Hengan International : THE CIRCULAR OF GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES (2) RE-ELECTION OF RETIRING DIRECTORS AND ELECTION OF DIRECTOR AND (3) NOTICE OF AGM

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 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 Hengan International Group Company Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or other transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

A registered shareholder whose name is entered in the register of members of Hengan International Group Company Limited as the holder of share(s) for another beneficial shareholder should provide such beneficial shareholder with the information contained herein in compliance with applicable laws, regulations and other relevant requirements.

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 however arising from or in reliance upon the whole or any part of the contents of this circular.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1044)

websites:http://www.hengan.comhttp://www.irasia.com/listco/hk/hengan

(1) GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES

(2) RE-ELECTION OF RETIRING DIRECTORS

AND ELECTION OF DIRECTOR

AND

(3) NOTICE OF AGM

A letter from the Board is set out on pages 3 to 8 of this circular.

A notice convening the AGM of Hengan International Group Company Limited to be held at Taishan Room, Level 5, Island Shangri-la, Pacific Place, Supreme Court Road, Central, Hong Kong on Friday, 17 May 2019 at 9:30 a.m., is set out on pages 17 to 20 of this circular.

Whether or not Shareholders intend to attend the said meeting, they are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not prevent you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

* for identification purposes only

Hong Kong, 12 April 2019

CONTENTS
Page
Definitions .........................................................	1
Letter from the Board ..................................................	3

Appendix I

• - Explanatory Statement .............................. 9

  Appendix II

• - Details of Retiring Directors Proposed for Re-election and Election of Director ............................ 12

Notice of Annual General Meeting ........................................ 17

DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held at
Taishan Room, Level 5, Island Shangri-la, Pacific Place,
Supreme Court Road, Central, Hong Kong on 17 May
2019 at 9:30 a.m.;
"Articles of Association"	the Articles of Association of the Company;
"associate(s)"	has the meaning ascribed to it under the Listing Rules;
"Board"	the board of Directors or a duly authorised committee of
the board of Directors;
"Companies Law"	the Companies Law (2018 Revision) (Cap. 22) of the
Cayman Islands;
"Company"	Hengan International Group Company Limited, a
company incorporated in the Cayman Islands with
limited liability, the issued Shares of which are listed on
the main board of the Stock Exchange;
"connected person(s)"	has the meaning ascribed to it under the Listing Rules;
"controlling shareholder(s)"	has the meaning ascribed to it under the Listing Rules;
"Director(s)"	the director(s) of the Company;
"Group"	the Company and its subsidiaries;
"Hong Kong"	the Hong Kong Special Administrative Region of the
PRC;
"Hui Family Trust"	the family trust of which Mr. Hui Lin Chit is settlor and
beneficiary;
"Latest Practicable Date"	3 April 2019, being the latest practicable date for
ascertaining certain information for inclusion in this
circular;
"Listing Rules"	the Rules Governing the Listing of Securities on the
Stock Exchange;
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
Laws of Hong Kong) as amended from time to time;
-1-

DEFINITIONS
"Share(s)"	Share(s) of HK$0.10 each in the capital of the Company
or, if there has been any subsequent sub-division,
reduction, consolidation, reclassification or
reconstruction of the share capital of the Company, the
shares in the ordinary share capital of the Company
resulting from such sub-division, reduction,
consolidation, reclassification or reconstruction;
"Shareholder(s)"	holder(s) of issued Shares;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"substantial shareholders"	has the meaning ascribed to it under the Listing Rules;
"Sze's Family Trust"	the family trust of which Mr. Sze Man Bok is settlor and
beneficiary;
"Takeovers Code"	the Code on Takeovers and Mergers issued by the
Securities and Futures Commission as amended from
time to time;
"HK$"	Hong Kong dollars; and
"%"	per cent.

LETTER FROM THE BOARD

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1044)

websites:http://www.hengan.comhttp://www.irasia.com/listco/hk/hengan

Executive Directors:
Mr. Sze Man Bok (Chairman)	P.O. Box 309,
Mr. Hui Lin Chit	Ugland House,
(Deputy Chairman and Chief Executive Officer)	Grand Cayman,
Mr. Hung Ching Shan	KY1-1104,
Mr. Xu Shui Shen	British West Indies
Mr. Xu Da Zuo
Mr. Xu Chun Man	Head Office:
Mr. Sze Wong Kim	Hengan Industrial City,
Mr. Hui Ching Chi	Anhai Town, Jinjiang City,
Mr. Li Wai Leung	Fujian Province,
PRC
Independent Non-Executive Directors:
Mr. Chan Henry	Place of Business in Hong Kong:
Mr. Wang Ming Fu	Unit 2101D, 21st Floor,
Ms. Ada Ying Kay Wong, JP	Admiralty Centre, Tower 1,
Mr. Ho Kwai Ching Mark	18 Harcourt Road,
Mr. Zhou Fang Sheng	Hong Kong
Hong Kong, 12 April 2019
To the Shareholders,
Dear Sir or Madam,

Registered Office:

(1) GENERAL MANDATES TO ISSUE AND

REPURCHASE SHARES

(2) RE-ELECTION OF RETIRING DIRECTORS

AND ELECTION OF DIRECTOR

AND

(3) NOTICE OF AGM

* for identification purposes only