Hengxin Technology : Proposed Adoption Of Employee Equity Incentive Scheme (Ii) Notice Of Extraordinary General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This Circular is issued by Hengxin Technology Ltd. (the "Company"). If you are in any doubt as to the action you should take, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser immediately.

If you have sold or transferred all your Shares in the capital of the Company, you should at once hand this Circular, the notice of the extraordinary general meeting (the "EGM") and attached proxy form to the purchaser or to the stockbroker or to the bank or to the agent through whom you effected the sale or transfer for onward 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.

HENGXIN TECHNOLOGY LTD.

亨鑫科技有限公司 *

(carrying on business in Hong Kong as HX Singapore Ltd.)

(Incorporated in the Republic of Singapore with limited liability)

(Stock Code: 1085)

(I)PROPOSED ADOPTION OF EMPLOYEE EQUITY INCENTIVE SCHEME

(II)NOTICE OF EXTRAORDINARY GENERAL MEETING

Capitalised terms used on this cover shall have the same meaning as those defined in this Circular, unless the context requires otherwise. A letter from the Board is set out on pages 4 to 9 of this Circular.

A notice convening the EGM of the Company to be held at Room A, 1804A, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong on Friday, 26 April 2019 at 11:00 a.m. (or held immediately after the 2018 annual general meeting of the Company to be convened on the same day and at the same place) (or at any adjournment thereof) is set out on pages 21 to 22 of this Circular. If you are unable to attend the EGM, you are requested to complete and return the proxy form accompanying this Circular in accordance with the instructions printed thereon to the Company's Principal Share Registrar in Singapore, Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place, #32-01 Singapore Land Tower, Singapore 048623 (for Shareholders registered in Singapore), or to the Company's Branch Share Registrar in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong (for Shareholders registered in Hong Kong), as soon as possible and in any event not later than forty-eight (48) hours before the time of the EGM (or at any adjournment thereof). Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM (or at any adjournment thereof) should you so wish and in such event, the proxy form shall be deemed to be revoked.

* for identification purpose only

29 March 2019

		CONTENTS
			Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
APPENDIX		- DRAFT OF THE EMPLOYEE EQUITY
		INCENTIVE SCHEME . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
I.	Purpose of the Incentive Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		12
II.	Basic Principles of the Incentive Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . .		12
III.	Basis and Scope of Participants under the Incentive Scheme . . . . . . . . . .		13
IV.	Source of Funds, Application of Funds and
		Size of the Incentive Scheme . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

V.Rights and Obligations of the Company,

	Jiangsu Hengxin and the Participants . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
VI.	Lock-up Period of the Incentive Scheme, Disposition and
	Management Model of Subject Shares and
	Selection of Management Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
VII. Assets Composition of the Incentive Scheme . . . . . . . . . . . . . . . . . . . . . . . .		17
VIII. Amendment to and Termination of the Incentive Scheme and
	Disposal of Rights and Interests of the Participants . . . . . . . . . . . . . . . .	17
IX.	Performance Procedures of the Incentive Scheme . . . . . . . . . . . . . . . . . . . .	19
X.	Matters Relating to the Authorization from the EGM to the Board . . . . .	19
XI.	Other Important Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	19
NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . . . . . . . . .		21

- i -

DEFINITIONS

The following definitions apply throughout unless otherwise stated:

"Board"	the board of directors of Hengxin Technology Ltd. (unless
	otherwise defined)
"Board of Jiangsu Hengxin"	the board of directors of Jiangsu Hengxin
"Company"	Hengxin Technology Ltd, a company incorporated in
	Singapore with limited liability, which carrying on its
	business in Hong Kong as HX Singapore Ltd., the Shares
	of which are listed on Main Board of the Stock Exchange
	(stock code:1085)
"Companies Ordinance"	the Companies Ordinance, Chapter 622 of the laws of
	Hong Kong
"EGM"	the extraordinary general meeting of the Company to be
	held on 26 April 2019 for reviewing and approving the
	adoption of the Employee Equity Incentive Scheme
"Employee Equity Incentive	an employee shareholding platform of holding incentive
Platform", "Equity Incentive	shares on behalf of the participants, and is a Limited
Platform"	Partnership Enterprise
"Employee Equity Incentive	the Employee Equity Incentive Scheme to be proposed
Scheme, the Employee Incentive	and adopted by the Company at the EGM, under which
Scheme, the Incentive Scheme"	the Company indirectly rewards specific employees with
	Subject Shares in accordance with the terms of the
	Employee Equity Incentive Scheme
"General Partner"	a limited company of an independent third-party body
	specializing in investment management
"Hong Kong"	The Hong Kong Special Administrative Region of the
"Incentive Fund"	part of the profit to be appropriated separately to award
	individual core employees of Jiangsu Hengxin who have
	made contributions and have excellent performance during
	the incentive period, provided that the performance of
	Jiangsu Hengxin each year has reached certain conditions.
	The Incentive Scheme only deals with Incentive Funds
	Available for Use. For the application of subsequent
	accumulated Incentive Fund, they may be awarded to core
	employees in other ways selected by the Board of Jiangsu
	Hengxin

- 1 -

	DEFINITIONS
"Incentive Funds	the accumulated Incentive Fund (being RMB19,003,600)
Available for Use"	for the years ended 31 December 2016 and 31 December
	2017, i.e. having been allocated for implementing the
	Incentive Scheme
"Jiangsu Hengxin	Jiangsu Hengxin Technology Co., Ltd., a wholly-owned
Technology Co., Ltd.",	subsidiary of the Company and is incorporated in the PRC
"Jiangsu Hengxin"
"Limited Partner"	a representative, representing the participants of the
	Incentive Scheme, who has been elected at the staff
	general meeting of Jiangsu Hengxin for setting up the
	Limited Partnership Enterprise with an independent
	third-party body as the Employee Equity Incentive
	Platform. The monetary contribution of the Limited
	Partner shall be paid to the Limited Partnership Enterprise
	by the employee incentive fund of Jiangsu Hengxin
	Technology Co., Ltd.
"Limited Partnership	a limited partnership enterprise set up by the participants
Enterprise"	of the Incentive Scheme and an independent third-party
	body for setting up the Employee Equity Incentive
	Platform under the Partnership Enterprise Law of PRC
"Listing Rules"	The Rules Governing the Listing of Securities on The
	Stock Exchange of Hong Kong Limited
"Placing"	for this Incentive Scheme, the Company shall place the
	Shares of the Company to the Limited Partner when
	necessary. The Company will comply with the regulations
	relating to the issuance of circular, seeking for
	independent financial advice and the approval of
	independent shareholders in due course in accordance with
	the prescribed rules relating to transaction with connected
	party under Chapter 14A of the Listing Rules
"PRC"	The People's Republic of China
"Rights of Disposition"	the act of selling the Subject Shares to be obtained by the
	participants in the secondary market according to the
	instructions of participants and such proceeds will be
	delivered to the participants or to transfer the Subject
	Shares to be obtained by the participants to the securities
	account of the participants

- 2 -

	DEFINITIONS
"RMB"	Renminbi, the lawful currency of the PRC
"SFO"	the Securities and Futures Ordinance, Chapter 571 of the
	laws of Hong Kong
"Shares"	the shares of Hengxin Technology Co., Ltd. that are listed
	on the Main Board of the Stock Exchange (stock code:
	1085)
"Statutory Retirement Age"	the statutory retirement age of the PRC
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subsidiary"	a company which is for the time being and from time to
	time a subsidiary (within the meaning under section 15 of
	the Companies Ordinance, Cap 622 of the Laws of Hong
	Kong) of the Company, whether incorporated in Hong
	Kong or elsewhere
"Subject Shares"	the Shares of the Company to be obtained and held under
	the Incentive Scheme in a legal manner through the
	purchase from the secondary market or Placing
"%"	per cent

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