Akso Health Group 6-K, filed Nov 3, 2021
Akso Health Group (AHG)
About this 6-K
Akso Health Group filed this 6-K on November 3, 2021.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of November 2021
Commission File Number: 001-38245
Xiaobai Maimai Inc.
(Exact name of registrant as specified in its charter)
Room 515,
Floor 5, Jia No. 92-4 to 24 Jianguo Road
Chaoyang District, Beijing 100020
People's Republic of China
Tel: +86 10 5370 9902
(Address of Principal Executive Offices)
Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F x Form 40-F ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨
Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Xiaobai Maimai Inc. | ||
| By: | /s/ Zhang Rui (Kerrie) | |
| Date: November 3, 2021 | Name: | Zhang Rui (Kerrie) |
| Title: | Chief Financial Officer | |
Exhibit 99.1
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON DECEMBER 3, 2021
Dear shareholders,
Notice is hereby given that Xiaobai Maimai Inc., a Cayman Islands exempted company (the “Company”), will hold its annual general meeting of shareholders (the “AGM”) at the Meeting Room, Futian Shangri-La, 4088 Yi Tian Road, Futian District, Shenzhen, 518408, People’s Republic of China, at 10:00 a.m. (Beijing Time) on December 3, 2021 (the “Notice”).
At the AGM, you will be asked to consider and vote upon the following resolutions:
As a special resolution:
THAT the change of the Company’s name from “Xiaobai Maimai Inc.” to “Akso Health Group,” be and hereby is, authorized and approved.
As an ordinary resolution:
THAT the appointment of Wei, Wei & Co., LLP as the Company’s independent registered public accounting firm for the fiscal year ended March 31, 2021 be ratified.
You can find more information about the agenda in the proxy statement accompanying this Notice. We are not aware of any other business to come before the AGM.
The board of directors of the Company has fixed the close of business on October 29, 2021 (Cayman Islands Time) as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of, and to attend and vote at, the AGM or any adjourned or postponed meeting thereof. Accordingly, only shareholders registered in the register of members of the Company at the close of business on the Record Date are entitled to attend and vote at the AGM or at any adjournment that may take place. The register of members of the Company will not be closed. Holders of the Company’s American Depositary Shares (“ADSs”) who wish to exercise their voting rights for the underlying ordinary shares of the Company which are represented by their ADSs must act through Citibank, N.A., the depositary of the Company’s ADSs, and should give voting instructions to Citibank, N.A. accordingly.
Your vote is important.
A shareholder entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote instead of such shareholder at the AGM. A proxy need not be a shareholder of the Company. Any representative of a corporate shareholder attending the AGM would need to produce a letter/board resolutions showing the authorization to represent such shareholder to the Company.
If you plan to attend the AGM, please notify us of your intentions. This will assist us with meeting preparations.
Whether or not you propose to attend the AGM in person, you are strongly advised to complete and return the Proxy Card in accordance with the instructions therein. To be valid, the Proxy Card must be completed and deposited (together with any power of attorney or other authority under which it is signed or a certified copy of that power or authority) to the attention of Ms. Xiaoqin Ma, Corporate Secretary, Futian Shangri-La, 4088 Yi Tian Road, Futian District, Shenzhen, 518408, People’s Republic of China, as soon as possible and in any event not later than 48 hours before the time for holding the AGM or any adjourned meeting. Returning the Proxy Card will not preclude you from attending the AGM and voting in person if you so wish and in such event the proxy shall be deemed to be revoked.
The Notice of the Annual General Meeting of Shareholders, the Proxy Statement, the Proxy Card and the Company’s Annual Report on Form 20-F for the fiscal year ended March 31, 2021 are also available through our website at https://ir.xiaobaimaimai.com/.
| By Order of the Board of Directors, | |
| /s/ Yilin (Linda) Wang | |
| Yilin (Linda) Wang | |
| Chairwoman of the Board of Directors |
PROXY STATEMENT
General
The board of directors of the Company (the “Board of Directors”) is soliciting proxies for an annual general meeting of shareholders (the “AGM”) to be held at the Meeting Room, Futian Shangri-La, 4088 Yi Tian Road, Futian District, Shenzhen, 518408, People’s Republic of China at 10:00 a.m. (Beijing Time) on December 3, 2021.
Purpose of the AGM
The purpose of the AGM is to seek shareholders’ approval of 1) the change of the Company’s name from “Xiaobai Maimai Inc.” to “Akso Health Group”; and 2) the ratification of the appointment of Wei, Wei & Co., LLP as the Company’s independent registered public accounting firm for the fiscal year ended March 31, 2021 (collective, the “Proposals”).
Record Date
Our Board of Directors has fixed the close of business on October 29, 2021 (Cayman Islands Time) as the record date (the “Record Date”) for determining the shareholders entitled to receive notice of, and to attend and vote at, the AGM or any adjourned or postponed meeting thereof.
Accordingly, only shareholders registered in the register of members of the Company at the close of business on the Record Date are entitled to attend and vote at the AGM or at any adjournment that may take place. The register of members of the Company will not be closed. Holders of the Company’s American Depositary Shares (“ADSs”) who wish to exercise their voting rights for the underlying shares represented by their ADSs must act through Citibank, N.A., the depositary of the Company’s ADSs, and should give voting instructions to Citibank, N.A. accordingly.
Quorum
The quorum required for the AGM consists of one or more shareholders present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, who together hold shares which carry in aggregate not less than one-third of all votes attaching to all issued and outstanding ordinary shares of our Company that carry the right to vote at the AGM.
Voting Required
Each ordinary share of the Company in issue on the Record Date is entitled to one vote per share. The Proposal to approve the change of Company’s name requires the affirmative vote of not less than two-thirds of the votes attached to the ordinary shares of the Company cast by those shareholders entitled to vote who are present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, at the AGM.
The Proposal to ratify the appointment independent registered public accounting firm requires the affirmative vote of a simple majority of the votes attached to the ordinary shares of the Company cast by those shareholders entitled to vote who are present in person or by proxy or, if a corporation or other non-natural person, by its duly authorized representative, at the AGM.
The voting results will be announced at the AGM and published in the Company’s report on Form 6-K to be furnished to the SEC after the AGM.
Solicitation
The costs of soliciting proxies will be borne by the Company. Proxies may be solicited by certain of the Company’s directors, officers and regular employees, without additional compensation, in person or by telephone or electronic mail. Copies of solicitation materials will be furnished to banks, brokerage houses, fiduciaries and custodians holding in their names the ordinary shares or ADSs beneficially owned by others to forward to those beneficial owners.
Voting by Holders of Ordinary Shares
When proxies are properly dated, executed, and returned by holders of ordinary shares, the ordinary shares they represent will be voted at the AGM in accordance with the instructions of the relevant shareholders. If no specific instructions are given by such holders, or in the case of broker’s non-votes, the ordinary shares will be voted at the discretion of the holder of such proxies.
Abstentions by holders of ordinary shares are included in the determination of the number of ordinary shares present for the purpose of quorum but are not counted as votes for or against a proposal. Any representative of a corporate shareholder attending the AGM would need to produce a letter/board resolutions showing the authorization to represent such shareholder to the Company.
Any proxy given pursuant to this solicitation may be revoked by the person giving it at any time before its use by delivering a written notice of revocation or a duly executed proxy bearing a later date, or by attending the AGM and voting in person. A written notice of revocation or a duly executed proxy bearing a later date must be delivered to the attention of the Company no later than 48 hours prior to the time for holding the AGM or any adjourned meeting.
Voting by Holders of ADSs
We have requested Citibank, N.A., as depositary of the ADSs, to deliver to all owners of ADSs the ADS voting instruction cards. Upon timely receiving a duly completed ADS voting instruction card from an owner of the ADSs, Citibank, N.A. will endeavor, in so far as practicable, to vote or cause to be voted the amount of ordinary shares represented by such ADSs in accordance with the instructions set forth in the ADS voting instruction card.
If Citibank, N.A. does not receive the voting instructions from an owner of ADSs on or before the date set forth in the ADS voting instruction card, such owner of ADSs, under the terms of the deposit agreement, as amended, by and among the Company, Citibank, N.A. and all holders and beneficial owners from time to time of the ADSs issued thereunder, will be deemed to have instructed Citibank, N.A. to give a discretionary proxy to a person designated by the Company to vote the amount of ordinary shares represented by such ADSs unless the Company informs Citibank, N.A. that it does not wish such proxy to be given, that substantial opposition exists to the matters to be voted on at the AGM or that such matters would have a material adverse impact on the holders of the ordinary shares.
PROPOSAL I— APPROVAL OF NAME CHANGE
We are asking our shareholders to approve the change of our name from “Xiaobai Maimai Inc.” to “Akso Health Group” to reflect the diversification of our business. The approval of the change of our name requires the affirmative vote of not less than two-thirds of the votes attached to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at the AGM.
The Board of Directors recommends a vote FOR the approval of change of the Company’s name to “Akso Health Group.”
PROPOSAL II — RATIFICATION OF THE APPOINTMENT OF INDEPENDENT AUDITOR
Wei, Wei & Co., LLP (“Wei, Wei & Co.”) has served as our independent registered public accounting firm for the fiscal year ended March 31, 2020.
We are asking our shareholders to ratify the appointment of Wei, Wei & Co. as our independent registered public accounting firm for the fiscal year ended March 31, 2021. If such appointment is not ratified, the Audit Committee of the Board (the “Audit Committee”) will consider whether it is appropriate to select another registered public accounting firm. Even if the appointment is ratified, the Audit Committee in its discretion may select a different registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company and our shareholders.
The ratification of the appointment of Wei, Wei & Co. as our independent registered public accounting firm for the fiscal year ended March 31, 2021 requires the affirmative vote of a simple majority of the votes attached to the ordinary shares cast by those shareholders entitled to vote who are present in person or by proxy at the AGM.
The Board of Directors recommends a vote FOR the ratification of the appointment of Wei, Wei & Co. as our independent registered public accounting firm for the fiscal year ended March 31, 2021.
Annual Report
The Company will provide a hard copy of its annual report on Form 20-F for the fiscal year ended March 31, 2021, free of charge, to its shareholders upon request. Requests should be directed to the Company’s IR Department via email at ir@xiaobaimaimai.com.
OTHER MATTERS
The Board of Directors is not aware of any business to come before the AGM other than the Proposal described above in this Proxy Statement. However, if any other matters should properly come before the AGM, it is the intention of the persons named in the enclosed form of proxy to vote the shares they represent as the Board of Directors may recommend.
| By Order of the Board of Directors, | |
| /s/ Yilin (Linda) Wang | |
| Yilin (Linda) Wang | |
| Chairwoman of the Board of Directors |
Exhibit 99.2
XIAOBAI MAIMAI INC.
PROXY CARD
THIS PROXY CARD IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF XIAOBAI MAIMAI INC. FOR AN ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 3, 2021.
The undersigned, a holder of ordinary shares of Xiaobai Maimai Inc., a Cayman Islands company (the “Company”), hereby acknowledges receipt of the notice of this annual general meeting of shareholders of the Company (the “AGM”) (the “Notice”) and proxy statement, and hereby appoints (insert name) or failing him/her, Ms. Yilin (Linda) Wang, the chairwoman of the board of directors of the Company, (the “Proxy”) with full power to each of substitution, as our duly authorized proxy with full power to attend the AGM on behalf and in the name of the undersigned, to represent the undersigned at the AGM to be held at the Meeting Room, Futian Shangri-La, 4088 Yi Tian Road, Futian District, Shenzhen, 518408, People’s Republic of China at 10:00 a.m. (Beijing Time) on December 3, 2021 and at any adjournment thereof, and to vote all the aforesaid ordinary shares which the undersigned would be entitled to vote if then and there personally present, on the matters set forth below (i) as specified by the undersigned below (or if no voting instructions are specified by the undersigned below, at the discretion of the Proxy) and (ii) in the discretion of the Proxy upon such other business as may properly come before the AGM, all as set forth in the Notice and in the proxy statement furnished therewith.
This Proxy Card must be signed by the person registered in the register of members of the Company at the close of business on October 29, 2021 (Cayman Islands Time). In the case of a corporation, this Proxy Card must be executed by a duly authorized officer or attorney.
This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no direction is made, this proxy will be voted at the discretion of the Proxy “FOR” the following proposals:
Proposal I: As a special resolution:
THAT the change of the Company’s name from “Xiaobai Maimai Inc.” to “Akso Health Group,” be and hereby is, authorized and approved.
| For | Against | Abstain | ||||
| o | o | o |
Proposal II: As an ordinary resolution:
THAT the appointment of Wei, Wei & Co., LLP as the Company’s independent registered public accounting firm for the fiscal year ended March 31, 2021 be ratified.
| For | Against | Abstain | ||||
| o | o | o |
| Dated: , 2021 | |
| Shareholder Name: | |
| Signature |
NOTES:
| 1. | A proxy need not be a shareholder of the Company. A shareholder entitled to attend and vote at the AGM is entitled to appoint one or more proxies to attend and vote in his/her stead. Please insert the name of the person(s) of your own choice that you wish to appoint proxy in the space provided, failing which Ms. Yilin (Linda) Wang, the chairwoman of the board of directors of the Company, will be appointed as your proxy. |
| 2. | Whether or not you propose to attend the AGM in person, you are strongly advised to complete and return this form of proxy in accordance with these instructions. To be valid, this form must be completed and deposited (together with any power of attorney or other authority under which it is signed or a certified copy of that power or authority) to the attention of Ms. Xiaoqin Ma, Corporate Secretary, Meeting Room, Futian Shangri-La, 4088 Yi Tian Road, Futian District, Shenzhen, 518408, People’s Republic of China, as soon as possible and in any event not later than 48 hours before the time for holding the AGM or any adjourned meeting. |
| 3. | If two or more persons are jointly registered as holders of a share, the vote of the senior person who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of other joint holders. For this purpose, seniority shall be determined by the order in which the names stand on the Company’s register of members in respect of the relevant shares. The senior holder should sign this form, but the names of all other joint holders should be stated on the form in the space provided. |
| 4. | This form of proxy is for use by shareholders only. If the appointer is a corporate entity this form of proxy must either be under its seal or under the hand of some officer or attorney duly authorized for that purpose. |
| 5. | If this form is returned without an indication as to how the proxy shall vote, the proxy will exercise his/her discretion as to whether he/she votes and if so how. |
| 6. | Returning this completed form of proxy will not preclude you from attending the AGM and voting in person if you so wish and in such event, the proxy shall be deemed to be revoked. If you plan to attend the AGM, please notify us of your intentions. This will assist us with meeting preparations. |
| 7. | Any alterations made to this form must be initialed by you. |
Exhibit 99.3
| Time Sensitive Materials |
Depositary's Notice of
Annual General Meeting of Shareholders of Xiaobai Maimai Inc. (formerly, Hexindai Inc.)
| ADSs: | American Depositary Shares evidenced by American Depositary Receipts (“ADRs”). |
| ADS CUSIP No.: | 98422P108. |
| ADS Record Date: | October 29, 2021 (Cayman Islands/New York City time). |
| Meeting Specifics: | Annual General Meeting to be held on December 3, 2021 at 10:00 a.m. (Beijing time) at the Meeting Room, Futian Shangri- La, 4088 Yi Tian Road, Futian District, Shenzhen, 518408, People's Republic of China (the “Meeting”). |
| Meeting Agenda: | Please refer to the Company’s Notice of Meeting enclosed herewith (For more information regarding the Meeting and to view the Meeting materials, please visit the Company's website at https://ir.xiaobaimaimai.com/.) |
| ADS Voting Instructions Deadline: | On or before 10:00 a.m. (New York City time) on November 29, 2021. |
| Deposited Securities: | Ordinary Shares, par value US$0.0001 per Share, of Xiaobai Maimai Inc., an exempted company organized under the laws of the Cayman Islands (the “Company”). |
| ADS Ratio: | 3 Ordinary Shares to 1 ADS. |
| Depositary: | Citibank, N.A. |
| Custodian(s) of Deposited Securities: |
Citibank, N.A. – Hong Kong. |
| Deposit Agreement: | Deposit Agreement, dated as of November 2, 2017, by and among the Company, the Depositary and all Holders and Beneficial Owners from time to time of ADRs, evidencing ADSs, issued thereunder. |
To be counted, your Voting Instructions need to be received by the Depositary prior to
10:00 a.m. (New York City time) on November 29, 2021.
Note that if you do not timely return the Voting Instructions to the Depositary, the Deposited Securities represented by your ADSs may
nevertheless be voted upon the terms set forth in the Deposit Agreement.
The Company has announced that an Annual General Meeting of Shareholders will be held at the date, time and location identified above. A copy of the Notice of Meeting from the Company which includes the agenda for such Meeting is enclosed.*
Holders of ADSs wishing to give voting instructions to the Depositary must sign, complete and return the enclosed Voting Instructions prior to the ADS Voting Instructions Deadline in the enclosed pre-addressed envelope.
The Depositary has been advised by the Company that under the Articles of Association of the Company, voting at any meeting of shareholders is by show of hands unless a poll is demanded. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. The Company has informed the Depositary that, under the Articles of Association of the Company, a poll may be demanded by the chairman of the meeting or by any one or more shareholders who together hold the ordinary shares which carry in aggre- gate not less than 10% of the votes attaching to all issued and outstanding ordinary shares that carry the right to vote at such general meeting, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorised representative.
Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date (and, if so required by the Company, who also hold the ADSs as of the applicable share record date) of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. If the Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose and voting is by poll, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (A) the Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of Deposited Securities may be materially adversely affected.
Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quo- rum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except (i) in the case voting is by show of hands, in which case the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions and (ii) as otherwise contemplat- ed in the Deposit Agreement). Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.
The information contained herein with respect to the Meeting has been provided by the Company. Citibank, N.A. is forwarding this information to you solely as Depositary and in accordance with the terms of the Deposit Agreement and disclaims any responsibility with respect to the accuracy of such information. Citibank, N.A. does not, and should not be deemed to, express any opinion with respect to the proposals to be considered at the Meeting. The rights and obligations of Holders and Beneficial Owners of ADSs, the Company and the Depositary are set forth in their entirety in the Deposit Agreement and summarized in the American Depositary Receipts. If you wish to receive a copy of the Deposit Agreement, please contact the Depositary at the number set forth below.
If you have any questions, please contact Citibank, N.A. - ADR Shareholder Services at 1-877-CITI-ADR (1-877-248-4237).
| Citibank, N.A., as Depositary |
* As set forth in the Deposit Agreement, Holders of record of ADSs as of the close of business on the ADS Record Date will be entitled, subject to any applicable law, the provisions of the Deposit Agreement, the Articles of Association of the Company, and the provisions of or governing the Deposited Securities, to instruct the Depositary as to the exercise of the voting rights, if any, per- taining to the Deposited Securities represented by such Holders’ ADSs.
Exhibit 99.4
Annual General Meeting of Shareholders
The Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 a.m. (New York City time) on November 29, 2021 for action to be taken.
| 2021 VOTING INSTRUCTIONS | AMERICAN DEPOSITARY SHARES |
Xiaobai Maimai Inc. (formerly Hexindai Inc.) (the “Company”)
| ADS CUSIP No.: | 98422P108. |
| ADS Record Date: | October 29, 2021 (Cayman Islands/New York City time). |
| Meeting Specifics: | Annual General Meeting to be held on December 3, 2021 at 10:00 a.m. (Beijing time) at the Meeting Room, Futian Shangri-La, 4088 Yi Tian Road, Futian District, Shenzhen, 518408, People's Republic of China (the “Meeting”). |
| Meeting Agenda: | Please refer to the Company’s Notice of Meeting enclosed herewith (For more information regarding the Meeting and to view the Meeting materials, please visit the Company's website at https://ir.xiaobaimaimai.com/.) |
| Depositary: | Citibank, N.A. |
| Deposit Agreement: | Deposit Agreement, dated as of November 2, 2017. |
| Deposited Securities: | Ordinary Shares, par value US$0.0001 per Share, of the Company. |
| Custodian: | Citibank, N.A. - Hong Kong. |
The undersigned holder, as of the ADS Record Date, of the American Depositary Receipt(s) issued under the Deposit Agreement and evidencing the American Depositary Shares identified hereof (such American Depositary Shares, the “ADSs”) hereby authorizes and directs the Depositary to cause to be voted at the Meeting (and any adjournment or postponement thereof) the Deposited Securities represented by the ADSs in the manner indicated on the reverse side hereof.
The Depositary has been advised by the Company that under the Articles of Association of the Company, voting at any meeting of shareholders is by show of hands unless a poll is demanded. The Depositary will not join in demanding a poll, whether or not requested to do so by Holders of ADSs. The Company has informed the Depositary that, under the Articles of Association of the Company, a poll may be demanded by the chairman of the meeting or by any one or more shareholders who together hold the ordinary shares which carry in aggregate not less than 10% of the votes attaching to all issued and outstanding ordinary shares that carry the right to vote at such general meeting, present in person or by proxy or, if a corporation or other non-natural person, by its duly authorised representative.
Voting instructions may be given only in respect of a number of ADSs representing an integral number of Deposited Securities. Upon the timely receipt from a Holder of ADSs as of the ADS Record Date (and, if so required by the Company, who also hold the ADSs as of the applicable share record date) of voting instructions in the manner specified by the Depositary, the Depositary shall endeavor, insofar as practicable and permitted under applicable law, the provisions of the Deposit Agreement, Articles of Association of the Company and the provisions of the Deposited Securities, to vote, or cause the Custodian to vote, the Deposited Securities (in person or by proxy) represented by such Holder’s ADSs as follows: (i) in the event voting takes place at a shareholders’ meeting by show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions and (ii) in the event voting takes place at a shareholders’ meeting by poll, the Depositary will instruct the Custodian to vote the Deposited Securities in accordance with the voting instructions received from the Holders of ADSs. If the Depositary does not receive instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose and voting is by poll, such Holder shall be deemed, and the Depositary shall deem such Holder, to have instructed the Depositary to give a discretionary proxy to a person designated by the Company to vote the Deposited Securities; provided, however, that no such discretionary proxy shall be given by the Depositary with respect to any matter to be voted upon as to which the Company informs the Depositary that (A) the Company does not wish such proxy to be given, (B) substantial opposition exists, or (C) the rights of holders of Deposited Securities may be materially adversely affected.
Neither the Depositary nor the Custodian shall under any circumstances exercise any discretion as to voting and neither the Depositary nor the Custodian shall vote, attempt to exercise the right to vote, or in any way make use of, for purposes of establishing a quorum or otherwise, the Deposited Securities represented by ADSs, except pursuant to and in accordance with the voting instructions timely received from Holders or as otherwise contemplated herein. If the Depositary timely receives voting instructions from a Holder which fail to specify the manner in which the Depositary is to vote the Deposited Securities represented by such Holder’s ADSs, the Depositary will deem such Holder to have instructed the Depositary to vote in favor of the items set forth in such voting instructions. Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except (i) in the case voting is by show of hands, in which case the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received from a majority of Holders of ADSs who provided voting instructions and (ii) as otherwise contemplated in the Deposit Agreement). Notwithstanding anything else contained herein, the Depositary shall, if so requested in writing by the Company, represent all Deposited Securities (whether or not voting instructions have been received in respect of such Deposited Securities from Holders as of the ADS Record Date) for the sole purpose of establishing quorum at a meeting of shareholders.
Please indicate on the reverse side hereof how the Deposited Securities are to be voted.
The Voting Instructions must be marked, signed and returned on time in order to be counted.
By signing on the reverse side hereof, the undersigned represents to the Depositary and the Company that the undersigned is duly authorized to give the voting instructions contained therein.
PROPOSALS
| Proposal I: | THAT the change of the Company’s name from “Xiaobai Maimai Inc.” to “Akso Health Group,” be and hereby is, authorized and approved. |
| Proposal II: | THAT the appointment of Wei, Wei & Co., LLP as the Company’s independent registered public accounting firm for the fiscal year ended March 31, 2021 be ratified. |
The Company has informed the Depositary that the Board of Directors of the Company recommends a vote "FOR" the proposals.
| A | Issues | Xiaobai Maimai Inc. |
| For | Against | Abstain | ||
| Proposal I | ¨ | ¨ | ¨ | |
| Proposal II | ¨ | ¨ | ¨ |
B Authorized Signatures - Sign Here - This section must be completed for your instructions to be executed.
If these Voting Instructions are signed and timely returned to the Depositary but no specific direction as to voting is marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give Voting Instructions “FOR” the unmarked issue.
If these Voting Instructions are signed and timely returned to the Depositary but multiple specific directions as to voting are marked above as to an issue, the undersigned shall be deemed to have directed the Depositary to give an “ABSTAIN” Voting Instruction for such issue.
Please be sure to sign and date this Voting Instructions Card.
Please sign your name to the Voting Instructions exactly as printed. When signing in a fiduciary or representative capacity, give full title as such. Where more than one owner, each MUST sign. Voting Instructions executed by a corporation should be signed in full name by a duly authorized officer with full title as such.
| Signature 1 - Please keep signature within the line | Signature 2 - Please keep signature within the line | Date (mm/dd/yyyy) | ||
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