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

Nov 24, 2025

50718_rns_2025-11-24_5cb4d524-f58d-4001-9e15-54421818b6d8.pdf

Proxy Solicitation & Information Statement

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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)

FORM OF PROXY FOR USE AT THE 2025 SECOND EXTRAORDINARY GENERAL MEETING TO BE HELD ON 12 DECEMBER 2025 OR AT ANY ADJOURNMENT THEREOF

Number of shares to which this form of proxy relates (Note 1)

I/We (Note 2)

of

being the registered holder(s) of (Note 1) ____, share(s) of RMB1.00 each in the share capital of X.J. ELECTRICS (HU BEI) CO., LTD (the “Company”), HEREBY APPOINT (Note 3) THE CHAIRMAN OF THE MEETING

or

of

as my/our proxy to attend at the 2025 second extraordinary general meeting of the Company (the “EGM”) (and at any adjournment thereof) to 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 on 12 December 2025 at 10:00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions as set out in the notice convening the EGM, and vote for me/us and in my/our names in respect of the resolutions as indicated by an “✓” in the appropriate boxes below, or, if no such indication is given, as my/our proxy thinks fit. Unless otherwise indicated, capitalized terms use herein shall have the same meaning as those defined in the circular of the Company dated 24 November 2025.

SPECIAL RESOLUTIONS FOR (Note 4) AGAINST (Note 4) ABSTAIN (Note 4)
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. THAT 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 FOR (Note 4) AGAINST (Note 4) ABSTAIN (Note 4)
5. To consider and approve the Proposed Amendments to the Related Corporate Governance Policies.
6. THAT 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.

For details of the above resolutions, please refer to the Company's circular dated 24 November 2025.

Date: ___ 2025

Signature(s) (Note 7): ____

Notes:

  1. Please insert the number of share(s) registered in your name(s) relating to this form of proxy. If no number is inserted, this form of proxy will be deemed to relate to all of the shares in the capital of the Company registered in your name(s).

  2. Full name(s) and address(es) to be inserted in BLOCK CAPITALS.

  3. If any proxy other than the Chairman is preferred, please strike out “THE CHAIRMAN OF THE MEETING” here inserted and insert the name and address of the proxy desired in the space provided. You may appoint one or more proxies to attend the EGM. A proxy need not be a shareholder of the Company but must attend the EGM in person to represent you. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS PROXY. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT.

  4. IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, TICK (✓) THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, TICK (✓) THE APPROPRIATE BOXES MARKED “AGAINST”, IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK (✓) IN THE BOX MARKED “ABSTAIN”, AND YOUR VOTING WILL BE COUNTED IN THE TOTAL NUMBER OF VOTES CAST IN THAT RESOLUTION FOR THE PURPOSE OF CALCULATING THE RESULT OF THAT RESOLUTION. If there is no instruction, your proxy will be entitled to cast his/her/its votes at his/her/its discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the EGM other than those referred to in the notice convening the EGM.

  5. Please note that the number of Shares represented by your voting rights (without the adoption of cumulative voting) will be included in the number of Shares represented by voting rights held by the shareholders of the Company (the “Shareholders”) that will attend the EGM.

  6. Any member of the Company (“Member”) entitled to attend and vote at the EGM shall be entitled to appoint another person (who must be an individual) as his/her/its proxy to attend and vote instead of him/her/it and a proxy so appointed shall have the same right as Shareholder to speak at the EGM. On a poll, votes may be given either personally or by proxy. A proxy need not be a shareholder of the Company. A Shareholder may appoint more than one proxy to attend on the same occasion.

  7. This form of proxy must be signed by you or your attorney duly authorised in writing or, in the case of a corporation, must be either executed under its seal or under the hand of an officer or attorney duly authorised. If the proxy form is signed by an attorney of the Shareholder, the power of attorney authorising that attorney to sign or other document(s) of authorisation must be notarized.

  8. In order to be valid, this proxy form for the 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 no not less than 24 hours before the time for holding the 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 EGM or any adjourned meetings should they so wish.

  9. 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.

  10. Shareholders or their proxies shall provide their identity documents when attending the EGM.