Heng Xin China : NOTICE OF SPECIAL GENERAL MEETING Release Date: 11 Jan 2016

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Heng Xin China Holdings Limited

恒 芯 中 國 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 8046)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the "Meeting" or "SGM") of Heng Xin China Holdings Limited (the "Company") will be held at Unit 2, 24/F., Harcourt House, 39 Gloucester Road, Wanchai, Hong Kong on Thursday, 28 January 2016 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. "THAT

   
   

2. the conditional subscription agreement (the "First CB Subscription Agreement") dated 8 December 2015 (a copy of the First CB Subscription Agreement has been produced to the Meeting marked "A" and initialled by the chairman of the Meeting for the purpose of identification), and entered into between the Company as issuer and National United Resources Holdings Limited as subscriber in relation to the subscription for the Convertible Bonds (as defined in the circular of the Company dated 12 January 2016) in the principal amount of HK$100,000,000 (the "First Convertible Bonds"), which entitles the holder(s) thereof to convert the same into shares (the "Shares") of HK$0.01 each in the share capital of the Company in accordance with the terms of the First Convertible Bonds at the initial conversion price of HK$0.115 (subject to adjustment) per Share, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

   
   

3. the issue of the First Convertible Bonds in accordance with the terms and conditions of the First CB Subscription Agreement and the transactions contemplated thereunder be and is hereby approved;

   
   

   * For identification purpose only

4. conditional upon, among others, the GEM Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in, the new Shares (the "Conversion Shares") among others, the conversion rights attaching to the First Convertible Bonds, the allotment and issue of the Conversion Shares to the relevant holder(s) of the First Convertible Bonds be and are hereby approved and the directors of the Company (the "Directors") be and are hereby granted with a specific mandate to allot and issue the Conversion Shares to the relevant holder(s) of the First Convertible Bonds in accordance with the terms of the First Convertible Bonds; and

   
   

5. any Director be and is hereby authorised to do all such things and acts as he may in his discretion consider as necessary, expedient or desirable for the purpose of or in connection with the implementation of the First CB Subscription Agreement and the transactions contemplated thereunder, including but not limited to the execution all such documents (in case of execution of documents under seal, to do so by any two Directors or any Director together with the secretary of the Company), as he considers necessary or expedient in his opinion to implement and/or give effect to the issue of the First Convertible Bonds, and the allotment and issue of Conversion Share(s) of which may fall to be issued upon exercise of the conversion rights attaching to the First Convertible Bonds and to agree with such variation, amendment or waiver as, in the opinion of the Directors, in the interests of the Company and its shareholders as a whole."

   
   

6. "THAT

   
   

7. the conditional subscription agreement (the "Second CB Subscription Agreement") dated 8 December 2015 (a copy of the Second CB Subscription Agreement has been produced to the Meeting marked "B" and initialled by the chairman of the Meeting for the purpose of identification), and entered into between the Company as issuer and Sino King Trading (HK) Co., Limited as subscriber in relation to the subscription for the Convertible Bonds (as defined in the circular of the Company dated 12 January 2016) in the principal amount of HK$50,000,000 (the "Second Convertible Bonds"), which entitles the holder(s) thereof to convert the same into Shares in accordance with the terms of the Second Convertible Bonds at the initial conversion price of HK$0.115 (subject to adjustment) per Share, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

   
   

8. the issue of the Second Convertible Bonds in accordance with the terms and conditions of the Second CB Subscription Agreement and the transactions contemplated thereunder be and is hereby approved;

   
   

9. conditional upon, among others, the GEM Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in, the Conversion Shares among others, the conversion rights attaching to the Second Convertible Bonds, the allotment and issue of the Conversion Shares to the relevant holder(s) of the Second Convertible Bonds be and are hereby approved and the Directors be and are hereby granted with a specific mandate to allot and issue the Conversion Shares to the relevant holder(s) of the Second Convertible Bonds in accordance with the terms of the Second Convertible Bonds; and

10. any Director be and is hereby authorised to do all such things and acts as he may in his discretion consider as necessary, expedient or desirable for the purpose of or in connection with the implementation of the Second CB Subscription Agreement and the transactions contemplated thereunder, including but not limited to the execution all such documents (in case of execution of documents under seal, to do so by any two Directors or any Director together with the secretary of the Company), as he considers necessary or expedient in his opinion to implement and/or give effect to the issue of the Second Convertible Bonds, and the allotment and issue of Conversion Share(s) of which may fall to be issued upon exercise of the conversion rights attaching to the Second Convertible Bonds and to agree with such variation, amendment or waiver as, in the opinion of the Directors, in the interests of the Company and its shareholders as a whole."

    
    

11. "THAT

    
    

12. the conditional subscription agreement (the "First Share Subscription Agreement") dated 8 December 2015 (a copy of the First Share Subscription Agreement has been produced to the Meeting marked "C" and initialled by the chairman of the Meeting for the purpose of identification), and entered into between the Company and Mr. Lim Tong Yong (the "First Share Subscriber"), in relation to the subscription for 870,000,000 new Shares (the "First Subscription Shares") at the subscription price of HK$0.115 per First Subscription Share by the First Share Subscriber, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

    
    

13. subject to the fulfilment of the conditions of the First Share Subscription Agreement, any Director be and is hereby authorised to exercise all the powers of the Company and to take all steps as might in his opinion be desirable or necessary in connection with the First Share Subscription Agreement, including but without limitation, to allot and issue the First Subscription Shares to the First Share Subscriber in accordance with and subject to the terms and conditions of the First Share Subscription Agreement; and

    
    

14. any Director be and is hereby authorised to do such acts and things, to sign and execute all such further documents (in case of execution of documents under seal, to do so by any two Directors or any Director together with the secretary of the Company) and to take such steps as he may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the First Share Subscription Agreement or any transactions contemplated thereunder and all other matters incidental thereto or in connection therewith, and to agree to and make such variations, amendments or waivers of any of the matters relating thereto or in connection therewith."

15. "THAT

    
    

16. the conditional subscription agreement (the "Second Share Subscription Agreement") dated 8 December 2015 (a copy of the Second Share Subscription Agreement has been produced to the Meeting marked "D" and initialled by the chairman of the Meeting for the purpose of identification), and entered into between the Company and Sino Perfect Investments Limited (the "Second Share Subscriber"), in relation to the subscription for 870,000,000 new Shares (the "Second Subscription Shares") at the subscription price of HK$0.115 per Second Subscription Share by the Second Share Subscriber, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

    
    

17. subject to the fulfilment of the conditions of the Second Share Subscription Agreement, any Director be and is hereby authorised to exercise all the powers of the Company and to take all steps as might in his opinion be desirable or necessary in connection with the Second Share Subscription Agreement, including but without limitation, to allot and issue the Second Subscription Shares to the Second Share Subscriber in accordance with and subject to the terms and conditions of the Second Share Subscription Agreement; and

    
    

18. any Director be and is hereby authorised to do such acts and things, to sign and execute all such further documents (in case of execution of documents under seal, to do so by any two Directors or any Director together with the secretary of the Company) and to take such steps as he may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Second Share Subscription Agreement or any transactions contemplated thereunder and all other matters incidental thereto or in connection therewith, and to agree to and make such variations, amendments or waivers of any of the matters relating thereto or in connection therewith."

    
    

19. "THAT

    
    

20. the general mandate granted to the Directors to allot, issue and deal with the unissued shares of the Company pursuant to an ordinary resolution passed at the annual general meeting of the Company held on 15 May 2015 be and is hereby revoked (without prejudice to any valid exercise of such general mandate prior to the passing of this resolution);

    
    

21. subject to the following provisions of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional Shares, and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into Shares) which would or might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;