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Xiamen Jihong Co., Ltd Proxy Solicitation & Information Statement 2025

Jun 20, 2025

50707_rns_2025-06-20_4537a9c5-a215-463b-90cf-c4c778b5c97a.pdf

Proxy Solicitation & Information Statement

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XIAMEN JIHONG CO., LTD

廈門吉宏科技股份有限公司

(a joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2603)

FORM OF PROXY FOR USE AT THE 2025 FIRST EXTRAORDINARY GENERAL MEETING TO BE HELD ON JULY 7, 2025

Number of H shares to which this form or proxy relates (note 1)

I/We (note 2)

of (note 2)

being the registered holder(s) of (note 3) H shares of RMB1.00 each in the share capital of

Xiamen Jihong Co., Ltd (the "Company"), HEREBY APPOINT (note 4)

of

or failing him, the Chairman of the Meeting as my/our proxy to attend and act for me/us at the 2025 first EGM (the "Meeting") of the Company to be held at 38th Floor, Yuzhou Plaza, No. 55, Hubin South Road, Siming District, Xiamen, the PRC at 2:30 p.m. on Monday, July 7, 2025 (or at any adjournment thereof) for the purpose of considering, and if thought fit, passing the resolution set out in the notice convening the Meeting and to vote for me/us at the Meeting (or at any adjournment thereof) in respect of the resolution as hereunder indicated; or if no such indication is given, as my/our proxy thinks fit and in respect of any other business that may properly come before the Meeting and/or at any adjournment thereof. Unless otherwise defined, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated June 21,2025 (the "Circular").

SPECIAL RESOLUTIONS FOR (note 6) AGAINST (note 6) ABSTAIN (note 6)
1. To consider and approve the repurchase and cancellation of certain restricted A Shares under the 2023 Restricted Share Incentive Plan.
2. To consider and approve the proposed amendments to the Articles of Association and the Rules of Procedures and the abolishment of the establishment of the Supervisory Board of the Company (the details of which are set out in the Circular).
ORIGINAL RESOLUTIONS FOR (note 6) AGAINST (note 6) ABSTAIN (note 6)
3. To consider and approve the proposed amendments to the System for the Administration on External Investments (對外投資管理制度).
4. To consider and approve the proposed amendments to the System for the Administration on Related Transactions (關聯交易管理制度).
5. To consider and approve the proposed amendments to the Administrative Measures for External Guarantees (對外擔保管理辦法).
6. To consider and approve the proposed amendments to the System for the Administration of Proceeds from Capital Raising Activities (募集資金管理制度).
7. To consider and approve the proposed amendments to the Working System for Independent Non-Executive Directors (獨立非執行董事工作制度).

Date: 2025

Signature(s) (note7):

Notes:

  1. Please insert the number of shares of the Company registered in your name(s) to which this proxy relates. If a number is inserted, this form of proxy will be deemed to relate only to those shares. If no number is inserted, the form of proxy will be deemed to relate to all shares of the Company registered in your name(s).
  2. Please insert full name(s) (in Chinese and in English) and address(es) (as shown in the register of members) in BLOCK CAPITALS.
  3. Please insert the number of shares of the Company registered in your name(s).
  4. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY.
  5. The full text of the resolution is set out in the notice of the Meeting dated June 21, 2025 which is sent to the shareholders of the Company together with this form of proxy.
  6. Important: If you wish to vote for any resolution, please tick (☑) the relevant box marked "FOR". If you wish to vote against any resolution, please tick (☑) the relevant box marked "ABSTAIN". Any shares voted as "abstain" or waiver to vote will be counted in the calculation of the required majority. Failure to tick any voting box of a resolution will entitle your proxy to cast your vote at his discretion in respect of that resolution. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.
  7. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation or institution, either under the common seal or under the hand of any director or attorney duly authorized in writing.
  8. Any shareholder entitled to attend and vote at the Meeting is entitled to appoint one or more than one proxy to attend and vote on his behalf. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.
  9. To be valid, the form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such authority, must be deposited at the Company's H Share Registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for holders of H shares as soon as possible and in any event not less than 24 hours before the time for holding of the Meeting or any adjournment thereof or appointed time for voting.
  10. In the case of joint holding, any one of such joint holders may vote at the Meeting, either personally or by proxy, in respect of such shares as if he was solely entitled thereto; but if more than one such joint holders be present at the 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 holder(s), and for this purpose seniority shall be determined by the order in which the names stand in the register of member in respect of the joint holding.
  11. Any alteration made to this form of proxy must be initialed by the person(s) who sign(s) it.
  12. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you wish but in such event the proxy form shall be deemed to be revoked.
  13. Shareholders or their proxies shall present proofs of identity when attending the Meeting.

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy's (or proxies') name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the 2025 first EGM (the "Purposes"). We may transfer your and your proxy's (or proxies') name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us for use in connection with the Purposes and to such parties who are authorized by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy's (or proxies') name(s) and address(es) will be retained for such period as may be necessary to fulfill the Purposes. Request for access to and/or correction of the relevant personal data can be made in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to the Hong Kong Privacy Officer of Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong.