Hengxin Technology Ltd. — M&A Activity 2013

Jul 29, 2013

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)

ANNOUNCEMENT PURSUANT TO RULE 3.2 AND RULE 3.7 OF THE HONG KONG TAKEOVERS CODE AND RULE 13.09 OF THE HONG KONG LISTING RULES AND INSIDE INFORMATION PROVISIONS UNDER PART XIVA OF THE HKSFO

AND

RESUMPTION OF TRADING

This announcement is made pursuant to Rule 3.2 and Rule 3.7 of The Hong Kong Code on Takeovers and Mergers (the ‘‘Hong Kong Takeovers Code’’) and Rule 13.09 of the Rules Governing the Listing of Securities (the ‘‘Hong Kong Listing Rules’’) on The Stock Exchange of Hong Kong Limited (the ‘‘Hong Kong Stock Exchange’’) and the Inside Information Provisions (as defined under the Hong Kong Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) (the ‘‘HKSFO’’).

Reference is also made to the announcement of Hengxin Technology Ltd. (the ‘‘Company’’) dated 26 July 2013 on the Hong Kong Stock Exchange in respect of trading halt in the shares of the Company on the Hong Kong Stock Exchange relating to possible inside information, and to the trading halt called by the Company on the Singapore Exchange Securities Trading Limited (the ‘‘Singapore Exchange’’) pending the release of an announcement.

The board (the ‘‘Board’’) of directors (the ‘‘Directors’’) of the Company noted the recent increase in both price and trading volume of the shares of the Company (the ‘‘Shares’’) on the Hong Kong Stock Exchange. Having made such enquiry with respect to the Company as is reasonable in the circumstances, the Board confirms that, save as disclosed in this announcement, the Board is not aware of any reasons for the increase in the price and trading volume of the Shares on the Hong Kong Stock Exchange or of any information which must be announced to avoid a false market in the securities of the Company or of any inside information that needs to be disclosed under Part XIVA of the HKSFO.

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The Company is considering the possible delisting of the Company from the Official List of the Singapore Exchange, which, if materialised, may involve a voluntary cash offer by certain of its shareholders under the Hong Kong Takeovers Code and the Singapore Code on Takeovers and Mergers (the ‘‘Singapore Takeovers Code’’) for all the issued Shares (other than those already owned by or agreed to be acquired by the potential offeror and parties acting in concert with it). No legally binding agreements have been entered into in respect of any of the possible transaction as at the date of this announcement. The discussions are still in progress and the possible transaction may or may not proceed.

In compliance with Rule 3.7 of the Hong Kong Takeovers Code, monthly announcement(s) setting out the progress of the aforesaid discussions will be made until announcement of firm intention to make an offer under Rule 3.5 of the Hong Kong Takeovers Code or of a decision not to proceed with an offer is made. Further announcement(s) will be made by the Company as and when appropriate or required in accordance with the Hong Kong Listing Rules, the Hong Kong Takeovers Code, the Singapore Takeovers Code and the Listing Manual of the Singapore Exchange (as the case may be).

In compliance with Rule 3.8 of the Hong Kong Takeovers Code, the relevant securities of the Company comprised 388,000,000 Shares in issue as at the date of this announcement. Save for the aforesaid, the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Hong Kong Takeovers Code) as at the date hereof.

The associates of the Company (including shareholders of the Company having interests of 5% or more in the relevant securities of the Company) are hereby reminded to disclose their dealings in any securities of the Company under Rule 22 of the Hong Kong Takeovers Code.

In accordance with Rule 3.8 of the Hong Kong Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Hong Kong Takeovers Code:

‘‘Responsibilities of stockbrokers, banks and other intermediaries

Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.

This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.

Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.’’

There is no assurance that any transaction mentioned in this announcement will materialise or eventually be consummated and the discussions may or may not lead to a general offer. Shareholders of the Company and public investors are urged to exercise extreme caution when dealing in the shares and/or other securities of the Company.

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TRADING HALT AND RESUMPTION OF TRADING

At the request of the Company, trading in the Shares on the Hong Kong Stock Exchange was halted with effect from 1: 00 p.m., and on the Singapore Exchange with effect from 1: 14 p.m., on 26 July 2013 pending the release of this announcement.

Application has been made by the Company for resumption of trading in its Shares on the Hong Kong Stock Exchange and the Singapore Exchange with effect from 9: 00 a.m. on 30 July 2013.

By order of the Board HENGXIN TECHNOLOGY LTD. Cui Genxiang Executive Chairman

Hong Kong, 29 July 2013

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

Pursuant to the Singapore Takeovers Code, the Directors (including any who may have delegated detailed supervision of this announcement) have taken all reasonable care to ensure that the facts stated and all opinions expressed in this announcement are fair and accurate and that no material facts have been omitted from this announcement, and jointly and severally accept responsibility accordingly. Where any information has been extracted or reproduced from published or otherwise publicly available sources, the sole responsibility of the Directors has been to ensure, through reasonable enquiries, that such information is accurately and correctly extracted from such sources or, as the case may be, accurately reflected or reproduced in this announcement.

All the Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

• for identification purposes only

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