Zhixin Group Holding Limited — Proxy Solicitation & Information Statement 2023

Jul 26, 2023

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 liabilities whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

==> picture [52 x 53] intentionally omitted <==

Zhixin Group Holding Limited 智欣集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 2187)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Zhixin Group Holding Limited (the “ Company ”) will be held at Unit 703, Tai Sang Bank Building, 130−132 Des Vouex Road Central, Hong Kong on Monday, 14 August 2023 at 2:00 p.m. for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution to be proposed as ordinary resolution of the Company:

ORDINARY RESOLUTION

“ THAT :

• (a) the investment agreement dated 16 May 2023 (the “ Investment Agreement ”), a copy of which is marked “A” and signed by the chairman of the meeting for the purpose of identification, entered into by the Company and Natural Resources Bureau of Yongding District, Longyan City* (龍巖市永定區自然資源局) and the transactions contemplated thereunder be and are hereby approved, confirmed and ratified; and

• (b) any one or more directors of the Company (the “ Directors ”) be and are hereby authorised to execute all documents and do all such things and take all such steps which, in his/her opinion, may be necessary, appropriate, desirable or expedient to implement and/or give effect to the terms of, or the transactions contemplated in the Investment Agreement and to agree to such variation, amendment or waiver in relation thereto.”

By Order of the Board Zhixin Group Holding Limited Ye Zhijie Chairman and Executive Director

26 July 2023

– 1 –

Notes:

1. The register of members of the Company will be closed from Wednesday, 9 August 2023 to Monday, 14 August 2023 (both days inclusive) for determining the identities of the Shareholders entitled to attend and vote at the EGM. No transfer of Shares will be registered during the above book closure period. In order to be eligible to attend and vote at the EGM, all unregistered holders of the shares of the Company shall ensure that all transfer documents accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, for registration not later than 4:30 p.m. on Tuesday, 8 August 2023. Shareholders of the Company whose names are recorded in the register of members of the Company on Wednesday, 9 August 2023 are entitled to attend and vote at the EGM.

2. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

3. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power of attorney or authority, must be deposited at the branch share registrar of the Company in Hong Kong, Tricor Investor Services Limited, at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong, not less than 48 hours before the time appointed for the meeting or the adjourned meeting (as the case may be). Completion and return of the form of proxy shall not preclude a member 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.

4. In the case of joint registered holders of any share of the Company, any one of such joint registered holders may vote at the EGM, either in person or by proxy, in respect of such share as if he/she/it was solely entitled thereto, but if more than one of such joint registered holders be present at the EGM, the vote of the senior who tenders a vote either personally or by proxy shall be accepted to the exclusion of the votes of the other joint registered holders and, for this purpose, seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.

5. As at the date of this notice, the executive Directors are Mr. Ye Zhijie, Mr. Huang Wengui, Mr. Lai Quanshui, Mr. Qiu Limiao, Mr. Ye Dan and Mr. Huang Kaining; and the independent non-executive Directors are Ms. Wong Tuen Sau, Mr. Cai Huinong and Mr. Jiang Qinjian.

– 2 –