Dexin China : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; PROPOSED RE-ELECTION OF RETIRING DIRECTORS; PROPOSAL FOR DECLARATION AND PAYMENT OF FINAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT AND NOTICE OF ANNUAL GENERAL MEETING

April 27, 2021 at 10:19 am

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about 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 Dexin China Holdings Company Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or 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.

DEXIN CHINA HOLDINGS COMPANY LIMITED

德信中国控股有限公司

(A company incorporated in the Cayman Islands with limited liability)

(Stock Code: 2019)

PROPOSALS FOR GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES;

PROPOSED RE-ELECTION OF RETIRING DIRECTORS; PROPOSAL FOR DECLARATION AND PAYMENT OF

FINAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Dexin China Holdings Company Limited to be held at 10th Floor, Dexin Group, No. 588 Huanzhan East Road, Jianggan District, Hangzhou Zhejiang, PRC, on Friday, 4 June 2021 at 10:00 a.m. is set out on pages 23 to 28 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited at www.hkexnews.hk and the website of the Company at www.dothinkgroup.com. Whether or not you are able to attend the annual general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office 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 but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting (i.e. before 10:00 a.m. on Wednesday, 2 June 2021) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the annual general meeting or any adjourned meeting thereof if they so wish. The Company strongly recommends you to monitor the development of the situation with the COVID-19 and to assess, based on the social distancing policies, the necessity for attending the annual general meeting in person.

28 April 2021

	CONTENTS
		Pages
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	Issue Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . .	6

5. Proposed Declaration and Payment of Final Dividend out of the Share

	Premium Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	Notice of Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
8.	Voting by Poll	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
9.	Precautionary Measures for the Annual General Meeting . . . . . . . . . . . . . .	9
10.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX I	-	DETAILS OF THE DIRECTORS PROPOSED FOR
			RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX II	-	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . .	19
APPENDIX III	-	NOTICE OF ANNUAL GENERAL MEETING . . . . . . . .	23

- i -

DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held at
	10th Floor, Dexin Group, No. 588 Huanzhan East Road,
	Jianggan District, Hangzhou, Zhejiang, PRC on Friday, 4
	June 2021 at 10:00 a.m., or any adjournment thereof and
	notice of which is set out on pages 23 to 28 of this
	circular.
"Articles of Association"	the amended and restated articles of association of the
	Company adopted by special resolution on 11 January
	2019 and effective upon the Listing Date, and as
	amended, supplemented or otherwise modified from time
	to time
"Board"	the board of Directors
"Cayman Companies Law"	the Companies Law, Cap. 22 (Law 3 of 1961) of the
	Cayman Islands, as amended or supplemented from time
	to time
"Company"	Dexin China Holdings Company Limited (德信中国控股
	有限公司), a limited liability company incorporated
	under the laws of the Cayman Islands on 16 January
	2018, with its Shares listed on the Main Board of the
	Stock Exchange
"Director(s)"	the director(s) of the Company
"Final Dividend"	the proposed final dividend of RMB0.11 per Share as
	recommended by the Board
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of
	the PRC
"Issue Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors at the Annual General Meeting to
	allot, issue and/or deal with the Shares not exceeding
	20% of the aggregate nominal amount of the issued share
	capital of the Company as at the date of passing of the
	relevant resolution granting the relevant mandate

- 1 -

	DEFINITIONS
"Latest Practicable Date"	22 April 2021, being the latest practicable date prior to
	the printing of this circular for the purpose of
	ascertaining certain information contained in this circular
"Listing Date"	26 February 2019, being the date of listing of the Shares
	on the Main Board of the Stock Exchange
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange
"Nomination Committee"	the nomination committee of the Company
"PRC"	the People's Republic of China, excluding, for the
	purpose of this circular, Hong Kong, Macau and Taiwan
"Repurchase Mandate"	a general and unconditional mandate proposed to be
	granted to the Directors at the Annual General Meeting to
	repurchase Shares not exceeding 10% of the aggregate
	nominal amount of the issued share capital of the
	Company as at the date of passing of the relevant
	resolution granting the relevant mandate
"SFO"	Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong), as amended, supplemented or
	otherwise modified from time to time
"Share(s)"	ordinary share(s) in the capital of the Company with a
	nominal value of US$0.0005 each
"Share Premium Account"	the share premium account of the Company, the amount
	standing to the credit of which was approximately
	RMB893,879,000 as at 31 December 2020 based on the
	audited consolidated financial statements of the
	Company as at that date
"Shareholder(s)"	holder(s) of the Shares
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

- 2 -

	DEFINITIONS
"Tak Shin"	Tak Shin International Limited (德欣國際有限公司), a
	limited liability company incorporated under the laws of
	the BVI on 10 January 2018, a controlling Shareholder
	which is owned as to 92% and 8% by Mr. Hu Yiping and
	Mr. Hu Shihao respectively
"Tak Yuan"	Tak Yuan International Limited (德源國際有限公司), a
	limited liability company incorporated under the laws of
	the BVI on 22 March 2018, a controlling Shareholder
	which is wholly owned by Mr. Hu Yiping
"Takeovers Code"	the Code on Takeovers and Mergers, as amended,
	supplemented or otherwise modified from time to time
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"US$"	United States dollars, the lawful currency of the United
	States of America
"%"	per cent

In this circular, the terms "close associate", "core connected person", "controlling shareholder", "subsidiary" and "substantial shareholder" shall have the meanings given to such terms in the Listing Rules, unless the context otherwise requires.

- 3 -

LETTER FROM THE BOARD

DEXIN CHINA HOLDINGS COMPANY LIMITED

德信中国控股有限公司

(A company incorporated in the Cayman Islands with limited liability)

(Stock Code: 2019)
Executive Directors:	Registered office:
Mr. Hu Yiping (Chairman)	Cricket Square, Hutchins Drive
Mr. Fei Zhongmin	P.O. Box 2681
Ms. Shan Bei	Grand Cayman KY1-1111
	Cayman Islands
Non-executive Director:
Mr. Hu Shihao	Headquarters and principal place of
	business in the PRC:
Independent Non-executive Directors:	Dexin Group
Dr. Wong Wing Kuen Albert	No. 588 Huanzhan East Road
Mr. Ding Jiangang	Jianggan District
Mr. Chen Hengliu	Hangzhou
	Zhejiang, PRC

Principal place of business in Hong Kong:

Room 2813, 28/F.

The Center

99 Queen's Road Central

Central, Hong Kong

28 April 2021

To the Shareholders

Dear Sir or Madam

PROPOSALS FOR GENERAL MANDATES

TO ISSUE SHARES AND REPURCHASE SHARES;

PROPOSED RE-ELECTION OF RETIRING DIRECTORS; PROPOSAL FOR DECLARATION AND PAYMENT OF

FINAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to give you the notice of Annual General Meeting and

further information about the following proposals to be put forward at the Annual General

Meeting: (a) the grant to the Directors of the Issue Mandate and the Repurchase Mandate; (b)

the re-election of the retiring Directors; (c) the proposed declaration of final dividend out of

the Share Premium Account; and (d) the declaration of final dividend out of the Share Premium

Account.

- 4 -

LETTER FROM THE BOARD

2. ISSUE MANDATE

At the annual general meeting of the Company held on 4 June 2020, a general mandate was granted to the Directors to issue Shares. Such mandate will lapse at the conclusion of the Annual General Meeting.

In order to ensure flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue any new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the general mandate to issue the Shares at the Annual General Meeting. At the Annual General Meeting, an ordinary resolution no. 4(A) will be proposed to grant the Issue Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with the additional Shares in the share capital of the Company up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution in relation to the Issue Mandate.

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,701,341,000 Shares. Subject to the passing of the ordinary resolution no. 4(A) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to issue a maximum of 540,268,200 Shares under the Issue Mandate.

In addition, subject to a separate approval of the ordinary resolution no. 4(C), the number of Shares repurchased by the Company under ordinary resolution no. 4(B) will also be added to extend the 20% limit of the Issue Mandate as mentioned in the ordinary resolution no. 4(A) provided that such additional amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing the resolutions in relation to the Issue Mandate and the Repurchase Mandate. The Directors wish to state that they have no immediate plans to issue any new Shares pursuant to the Issue Mandate.

The Issue Mandate will continue to be in force from the passing of the said resolution until whichever the following first occurs: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association or to be held; and (iii) the revocation or variation of the authority given under such ordinary resolution by an ordinary resolution of the Shareholders in general meeting.

3. REPURCHASE MANDATE

At the annual general meeting of the Company held on 4 June 2020, a general mandate was granted to the Directors to repurchase Shares. Such mandate will lapse at the conclusion of the Annual General Meeting.

- 5 -

LETTER FROM THE BOARD

In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase the Shares representing up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution in relation to the Repurchase Mandate.

The Repurchase Mandate, if approved, will continue in force until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the revocation or variation of the authority given under the ordinary resolution by an ordinary resolution of the Shareholders of the Company in general meeting.

The Company has no current intention of exercising the Repurchase Mandate.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

4. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 109 of the Articles of Association, Mr. Hu Yiping, Mr. Wong Wing Kuen, Albert and Mr. Ding Jiangang will retire by rotation at the Annual General Meeting. The abovementioned Directors, being eligible, will offer themselves for re-election at the Annual General Meeting.

Ms. Shan Bei was appointed as an executive Director by the Board on 25 August 2020. In accordance with article 113 of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of the Company after his appointment and be subject to re-election at such meeting, and accordingly, Ms. Shan Bei will retire from office of a Director at the Annual General Meeting and, being eligible, will offer herself for re-election at the Annual General Meeting.

Details of the above retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

- 6 -

LETTER FROM THE BOARD

5. PROPOSED DECLARATION AND PAYMENT OF FINAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT

As announced by the Company in its announcement dated 25 March 2021 regarding the annual results of the Group for the year ended 31 December 2020, the Board recommended the payment of a final dividend of RMB0.11 per Share, subject to the approval of Shareholders at the Annual General Meeting by way of an ordinary resolution. The final dividend is intended to be paid entirely out of the Share Premium Account pursuant to the Articles of Association and in accordance with the Cayman Companies Law. As at 31 December 2020, based on the audited consolidated financial statements of the Group, the amount standing to the credit of the Share Premium Account amounted to approximately RMB893,879,000. The Board proposed to use an amount of approximately RMB297,148,000 standing to the credit of the Share Premium Account for the payment of the final dividend. Following the payment of the final dividend on the basis of 2,701,341,000 Shares in issue as at the Latest Practicable Date, there will be a remaining balance of approximately RMB596,731,000 standing to the credit of the Share Premium Account.

Conditions of the payment of the Final Dividend out of the Share Premium Account

The payment of the final dividend out of the Share Premium Account is conditional upon the satisfaction of the following conditions:

the passing of an ordinary resolution by the Shareholders approving the declaration and payment of the final dividend out of the Share Premium Account pursuant to the Articles of Association; and
the Directors being satisfied that there are no reasonable grounds for believing that the Company is, immediately following the date on which the final dividend are paid, unable to pay its liabilities as they fall due in the ordinary course of business.

The conditions set out above cannot be waived. If such conditions are not satisfied, the final dividend will not be paid.

Subject to the fulfilment of the above conditions, it is expected that the final dividend will be paid in cash on or before Thursday, 30 September 2021 to the qualifying Shareholders whose names appear on the register of members of the Company at close of business on Wednesday, 9 June 2021, being the record date for determination of entitlements to the final dividend.

The proposed final dividend shall be declared in RMB and payable in Hong Kong dollars. The dividend payable in Hong Kong dollars will be converted from RMB at the average central parity rate of RMB to Hong Kong dollars as announced by the People's Bank of China for the five business days prior to the date of the Annual General Meeting.

- 7 -

LETTER FROM THE BOARD

Reasons for payment of the Final Dividend out of the Share Premium Account

The Board considers it unnecessary to maintain the Share Premium Account at its current level. In recognition of the Shareholders' support, the Directors consider that the declaration and payment of the final dividend out of the Share Premium Account is in the interests of the Company and its Shareholders as a whole.

Effect of the payment of the Final Dividend out of the Share Premium Account

The implementation of the payment of the final dividend out of the Share Premium Account does not involve any reduction in the authorized or issued share capital of the Company nor does it involve any reduction in the nominal value of the Shares or the trading arrangements concerning the Shares.

Save for the immaterial expenses incurred as a result of the payment of the final dividend, the Directors consider that the payment of the final dividend out of the Share Premium Account will not have any material adverse effect on the financial position of the Group.

6. NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 23 to 28 of this circular is the notice of the Annual General Meeting containing, inter alia, ordinary resolutions in relation to granting the Directors the Issue Mandate and the Repurchase Mandate and approving the re-election of the retiring Directors.

7. FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange at www.hkexnews.hk and of the Company at www.dothinkgroup.com. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for the holding of the Annual General Meeting (i.e. before 10:00 a.m. on 2 June 2021) or at any adjournment thereof. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the Annual General Meeting or any adjoined meeting thereof if they so wish. The Company strongly recommends you to monitor the development of the situation with the COVID-19and to assess, based on the social distancing policies, the necessity for attending the Annual General Meeting in person.

- 8 -

LETTER FROM THE BOARD

8. VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting (save for certain procedural or administrative matters) must be taken by poll. The Chairman of the Annual General Meeting shall therefore demand voting on all resolutions set out in the notice of Annual General Meeting be taken by way of poll pursuant to article 79 of the Articles of Association.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote on a poll needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

9. PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Taking into account of the recent development of the epidemic caused by novel coronavirus pneumonia (COVID-19), the Company will implement the following prevention and control measures at the Annual General Meeting against the epidemic to protect the Shareholders from the risk of infection:-

compulsory body temperature check will be conducted for every Shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37.3 degrees Celsius will not be permitted to access to the meeting venue;
every Shareholder or proxy is required to wear surgical face mask throughout the meeting;
no souvenirs will be provided; and
no refreshments will be served.

10. RECOMMENDATION

The Directors consider that the proposed resolutions for the granting to the Directors of the Issue Mandate and the Repurchase Mandate, approving the re-election of the retiring Directors and the proposed declaration and payment of final dividend out of the Share Premium Account are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully

By Order of the Board

Dexin China Holdings Company Limited

Hu Yiping

Chairman

- 9 -

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.

1. EXECUTIVE DIRECTORS

Hu Yiping

Mr. Hu Yiping (胡一平), aged 54, is the founder of our Group and has been our Director since 16 January 2018. He was re-designated as an executive Director and the chairman of our Board on 14 August 2018. He is the chairman of the nomination committee. He was also appointed as a director of Tak Yick International Limited ("Tak Yick") and Dexin Holding (Hong Kong) Limited ("Dexin HK") on 7 February 2018 and 22 March 2018, respectively. He is also a director of certain members of the Group. Mr. Hu Yiping is the father of Mr. Hu Shihao, our non-executive Director and one of our Controlling Shareholders. He is also one of our Controlling Shareholders. Mr. Hu Yiping is primarily responsible for overall development and investment strategies and major business decisions of our Group. He has around 25 years of experience in the PRC real estate industry. He established Dexin Real Estate Group Co., Ltd ("Dexin Real Estate") on 1 September 1995 and has been the director and chairman of the board of directors since then.

Mr. Hu Yiping is the president of the Zhejiang Province Real Estate Industry Association* (浙江省房地產協會). He is also the chairman of Huzhou Chamber of Commerce in Hangzhou* (杭州市湖州商會) and the president of the New Urban Industry Committee of the General Association of Zhejiang Entrepreneurs* (浙商總會新城鎮產業委員會). Mr. Hu Yiping graduated from Zhejiang School of Construction* (浙江省建築工業學校) in Zhejiang, the PRC in January 1987 with a diploma degree (中專學歷) in Civil Engineering Specialty (工民建專業), and from Zhejiang Yu Cai Workers' University (浙江育才職工大學) in Zhejiang, the PRC in June 1995 with an associate degree (大專學歷) in Architecture. He also obtained his bachelor's degree (本科學歷) in Financial Management (online course) from Tianjin University (天津大學) in Tianjin, the PRC in 2013. He also obtained his executive master of business administration (EMBA) from Xiamen University in Xiamen, the PRC in September 2018. He also obtained a qualification for senior economist issued by Zhejiang Human Resources and Social Security Department* (浙江省人力資源和社會保障廳) in December 2007. He also obtained a qualification for engineer issued by Personnel Department of Huzhou* (湖州市人事局) in September 1996.

Shan Bei

Ms. Shan Bei (單蓓) ("Ms. Shan"), aged 36, was appointed as the Executive Director on 25 August 2020 and was appointed as the Assistant President and General Manager of Financial Management Center. She was appointed as vice president on 8 February 2021. She is mainly responsible for the management of the financial affairs of the Group. She has more than 13 years of experience in the real estate industry in China. Ms. Shan graduated from Zhejiang University of Finance and Economics in June 2007 with a bachelor degree in management majoring in accounting. She also obtained the qualification of certified public accountant in March 2010.

- 10 -

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Ms. Shan Bei joined Dexin Real Estate Group in May 2011 and successively served as the Project Finance Manager, Deputy General Manager of Fund Management Center, Deputy General Manager of Financial Management Center, etc. Prior to joining Dexin Real Estate Group, from May 2010 to April 2011, she served as the accountant of a real estate development company in China. From July 2007 to May 2010, she served as an auditor of an accounting firm in China.

2. INDEPENDENT NON-EXECUTIVE DIRECTOR

Wong Wing Kuen Albert

Dr. Wong Wing Kuen Albert (王永權) ("Dr. Wong"), aged 69, has been our independent non-executive Director since 11 January 2019. He is primarily responsible for providing independent advice on the operations and management of our Group. Dr Wong is the chairman of the audit committee. He has 27 years of experience in accounting. Dr. Wong is the principal consultant of KND Associates CPA Limited, Hong Kong, a private professional auditing firm in Hong Kong, and is responsible for administration, operation, audit and corporate taxation since January 2018. In addition, he currently holds directorship in the following listed companies:

		Place of listing	Position and
Name of entity	Principal business	and stock code	duration of office	Responsibility
APAC Resources	Natural resources	Stock Exchange	Independent non-	Review and supervise
Limited	investment and	(stock code: 1104)	executive director	financial reporting
	commodities		from July 2004 to	process and internal
	business		present	control system and
				provide advice and
				comments
Solargiga Energy	Manufacturer of	Stock Exchange	Independent non-	Review and supervise
Holdings	mono-crystallite	(stock code: 757)	executive director	financial reporting
Limited	silicon solar ingots		from January 2008	process and internal
	and wafers		to present	control system and
				provide advice and
				comments
China Merchants	Property development	Stock Exchange	Independent non-	Review and supervise
Land Limited	and management	(stock code: 978)	executive director	financial reporting
			from June 2012 to	process and internal
			present	control system and
				provide advice and
				comments

- 11 -

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

		Place of listing	Position and
Name of entity	Principal business	and stock code	duration of office	Responsibility
China VAST	Provision of services	Stock Exchange	Independent non-	Review and supervise
Industrial Urban	in the planning,	(stock code: 6166)	executive director	financial reporting
Development	development and		from August 2014	process and internal
Company	operation of large-		to present	control system and
Limited	scale industrial			provide advice and
	towns			comments
China Wan Tong	Sale of burial plots,	Stock Exchange	Independent non-	Review and supervise
Yuan (Holdings)	provision of other	(stock code: 6966)	executive director	financial reporting
Limited	burial-related		from September	process and internal
	services and		2017 to present	control system and
	provision of			provide advice and
	cemetery			comments
	maintenance
	services
Capital Finance	Short-term financing	Stock Exchange	Independent non-	Review and supervise
Holdings	services	(stock code: 8239)	executive director	financial reporting
Limited			from January 2018	process and internal
			to present	control system and
				provide advice and
				comments
China Medical &	Investment in and	Stock Exchange	Independent non-	Review and supervise
HealthCare	management and	(stock code: 383)	executive director	financial reporting
Group Limited	operation of		from December	process and internal
	healthcare and		2018 to present	control system and
	hospital businesses,			provide advice and
	eldercare			comments
	businesses, trading
	of medical
	equipment and
	related supplies,
	property
	investment and
	development,
	securities trading
	and investments,
	provision of
	financial services
	and strategic
	investment

- 12 -

APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Notwithstanding Dr. Wong's engagement as an independent non-executive director of eight companies listed on the Stock Exchange (including the Company), Dr. Wong confirmed that he would devote sufficient time to act as the independent non-executive Director based on the following:

Dr. Wong is neither a full time member of the above-named companies nor involved in the day-to-day operations or management of such companies. As such, he has no executive and management responsibility therein;
Dr. Wong is primarily required to attend relevant board meetings, committee meetings and shareholders' meetings of the above-named listed companies. He has maintained a high attendance rate for board meetings, committee meetings and shareholders' meetings for such listed companies during the respective latest financial period since his appointment date;
Dr. Wong's role as principal consultant of KND Associates CPA Limited is on a part-time basis and he is not involved in the daily management of KND Associates CPA Limited;
with his background and experience, Dr. Wong is fully aware of the responsibilities and expected time involvements for independent non-executive directors. He has not found difficulties in devoting to and managing his time with numerous companies and he is confident that with his experience in being responsible for several roles, he will be able to discharge his duties to the Company;
none of the above-named listed companies that he has directorship with has questioned or complained about his time devoted to such companies; and
Dr. Wong's role in the Group is non-executive in nature and he will not be involved in the daily management of the Group's business, thus his engagement as an independent non-executive Director will not require his full-time participation.

Based on the foregoing, the Directors do not have reasons to believe that the various positions currently held by Dr. Wong will result in Dr. Wong not having sufficient time to act as the independent non-executive Director or not properly discharging his fiduciary duties as a director of the Company.

Dr. Wong was the managing director of Charise Financial Planning Limited, a private professional consulting firm in Hong Kong, and was responsible for administration and operation from October 2005 to January 2014. He was the principal consultant of KND & Co., CPA Limited, a private professional auditing firm in Hong Kong, and was responsible for administration, operation, audit and corporate taxation from January 2014 to December 2017.

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Dr. Wong obtained his bachelor's degree in Commerce from a joint program held by Shenzhen University (深圳大學) in Shenzhen, the PRC and Clayton University in Missouri, the United States of America in May 1990. He also obtained a bachelor's degree in Business Management (online course) and a master's degree in Business Administration (online course) from Nottingham Trent University in Nottingham, the United Kingdom in December 2005 and December 2007, respectively. He also obtained his doctoral degree in Philosophy in Business Administration from the Bulacan State University, Republic of the Philippines in December 2010.

Dr. Wong was elected or admitted and has remained as member of a number of institutions, including being a fellow member of The Taxation Institute of Hong Kong since January 1999, a fellow member of The Institute of Certified Public Accountants in Ireland since August 2000, a fellow member of The Hong Kong Institute of Chartered Secretaries since February 2002, a member of The Chartered Institute of Arbitrators since May 2002, a fellow member of The Institute of Chartered Secretaries and Administrators since September 2002, a fellow member of Association of International Accountants since September 2005 and a member of the Hong Kong Securities and Investment Institute since November 2012.

Ding Jiangang

Mr. Ding Jiangang (丁建剛) ("Mr. Ding"), aged 57, has been our independent non-executive Director since 11 January 2019. He is primarily responsible for providing independent advice on the operations and management of our Group. Mr. Ding is also the chairman of the Remuneration Committee and a member of each of the Audit Committee and the Nomination Committee. He has over 6 years of research experience in the PRC real estate industry. He graduated from Xi'an Metallurgy and Architecture College* (西安冶金建築學院) in Xi'an, the PRC in June 1983 with a bachelor's degree in Civil Engineering Specialty (工民建專業). Since May 2014, Mr. Ding has been the director* (院長) of Zhejiang Daily Media Real Estate Institute* (浙報傳媒地產研究院), which is engaged in provision of market analysis of real estate industry, and is responsible for research on real estate policy and real estate market. He is currently an Independent Non-executive Director of Binjiang Service Group Ltd. (stock code: 3316) and Shinsun Holdings (Group) Co., Ltd. (stock code: 2599), both are listed on the Stock Exchange of Hong Kong Limited.

Prior to joining our Group, Mr. Ding was the director* (院長) of Transparent Market Institute* (透明市場研究院), which is engaged in provision of market analysis of real estate industry, and was responsible for research on real estate policy and real estate market from March 2013 to May 2014. He was the assistant manager (副主任) of the economic department of, and the deputy editor (副總編輯) of the website Live in Hangzhou* (住在杭州) of, Zhejiang Online News Website Co., Ltd.* (浙江在線新聞網站有限公司), which is engaged in online news publication and he was responsible for researching financial properties and providing commentaries thereon from September 2008 to March 2013. He was the journalist and producer of Zhejiang Radio & TV Group* (浙江廣播電視集團), which is engaged in publication and sales of newspaper, magazines and video, and he was responsible for production of property programs from April 1989 to September 2008. He was the teacher and the leader of teaching and research group of building structure of Zhejiang Construction Industrial College* (浙江省建築工業學校) and was responsible for teaching building structure courses and management of the teaching and research group from November 1985 to April 1989.

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Hu Yiping and Ms. Shan Bei are entitled to a basic salary of RMB500,000 and RMB950,000 per annum respectively, which are determined with reference to their responsibilities, experience, performance and the prevailing market conditions. In addition, Mr. Hu Yiping and Ms. Shan Bei are entitled to a bonus of such amount as the Board may determine in respect of each complete financial year of the Company.

Dr. Wong Wing Kuen Albert and Mr. Ding Jiangang are entitled to an annual director's remuneration of RMB133,000. The Director's remuneration was determined by reference to the performance of the individual and the Company as well as market practice and conditions.

As at the Latest Practicable Date, Mr. Hu Yiping and Ms. Shan Bei held 1,889,240,000 and 5,131,900 shares of the Company respectively.

Save as disclosed above and as at the Latest Practicable Date, each of the above Directors did not have, and was not deemed to have any interests or short positions in any Shares, underlying Shares or interests in debentures of the Company and its associated corporations within the meaning of Part XV of the SFO.

Save as disclosed above and immediately preceding the Latest Practicable Date, each of the above Directors had not held any directorships in other listed public companies during the past three years, does not hold any other position with the Company or other members of the Group and does not have any other relationships with any of the other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

Save as disclosed above, there are no other matters concerning each of the Directors that need to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

3. NOMINATION POLICY AND PROCEDURE FOR INDEPENDENT NON- EXECUTIVE DIRECTORS

The Board has adopted the following policy with regard to nomination of Directors:

Objective

The policy aims to:

set out the criteria and process in the nomination and appointment of directors of the Company;
ensure that the Board has a balance of skills, experience and diversity of perspectives appropriate to the Company; and
ensure the Board's continuity and appropriate leadership at Board level.

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

Scope

The policy applies to the directors of the Company and where applicable, senior management prepared for Board positions under the succession planning of the Company.

Nomination and Appointment of Directors

Criteria

In evaluating and selecting any candidate for directorship, the Nomination Committee shall consider the following criteria in evaluating and selecting candidates for directorships:

Character and integrity.
Qualifications including professional qualifications, skills, knowledge and experience and other aspects under the board diversity policy of the Company (the "Board Diversity Policy") that are relevant to the business and corporate strategies of the Company.
Any measurable objectives adopted for achieving diversity on the Board.
Willingness to devote adequate time to discharge duties as a Board member and other directorships and significant commitments.
Requirements for the Board to have independent directors in accordance with the Listing Rules and whether the candidates would be considered independent with reference to the independence guidelines set out in the Listing Rules.
Such other perspectives that are appropriate to the business of the Company.

Nomination Procedures

Appointment of directors

The Nomination Committee identifies individual(s) suitably qualified to become Board members, having due regard to the Board Diversity Policy and the nomination policy of the Company, and assesses the independence of the proposed independent non-executive director(s) as appropriate.
The Nomination Committee makes recommendation(s) to the Board.
The Board considers the individual(s) recommended by the Nomination Committee, having due regard to the Board Diversity Policy and the nomination policy of the Company.

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

The Board confirms the appointment of the individual(s) as director(s) or recommends the individual(s) to stand for election at a general meeting. Individual(s) appointed by the Board to fill a casual vacancy or as an addition to the Board will be subject to re-election by Shareholders at the next annual general meeting after initial appointment in accordance with the Articles of Association of the Company.
The chairman of the Nomination Committee shall attend the annual general meeting of the Company to answer the questions raised by the Shareholders on the nomination of directors and other matters in relation to the policy.
The Shareholders approve the election of individual(s), who stand(s) for election at general meeting, as director(s).

Re-appointment of directors

The Nomination Committee shall review the overall contribution and service to the Company of a retiring director including his or her attendance of Board meetings and, where applicable, general meetings, and the level of participation and performance of the Board.
The Nomination Committee shall also review and determine whether the retiring director continues to meet the criteria as set out above.
The Board considers each retiring director recommended by the Nomination Committee, having due regard to the Board Diversity Policy and the nomination policy of the Company.
The Board recommends the retiring directors to stand for re-election at the annual general meeting in accordance with the Articles of Association.
The Shareholders approve the re-election of retiring Directors at the annual general meeting.

Review and Monitoring of the Board Structure

The Nomination Committee shall review the structure, size, composition (including skills, knowledge and experience) of the Board on a regular basis at least annually and diversity of the Board to ensure that it has a balance of expertise, skills and experience and diversity of perspective appropriate to the requirements for the business of the Company.

The Nomination Committee shall keep under review the leadership needs of the Company, both executive and non-executive, with a view to ensuring the continued ability of the Company to compete effectively in the marketplace.

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APPENDIX I DETAILS OF THE DIRECTORS PROPOSED FOR RE-ELECTION

The Nomination Committee shall keep up to date and fully informed about strategic issues and commercial changes affecting the Company and the market in which it operates.

In reviewing the structure of the Board, the Nomination Committee will consider the Board diversity from a number of aspects, including but not limited to cultural and educational background, professional experience, skills and knowledge. All Board appointments will be based on meritocracy, and candidates will be considered against criteria including talents, skills and experience as may be necessary for the operation of the Board as a whole, with a view to maintaining a sound balance of the Board's composition.

The Nomination Committee is of the view that the re-election of Dr. Wong Wing Kuen Albert and Mr. Ding Jiangang as an independent non-executive Director will allow further insight in the PRC real estate market to be provided to the Board. The Nomination Committee is also of the view that Dr. Wong Wing Kuen Albert and Mr. Ding Jiangang possess the perspectives, skills and experience that can bring valuable contribution to the Board and enhance diversity in the composition of the Board by taking into consideration the Company's business mode.

In view of the above, on 25 March 2021, the Nomination Committee nominated Dr. Wong Wing Kuen Albert and Mr. Ding Jiangang for the Board to recommend them to be re-elected by the Shareholders at the Annual General Meeting.

The Board considers that Dr. Wong Wing Kuen Albert and Mr. Ding Jiangang have the character, integrity, independence and experience required to fulfill and discharge the role and duties of an independent non-executive Director in the event that he is re-elected at the forthcoming Annual General Meeting. Dr. Wong Wing Kuen Albert and Mr. Ding Jiangang have made positive contributions to the Company's strategy, policies and performance with his independent advice, comments, judgment from the perspective of his background coupled with his general understanding of business of the Group, so his re-appointment is considered to be of benefit to the Company. Also, Dr. Wong Wing Kuen Albert and Mr. Ding Jiangang did not have any relationship with any Director, senior management or substantial or controlling shareholder of the Company nor had any interests in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date. Moreover, Dr. Wong Wing Kuen Albert and Mr. Ding Jiangang have confirmed their independence pursuant to Rule 3.13 of the Listing Rules. The Board also considers that he meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.

For identification purposes only

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APPENDIX II

EXPLANATORY STATEMENT

The following is an explanatory statement required by the Stock Exchange to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.

1. LISTING RULES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions, the most important of which are summarized below:

the shares to be repurchased by a company must be fully paid-up;
the company has previously sent to its shareholders an explanatory statement complying with the Listing Rules; and
all on market repurchase of shares by a company with its primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a specific approval in relation to specific transactions or by a general mandate to the directors of the company to make such repurchase, and a copy of such resolution together with the necessary documentation have been delivered to the Stock Exchange in accordance with the Listing Rules.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,701,341,000 Shares of nominal value of US$0.0005 each. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to repurchase a maximum of 270,134,100 Shares which represent 10% of the issued share capital of the Company during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the revocation or variation of the authority given under the ordinary resolution by an ordinary resolution of the Shareholders in general meeting.

3. REASONS AND FUNDING OF REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to seek a general authority from the Shareholders to enable the Company to repurchase its Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and the Shareholders as a whole.

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APPENDIX II

EXPLANATORY STATEMENT

Repurchases of Shares will be financed out of funds legally available for the purpose and in accordance with the Articles of Association, the Listing Rules and the applicable laws and regulations of the Cayman Islands. Cayman Companies Law provides that the amount of capital repaid in connection with a share repurchase may be paid out of the profits of the Company or the proceeds of a fresh issue of Shares made for the purposes of the repurchase or out of capital subject to and in accordance with the Cayman Companies Law. The amount of premium over the par value of the Shares payable on repurchase may only be paid out of either the profits of the Company or out of the share premium account before or at the time the Company's Shares are repurchased in the manner provided for in the Cayman Companies Law.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company and the Shareholders as a whole. The Directors consider that if the Repurchase Mandate was to be exercised in full, it might not have a material adverse impact on the working capital or the gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 31 December 2020, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. TAKEOVERS CODE

If as a result of a repurchase of the Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase in the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, Tak Shin and Tak Yuan hold 1,814,290,000 Shares and 74,950,000 Shares respectively. Since Mr. Hu Yiping owns 92% of Tak Shin and holds the entire issued share capital of Tak Yuan, Mr. Hu Yiping is deemed to be interested in all the Shares held by Tak Shin and Tak Yuan by virtue of the SFO. As at the Latest Practicable Date, Mr. Hu Yiping is deemed to be interested in 1,889,240,000 Shares, representing approximately 69.94% of the existing issued share capital of the Company under the SFO. Ms. Wei Peifen is the wife of Mr. Hu Yiping. Accordingly, as at the Latest Practicable Date, Ms. Wei Peifen is deemed to be interested in the Shares in which Mr. Hu Yiping is interested in through Tak Shin and Tak Yuan by virtue of the SFO.

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APPENDIX II

EXPLANATORY STATEMENT

In the event that the Directors exercise in full the Repurchase Mandate, the interests of the abovementioned parties will be increased to approximately 77.71% of the issued share capital of the Company, and such increase would not give rise to an obligation to make a mandatory general offer under the Takeovers Code. The Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the issued share capital of the Company would be in public hands. The Directors do not have intention to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

5. DIRECTORS, THEIR CLOSE ASSOCIATES AND THE COMPANY'S CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules) has any present intention, in the event that the Repurchase Mandate is approved by Shareholders, to sell Shares to the Company. No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has any present intention to sell Shares to the Company, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases pursuant to the proposed Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and the memorandum of association of the Company and the Articles of Association.

7. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares (whether on the Stock Exchange or otherwise) had been made by the Company in the six months preceding the Latest Practicable Date.

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APPENDIX II

EXPLANATORY STATEMENT

8. SHARE PRICES

The highest and lowest prices at which the Shares had been traded on the Stock Exchange during the previous twelve months up to the Latest Practicable Date were as follows:

	Highest	Lowest
Month	traded prices	traded prices
	HK$	HK$
2020
April	3.170	2.990
May	3.120	2.840
June	3.260	2.860
July	3.270	2.860
August	3.190	2.900
September	3.060	2.850
October	3.440	2.860
November	3.110	2.850
December	2.970	2.840
2021
January	3.100	2.890
February	3.030	2.900
March	3.170	2.840
April (up to the Latest Practicable Date)	3.200	2.940

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

DEXIN CHINA HOLDINGS COMPANY LIMITED

德信中国控股有限公司

(A company incorporated in the Cayman Islands with limited liability)

(Stock Code: 2019)

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the "Meeting") of Dexin China Holdings Company Limited (the "Company") will be held at 10th Floor, Dexin Group, No. 588 Huanzhan East Road, Jianggan District, Hangzhou, Zhejiang, PRC on Friday, 4 June 2021 at 10:00 a.m. for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

To receive and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor for the year ended 31 December 2020.
(a) To re-elect the following retiring directors of the Company:
1. 1. Mr. Hu Yiping, as executive director
  2. Ms. Shan Bei, as executive director
  3. Dr. Wong Wing Kuen Albert, as independent non-executive director
  4. Mr. Ding Jiangang, as independent non-executive director
2. To authorise the board of directors of the Company to fix the remuneration of the directors.
To re-appoint PricewaterhouseCoopers as auditor of the Company and authorise the board of directors of the Company to fix their remuneration.
To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

"That:
1. subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with additional

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

shares in the capital of the Company and to make or grant offers and/or agreements which may require the exercise of such powers be and is hereby generally and unconditionally approved;

the approval in paragraph (i) of this resolution above shall be in addition to any other authorisation given to the directors of the Company and shall authorise the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;
the aggregate nominal amount of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) of this resolution above, otherwise than pursuant to (1) a Rights Issue (as hereinafter defined); or (2) the grant or exercise of any option under the option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to the directors, officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (3) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time; or (4) any issue of shares in the Company upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into shares of the Company, shall not exceed the aggregate of 20% of the aggregate nominal amount of share capital of the Company in issue as at the date of passing this resolution and the said approval shall be limited accordingly; and
for the purpose of this resolution:
1. "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
  2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held;

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

1. 1. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and
2. "Rights Issue" means an offer of shares in the capital of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the directors of the Company to holders of shares in the capital of the Company or any class thereof whose names appear on the register of members on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company)."
"That:
1. subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which the shares of the Company may be listed and recognised for this purpose by the Securities and Futures Commission and the Stock Exchange under the Code on Share Buy-backs and, subject to and in accordance with all applicable laws and the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby generally and unconditionally approved;
2. the approval in paragraph (i) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to repurchase its shares at a price determined by the Directors;
3. the aggregate nominal amount of the shares of the Company, which may be repurchased by the Company during the Relevant Period (as hereinafter defined) pursuant to the approval in paragraph (i) above shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly;
4. - 25 -

APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

1. subject to the passing of each of the paragraphs (i), (ii) and (iii) of this resolution, any prior approvals of the kind referred to in paragraphs (i),
2. 1. and (iii) of this resolution which had been granted to the directors of the Company and which are still in effect be and are hereby revoked; and
3. for the purpose of this resolution:
  "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company;
  2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the articles of association of the Company to be held; and
  3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."
"That conditional upon the resolutions numbered 4(A) and 4(B) set out in the notice convening this meeting being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with new shares of the Company and to make or grant offers and agreements which might require the exercise of such powers pursuant to the ordinary resolution numbered 4(A) set out in the notice convening this meeting be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted or agreed conditional or unconditionally to be allotted by the directors of the Company pursuant to such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 4(B) set out in the notice convening this meeting, provided that such extended amount shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution."

5. (a) The declaration and payment of a final dividend of RMB0.11 per ordinary share out of the share premium account of the Company to the shareholders of the Company whose names appear on the register of members of the Company on the record date fixed by the board of directors of the Company for determining the entitlements to the final dividend be and is hereby approved; and

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

The board of directors be and are hereby authorised to take such action, do such things and execute such further documents as the board of directors may at their absolute discretion consider necessary or desirable for the purpose of or in connection with the payment of the final dividend.

By Order of the Board

Dexin China Holdings Company Limited

		Hu Yiping
		Chairman
Hong Kong, 28 April 2021
Registered Office:	Headquarters and principal place	Principal place of business
Cricket Square	of business in the PRC:	in Hong Kong:
Hutchins Drive	Dexin Group	Room 2813, 28/F.
P.O. Box 2681	No. 588 Huanzhan East Road	The Center
Grand Cayman KY1-1111	Jianggan District	99 Queen's Road Central
Cayman Islands	Hangzhou	Central, Hong Kong
	Zhejiang, PRC

Notes:

A shareholder entitled to attend and vote at the Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares may appoint more than one proxy to represent him/her and vote on his/her behalf at the Meeting. On a poll, votes may be given either personally or by proxy. The Company strongly recommends you to monitor the development of the situation with the COVID-19 and to assess, based on the social distancing policies, the necessity for attending the Meeting in person, and the board of directors of the Company respectfully requests that, for the same reason, the shareholders to appoint the chairman of the Meeting as their proxy rather than a third party to attend and vote on their behalf at the Meeting (or any adjournment thereof).
In the case of joint holders, 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, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.
In order to be valid, a form of proxy must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting (i.e. before 10:00 a.m. on 2 June 2021) or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.
The transfer books and register of members of the Company will be closed from Tuesday, 1 June 2021 to Friday, 4 June 2021, both days inclusive, during which period no share transfers can be registered. In order to qualify for attending the Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 31 May 2021.

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

The transfer books and register of members of the Company will also be closed from Thursday, 10 June 2021 to Tuesday, 15 June 2021, both days inclusive, in order to determine the entitlements of the shareholders to the final dividend, during which period no transfer of shares will be effected. In order to qualify for the proposed final dividend, which is subject to satisfaction of certain conditions, all transfers, accompanied by the relevant share certificates, must be lodged with the Company's Hong Kong share registrar and transfer office, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Wednesday, 9 June 2021.
In respect of ordinary resolutions numbered 2 above, Mr. Hu Yiping, Ms. Shan Bei, Dr. Wong Wing Kuen Albert and Mr. Ding Jiangang shall retire at the Meeting and being eligible, have offered themselves for re-election at the above meeting. Details of the above retiring directors are set out in Appendix I to the accompanied circular dated 28 April 2021.
In respect of the ordinary resolution numbered 4(A) above, the directors of the Company (the "Directors") wish to state that they have no immediate plans to issue any new shares of the Company. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules").
In respect of ordinary resolution numbered 4(B) above, the Directors wish to state that they will exercise the powers conferred by the general mandate to repurchase shares of the Company in circumstances which they deem appropriate for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the accompanied circular dated 28 April 2021.
Taking into account of the recent development of the epidemic caused by novel coronavirus pneumonia (COVID-19), the Company will implement the following prevention and control measures at the above meeting against the epidemic to protect the shareholders of the Company from the risk of infection:-
1. compulsory body temperature check will be conducted for every shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37.3 degrees Celsius will not be permitted to access to the meeting venue;
2. every shareholder or proxy is required to wear surgical face mask throughout the meeting;
3. no souvenirs will be provided; and
4. no refreshments will be served.

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Dexin China Holdings Company Ltd. published this content on 27 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 April 2021 09:18:03 UTC.

Market Closed - Hong Kong S.E. Other stock markets 09:08:07 09/05/2024 BST			5-day change	1st Jan Change
0.071 ^HKD	+4.41%		+10.94%	-31.73%

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DEXIN CHINA HOLDINGS COMPANY LIMITED	-31.73%	25.83M
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Dexin China Holdings Company Limited

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2019

KYG2751H1020

Real Estate Development & Operations

Dexin China : PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES; PROPOSED RE-ELECTION OF RETIRING DIRECTORS; PROPOSAL FOR DECLARATION AND PAYMENT OF FINAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT AND NOTICE OF ANNUAL GENERAL MEETING

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