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

Mar 13, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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 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 Baoxin Auto Group Limited, you should at once hand this circular, together with the accompanying form of proxy and reply slip, to the purchaser or to the transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or the 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.

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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)

PROPOSED CHANGE OF COMPANY NAME AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

A letter from the Board is set out on pages 2 to 5 of this circular.

A notice convening the EGM at No. 3998 Hongxin Road, Minhang District, Shanghai, the People’s Republic of China on Thursday, 6 April 2017 at 10:00 a.m. is set out on pages EGM-1 to EGM-2 of this circular. Whether or not you are able to attend the EGM, please complete and return the enclosed form of proxy in accordance with the instructions printed thereon as soon as possible and in any event not less 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 you from attending and voting in person at the EGM (or any adjournment thereof) should you so wish and in such event, the form of proxy previously submitted shall be deemed to be revoked.

14 March 2017

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	2
Notice of the Extraordinary General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		EGM-1

– i –

DEFINITIONS

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

• ‘‘Board’’ the board of Directors ‘‘Change of Company Name’’ the proposed change of the English name of the Company from ‘‘Baoxin Auto Group Limited’’ to ‘‘Grand Baoxin Auto Group Limited’’ and the adoption and registration of the Chinese name ‘‘廣匯寶信汽車集團有限公司’’ as the dual foreign name of the Company to replace its existing Chinese name ‘‘寶信汽車集團有限公司’’

• ‘‘Company’’ Baoxin Auto Group Limited (stock code: 1293), an exempted company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange

• ‘‘Director(s)’’ the director(s) of the Company

• ‘‘EGM’’ the extraordinary general meeting of the Company to 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, the notice of which is set out on pages EGM-1 to EGM-2 of this circular

• ‘‘Group’’ the Company and its subsidiaries from time to time

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended, supplemented or otherwise modified from time to time

• ‘‘Share(s)’’ the ordinary share(s) of HK$0.01 each in the share capital of the Company

• ‘‘Shareholder(s)’’ the holder(s) of Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

– 1 –

LETTER FROM THE BOARD

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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)

Executive Directors: Mr. LI Jianping (Chairman) Mr. WANG Xinming Mr. LU Ao Mr. QI Junjie

Non-executive Director: Mr. Zhou Yu Mr. Lu Linkui

Independent non-executive Directors: Mr. Diao Jianshen Mr. Wang Keyi Mr. Chan Wan Tsun Adrian Alan

Registered Office: P.O. Box 309, Ugland House Grand Cayman KY1-1104 Cayman Islands

Principal place of business and head office in the PRC No. 3998 Hongxin Road Minhang District Shanghai, PRC

Principal place of business in Hong Kong Unit 2205, 22/F Bank of America Tower 12 Harcourt Road Hong Kong

14 March 2017

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME

I. INTRODUCTION

Reference is made to the announcement of the Company dated 8 March 2017 in relation to, among other matters, the proposed Change of Company Name.

The purpose of this circular is to provide you with information regarding the Change of Company Name and to give you notice of the EGM in order to enable you to make an informed decision as to whether to vote for or against the special resolution relating to the Change of Company Name.

– 2 –

LETTER FROM THE BOARD

II. CHANGE OF COMPANY NAME

The Board proposes to change the English name of the Company from ‘‘Baoxin Auto Group Limited’’ to ‘‘Grand Baoxin Auto Group Limited’’ and to adopt and register the Chinese name ‘‘廣匯寶信汽車集團有限公司’’ as the dual foreign name of the Company to replace its existing Chinese name ‘‘寶信汽車集團有限公司’’.

1. Conditions of the Change of Company Name

The Change of Company Name is subject to the following conditions:

• (a) the passing of a special resolution by the Shareholders at the EGM to approve the Change of Company Name; and

• (b) the Registrar of Companies in the Cayman Islands granting approval for the Change of Company Name.

Subject to the satisfaction of the conditions set out above, the Change of Company Name will take effect from the date of entry of the new English name and dual foreign name in Chinese of the Company on the register of companies maintained by the Registrar of Companies in the Cayman Islands in place of the existing English name and dual foreign name in Chinese of the Company and the issue of a Certificate of Incorporation on Change of Name. The Company will then carry out the necessary filing procedures with the Companies Registry in Hong Kong and will submit all relevant documents to the Stock Exchange.

2. Reasons for the Change of Company Name

The Board considers that the Change of Company Name will better reflect the current business focus of the Group and its direction of future development. The Board believes that the new English and Chinese names of the Company will provide the Company with a fresh corporate image and identity which will benefit the Company’s future business development. Therefore, the Board considers that the Change of Company Name is in the best interests of the Company and the Shareholders as a whole.

3. Effect of the Change of Company Name

The Change of Company Name will not affect any rights of the holders of securities of the Company. The existing certificates of securities in issue bearing the present name of the Company will, after the proposed Change of Company Name becoming effective, continue to be evidence of title to such securities and the existing share certificates will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for exchange of the existing certificates of securities for new certificates bearing the new name of the Company. Once the Change of Company Name becomes effective, new certificates of securities will be issued only in the new name of the Company.

– 3 –

LETTER FROM THE BOARD

In addition, subject to confirmation by the Stock Exchange, the English and Chinese stock short names of the Company for trading in the securities on the Stock Exchange will also be changed after the Change of Company Name becoming effective. Further announcement(s) will be made by the Company in relation to the effective date of the Change of Company Name and details of the change of the English and Chinese stock short names of the Company.

III. EGM

The EGM will be convened and 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, approving, the Change of Company Name. A notice convening the EGM is set out on pages EGM-1 to EGM-2 of this circular. The voting in relation to the Change of Company Name at the EGM will be conducted by way of a poll. An announcement on the poll results will be published by the Company after the EGM.

To the extent that the Directors are aware, having made all reasonable enquiries, none of the Shareholders is required to abstain from voting on the proposed resolution at the EGM.

A form of proxy for use at the EGM is enclosed. Whether or not you intend to attend and vote at the EGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to 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, as soon as practicable but in any event not less than 48 hours before the time appointed for holding the EGM or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meeting thereof should you so wish and in such event, the form of proxy previously submitted shall be deemed to be revoked.

IV. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein misleading.

– 4 –

LETTER FROM THE BOARD

V. RECOMMENDATION

The Directors consider that the Change of Company Name are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favor of the special resolution to be proposed at the EGM.

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

– 5 –

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

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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

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.

1. 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.

– EGM-1 –

NOTICE OF THE EXTRAORDINARY GENERAL MEETING

1. 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).

2. 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.

3. 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.

– EGM-2 –