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Yixin Group Limited Proxy Solicitation & Information Statement 2026

Mar 25, 2026

50779_rns_2026-03-25_8048dbc1-6f3d-4b2e-bec5-0f27d30f4443.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.

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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)

NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the annual general meeting (the "Annual General Meeting") of Yixin Group Limited 易鑫集團有限公司 (the "Company") will be held at Ballroom A, Level 5, Island Shangri-La Hong Kong, Pacific Place, Supreme Court Road, Central, Hong Kong on Thursday, April 23, 2026 at 10:30 a.m. for the following purposes:

ORDINARY RESOLUTIONS

  1. To receive the audited consolidated financial statements of the Company and the reports of the directors (the "Directors") and independent auditor of the Company for the year ended December 31, 2025.

  2. (a) To consider and declare a final dividend of HK10.0 cents per share of the Company for the year ended December 31, 2025.

(b) To consider and declare a special dividend of HK4.0 cents per share of the Company for the year ended December 31, 2025.

  1. (a) To re-elect Mr. Zhi Gao as a Director.

(b) To re-elect Mr. Wai Yip Tsang as a Director.

(c) To re-elect Mr. Andy Xuan Zhang as a Director.

(d) To re-elect Mr. Tin Fan Yuen as a Director.

(e) To authorize the board (the "Board") of Directors to fix the remuneration of any re-elected Director mentioned in resolutions numbered 3(a), 3(b), 3(c) and 3(d) above.

  1. To re-appoint PricewaterhouseCoopers as the auditor of the Company and to authorize the Board to fix its remuneration.

  1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“THAT:

(a) subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the Directors to exercise during the Relevant Period (as defined below) all the powers of the Company to buy back its shares in accordance with all applicable laws, rules and regulations;

(b) the total number of shares of the Company to be bought back pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of issued shares (excluding any treasury shares) of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be bought back under the mandate in paragraph (a) above as a percentage of the total number of issued shares (excluding any treasury shares) at the date immediately before and after such consolidation or subdivision shall be the same; and

(c) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; or

(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.”

  1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“THAT:

(a) subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the Directors during the Relevant Period (as defined below) to exercise all the powers of the Company to allot, issue and deal with new shares (including any sale or transfer of shares out of treasury that are held as treasury shares) of the Company or securities convertible into such shares or options, warrants or similar rights to subscribe for any such shares or such convertible securities and to make or grant offers, agreements, options which would or might require the exercise of such powers;

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(b) the mandate in paragraph (a) above shall authorize the Directors to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;

(c) the aggregate number of shares allotted (including any sale or transfer of shares out of treasury that are held as treasury shares) or agreed conditionally or unconditionally to be allotted (including any sale or transfer of shares out of treasury that are held as treasury shares) by the Directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:

(i) a Rights Issue (as defined below);

(ii) the exercise of any subscription rights attaching to any warrants which may be allotted and issued by the Company from time to time;

(iii) any share scheme (including share option schemes, share award schemes and other similar arrangements) of the Company for the time being adopted for the grant or issue of shares of the Company or rights to acquire such shares; or

(iv) any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,

shall not exceed 20% of the total number of issued shares (excluding any treasury shares) of the Company as at the date of passing of this resolution, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares (excluding any treasury shares) at the date immediately before and after such consolidation or subdivision shall be the same; and

(d) for the purposes of this resolution:

"Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

(i) the conclusion of the next annual general meeting of the Company;

(ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

(iii) the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company in general meeting.

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"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange applicable to the Company).

  1. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

"THAT conditional upon the passing of resolutions numbered 5 and 6 of the notice convening this meeting (the "Notice"), the general mandate referred to in resolution numbered 6 of the Notice be and is hereby extended by the addition to the aggregate number of shares of the Company which may be allotted and issued (including any sale or transfer of shares out of treasury that are held as treasury shares) or agreed conditionally or unconditionally to be allotted and issued (including any sale or transfer of shares out of treasury that are held as treasury shares) by the Directors pursuant to such general mandate of the number of shares bought back by the Company pursuant to the mandate referred to in resolution numbered 5 of the Notice, provided that such amount shall not exceed 10% of the total number of issued shares (excluding any treasury shares) of the Company as at the date of passing of this resolution (subject to adjustment in the case of consolidation or subdivision of shares of the Company)."

By Order of the Board
Yixin Group Limited
易鑫集团有限公司
Man Wah Cheng
Company Secretary

Hong Kong, March 26, 2026

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

Executive Directors
Mr. Andy Xuan Zhang, Mr. Rodney Ling Kay Tsang and Mr. Zhi Gao

Non-executive Director
Mr. Wai Yip Tsang

Independent non-executive Directors
Mr. Tin Fan Yuen, Mr. Chester Tun Ho Kwok, Ms. Lily Li Dong and Mr. Henry Chi Hung Yim


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Notes:

  1. All resolutions at the meeting will be taken by poll (except where the chairman decides to allow a resolution relating to a procedural or administrative matter to be voted on by a show of hands) 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 Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

  2. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint more than one proxy to attend and on a poll, vote instead of him/her. A proxy need not be a shareholder of the Company. If more than one proxy is appointed, the number of shares in respect of which each such proxy so appointed must be specified in the relevant proxy form. Shareholders of the Company may consider appointing the chairman of the Annual General Meeting as his/her proxy to vote on the resolutions, instead of attending the Annual General Meeting or any adjourned meeting in person.

On a show of hands, every shareholder of the Company who is present in person (or, in the case of a corporation, by its duly authorized representative) shall have one vote. In the case of a poll, every shareholder of the Company present in person or by proxy or, in the case of a shareholder of the Company being a corporation, by its duly authorized representative shall be entitled to one vote for each share held by him/her. For the avoidance of doubt and for the purpose of the Listing Rules, holders of any treasury shares of the Company are not entitled to vote at the Annual General Meeting.

  1. In order to be valid, the proxy form together with the relevant notarially certified copy of the power of attorney (if any) and other relevant document of authorisation (if any), must be deposited at 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 not less than 48 hours before the time appointed for the Annual General Meeting or the adjourned meeting (as the case may be). Delivery of the proxy form shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

  2. For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Monday, April 20, 2026 to Thursday, April 23, 2026, both dates inclusive, during which period no transfer of shares will be registered. The record date on which the shareholders of the Company are qualified to attend and vote at the above meeting is Thursday, April 23, 2026. In order to be eligible to attend and vote at the Annual General Meeting, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Friday, April 17, 2026.

  3. In case of joint holders of shares, the vote of the most senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of vote(s) 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. For determining the entitlement to the proposed final and special dividends, the Register of Members of the Company will be closed from Wednesday, May 20, 2026 to Tuesday, May 26, 2026, both dates inclusive, during which period no transfer of shares will be registered. The record date on which the shareholders of the Company are qualified to receive the proposed final and special dividends is Tuesday, May 26, 2026. In order to be qualified for the proposed final and special dividends, unregistered holders of shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong for registration not later than 4:30 p.m. on Tuesday, May 19, 2026.

  5. In the event that a tropical cyclone warning signal no. 8 or above, a black rainstorm warning and/or “extreme conditions” as announced by the Hong Kong Government is in effect at any time between 8:00 a.m. and 11:00 a.m. on the day of the Annual General Meeting, the Annual General Meeting may be postponed to a later date and/or time as determined by the Company. The Hong Kong Government may issue an announcement on “extreme conditions” in the case where a super typhoon or other natural disaster of a substantial scale seriously affects the working public’s ability to resume work or brings safety concern for a prolonged period. Shareholders may visit the website of the Company at www.yixincars.com for details of the postponement and alternative meeting arrangement.

  6. No corporate gifts or refreshments will be provided at the Annual General Meeting.


Walking Guide from Admiralty MTR to Island Shangri-La, Hong Kong

由金鐘地鐵站步行至港島香格里拉大酒店路線圖

Ey8 CT (Queensway Plaza) of Admiralty MTR station and turn right to take the escalator to Queensway Plaza (level one). Turn right and walk across the skiflange towards Pacific Plaza (two (level two). Take the escalator in front of Harvey Nichols to level three and walk straight to take another escalator to Supreme Court Road. Exit on your left for Island Shangri-La, Hong Kong's main entrance.

經港鐵金鐘站 CT 出口 (金鐘源) 到達地面後向右轉,使用金鐘源之扶手電梯直達一樓,向右轉經行人天橋步行至太古廣場二期 (二樓)。以 Harvey Nichols 前的扶手電梯到達三樓後,再使用前方之扶手電梯直達法院道。路出扶手電梯後向左行,抵達港島香格里拉大酒店正門。

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X MTR STATION

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