Hengxin Technology Ltd. — AGM Information 2011

Mar 23, 2011

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

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HENGXIN TECHNOLOGY LTD. 亨鑫科技有限公司*

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

(Incorporated in Singapore with limited liability)

(Singapore Registration No.: 200414927H)

(Hong Kong Stock Code: 1085)

(Singapore Stock Code: I85)

OVERSEAS REGULATORY ANNOUNCEMENT

This overseas regulatory announcement is issued pursuant to Rule 13.09(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Hengxin Technology Ltd. (the “Company”) has published an announcement regarding “Meeting Schedule for Annual General Meeting” on the website of the Singapore Exchange Securities Trading Limited on 23 March 2011, the full text of which is set out on the next page for information purpose only.

On behalf of the Board Hengxin Technology Ltd. Cui Genxiang Executive Chairman

Hong Kong, 23 March 2011

As at the date of announcement, the executive Directors of the Company are Mr. Cui Genxiang and Dr. Song Haiyan; the non-executive Director of the Company is Ms. Zhang Zhong; and the independent non-executive Directors are Mr. Tay Ah Kong Bernard, Mr. Chee Teck Kwong Patrick and Mr. Tam Chi Kwan Michael.

* For identification purpose only

Page 1 of 1

MEETING SCHEDULE

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MEETING SCHEDULE FOR AGM

• Asterisks denote mandatory information

Name of Announcer * HENGXIN TECHNOLOGY LTD. Company Registration No. 200414927H Announcement submitted on HENGXIN TECHNOLOGY LTD. behalf of Announcement is submitted with HENGXIN TECHNOLOGY LTD. respect to * Announcement is submitted by * CUI GENXIANG Designation * Executive Chairman Date & Time of Broadcast 23-Mar-2011 17:14:55 Announcement No. 00068

>> ANNOUNCEMENT DETAILS

The details of the announcement start here ...

Date * 28 Apr 2011 Time * 03:00:PM Company * HENGXIN TECHNOLOGY LTD. Venue * THE FULLERTON HOTEL SINGAPORE, TDB ROOM (LOWER LOBBY), 1 FULLERTON SQUARE, SINGAPORE 049178 Attachments HengxinTechnology_Notice_of_AGM28042011.pdf Total size = 74K (2048K size limit recommended)

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http://info.sgx.com/webcorannc.nsf/vwprint_portal/7511BB55B7859C704825785A00311416?OpenDocum...

23/03/2011

(Company Registration Number 200414927H)

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HENGXIN TECHNOLOGY LTD.

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

(Incorporated In The Republic of Singapore)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Hengxin Technology Ltd. (“the Company”) will be held at The Fullerton Hotel Singapore, TDB Room (Lower Lobby), 1 Fullerton Square, Singapore 049178 on Thursday, 28 April 2011 at 3.00 p.m. for the following purposes:

AS ORDINARY BUSINESS

AS ORDINARY BUSINESS
1. To receive and adopt the Directors’ Report and the Audited Financial Statements of the Company and the Group for the year ended 31 December 2010 together with the Auditors’
Report thereon.	(Resolution 1)
2. To declare a frst and fnal dividend of S$0.0077 per share (one-tier tax exempt) for the year ended 31 December 2010 (2009: S$0.0091 per share (one-tier tax exempt)).	(Resolution 2)
3. To re-elect the following Directors of the Company retiring pursuant to the Articles of Association of the Company:
Mr Cui Genxiang (Retiring under Article 89)	(Resolution 3)
Dr Song Haiyan (Retiring under Article 88)	(Resolution 4)
Mr Tam Chi Kwan Michael (Retiring under Article 88)	(Resolution 5)
[See Explanatory Note (i)]
4. To approve the payment of additional Directors’ fees of S$4,100 for the fnancial year ended 31 December 2010.	(Resolution 6)
5. To approve the payment of Directors’ fees of S$320,000 for the fnancial year ending 31 December 2011 to be paid quarterly in arrears (2010: S$270,000).	(Resolution 7)
6. To re-appoint Messrs Deloitte & Touche LLP as the Auditors of the Company and to authorise the Directors of the Company to fx their remuneration.	(Resolution 8)
7. To transact any other ordinary business which may properly be transacted at an Annual General Meeting.
AS SPECIAL BUSINESS
To consider and if thought ft, to pass the following resolutions as Ordinary Resolutions, with or without any modifcations:
8. Authority to issue shares in the capital of the Company pursuant to Section 161 of the Singapore Companies Act, Cap. 50 and Rule 806 of the Listing Manual
of the Singapore Exchange Securities Trading Limited.
That pursuant to Section 161 of the Singapore Companies Act, Cap. 50 and Rule 806 of the Listing Manual of the Singapore Exchange Securities Trading Limited, the Directors of
the Company be authorised and empowered to:
(a) (i) issue shares in the Company (“shares”) whether by way of rights, bonus or otherwise; and/or
(ii) make or grant offers, agreements or options (collectively, “Instruments”) that might or would require shares to be issued, including but not limited to the creation and issue
of (as well as adjustments to) options, warrants, debentures or other instruments convertible into shares, at any time and upon such terms and conditions and for such
purposes and to such persons as the Directors of the Company may in their absolute discretion deem ft; and
(b) (notwithstanding the authority conferred by this Resolution may have ceased to be in force) issue shares in pursuance of any Instrument made or granted by the Directors of the Company
while this Resolution was in force,
(the “Share Issue Mandate”)
provided that:
(1) the aggregate number of shares (including shares to be issued in pursuance of the Instruments, made or granted pursuant to this Resolution) and Instruments to be issued
pursuant to this Resolution shall not exceed ffty per centum (50%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as
calculated in accordance with sub-paragraph (2) below), of which the aggregate number of shares and Instruments to be issued other than on a pro rata basis to existing
shareholders of the Company shall not exceed twenty per centum (20%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as
calculated in accordance with sub-paragraph (2) below);
(2) (subject to such calculation as may be prescribed by the Singapore Exchange Securities Trading Limited) for the purpose of determining the aggregate number of shares and
Instruments that may be issued under sub-paragraph (1) above, the percentage of issued shares and Instruments shall be based on the number of issued shares (excluding
treasury shares) in the capital of the Company at the time of the passing of this Resolution, after adjusting for:
(a) new shares arising from the conversion or exercise of the Instruments or any convertible securities;
(b) new shares arising from exercising share options or vesting of share awards outstanding and subsisting at the time of the passing of this Resolution; and
(c) any subsequent consolidation or subdivision of shares;
(3) in exercising the Share Issue Mandate conferred by this Resolution, the Company shall comply with the provisions of the Listing Manual of the Singapore Exchange Securities
Trading Limited for the time being in force (unless such compliance has been waived by the Singapore Exchange Securities Trading Limited) and the Articles of Association
of the Company; and
(4) unless revoked or varied by the Company in a general meeting, the Share Issue Mandate shall continue in force (i) until the conclusion of the next Annual General Meeting
of the Company or the date by which the next Annual General Meeting of the Company is required by law to be held, whichever is earlier or (ii) in the case of shares to
be issued in pursuance of the Instruments, made or granted pursuant to this Resolution, until the issuance of such shares in accordance with the terms of the Instruments,
whichever is earlier.[See Explanatory Note (ii)]	(Resolution 9)
9. Renewal of Share Purchase Mandate
That for the purposes of Sections 76C and 76E of the Singapore Companies Act, Cap. 50, the Directors of the Company be and are hereby authorised to make purchases or otherwise
acquire issued shares in the capital of the Company from time to time (whether by way of market purchases or off-market purchases on an equal access scheme) of up to ten
per centum (10%) of the total number of issued shares (excluding treasury shares) in the capital of the Company (as ascertained as at the date of Annual General Meeting of the
Company) at the price of up to but not exceeding the Maximum Price as defned in paragraph 1.3.4 of the Company’s Letter to Shareholders dated 24 March 2011 (the “Letter”), in
accordance with the “Authority and Limits of the Share Purchase Mandate” set out in the Letter, and this mandate shall, unless revoked or varied by the Company in general meeting,
continue in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law
to be held, whichever is earlier.[See Explanatory Note (iii)]	(Resolution 10)
10.Authority to issue shares under the Hengxin Share Option Scheme
That pursuant to Section 161 of the Singapore Companies Act, Cap. 50, the Directors of the Company be authorised and empowered to offer and grant options (“Options”) under
the Hengxin Share Option Scheme (”the Scheme”) and to allot and issue from time to time such number of shares in the capital of the Company as may be required to be transferred
or issued pursuant to the exercise of the Options granted by the Company under the Scheme, whether granted during the subsistence of this authority or otherwise, provided always
that the aggregate number of additional ordinary shares to be issued pursuant to the Scheme shall not exceed ffteen per centum (15%) of the total number of issued shares
(excluding treasury shares) in the capital of the Company from time to time and that such authority shall, unless revoked or varied by the Company in a general meeting, continue
in force until the conclusion of the next Annual General Meeting of the Company or the date by which the next Annual General Meeting of the Company is required by law to be
held, whichever is earlier.[See Explanatory Note (iv)]	(Resolution 11)
By Order of the Board
Shirley Lim Guat Hua
Company Secretary
Singapore, 24 March 2011
Explanatory Notes:
(i) Mr Tam Chi Kwan Michael will, upon re-election as a Director of the Company, remain as a member of the Audit Committee and will be considered independent.
(ii) The Ordinary Resolution 9 above, if passed, will empower the Directors of the Company from the date of this Meeting until the date of the next Annual General Meeting of the	Company, or the
date by which the next Annual General Meeting of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to
issue shares, make or grant instruments convertible into shares and to issue shares pursuant to such instruments, up to a number not exceeding, in total, 50% of the total number of issued shares
(excluding treasury shares) in the capital of the Company, of which up to 20% may be issued other than on a pro-rata basis to existing shareholders of the Company.
For determining the aggregate number of shares that may be issued, the percentage of issued shares in the capital of the Company will be calculated based on the total number of issued shares
(excluding treasury shares) in the capital of the Company at the time this Ordinary Resolution is passed after adjusting for new shares arising from the conversion or exercise of the Instruments or any
convertible securities, the exercise of share options or the vesting of share awards outstanding or subsisting at the time when this Ordinary Resolution is passed and any subsequent consolidation or
subdivision of shares.
(iii) The Ordinary Resolution 10 above, if passed, will empower the Directors of the Company from the date of the above Meeting until the next Annual General Meeting of the Company or the date by
which the next Annual General Meeting of the Company is required by law to be held, whichever is the earlier, to repurchase ordinary shares of the Company by way of market purchases or off-market purchases of up to ten per centum (10%) of the total number of issued shares (excluding treasury shares) in the capital of the Company at the Maximum Price as defned in paragraph 1.3.4of the Company’s Letter. The rationale for, the authority and limitation on, the sources of funds to be used for the purchase or acquisition including the amount of fnancing and the fnancial effectsof the purchase or acquisition of ordinary shares by the Company pursuant to the Share Purchase Mandate on the audited consolidated fnancial accounts of the Group for the fnancial year ended31 December 2010 are set out in greater detail in the Letter.
(iv) The Ordinary Resolution 11 above, if passed, will empower the Directors of the Company from the date of the above Meeting until the next Annual General Meeting of the Company or the date by
which the next Annual General Meeting of the Company is required by law to be held or such authority is varied or revoked by the Company in a general meeting, whichever is the earlier, to issueshares in the Company pursuant to the exercise of options granted or to be granted under the Scheme up to a number not exceeding in total (for the entire duration of the Scheme) ffteen per centum(15%) of the issued shares in the capital of the Company from time to time.
IMPORTANT: Notwithstanding the passing of the Ordinary Resolution No. 9, 10 and 11, the Company shall from time to time comply with the relevant requirements under the
Hong Kong Listing Rules in relation to issuance of securities, repurchase of shares and issuance of shares under share option scheme.
Note:-

1. A Member entitled to attend and vote at the Annual General Meeting (the “Meeting”) is entitled to appoint more than one proxy to attend and vote in his/her stead. A proxy need not be a Member of the Company.

2. The instrument appointing a proxy must be deposited at the Principal Share Registrar of the Company, Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place Singapore Land Tower #32-01 Singapore 048623 (for Singapore Shareholders), or at the office of the Company’s Branch Share Registrar, Tricor Investor Services Limited, at 26[th] Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (for Hong Kong Shareholders), not less than forty-eight (48) hours before the time appointed for holding the Meeting.

3. If the member is a corporation, the instrument appointing a proxy must be executed under seal or the hand of its duly authorized officer or attorney.

4. A depositor whose name appears in the Depository Register (as defined in Section 130A of the Singapore Companies Act) of the Company and who is unable to attend personally but wishes to appoint a nominee to attend and vote on his behalf, or if such depositor is a corporation, should complete the depositor proxy form under seal or the hand of its duly authorized officer or attorney and lodge the same at the office of the Company’s Singapore Principal Share Registrar, Boardroom Corporate & Advisory Services Pte Ltd. at 50 Raffles Place, Singapore Land Tower #32-01, Singapore 048623, not later than 48 hours before the time appointed for the meeting.