Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

Yixin Group Limited Proxy Solicitation & Information Statement 2023

Jun 26, 2023

50779_rns_2023-06-26_b23b53d6-62fd-407a-b594-979cb266786e.pdf

Proxy Solicitation & Information Statement

Open in viewer

Opens in your device viewer

==> picture [78 x 32] intentionally omitted <==

==> picture [60 x 50] intentionally omitted <==

YIXIN GROUP LIMITED 易鑫集 團 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)

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

PROXY FORM FOR THE EXTRAORDINARY GENERAL MEETING

I/We [(Note][2)] of

being the registered shareholder(s) in the share capital of Yixin Group Limited 易鑫集團有限公司 (the “ Company ”) hereby appoint [(Note][3)] of

as or failing him/her, the Chairman of the meeting as my/our proxy to attend, act and vote on my/our behalf 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 Monday, July 17, 2023 at 11:00 a.m. and at any adjournment of the meeting. I/We direct that my/our vote(s) be cast on the specified resolution as indicatedby an “�” in the appropriate boxes. In absence of any indication, the proxy may vote for or against the resolution at his/her own discretion. Unless otherwise defined, capitalised terms used in this form of proxy shall have the same meanings as those defined in the circular of the Company dated June 27, 2023.

NameExtraordinaryof proxyGeneralwho is Meetingentitled toif morevote onthantheoneresolutionproxy areonappointeda show of [(Note] hands [3)] at the ORDINARY RESOLUTION FOR [(Note][4)] AGAINST [(Note][4)] 1. “THAT: (a) the Equity Transfer Agreement entered into between Xinche Investment, as the purchaser, and Beijing Bitauto, as the vendor, in relation to the proposed acquisition of the remaining 67.7966% equity interest in Dalian Rongxin, and the transactions contemplated thereunder, be and are hereby confirmed, ratified and approved; and (b) any Director(s) (or any person designated by them), acting singly or collectively, be and is hereby authorised to do all such acts, including to prepare, sign, execute and deliver all such other documents, instruments and agreements for and on behalf of the Company, and to take any and all steps considered necessary, desirable or expedient by such Director(s) (or person(s) designated by the Director(s)) to implement and/or give effect to the Equity Transfer Agreement and the transactions thereunder; and that any member of the Group (including those newly established or invested through equity acquisition or other organisations) be and is hereby authorised to, in that member’s absolute discretion deemed appropriate or expedient and in the interests of the Company and its shareholders as a whole and based on the actual needs of the Group, negotiate, prepare, execute, amend, supplement and perform any and all documents in connection with the Equity Transfer Agreement (including but not limited to the transactions contemplated thereunder) with any member of the Beijing Bitauto group (including those newly established or invested through equity acquisition or other organisations) and proceed with all actions considered by such member to be necessary or desirable to execute, implement, perform or give effect to the Equity Transfer Agreement (and the transactions contemplated thereunder).” Date: 2023 Signature(s) [(Note][5)] : Notes:

  1. Please insert the number of shares to which this proxy form relates. If no number is inserted, this proxy form will be deemed to relate to all the shares of the Company registered in your name(s). If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified.

  2. Please insert full name(s) and address(es) in BLOCK CAPITALS as shown in the register of members of the Company. The names of all joint registered holders should be stated. 3. Please insert the name(s) and address(es) of the proxy (or proxies). If no name is inserted, the Chairman of the Extraordinary General Meeting will act as your proxy (or proxies). A shareholder may appoint one or more proxies to attend the Extraordinary General Meeting and vote for him. The proxy need not be a member of the Company but must attend the Extraordinary General Meeting in person to represent you.

On a show of hands, every shareholder of the Company who is present in person (or being a corporation, is present by duly authorized representative), shall have one vote. If a shareholder appoints more 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 show of hands provided that where more than one proxy is appointed by 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 of a poll, every shareholder of the Company present in person or by proxy or, in the case of a shareholder being a corporation, by a duly authorized representative shall be entitled to one vote for each share held by him/her.

  1. IMPORTANT: IF YOU WISH TO VOTE FOR A RESOLUTION, PLEASE TICK (“”) IN THE RELEVANT BOX BELOW THE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST A RESOLUTION, PLEASE TICK (“”) IN THE RELEVANT BOX BELOW THE BOX MARKED “AGAINST”. If you do not indicate how you wish your proxy to vote, your proxy will be entitled to exercise his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the Extraordinary General Meeting other than those referred to in the notice convening the Extraordinary General Meeting.

  2. This proxy form must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either executed under its common seal or under the hand of its legal representative, director(s) or duly authorised attorney(s) to it. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

  3. In 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 of votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company.

  4. To be valid, this completed and signed proxy form and the relevant notarised power of attorney (if any) and other relevant document of authorisation (if any), must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong by not less than 48 hours before the time appointed for the holding of the Extraordinary General Meeting or any adjournment of it (as the case may be).

  5. Completion and delivery of the proxy form will not preclude you from attending and voting at the Extraordinary General Meeting if you so wish. In such event, the proxy form shall be deemed to be revoked. 9. Unless the context otherwise requires, capitalised terms used in this proxy form shall have the same meanings as defined in the notice of the Extraordinary General Meeting of the Company dated June 27, 2023.

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 Extraordinary General Meeting of the Company (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 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 [email protected].