Xingda International Holdings Limited — Proxy Solicitation & Information Statement 2021

Apr 29, 2021

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 you should take, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Xingda International Holdings Limited (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

XINGDA INTERNATIONAL HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1899)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at 6th Floor, No. 20, Lane 599 Yunling Road (East), Putuo District, Shanghai, China on Tuesday, 8 June 2021 at 10:00 a.m. is set out on pages 15 to 19 of this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete the form of proxy accompanying the notice of the annual general meeting in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude any member of the Company from attending the meeting or any adjournment thereof and voting in person if such member so wishes and in such event, the form of proxy will be deemed to be revoked.

30 April 2021

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
LETTER FROM THE BOARD
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Adoption of the Audited Consolidated Financial Statements and
	the Reports of the Directors and the Auditors . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Declaration of Final Dividend . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
5.	Re-appointment of Auditors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	General Mandates to Issue Shares and to Repurchase Shares . . . . . . . . . . . . . . . .	5
7.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
9.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
10.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX I – Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . . .		8
APPENDIX II – Details of the Directors proposed to be re-elected at the Annual General
	Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		15

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

• “Annual General Meeting”

the annual general meeting of the Company to be held at 6th Floor, No. 20, Lane 599 Yunling Road (East), Putuo District, Shanghai, China on Tuesday, 8 June 2021 at 10:00 a.m. or any adjournment thereof;

• “Articles of Association” the articles of association of the Company;

• “Board” the board of Directors;

• “Company”

• Xingda International Holdings Limited 興達國際控股有限公司, a company incorporated under the laws of the Cayman Islands with limited liability whose shares are listed on the Main Board of the Stock Exchange;

• “Controlling Shareholder” has the meaning ascribed to it in the Listing Rules and in this circular refers to Great Trade Limited, In-Plus Limited, Perfect Sino Limited, Power Aim Limited, Wise Creative Limited, and Messrs. Liu Jinlan, Liu Xiang, Tao Jinxiang, Zhang Yuxiao and Hang Youming (in their respective capacities as the legal owners of the aforesaid companies), together as a group;

• “Director(s)” director(s) of the Company;

• “Faith Maple” Faith Maple International Ltd., a limited liability company incorporated in the British Virgin Islands and a wholly-owned subsidiary of the Company;

• “Group” the Company and its subsidiaries;

• “HK$” and “HK cents” Hong Kong dollars and cents respectively, the lawful currency of Hong Kong;

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC;

• “Issue Mandate” as defined in paragraph 6(a) of the Letter from the Board in this circular;

• “Jiangsu Xingda”

• 江蘇興達鋼簾線股份有限公司 (Jiangsu Xingda Steel Tyre Cord Co., Ltd.*), a non wholly-owned subsidiary of the Company established in the PRC which is indirectly owned as to 70.32% by the Company;

• 1 -

DEFINITIONS

“Latest Practicable Date”	27 April 2021, being the latest practicable date prior to the printing
	of this circular for ascertaining certain information in this circular;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange (as amended from time to time);
“Main Board”	the stock exchange (excluding the option market) operated by the
	Stock Exchange which is independent from and operated in parallel
	with the GEM of the Stock Exchange;
“PRC”	the People’s Republic of China, which for the purpose of this
	circular excludes Hong Kong, the Macau Special Administrative
	Region of the People’s Republic of China and Taiwan;
“Repurchase Mandate”	as defined in paragraph 6(b) of the Letter from the Board in this
	circular;
“RMB”	Renminbi, the lawful currency for the time being of the PRC;
“SFO”	the Securities and Futures Ordinance, Chapter 571 of the Laws of
	Hong Kong (as amended from time to time);
“Share(s)”	ordinary share(s) of nominal value of HK$0.10 each in the share
	capital of the Company;
“Shareholder(s)”	holder(s) of the Share(s);
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“Takeovers Code”	the Code on Takeovers and Mergers;
“US$”	United States dollars, the lawful currency for the time being of the
	United States of America;
“Xingda International (Shanghai)”	興達國際（上海）特種簾線有限公司 (Xingda International
	(Shanghai) Special Cord Co., Ltd.*), an indirect wholly-owned
	subsidiary of the Company established in the PRC; and
“Xingda Special Cord”	江蘇興達特種金屬複合線有限公司(Jiangsu Xingda Special Cord
	Co., Ltd.*), an indirect non wholly-owned subsidiary of the
	Company established in the PRC.

• denotes an English translation of a Chinese name

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LETTER FROM THE BOARD

XINGDA INTERNATIONAL HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1899)

Executive Directors: Mr. Liu Jinlan (Chairman) Mr. Liu Xiang Mr. Tao Jinxiang Mr. Zhang Yuxiao

Registered Office: Cricket Square Hutchins Drive, P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Independent Non-executive Directors:

Mr. Koo Fook Sun, Louis Mr. William John Sharp (Vice Chairman) Ms. Xu Chunhua

Principal place of business in Hong Kong: Unit S03, 7/F, Low block, Grand Millennium Plaza, 181 Queen’s Road Central, Central, Hong Kong

30 April 2021

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the Annual General Meeting for (i) the adoption of the audited consolidated financial statements of the Company and the reports of the Directors and the auditors; (ii) the declaration of a final dividend; (iii) the re-election of retiring Directors; (iv) the re-appointment of the auditors; (v) the granting of the Issue Mandate to the Directors; (vi) the granting of the Repurchase Mandate to the Directors; and (vii) the extension of the Issue Mandate by adding to it the aggregate number of Shares repurchased by the Company under the Repurchase Mandate.

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LETTER FROM THE BOARD

2. ADOPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS

The 2020 annual report incorporating the audited consolidated financial statements of the Company and the reports of the Directors and the auditors for the year ended 31 December 2020 will be sent together with this circular to the Shareholders on the same date. The audited consolidated financial statements of the Company have been reviewed by the audit committee of the Company.

3. DECLARATION OF FINAL DIVIDEND

The Board has recommended a final dividend of 15.0 HK cents per Share for the year ended 31 December 2020 with the shareholders of the Company being given an option to elect to receive such proposed final dividend all in new shares, or all in cash, or partly in new shares and partly in cash (the “ Scrip Dividend Scheme ”). A circular containing details of the Scrip Dividend Scheme and the relevant election form are expected to be sent to Shareholders on or around Friday, 2 July 2021.

The Scrip Dividend Scheme is subject to (1) the approval of the proposed final dividend at the Annual General Meeting; (2) the Stock Exchange granting the listing of and permission to deal in the new shares to be issued pursuant thereto; and (3) where necessary, the white wash waiver granted by the Executive Director of the Corporate Finance Division of the Securities and Futures Commission or any of his/her delegate.

Regarding the proposed final dividend, cheques for cash entitlements and/or the share certificates for new shares issued under the Scrip Dividend Scheme will be sent on or around Friday, 30 July 2021 to Shareholders whose names appear on the Register of Members of the Company as at the close of business on Friday, 18 June 2021.

The proposed final dividend for the year ended 31 December 2020 is subject to the approval by the Shareholders at the Annual General Meeting to be held on Tuesday, 8 June 2021. The register of members of the Company will be closed from Wednesday, 16 June 2021 to Friday, 18 June 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for receiving the final dividend, all duly completed transfer forms accompanied by the relevant Share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, for registration not later than 4:30 p.m. on Tuesday, 15 June 2021.

4. RE-ELECTION OF RETIRING DIRECTORS

According to Article 87 of the Articles of Association, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting at least once every three years. The Directors to retire by rotation shall include (so far as necessary to ascertain the number of Directors to retire by rotation) any Director who wishes to retire and not to offer himself for re-election. Any further Directors so to retire shall be those who

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LETTER FROM THE BOARD

have been longest in office since their last re-election or appointment and as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

Mr. Liu Jinlan, Mr. Tao Jinxiang and Mr. William John Sharp will retire from office by rotation in accordance with Article 87 of the Articles of Association and being eligible, will offer themselves for reelection at the Annual General Meeting.

Mr. William John Sharp has served as an independent non-executive Director for more than 9 years. He meets the independence factors set out in Rule 3.13 of the Listing Rules and is not involved in the daily management of the Company nor in any relationships or circumstances which would interfere with the exercise of his independent judgment. In addition, he continues to demonstrate his ability to provide an independent, balanced and objective view to the affairs of the Company and there is no evidence that his tenure has had any impact on his independence. The Board is of the opinion that Mr. William John Sharp remains independent notwithstanding the length of his service and it believes that his valuable knowledge and experience in the Group’s business and his general business acumen will continue to generate significant contribution to the Company and the Shareholders as a whole.

Details of the Directors proposed to be re-elected at the Annual General Meeting are set out in Appendix II to this circular.

5. RE-APPOINTMENT OF AUDITORS

The Board (which agreed with the view of the audit committee of the Company) recommended that, subject to the approval of the Shareholders at the Annual General Meeting, Deloitte Touche Tohmatsu be reappointed as the auditors of the Company for the year ending 31 December 2021.

6. GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES

At the Annual General Meeting, ordinary resolutions will be proposed to approve the granting of general mandates to the Directors:

• (a) to allot, issue and deal with the shares of the Company or securities convertible into the shares of the Company which, in aggregate, do not exceed 20% of the number of Shares in issue on the date of passing of such resolution (the “ Issue Mandate ”), namely, up to a maximum of 321,385,638 Shares on the basis that the issued share capital of the Company comprised 1,606,928,193 Shares as at the date of the Annual General Meeting;

• (b) to repurchase the shares of the Company on the Stock Exchange (or on any other stock exchange on which the shares of the Company may be listed) which, in aggregate, do not exceed 10% of the number of Shares in issue on the date of passing of such resolution (the “ Repurchase Mandate ”), namely, up to a maximum of 160,692,819 Shares on the basis that the issued share capital of the Company comprised 1,606,928,193 Shares as at the date of the Annual General Meeting; and

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LETTER FROM THE BOARD

• (c) to extend the Issue Mandate by the number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate (up to a maximum number equivalent to 10% of the number of Shares in issue as at the date of the grant of the Repurchase Mandate).

The Issue Mandate and the Repurchase Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or any earlier date as referred to in ordinary resolutions numbered 5A and 5B set out in the notice of the Annual General Meeting. With reference to the Issue Mandate and the Repurchase Mandate, the Directors wish to state that they have no immediate plan to issue any Shares or repurchase any Shares pursuant thereto.

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular.

7. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 15 to 19 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the granting of the Issue Mandate and the Repurchase Mandate, the extension of the Issue Mandate by the addition thereto of the aggregate number of Shares repurchased pursuant to the Repurchase Mandate and the re-election of retiring Directors.

The register of members of the Company will be closed from Thursday, 3 June 2021 to Tuesday, 8 June 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to be entitled to attend and vote at the Annual General Meeting to be held on Tuesday, 8 June 2021, all duly completed transfer forms accompanied by the relevant Share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, for registration not later than 4:30 p.m. on Wednesday, 2 June 2021.

A form of proxy for use at the Annual General Meeting is enclosed with this circular. To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of that power or authority must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude any member of the Company from attending the meeting or any adjournment thereof and voting in person if such member so wishes and in such event, the form of proxy will be deemed to be revoked.

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at the Annual General Meeting will be taken by poll. The Company will announce the results of the poll in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

8. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

9. RECOMMENDATION

The Directors consider that the above proposals are in the best interests of the Company and its shareholders and accordingly recommend all Shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting.

10. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular.

Yours faithfully, On behalf of the Board Liu Jinlan Chairman

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

The following is an explanatory statement required under the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,606,928,193 Shares.

Subject to the passing of the proposed resolution in respect of the granting of the Repurchase Mandate and on the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, the Company would be allowed under the Repurchase Mandate to repurchase a maximum of 160,692,819 Shares (representing 10% of the Shares in issue as at the date of granting of the Repurchase Mandate).

2. REASON FOR REPURCHASE OF SHARES

The Directors believe that the Repurchase Mandate is in the best interests of the Company and its shareholders. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value and/or earnings per Share of the Company and will only be made when the Directors believe that such repurchase will benefit the Company and its shareholders.

The Directors have no present intention to repurchase any Shares.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purchase in accordance with the Articles of Association, the Listing Rules and the applicable laws of the Cayman Islands. Repurchases pursuant to the Repurchase Mandate will be made out of the profits of the Company or the proceeds of a fresh issue of shares made for such purpose or, subject to the Articles of Association and the laws of the Cayman Islands, out of capital. Any premium payable on a purchase over the par value of the Shares to be purchased must be provided from out of the profits of the Company or out of sums standing to the credit of the share premium account of the Company or, subject to the Articles of Association and the laws of the Cayman Islands, out of capital.

There might be an adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 December 2020 in the event that the repurchase of Shares were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

4. SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the previous twelve months (and April 2020 through to the Latest Practicable Date) were as follows:

	Highest	Lowest
	HK$	HK$
2020
April	1.96	1.60
May	1.90	1.70
June	1.90	1.49
July	1.76	1.49
August	1.94	1.52
September	2.06	1.84
October	2.24	1.89
November	2.20	1.81
December	2.40	1.79
2021
January	2.43	2.10
February	2.30	2.04
March	2.30	1.92
April (through to the Latest Practicable Date)	2.22	1.92

5. UNDERTAKING

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make repurchases of Shares pursuant to the Repurchase Mandate and in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company or its subsidiaries under the Repurchase Mandate if such resolution is approved by the Shareholders.

No core connected person (as defined in the Listing Rules) of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company or its subsidiaries, or has undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

6. TAKEOVERS CODE

If on the exercise of the powers to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. As a result, a Shareholder or group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, the Controlling Shareholder held 719,534,457 Shares representing approximately 44.78% of the issued share capital of the Company. In the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the Annual General Meeting, assuming that the present shareholdings and capital structure of the Company remain the same, the interests of the Controlling Shareholder in the issued Shares would be increased to approximately 49.75% of the total issued share capital of the Company and would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code.

The Directors have no present intention to repurchase any Shares to the extent that it will trigger the obligations under the Takeovers Code to make a mandatory offer or which will result in the amount of Shares held by the public being reduced to less than 25% of the total issued shares of the Company.

7. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the six months immediately prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

This appendix sets out the details of each of the Directors proposed to be re-elected at the Annual General Meeting pursuant to Rule 13.74 of the Listing Rules:

Mr. LIU Jinlan ( 劉錦蘭 ) , aged 71, has been a Director and the chairman of the Board since April 2005 and was in August 2005 designated as an executive Director. He is currently the chairman of each of the nomination committee and the manufacturing and operations committee, and a member of each of the executive committee and the investment and international development committee of the Board. He has also been a director of Faith Maple International Ltd. (“Faith Maple”) since 16 June 2004, a director of Xingda International (Shanghai) since 18 September 2006, a director of Xingda Special Cord since 13 June 2007 and a director of 山東興達鋼簾線有限公司 (Shandong Xingda Steel Tyre Cord Co., Ltd.) (“Shandong Xingda”) since 27 June 2011. Both Faith Maple and Xingda International (Shanghai) are wholly-owned subsidiaries of the Company whereas Xingda Special Cord is a non-wholly owned subsidiary of the Company. He joined Xingda Steel Tyre Cord Group, the predecessor of Jiangsu Xingda since May 1994 and has been a director of Jiangsu Xingda since its establishment in 1998. He is also the sole director of Great Trade Limited, a company which has an interest in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO. Mr. Liu was awarded 國家科學技術進步獎二等獎 (the State Science and Technology Improvement Award (Second Class)) in respect of development of production technology for high-performance (new structures) radial tire cords for use in radial tires by the State Council in 2005. He was recognized as 中國橡膠工業科 學發展帶頭人 (Leader in Technology Development in China Rubber Industry) by the China Rubber Industry Association in April 2005 and was awarded 科技進步獎一等獎 (the Technology Improvement Award (First Class)) in respect of development of production technology for high-performance (new structures) radial tire cords for use in radial tires by 中國石油和化學工業協會 (China Petroleum and Chemical Industry Association) in December 2003 and 全國五一勞動節獎章 (the National 1 May Labor medal) by 中華全國總工會 (All China Federation of Trade Unions*) in April 2003. He is a senior engineer. Mr. Liu has more than 25 years of experience in the radial tire cord manufacturing industry. He is the father of Mr. Liu Xiang, who is an executive Director of the Company.

Mr. Liu Jinlan is the legal owner and the sole director of Great Trade Limited, a substantial Shareholder (as defined in the Listing Rules) of the Company. Great Trade Limited, together with various other parties, is the Controlling Shareholder. Mr. Liu Jinlan did not hold any directorship in other listed companies in the past three years.

Mr. Liu Jinlan has entered into a service agreement with the Company for an initial term of three years and will continue subject to termination by the Company by giving not less than three months’ prior written notice to Mr. Liu Jinlan. In accordance with the service agreement, Mr. Liu Jinlan is currently entitled to a director’s salary of HK$4,107,420 per annum, and such salary may be adjusted subject to the recommendation of the remuneration and management development committee of the Company and at the discretion of the Board. The annual director’s salary of Mr. Liu Jinlan was determined on the basis of his role in the Group, the extent of his responsibilities and his experience. In addition, Mr. Liu Jinlan will be entitled to a discretionary bonus as recommended by the remuneration and management development committee of the Company and decided by the Board. He will also be entitled to reimbursement of traveling expenses and all reasonable out-of-pocket expenses properly incurred in the performance of his duties under employment. The total emoluments of Mr. Liu Jinlan for the year ended 31 December 2020 was RMB28,816,000.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

As at the Latest Practicable Date, Mr. Liu Jinlan was interested and/or deemed to be interested in an aggregate of 719,534,457 Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Liu Jinlan (i) does not have any relationship with any Director, senior management or any substantial or controlling Shareholders of the Company; and (ii) as at the Latest Practicable Date, did not have any interest (within the meaning of Part XV of the SFO) in any securities of the Company.

Save as disclosed above, there are no other matters that are required to be disclosed pursuant to any of the requirements set out in paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders in relation to the proposed reelection of Mr. Liu Jinlan as an executive Director.

Mr. TAO Jinxiang ( 陶進祥 ) , aged 58, has been an executive Director since August 2005. He is currently a member of each of the manufacturing and operations committee and the investment and international development committee of the Board. He has also been a director of Xingda International (Shanghai) since 18 September 2006, a director of Xingda Special Cord since 13 June 2007 and a director of Shandong Xingda since 6 June 2016. He joined Xingda Steel Tyre Cord Group, the predecessor of Jiangsu Xingda, in May 1994, and since the establishment of Jiangsu Xingda in 1998, he has been a vice president and a director of the sales and marketing department of Jiangsu Xingda with the overall responsibility of formulating sales and marketing plans. He is also the sole director of Perfect Sino Limited, a company which has an interest in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO. He attended senior sales and marketing executives training classes organized by 職業經理訓練中心 (Executives Training Centre*) of Tsinghua University and obtained a certificate in May 2004. Mr. Tao has more than 25 years of experience in the radial tire cord manufacturing industry.

Mr. Tao is the legal owner and the sole director of Perfect Sino Limited, a substantial shareholder (as defined in the Listing Rules) of the Company. Perfect Sino Limited, together with various other parties, is the Controlling Shareholder. Mr. Tao did not hold any directorship in other listed companies in the past three years.

Mr. Tao has entered into a service agreement with the Company for an initial term of three years and will continue subject to termination by the Company by giving not less than three months’ prior written notice to Mr. Tao. In accordance with the service agreement, Mr. Tao is currently entitled to a director’s salary of HK$757,704 per annum, and such salary may be adjusted subject to the recommendation of the remuneration and management development committee of the Company and at the discretion of the Board. The annual director’s salary of Mr. Tao was determined on the basis of his role in the Group, the extent of his responsibilities and his experience. In addition, Mr. Tao will be entitled to a discretionary bonus as recommended by the remuneration and management development committee of the Company and decided by the Board. He will also be entitled to reimbursement of traveling expenses and all reasonable out-ofpocket expenses properly incurred in the performance of his duties under employment. The total emoluments of Mr. Tao for the year ended 31 December 2020 was RMB25,149,000.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

As at the Latest Practicable Date, Mr. Tao was interested and/or deemed to be interested in an aggregate of 719,534,457 Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Tao (i) does not have any relationship with any Director, senior management or any substantial or controlling Shareholders of the Company; and (ii) as at the Latest Practicable Date, did not have any interest (within the meaning of Part XV of the SFO) in any securities of the Company.

Save as disclosed above, there are no other matters that are required to be disclosed pursuant to any of the requirements set out in paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders in relation to the proposed reelection of Mr. Tao as an executive Director.

Mr. William John SHARP , aged 79, has been an independent non-executive Director since August 2005. He has been appointed as the Vice Chairman of the Board with effect from 1 January 2016. He is currently the chairman of the remuneration and management development committee and a member of the audit committee of the Board. Mr. Sharp is the president of Global Industrial Consulting, a consulting firm. He is also an independent director of China Zenix Auto International Limited, an NYSE-listed manufacturer of commercial vehicle wheels. He joined The Goodyear Tire & Rubber Company in 1964 and was the President of its North American Tire group between 1999 and 2000. Prior to that, he was the President of its Global Support Operations between 1996 and 1999, and the President of Goodyear Europe from 1992 to 1996. While Mr. Sharp has served as an independent non-executive Director for more than 9 years since August 2005, the Board believes that he is able and will continue to exercise independent and professional judgement in relation to matters and affairs of the Company, as he has displayed his competence in serving as an independent director in another public listed company. Mr. Sharp graduated with a bachelor’s degree of science, majoring in industrial engineering, from The Ohio State University in 1963 and has more than 53 years of experience in the tire manufacturing industry.

Mr. Sharp has signed a letter of appointment with the Company under which he agreed to act as an independent non-executive Director of the Company for a term of three years which shall continue thereafter, subject to termination by either party at any time by giving to the other not less than three months’ prior written notice. In accordance with the letter of appointment, Mr. Sharp is currently entitled to a director’s fee of US$50,000 per annum or such other amount as may be determined by the Board. The annual director’s fee of Mr. Sharp was determined on the basis of his role in the Group, the extent of his responsibilities and his experience. Mr. Sharp will also be entitled to reimbursement of reasonable out-ofpocket expenses properly incurred in connection with the performance of his duties under the letter of appointment or in connection with his office. The total emoluments of Mr. Sharp for the year ended 31 December 2020 was RMB396,000.

As at the Latest Practicable Date, Mr. Sharp was interested in 350,000 Shares within the meaning of Part XV of the SFO.

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DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

APPENDIX II

Save as disclosed above, Mr. Sharp (i) has not held any directorship in public companies the securities of which are listed on any securities exchange in Hong Kong or overseas in the past three years; (ii) does not have any relationship with any Director, senior management or any substantial or controlling shareholders of the Company; and (iii) as at the Latest Practicable Date, did not have any interest (within the meaning of Part XV of the SFO) in any securities of the Company.

Save as disclosed above, there are no other matters that are required to be disclosed pursuant to any of the requirements set out in paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders in relation to the proposed reelection of Mr. Sharp as an independent non-executive Director.

• denotes an unofficial English translation of a Chinese name

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NOTICE OF ANNUAL GENERAL MEETING

XINGDA INTERNATIONAL HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1899)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Xingda International Holdings Limited (the “ Company ”) will be held at 6th Floor, No. 20, Lane 599 Yunling Road (East), Putuo District, Shanghai, China on Tuesday, 8 June 2021 at 10:00 a.m. for the purpose of transacting the following business:

ORDINARY RESOLUTIONS

1. To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors of the Company (“ Directors ”) and the auditors for the year ended 31 December 2020;

2. To consider and declare a final dividend of 15.0 HK cents per share of the Company for the year ended 31 December 2020;

3. Each as a separate resolution, to re-elect the retiring Directors (namely, Mr. Liu Jinlan as an executive Director, Mr. Tao Jinxiang as an executive Director and Mr. William John Sharp as an independent non-executive Director) and to authorise the Board of Directors to fix the Directors’ remuneration;

4. To re-appoint the auditors of the Company and to authorise the Board of Directors to fix their remuneration;

5. To consider and, if thought fit, pass with or without amendments the following resolutions as Ordinary Resolutions:

6. A. “ THAT :

   • (a) subject to paragraph (c) of this resolution, the exercise by the Directors during the Relevant Period (as defined below) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (“ Shares ”) or securities convertible into Shares or to make or grant offers, agreements, options

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NOTICE OF ANNUAL GENERAL MEETING

and other rights or issue warrants or other securities which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and other rights, and issue warrants and other securities, which might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate number of Shares allotted or issued or to be allotted or issued (or agreed conditionally or unconditionally to be allotted or issued) or dealt with by the Directors pursuant to the approvals in paragraphs (a) and (b) of this resolution, otherwise than pursuant to or in consequence of:

• (i) a Rights Issue (as defined below);

• (ii) any scrip dividend or similar arrangement providing for an issue of Shares in lieu of the whole or part of the dividend on Shares in accordance with the articles of association of the Company;

• (iii) an exercise of rights of subscription or conversion under the terms of any warrants or any securities which are convertible into Shares which are made, granted or issued by the Company before the Relevant Period;

• (iv) the exercise of any options which may be granted under any share option scheme or similar arrangement for the time being adopted by the Company for the grant or issue of Shares or rights to subscribe or otherwise acquire Shares to officers and/or employees of the Company and/or of any of its subsidiaries and/or to any other persons/entities;

shall not exceed the sum of:

• (i) 20 per cent. of the aggregate number of Shares in issue at the date of passing this resolution; and

• (ii) the aggregate number of Shares repurchased under the authority granted to the Directors as referred to in paragraph 5B below,

and the said approval shall be limited accordingly; and

• (d) for the purposes of this resolution:

“ Relevant Period ” means the period from the passing of this resolution until whichever is the earliest of:

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NOTICE OF ANNUAL GENERAL MEETING

• (i) the conclusion of the next annual general meeting of the Company following the passing of this resolution;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the laws of the Cayman Islands or any other applicable laws to be held; and

• (iii) the passing of an ordinary resolution of the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution; and

“ Rights Issue ” means the allotment or issue of Shares or other securities of the Company which would or might require Shares or securities of the Company to be allotted and issued pursuant to an offer made to all holders of Shares on the Company’s register on a fixed record date in proportion to their then holdings of such Shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong).”

• B. “ THAT :

• (a) the Directors be and are hereby granted a general and unconditional mandate to exercise all powers of the Company to repurchase on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or on any other stock exchange on which the securities of the Company may be listed and which is recognised by the Securities and Futures Commission in Hong Kong and the Stock Exchange for this purpose such number of Shares not exceeding 10 per cent. of the aggregate number of Shares in issue at the date of passing this resolution during the Approved Period (as defined below) in accordance with the Rules Governing the Listing of Securities on the Stock Exchange (as amended from time to time); and

• (b) for the purposes of this resolution:

“ Approved Period ” means the period from the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company following the passing of this resolution;

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or the laws of the Cayman Islands or any other applicable laws to be held; and

• (iii) the passing of an ordinary resolution of the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution.”

• C. “ THAT conditional on the passing of the resolutions set out in paragraphs 5A and 5B above, the general mandate granted to the Directors and for the time being in force to exercise the powers of the Company to allot, issue and deal with additional Shares or securities convertible into Shares pursuant to the resolution set out in paragraph 5A above be and is hereby extended by the addition to the aggregate number of Shares which may be allotted or issued or to be allotted or issued (or agreed conditionally or unconditionally to be allotted or issued) or dealt with by the Directors pursuant to such general mandate of an amount representing the aggregate number of Shares repurchased by the Company under the authority granted pursuant to the resolution set out in paragraph 5B above, provided that such extended amount shall not exceed 10 per cent. of the aggregate number of Shares in issue as at the date of passing this resolution.”

By Order of the Board Liu Jinlan Chairman of the Board

Hong Kong, 30 April 2021

Principal place of business:

Unit S03, 7/F, Low block, Grand Millennium Plaza, 181 Queen’s Road Central, Central, Hong Kong

Notes:

1. Any member of the Company entitled to attend and vote at the above meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member who is the holder of two or more shares of the Company may appoint more than one proxy to attend and vote on his behalf. If more than one proxy is appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

2. To be valid, the form of proxy, together with the power of attorney or other authority, if any, under which it is signed, or a certified copy of that power or authority must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjourned meeting. Completion and return of the form of proxy will not preclude any member from attending the meeting or any adjournment thereof and voting in person if he so wishes and in such event, the form of proxy will be deemed to be revoked.

3. 18 -

NOTICE OF ANNUAL GENERAL MEETING

1. The register of members of the Company will be closed from Thursday, 3 June 2021 to Tuesday, 8 June 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to be entitled to attend and vote at the forthcoming annual general meeting to be held on Tuesday, 8 June 2021, all duly completed transfer forms accompanied by the relevant Share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, for registration not later than 4:30 p.m. on Wednesday, 2 June 2021.

2. The proposed final dividend for the year ended 31 December 2020 is subject to the approval by the shareholders of the Company at the forthcoming annual general meeting to be held on Tuesday, 8 June 2021. The register of members of the Company will be closed from Wednesday, 16 June 2021 to Friday, 18 June 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to qualify for receiving the final dividend, all duly completed transfer forms accompanied by the relevant Share certificates must be lodged with Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong, for registration not later than 4:30 p.m. on Tuesday, 15 June 2021.

3. In the case of joint holders of a Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto; but if more than one of such joint holders are present at the above meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

As at the date hereof, the executive directors of the Company are Mr. Liu Jinlan, Mr. Liu Xiang, Mr. Tao Jinxiang and Mr. Zhang Yuxiao; and the independent non-executive directors of the Company are Mr. Koo Fook Sun, Louis, Mr. William John Sharp and Ms. Xu Chunhua.

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