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X.J. Electrics (Hu Bei) Co., Ltd Proxy Solicitation & Information Statement 2025

Nov 24, 2025

50718_rns_2025-11-24_6d1b7f9e-db57-4db3-a569-096489d62c5e.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.

X.J. ELECTRICS (HU BEI) CO., LTD

湖北香江電器股份有限公司

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

(Stock Code: 2619)

NOTICE OF THE 2025 SECOND EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2025 second extraordinary general meeting (the "2025 Second EGM") of X.J. Electrics (Hu Bei) Co., Ltd (the "Company") will be held at Meeting Room No. 5, on 7th Floor, Building 7, Shatoujiao Free Trade Zone, Haishan Road, Yantian District, Shenzhen, the People's Republic of China (the "PRC") at 10:00 a.m. on 12 December 2025 for the purpose of considering, and if thought fit, passing (with or without amendments) the following resolutions. Unless otherwise stated, the capitalised terms used herein shall have the same meanings as defined in the circular of the Company dated 24 November 2025 (the "Circular"), of which the notice convening the 2025 Second EGM shall form part:

SPECIAL RESOLUTIONS

  1. To consider and approve the Proposed Change of Company Name;
  2. To consider and approve the Proposed Abolition of the Board of Supervisors;
  3. To consider and approve the Proposed Amendments to the Articles of Association of the Company;
  4. Any one or more Director(s) be and is hereby authorised to modify the wordings of such amendments as appropriate (such amendments will not be required to be approved by the shareholders of the Company) and execute all such documents and/or do all such acts as the Director(s) may, in his/her absolute discretion, deem necessary or expedient and in the interest of the Company in order to deal with other related issues arising from the Proposed Change of Company Name, the Proposed Abolition of the Board of Supervisors and the Proposed Amendments to the Articles of Association;

ORDINARY RESOLUTIONS

  1. To consider and approve the Proposed Amendments to the Related Corporate Governance Policies; and

  2. Any one or more Director(s) be and is hereby authorised to modify the wordings of such amendments as appropriate (such amendments will not be required to be approved by the shareholders of the Company) and execute all such documents and/or do all such acts as the Director(s) may, in his/her absolute discretion, deem necessary or expedient and in the interest of the Company in order to deal with other related issues arising from the Proposed Amendments to the Related Corporate Governance Policies.

By order of the Board

X.J. Electrics (Hu Bei) Co., Ltd

Pan Yun

Chairman and Executive Director

Shenzhen, PRC, 24 November 2025

Notes:

  1. All resolutions at the meeting will be taken by poll pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). The results of the poll will be published on the websites of The Stock Exchange of Hong Kong Limited and the Company in accordance with the Listing Rules.

  2. The register of members of the Company will be closed from 9 December 2025 to 12 December 2025 (both days inclusive), during which period no transfer of Shares can be registered. In order to be qualified to attend and vote at the 2025 Second EGM, all transfer documents accompanied by the relevant share certificate(s) must be lodged with the Company's share registrar in Hong Kong, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong for registration not later than 4:30 p.m. on 8 December 2025. Shareholders whose names appear on the register of members of the Company at the close of business on 12 December 2025 are entitled to attend and vote at the 2025 Second EGM.

  3. Shareholders who are entitled to attend and vote at the 2025 Second EGM may appoint one or more proxies to attend and vote on their behalves. A proxy need not be a shareholder of the Company.

  4. In order to be valid, the proxy form for the 2025 Second EGM must be deposited by hand or post to the share registrar of the Company, Tricor Investor Services Limited at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not less than 24 hours before the time for holding the 2025 Second EGM (i.e. not later than 10:00 a.m. on Thursday, 11 December 2025) (or any adjournment thereof) for taking the poll. If the proxy form is signed by a person under a power of attorney or other authority, a notarial copy of that power of attorney or authority shall be deposited at the same time as mentioned in the proxy form. Completion and return of the proxy form will not preclude shareholders from attending and voting in person at the 2025 Second EGM or any adjourned meetings should they so wish.


If the proxy is a legal person, its legal representative or any representative authorised by a resolution of its board of directors or by other governing body shall attend the above meeting of the Company on its behalf. If the shareholder is a recognised clearing house (or its proxy) defined by the Hong Kong relevant Ordinance from time to time, the shareholder may authorise one or more persons it considers appropriate as its representative(s) at the above meeting; however, if more than one person are authorised, the power of attorney shall contain the number and class of shares for which such persons are authorised, and shall be signed by an authorised personnel of the recognised clearing house. The person(s) so authorised can represent the recognised clearing house (or its proxy) to attend the meeting and exercise its right, as if the persons are the Company's individual shareholders, and shall not be required to produce evidence of shareholding, the notarised power of attorney and/or further evidence to prove that he/she/they have been duly authorised.

A vote provided in according to the instruments in such proxy forms shall be valid, notwithstanding the previous death or loss of capacity of the appointer or the revocation of the proxy or of the authority under which the proxy was executed, or the shares are transferred, provided that no notice in writing of such matters shall have been received by the Company prior to the above meeting.

  1. Shareholders or their proxies shall provide their identity documents when attending the 2025 Second EGM.

  2. In case of joint holders of any share, only the person whose name is at the first place on the register of shareholders has the rights to receive the certificate of relevant shares and notice from the Company and to attend or exercise all of the votes relating to the shares.

As at the date of this notice, the executive Directors are Mr. Pan Yun, Ms. Ji Ying, Ms. Li Youxiang, Ms. Hu Yan, Mr. Guangshe Pan and Mr. Xu Xiping; and the independent non-executive Directors are Dr. Huang Hanxiong, Dr. Li Jiannan and Dr. Gu Zhaoyang.

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