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Yixin Group Limited — Proxy Solicitation & Information Statement 2026
Mar 25, 2026
50779_rns_2026-03-25_ecf0fc9b-c870-4f5c-a1dc-2a25f472d5f3.pdf
Proxy Solicitation & Information Statement
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吕
吕
协会
上海
1X1N
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)
PROXY FORM FOR ANNUAL GENERAL MEETING
| Number of shares to which this proxy form relates1 | |
|---|---|
I/We,2
of
being registered shareholder(s) in the share capital of Yixin Group Limited 易鑫集團有限公司 (the "Company"), hereby appoint
of
or failing him/her, the Chairman of the meeting as my/our proxy to attend and vote on my/our behalf at the annual general meeting (the "Annual General Meeting") of the Company to 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. and at any adjournment of the meeting. I/We direct that my/our vote(s) be cast on the specified resolutions as indicated by a “_” in the appropriate boxes. In absence of any indication, the proxy may vote for or against the resolutions at his/her own discretion.
| Name of proxy who is entitled to vote on the resolutions on a show of hands at the Annual General Meeting if more than one proxy are appointed3 | ||
|---|---|---|
| ORDINARY RESOLUTIONS4 | FOR4 | |
| 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. | |
| 2. (b) | To consider and declare a special dividend of HK4.0 cents per share of the Company for the year ended December 31, 2025. | |
| 3. (a) | To re-elect Mr. Zhi Gao as a Director. | |
| 3. (b) | To re-elect Mr. Wai Yip Tsang as a Director. | |
| 3. (c) | To re-elect Mr. Andy Xuan Zhang as a Director. | |
| 3. (d) | To re-elect Mr. Tin Fan Yuen as a Director. | |
| 3. (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. | |
| 4. | To re-appoint PricewaterhouseCoopers as the auditor of the Company and to authorize the Board to fix the auditor's remuneration. | |
| 5. | To give a general mandate to the Directors to buy back shares of the Company not exceeding 10% of the total number of issued shares (excluding any treasury shares) of the Company as at the date of passing of this resolution. | |
| 6. | To give a general mandate to the Directors to allot, issue and deal with new shares of the Company (including any sale and transfer of shares out of treasury that are held as treasury shares) not exceeding 20% of the total number of issued shares (excluding any treasury shares) of the Company as at the date of passing of this resolution. | |
| 7. | To extend the general mandate granted to the Directors pursuant to resolution numbered 6 by the aggregate number of the shares bought back by the Company under resolution numbered 5. |
- The full text of the resolutions is set out in the notice of the Annual General Meeting.
Date: 2026
Signature(s)5:
Notes:
- 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.
- 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.
- Please insert the name(s) and address(es) of the proxy (or proxies). If no name is inserted, the Chairman of the Annual General Meeting will act as your proxy (or proxies). A shareholder may appoint one or more proxies to attend the Annual General Meeting and vote for him/her. The proxy need not be a member of the Company but must attend the Annual 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. 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. - 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 Annual General Meeting other than those referred to in the notice convening the Annual General Meeting.
- 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 authorized attorney(s) to it. ANY ALTERATION MADE TO THIS PROXY FORM MUST BE INITIALED BY THE PERSON WHO SIGNS IT.
- 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 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.
- To be valid, this completed and signed proxy form and the relevant notarially certified copy of the 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 Annual General Meeting or any adjournment of it (as the case may be).
- Completion and delivery of the proxy form will not preclude you from attending and voting at the Annual General Meeting if you so wish. In such event, the proxy form shall be deemed to be revoked.
- Unless the context otherwise requires, capitalised terms used in this proxy form shall have the same meanings as defined in the notice of the Annual General Meeting of the Company dated March 26, 2026.
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 Annual General Meeting of the Company (the "Purpose"). 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 each period as may be necessary to fulfill 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].