Hsin Chong : Notice of Special General Meeting

E160431115Ann.indd

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

HSIN CHONG GROUP HOLDINGS LIMITED

新 昌 集 團 控 股 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 00404) NOTICE OF SPECIAL GENERAL MEETING NOTICE IS HEREBY GIVEN that a special general meeting (the "Meeting") of Hsin Chong Group Holdings Limited (the "Company") will be held at 2nd Floor, Hsin Chong Center, 107-109 Wai Yip Street, Kwun Tong, Kowloon, Hong Kong on Thursday, 19 May 2016 at 11:15 a.m. or immediately after the conclusion or adjournment of the annual general meeting of the Company to be held on Thursday, 19 May 2016 (whichever is the later) for the purpose of considering and, if thought fit, passing with or without amendments, the following resolutions of the Company:

1. "THAT

   ORDINARY RESOLUTIONS

2. the conditional subscription deed dated 18 January 2016 (the "Subscription Deed") entered into between the Company and Dr. Wilfred Wong Ying Wai, in relation to the subscription of convertible bonds (the "Zero Coupon Convertible Bonds") for an aggregate principal amount of HK$34,000,000 issued by the Company, a copy of the Subscription Deed having been produced to the SGM and marked "A" and initialed by the chairman of the Meeting for the purpose of identification, and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified;

3. the directors of the Company be and are hereby granted a specific mandate to exercise powers of the Company to allot and issue such number of shares of the Company as may be required to be allotted and issued upon exercise of the conversion rights attaching to the Zero Coupon Convertible Bonds; and

4. any one or more directors of the Company be and are hereby authorised to sign, execute, perfect, deliver and do all such documents, deeds, acts, matters and things, as the case may be, as they may in their discretion consider necessary desirable or expedient to carry out and implement the Subscription Deed and the transactions contemplated thereunder into full effect."

5. "THAT:

6. the issue and allotment of new shares of HK$0.10 each in the share capital of the Company (the "Conversion Shares") upon the exercise of the conversion rights attaching to the US$100 million 6% convertible bonds due 2017 (the "6% Convertible Bonds") issued by the Company on 20 November 2015 and listed on The Stock Exchange of Hong Kong Limited at a reset conversion price of not less than HK$0.70 per Share (subject to adjustment), both in accordance with the terms and conditions of the 6% Convertible Bonds be and is hereby approved; and

7. the Directors be and are hereby authorised to do all such acts and things as they consider necessary, desirable or expedient for the implementation of and giving effect to the resolution set out in paragraph (a) above."

By order of the Board

Hsin Chong Group Holdings Limited Joseph CHOI Kin Hung

Executive Director and Chief Executive Officer

Hong Kong, 3 May 2016

Registered office Clarendon House 2 Church Street

Hamilton HM 11 Bermuda

Principal place of business in Hong Kong:

Hsin Chong Center

107-109 Wai Yip Street Kwun Tong

Kowloon

Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.

3. To be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting or any adjournment thereof.

4. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.

5. Where there are joint holders of any shares, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint holding.

6. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.

7. Pursuant to the Listing Rules, the voting on the ordinary resolution at the Meeting will be conducted by way of poll.

As at the date of this announcement, the Board comprises Ir. Joseph CHOI Kin Hung (Chief Executive Officer), Mr. LUI Chun Pong (Chief Financial Officer), Mr. Wilfred WU Shek Chun (Director of Mergers and Acquisitions) and Mr. ZHOU Wei as Executive Directors; Mr. LIN Zhuo Yan (Non-executive Chairman), Mr. YAN Jie, Mr. CHEN Lei and Mr. CHUI Kwong Kau as Non-executive Directors; and Mr. CHENG Sui Sang, Mr. GAO Jingyuan, Ms. LEE Jai Ying and Mr. KWOK, Shiu Keung Ernest as Independent Non-executive Directors.