Hin Sang Interntnl Hldng : PROPOSED GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES, PROPOSED FINAL DIVIDEND, PROPOSED RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

If you are in any doubt as to any aspect of this circular, 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 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, stockbroker 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)

PROPOSED GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES, PROPOSED FINAL DIVIDEND, PROPOSED RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Hin Sang Group (International) Holding Co. Ltd. to be held at Chairman's Place, M/F, New World Millennium Hong Kong Hotel, 72 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Friday, 8 September 2017 at 10:00 a.m. is set out on pages 18 to 22 of this circular.

A proxy form for use at the annual general meeting is enclosed with this circular. Whether or not you are able to attend the meeting, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the annual general meeting (i.e. not later than 10:00 a.m. on Wednesday, 6 September 2017 (Hong Kong time)) or any adjournment thereof. Completion and return of the enclosed proxy form will not preclude you from attending, and voting in person at, the annual general meeting or any adjournment thereof should you so wish.

21 July 2017

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

1. Proposed General Mandates to Repurchase and Issue Shares . . . . . . . . . . . . . . . 5

2. Proposed Final Dividend and Closure of Register of Members. . . . . . . . . . . . . . 5

4. Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

5. The Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . 7

6. Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

7. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

APPENDIX I - EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 APPENDIX II - BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS 14 NOTICE OF ANNUAL GENERAL MEETING 18

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

"AGM" the annual general meeting of the Company to be held at Chairman's Place, M/F, New World Millennium Hong Kong Hotel, 72 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Friday, 8 September 2017 at 10:00 a.m., or any adjournment thereof, the notice of which is set out on pages 18 to 22 of this circular

"associate(s)" has the meaning ascribed to it under the Listing Rules

"Board" the board of Directors

"Companies Law" the Companies Law (as revised) of the Cayman Islands, as amended, consolidated or otherwise modified from time to time

"Company" 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)

"connected person(s)" has the meaning ascribed to it under the Listing Rules

"controlling shareholders(s)" has the meaning ascribed to it under the Listing Rules "Director(s)" the director(s) of the Company

"Executive Director(s)" the executive Director(s)

"Group" the Company and its subsidiaries

"HK$" Hong Kong dollar(s), the lawful currency of Hong Kong

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

"Independent Non-executive Director(s)"

the independent non-executive Director(s)

"Latest Practicable Date" 14 July 2017, being the latest practicable date prior to the

printing of this circular for the purpose of ascertaining certain information contained herein

"Listing Date" 16 October 2014, being the date on which dealings of the Shares on the main board of the Stock Exchange first commenced

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

"Memorandum and Articles" the memorandum and articles of association of the

Company, adopted on 25 September 2014, and as amended from time to time

"Mr. Pang" Pang Siu Hin（彭少衍 ）, an Executive Director, the chairman and chief executive officer of the Company

"Mrs. Pang" Kwan Lai Man（關麗雯）, the spouse of Mr. Pang, an Executive Director

"Non-executive Director(s)" the non-executive Director(s) "PRC" the People's Republic of China

"Register of Members" the register of members of the Company

"Repurchase Mandate" the general and unconditional mandate proposed to be

granted to the Board to repurchase the Shares up to an aggregate nominal amount not exceeding 10% of the aggregate nominal value of the issued share capital of the Company as at the date of the passing of the relevant resolution at the AGM

"SFO" the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

"Share(s)" ordinary share(s) of HK$0.1 each in the issued share capital of the Company

"Shareholder(s)" holder(s) of the Share(s)