China Hanking : PROPOSED ADOPTION OF SHARE OPTION SCHEME BY HANKING AUSTRALIA INVESTMENT AND NOTICE OF EXTRAORDINARY GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Hanking Holdings Limited, you should hand this circular together with the accompanying form of proxy at once to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or the transfer was effected for transmission to the purchaser or the transferee.

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.

CHINA HANKING HOLDINGS LIMITED 中國罕王控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 03788)

PROPOSED ADOPTION OF SHARE OPTION SCHEME

BY HANKING AUSTRALIA INVESTMENT

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 3 to 7 of this circular. A notice convening the EGM to be held at Conference Room, 22nd Floor, No.227, Qingnian Street, Shenhe District, Shenyang, the PRC on Friday, 25

January 2019 at 9:00 a.m. is set out on pages 14 to 15 of this circular. A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the websites of the Company (www.hankingmining.com) and of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk).

Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183

Queen's Road East, Wanchai, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding the EGM (i.e. at or before 9:00 a.m. on Wednesday, 23 January 2019 (Hong Kong time)) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

9 January 2019

TABLE OF CONTENT

DEFINITIONS ....................................................... 1

LETTER FROM THE BOARD ........................................... 3

APPENDIX - SUMMARY OF THE PRINCIPAL TERMS OF

THE SUBSIDIARY SHARE OPTION SCHEME ................... 8

NOTICE OF THE EXTRAORDINARY GENERAL MEETING ..................... 14

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions have the following meanings:

"associate(s)"

"Board"

has the meaning ascribed to such term under the Listing Rules the board of Directors

"Business Day"

any day on which the Stock Exchange is open for the business of trading in securities

"Director(s)"

"core connected person(s)"

"Company"

China Hanking Holdings Limited (中國罕王控股有限公司), a company incorporated in the Cayman Islands with limited liability on 2 August 2010 and whose shares are listed on the Main Board of the Stock Exchange under the stock code 03788 has the meaning ascribed to such term under the Listing Rules director(s) of the Company

"Eligible Person(s)"

(i) a Key Person; (ii) an immediate family member of a Key Person; or (iii) a family trust, superannuation fund or body corporate controlled by a Key Person

"EGM"

the extraordinary general meeting to be convened and held on 25 January 2019, the notice of which is set out on pages 14 to 15 of this circular, and any adjournment thereof for the purpose of considering, and if thought fit, approving the Subsidiary Share Option Scheme and the transactions contemplated thereunder

"Grantee"

any Eligible Person who accepts an offer for the grant of an Option in accordance with the terms of the Subsidiary Share Option Scheme or, if applicable, the Grantee's nominee on the Grantee's behalf or his legal personal representative(s)

"Group"

the Company and its subsidiaries

"HAI Board"

the board of directors of Hanking Australia Investment from time to time or a duly authorised committee of the board of directors of Hanking Australia Investment or such other committee as the board of directors of Hanking Australia Investment may authorise for the purpose of administering the Subsidiary Share Option Scheme

"HAI Group Company"

Hanking Australia Investment, its related bodies corporate (has the meaning given to it in the Corporations Act 2001 (Cth)) and any other bodies corporate as and any other bodies corporate as determined by the HAI Board from time to time

DEFINITIONS
"HAI Share(s)"	shares in the capital of Hanking Australia Investment
"Hanking Australia Investment"	Hanking Australia Investment Pty Ltd, a company incorporated in
Australia with limited liability and a direct non-wholly-owned
subsidiary of the Company
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
Republic of China
"INED(s)"	independent non-executive director(s) of the Company
"Key Person"	(i) a full-time or part-time employee of a HAI Group Company
(including an executive director); (ii) a non-executive director of a
HAI Group Company; or (iii) any person the HAI Board determines
to be a Key Person when issuing or granting the Options
"Latest Practicable Date"	7 January 2019, being the latest practicable date prior to the
printing of this circular for ascertaining certain information in this
circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
Exchange
"Offer"	the offer of the grant of an Option
"Option(s)"	option(s) to subscribe for the HAI Shares granted pursuant to the
Subsidiary Share Option Scheme
"Participant"	an Eligible Person who has accepted an Offer under the Subsidiary
Share Option Scheme and includes, if a Participant dies or become
subject to a legal disability, the legal personal representative of the
Participant
"Share(s)"	the ordinary share(s) of the Company
"Shareholder(s)"	the shareholder(s) of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Subsidiary Scheme Mandate Limit"	the meaning given to that term in paragraph 3 in the Appendix
"Subsidiary Share Option Scheme"	the share option scheme proposed to be adopted by Hanking
Australia Investment at the EGM, a summary of the principal terms
of which is set out in the Appendix to this circular
"substantial shareholder"	has the meaning ascribed to such term under the Listing Rules
"%"	per cent.

LETTER FROM THE BOARD

CHINA HANKING HOLDINGS LIMITED 中國罕王控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 03788)

Executive Directors: Mr. Yang Jiye

Mr. Zheng Xuezhi Dr. Qiu Yumin Mr. Xia Zhuo

Non-executive Director: Mr. Kenneth Jue LeeIndependent Non-executive Directors: Mr. Wang Ping

Dr. Wang Anjian Mr. Ma Qingshan

To the Shareholders

Dear Shareholders,

Registered Office: Cricket Square Hutchins Drive P.O. Box 2681

Grand Cayman, KY1-1111 Cayman Islands

Headquarters in the PRC: 22nd Floor, Hanking Tower No. 227, Qingnian Street Shenhe District Shenyang 110016 Liaoning Province PRC

Principal Place of Business in Hong Kong: 31/F, Tower Two

Times Square

1 Matheson Street Causeway Bay Hong Kong

9 January 2019

PROPOSED ADOPTION OF SHARE OPTION SCHEME

BY HANKING AUSTRALIA INVESTMENT

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING