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China Harmony Auto Holding Limited Proxy Solicitation & Information Statement 2025

Jul 23, 2025

50897_rns_2025-07-22_d32c5e72-fc01-4008-8383-fb46476c762e.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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HARMONY AUTO

和諧汽車

China Harmony Auto Holding Limited

中國和諧汽車控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03836)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “EGM”) of China Harmony Auto Holding Limited (the “Company”) will be held at Caine Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 8 August 2025 at 4:00 p.m. for the purpose of considering and, if thought fit, passing (with or without amendments) the following resolution of the Company. Unless otherwise defined, capitalised terms used in this notice shall have the same meanings as those defined in the circular of the Company dated 23 July 2025.

ORDINARY RESOLUTION

“THAT:

(a) the Agreement (a copy of which is tabled at the EGM and marked “A” and initialled by the chairman of the EGM for identification purpose), the transactions contemplated thereunder (including the Disposal and the Capital Restructuring comprising the Preferred Loans) and any other ancillary documents, be and are hereby ratified, confirmed and approved;

(b) any one Director be and is hereby authorised for and on behalf of the Company to, among other matters, sign, execute and deliver or to authorise the signing, execution and delivery of all such documents and deeds, to do or authorise doing all such acts, matters


and things as he/she may in his/her discretion consider necessary, appropriate, desirable or expedient to implement and give effect to the Agreement and the transactions contemplated thereunder (including the Disposal and the Capital Restructuring comprising the Preferred Loans) and to agree to such variations, amendments, waivers or matters thereto as are, in his/her opinion, in the interests of the Company and its shareholders as a whole.”

By Order of the Board

China Harmony Auto Holding Limited

Liu Fenglei

CEO and Executive Director

Zhengzhou, PRC, 23 July 2025

Notes:

  1. Any Shareholder entitled to attend and vote at the EGM is entitled to appoint a proxy/more than one proxy to attend and vote instead of him/her/it. A proxy need not be a Shareholder. If more than one proxy is appointed, the number of Shares in respect of which each such proxy so appointed must be specified in the relevant form of proxy. Every Shareholder present in person or by proxy shall be entitled to one vote for each Share held by him/her/it.

  2. A proxy form for the EGM is enclosed with the Company's circular. Such proxy form is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.hexieauto.com). In order to be valid, a proxy form together with a power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 48 hours before the time appointed for holding the EGM or any adjourned meeting thereof. Completion and delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the EGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

  3. As disclosed in the announcement of the Company dated 21 July 2025, for determining the eligibility of the Shareholders to attend and vote at the EGM, the register of members of the Company will be closed from Tuesday, 5 August 2025 to Friday, 8 August 2025 (both days inclusive), during which period no transfer of the Shares will be registered. The record date will be Friday, 8 August 2025 and in order to qualify for the Shareholders' entitlement to attend and vote at the EGM, all transfer forms accompanied by the relevant share certificates should be lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Monday, 4 August 2025. In the event that the EGM is adjourned to a date later than Friday, 8 August 2025, due to bad weather conditions or other reasons, the period of closure of the register of members of the Company for determination of Shareholders' entitlement to attend and vote at the EGM will remain the same as stated above.

  4. Where there are joint holders of any shares, any one of such joint holders may vote, either in person or by proxy in respect of such Shares as if he/she is solely entitled thereto; but if more than one of such joint holders be present at the EGM, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company.

  5. Votes on the resolution proposed at the EGM will be taken by poll.


  1. If Typhoon Signal No. 8 or above is hoisted, or a “black” rainstorm warning signal or “extreme conditions after super typhoons” announced by the Government of Hong Kong is/are in effect in Hong Kong at or at any time after 7:00 a.m. on the date of the EGM, the EGM will be rescheduled. The Company will publish an announcement on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.hexieauto.com) to notify Shareholders of the date, time and venue of the rescheduled meeting.

  2. References to dates and times in this notice are to Hong Kong dates and time.

  3. The Chinese translation of this notice is for reference only, and in case of any inconsistency, the English version shall prevail.

As of the date of this notice, the executive Directors are Mr. Feng Changge, Mr. Feng Shaolun, Mr. Liu Fenglei, Ms. Ma Lintao and Mr. Cheng Junqiang; and the independent non-executive Directors are Mr. Wang Nengguang, Mr. Lau Kwok Fan and Mr. Sung Ka Woon.

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