Hin Sang Interntnl Hldng : MAJOR AND CONNECTED TRANSACTION - ACQUISITION OF H SHARES IN NANJING SINOLIFE UNITED COMPANY LIMITED

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 licensed securities dealer 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 Hin Sang Group (International) Holding Co. Ltd., you should at once hand this circular and the accompanying 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 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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 6893)

MAJOR AND CONNECTED TRANSACTION ACQUISITION OF H SHARES IN

NANJING SINOLIFE UNITED COMPANY LIMITED

Independent Financial Adviser to

the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 5 to 14 of this circular. A letter from the Independent Board Committee containing its advice to the Independent Shareholders is set out on pages 15 to 16 of this circular. A letter from Central China International Capital Limited, the Independent Financial Adviser, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 17 to 37 of this circular.

A notice convening the extraordinary general meeting (the ''EGM'') to be held at Unit 1213-1215, 12/F, Seapower Tower, Concordia Plaza, 1 Science Museum Road, Tsim Sha Tsui, Kowloon, Hong Kong on 16 October 2017 (Monday) at 10:00

a.m. is set out on pages 54 to 55 of this circular. A proxy form for use at the EGM is enclosed with this circular. Whether or not you intend to attend the EGM or any adjournment thereof, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Tricor 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 EGM or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the EGM or any adjournment thereof if you so wish.

22 September 2017

Page

Definitions 1

Letter from the Board 5

Letter from the Independent Board Committee 15

Letter from Independent Financial Adviser 17

Appendix I - Financial information of the Group 38

Appendix II - Unaudited pro forma financial information of the Group 41

Appendix III - General information 47

Notice of EGM 54

In this circular (other than in the notice of EGM), the following expressions shall have the meanings set out below unless the context requires otherwise:

''Acquisition'' the acquisition of the Sale Shares pursuant to the Share Purchase Agreement

''associate'' has the meaning ascribed thereto under the Listing Rules

''Board'' means the board of Directors

''Company'' means Hin Sang Group (International) Holding Co. Ltd., a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (stock code: 6893)

''Completion'' means completion of the Acquisition pursuant to the terms and conditions of the Share Purchase Agreement

''Completion Date'' means the second business day following the satisfaction of

the conditions precedent under the Share Purchase Agreement unless waived by the Company or such other date as the parties to the Share Purchase Agreement may agree in writing

''connected person'' has the meaning ascribed thereto under the Listing Rules

''Consideration'' means the consideration in the total amount of HK$73,112,676 payable by the Company to the Vendor for the Acquisition

''Deposit'' means a deposit in the amount of HK$2,000,000 payable by the Company to the Vendor pursuant to the terms of the Share Purchase Agreement, which is refundable

''Director(s)'' means the director(s) of the Company

''EGM'' means the extraordinary general meeting of the Shareholders to be convened on 16 October 2017 to consider, and if thought fit, approve the Share Purchase Agreement and the transactions contemplated thereunder

''Group'' means the Company and its subsidiaries

''H Shares'' means H shares of the Target Company

''Hong Kong'' means Hong Kong Special Administrative Region of the People's Republic of China

''HK$'' means Hong Kong dollar, the lawful currency of Hong Kong

''Independent Shareholders'' means all Shareholders other than Viewforth Limited

(which is wholly-owned by the Warrantor) and, if any, any Shareholders with a material interest in the transactions contemplated under the Share Purchase Agreement

''Latest Practicable Date'' 19 September 2017, being the latest practicable date prior

to the printing of this circular for ascertaining certain information in this circular

''Independent Financial Adviser'' or ''Central China''

means Central China International Capital Limited, a corporation licensed to carry on type 1 (dealing in securities) and type 6 (advising on corporate finance) regulated activities under the SFO, the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Share Purchase Agreement and the transactions contemplated thereunder

''Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange

''Long Stop Date'' means 31 December 2017 or such other date as the Vendor and the Company otherwise agree in writing

''Main Board'' means main board of the Stock Exchange

''percentage ratio'' has the meaning ascribed to it under Rule 14.07 of the Listing Rules