of Hong Kong Research Institute of Textiles & Apparel Ltd and the Chairman of the Committee of Overseers of Lee Woo Sing College of the Chinese University of Hong Kong. He was named in the Queen's birthday honours list as an Officer of the British Empire (''OBE'') in 1996. He was appointed a Justice of Peace (''J.P.'') in 1997 and was awarded the Silver Bauhinia Star (''S.B.S.'') at the Fourth Anniversary of the Establishment of the HKSAR in 2001.

The Company entered into a service contract with Dr. LEE for a period of three years commencing from 11 May 2017 and expiring on the conclusion of the AGM to be held in 2020. The service contract can be terminated by the Company or Dr. LEE by giving one month's notice in writing or payment in lieu of notice. Dr. LEE is subject to rotational retirement and re-election requirement at annual general meetings pursuant to Article 100 of the Articles of Association of the Company and the Listing Rules or at such time as may be required by resolution of the Board of the Company. As an NED of the Company, Dr. LEE received an emolument of HK$110,000 in aggregate for serving on the Board, Nomination Committee and Remuneration Committee for the year ended 31 December 2018 which was determined by the Board with reference to his duties, responsibilities and prevailing market conditions. Dr. LEE Delman of the Board is a nephew of Dr. LEE. Save as disclosed above, Dr. LEE does not have any relationship with any Director, senior management or substantial or controlling shareholder(s) of the Company.

As at the Latest Practicable Date, Dr. LEE had personal interests in share options to subscribe for 1,000,000 shares of the Company and deemed interests in 101,125,000 shares of the Company through his indirect shareholding in TAL Apparel Limited and 95,673,000 shares in the Company through his direct shareholding in Eastex (HK) Limited respectively.

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