EX-99.3 4 d107362dex993.htm EX-99.3 EX-99.3

Exhibit 99.3

 

 

Extraordinary 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 8, 2021 for action to be taken.

 

2021 VOTING INSTRUCTIONS                   AMERICAN DEPOSITARY SHARES
AiHuiShou International Co. Ltd. (the “Company”)
ADS CUSIP No.:   00138L108.
ADS Record Date:   October 8, 2021 (New York City time).
Meeting Specifics:   Extraordinary General Meeting to be held on November 15, 2021 at 10:00 a.m. (Beijing Time), at 12/F,
  Tower 6, KIC Corporate Avenue, 433 Songhu Road, Yangpu District, Shanghai (the “Meeting”).
Meeting Agenda:   Please refer to the Company’s Notice of Meeting enclosed herewith.
Depositary:   Citibank, N.A.
Deposit Agreement:   Deposit Agreement, dated as of June 17, 2021, by and among the Company, the Depositary and all
  Holders and Beneficial Owners.
Deposited Securities:   Class A 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 Share(s) issued under the Deposit Agreement identified hereon (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 the Articles of Association of the Company (the “Articles of Association”) provide that voting at any general meeting of shareholders is by show of hands unless (before or on the delclaration of the show of hands) a poll is demanded.

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 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, the Articles of Association 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: (a) in the event voting takes place at a shareholders’ meeting by a show of hands, the Depositary will instruct the Custodian to vote all Deposited Securities in accordance with the voting instructions received timely from a majority of Holders of ADSs who provided voting instructions, and (b) 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 timely received from the Holders of ADSs. If voting is by poll and the Depositary does not receive voting instructions from a Holder as of the ADS Record Date on or before the date established by the Depositary for such purpose, 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 adversely affected.

Deposited Securities represented by ADSs for which no timely voting instructions are received by the Depositary from the Holder shall not be voted (except (a) 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 timely voting instructions, and (b) as otherwise contemplated in the Deposit Agreement). 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.

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.


Special Resolution

 

Special Resolution 1:          It was resolved as a special resolution that the name of the Company is changed from “AiHuiShou International Co. Ltd.” to “ATRenew Inc.”

The Company has informed the Depositary that the Board of Directors of the Company recommends a vote “FOR” the proposals.

 

  A     Issues    AiHuiShou International Co. Ltd.

 

   For    Against    Abstain
Special Resolution 1     ☐      ☐      ☐

 

  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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