Grand Baoxin Auto : Announcements and Notices - Notice Of The Extraordinary General Meetin ...

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GRAND BAOXIN AUTO GROUP LIMITED ᄿිᘒڦӛԓණྠϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1293)

NOTICE OF THE EXTRAORDINARY GENERAL MEETING AND

CLOSURE OF REGISTER OF MEMBERS

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the "EGM") of Grand

Baoxin Auto Group Limited (the "Company") will be held at No. 3998 Hongxin Road, Minhang District, Shanghai, the PRC at 10: 30 a.m. on 15 June 2018. In this notice, unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Company's circular (the "Circular") dated 25 May 2018.

RESOLUTION TO BE CONSIDERED AND APPROVED AT THE EGM

By way of ordinary resolution:

(1) "THAT

• (a) the Sale and Leaseback Framework Agreement and the transactions contemplated thereunder be and hereby approved and confirmed AND the fixing of the respective Annual Caps as disclosed in the Circular be and is hereby approved and confirmed; and

• (b) the Directors acting together or by committee, or any Director acting individually, be and is/are hereby authorised to do all such acts and things (including, without limitation, signing, execution (under hand or under seal), perfection and delivery of all documents) on behalf of the Company as he or they may, in his/their absolute discretion, consider necessary, desirable or expedient for the purposes of, or in connection with, the performance and implementation of the Sale and Leaseback Framework Agreement and any other documents relating thereto or contemplated thereby (in each case amended if necessary) and to make or agree such alterations, amendments and additions thereto as the Director(s) may, in his/their absolute discretion, consider necessary, desirable or expedient in the interests of theCompany."

Details of the above resolution proposed at the EGM are contained in the Circular, which is available on the website of Hong Kong Exchanges and Clearing Limited (www.hkex.com.hk) and the website of the Company (http://www.klbaoxin.com).

By order of the Board Grand Baoxin Auto Group Limited

Mr. Li Jianping

Chairman

The PRC

25 May 2018

As at the date of this notice, the executive Directors are Mr. LI Jianping, Mr. WANG Xinming, Mr. LU Ao and Mr. Qi Junjie; the non-executive Director is Ms. XU Xing; and the independent non-executive Directors are Mr. DIAO Jianshen, Mr. WANG Keyi and Mr. CHAN Wan Tsun Adrian Alan.

Notes:

• 1. All resolutions at the meeting will be taken by poll pursuant to the Listing Rules except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. 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 entitled to attend and vote at the above meeting is entitled to appoint one or more proxies (who must be individual(s)) to attend and vote instead of him/her/it. A proxy need not be a Shareholder. 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. Where there are joint registered holders of any Share, any one of such persons may vote at the above meeting, either personally or by proxy, in respect of such Share as if he/she/it were solely entitled thereto; but if more than one of such joint holders are present at the above meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding and, for this purpose, seniority shall be determined by reference to the order in which the names of the joint holders that stand on the register of members in respect of the relevant joint holding.

• 4. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be completed and lodged at the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the meeting or any adjournment thereof, and in such event, the relevant form of proxy shall be deemed revoked.

• 5. For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from 12 June 2018 to 15 June 2018, both days inclusive, during such period no transfer of Shares will be registered. In order to qualify for attending and voting at the EGM, all duly stamped share transfer documents accompanied by the relevant share certificates must be lodged with the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4: 30 p.m. on 11 June 2018.

• 6. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.