Aowei Holding Limited — Proxy Solicitation & Information Statement 2014

Apr 28, 2014

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 Hengshi Mining Investments Limited , you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was affected 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.

==> picture [81 x 63] intentionally omitted <==

HENGSHI MINING INVESTMENTS LIMITED 恒實礦業投資有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1370)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES RE-APPOINTMENT OF AUDITOR FOR THE YEAR 2014 AND THE GRANT OF AUTHORITY TO THE BOARD TO DETERMINE THEIR REMUNERATION AND

RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Hengshi Mining Investments Limited to be held at Tianshan/Lushan Rooms, Level 5, Island Shangri-La, Pacific Place, Supreme Court Road, Central, Hong Kong on Tuesday, 10 June 2014 at 3 p.m. is set out on pages 13 to 18 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of the Company (www.hengshimining.com) and of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude the Shareholders from attending and voting at the Annual General Meeting if they so wish.

29 April 2014

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	General Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4	Re-appointment of auditor for the year 2014 and the grant of
	authority to the board to determine their remuneration . . . . . . . . . .	5
5.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
7.	Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
8.	Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
9.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
10.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	– Details of Directors Proposed for Re-election . . . . . . . . . .	7
Appendix II – Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . .		10
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		13

DEFINITIONS

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

• “Annual General Meeting”

• the annual meeting of the Company to be held at Tianshan/Lushan Rooms, Level 5, Island Shangri-La, Pacific Place, Supreme Court Road, Central, Hong Kong on Tuesday, 10 June 2014 at 3 p.m., or any adjournment thereof and notice of which is set out on pages 13 to 18 of this circular

• “Articles of Association”

• the articles of association of the Company effective on 28 November 2013, and as amended or supplemented from time to time

• “Board”

• the board of Directors

• “Companies Law”

• the Companies Law, (2013 Revision) of the Cayman Islands as amended, supplemented or otherwise modified from time to time

• “Company”

• Hengshi Mining Investments Limited, an exempted company with limited liability established in the Cayman Islands whose issued shares are listed on The Stock Exchange of Hong Kong Limited

• “Directors”

• the Directors of the Company

• “General Mandate”

• a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or deal with shares not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such general mandate, which general mandate is to be extended by adding to it the number of shares repurchased by the Company under the Repurchase Mandate

• “Group”

• the Company and its subsidiaries

• “Latest Practicable Date”

• means 17 April 2014, being the Latest Practicable Date prior to the printing of this circular

• “Listing Rules”

• Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

– 1 –

DEFINITIONS

“PRC”

• “Repurchase Mandate”

• “RMB”

• “SFO”

• “Shareholders “

• “subsidiary” or “subsidiaries”

• “Takeovers Code”

• the People’s Republic of China, which for the purposes of this circular excludes Hong Kong, the Macau Special Administrative Region of the People’s Republic of China and Taiwan

• a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase shares not exceeding 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the relevant resolution granting such repurchase mandate

Renminbi, the lawful currency of the PRC

• the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong)

• holders of shares in the Company

• has the meaning ascribed to it under the Listing Rules

• The Codes on Takeovers and Mergers and Share Buy-backs

– 2 –

LETTER FROM THE BOARD

==> picture [81 x 64] intentionally omitted <==

HENGSHI MINING INVESTMENTS LIMITED 恒實礦業投資有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1370)

Executive Directors: Mr. Li Yanjun (Chairman) Mr. Leung Hongying Li Ziwei Mr. Xia Guoan Mr. Sun Jianhua Mr. Huang Kai Mr. Tu Quanping

Independent Non-executive Directors: Mr. Ge Xinjian Mr. Meng Likun Mr. Kong Chi Mo

Registered Office: P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Head Office: P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Principal Place of Business in Hong Kong: 18/F, Tesbury Centre 28 Queen’s Road East Wanchai Hong Kong 29 April 2014

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES RE-APPOINTMENT OF AUDITOR FOR THE YEAR 2014 AND THE GRANT OF AUTHORITY TO THE BOARD TO DETERMINE THEIR REMUNERATION AND

RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

– 3 –

LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to provide you with information relating to the proposals to be put forward at the Annual General Meeting for the granting of the General Mandate and the Repurchase Mandate, the extension of the General Mandate by adding to it the number of shares repurchased by the Company under the Repurchase Mandate, re-appointment of auditor for the year 2014 and the re-election of the retiring Directors, together with the notice of the Annual General Meeting.

GENERAL MANDATE

At the Annual General Meeting, an ordinary resolution will be proposed to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with shares up to 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the ordinary resolution.

As at the Latest Practicable Date, the share capital of the Company in issue comprised 1,507,843,000 shares. Subject to the passing of the relevant resolution and on the basis that no further shares are issued or repurchased after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to issue up to 301,568,600 shares pursuant to the General Mandate.

Subject to approval by a separate ordinary resolution at the Annual General Meeting, the number of shares purchased by the Company under the Repurchase Mandate will be added to extend the General Mandate provided that such additional amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the ordinary resolutions in relation to the General Mandate and Repurchase Mandate.

REPURCHASE MANDATE

In addition, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase shares representing up to 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of the relevant resolution.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Repurchase Mandate is set out in Appendix II to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

– 4 –

LETTER FROM THE BOARD

Subject to the approval of the above resolutions by the Shareholders at the Annual General Meeting, the General Mandate and the Repurchase Mandate will expire at the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the revocation or variation of the authorities by an ordinary resolution of the Shareholders in a general meeting of the Company.

RE-APPOINTMENT OF AUDITOR FOR THE YEAR 2014 AND THE GRANT OF AUTHORITY TO THE BOARD TO DETERMINE THEIR REMUNERATION

An ordinary resolution will be proposed at the Annual General Meeting to approve the re-appointment of KPMG as the Company’s auditor for the year 2014 and the grant of authority to the board to determine their remuneration.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 16.18 of the Articles of Association, Mr. Leung Hongying Li Ziwei, Mr. Sun Jianhua and Mr. Meng Likun will retire by rotation, and being eligible, offered themselves for re-election as Directors at the Annual General Meeting.

Details of the retiring Directors who offered themselves for re-election at the Annual General Meeting are set out in Appendix I to this circular.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 13 to 18 of this circular is the notice of the Annual General Meeting at which, among others, ordinary resolutions will be proposed to Shareholders to consider and approve the granting to the Directors the General Mandate and the Repurchase Mandate, the extension of the General Mandate by adding to it the number of shares repurchased by the Company under the Repurchase Mandate, re-appointment of auditor for the year 2014 and the grant of authority to the board to determine their remuneration, and the re-election of the retiring Directors.

No Shareholder is required to abstain from voting at the Annual General Meeting.

FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the website of the Company at www.hengshimining.com and the Stock Exchange at www.hkexnews.hk. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for the holding of the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude Shareholders from attending and voting at the Annual General Meeting if they so wish.

– 5 –

LETTER FROM THE BOARD

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 not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

GENERAL

The English text of this circular, the notice of the Annual General Meeting and the form of proxy for use at the Annual General Meeting shall prevail over the Chinese text in case of inconsistency.

RECOMMENDATION

The Directors have considered the proposed resolutions for the granting to the Directors the General Mandate and the Repurchase Mandate, the extension of the General Mandate by adding to it the number of shares repurchased by the Company under the Repurchase Mandate, re-appointment of auditor for the year 2014 and the grant of authority to the board to determine their remuneration, and the re-election of the retiring Directors are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

By order of the Board Hengshi Mining Investments Limited Mr. Li Yanjun Chairman

– 6 –

APPENDIX I

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the retiring Directors who offered themselves for re-election at the Annual General Meeting.

Mr. Leung Hongying Li Ziwei , aged 26, is our executive Director and the vice chairman of the Board and is responsible for our Group’s business development and foreign investments. Mr. Li joined our Group in August 2008. He has gained over five years of experience in the iron ore mining industry from his involvement in the areas of procurement, supply and sales of raw materials and steel products at Hebei Aowei Industrial Group Co., Ltd., Laiyuan County Aoyu Steel Co., Ltd. and our Group. He has been responsible for the overall management and strategic development of our Group since then. Mr. Li has actively worked in the consolidation of small-scale iron ore mines by our operating subsidiaries since August 2008 and the reorganization of our Group in preparation for the Global Offering. Mr. Li served as the general manager assistant of Laiyuan County Aoyu Steel Co., Ltd. from August 2008 to August 2009, and was responsible for procurement, supply and sales. He served as the assistant to the chairman of Hebei Aowei Industrial Group Co., Ltd. from September 2009 to May 2010. He served as the president of Hebei Aowei Industrial Group Co., Ltd. from June 2010 to May 2013. He is the director of Hengshi Holdings Limited, Hengshi International Investments Limited, Hengshi Development International Limited, Aowei International Investments Limited and Aowei International Developments Limited. Mr. Li is the son of Mr. Li Yanjun.

Save as disclosed above, Mr. Li did not hold any directorships in any listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years and does not hold any other positions with the Group or other members of the Group.

As at the Latest Practicable Date, Mr. Leung Hongying Li Ziwei is deemed to be interested in the 1,091,250,000 shares held by Hengshi International Investments Limited (which is 100% owned by Hengshi Holdings Limited) and the 33,750,000 shares held by Aowei International Developments Limited. Save as disclosed herein, as at the Latest Practicable Date, Mr. Li did not have and was not deemed to have any interest in the shares, underlying shares or debenture of the Company and/or its associated corporations (within the meaning of Part XV of the SFO). Saved as disclosed above, Mr. Li does not have any relationship with any of the Directors, senior management, substantial or controlling shareholders of the Company.

Mr. Li has entered into a service contract with the Company for a term of three years commencing from 28 November 2013 which is subject to termination in accordance with the terms thereof. Mr. Li’s directorship is also subject to the retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles of Association. Mr. Li is entitled to an annual director’s fee of HK$1,200,000. The annual emolument of Mr. Li would be determined with reference to various factors such as his duties and level of responsibilities, the available information in respect of companies of comparable business or scale, his performance and the Group’s performance for the financial year concerned and the prevailing market conditions and based on the recommendation from the remuneration committee of the Company.

– 7 –

APPENDIX I

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Save as disclosed above, Mr. Li is not aware of any other matters that need to be brought to the attention of the holders of securities of the Company nor is there any information to be disclosed by the Company pursuant to any of the requirements under the rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

Mr. Sun Jianhua , aged 31, is our executive Director and the chief financial officer. He is responsible for our Group’s accounting and financial management. He joined our Group in February 2012 as the head of the finance department of Laiyuan County Aowei Mining Investments Co., Ltd. Mr. Sun has over 10 years of experience in financial and accounting management. He served as the head of the finance department of Laiyuan County Aowei Mining Investments Co., Ltd. from February 2012 to June 2013. He held various positions at Laiyuan County Aoyu Steel Co., Ltd. between February 2004 and February 2012, including accountant, head of the finance division and vice head of the finance department. Mr. Sun graduated from Baoding Financial Senior Professional Institute in June 2003. He was admitted as a certified public accountant by the Chinese Institute of Certified Public Accountants in December 2010 and was accredited as a certified tax advisor by the State Administration of Taxation in June 2011 and a certified public valuer by the Ministry of Finance of the PRC in September 2011.

Save as disclosed above, Mr. Sun did not hold any directorships in any listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years and does not hold any other positions with the Group or other members of the Group.

As at the Latest Practicable Date, Mr. Sun did not have and was not deemed to have any interest in the shares, underlying shares or debenture of the Company and/or its associated corporations (within the meaning of Part XV of the SFO). Mr. Sun does not have any relationship with any of the Directors, senior management, substantial or controlling shareholders of the Company.

Mr. Sun has entered into a service contract with the Company for a term of three years commencing from 28 November 2013 which is subject to termination in accordance with the terms thereof. Mr. Sun’s directorship is also subject to the retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles of Association. Mr. Sun is not entitled to any director’s fee, but he is entitled to receive a salary of RMB210,000 per annum for his management services to the Group and a discretionary bonus as approved by the Board. The annual emolument of Mr. Sun would be determined with reference to various factors such as his duties and level of responsibilities, the available information in respect of companies of comparable business or scale, his performance and the Group’s performance for the financial year concerned and the prevailing market conditions and based on the recommendation from the remuneration committee of the Company.

Save as disclosed above, Mr. Sun is not aware of any other matters that need to be brought to the attention of the holders of securities of the Company nor is there any information to be disclosed by the Company pursuant to any of the requirements under the rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

– 8 –

APPENDIX I

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Meng Likun , aged 52, is our independent non-executive Director. Mr. Meng was a special consultant of Rongtong Fund Management Co., Ltd. from March 2010 to January 2012. He served as the president and an executive director of New Time Securities Co., Ltd. from May 2006 to January 2009. He acted as the chairman of the board of Directors of Rongtong Fund Management Co., Ltd. from May 2001 to March 2010. Mr. Meng obtained a bachelor’s degree in mechanical design and a master’s degree in engineering from Taiyuan Mechanical Engineering College in July 1982 and September 1986 respectively, and obtained a doctorate degree in engineering from Beijing Institute of Technology in March 1993.

Save as disclosed above, Mr. Meng did not hold any directorships in any listed public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years and does not hold any other positions with the Group or other members of the Group.

As at the Latest Practicable Date, Mr. Meng did not have and was not deemed to have any interest in the shares, underlying shares or debenture of the Company and/or its associated corporations (within the meaning of Part XV of the SFO). Saved as disclosed above, Mr. Meng does not have any relationship with any of the Directors, senior management, substantial or controlling shareholders of the Company.

Mr. Meng has entered into a service contract with the Company for a term of three years commencing from 28 November 2013 which is subject to termination in accordance with the terms thereof. Mr. Meng’s directorship is also subject to the retirement by rotation and re-election at annual general meeting of the Company in accordance with the Articles of Association. Mr. Meng is not entitled to any director’s fee, but he is entitled to receive a salary of RMB96,000 per annum for his management services to the Group and a discretionary bonus as approved by the Board. The annual emolument of Mr. Meng would be determined with reference to various factors such as his duties and level of responsibilities, the available information in respect of companies of comparable business or scale, his performance and the Group’s performance for the financial year concerned and the prevailing market conditions and based on the recommendation from the remuneration committee of the Company.

Save as disclosed above, Mr. Meng is not aware of any other matters that need to be brought to the attention of the holders of securities of the Company nor is there any information to be disclosed by the Company pursuant to any of the requirements under the rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

– 9 –

APPENDIX II

EXPLANATORY STATEMENT

The following is an explanatory statement required to be sent to the Shareholders by the Listing Rules in connection with the proposed Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the share capital of the Company in issue comprised 1,507,843,000 shares of nominal value of HK$0.0001 each. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further shares are issued or repurchased after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to repurchase a maximum of 150,784,300 shares which represent 10% of the issued share capital of the Company during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the revocation or variation of the authority by an ordinary resolution of the Shareholders in general meeting of the Company.

REASONS AND FUNDING OF REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase the shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per share and/or its earnings per share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

Repurchases of shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations of the Cayman Islands. Under the laws of the Cayman Islands, repurchases by the Company may only be made out of the profits of the Company or out of the proceeds of a fresh issue of shares made for the purpose of the repurchase, or, if so authorised by the Articles of Association and subject to the provisions of the laws of the Cayman Islands, out of capital. Any premium payable on a redemption or purchase over the par value of the shares to be purchased must be provided for out of profits of the Company or out of the Company’s share premium account, or, if so authorised by the Articles of Association and subject to the provisions of the laws of the Cayman Islands, out of capital.

The Directors have no present intention to repurchase any shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole. The Directors consider that if the Repurchase Mandate was to be exercised in full, it may not have an adverse impact on the working capital and/or the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2013, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

– 10 –

APPENDIX II

EXPLANATORY STATEMENT

GENERAL

To the best of their knowledge, having made all reasonable enquiries, none of the Directors or any of their associates, as defined in the Listing Rules, currently intends to sell any shares to the Company or its subsidiaries, if the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the power of the Company to make purchases under the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.

No connected person, as defined in the Listing Rules, has notified the Company that he or she has a present intention to sell any shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

TAKEOVERS CODE

If as a result of a repurchase of shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the Shareholder’s interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, Mr. Leung Hongying Li Ziwei and Mr. Li Yanjun are deemed to be interested in the 1,091,250,000 shares held by Hengshi International Investments Limited (which is 100% owned by Hengshi Holdings Limited) as disclosed above and the 33,750,000 shares held by Aowei International Developments Limited. within the meaning of Part XV of the SFO, representing a total of approximately 74.61% of the issued share capital of the Company. In the event that the Directors exercised in full the Repurchase Mandate, the aggregate interests of Mr. Leung Hongying Li Ziwei and Mr. Li Yanjun in the Company will be increased to approximately 82.90% of the issued share capital of the Company. To the best knowledge and belief of the Directors, such increase will not give rise to an obligation to make a mandatory offer under the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of shares pursuant to the Repurchase Mandate.

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital would be in public hands. The Directors do not propose to repurchase shares which would result in less than the prescribed minimum percentage of shares in public hands.

– 11 –

APPENDIX II

EXPLANATORY STATEMENT

SHARE REPURCHASE MADE BY THE COMPANY

Company has conducted no repurchases of shares since 28 November 2013 (the listing date) as at the Latest Practicable Date (whether on the Stock Exchange or otherwise).

SHARE PRICES

The highest and lowest prices at which the shares have been traded on the Stock Exchange between 28 November 2013 (the listing date) and the Latest Practicable Date were as follows:

	Highest	Lowest
	Month prices	Month prices
	HK$	HK$
2013
November (From 28 November to 30 November)	3.19	3.04
December	3.15	2.63
2014
January	2.72	2.51
February	3.07	2.56
March	3.06	2.50
April (up to the Latest Practicable Date)	2.93	2.66

– 12 –

NOTICE OF ANNUAL GENERAL MEETING

==> picture [81 x 64] intentionally omitted <==

HENGSHI MINING INVESTMENTS LIMITED 恒實礦業投資有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1370)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Hengshi Mining Investments Limited will be held at Tianshan/Lushan Rooms, Level 5, Island Shangri-La, Pacific Place, Supreme Court Road, Central, Hong Kong on Tuesday, 10 June 2014 at 3 p.m. for the purposes of considering and, if thought fit, passing the following resolutions (with or without modifications). Unless indicated otherwise, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 29 April 2014.

Ordinary Resolutions

1. To consider and approve the audited consolidated financial statements of the Company and the reports of the Directors and auditors of the Company for the year ended 31 December 2013.

2. (A) Each as a separate resolution, to approve the re-election the following retiring Directors:

   • (i) To re-elect Mr. Leung Hongying Li Ziwei as an executive Director.

   • (ii) To re-elect Mr. Sun Jianhua as an executive Director.

   • (iii) To re-elect Mr. Meng Likun as an independent non-executive Director.

3. (B) To authorize the board of directors to fix the directors’ remuneration.

4. To approve the re-appointment of KPMG as the auditors of the Company and the grant of authority to the board to determine their remuneration.

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

2. (A) “ That :

   • (i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional shares in the share capital of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;

   • (ii) the approval in paragraph (i) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

   • (iii) the aggregate nominal amount of the share capital of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) above, otherwise than pursuant to (a) a Rights Issue (as hereinafter defined); or (b) the grant or exercise of any option under the share option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (c) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (d) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20% of the aggregate nominal amount of issued share capital of the Company as at the date of passing this resolution and the said approval shall be limited accordingly;

– 14 –

NOTICE OF ANNUAL GENERAL MEETING

• (iv) for the purpose of this resolution:

• (a) “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 any applicable laws or the articles of association of the Company to be held; or

  • (3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the Shareholders of the Company in a general meeting of the Company; and

• (b) “Rights Issue” means an offer of shares in the share capital of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the directors of the Company to holders of shares in the share capital of the Company or any class thereof whose names appear on the register of members on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the directors of the Company 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 exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).”

(B) “ That :

• (i) subject to paragraph (ii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on the Stock Exchange or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Repurchases and, subject to and in accordance with all applicable laws and the Listing Rules, be and is hereby generally and unconditionally approved;

– 15 –

NOTICE OF ANNUAL GENERAL MEETING

• (ii) the aggregate nominal amount of the shares of the Company, which may be repurchased by the Company during the Relevant Period (as hereinafter defined) pursuant to the approval in paragraph (i) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly;

• (iii) subject to the passing of each of the paragraphs (i) and (ii) of this resolution, any prior approvals of the kind referred to in paragraphs (i) and (ii) of this resolution which had been granted to the Directors and which are still in effect be and are hereby revoked; and

• (iv) for the purpose of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

• (a) the conclusion of the next annual general meeting of the Company;

• (b) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; or

• (c) the revocation or variation of the authority given under this resolution by an ordinary resolution of the Shareholders of the Company in a general meeting of the Company.”

(C) “ That :

conditional upon the resolutions numbered 4(A) and 4(B) set out in the notice convening this meeting being passed, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with new shares of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 4(A) set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Directors pursuant to such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 4(B) set out in the notice convening this meeting, provided that

– 16 –

NOTICE OF ANNUAL GENERAL MEETING

such extended amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution.”

By order of the Board Hengshi Mining Investments Limited Mr. Li Yanjun Chairman

29 April 2014

Registered office: P.O. Box 309 Ugland House Grand Cayman KY1-1104 Cayman Islands

Principal place of business in Hong Kong: 18/F, Tesbury Centre 28 Queen’s Road East Wanchai Hong Kong

Notes:

• (i) Ordinary resolution numbered 4(C) will be proposed to the Shareholders for approval provided that ordinary resolutions numbered 4(A) and 4(B) are passed by the Shareholders.

• (ii) A Shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a Shareholder.

• (iii) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

• (iv) In order to be valid, a form of proxy must be deposited at the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude Shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

• (v) The transfer books and register of members of the Company will be closed from Friday, 6 June 2014 to Tuesday, 10 June 2014, both days inclusive, in order to determine the entitlement of Shareholders to attend and vote at the above meeting, during which period no share transfers can be registered. All transfers accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Rooms 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Thursday, 5 June 2014.

• (vi) In respect of ordinary resolutions numbered 2 above, Mr. Leung Hongying Li Ziwei, Mr. Sun Jianhua and Mr. Meng Likun, shall retire by rotation at the above meeting and being eligible, have offered themselves for re-election at the above meeting. Details of the above retiring directors are set out in Appendix I to the accompanied circular of the Company dated 29 April 2014.

• (vii) In respect of the ordinary resolution numbered 4(A) above, the Directors wish to state that they have no immediate plans to issue any new shares. Approval is being sought from the Shareholders as a general mandate for the purposes of the Listing Rules.

– 17 –

NOTICE OF ANNUAL GENERAL MEETING

• (viii) In respect of ordinary resolution numbered 4(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to repurchase shares in circumstances which they deem appropriate for the benefits of the Company and Shareholders as a whole. The explanatory statement containing the information necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the accompanied circular of the Company dated 29 April 2014.

– 18 –