Aowei Holding Limited — Proxy Solicitation & Information Statement 2017

Nov 1, 2017

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 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 Hengshi Mining Investments Limited (the “ Company ”), you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

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

(incorporated in the British Virgin Islands and continued in the Cayman Islands with limited liability) (Stock Code: 1370)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of the Company to be held on 24 November 2017 (Friday) at 10:30 a.m. at meeting room of 17F, Tower C, CITIC, A6 Jianguomenwai Ave, Chaoyang District, Beijing is set out on pages 5 to 6 of this circular. Whether or not you are able to attend the extraordinary general meeting, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the office of the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding the extraordinary general meeting. Completion and return of the proxy form shall not preclude you from attending and voting in person at the extraordinary general meeting or any adjourned meeting thereof should you so desire and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

2 November 2017

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**Letter from **	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Notice of EGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5

DEFINITIONS

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

• “Board”

the board of Directors of the Company

• “Company”

Hengshi Mining Investmetns Limited, a company incorporated in the British Virgin Islands and continued in the Cayman Islands with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange

• “Director(s)”

the director(s) of the Company

• “EGM”

the extraordinary general meeting of the Company held on 24 November 2017 (Friday) at 10:30 a.m. at meeting room of 17F, Tower C, CITIC, A6 Jianguomenwai Ave, Chaoyang District, Beijing for the purpose of considering and, if thought fit, approving the Proposed Change of Company Name

• “Group”

• the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the People’s Republic of China

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Proposed Change of Company Name”

• the proposed change of the English name of the Company from “Hengshi Mining Investments Limited” to “Aowei Holding Limited” and the Chinese name of the Company from “奧威控股有限公 司” be adopted as the dual foreign name of the Company in place of its existing Chinese name “恒實 礦業投資有限公司”

• “Share(s)”

• ordinary share(s) of HK$0.0001 each in the capital of the Company

• “Shareholder(s)”

• holder(s) of the Share(s)

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

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

(incorporated in the British Virgin Islands and continued in the Cayman Islands with limited liability)

(Stock Code: 1370)

Executive Directors: Registered Office: Mr. Li Yanjin (Chairman) P.O. Box 309 Mr. Leung Hongying Li Ziwei (Vice-chairman) Ugland House Mr. Huang Kai (Chief Executive Officer) Grand Cayman Mr. Sun Jianhua (Chief Financial Officer) KY1-1104 Mr. Li Jinsheng Cayman Islands Mr. Tu Quanping Headquarter: Independent non-executive Directors: No. 91 Guangping Avenue Mr. Ge Xinjian Laiyuan County Mr. Meng Likun Baoding City 074300 Mr. Kong Chi Mo Hebei Province PRC

Principal Place of Business in Hong Kong: 18/F, Tesbury Centre 28 Queen’s Road East Wanchai, Hong Kong 2 November 2017

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

INTRODUCTION

Reference is made to the announcement of the Company dated 19 October 2017 in relation to the Proposed Change of Company Name.

The purpose of this circular is to provide you with information in respect of the special resolution to be proposed at the EGM regarding the Proposed Change of Company Name and to give you a notice of the EGM.

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LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

As disclosed in the announcement of the Company dated 19 October 2017, the Board proposed to change the English name of the Company from “Hengshi Mining Investments Limited” to “Aowei Holding Limited” and the dual foreign name in Chinese of the Company from “恒實礦業投資有限公司” to “奧威控股有限公司”.

Conditions of the Proposed Change of Company Name

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

• (i) the passing of a special resolution by the Shareholders to approve the Proposed Change of Company Name at the EGM; and

• (ii) the Registrar of Companies in the Cayman Islands approving the Proposed Change of Company Name.

Subject to the satisfaction of the above conditions, the Proposed Change of Company Name will take effect from the date on which the certificate of incorporation on change of name is issued by the Registrar of Companies in the Cayman Islands. The Company will then carry out all necessary filing procedures with the Registrar of Companies in Hong Kong regarding the Proposed Change of Company Name.

Reasons for the Proposed Change of Company Name

With further development and expansion of the business scope of the Group, the Board considers the Proposed Change of the Company Name will provide the Company a more appropriate corporate identity, and reflect the relationship between the Company and its controlling shareholder, and believes that it is in the interests of the Company and the Shareholders as a whole.

Effect of the Proposed Change of Company Name

The Proposed Change of Company Name will not affect any rights of the existing Shareholders. All existing share certificates of the Company in issue bearing the present name of the Company shall, after the Proposed Change of Company Name becoming effective, continue to be evidence of title to such shares and valid for trading, settlement, registration and delivery purpose. Accordingly, there will not be any arrangement for the free exchange of the existing share certificates for new certificates bearing the new English and Chinese names of the Company. Once the Proposed Change of Company Name becomes effective, any new share certificates will be issued only in the new English and Chinese names of the Company and the shares in the Company will be traded under the new stock name.

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LETTER FROM THE BOARD

Subject to the confirmation of the Stock Exchange, the English and Chinese stock short names of the Company for trading in the Shares on the Stock Exchange will also be changed after the Proposed Change of Company Name becomes effective. Further announcement(s) will be made by the Company to inform the Shareholders of the effective date of the Proposed Change of Company Name and the new English and Chinese stock short names of the Company for trading in the Shares on the Stock Exchange as and when appropriate.

EGM

A notice convening the EGM to be held on 24 November 2017 (Friday) at 10:30 a.m. at meeting room of 17F, Tower C, CITIC, A6 Jianguomenwai Ave, Chaoyang District, Beijing for the purpose of considering, and if thought fit, approving the Proposed Change of Company Name is set out on pages 5 to 6 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, the special resolution put to vote at the EGM will be decided by way of poll. None of the Shareholders will be required to abstain from voting at the EGM.

A proxy form for use at the EGM is enclosed herewith. Whether or not you are able to attend the EGM in person, you are requested to complete and return the proxy form to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the EGM or any adjournment thereof (as the case may be). Completion and return of the proxy form shall not preclude you from attending and voting at the EGM or any adjournment thereof (as the case may be) should you so wish and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

RECOMMENDATION

The Board is of the opinion that the Proposed Change of Company Name is in the interests of the Company and the Shareholders as a whole, and therefore recommends the Shareholders to vote in favour of the special resolution as set out in the notice of EGM.

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

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NOTICE OF EGM

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

(incorporated in the British Virgin Islands and continued in the Cayman Islands with limited liability)

(Stock Code: 1370)

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ Meeting ”) of Hengshi Mining Investments Limited (the “ Company ”) will be held on 24 November 2017 (Friday) at 10:30 a.m. at meeting room of 17F, Tower C, CITIC, A6 Jianguomenwai Ave, Chaoyang District, Beijing for considering and, if thought fit, passing, with or without amendments, the following resolution as a special resolution of the Company:

SPECIAL RESOLUTION

“ 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 Hengshi Mining Investments Limited” to “Aowei Holding Limited” and the dual foreign name in Chinese of the Company from “恒實礦業投資有限公司” to “奧威控股有限公司”, taking effect from the date on which the certificate of incorporation on change of name is issued by the Registrar of Companies in the Cayman Islands, and that any one of the directors or the company secretary of the Company be and is hereby authorised to do all such acts and things and execute such further documents and take all steps which, in his or her opinion may be necessary, desirable or expedient to implement and give effect to the aforesaid change of name of the Company and to attend to any necessary registration and/or filing for and on behalf of the Company.”

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

Beijing, PRC, 2 November 2017

Notes:

1. To be valid, the instrument appointing a proxy must be in writing under the hand of the appointor or of his attorney authorised in writing or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised.

1. Any member of the Company entitled to attend and vote at the meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. On a poll votes may be given either personally or by proxy. A proxy need not be a member of the Company. A member holding two or more shares of the Company may appoint more than one proxy to attend on the same occasion.

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NOTICE OF EGM

1. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority must be deposited at the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time for holding the meeting or the adjourned meeting or poll (as the case may be) at which the person named in such instrument proposes to vote, and in default the instrument of proxy shall not be treated as valid.

2. Where there are joint registered holders of any share, any one of such persons may vote at the meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto; but if more than one of such joint holders be present at the meeting personally or by proxy, 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.

3. Delivery of an instrument appointing a proxy shall not preclude a shareholder from attending and voting in person at the Meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

4. A form of proxy for use by shareholders at the Meeting is enclosed.

5. For the purpose of identifying shareholders who are entitled to attend the Meeting, the transfer books and register of members of the Company will be closed from 20 November 2017 to 24 November 2017, both days inclusive. During such period, no share transfers will be effected. In order to qualify for attending the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the office of the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712–1716, 17 Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration by each Shareholders no later than 4:30 p.m. on 17 November 2017.

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