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Jiyi Holdings Limited 集 一 控 股 有 限

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Jiyi Holdings Limited 集 一 控 股 有 限 THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Jiyi Holdings Limited (the “Company”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee. Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular. Jiyi Holdings Limited (Incorporate集 d一in th控e Cayma股n Island有 s限with 公limited司liability) (Stock Code: 1495) (1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND BUY-BACK SHARES; (2) RETIREMENT AND RE-ELECTION OF DIRECTORS; AND (3) NOTICE OF ANNUAL GENERAL MEETING A notice convening the annual general meeting of the Company to be held at 14th Floor, China Railway South Headquarters Building, No. 3333 Zhongxin Road (Shenzhen Bay Section), Nanshan District, Shenzhen, PRC 3333 14 on Friday, 4 June 2021 at 11:00 a.m. is （深圳市南山區中心路深圳灣段set out on pages 15 to 20 of this circular.號中鐵南方總部大廈 A form of proxy for 樓）use at the annual general meeting is enclosed with this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete the accompanying form of proxy, in accordance with the instructions printed thereon and deposit the same at the Hong Kong branch share registrar and transfer office of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment thereof should you so wish. PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING Please see page i of this document for measures being taken to try to prevent and control the spread of the Novel Coronavirus (COVID-19) at the Annual General Meeting, including: • compulsory body temperature checks and health declarations • recommended wearing of a surgical face mask for each attendee • no distribution of corporate gift or refreshment Any person who does not comply with the precautionary measures may be denied entry into the meeting venue. The Company reminds Shareholders that they may appoint the chairlady of the meeting as their proxy to vote on the relevant resolution(s) at the meeting as an alternative to attending the meeting in person. 27 April 2021 CONTENTS Page Definitions ............................................................... 1 Letter from the Board Introduction .............................................................. 3 Issue Mandate, Share Buy-back Mandate and Extension Mandate ..................... 4 Retirement and re-election of Directors ......................................... 5 AGM and proxy arrangement ................................................. 6 Voting by poll ............................................................. 7 Responsibility statement ..................................................... 7 Recommendation........................................................... 7 General .................................................................. 7 Miscellaneous ............................................................ 7 Appendix I – Explanatory statement for the Share Buy-back Mandate ........... 8 Appendix II – Details of Directors proposed for re-election ..................... 12 Notice of AGM............................................................ 15 – i – DEFINITIONS In this circular, unless the context otherwise requires, the following expressions shall have the following meanings: “AGM” or “Annual General the annual general meeting of the Company to be convened Meeting” and held at 14th Floor, China Railway South Headquarters Building, No. 3333 Zhongxin Road (Shenzhen Bay Section), Nanshan District, Shenzhen, PRC on Friday, 4 June 2021 at 11:00 a.m. or any adjournment thereof “Articles of Association” the articles of association of the Company, and the “Article” shall mean an article of the Articles of Association “Board” the board of Directors “close associate(s)” has the meaning ascribed to this term under the Listing Rules “Companies Law” the Companies Law, Chapter 22, (Law 3 of 1961, as consolidated and revised) of the Cayman Islands “Company” Jiyi Holdings Limited, a company incorporated in the Cayman Islands with limited liability and the issued Shares of which are listed on the Main Board of the Stock Exchange “Director(s)” the director(s) of the Company “Extension Mandate” a general and unconditional mandate to the Directors to the effect that any Shares bought back under the Share Buy- back Mandate will be added to the total number of Shares which may be allotted and issued under the Issue Mandate “Group” the Company and its subsidiaries “Hong Kong” the Hong Kong Special Administrative Region of the PRC – 1 – DEFINITIONS “Issue Mandate” a general and unconditional mandate to the Directors to exercise all the powers of the Company to allot, issue or otherwise deal with Shares not exceeding 20% of the total number of Shares in issue as at the date of passing of the relevant resolution “Latest Practicable Date” 19 April 2021, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China “SFO” the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ”Share(s)” ordinary share(s) of HK$0.1 each in the share capital of the Company “Share Buy-back Mandate” a general and unconditional mandate to the Directors to exercise all the powers of the Company to buy back Shares not exceeding 10% of the total number of Shares in issue as at the date of passing of the relevant resolution “Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Takeovers Code” The Code on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission in Hong Kong “HK$” Hong Kong dollars, the lawful currency of Hong Kong “%” per cent – 2 – LETTER FROM THE BOARD Jiyi Holdings Limited (Incorporate集 d一in th控e Cayma股n Island有 s限with 公limited司liability) (Stock Code: 1495) Executive Directors: Registered office: Ms. Hou Wei (Chairlady) Windward 3 Mr. Liu Xianxiu Regatta Office Park Mr. Yang Baikang P.O. Box 1350 Grand Cayman Non-executive Director: KY1-1108 Mr. Hou Bo Cayman Islands Independent non-executive Directors: Head office and principal place of Mr. Ye Yihui business in Hong Kong: Mr. Ho Hin Yip Unit 912, 9th Floor Mr. Hou Lianchang Tai Yau Building 181 Johnston Road Wanchai, Hong Kong 27 April 2021 To the Shareholders Dear Sir or Madam, (1) PROPOSED GRANT OF GENERAL MANDATES TO ISSUE NEW SHARES AND BUY-BACK SHARES; (2) RETIREMENT AND RE-ELECTION OF DIRECTORS; AND (3) NOTICE OF ANNUAL GENERAL MEETING INTRODUCTION The purpose of this circular is to provide you with the notice of AGM and information regarding the resolutions to be proposed at the AGM relating to, among other things, (i) the granting of the Issue Mandate to the Directors; (ii) the granting of the Share Buy-back Mandate to the Directors; (iii) the granting of the Extension Mandate to the Directors; and (iv) the retirement and re-election of Directors. – 3 – LETTER FROM THE BOARD ISSUE MANDATE, SHARE BUY-BACK MANDATE AND EXTENSION MANDATE At the AGM, the following resolutions (among other matters) will be proposed: (a) to grant the Issue Mandate to the Directors, i.e. to exercise all the powers of the Company to allot, issue and otherwise deal with additional Shares up to a maximum of 20% of the total number of Shares in issue on the date of passing of such resolution; (b) to grant the Share Buy-back Mandate to the Directors, i.e. to exercise all the power of the Company to buy back Shares up to a maximum of 10% of the total number of Shares in issue on the date of passing of such resolution; and (c) to grant the Extension Mandate, i.e. to increase the number of Shares to be issued and allotted under the Issue Mandate by an additional number representing such number of Shares bought back under the Share Buy-back Mandate. As at the Latest Practicable Date, the Company had a total number of 815,275,321 Shares in issue. Subject to the passing of the proposed resolution for the grant of the Issue Mandate and on the basis that no Shares are allotted and issued or bought back by the Company prior to the AGM, the maximum number of new Shares to be issued under the Issue Mandate (if approved by the Shareholders at the AGM) is 163,055,064 Shares. Each of the Issue Mandate and the Share Buy-back Mandate, if approved, will continue in force until the earliest of: (a) the conclusion of the
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