Hengxin Technology Ltd. — AGM Information 2016

Nov 17, 2016

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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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the ‘‘Meeting’’) of Hengxin Technology Ltd. (the ‘‘Company’’) will be held at 10: 00 a.m., on Tuesday, 6 December 2016 at Room A, 1804A, 18/F, Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong. Any Shareholder, depositor or proxy who wishes to take part in the Meeting from Singapore may attend via video conference which will be held at Conference Room, The Penthouse, 7 Temasek Boulevard, #44–01 Suntec Tower One, Singapore 038987. Any person attending the said video conference will be able to pose questions to the Company and to comment to the issues to be considered at the Meeting as set forth in this notice. The Meeting will be convened for the purposes of considering and, if thought fit, passing (with or without modifications) the following resolutions as ordinary resolutions:

Unless the context requires otherwise, capitalised terms used herein shall have the same meaning as those defined in the circular of the Company dated 18 November 2016.

AS ORDINARY RESOLUTIONS

1. To approve and confirm the Raw Materials Purchase Master Agreement dated 29 September 2016 entered into between Hengxin (Jiangsu), a wholly-owned subsidiary of the Company, as purchaser, and Suzhou Hengli, as supplier (a copy of which shall be produced at the meeting marked ‘‘A’’ for identification purpose) and the terms and conditions thereof, and the transactions contemplated thereunder (including the proposed annual cap for each of the three years ending 31 December 2017, 2018 and 2019) and the performance and implementation thereof;

2. To approve and confirm the Products Sales Master Agreement dated 29 September 2016 entered into between Hengxin (Jiangsu), a wholly-owned subsidiary of the Company, as supplier, and Suzhou Hengli, as purchaser (a copy of which shall be produced at the meeting marked ‘‘B’’ for identification purpose) and the terms and conditions thereof, and the transactions contemplated thereunder (including the proposed annual cap for each of the three years ending 31 December 2017, 2018 and 2019) and the performance and implementation thereof;

• For identification purpose only

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1. To approve, ratify and confirm the authorisation to any one Director of the Company for and on behalf of the Company, among other things, to sign, execute, perfect and/or deliver or to authorise signing, executing, perfecting and/or delivering (and to affix the Company’s common seal to, if necessary, in accordance with the Constitution of the Company) the CCT Agreements and all such documents, instruments, agreements or deeds and to do or authorise doing all such other acts or things which he/she may in his/ her discretion consider necessary, expedient or desirable in connection with or incidental to any of the matters contemplated under the CCT Agreements and the respective annual caps thereunder or to give effect to and implement the CCT Agreements, and to waive compliance from or make and agree such variations of a non-material nature to the terms of the CCT Agreements that the Directors may in their discretion consider to be desirable and in the interests of the Company and Shareholders as a whole and all the Directors’ acts as aforesaid; and

2. To appoint KPMG LLP as the auditor of the Company and to authorise the Board to fix their remuneration.

By order of the Board Hengxin Technology Ltd. Cui Wei Chairman

Singapore, 18 November 2016

Notes:

1. A member of the Company (the ‘‘Member’’) entitled to attend and vote at the Meeting is entitled to appoint no more than two (2) proxies to attend and vote in his/her stead. A proxy need not be a Member. Where a Member appoints more than one (1) proxy, the Member shall specify the proportion of his/her shares to be represented by each such proxy, failing which the nomination shall be deemed to be alternative.

2. The instrument appointing a proxy, and if the instrument appointing a proxy is signed by an attorney, the letter or power of attorney or a duly certified copy thereof, must be deposited at the Company’s Principal Share Registrar in Singapore, 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 in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for Hong Kong Shareholders), as soon as possible and in any event not later than forty-eight (48) hours before the time appointed for holding the Meeting (or at any adjournment thereof).

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

4. A depositor whose name appears in the Depository Register (as defined in Section 81SF of the Securities and Futures Act) of the Company and who is unable to attend personally but wishes to appoint a nominee to attend and vote on his/her behalf, or if such depositor is a corporation, should complete the depositor proxy form under seal or the hand of its duly authorised officer or attorney and lodge the same at the office of the Company’s Principal Share Registrar in Singapore, Boardroom Corporate & Advisory Services Pte. Ltd., at 50 Raffles Place, Singapore Land Tower #32–01, Singapore 048623 as soon as possible and in any event, not later than forty-eight (48) hours before the time appointed for the Meeting (or at any adjournment thereof).

5. Completion and return of the proxy form will not preclude a Member from attending and voting in person at the Meeting or any adjournment thereof should he/she so wish, and in such event, the proxy form shall be deemed to be revoked.

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1. The Principal Share Registrar and Branch Share Registrar of the Company will be closed from Tuesday, 29 November 2016 to Tuesday, 6 December 2016 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending the Meeting, all transfers accompanied by the relevant share certificates and transfer forms must be lodged with the Company’s Principal Share Registrar in Singapore, 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 in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong (for Hong Kong Shareholders) not later than 4: 30 p.m. on Monday, 28 November 2016.

As at the date of this notice, the executive Directors are Mr. Du Xiping and Mr. Xu Guoqiang; the non-executive Directors are Mr. Cui Wei and Ms. Zhang Zhong; and the independent nonexecutive Directors are Mr. Tam Chi Kwan Michael, Dr. Li Jun and Mr. Pu Hong.

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