Grand Baoxin Auto Group Limited — Proxy Solicitation & Information Statement 2017

Mar 13, 2017

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

==> picture [61 x 61] intentionally omitted <==

BAOXIN AUTO GROUP LIMITED 寶 信 汽 車 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1293)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the ‘‘EGM’’) of Baoxin Auto Group Limited (the ‘‘Company’’) will be held at 10:00 a.m. on Thursday, 6 April 2017 at No. 3998 Hongxin Road, Minhang District, Shanghai, the People’s Republic of China for the purposes of considering and, if thought fit, passing the following resolution.

SPECIAL RESOLUTION

‘‘THAT the English name of the Company be changed from ‘‘Baoxin Auto Group Limited’’ to ‘‘Grand Baoxin Auto Group Limited’’ and ‘‘廣匯寶信汽車集團有限公司’’ be adopted and registered as the dual foreign name of the Company to replace its existing Chinese name ‘‘寶 信汽車集團有限公司’’ with effect from the date of entry of the new names of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands; and any director of the Company be and is hereby authorised generally to do such acts and things and execute all documents (whether by hand, under seal or as a deed) or make such arrangements as they may consider necessary or expedient to effect the aforesaid change of name of the Company.’’

By Order of the Board Baoxin Auto Group Limited Mr. Li Jianping Chairman

The People’s Republic of China, 14 March 2017

– 1 –

Notes:

1. A member of the Company entitled to attend and vote at the EGM is entitled to appoint another person as his/her/its proxy to attend and vote in his/her stead. A member who is the holder of two or more shares in the Company may appoint more than one proxy to represent him/her/it and vote on his/her/its behalf at the EGM. A proxy need not be a member of the Company.

2. In the case of joint holders of shares of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the above meeting, 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 in respect of the joint holding.

3. In order to be valid, the form of proxy must be in writing under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal, or under the hand of an officer, attorney or other person authorized to sign the same, and must be deposited with the Hong Kong branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712–1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong (together with the power of attorney or other authority, if any, under which it is signed or a certified copy thereof) not less than 48 hours before the time fixed for holding of the EGM (or any adjournment thereof).

4. Delivery of an instrument appointing a proxy should not preclude a member from attending and voting in person at the EGM or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

5. In compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the special resolution to be proposed at the EGM convened by this notice will be voted on by way of poll.

As at the date of this announcement, the Company ’ s executive directors are Mr. LI Jianping, Mr. WANG Xinming, Mr. LU Ao and Mr. Qi Junjie; the non-executive directors are Mr. Zhou Yu and Mr. Lu Linkui; and the independent non-executive directors are Mr. Diao Jianshen, Mr. Wang Keyi and Mr. Chan Wan Tsun Adrian Alan.

– 2 –