PDF《RENHENG ENTERPRISE HOLDINGS LIMITED》

1 Letter from the Board Introduction

4 General Mandate and Repurchase Mandate

5 Re-election of Directors

6 Proposed Amendments to the Share Option Scheme

7 Proposed Amendments to the Memorandum and Articles of Association and Adoption of the Amended and Restated Memorandum and Articles of Association

8 AGM and Proxy Arrangement

9 Responsibility Statement

10 Recommendation

10 General

10 Appendix I C Explanatory Statement

11 Appendix II C Details of Directors Proposed for Re-election

15 Appendix III C Details of Proposed Amendments to the Share Option Scheme

17 Appendix IV C Details of Proposed Amendments to the Memorandum and Articles of Association

18 Notice of Annual General Meeting

22 CONTENTS C ii C In this circular, unless otherwise specified or required by the context, the following terms shall have the following meanings: AGM the annual general meeting of the Company to be convened and held on

9 May

2013 at 9:30 a.m. to consider and, if thought fit, to approve, among other things, the resolutions contained in the notice of the meeting which is set out on pages

22 to

27 of this circular, or any adjournment thereof Amended and Restated Memorandum and Articles of Association the amended and restated memorandum of association and articles of association proposed to be adopted by the Company at the AGM Articles of Association the articles of association of the Company, as amended from time to time, and Article shall mean an article thereof Baoying Renheng 宝应仁恒实业有限公司 (Bao Ying Ren Heng Industrial Co., Ltd), a wholly foreign owned company incorporated in the PRC on

1 November 2001, and an indirect wholly-owned subsidiary of the Company Board the board of Directors from time to time Cayman Companies Law The Companies Law (2012 Revision) of the Cayman Islands and any amendments, re-enactments thereof for the time being in force and includes every other law incorporated thereunder or substituted therefor Company RENHENG Enterprise Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on GEM Director(s) the director(s) of the Company from time to time GEM Growth Enterprise Market of the Stock Exchange GEM Listing Rules the Rules Governing the Listing of Securities on GEM, as amended from time to time General Mandate the general mandate proposed to be granted to the Directors at AGM to allot, issue and deal with new Shares not exceeding 20% of the issued share capital of the Company as at the date of passing of the relevant resolutions granting of such general mandate by the Shareholders DEFINITIONS C

1 C Group the Company and all its Subsidiaries from time to time HK$ Hong Kong dollars, the lawful currency of Hong Kong Hong Kong Hong Kong Special Administrative Region Latest Practicable Date

28 March 2013, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time Main Board the securities market operated by the Stock Exchange prior to the establishment of GEM (excluding the options market) and which stock market continues to be operated by the Stock Exchange in parallel with GEM. For the avoidance of doubt, Main Board excludes GEM Memorandum the memorandum of association of the Company, as amended from time to time PRC the People'

s Republic of China Repurchase Mandate the repurchase mandate proposed to be granted to the Directors at the AGM to exercise the power of the Company to repurchase up to a maximum of 10% of the issued share capital of the Company as at the date of passing of the relevant resolutions granting of repurchase mandate by the Shareholders Shareholders holder(s) of Shares from time to time Share(s) ordinary share(s) of par value of HK$0.01 each in the share capital of the Company Share Option Scheme the Share Option Scheme of the Company as adopted by ordinary resolution of the Company on