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 a 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 Huiyin Smart Community Co., Ltd., you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or the 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.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

HUIYIN SMART COMMUNITY CO., LTD.

匯 銀 智 慧 社 區 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1280)

      1. PROPOSED SHARE CONSOLIDATION
    1. PROPOSED CHANGE OF COMPANY NAME AND
  1. NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening the EGM to be held at 9:30 a.m. on Friday, 3 January 2020 at Conference Room, 11th Floor, Block 1, Wangjing Chengying Centre, Laiguangying West Road, Chaoyang District, Beijing, the PRC is set out on pages EGM-1 to EGM-3 of this circular. A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.hyjd.com).

Whether or not you are able to attend the EGM, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Registrar at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

16 December 2019

CONTENTS

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. 1

Expected Timetable for the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. 3

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. 5

Notice of the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

EGM.-1

− i −

DEFINITIONS

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

"Board"

the board of Directors

"Business Day"

a day (other than Saturday, Sunday or public holiday) on

which the Stock Exchange is open for trading and on which

banks are open for business in Hong Kong

"CCASS"

the Central Clearing and Settlement System established and

operated by HKSCC

"Change of Company Name"

the proposed change of the English name of the Company

from "Huiyin Smart Community Co., Ltd." to "Qidian

International Co., Ltd." and its dual foreign name in Chinese

from "匯銀智慧社區有限公司" to "奇點國際有限公司"

"Company"

Huiyin Smart Community Co., Ltd. (Stock Code: 1280), a

company incorporated in the Cayman Islands with limited

liability, the shares of which is listed on the Main Board of

the Stock Exchange

"Consolidated Share(s)"

ordinary share(s) of US$0.02 each in the share capital of the

Company after the Share Consolidation becoming effective

"Director(s)"

the director(s) of the Company

"EGM"

the extraordinary general meeting of the Company to be

convened and held at 9:30 a.m. on Friday, 3 January 2020 at

Conference Room, 11th Floor, Block 1, Wangjing Chengying

Centre, Laiguangying West Road, Chaoyang District, Beijing,

the PRC for the Shareholders to consider and, if thought fit,

approve the Share Consolidation and the Change of Company

Name

"Existing Share(s)"

ordinary share(s) of US$0.001 each in the existing share

capital of the Company prior to the Share Consolidation

becoming effective

"Group"

the Company and its subsidiaries

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

"HKSCC"

Hong Kong Securities Clearing Company Limited

"Hong Kong"

Hong Kong Special Administrative Region of the PRC

− 1 −

DEFINITIONS

"Latest Practicable Date"

10 December 2019, being the latest practicable date prior to

the printing of this circular for ascertaining certain

information contained herein

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock

Exchange (as amended from time to time)

"PRC"

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

"Registrar"

the share registrar and transfer office of the Company in

Hong Kong, Tricor Investor Services Limited, the address of

which is Level 54, Hopewell Centre, 183 Queen's Road East,

Hong Kong

"Share Consolidation"

the proposed consolidation of every twenty (20) issued and

unissued Existing Shares into one (1) Consolidated Share

"Share Option Scheme"

the share option scheme of the Company adopted on 5 March

2010

"Share Options"

outstanding share options granted under the Share Option

Scheme

"Shareholders"

registered holder(s) of the Existing Share(s) and/or the

Consolidated Share(s), as the case may be

"Share(s)"

the Existing Share(s) or the Consolidated Share(s), as the

content may require

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"US$"

United States dollars, the lawful currency of the United States

of America

− 2 −

EXPECTED TIMETABLE FOR THE SHARE CONSOLIDATION

The expected timetable for implementation of the Share Consolidation is set out below:

Latest date and time for lodging transfers of the

Existing Shares for attending and voting at the

EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Friday, 27 December 2019

Determining closure of register of members for the

entitlements to attend and vote at the EGM . . . . . . . . . . . . . . . . Monday, 30 December 2019 to Friday, 3 January 2020 (both days inclusive)

Latest date and time for lodging form of proxy for

the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9:30 a.m. on Wednesday, 1 January 2020

Date and time of the EGM . . . . . . . . . . . . . . . . . . . . . . .

. . . 9:30 a.m. on Friday, 3 January 2020

Publication of the announcement of poll results of

the EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . Friday, 3 January 2020

The following events are conditional on the fulfilment of the conditions for the

implementation of the Share Consolidation:

Effective date of the Share Consolidation . . . . . . . . . . . .

. . . . . . . . . . . . Tuesday, 7

January 2020

First day of free exchange of existing share

certificates for new share certificates for the

Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . Tuesday, 7

January 2020

Dealing in the Consolidated Shares commences . . . . . . .

. . 9:00 a.m. on Tuesday, 7

January 2020

Original counter for trading in the Existing Shares

in board lot of 2,000 Shares (in the form of

existing share certificates) temporarily closes . . . . . . .

. . 9:00 a.m. on Tuesday, 7

January 2020

Temporary counter for trading in the Consolidated

Shares in board lot of 100 Consolidated Shares

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

January 2020

Original counter for trading in the Consolidated

Shares in board lot of 2,000 Consolidated Shares

(in the form of new share certificates) re-opens

. . . . . . 9:00 a.m. on Tuesday, 21

January 2020

Parallel trading in the Consolidated Shares (in the

form of new share certificates in board lot of

2,000 Consolidated Shares and existing share

certificates in board lot of 100 Consolidated

Shares) commences . . . . . . . . . . . . . . . . . . . . . .

. . . . . . 9:00 a.m. on Tuesday, 21

January 2020

− 3 −

EXPECTED TIMETABLE FOR THE SHARE CONSOLIDATION

Designated broker starts to stand in the market to provide matching services for the sale and

purchase of odd lots of Consolidated Shares . . . . . . . . . 9:00 a.m. on Tuesday, 21 January 2020

Temporary counter for trading in board lot of 100

Consolidated Shares (in the form of existing

share certificates) closes . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Wednesday, 12 February 2020

Parallel trading in the Consolidated Shares (in the form of new share certificates in board lot of 2,000 Consolidated Shares and existing share certificates in board lot of 100 Consolidated

Shares) ends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:10 p.m. on Wednesday, 12 February 2020

Designated broker ceases to stand in the market to provide matching services for the sale and

purchase of odd lots of Consolidated Shares . . . . . . 4:10 p.m. on Wednesday, 12 February 2020

Latest date and time for free exchange of existing share certificates for new share certificates for

the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Friday, 14 February 2020

All times and dates specified in the timetable above refer to Hong Kong times and dates.

The timetable is indicative only and may be extended or varied. Any change to the expected timetable above will be announced by the Company as and when appropriate.

− 4 −

LETTER FROM THE BOARD

HUIYIN SMART COMMUNITY CO., LTD.

匯 銀 智 慧 社 區 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1280)

Executive Directors:

Registered Office:

Mr. Yuan Li (Chairman)

Floor 4 Willow House

Mr. Xu Xinying

Cricket Square P.O. Box 2804

Mr. Xin Kexia (Chief Executive Officer)

Grand Cayman KY1-1112

Ms. Liu Simei

Cayman Islands

Non-executive Director:

Principal place of business and

Ms. Xu Honghong

head office in the PRC:

6/F, Tower 2, Guotai Building

Independent Non-executive Directors:

No. 440 Wenchang Xi Road

Mr. Zhao Jinyong

Yangzhou City

Mr. Chen Rui

Jiangsu Province

Mr. Fung Tak Choi

PRC

Principal place of business in Hong Kong:

Level 54, Hopewell Centre

183 Queen's Road East

Hong Kong

16 December 2019

To the Shareholders

Dear Sir/Madam,

      1. PROPOSED SHARE CONSOLIDATION
    1. PROPOSED CHANGE OF COMPANY NAME AND
  1. NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 3 December 2019 in relation to the Share Consolidation and the Change of Company Name.

− 5 −

LETTER FROM THE BOARD

The purpose of this circular is to provide you with further information on, among other things,

(i) the Share Consolidation; (ii) the Change of Company Name; and (iii) a notice convening the EGM.

  1. PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every twenty (20) issued and unissued Existing Shares of US$0.001 each in the share capital of the Company will be consolidated into one (1) Consolidated Share of US$0.02 each in the share capital of the Company.

Effect of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company is US$4,000,000.00 divided into 4,000,000,000 Existing Shares of US$0.001 each, of which 2,537,960,017 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 Latest Practicable Date and the date of the EGM, the authorised share capital of the Company will become US$4,000,000.00 divided into 200,000,000 Consolidated Shares of US$0.02 each, of which 126,898,000 Consolidated Shares (which are fully paid or credited as fully paid) will be in issue immediately upon the Share Consolidation becoming effective.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation of the Share Consolidation is not expected to alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders, save for any fractional Consolidated Shares to which Shareholders may be entitled (details of which are set out in the paragraph headed "Fractional entitlement to Consolidated Shares" below).

Conditions of the Share Consolidation

The Share Consolidation will be subject to the following conditions:

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

The Share Consolidation will become effective on the next Business Day immediately following the fulfilment of the above conditions.

− 6 −

LETTER FROM THE BOARD

Listing Application

Application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares.

Subject to the granting of the 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, upon the Share Consolidation becoming effective, 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 settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

The Consolidated Shares will be identical in all respects and rank pari passu in all respects with each other as to all future dividends and distributions which are declared, made or paid. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS.

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 becoming 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 in is being or is proposed to be sought.

Board lot size

The Existing Shares are currently traded on the Stock Exchange in the board lot size of 2,000 Existing Shares. Upon the Share Consolidation becoming effective, the board lot size for trading in the Consolidated Shares will remain as 2,000 Consolidated Shares.

Based on the closing price of HK$0.085 per Existing Share (equivalent to the theoretical closing price of HK$1.70 per Consolidated Share) as quoted on the Stock Exchange as at the Latest Practicable Date, the market value of each board lot of the Existing Shares is HK$170 and the theoretical market value of each board lot of the Consolidated Shares, assuming the Share Consolidation had become effective, would be HK$3,400.

Fractional entitlement to Consolidated Shares

Any fractional Consolidated Shares arising from the Share Consolidation 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 benefits 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.

− 7 −

LETTER FROM THE BOARD

Shareholders concerned about losing out any fractional entitlement are recommended to consult their licensed securities dealer, bank manager, solicitor, professional accountant and/or other professional adviser and may wish to consider the possibility of buying or selling a sufficient number of Existing Shares to make up an entitlement to receive a whole number of Consolidated Shares.

Free exchange of share certificates

Subject to the Share Consolidation becoming effective, Shareholders may, on or after Tuesday, 7 January 2020 until Friday, 14 February 2020 (both days inclusive), submit the existing share certificates (in pink colour) for the Existing Shares to the Registrar at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, to exchange, at the expense of the Company, for new share certificates (in sky blue colour) for the Consolidated Shares, on the basis of every twenty (20) Existing Shares for one (1) Consolidated Share without any fractional Consolidated Share. Thereafter, existing share certificates for Existing Shares will be accepted for exchange only on payment of a fee of HK$2.50 to the Registrar (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each share certificate for the Existing Shares submitted for cancellation or each new share certificate issued for the Consolidated Shares, whichever the number of certificates cancelled/issued is higher. After 4:30 p.m. on Friday, 14 February 2020, existing share certificates for the Existing Shares will only remain effective as documents of title and may be exchanged for certificates for the Consolidated Shares at any time but will not be accepted for delivery, trading and settlement purposes. It is expected that the new share certificates for the Consolidated Shares will be available for collection within 10 business days after the submission of the existing share certificates to the Registrar for exchange.

Arrangement on odd lot trading

In order to facilitate the trading of odd lots (if any) of the Consolidated Shares arising from the Share Consolidation, the Company has appointed Global Mastermind Securities Limited as an agent to provide odd lot matching services, on a best effort basis, regarding the sale and purchase of odd lots of the Consolidated Shares from 9:00 a.m. on Tuesday, 21 January 2020 to 4:10 p.m. on Wednesday, 12 February 2020 (both days inclusive). 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 should contact Mr. Lee Geng Rong of Global Mastermind Securities Limited at 25/F, Nam Wo Hong Building, 148 Wing Lok Street, Sheung Wan, Hong Kong or at (852) 2763 3919 during the office hours (i.e. 9:00 a.m. to 6:00 p.m.) of such period.

Shareholders with odd lot holdings of the Consolidated Shares should note that the matching of the sale and purchase of odd lots of the Consolidated Shares is on a best efforts basis. Successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed.

Adjustments in relation to other securities of the Company

As at the Latest Practicable Date, there are outstanding Share Options for subscription of an aggregate of 32,880,000 Existing Shares under the Share Option Scheme. The Share Consolidation may lead to adjustments to the exercise price and/or the number of Consolidated Shares falling to be issued upon exercise of the outstanding Share Options pursuant to the terms and conditions of the Share Option Scheme and the Listing Rules. The Company will make further announcement(s) on such adjustments as and when appropriate.

− 8 −

LETTER FROM THE BOARD

Save for the aforesaid, the Company has no other outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Existing Shares or Consolidated Shares, as the case may be, as at the Latest Practicable Date.

Reasons for the Share Consolidation

Pursuant to Rule 13.64 of the 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 issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. In addition, according to the "Guide on Trading Arrangements for Selected Types of Corporate Actions" issued by the Stock Exchange on 28 November 2008 and updated on 30 August 2019, taking into account the minimum transaction costs for a securities trade, the expected value per board lot should be greater than HK$2,000. In view of the recent trading price(s) of the Existing Shares and the value of each board lot of the Existing Shares being less than HK$2,000, the Board proposes to implement the Share Consolidation. It is expected that the Share Consolidation would bring about a corresponding upward adjustment in the trading price of the Consolidated Shares on the Stock Exchange and allow the value of each board lot to be increased to more than HK$2,000 and thereby complying with the above-mentioned trading requirements of the Stock Exchange.

Trading of the Existing Shares was suspended between 26 March 2018 to 10 November 2019. Since the resumption of trading on 11 November 2019, the average closing price of the Existing Shares up to and including the Latest Practicable Date is approximately HK$0.106.

In view of the prevailing trading price of the Existing Shares which is approaching the above mentioned threshold of extremities and the value per board lot being less than HK$2,000, the Board proposes to implement the Share Consolidation. The proposed Share Consolidation will increase the nominal value of the Shares and reduce the number of Shares currently in issue. It is expected to bring about a corresponding upward adjustment in the trading price per Consolidated Shares on the Stock Exchange and increase the trading value of each board lot to a reasonable level. It will also reduce the overall transaction and handling costs of dealings in the Shares as a proportion of the market value of each board lot, since most of the banks/securities houses will charge a minimum transaction costs for each securities trade. The Board believes that the higher trading price of the Consolidated Shares will enhance the Company's corporate image and therefore attract investors to invest in the Company which is beneficial to both the Company and the Shareholders.

Given the foregoing, the Company considers the proposed Share Consolidation is justifiable in light of the potential costs and to maintain compliance with the Listing Rules. Accordingly, the Directors consider that the Share Consolidation is beneficial to and in the interests of the Company and the Shareholders as a whole.

− 9 −

LETTER FROM THE BOARD

As at the Latest Practicable Date, 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, and the Company does not have any concrete plan to conduct any fund raising activities in the next 12 months. However, the Board cannot rule out the possibility that the Company will conduct debt and/or equity fund raising exercises when suitable fund raising opportunities arise in order to support future development of the Group. The Company will make further announcement in this regard in accordance with the Listing Rules as and when appropriate.

(II) PROPOSED CHANGE OF COMPANY NAME

The Company proposes to change its English name from "Huiyin Smart Community Co., Ltd." to "Qidian International Co., Ltd." and its dual foreign name in Chinese from "匯銀智慧社區有限公

" to "奇點國際有限公司".

Conditions of the Proposed Change of Company Name

The Change of Company Name will be subject to the following conditions:

  1. the passing of a special resolution by the Shareholders at the EGM approving the Change of Company Name; and
  2. the approval being granted by the Registrar of Companies in the Cayman Islands for the Change of Company Name.

The relevant filing with the Registrar of Companies in the Cayman Islands will be made after the passing of the special resolution at the EGM. Subject to the satisfaction of the conditions set out above, the Change of Company Name will take effect from the date on which the Registrar of Companies in the Cayman Islands enters the new English name and dual foreign name in Chinese of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands in place of the existing name and issues a certificate of incorporation on change of name. Thereafter, the Company will carry out all necessary filing procedures with the Companies Registry in Hong Kong.

Effects of the Proposed Change of Company Name

The Change of Company Name is not expected to affect any rights of the existing Shareholders nor the Company's daily business operation and its financial position. All the existing share certificates of the Company in issue bearing the existing name of the Company will, upon the Change of Company Name becoming effective, continue to be evidence of title to such Shares and will continue to be valid for trading, settlement, registration and delivery of such Shares. There will not be any arrangement for free exchange of the existing share certificates of the Company for new share certificates printed in the new names of the Company. Upon the Change of Company Name becoming effective, all new share certificates will only be issued in the new English and dual foreign name in Chinese of the Company.

− 10 −

LETTER FROM THE BOARD

In addition, subject to the confirmation by the Stock Exchange, the English and Chinese stock short names for trading of the Shares on the Stock Exchange and the logo of the Company will also be changed after the Change of Company Name has become effective.

Reasons for the Change of Company Name

The Board is of the view that the Change of Name will better reflect the current business focus of the Group and its direction of future development. The Board considers that the proposed new English name and the dual foreign name in Chinese of the Company will provide the Group with a new corporate identity and image and enhance the Company's brand identity in the context of its future business development. Therefore, the Board believes that the Change of Name is in the best interests of the Company and the Shareholders as a whole.

(III) EGM

A notice of the EGM to be held for the Shareholders at 9:30 a.m. on Friday, 3 January 2020 at Conference Room, 11th Floor, Block 1, Wangjing Chengying Centre, Laiguangying West Road, Chaoyang District, Beijing, the PRC is set out on pages EGM-1 to EGM-3 of this circular for the purpose of considering, and, if thought fit, to approve the Share Consolidation and the Change of Company Name.

A form of proxy for use at the EGM is enclosed. Whether or not you intend to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Registrar at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the EGM.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, no Shareholders are required to abstain from voting on the resolutions proposed at the EGM.

In order to determine the list of shareholders who will be entitled to attend and vote at the EGM, the register of members of the Company will be closed for registration of transfer of Shares from Monday, 30 December 2019 to Friday, 3 January 2020 (both days inclusive) during which period no transfer of Shares will be effected. Shareholders whose names appear on the register of members of the Company on Friday, 3 January 2020 shall be entitled to attend and vote at the EGM. In order for the Shareholders to qualify for attending and voting at the EGM, all transfer documents, accompanied by the relevant share certificates, should be lodged for registration with the Registrar at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong on or before 4:30 p.m. on Friday, 27 December 2019.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Accordingly, the resolutions proposed at the EGM will be taken by way of poll. An announcement on the poll results will be made by the Company after the EGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

− 11 −

LETTER FROM THE BOARD

(IV) RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and is not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

(V) RECOMMENDATION

The Board considers that the proposed resolutions in relation to the Share Consolidation and Change of Company Name to be put forward at the EGM are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends all Shareholders to vote in favour of the resolutions to be proposed at the EGM.

(VI) WARNING

Shareholders should take note that the Share Consolidation and the Change of Company Name are conditional upon satisfaction of the respective conditions set out above. Therefore, the Share Consolidation and/or the Change of Company Name may or may not proceed.

Shareholders and potential investors are advised to exercise caution when dealing in the Shares of the Company, and if they are in any doubt about their position, they should consult their professional advisers.

Yours faithfully,

On Behalf of the Board

Huiyin Smart Community Co., Ltd.

Yuan Li

Chairman

− 12 −

NOTICE OF THE EGM

HUIYIN SMART COMMUNITY CO., LTD.

匯 銀 智 慧 社 區 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1280)

NOTICE IS HEREBY GIVEN that the extraordinary general meeting of Huiyin Smart Community Co., Ltd. (the "Company") will be held at 9:30 a.m. on Friday, 3 January 2020 at Conference Room, 11th Floor, Block 1, Wangjing Chengying Centre, Laiguangying West Road, Chaoyang District, Beijing, the People's Republic of China (the "EGM") for the purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTION

1. "THAT subject to and conditional upon the granting of approval by the Listing Committee of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") of the listing of, and permission to deal in, the issued shares of the Company consolidated in the manner as set out in paragraph (a) of this resolution below (the "Share Consolidation"):

  1. with effect from the next business day immediately following the date on which this resolution is passed or the above condition is fulfilled (whichever is later):
    1. every twenty (20) issued and unissued ordinary shares of US$0.001 each in the share capital of the Company be consolidated into one (1) consolidated share of US$0.02 each (each a "Consolidated Share"), such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions as contained in the articles of association of the Company; and
    2. all fractional Consolidated Shares will be disregarded and not issued to the shareholders of the Company but all such fractional Consolidated Shares will be aggregated, and if possible, sold for the benefits for the Company; and
  2. any one or more of directors of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents, including under seal where applicable, as he/she/they consider necessary, desirable or expedient to give effect to the foregoing arrangement for the Share Consolidation."

− EGM-1 −

NOTICE OF THE EGM

SPECIAL RESOLUTION

2. "THAT subject to and conditional upon the approval of the Registrar of Companies in the Cayman Islands, the English name of the Company be changed from "Huiyin Smart Community Co., Ltd." to "Qidian International Co., Ltd.", and its dual foreign name in Chinese from "匯銀智慧社區有限公司" to "奇點國際有限公司" (the "Change of Company Name") and that any one or more of the directors of the Company be and is/are hereby authorised to do all such acts, deeds and things and execute all such documents as he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Change of Company Name and to attend to any necessary registration and/or filing for and on behalf of the Company."

By order of the Board

Huiyin Smart Community Co., Ltd.

Yuan Li

Chairman

Yangzhou, PRC, 16 December 2019

Notes:

  1. All resolutions at the EGM will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the articles of association of the Company. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.
  2. Any Shareholder of the Company entitled to attend and vote at the EGM is entitled to appoint more than one proxy (who must be an individual) to attend and vote instead of him. A proxy need not be a Shareholder 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 is so appointed.
  3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Delivery of the form of proxy shall not preclude a Shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

− EGM-2 −

NOTICE OF THE EGM

4. The Register of Members of the Company will be closed from Monday, 30 December 2019 to Friday, 3 January 2020, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the EGM, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company's share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. (Hong Kong time) on Friday, 27 December 2019.

As at the date of this notice, the Board comprises four executive Directors, namely Mr. Yuan Li, Mr. Xu Xinying, Mr. Xin Kexia and Ms. Liu Simei, one non-executive Director, namely Ms. Xu Honghong and three independent non-executive Directors, namely Mr. Zhao Jinyong, Mr. Chen Rui and Mr. Fung Tak Choi.

− EGM-3 −

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Huiyin Smart Community Co. Ltd. published this content on 15 December 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 December 2019 10:10:00 UTC