THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

This circular is issued by Hengxin Technology Ltd. (the “ Company ”). If you are in any doubt as to the action you should take, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser immediately.

If you have sold or transferred all your shares in the capital of the Company, you should at once hand this circular, the notice of the annual general meeting (the “ AGM ”) and attached proxy form to the purchaser or to the stockbroker or to the bank or to the agent through whom you effected the sale for onward transmission to the purchaser or transferee.

The Singapore Exchange Securities Trading Limited assumes no responsibility for the correctness of any of the statements made, reports contained or opinions expressed in this circular.

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.

This circular appears for information purposes only and does not constitute an invitation or offer to acquire, purchase, or subscribe for securities of the Company.

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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 Company Registration Number: 200414927H)

(Hong Kong Stock Code: 1085)

(Singapore Stock Code: I85)

RENEWAL OF SHARE ISSUE MANDATE, RENEWAL OF SHARE PURCHASE MANDATE, RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

A letter from the board of directors of the Company is set out from pages 4 to 7 of this circular.

The notice convening the AGM of the Company to 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. or at any adjournment thereof is set out on pages 27-32 of this circular. If you are unable to attend the AGM, you are requested to complete and return the forms of proxy accompanying this circular in accordance with the instructions printed thereon to the Company’s Singapore Principal Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd, at 50 Raffles Place, Singapore Land Tower #32-01, Singapore 048623 (for Singapore Shareholders), or to the Company’s Branch Share Registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (for Hong Kong Shareholders) as soon as possible and in any event not less than 48 hours before the time of the AGM. Completion and return of the forms of proxy shall not preclude you from attending and voting in person at the AGM or at any adjournment thereof should you so wish.

for identification purpose only

24 March 2011

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER	FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Re-Election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Renewal of Share Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Renewal of Share Purchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Directors’ Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	Action to be taken by Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Directors’ Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	Documents Available for Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
10.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I — DETAILS OF DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE AGM . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX II — EXPLANTORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		11
NOTICE	OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	27

— i —

DEFINITIONS

In this circular, the following definitions apply throughout unless otherwise stated:

“Act” or “Companies Act”	:	The Companies Act (Chapter 50) of Singapore as
		amended, modified or supplemented from time to time
“AGM”	:	The annual general meeting of the Company to be
		convened on Thursday, 28 April 2011 at 3.00 p.m. at The
		Fullerton Hotel Singapore, TDB Room (Lower Lobby),
		1 Fullerton Square, Singapore 049178, the notice of
		which is set out on pages 27-32 of this circular
“Annual Report”	:	The annual report of the Company for the financial year
		ended 31 December 2010
“Articles”	:	The articles of association of the Company as amended,
		modified or supplemented from time to time
“Board” or “Board of Directors”	:	The board of directors of the Company
“CDP”	:	The Central Depository (Pte) Limited
“Company”	:	Hengxin Technology Ltd., a company incorporated in
		Singapore with limited liability and the Shares of which
		are listed on the Main Board of SGX-ST and the Main
		Board of the SEHK
“Depositors”	:	The term “Depositors” shall have the meaning ascribed
		to it by section 130A of the Act
“Director”	:	A director for the time being of the Company
“Group”	:	The Company and its subsidiaries
“HK$”	:	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong Listing Rules”	:	The Rules Governing the Listing of Securities on the
		SEHK, as amended, modified or supplemented from
		time to time
“Latest Practicable Date”	:	7 March 2011, being the latest practicable date prior to
		the printing of this circular
“Listing Manual”	:	The listing manual of the SGX-ST, as amended,
		modified or supplemented from time to time
“Market Day”	:	A day on which the SGX-ST is open for trading of
		securities
“Memorandum”	:	The memorandum of association of the Company as
		amended, modified or supplemented from time to time

— 1 —

DEFINITIONS

“M&A”	:	The Memorandum and Articles
“RMB”	:	Renminbi, the lawful currency of the People’s Republic
		of China
“Securities Accounts”	:	The securities account maintained with CDP, but not
		including the securities accounts maintained with a
		Depository Agent (as defined in Section 130A of the
		Act)
“SEHK”	:	The Stock Exchange of Hong Kong Limited
“SFO”	:	The Securities and Futures Ordinance (Chapter 571) of
		the Laws of Hong Kong, as amended, modified or
		supplemented from time to time
“SGX-ST”	:	Singapore Exchange Securities Trading Limited
“Share Issue Mandate”	:	The Share Issue Mandate granted to the Directors at the
		annual general meeting of the Company on 29 April
		2010 to exercise all the powers of the Company to allot,
		issue and deal with not more than the sum of 50% of the
		total number of issued shares excluding treasury shares,
		of which the aggregate number of shares to be issued
		other than on a pro rata basis to shareholders of the
		Company shall not exceed 20% of total number of issued
		shares excluding treasury shares
“Share Purchase Mandate”	:	A general unconditional Share Purchase Mandate given
		to the Directors, at the annual general meeting of the
		Company on 29 April 2010, to exercise all the powers of
		the Company to purchase or acquire Shares with an
		aggregate nominal amount of not more than 10% of the
		total nominal amount of the Shares issued, in accordance
		with the terms and conditions thereof
“Shareholder(s)”	:	Registered holder(s) of Shares except that where the
		registered holder is CDP, the term “Shareholders” in
		relation to Shares held by CDP shall mean the persons
		named as Depositors in the Depository Register
		maintained by CDP and to whose securities accounts
		such Shares are credited
“Share(s)”	:	Ordinary shares in the capital of the Company
“Singapore Listing Rules”	:	Rules of the Listing Manual, as amended, modified or
		supplemented from time to time

— 2 —

DEFINITIONS

“S$”,	“SGD”	or	“$”	and	“cents”	:	Singapore	dollars and cents respectively
“%”						:	Percentage	and per centum

The terms “Depository” and “Depository Register” shall have the meanings ascribed to them respectively in Section 130A of the Act.

Any reference in this circular to any enactment is a reference to that enactment as for the time being amended or re-enacted. Any word defined under the Companies Act, the Listing Manual, the Hong Kong Listing Rules, the SFO or any modification thereof and used in this circular shall, where applicable, have the meaning assigned to it under the Companies Act, the Listing Manual, the Hong Kong Listing Rules, the SFO or any modification thereof, as the case may be.

Words importing the singular number shall include the plural number where the context admits and vice versa. Words importing the masculine gender shall include the feminine gender where the context admits. Reference to persons shall, where applicable, include corporations.

Any reference to a time of a day in this circular is a reference to Singapore time.

Any discrepancy with the tables in this circular between the listed amounts and the totals thereof is due to rounding.

— 3 —

LETTER FROM THE BOARD

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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 Company Registration Number: 200414927H)

(Hong Kong Stock Code: 1085)

(Singapore Stock Code: I85)

Directors:

Cui Genxiang (Executive Chairman) Dr. Song Haiyan (Executive Director)

Zhang Zhong (Non-Executive Director) Tay Ah Kong Bernard

(Independent Non-executive Director) Chee Teck Kwong Patrick

(Independent Non-executive Director)

Tam Chi Kwan Michael

Registered Office:

10 Anson Road, #15-07 International Plaza, Singapore 079903

Head office and principal place of business in Singapore

16 Raffles Quay #33-02B Hong Leong Building Singapore 048581

(Independent Non-executive Director)

Date: 24 March 2011

To the Shareholders of Hengxin Technology Ltd.

Dear Sir/Madam,

RENEWAL OF SHARE ISSUE MANDATE, RENEWAL OF SHARE PURCHASE MANDATE, RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular serves to provide you with information on the resolutions to be proposed at the AGM for the approval of the renewal of Share Issue Mandate, the renewal of Share Purchase Mandate, and the re-election of the retiring Directors.

* for identification purpose only

— 4 —

LETTER FROM THE BOARD

2. RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 88 and Article 89 of the Articles, Mr Cui Genxiang, Dr Song Haiyan, and Mr Tam Chi Kwan Michael shall retire at the AGM and, being eligible, offer themselves for re-election at the AGM. The information required to be disclosed under the Hong Kong Listing Rules in relation to the retiring Directors proposed for re-election are set out in Appendix I to this circular.

3. RENEWAL OF SHARE ISSUE MANDATE

3.1 At the annual general meeting of our Company held on 29 April 2010, the Directors have been granted a Share Issue Mandate to allot and issue Shares not more than the sum of 50% of the total number of issued Shares excluding treasury shares, of which the aggregate number of Shares (including Shares to be issued in pursuance of instruments (as defined in the Company’s resolutions dated 29 April 2010) made or granted pursuant to the resolution) to be issued other than on a pro rata basis to Shareholders of the Company shall not exceed 20% of the total number of issued Shares excluding treasury shares. The 50% limit in the foregoing sentence may be increased to 100% for issues of Shares and/or instruments by way of a renounceable rights issue where Shareholders of the Company are entitled to participate in the same on a pro rata basis.
3.2 The Share Issue Mandate will expire at the conclusion of our Company’s AGM, or at the expiration of the period within which our Company is required by the rules of the SGX-ST or any applicable laws of Singapore to hold its next annual general Meeting, whichever occurs first.
3.3 The Hong Kong Listing Rules provide that the Share Issue Mandate shall be subject to a restriction that the aggregate number of Shares allotted or agreed to be allotted under the Share Issue Mandate must not exceed 20% of the existing issued share capital of the Company. Going forward, we will comply with the requirements under the Hong Kong Listing Rules or the Listing Manual for matters relating to the Share Issue Mandate, whichever is more onerous.

4. RENEWAL OF SHARE PURCHASE MANDATE

4.1 At the annual general meeting of the Company held on 29 April 2010, the Directors have been granted a general unconditional Share Purchase Mandate to exercise all the powers of the Company to repurchase Shares with an aggregate nominal amount of not more than 10% of the total nominal amount of the Shares issued at the date of the last annual general meeting held before the resolution authorising such share purchase mandate is passed or as at the date of the resolution authorising the share purchase mandate is passed, whichever is higher, at such price or prices as may be determined by our Directors from time to time, up to the price (excluding brokerage, commissions, stamp duties, applicable goods and services tax and other related expenses) which shall not exceed (i) in the case of a market purchase, one hundred and five per cent. (105%) of the average closing market price of the Shares transacted on the SGX-ST over the last five (5) market days (on which transactions in the Shares are recorded) immediately preceding the date of the market purchase by the Company; and (ii) in the case of an off-market purchase, one hundred and twenty per cent. (120%) of the highest price a Share is transacted on the SGX-ST on the market day (when transactions in the Shares are recorded) immediately preceding the date on which the Company announces an off-market purchase offer stating the purchase price and the relevant terms of the equal access scheme.

— 5 —

LETTER FROM THE BOARD

4.2 The Share Purchase Mandate was made in accordance with the Listing Manual. In the event that the Company shall purchase its own shares, it is required to comply with the more onerous requirements under both the Hong Kong Listing Rules and the Listing Manual.
4.3 Unless revoked or varied by the Company in AGM, the Share Purchase Mandate shall continue in force until the conclusion of the Company’s AGM or the date by which the next annual general meeting of the Company is required by law to be held, whichever is earlier.
4.4 As at the Latest Practicable Date, the number of Shares in issue was 388,000,000. Accordingly, the exercise of the Share Purchase Mandate in full would enable the Company to repurchase a maximum of 38,800,000 Shares. The renewal of the Share Purchase Mandate will provide flexibility to the Directors to purchase or acquire Shares when it is in the interest of the Company. An explanatory statement setting out the details of the Share Purchase Mandate is attached as Appendix 2 to this circular.

IMPORTANT: Notwithstanding the renewal of the Share Issue Mandate and the Share Purchase Mandate, the Company shall from time to time comply with the relevant requirements under the Hong Kong Listing Rules in relation to issuance of securities, in particular Rules 7.19(6) and 13.36 thereof.

5. DIRECTORS’ RECOMMENDATIONS

5.1 The Board is pleased to recommend the retiring Directors, details of whom are set out in Appendix I to this circular, for re-election at the AGM.
5.2 The Board considers that the renewal of the Share Issue Mandate, the renewal of Share Purchase Mandate and the re-election of retiring Directors are in the interests of the Group and are not prejudicial to Shareholders as a whole. Accordingly, the Directors recommend that Shareholders vote in favour of the resolutions relating to the renewal of the Share Issue Mandate, the renewal of Share Purchase Mandate and the re-election of retiring Directors to be proposed at the AGM.

6. ANNUAL GENERAL MEETING

The AGM, notice of which is circulated with this circular, is being convened 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 purpose of considering and, if thought fit, passing, with or without any modifications, the resolution in relation to the renewal of Share Issue Mandate, the renewal of the Share Purchase Mandate and the re-election of retiring Directors.

— 6 —

LETTER FROM THE BOARD

7. ACTION TO BE TAKEN BY SHAREHOLDERS

Shareholders who are unable to attend the AGM and wish to appoint a proxy to attend and vote at the AGM on their behalf will find attached to this circular a proxy form which they are requested to complete, sign and return in accordance with the instructions printed thereon as soon as possible and in any event so as to arrive at the Company’s Singapore Principal Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd., 50 Raffles Place, Singapore Land Tower #32-01, Singapore 048623 (for Singapore Shareholders), or to the Company’s Branch Share Registrar, Tricor Investor Services Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong (for Hong Kong Shareholders) as soon as possible and in any event not less than 48 hours before the time fixed for the AGM. The sending of a proxy form by a Shareholder does not preclude him from attending and voting in person at the AGM if he finds that he is able to do so. In such event, the relevant proxy form will be deemed to be revoked.

8. DIRECTORS’ RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts, the omission of which would make any statement in this circular misleading.

Where information contained in this circular has been extracted from published or otherwise publicly available sources, the sole responsibility of the Directors has been to ensure that such information has been accurately and correctly extracted from these sources.

9. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be available for inspection at the office of Li & Partners at 22nd Floor, World Wide House, 19 Des Voeux Road Central, Hong Kong, during normal business hours for three (3) months from the date hereof:

(a) The Memorandum and Articles; and
(b) The Annual Report.

10. GENERAL INFORMATION

Your attention is drawn to the information set out in Appendix I and Appendix II to this circular.

Yours faithfully, For and on behalf of the Board of Directors Hengxin Technology Ltd. Cui Genxiang Executive Chairman

— 7 —

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX I

Set out below are particulars of the Directors proposed to be re-elected at the AGM.

(1) Mr. Cui Genxiang (崔根香) (“Mr. Cui”)

Mr. Cui Genxiang (崔根香) , aged 42, is our Chairman and was appointed on 23 June 2005 and re-designated from non-executive Director and non-executive Chairman to our executive Director and executive chairman on 11 January 2010. Mr. Cui was one of the founders and directors of Jiangsu Hengxin Technology Co., Ltd. since its establishment in June 2003. He has been responsible for providing advice in relation to our overall corporate strategy and corporate management when he acted as our non-executive Director and non-executive Chairman. Mr. Cui is also currently the chairman and general manager of Suzhou Nongkai Bio-products Co., Ltd. (蘇州農凱生物製品有限公司), a company primarily engaged in the research and development and manufacture of biological products and the chairman and general manager of Wujiang Zhouji Penzhi Co. Ltd (吳江市洲際噴織有限公司), a company primarily engaged in the business of processing and weaving of chemical fibre fabrics and silk. From 1991 to 2000, Mr. Cui was doing sales and marketing at Hengtong Group Co., Ltd.. Between 1988 and 1990, Mr. Cui was in the non-ferrous metals business. Prior to that, Mr. Cui was head of production at Wujiang Qidu Knitted Clothing Factory (吳江市七都織服廠) from 1987 to 1988 and the vice factory head of Huzhou Sanchang Silk Weaving Factory (湖州市三長絲織廠) from 1985 to 1987. From 1983 to 1985, Mr. Cui was a technician at Wujiang Colour Woven Chemical Fibre Factory (吳江市色織化纖廠).

Save as disclosed above, Mr. Cui is not connected with any directors, senior management or substantial shareholders of the Company and did not hold any directorships in any other listed companies on the SEHK and SGX-ST and any other stock exchange during the three years preceding the date of this circular.

As at the Latest Practicable Date, Mr. Cui was deemed to be interested in 90,294,662 Shares, representing approximately 23.27% of the Company’s entire issued share capital. Mr. Cui entered into a service agreement with the Company on 29 April 2010, pursuant to which he has been re-designated and appointed as an executive Director and Chairman, and his service agreement is of an initial period of three (3) years commencing on 1 January 2010, which may be terminated by either party giving not less than six (6) months’ prior notice in writing, or in accordance with the terms thereof. Mr. Cui is subject to retirement by rotation and eligible for re-election at the AGM in accordance with the Articles.

As at the Latest Practicable Date, Mr. Cui is entitled to an annual salary of S$120,000 which was determined with reference to his roles and responsibilities and the prevailing market conditions. Pursuant to the said service contract, Mr. Cui shall be entitled, to management bonus in such sum as the Board may in its absolute discretion decide.

— 8 —

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX I

As far as the Directors are aware, there is no information of Mr. Cui to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules; and there are no other matters concerning Mr. Cui that need to be brought to the attention of the Shareholders.

(2) Dr. Song Haiyan (宋海燕) (“Dr. Song”)

Dr. Song Haiyan (宋海燕) , aged 42, joined our Group in January 2010 as the General Manager of Jiangsu Hengxin Technology Co., Ltd.. Dr. Song was appointed as our executive Director on 10 December 2010, and assisted Mr. Cui in respect of the business development of our Group. Dr. Song has over 14 years of experience in the telecommunications industry in the PRC. From 2001 to January 2010, Dr. Song worked as the Sales Director of Alcatel — SDGI Optical Fiber Co. Ltd. (Alcatel Optical Fiber Division). During this tenure, Dr. Song led his team and won a series of key strategic contracts from major telecom carriers including China Telecom, China Mobile and China Unicom. From 1997 to 2001, Dr. Song worked as the Senior Business Development Manager of Alcatel China Ltd., now known as Alcatel-Lucent Shanghai-Bell in Beijing. Dr. Song started his career as the Business Development Manager in Shen Da Telephone Company Limited, Shenzhen, Guangdong Province, from 1996 to 1997. Dr. Song obtained his Bachelor Degree in Telecommunications Engineering and Doctorate in Electromagnetic Field and Microwave Technology from Beijing University of Posts & Telecommunications in 1991 and 1996 respectively. As a postgraduate, he successfully accomplished one of the National “863” Hi-tech research and development projects and won the Bronze Medal of former Ministry of Posts & Telecommunications in 1998.

Save as disclosed above, Dr. Song is not connected with any directors, senior management or substantial shareholders of the Company and did not hold any directorships in any other listed companies on the SEHK and SGX-ST and any other stock exchange during the three years preceding the date of this circular.

As at the Latest Practicable Date, Dr. Song was deemed to be interested in 0 Shares, representing approximately 0% of the Company’s entire issued share capital. Dr. Song has entered into a service agreement with the Company on 10 December 2010, pursuant to which Dr. Song agreed to act as an executive Director for an initial term of three (3) years commencing on 10 December 2010, which may be terminated by either party giving not less than three (3) months’ prior notice in writing to the other, or in accordance with other terms thereof. Dr. Song is subject to retirement by rotation and eligible for re-election at the AGM in accordance with the Articles.

As at the Latest Practicable Date, Dr. Song is entitled to an annual salary of S$60,000 which was determined with reference to his roles and responsibilities and the prevailing market conditions. Pursuant to the said service contract, Dr. Song shall be entitled, to management bonus in such sum as the Board may in its absolute discretion decide.

As far as the Directors are aware, there is no information of Dr. Song to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules; and there are no other matters concerning Dr. Song that need to be brought to the attention of the Shareholders.

— 9 —

DETAILS OF DIRECTORS PROPOSED TO BE RE-ELECTED AT THE AGM

APPENDIX I

(3) Mr. Tam Chi Kwan Michael (譚志昆) (“Mr. Tam”)

Mr. Tam Chi Kwan Michael (譚志昆) , aged 47, is our independent non-executive Director and was appointed on 10 December 2010. Mr. Tam is currently the managing director of TLC CPA Limited, a firm of certified public accountants in Hong Kong and has more than 20 years of experience in tax consulting and auditing. He holds an Honours Diploma in Accountancy from Lingnan University (formerly Lingnan College) in Hong Kong and a Bachelor of Laws (Hons) degree from the University of Wolverhampton in the United Kingdom. Mr. Tam is a Certified Public Accountant (practicing) and a Registered Certified Tax Advisor in Hong Kong. He is a member of the Hong Kong Institute of Certified Public Accountants, the Association of Chartered Certified Accountants, the Institute of Chartered Accountants (England and Wales) and the Taxation Institute of Hong Kong. He is currently a non-executive director of Singapore Windsor Holdings Limited, a company listed on SGX-ST.

Save as disclosed above, Mr. Tam is not connected with any directors, senior management or substantial shareholders of the Company and did not hold any directorships in any other listed companies on the SEHK and SGX-ST and any other stock exchange during the three years preceding the date of this circular.

As at the Latest Practicable Date, Mr. Tam was deemed to be interested in 0 Shares, representing approximately 0% of the Company’s entire issued share capital. Mr. Tam was appointed as an independent non-executive Director for 3 years commencing from 10 December 2010 pursuant to the Letter of Appointment entered into between the Company and Mr. Tam, which is renewable automatically after the expiry of the initial term for successive terms or amended by way of subsequent written agreement between Mr. Tam and the Company. Mr. Tam is subject to retirement by rotation and eligible for re-election at the AGM in accordance with the Articles.

As at the Latest Practicable Date, Mr. Tam is entitled to an annual Director’s fee of S$50,000 which was determined with reference to his roles and responsibilities and the prevailing market conditions, subject to the approval by shareholders at the forthcoming AGM.

As far as the Directors are aware, there is no information of Mr. Tam to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Hong Kong Listing Rules; and there are no other matters concerning Mr. Tam that need to be brought to the attention of the Shareholders.

— 10 —

EXPLANATORY STATEMENT

APPENDIX II

PROPOSED RENEWAL OF THE SHARE PURCHASE MANDATE (“SHARE PURCHASE MANDATE”)

1. THE SHARE PURCHASE MANDATE

1.1 Background

At the annual general meeting of the Company held on 29 April 2010 (“ 2010 AGM ”), the shareholders of the Company (“ Shareholders ”) had approved the grant of a mandate (“ Share Purchase Mandate ”) to enable the Company to purchase or to otherwise acquire ordinary shares in the capital of the Company (“ Shares ”).

The authority contained in the aforesaid Share Purchase Mandate was expressed to continue in force until the next annual general meeting (“ AGM ”) of the Company, and as such, would be expiring on 28 April 2011, being the date of the forthcoming AGM of the Company.

As the Share Purchase Mandate will expire on the date of the forthcoming AGM of the Company on 28 April 2011 at 3.00 p.m. (“ AGM ”), the Directors of the Company propose that the Share Purchase Mandate be renewed at the forthcoming AGM.

1.2 Rationale

The Companies Act (Cap. 50) of Singapore, as amended, supplemented or modified from time to time (“ Companies Act ”) allows a Singapore-incorporated company to purchase or otherwise acquire its issued shares, stocks and preference shares if it is expressly permitted to do so by the company’s articles of association. Any purchase or acquisition of shares by the company would have to be made in accordance with, and in the manner prescribed by the Companies Act, the Listing Manual of the SGX-ST, as amended, supplemented or modified from time to time (“ Listing Manual ”) the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or modified from time to time (“ Listing Rules ”), and such other laws and regulations as may, for the time being, be applicable.

The Share Purchase Mandate will give the Directors the flexibility to purchase or acquire Shares if and when circumstances permit. Share purchases or acquisitions provide the Company and its Directors with an easy mechanism to facilitate the return of surplus cash over and above its ordinary capital requirements in an expedient and cost-efficient manner. The purchases or acquisitions of Shares may, depending on market conditions and funding arrangements, lead to an enhancement of the Earnings per Share (“ EPS ”) and/or Net Tangible Assets (“ NTA ”) per Share, and will only be made when the Directors believe that such purchases or acquisitions of Shares will benefit the Company and the Shareholders as a whole.

Share purchases or acquisitions also allow the Directors to exercise control over the Company’s share capital structure with a view to enhance the EPS and/or NTA per Share. The Share Purchase Mandate will further give the Company the opportunity to purchase or acquire Shares when such Shares are undervalued and help to buffer short-term share price volatility and offset the effects of share price speculation, thereby boosting Shareholders’ confidence and employees’ morale.

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APPENDIX II

If and when circumstances permit, the Directors will decide whether to effect the Share purchases or acquisitions via Market Purchases or Off-Market Purchases (as defined below), after taking into account the amount of surplus cash available, the then prevailing market conditions and the most cost effective and efficient approach.

The Directors will only make purchases or acquisitions of Shares pursuant to the Share Purchase Mandate when they consider it to be in the interests of the Company and the Shareholders as a whole, and in circumstances which they believe will not result in any material adverse effect on the working capital or gearing position or financial position of the Company or the Group as compared with the positions disclosed in the audited consolidated financial statements set out in the annual report of the Company for the year ended 31 December 2010 in the event that the Share Purchase Mandate is to be exercised in full at any time during the proposed share purchase period, or result in the Company being delisted from the SGX-ST or The Stock Exchange of Hong Kong Limited (“SEHK”) or any other securities exchange or being insolvent. It should be noted that the purchases pursuant to the Share Purchase Mandate may not be carried out to the full limit as mandated.

1.3 Authority and Limits of the Share Purchase Mandate

The authority and limits placed on the Share Purchase Mandate are summarised as follows:

1.3.1 Maximum Number of Shares

Only Shares which are issued and fully paid-up may be purchased or acquired by the Company. The total number of Shares that may be purchased or acquired by the Company pursuant to the Share Purchase Mandate shall not exceed ten per cent. (10%) of the issued Shares of the Company as at the date of the last AGM held before the resolution authorising the Share Purchase Mandate is passed or as at the date of the resolution authorising the Share Purchase Mandate is passed (“ Approval Date ”), whichever is higher.

For illustration purposes only, on the basis of 388,000,000 Shares in issue as at the latest practicable date, being 7 March 2011 (“ Latest Practicable Date ”), not more than 38,800,000 Shares (representing 10% of the Shares in issue as at that date) may be purchased by the Company pursuant to the Share Purchase Mandate.

1.3.2 Duration of Authority

Purchases or acquisitions of Shares may be made, at any time and from time to time, on and from the Approval Date, up to:

(a) the date on which the next AGM of the Company is held or required by law to be held; or
(b) the date on which the Share purchases are carried out to the full extent mandated; or
(c) the date on which the authority conferred by the Share Purchase Mandate is revoked or varied by the Company in general meeting,

whichever is the earliest.

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EXPLANATORY STATEMENT

APPENDIX II

The Share Purchase Mandate may be renewed at each subsequent AGM or other general meeting of the Company.

1.3.3 Manner of Purchases or Acquisitions of Shares

Purchases or acquisitions of Shares may be made by way of:

(a) on-market purchases (“ Market Purchases ”), transacted on the SGX-ST or on any other securities exchange on which the Shares are listed and/or through one or more duly licensed dealers appointed by the Company for that purpose; and/or
(b) off-market purchases (“ Off-Market Purchases ”), in accordance with an equal access scheme for the purchase or acquisition of Shares from Shareholders.

The Directors may impose such terms and conditions which are not inconsistent with the Share Purchase Mandate, the Listing Manual and the Companies Act as they consider fit in the interests of the Company in connection with or in relation to any equal access scheme(s).

Under Section 76C of the Companies Act, an equal access scheme must satisfy all the following conditions:

(a) offers under the scheme must be made to every person who holds Shares to purchase or acquire the same percentage of their Shares;
(b) all of those persons shall be given a reasonable opportunity to accept the offers made to them; and
(c) the terms of all the offers are the same, except that there shall be disregarded:
(i) differences in consideration attributable to the fact that the offers relate to Shares with different accrued dividend entitlements;
(ii) differences in consideration attributable to the fact that the offers relate to Shares with different amounts remaining unpaid; and
(iii) differences in the offers introduced solely to ensure that each member is left with a whole number of Shares.

In addition, under the Listing Manual, in making an Off-Market Purchase in accordance with an equal access scheme, the Company must issue an offer document to all Shareholders containing at least the following information:

(a) the terms and conditions of the offer;
(b) the period and procedures for acceptances;
(c) the reasons for the proposed Share purchases;

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EXPLANATORY STATEMENT

APPENDIX II

(d) the consequences, if any, of the Share purchases by the Company that will arise under the Singapore Code on Take-overs and Mergers (“ Take-over Code ”) or other applicable take-over rules;
(e) whether the Share purchases, if made, could affect the listing of the Shares on the SGX-ST; and
(f) details of any Share purchases made by the Company in the previous twelve (12) months (whether Market Purchases or Off-Market Purchases), giving the total number of Shares purchased, the purchase price per Share or the highest and lowest prices paid for the purchases, where relevant, and the total consideration paid for the purchases.

1.3.4 Maximum Purchase Price

The purchase price (excluding brokerage, stamp duties, commission, applicable goods and services tax and other related expenses) to be paid for Shares purchased or acquired pursuant to the Share Purchase Mandate will be determined by the Directors.

However, the purchase price to be paid for the Shares purchased or acquired pursuant to the Share Purchase Mandate as determined by the Directors must not exceed:

(a) in the case of a Market Purchase, one hundred and five per cent. (105%) of the Average Closing Price (as defined below) of the Shares; and
(b) in the case of an Off-Market Purchase, one hundred and twenty per cent. (120%) of the Average Closing Price (as defined below) of the Shares,

in either case, excluding related expenses of the purchase or acquisition (the “ Maximum Price ”).

For the above purposes:

“ Average Closing Price ” means the average of the closing market prices of a Shares over the last five (5) Market Days, on which transactions in the Shares were recorded, immediately preceding the date of the Market Purchase by the Company or, as the case may be, the date of the making of the offer pursuant to the Off-Market Purchase pursuant to the equal access scheme, and deemed to be adjusted for any corporate action that occurs after the relevant five (5) Market Days period; and

“ date of the making of the offer ” means the date on which the Company announces its intention to make an offer for the purchase or acquisition of the Shares to holders of Shares, stating the purchase price (which shall not be more than the Maximum Price determined on the foregoing basis) for each Share and the relevant terms of the equal access scheme for effecting the Off-Market Purchase.

1.4 Source of Funds

In purchasing or acquiring Shares pursuant to the Share Purchase Mandate, the Company may only apply funds legally available for such purchase or acquisition in accordance with the Company’s

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EXPLANATORY STATEMENT

articles of association (“ Articles ”), Listing Manual, Listing Rules and any other applicable laws and regulations. Under the Companies Act, any payment made by the Company in consideration of the purchase or acquisition of its own Shares may be made out of the Company’s capital and/or retained profits, so long as the Company is solvent. For this purpose, a company is “solvent” if:-

(i) the company is able to pay its debts in full at the time of payment for the purchase of Shares and will be able to pay its debts as they fall due in the normal course of business during the period of twelve (12) months immediately following the date of the purchase; and
(ii) the value of the company’s assets, at the time of the purchase of shares and after such purchase, is not less than the value of its liabilities (including contingent liabilities), having regard to the most recent financial statements of the company and all other circumstances that the directors or managers of the company know or ought to know affect, or may affect, such values.

The Company intends to use internal resources, or external borrowings, or a combination of both to fund purchases of Shares pursuant to the Share Purchase Mandate. However, in considering the option of external financing, the Directors will consider particularly the prevailing gearing level of the Group. The Directors will only make purchases or acquisitions of Shares pursuant to the Share Purchase Mandate in circumstances which they believe will not result in any material adverse effect to the financial position of the Company or the Group.

1.5 Status of Purchased Shares

Under the Companies Act, the Company may choose to hold the purchased Shares as treasury shares or to cancel them. The Articles also allows the Company to hold purchased Shares as treasury shares. Accordingly, the Company has the discretion to hold the purchased Shares as treasury shares or to cancel them.

However, as the Company also has a primary listing in the SEHK, it has to comply with the Listing Rules. Under Rule 10.06(5) of the Listing Rules, the listing of all shares which are purchased by the Company (whether on the SEHK or otherwise) shall be automatically cancelled upon purchase and the Company must apply for listing of any further issues of that type of shares in the normal way. The Company shall ensure that the documents of title of purchased shares are cancelled and destroyed as soon as reasonably practicable following settlement of any such purchase. Shares purchased or acquired by the Company are deemed cancelled immediately on purchase or acquisition (and all rights and privileges attached to the Shares will expire on such cancellation). The total number of issued Shares will be diminished by the number of Shares purchased or acquired by the Company.

Any Shares purchased or acquired by the Company and cancelled will be automatically delisted by the SGX-ST. Certificates in respect of purchased or acquired Shares that are cancelled by the Company will be cancelled by the Company as soon as reasonably practicable following settlement of any purchase or acquisition of such Shares.

1.6 Reporting Requirements

1.6.1 Within thirty (30) days of the passing of a Shareholders’ resolution to approve the purchases of Shares by the Company, the Company shall lodge a copy of such resolution with the Accounting & Corporate Regulatory Authority (“ ACRA ”).

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EXPLANATORY STATEMENT

APPENDIX II

1.6.2 The Company shall notify the ACRA within thirty (30) days of a purchase of Shares on the SGX-ST or otherwise. Such notification shall include details of the date of the purchases or acquisitions, the total number of Shares purchased or acquired by the Company, the number of Shares cancelled, the Company’s issued share capital before the purchase or acquisition, the Company’s issued share capital after the purchase or acquisition, the amount of consideration paid by the Company for the purchases or acquisitions, whether Shares were purchased or acquired out of the retained profits or the capital of the Company, and such other particulars as may be required in the prescribed form.
1.6.3 The Listing Manual specifies that a listed company shall report all purchases or acquisitions of its shares to the SGX-ST not later than 9.00 a.m. (a) in the case of a Market Purchase, on the Market Day following the day of purchase or acquisition of any of its shares; and (b) in the case of an Off-Market Purchase under an equal access scheme, on the second Market Day after the close of acceptances of the offer. The notification of such purchases or acquisitions to the SGX-ST shall be in such form and shall include such details as may be prescribed by the SGX-ST in the Listing Manual. The Company shall make arrangements with its stockbrokers to ensure that they provide the Company in a timely fashion with the necessary information which will enable the Company to make the notifications to the SGX-ST.
1.6.4 For an Off-Market Purchase, the Listing Manual requires that the listed company issue an offer document to all shareholders containing the information as set out in section 1.3.3 above.

1.7 Financial Effects

The financial effects on the Group arising from the purchases or acquisitions of Shares which may be made pursuant to the Share Purchase Mandate will depend on, inter alia , whether the Shares are purchased or acquired out of capital and/or retained profits of the Company, the number of Shares purchased or acquired, the consideration paid for such Shares and the number of Shares purchased or acquired which are to be cancelled. It is therefore not possible to realistically calculate or quantify the impact at this point of time.

1.7.1 Purchase or Acquisition out of Profits and/or Capital

Under the Companies Act, purchases or acquisitions of Shares by the Company may be made out of the capital and/or retained profits of the Company.

Where the purchased Shares are cancelled, a reduction by the total amount of the purchase price paid by the Company for the Shares cancelled will be made to:

(a) the share capital of the Company where the Shares were purchased out of the capital of the Company;
(b) the profits of the Company where the Shares were purchased out of the retained profits of the Company; or
(c) the share capital and profits of the Company proportionately where the Shares were purchased out of both the capital and profits of the Company.

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EXPLANATORY STATEMENT

APPENDIX II

Where the consideration paid by the Company for the purchase or acquisition of Shares is made out of retained profits, such consideration (excluding brokerage, stamp duties, commission, applicable goods and services tax and other related expenses) will correspondingly reduce the amount available for the distribution of cash dividends by the Company.

Where the consideration paid by the Company for the purchase or acquisition of Shares is made out of capital, the amount available for the distribution of cash dividends by the Company will not be reduced.

1.7.2 Number of Shares Acquired or Purchased

Purely for illustration purposes only, on the basis of 388,000,000 issued and paid-up Shares as at the Latest Practicable Date, and assuming no further Shares are issued or repurchased by the Company, on or prior to the AGM, the purchase or acquisition by the Company of up to the maximum limit of ten per cent. (10%) of its issued Shares will entail a purchase or acquisition of 38,800,000 Shares.

1.7.3 Maximum Price Paid for Shares Acquired or Purchased

In the case of Market Purchases by the Company, based on the existing issued and paid-up capital of the Company as at the Latest Practicable Date and the assumption that, pursuant to the Share Purchase Mandate, the Company purchases the maximum number of 38,800,000 Shares at the Maximum Price of S$ 0.33 per Share (being the price equivalent to five per cent. (5%) above the average of the closing market prices of the Shares for the five (5) Market Days on which the Shares were traded on the SGX-ST immediately preceding the Latest Practicable Date), the maximum amount of funds required for the purchase of 38,800,000 Shares is approximately S$ 12,804,000, excluding brokerage, stamp duties, commission, applicable goods and services tax and other related expenses.

In the case of Off-Market Purchases by the Company, based on the existing issued and paid-up capital of the Company as at the Latest Practicable Date and the assumption that, pursuant to the Share Purchase Mandate, the Company purchases the maximum number of 38,800,000 Shares at the Maximum Price of S$ 0.38 per Share (being the price equivalent to twenty per cent. (20%) above the average of the closing market prices of the Shares for the five (5) Market Days on which the Shares were traded on the SGX-ST immediately preceding the Latest Practicable Date), the maximum amount of funds required for the purchase of 38,800,000 Shares is approximately S$ 14,744,000, excluding brokerage, stamp duties, commission, applicable goods and services tax and other related expenses.

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EXPLANATORY STATEMENT

APPENDIX II

1.7.4 Illustrative Financial Effects

For illustrative purposes only, on the basis of the assumptions set out above and the following:

(a) the Share Purchase Mandate had been effective on the Latest Practicable Date and the Company had purchased the maximum of 38,800,000 Shares representing ten per cent. (10%) of the Shares in issue as at the Latest Practicable Date out of capital and cancelled;
(b) the consideration for the purchase or acquisition of the Shares is funded by external borrowings;
(c) the SGD:RMB exchange rate as at 31 December 2010 is 5.15 and the average SGD:RMB exchange rate for the 2010 financial year (“ FY2010 ”) is 4.97,

an illustration of the financial impact of Share purchases or acquisitions by the Company pursuant to the Share Purchase Mandate on the Group and the Company’s audited financial statements for FY2010 is set out below:

(1) Purchases made entirely out of external borrowings and cancelled
(A) Market Purchases

	Group	(S$ ’000)	Company	(S$ ’000)
	Before Share	After Share	Before Share	After Share
	Purchase	Purchase	Purchase	Purchase
As at 31 Dec 2010
Shareholders’ Funds	165,575	152,771	82,844	70,040
NTA(1)	165,086	152,282	82,844	70,040
Total Liabilities	77,056	90,056	859	13,859
Current Assets	209,761	209,957	21,179	21,375
Current Liabilities	76,668	89,668	859	13,859
Working Capital	47,976	48,172	20,059	20,255
Number of Shares (’000)	388,000	349,200	388,000	349,200
Financial Ratios
EPS (cents)	5.12	5.91	1.46	1.62
NTA per Share (cents)	42.55	43.61	21.35	20.06
Gearing (times)(2)	0.47	0.59	0.01	0.20
Current Ratio (times)(3)	2.74	2.34	24.66	1.54

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EXPLANATORY STATEMENT

APPENDIX II

(B) Off-Market Purchases

	Group	(S$ ’000)	Company	(S$ ’000)
	Before Share	After Share	Before Share	After Share
	Purchase	Purchase	Purchase	Purchase
As at 31 Dec 2010
Shareholders’ Funds	165,575	150,831	82,844	68,100
NTA(1)	165,086	150,342	82,844	68,100
Total Liabilities	77,056	92,056	859	15,859
Current Assets	209,761	210,017	21,179	21,435
Current Liabilities	76,668	91,668	859	15,859
Working Capital	47,976	48,232	20,059	20,315
Number of Shares (’000)	388,000	349,200	388,000	349,200
Financial Ratios
EPS (cents)	5.32	5.91	1.46	1.62
NTA per Share (cents)	42.55	43.05	21.35	19.50
Gearing (times)(2)	0.47	0.61	0.01	0.23
Current Ratio (times)(3)	2.74	2.29	24.66	1.35

NOTES:-

(1) NTA equals Shareholders’ funds less intangible assets.

(2) Gearing equals total liabilities divided by Shareholders’ funds.

(3) Current ratio equals current assets divided by current liabilities.

Shareholders should note that the financial effects set out above, based on the respective aforementioned assumptions, are for illustration purposes only. In particular, it is important to note that the above analysis is based on the historical numbers of FY2010 (save for the number of Shares, which are based on the number of Shares as at the Latest Practicable Date), and is not necessarily representative of future financial performance.

The Company will take into account both financial and non-financial factors (for example, share market conditions and the performance of the Shares) in assessing the relative impact of a Share purchase or acquisition before execution. Although the Share Purchase Mandate would authorise the Company to purchase or acquire up to ten per cent. (10%) of its issued Shares (, the Company may not necessarily purchase or acquire or be able to purchase or acquire the entire ten per cent. (10%) of its issued Shares.

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EXPLANATORY STATEMENT

APPENDIX II

1.8 Taxation

Section 10J of the Income Tax Act stipulates that when a company purchases or acquires its own shares from a shareholder using funds other than contributed capital of the company, the payment by the company shall be deemed to be a dividend paid by the company to the shareholder. Accordingly, the Company will, in repurchasing its own Shares out of profits, be deemed to have paid a dividend to its Shareholders from whom the Shares are purchased.

Shareholders who are in doubt as to their respective tax positions or tax implications of Share purchases by the Company, or who may be subject to tax whether in or outside Singapore, should consult their own professional advisers.

1.9 Listing Status

The Company is required under Rule 723 of the Listing Manual to ensure that at least ten per cent. (10%) of its Shares are in the hands of the public. The “public”, as defined under the Listing Manual, are persons other than (a) the directors, chief executive officer and substantial shareholders, or Controlling Shareholders of the Company and its subsidiaries, and (b) the associates of such persons named in (a).

The Company is required under Rule 8.08 of the Listing Rules to ensure that at least twenty-five per cent. (25%) of its Shares are in the hands of the public. According to the Listing Rules, the SEHK will not regard any connected person of the Group as a member of “the public” or Shares held by a connected person as being “in public hands”. In addition, the SEHK will not recognise as a member of “the public”: (a) any person whose acquisition of securities has been financed directly or indirectly by a connected person; and/or (2) any person who is accustomed to take instructions from a connected person in relation to the acquisition, disposal, voting or other disposition of securities of the Company registered in his/her name or otherwise held by him/her.

Note: The Company shall comply with both Listing Manual and Listing Rules. In the event of any conflict between them, the Company shall have to comply with the more onerous rules, subject to approvals from the relevant stock exchange(s) where is necessary.

As at the Latest Practicable Date, there are 249,622,813 Shares in the hands of the public, representing sixty-four point thirty-four per cent. 64.34% of the issued Shares of the Company. Assuming that the Company purchases its Shares through Market Purchases up to the full ten per cent. (10%) limit pursuant to the Share Purchase Mandate, the number of Shares in the hands of the public would be reduced to 210,822,813 Shares, representing fifty-four point thirty-four 54.34% of the remaining issued Shares of the Company (on the assumption that the purchased Shares are not cancelled).

In undertaking any purchases of its Shares, the Directors will use their best efforts to ensure that a sufficient number of Shares remain in public hands so that the Shares purchases will not:-

(a) adversely affect the listing status of the Shares on both the SGX-ST and SEHK;

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EXPLANATORY STATEMENT

APPENDIX II

(b) cause market illiquidity; or
(c) adversely affect the orderly trading of the Shares.

1.10 Suspension of Purchase

1.10.1 The Company may not effect or undertake any Share purchases or acquisitions prior to the announcement of any price-sensitive information by the Company, until such time as the price-sensitive information has been publicly announced or disseminated in accordance with the requirements of the Listing Manual.
1.10.2 The Company may not effect or undertake any Share purchases or acquisitions on the SGX-ST or SEHK during the period commencing one (1) month immediately preceding the earlier of (i) the date of the board meeting (as such date is first notified to the SGX-ST or SEHK) for the approval of the results announcement for the financial year, half-year, quarterly or any other interim period, and (ii) the deadline for the Company to publish an announcement of its results for any year or half-year or quarterly or any other interim period (whether or not required under the Listing Manual or the Listing Rules), and ending on the date of the results announcement.

1.11 (A) Implications under the Take-over Code

The resultant increase in the percentage of voting rights held by a Shareholder and persons acting in concert with him, following the purchase of Shares by the Company, will be treated as an acquisition for the purposes of Rule 14 of the Take-over Code (“ Rule 14 ”). Consequently, depending on the number of Shares purchased by the Company and the total number of Shares in the capital of the Company at that time, a Shareholder or group of Shareholders acting in concert with each other could obtain or consolidate control of the Company and could become obliged to make an offer under Rule 14.

Under the Take-over Code, persons acting in concert comprise individuals or companies who, pursuant to an agreement or understanding (whether formal or informal), cooperate, through the acquisition by any of them of shares in a company, to obtain or consolidate effective control of that company. Unless the contrary is established, the following persons, inter alia , will be presumed to be acting in concert:

(i) a company with any of its directors (together with their close relatives, related trusts as well as companies controlled by any of the directors, their close relatives and related trusts);
(ii) a company, its parent, subsidiaries and fellow subsidiaries, and their associated companies and companies of which such companies are associated companies, all with each other;
(iii) an individual with his close relatives, related trusts, any person who is accustomed to act in accordance with his instructions and companies controlled by these persons, all with each other; and

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EXPLANATORY STATEMENT

APPENDIX II

(iv) any person who has provided financial assistance (other than a bank in the ordinary course of business) to any of the above for the purchase of voting rights.

For this purpose, ownership or control of twenty per cent. (20%) but not more than fifty per cent. (50%) of the voting rights of a company will be regarded as the test of associated company status.

The circumstances under which Shareholders (including Directors) and persons acting in concert with them respectively will incur an obligation to make a general offer under Rule 14 after a purchase or acquisition of Shares by the Company are set out in Rule 14 and Appendix 2 of the Take-over Code.

In general terms, the effect of Rule 14 and Appendix 2 of the Take-over Code is that, unless exempted, the Directors and persons acting in concert with them will incur an obligation to make a general offer under Rule 14 if, as a result of the Company purchasing or acquiring Shares, the voting rights of such Directors and their concert parties would increase to thirty per cent. (30%) or more, or if the voting rights of such Directors and their concert parties fall between thirty per cent. (30%) and fifty per cent. (50%) of the Company’s voting rights, the voting rights of such Directors and their concert parties would increase by more than one per cent. (1%) in any period of six (6) months.

Under Appendix 2 of the Take-over Code, a Shareholder not acting in concert with the Directors will not be required to make a general offer under Rule 14 if, as a result of the Company purchasing or acquiring its Shares, the voting rights of such Shareholder in the Company would increase to thirty per cent. (30%) or more, or, if such Shareholder holds between thirty per cent. (30%) and fifty per cent. (50%) of the Company’s voting rights, the voting rights of such Shareholder would increase by more than one per cent. (1%) in any period of six (6) months. Such Shareholder need not abstain from voting in respect of the resolution authorising the proposed Share Purchase Mandate.

Shareholders who are in any doubt as to whether they would incur any obligations to make a take-over offer as a result of any purchase of Shares by the Company pursuant to the Share Purchase Mandate are advised to consult their professional advisers and/or the Securities Industry Council before they acquire any Shares in the Company during the period when the Share Purchase Mandate is in force.

(B) Implications under the Hong Kong Takeovers Code

If, on the exercise of the power to purchase or acquire the Shares pursuant to the Share Purchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of Rule 32 of the Hong Kong Code on Takeovers and Mergers (“ Hong Kong Takeovers Code ”). As a result, a Shareholder or a group of Shareholders acting in concert (as defined in the Takeovers Code), depending on the level of such increase, could obtain or consolidate control of the Company and may become obliged to make a mandatory offer in accordance with Rule 26 and Rule 32 of the Takeovers Code.

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EXPLANATORY STATEMENT

APPENDIX II

As at the Latest Practicable Date and to the best knowledge and belief of the Directors, Kingever Enterprises Ltd has an interest in 90,294,662 Shares, representing twenty-three point twenty-seven per cent. 23.27% of the issued capital of the Company, and Mr Cui Genxiang is deemed to be Controlling Shareholder by reason of the 90,294,662 Shares held by Kingever Enterprises Ltd. In the event that the Directors should exercise in full the power to purchase or acquire Shares under the Share Purchase Mandate and if there is no other change in the issued share capital of the Company, the shareholding of Kingever Enterprises Ltd in the Company will be increased to approximately 25.86% of the issued share capital of the Company. Such increase will not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeover Code.

The Directors are not aware of any consequence which may arise under the Hong Kong Takeovers Code as a result of any repurchases made under the Share Purchase Mandate.

The Directors do not have present intention to exercise the power to repurchase the Shares to the extent which will trigger off the mandating offer requirement pursuant to the rules of the Hong Kong Takeovers Code.

1.12 Share Purchase made and Share Price on SEHK

1.12.1 The Company has not made any Share Purchases in the twelve (12) months preceding the date of this letter.
1.12.2 The highest and lowest prices at which the Shares were traded on the SEHK in each of the following months:

Month	Price per month	Price per month
	Highest	Lowest
	HK$	HK$
2010
December (commencing from 23 December 2010, the
date of listing on the SEHK)	2.34	1.96
2011
January	2.23	1.98
February	2.21	2.06
March (up to the Latest Practicable Date)	2.14	2.08

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EXPLANATORY STATEMENT

APPENDIX II

1.13 Directors’ and Substantial Shareholders’ Interests

As at the Latest Practicable Date, the shareholdings of the Directors and the Substantial Shareholders in the Company before and after the purchase of Shares (assuming that the purchased Shares are cancelled) pursuant to the Share Purchase Mandate, based on the Register of Director’s Shareholdings and the Register of Substantial Shareholders, are as follows:-

	Before Share	Before Share	Purchase	After Share Purchase	After Share Purchase	After Share Purchase
	Direct	Deemed		Direct	Deemed
	Interest	Interest	Total	Interest	Interest	Total
	(No. of	(No. of	Interest	(No. of	(No. of	Interest
	Shares)	Shares)	(%)	Shares)	Shares)	(%)
Directors
Cui Genxiang (1)	—	90,294,662	23.27	—	90,294,662	25.86
Dr. Song Haiyan	—	—	—	—	—	—
Zhang Zhong (2)	—	28,082,525	7.24	—	28,082,525	8.04
Tay Ah Kong Bernard	—	—	—	—	—	—
Chee Teck Kwong
Patrick	—	—	—	—	—	—
Tam Chi Kwan
Michael	—	—	—	—	—	—
Substantial
Shareholders
Kingever Enterprises
Ltd	90,294,662	—	23.27	90,294,662	—	25.86
Wellahead Holdings
Ltd	28,082,525	—	7.24	28,082,525	—	8.04
United Simsen
Securities Ltd	20,000,000	—	5.15	20,000,000	—	5.73
Ji Xiao Bo(3)	—	20,000,000	5.15	—	20,000,000	5.73

NOTES :-

(1) Mr Cui Genxiang holds 100% of the total issued share capital of Kingever Enterprises Ltd. Pursuant to section 7 of the Companies Act, Mr Cui Genxiang is deemed interested in the Shares held by Kingever Enterprises Ltd.

(2) Ms Zhang Zhong holds 100% of the total issued share capital of Wellahead Holdings Ltd. Pursuant to section 7 of the Companies Act, Ms Zhang Zhong is deemed interested in the Shares held by Wellahead Holdings Ltd.
(3) Mr Ji Xiao Bo is deemed to be interested in the Shares held by a nominee company, United Simsen Securities Ltd.

— 24 —

EXPLANATORY STATEMENT

APPENDIX II

Shareholders should note that the figures in the above table are set out for illustrative purposes only and calculated on the assumption that (i) the maximum amount of ten per cent. (10%) of the Shares of the Company purchased under the Share Purchase Mandate will be cancelled and (ii) there is no change in the number of Shares held or deemed to be held by the Directors and the Substantial Shareholders.

At the Latest Practicable Date, Kingever Enterprises Ltd has an interest in 90,294,662 Shares, representing twenty-three point twenty-seven per cent. 23.27% of the issued capital of the Company. Mr Cui Genxiang is deemed to be Controlling Shareholder by reason of the 90,294,662 Shares held by Kingever Enterprises Ltd. Wellahead Holdings Ltd has an interest in 28,082,525 Shares, representing seven point twenty four per cent. 7.24% of the issued capital of the Company. Ms Zhang Zhong is deemed to be a Substantial Shareholder by reason of the 28,082,525 Shares held by Wellahead Holdings Ltd. In the event that the Company purchases a maximum of 38,800,000 Shares, being ten per cent. (10%) of the total number of Shares in issue, from Shareholders other than Kingever Enterprises Ltd and Mr Cui Genxiang, the resultant shareholding interest of Kingever Enterprises Ltd and Mr Cui Genxiang in the Company would increase from twenty-threepoint twenty-seven per cent. 23.27% to approximately twenty-five point eight-six per cent. 25.86% respectively. As such the Share Purchase Mandate, even if fully utilized, would not trigger the provisions of the Take-over Code requiring Kingever Enterprises Ltd or Mr Cui Genxiang to incur an obligation to make a take-over offer under Rule 14 of the Take-over Code.

Based on the above information, as at the Latest Practicable Date, none of the Directors will become obligated to make a general offer in the event that the Company purchases the maximum number of 38,800,000 Shares under the Share Purchase Mandate. Based on the Register of Substantial Shareholders of the Company as at the Latest Practicable Date, the Directors are not aware of any Substantial Shareholder who may become obligated to make a mandatory offer in the event that the Company purchases the maximum number of 38,800,000 Shares.

No purchase of shares have been made by the Company (whether on the Stock Exchange or otherwise) during the six months immediately prior to the Latest Practicable Date.

1.14 Directors, their associates and connected persons

The Listing Rules prohibit a company from knowingly purchasing securities on the Stock Exchange from a ‘‘connected person’’, that is, a director, chief executive or substantial shareholder of the Company or any of its subsidiaries or their respective associates and a connected person is prohibited from knowingly selling his/her/its securities to the Company.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, have any present intention, in the event that the Share Purchase Mandate is approved by the Shareholders at the AGM, to sell Shares to the Company under the Share Purchase Mandate.

No connected persons of the Company has notified the Company that he has a present intention to sell any Shares to the Company or its subsidiaries, or that he/she has undertaken not to sell any Shares held by him/her to the Company, in the event that the Share Purchase Mandate is granted by the Shareholders at the AGM.

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EXPLANATORY STATEMENT

APPENDIX II

1.15 Directors’ Undertaking

The Directors have undertaken to the SEHK and SGX-ST that they will exercise the power of the Company pursuant to the Share Purchase Mandate in accordance with the Listing Manual, the Listing Rules, the Articles, the Companies Act, Chapter 50 and any other laws and regulations, as may be applicable.

1.16 Directors’ Recommendation

The Directors are of the opinion, for the reasons set out in paragraph 1.2 above, that the renewal of the Share Purchase Mandate is in the best interests of the Company. They accordingly recommend that Shareholders vote in favour renewal of the Share Purchase Mandate to be proposed at the AGM.

1.17 Directors’ Responsibility Statement

The Directors collectively and individually accept responsibility for the accuracy of the information given in the letter, and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, the facts stated and the opinion expressed in this letter are fair and accurate in all material respects and that there are no material facts the omission of which would make any statement in this Letter misleading.

Yours faithfully For and on behalf of the Board Cui Genxiang Executive Chairman Hengxin Technology Ltd.

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NOTICE OF ANNUAL GENERAL MEETING

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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 Company Registration Number: 200414927H)

(Hong Kong Stock Code: 1085) (Singapore Stock Code: I85)

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

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)
To declare a first and final 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)
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)]

To approve the payment of additional Directors’ fees of S$4,100 for the financial year ended 31 December 2010. (Resolution 6)
To approve the payment of Directors’ fees of S$320,000 for the financial year ending 31 December 2011 to be paid quarterly in arrears (2010: S$270,000). (Resolution 7)

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NOTICE OF ANNUAL GENERAL MEETING

To re-appoint Messrs Deloitte & Touche LLP as the Auditors of the Company and to authorise the Directors of the Company to fix their remuneration. (Resolution 8)
To transact any other ordinary business which may properly be transacted at an Annual General Meeting.

AS SPECIAL BUSINESS

To consider and if thought fit, to pass the following resolutions as Ordinary Resolutions, with or without any modifications:

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 fit; 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 fifty per centum (50%) of the total

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NOTICE OF ANNUAL GENERAL MEETING

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)

— 29 —

NOTICE OF ANNUAL GENERAL MEETING

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 defined 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 fifteen 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

— 30 —

NOTICE OF ANNUAL GENERAL MEETING

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 defined in paragraph 1.3.4 of 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 financing and the financial effects of the purchase or acquisition of ordinary shares by the Company pursuant to the Share Purchase Mandate on the audited consolidated financial accounts of the Group for the financial year ended 31 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 issue shares 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) fifteen per centum (15%) of the issued shares in the capital of the Company from time to time.

— 31 —

NOTICE OF ANNUAL GENERAL MEETING

IMPORTANT: Notwithstanding the passing of the Ordinary Resolution Nos. 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:-

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.
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 26th 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.
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.
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 Principal Share Registrar, Boardroom Corporate & Advisory Services Pte. Ltd. at 50 Raffles Place Singapore Land Tower #32-01 Singapore 048623 (for Singapore Shareholders), not later than 48 hours before the time appointed for the meeting.

— 32 —

AI assistant

Hengxin Technology Ltd. — Proxy Solicitation & Information Statement 2011

49674_rns_2011-03-24_8c7f1d55-e716-4188-bdc9-61406298d4bb.pdf

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

HENGXIN TECHNOLOGY LTD. 亨鑫科技有限公司*

RENEWAL OF SHARE ISSUE MANDATE, RENEWAL OF SHARE PURCHASE MANDATE, RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

CONTENTS

DEFINITIONS

DEFINITIONS

DEFINITIONS

HENGXIN TECHNOLOGY LTD. 亨鑫科技有限公司*

Directors:

Registered Office:

Head office and principal place of business in Singapore

RENEWAL OF SHARE ISSUE MANDATE, RENEWAL OF SHARE PURCHASE MANDATE, RE-ELECTION OF DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

LETTER FROM THE BOARD

2. RE-ELECTION OF RETIRING DIRECTORS

3. RENEWAL OF SHARE ISSUE MANDATE

4. RENEWAL OF SHARE PURCHASE MANDATE

LETTER FROM THE BOARD

5. DIRECTORS’ RECOMMENDATIONS

6. ANNUAL GENERAL MEETING

LETTER FROM THE BOARD

7. ACTION TO BE TAKEN BY SHAREHOLDERS

8. DIRECTORS’ RESPONSIBILITY STATEMENT

9. DOCUMENTS AVAILABLE FOR INSPECTION

10. GENERAL INFORMATION

(1) Mr. Cui Genxiang (崔根香) (“Mr. Cui”)

(2) Dr. Song Haiyan (宋海燕) (“Dr. Song”)

APPENDIX I

(3) Mr. Tam Chi Kwan Michael (譚志昆) (“Mr. Tam”)

1. THE SHARE PURCHASE MANDATE

1.1 Background

1.2 Rationale

1.3.1 Maximum Number of Shares

1.3.2 Duration of Authority

1.3.3 Manner of Purchases or Acquisitions of Shares

1.3.4 Maximum Purchase Price

1.4 Source of Funds

EXPLANATORY STATEMENT

1.5 Status of Purchased Shares

1.6 Reporting Requirements

1.7 Financial Effects

1.7.1 Purchase or Acquisition out of Profits and/or Capital

1.7.2 Number of Shares Acquired or Purchased

1.7.3 Maximum Price Paid for Shares Acquired or Purchased

1.7.4 Illustrative Financial Effects

(B) Off-Market Purchases

1.8 Taxation

1.9 Listing Status

1.10 Suspension of Purchase

1.11 (A) Implications under the Take-over Code

(B) Implications under the Hong Kong Takeovers Code

1.12 Share Purchase made and Share Price on SEHK

1.13 Directors’ and Substantial Shareholders’ Interests

1.14 Directors, their associates and connected persons

1.15 Directors’ Undertaking

1.16 Directors’ Recommendation

1.17 Directors’ Responsibility Statement

HENGXIN TECHNOLOGY LTD. 亨鑫科技有限公司*

NOTICE OF ANNUAL GENERAL MEETING

AS ORDINARY BUSINESS

NOTICE OF ANNUAL GENERAL MEETING

AS SPECIAL BUSINESS

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF ANNUAL GENERAL MEETING

10. Authority to issue shares under the Hengxin Share Option Scheme

NOTICE OF ANNUAL GENERAL MEETING

Explanatory Notes:

NOTICE OF ANNUAL GENERAL MEETING

Note:-

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Hengxin Technology Ltd. Proxy Solicitation & Information Statement 2011