Yixin&nbsp;: PROPOSED INCREASE IN SCHEME LIMIT UNDER THE FIRST SHARE AWARD SCHEME, PROPOSED SCHEME MANDATE TO ISSUE SHARES UNDER THE FIRST SHARE AWARD SCHEME AND NOTICE OF EXTRAORDINARY GENERAL MEETING

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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 liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. YIXIN GROUP LIMITED
in Hong Kong as "Yixin Automotive Technology Group Limited")
(Stock Code: 2858)
ANNOUNCEMENT PURSUANT TO RULE 3.8 OF THE TAKEOVERS CODE
This announcement is made by Yixin Group Limited (易鑫集团有限公司) (the "Company") pursuant to Rule 3.8 of the Code on Takeovers and Mergers of Hong Kong (the "Takeovers Code"). Reference is made to (i) the pre-IPO share option scheme adopted by the Company on May 26, 2017 (the "Pre-IPOShare Option Scheme"), (ii) the announcement of the Company dated September 13, 2019 in relation to, among other things, the Proposed Transaction (the "Rule 3.7 Announcement"), and (iii) the joint announcement issued by the Company and the Joint Offerors dated June 15, 2020 in relation to, among other things, the possible unconditional mandatory cash offers to be made by the Joint Offerors to acquire all the issued ordinary shares in the share capital of the Company (other than the Excluded Yixin Shares) and to cancel all outstanding share options granted by the Company pursuant to its Pre-IPO Share Option Scheme (the "Rule
3.5 Announcement", together with the Rule 3.7 Announcement, the "Announcements"). Unless otherwise defined, all capitalized terms used herein shall have the same meanings as defined in the Announcements. UPDATE OF NUMBER OF RELEVANT SECURITIES OF THE COMPANY
The Board wishes to announce that on September 15, 2020, 70,000 new Yixin Shares were allotted and issued due to the exercise of 70,000 share options granted under the Pre-IPO Share Option Scheme ("Share Options") at the exercise price of US$0.0014. Details of all classes of "relevant securities" (as defined in Note 4 to Rule 22 of the Takeovers Code) issued by the Company and the numbers of such securities in issue as at the date of this announcement are as follows:
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a total of 6,376,151,863 Yixin Shares of the Company are in issue; and
a total of 243,360,647 outstanding Share Options with rights to subscribe for an aggregate of 243,360,647 new Yixin Shares. As at the date of this announcement, save as disclosed above, the Company has no outstanding securities, options, derivatives or warrants which are convertible or exchangeable into Yixin Shares and the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code). DISCLOSURE OF DEALINGS
The respective associates (as defined under the Takeovers Code) of the Company and the Consortium are hereby reminded to disclose their dealings in any securities of the Company pursuant to the Takeovers Code. In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:
"Responsibilities of stockbrokers, banks and other intermediaries
Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates of an offeror or the offeree company and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million. This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved. 2
Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation." Warning: Shareholders and potential investors generally should exercise caution when dealing in the securities of the Company (including the Yixin Shares and any options or rights in respect of them). Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers. By Order of the Board
Yixin Group Limited

Yixin : ANNOUNCEMENT PURSUANT TO RULE 3.8 OF THE TAKEOVERS CODE

08/05
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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 liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase, or subscribe for securities of the Company nor is it a solicitation of any vote or approval in any jurisdiction. YIXIN GROUP LIMITED
carrying on business in Hong Kong as "Yixin Automotive Technology Group Limited")
(Stock Code: 2858)
APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER
Reference is made to the joint announcement issued by Yixin Group Limited (易鑫集團有限公司) (the "Company"), Tencent Mobility Limited and Hammer Capital Offerco 1 Limited dated June 15, 2020 (the "Joint Announcement"). Unless the context otherwise requires, the capitalized terms used herein shall have the same meanings as those defined in the Joint Announcement. The Board wishes to announce that Optima Capital Limited, a corporation licensed to carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), has been appointed as the Independent Financial Adviser of the Company to advise the Independent Board Committee in respect of the Offers and, in particular, as to whether the Offers are fair and reasonable and as to acceptance of the Offers. Such appointment has been approved by the Independent Board Committee in accordance with Rule 2.1 of the Takeovers Code. The letter of advice from Optima Capital Limited in respect of the Offers will be included in the Composite Document to be despatched to the Shareholders and the Optionholders in due course and in compliance with the Takeovers Code. 1
Warning: The Offers will only be made if Merger Closing takes place and the Merger becomes effective. In the event that the Merger is not consummated, Merger Closing does not take place and the Merger does not become effective, the Offers will not be triggered. Accordingly, the Offers may or may not be made. Shareholders, Optionholders and potential investors should exercise extreme caution when dealing in the relevant securities of the Company. A further announcement will be made by the Joint Offerors and the Company when Merger Closing takes place and the Merger becomes effective. Persons who are in doubt as to the action they should take should consult their stockbroker, bank manager, solicitor or other professional advisers. By Order of the Board
Yixin Group Limited

Yixin : APPOINTMENT OF INDEPENDENT FINANCIAL ADVISER

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Disclosure of dealings in the shares of Yixin Group Limited
The Executive received the following disclosure of securities dealings pursuant to Rule 22 of the Hong Kong Code on Takeovers and Mergers:
Party
Purchase
unsolicited client-driven orders
Dealings were made for its own account. Merrill Lynch International is ultimately owned by Bank of America Corporation. Attachments
Disclaimer
Yixin Group Ltd. published this content on 27 November 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 November 2019 04:27:00 UTC
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07:53a

Yixin : Disclosure of Dealings under Rule 22 of the Takeovers Code

Kirkland & Ellis is advising Hammer Capital on the deal. Hammer Capital and Tencent Holdings proposed a private transaction to acquire all of the outstanding ordinary shares of Bitauto Holdings Limited, not already owned by the investor consortium or their affiliates for US$16 in cash per American depositary share, as well as advising the investor consortium in the consequential mandatory general offer for the shares of Yixin Group Limited, pursuant to the chain principle under the Hong Kong Takeovers Code. Bitauto is a leading provider of internet content & marketing services, and transaction services for China’s fast-growing automotive industry. Yixin, a subsidiary of Bitauto, is a leading online automobile finance transaction platform in China, which provides transaction platform services as well as self-operated financing services. The Kirkland team is led by transactional partners Nicholas Norris (Picture), Daniel Dusek, Xiaoxi Lin and Carmen Lau, and investment funds partners Justin Dolling and Jennifer Feng.

Hammer Capital And Tencent Holdings’ Takeover Of Bitauto And Yixin

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Companies involved in the rental, selling, trading, or purchasing of cars, RVs, trucks, and fleets, including auto financing companies, vehicle auction services, online classified advertising companies with a focus on auto, and dealership software platforms.

Auto Commerce

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Fintech

Acquired

Yixin (易鑫集团) (HKG :2858) is the developer and operator of an online retail automobile transaction platform that connects Chinese consumers to a network of automakers, auto dealers, financers, insurance companies, and aftermarket service providers.

Name	Xuan Zhang
Work History
Title	Chief Executive Officer
Status	Current

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