Yixin Group Limited — Proxy Solicitation & Information Statement 2021

Mar 22, 2021

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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)

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

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PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING

I/We [(Note2)]

of

being the registered holder(s) of shares in the issued share capital of Yixin Group Limited 易鑫集团有限公司 (the “ Company ”) hereby appoint the Chairman of the meeting [(Note] 3) or

of

as my/our proxy to attend, act and vote for me/us and on my/our behalf as directed below at the extraordinary general meeting (the “ Extraordinary General Meeting ”) of the Company to be held at Meeting Room - Yixin Rong, 2nd Floor, Yixin Building, 1 North, Zhongguancun Hongqiao Innovation Center, 365 Linhong Road, Changning District, Shanghai, China on Thursday, May 6, 2021 at 9:30 a.m. (and at any adjournment thereof).

NameExtraordinaryof proxyGeneralwho isMeetingentitlediftomorevotethanon theoneresolutionproxy are onappointeda show [(Note] of [3)] hands at the

Please tick (“�”) the appropriate boxes to indicate how you wish your vote(s) to be cast [(Note][4)] .

	ORDINARY RESOLUTIONS*	ORDINARY RESOLUTIONS*	FORAGAINSTfined in the notice of the Extraordinary General Meeting.late to all the shares of the Company registered in your name(s). the name and address of the proxy desired in the space provided.ne proxy to attend and vote instead of him. A proxy need not bey may consider appointing the chairman of the Extraordinaryy adjourned meeting in person.ed representative), shall have one vote. If a shareholder appointsw of hands provided that where more than one proxy is appointedf a poll, every shareholder of the Company present in person or each share held by him.WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICKalso be entitled to vote at his discretion on any resolution properly under its common seal or under the hand of an officer or attorneyNS IT.of votes of the other joint holder(s) and for this purpose seniorityrtified copy thereof, must be deposited at the Company’s branch Road East, Wan Chai, Hong Kong not less than 48 hours beforef you so wish. In such event, the proxy form shall be deemed to
	1. (a)To approve the Increase in Scheme Limit, that is, to increase the Existing Scheme Limit of the FirstShare Award Scheme by 191,298,011 Shares to the New Scheme Limit of 285,250,982 Shares, by wayof amending paragraph 15.1 and deleting paragraph 15.3 of the Scheme Rules of the First Share AwardScheme.
	1. (b)Subject to resolution 1. (a) being passed, to grant the Scheme Mandate, that is, a mandate to the directorsof the Company to issue, allot, procure the transfer of and otherwise deal with 191,298,011 Shares thatmay be awarded pursuant to the First Share Award Scheme upon the Increase in Scheme Limit in excessof those Shares under the Existing Scheme Limit previously approved by the Shareholders.
	1. (c)To authorize any one director of the Company to do all such further acts and things and to sign andexecute all such other or further documents and to take all such steps as he/she may consider necessary,desirable, appropriate or expedient to implement and/or give effect to or otherwise in connection withthe Increase in Scheme Limit and the incidental amendment of the Scheme Rules, the Scheme Mandateand the transactions respectively contemplated thereunder or in connection therewith.
	*Date:Notes:1.2.3.4.5.6.7.8.	The full text of the resolutions is set out in the notice of the Extraordinary General Meeting. Capitalised terms used herein are de2021Signature(s)(Note 5):Please insert the number of shares to which this proxy form relates. If no number is inserted, this proxy form will be deemed to reIf more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.Full name(s) and address(es) to be inserted in BLOCK CAPITALS. The names of all joint registered holders should be stated.If any proxy other than the Chairman of the meeting is preferred, please strike out the words “the Chairman of the meeting” and insertAny shareholder of the Company entitled to attend and vote at the Extraordinary General Meeting is entitled to appoint more than oa shareholder of the Company. In light of the epidemic situation of Novel Coronavirus (COVID-19), shareholders of the CompanGeneral Meeting as his/her proxy to vote on the resolutions, instead of attending the Extraordinary General Meeting or anOn a show of hands, every shareholder of the Company who is present in person (or being a corporation, is present by duly authorizmore than one proxy, only one of the proxies so appointed and specified in the proxy form is entitled to vote on the resolution on a shoby a shareholder which is a clearing house (or its nominee(s)), each such person shall have one vote on a show of hands. In case oby proxy or, in the case of a shareholder being a corporation, by a duly authorized representative shall be entitled to one vote for IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“�”) THE BOX MARKED “FOR”. IF YOU**(“�”) THE BOX MARKED “AGAINST”.**If no direction is given, your proxy will vote or abstain at his discretion. Your proxy willput to the Extraordinary General Meeting other than those referred to in the notice convening the Extraordinary General Meeting.This proxy form must be signed by you or your attorney duly authorized in writing. In case of a corporation, the same must be either so authorized. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGIn case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion will be determined by the order in which the names stand in the register of members of the Company.In order to be valid, this proxy form, together with the power of attorney or other authority (if any) under which it is signed or a ceshare registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s the time appointed for the holding of the Extraordinary General Meeting or any adjournment thereof.Completion and delivery of the proxy form will not preclude you from attending and voting at the Extraordinary General Meeting ibe revoked.

PERSONAL INFORMATION COLLECTION STATEMENT

Your(or proxies)supply andof youryourandvotingyourinstructionsproxy’s (orforproxies’)the Extraordinaryname(s) andGeneraladdress(es)Meetingis onof thea voluntaryCompanybasis(the for‘ Purposes the purpose’). Weofmayprocessingtransfer youryour requestand yourforproxy’sthe appointment(or proxies’)of name(s)a proxy 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 authorised 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 fulfil 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 to the Personal Data Privacy Officer of Computershare Hong Kong Investor Services Limited by mail at the above address or by email to PrivacyOfficer@computershare.com.hk.