Yixin Group Limited — Capital/Financing Update 2021

Mar 5, 2021

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.

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YIXIN GROUP LIMITED 易鑫集团有限公司

(incorporated in the Cayman Islands with limited liability and carrying on business in Hong Kong as “Yixin Automotive Technology Group Limited”) (Stock Code: 2858)

RESTORATION OF PUBLIC FLOAT

Reference is made to (i) the announcement jointly issued by the Joint Offerors and the Company dated December 2, 2020 in relation to, among other things, the results of the Offers and the public float of the Company; and (ii) the announcement issued by the Company dated December 21, 2020 in relation to the grant of a temporary waiver from strict compliance with Rule 8.08(1)(a) of the Listing Rules (the “ Grant of Waiver Announcement ”). Unless otherwise defined, all capitalized terms used herein shall have the same meanings as defined in the Grant of Waiver Announcement.

The Company has been informed by the Joint Offerors that, on March 5, 2021, the distributions in specie by Bitauto of all of the Yixin Shares held directly or indirectly by it to Parent and by Parent to its shareholders respectively (the “ Distributions ”) have been completed. Following the completion of the Distributions, a total of 1,661,181,521 Yixin Shares (representing approximately 26.05% of the total issued share capital of the Company) are held by the public. Accordingly, the minimum public float applicable to the Company of 22.99% has been restored in compliance with the public float requirement pursuant to Rule 8.08(1)(a) of the Listing Rules.

To the best knowledge, information and belief of the Directors, the table below sets out the shareholding structure of Yixin (i) as at the date of Grant of Waiver Announcement, prior to the completion of the Distributions; and (ii) immediately upon completion of the Distributions:

			Immediately upon completion	Immediately upon completion
	Prior to the	completion	of the Distributions and as at
	of the Distributions		the date of this	announcement
	Number of	Approximate	Number of	Approximate
	Yixin Shares	%(Note 3)	Yixin Shares	%(Note 4)
The Joint Offerors and parties acting
in concert with any of them
Bitauto and Bitauto HK	2,786,836,570	43.70%	0	0.00%
Tencent GroupHammer Capital GroupNote 1Tonghai Securities	1,689,130,897188,613,764500	26.49%2.96%0.00%	3,589,233,111610,739,204500	56.29%9.58%0.00%
JD Financial and JD Global	684,283,320	10.73%	1,091,442,421	17.12%

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Sub-total of the Joint Offerors and partiesacting in concert with any of themMr. Jiang Dong	Prior to the completionof the DistributionsNumber ofYixin SharesApproximate%(Note 3)5,348,865,05183.88%34,743,3100.54%	Prior to the completionof the DistributionsNumber ofYixin SharesApproximate%(Note 3)5,348,865,05183.88%34,743,3100.54%	Immediately upon completionof the Distributions and as atthe date of this announcementNumber ofYixin SharesApproximate%(Note 4)5,291,415,23682.98%34,743,3100.54%	Immediately upon completionof the Distributions and as atthe date of this announcementNumber ofYixin SharesApproximate%(Note 4)5,291,415,23682.98%34,743,3100.54%
Proudview Limited	0	0.00%	57,449,815	0.90%
Other Shareholders	992,992,002	15.57%	992,992,002	15.57%
Public FloatNote 2Total	1,181,606,2666,376,600,363	18.53%100.00%	1,661,181,5216,376,600,363	26.05%100.00%

• Note 1: None of the members of the Hammer Capital Group (namely, Hammer Capital Opportunities Fund L.P. and entities controlled by Mr. Rodney Ling Kay Tsang, including Hammer Capital Offerco) is a “core connected person” as defined under the Listing Rules. The source of finance for the purchase of Yixin Shares by the Hammer Capital Group is independent, the purchase has not been financed directly or indirectly by any core connected person of Yixin and Hammer Capital Group was not accustomed to take instructions from any core connected person in relation to such acquisition. The shareholding of Hammer Capital Group in the Company has therefore been counted towards the calculation of public float.

• Note 2: Public float of the Company is calculated based on the sum of the shareholding percentages of the rows shaded in grey in the table above.

• Note 3: The percentages are calculated on the basis of 6,376,600,363 Shares in issue as at December 21, 2020.

• Note 4: The percentages are calculated on the basis of 6,376,600,363 Shares in issue as at March 5, 2021.

By order of the Board Yixin Group Limited 易鑫集团有限公司 Andy Xuan Zhang Chairman

Hong Kong, March 5, 2021

As at the date of this announcement, the Directors are:

Executive Directors:

Mr. Andy Xuan Zhang and Mr. Dong Jiang

Non-executive Directors:

Mr. Jimmy Chi Ming Lai, Mr. Chenkai Ling and Mr. Huan Zhou

Independent non-executive Directors:

Mr. Tin Fan Yuen, Mr. Chester Tun Ho Kwok and Ms. Lily Li Dong

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