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Heng Xin China Holdings Limited

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(Incorporated in Bermuda with limited liability)

(Stock Code: 8046)

LETTER OF INTENT IN RESPECT OF THE POSSIBLE ACQUISITION

The Board is pleased to announce that on 17 January 2014 (after trading hours), the Company entered into the Letter of Intent with the Vendor pursuant to which the Company intended to acquire (by itself or through its wholly-owned subsidiary) and the Vendor intended to sell the entire equity interest of the Target Company, a company incorporated in the PRC and principally engaged in research and development on the application technologies and genetic engineering of castor seeds, manufacturing and selling of castor seeds, castor oil and other related products such as biodiesel, Nylon 11 plastics, lubricants and so on.
Subject to the due diligence to be conducted by the Company, the consideration for the Possible Acquisition is expected to be in the range from RMB800 million (approximately HK$1,024 million) to RMB1,200 million (approximately HK$1,536 million) and may be satisfied by the Company by a combination of cash, consideration shares and convertible/promissory notes to be paid/issued by the Company to the Vendor.
The Letter of Intent, save for provisions relating to due diligence, confidentiality, exclusivity, governing law and jurisdiction provisions, is non-legally binding in nature. As such, the Possible Acquisition may or may not proceed.

Shareholders of the Company should note that the Possible Acquisition may or may not proceed. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.


This announcement is made by Heng Xin China Holdings Limited (the "Company") pursuant to Rule 17.10(2) of the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited (the "GEM Listing Rules") and the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
The board of directors of the Company (the "Board") is pleased to announce that on 17 January 2014 (after trading hours), the Company entered into a letter of intent (the "Letter of Intent") with an independent third party (the "Vendor") pursuant to which the Company intended to acquire (by itself or through its

* For identification purposes only

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wholly-owned subsidiary) and the Vendor intended to sell the entire equity interest of Ll®