Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

Heng Xin China Holdings Limited

恒 芯 中 國 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 8046)

NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the annual general meeting (the "meeting") of Heng Xin China Holdings Limited (the "Company") will be held at Suite 3604, 36/F., Central Plaza, 18 Harbour Road, Wanchai, Hong Kong on Friday, 2 June 2017 at 11:00 a.m. (or any adjournment thereof) for purpose of transacting the following businesses:

  1. To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (the "Directors") and the independent auditor of the Company for the year ended 31 December 2016.

  2. (a) To re-elect Mr. Chen Rongbin as a Director.

    1. To re-elect Mr. Qiu Bin as a Director.

    2. To re-elect Mr. Hu Qixian as a Director.

    3. To re-elect Mr. Chen Xi as a Director.

    4. To re-elect Mr. Wong Chi Keung as a Director.

    5. To re-elect Ms. Chen Yan as a Director.

    6. To re-elect Mr. Xu Haiou as a Director.

    7. To re-elect Mr. Chau Sen Chung as a Director.

    8. To authorize the board of Directors (the "Board") to fix the Directors' remuneration.

    9. To re-appoint ZHONGHUI ANDA CPA Limited as the auditor of the Company and authorize the Board to fix its remuneration.

      * For identification purpose only

      As special businesses, to consider and, if thought fit, pass with or without amendments, the following resolutions as ordinary resolutions:

    10. "THAT:

      1. subject to paragraph (c) of this resolution, pursuant to the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"), the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with unissued Shares (as defined below) and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers be and the same is hereby generally and unconditionally approved;

      2. the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;

      3. the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as defined below); or (ii) the exercise of any options granted under the share option scheme of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:

        (aa) 20 per cent. of the number of issued Shares on the date of the passing of this resolution; and

        (bb) (provided that resolution numbered 6 is passed) the aggregate number of Shares repurchased by the Company subsequent to the passing of this resolution (up to a maximum equivalent to 10 per cent. of the aggregate number of issued Shares on the date of the passing of this resolution),

        and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly;

      4. if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of Shares subject to the limit set out in paragraph (c) above shall be adjusted to the effect that the number of Shares subject to the limit set out in paragraph (c) above as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same; and

      5. for the purposes of this resolution:

        "Relevant Period" means the period from the date of the passing of this resolution until whichever is the earliest of:

        1. the conclusion of the next annual general meeting of the Company;

        2. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws of Bermuda to be held; and

        3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

          4. "Rights Issue" means an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register of members of the Company on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction outside Hong Kong or any recognised regulatory body or any stock exchange outside Hong Kong); and

          "Shares" means ordinary share(s) of HK$0.01 each in the share capital of the Company."

        4. "THAT:

          1. Subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all powers of the Company to purchase the Shares (as defined below) on the Stock Exchange or any other stock exchange on which the Shares may be listed and recognised by the Securities and Futures Commission and the Stock Exchange for such purpose, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange and all other applicable laws in this regard, be and the same is hereby generally and unconditionally approved;

          2. the aggregate number of Shares which may be purchased by the Company pursuant to the approval in paragraph (a) during the Relevant Period (as defined below) shall not exceed 10 per cent. of the number of issued Shares as at the date of the passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly;

          3. if, after the passing of this resolution, the Company conducts a share consolidation or subdivision, the number of Shares subject to the limit set out in paragraph (b) above shall be adjusted to the effect that the number of Shares subject to the limit set out in paragraph (b) above as a percentage of the total number of issued Shares at the date immediately before and after such consolidation or subdivision shall be the same; and

          4. for the purposes of this resolution:

            "Relevant Period" means the period from the passing of this Resolution until whichever is the earliest of:

            1. the conclusion of the next annual general meeting of the Company;

            2. the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable law of Bermuda to be held; and

            3. the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution; and

              4. "Shares" means ordinary share(s) of HK$0.01 each in the share capital of the Company."

            4. "THAT subject to the ordinary resolutions numbered 4 and 5 above being duly passed, the unconditional general mandate granted to the Directors to exercise the powers of the Company to allot, issue and deal with unissued Shares and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to resolution numbered 4 above be and is hereby extended by the addition thereon of an amount representing the aggregate number of Shares repurchased by the Company subsequent to the passing of this resolution, provided that such amount shall not exceed 10 per cent. of the aggregate number of issued Shares on the date of the passing of resolution numbered 5."

              5. By Order of the Board

              HENG XIN CHINA HOLDINGS LIMITED Lim Tong Yong

              Chairman

              Hong Kong, 31 March 2017

              Registered Office: Head office and principal place of business

              Clarendon House in Hong Kong:

              2 Church Street Suite 3604, 36/F., Central Plaza

              Hamilton HM 11 18 Harbour Road, Wanchai

              Bermuda Hong Kong

            Heng Xin China Holdings Ltd. published this content on 30 March 2017 and is solely responsible for the information contained herein.
            Distributed by Public, unedited and unaltered, on 30 March 2017 09:24:16 UTC.

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