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NOTICE OF EXTRAORDINARY GENERAL MEETING

2024-06-07 00:00:00

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.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 EXTRAORDINARY GENERAL MEETINGNotice is hereby given that an extraordinary general meeting (the “ExtraordinaryGeneral Meeting”) of Yixin Group Limited 易鑫集团有限公司 (“Company”) will 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 June 27 2024 at 10:00 a.m. for the purpose of considering and if thought fit passing with or without modifications the resolutions set out below to be passed as ordinary resolutions.ORDINARY RESOLUTIONS 1. “THAT the adoption of the 2024 Share Scheme proposed by the board (“Board”) of directors of the Company (“Directors”) a copy of which is produced to this meeting marked “A” and signed by the Chairman of the meeting for the purpose of identification with the Scheme Mandate Limit (as defined in the 2024 Share Scheme) of 10% of the total issued and outstanding Shares (excluding any treasury Shares) as at the date of the Shareholders’ approval of the 2024 Share Scheme be and is hereby approved and adopted and the Scheme Administrator (as defined in the 2024 Share Scheme) be and are hereby authorized to grant the awards pursuant to the 2024 Share Scheme (“Awards”) and do all such acts and execute all such documents as the Scheme Administrator may consider necessary or expedient inorder to give full effect to the 2024 Share Scheme.”; and 2. “THAT conditional upon the passing of ordinary resolution 1 the grant of 117000000 Share Options to Mr. Andy Xuan Zhang (the principal terms and conditions of such grant are set out in the circular of the Company dated June 11 2024) pursuant to the 2024 Share Scheme and on such terms as stipulated in the award letter issued by the Company in relation thereto be hereby approved and confirmed THAT the Board be and is hereby authorized to exercise all rights and powers available to it as it may in its sole discretion consider necessary or expedient to give full effect to the grant of 117000000 Share Options to Mr. Andy Xuan Zhang and THAT any and all such acts to effect the aforesaid grant be and arehereby approved confirmed and ratified.” – EGM-1 –Unless indicated otherwise capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated June 11 2024 in relation to (i) the proposed adoption of the 2024 Share Scheme and (ii) the proposed conditional grant of Share Options under the 2024 Share Scheme.By Order of the Board Yixin Group Limited易鑫集团有限公司 Andy Xuan Zhang Chairman Hong Kong June 11 2024 As at the date of this notice the Directors are: Executive Directors Mr. Andy Xuan Zhang and Mr. Dong Jiang Non-executive Directors Mr. Qing Hua Xie Mr. Qin Miao and Ms. Amanda Chi Yan Chau Independent non-executive Mr. Tin Fan Yuen Mr. Chester Tun Ho Kwok and Directors Ms. Lily Li Dong – EGM-2 –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 meeting is entitled to appoint more than one proxy to attend and vote instead of that shareholder. 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 form of proxy. Every shareholder present in person or by proxy shall be entitled to one vote for each share held that shareholder. 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 certified copy of that power of attorney or authority must be deposited at the Company’s 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 Extraordinary General Meeting or the adjourned meeting (as the case may be). To be effective all proxy appointments must be lodged with Computershare Hong Kong Investor Services Limited before the deadline.Completion and return of the form of proxy 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. 4. For determining the entitlement to attend and vote at the meeting the register of members of the Company will be closed from Monday June 24 2024 to Thursday June 27 2024 both dates inclusive during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the 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 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 June 21 2024. 5. In the case of joint holders of Shares the vote of the senior 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. 6. A circular containing further details concerning proposed ordinary resolutions set out in this notice will be sent to all Shareholders together with this notice. 7. References to time and dates in this notice are to Hong Kong time and dates. 8. In the event that a tropical cyclone warning signal no. 8 or above is issued or black rainstorm warning is hoisted any time after 8:00 a.m. on the day of the Extraordinary General Meeting the Extraordinary General Meeting may be postponed to a later date and/or time as determined by the Company. Shareholders may visit the website of the Company at www.yixincars.com for details of the postponement and alternative meeting arrangement. 9. No corporate gifts or refreshments will be provided at the Extraordinary General Meeting to reduce close contact between attendees. If necessary more stringent precautionary measures and/or other arrangement may be adopted at the Extraordinary General Meeting to comply with any new amended and then existing legal or regulatory requirement(s) of Hong Kong in effect at the relevant time.– EGM-3 –