Yadea Group Holdings Ltd. — Major Shareholding Notification 2021

Jan 7, 2021

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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Yadea Group Holdings Ltd. 雅迪集團控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1585)

INSIDE INFORMATION DISPOSAL OF SHARES BY A CONTROLLING SHAREHOLDER

This announcement is made by the Company pursuant to Rule 13.09(2)(a) of the Listing Rules and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the SFO.

DISPOSAL OF SHARES BY A CONTROLLING SHAREHOLDER

The Board has been informed that Fang Yuan, one of the Company’s controlling shareholders had, after trading hours on 7 January 2021, entered into sale and purchase agreements with third parties (the “ Purchasers ”) respectively, where Fang Yuan agreed to dispose of, and the Purchasers agreed to purchase from Fang Yuan, an aggregate of 100,000,000 Shares (the “ Sale Shares ”), representing approximately 3.34% of the total number of issued Shares as at the date of this announcement, for a consideration of HK$1,450,000,000 (the “ Disposal ”).

To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, each of the Purchasers is a third party independent of and not connected with the Company and its connected persons (as defined in the Listing Rules).

SHAREHOLDING STRUCTURE

Immediately before completion of the Disposal, Fang Yuan held 604,762,859 Shares, representing approximately 20.19% of the total number of issued Shares as at the date of this announcement. Immediately after completion of the Disposal, Fang Yuan held 504,762,859 Shares, representing approximately 16.85% of the total number of issued Shares as at the date of this announcement.

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Fang Yuan is wholly-owned by Ms. Qian, an executive Director and a controlling shareholder of the Company. Besides, Mr. Dong, the chairman of the Board, an executive Director, the spouse of Ms. Qian and a controlling shareholder of the Company, holds the entire issued share capital of Dai Wei, which in turn holds 1,399,398,084 Shares. Each of Ms. Qian and Mr. Dong is therefore deemed to be interested in all the Shares held by Fang Yuan and Dai Wei pursuant to the SFO respectively.

Pursuant to a concert parties arrangement, Mr. Dong and Ms. Qian confirmed that they are parties acting in concert in relation to the exercise of their voting rights at the meetings of the shareholders of the Company and the Board. They have also further undertaken that during the period when they remain interested in, directly or indirectly, the Shares, they will continue to act in accordance with the concert parties arrangements. As such, Mr. Dong and Ms. Qian, together with their respective holding companies (being Dai Wei and Fang Yuan), are all deemed to be interested in the total Shares held by Dai Wei and Fang Yuan. Immediately before completion of the Disposal, Mr. Dong and Ms. Qian, together with Dai Wei and Fang Yuan were interested in a total of 2,004,160,943 Shares, representing approximately 66.92% of the total number of issued Shares as at the date of this announcement. Immediately after completion of the Disposal, they were interested in 1,904,160,943 Shares, representing approximately 63.58% of the total number of issued Shares as at the date of this announcement. Accordingly, Mr. Dong and Ms. Qian, together with Dai Wei and Fang Yuan shall remain as controlling shareholders of the Company after the Disposal.

DEFINITION

In this announcement, unless the context otherwise requires, the following expression shall have the following meanings:

• “Board” the board of Directors “Company” Yadea Group Holdings Ltd. (雅迪集團控股有限公司), a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the main board of the Stock Exchange

• “controlling shareholder(s)” has the same meaning ascribed thereto under the Listing Rules “Dai Wei” Dai Wei Investment Company Limited (大為投資有限公司), a company incorporated in the British Virgin Islands with limited liability, which is wholly-owned by Mr. Dong as at the date of this announcement

• “Director(s)” the director(s) of the Company “Fang Yuan” Fang Yuan Investment Company Limited (方圓投資有限公 司), a company incorporated in the British Virgin Islands with limited liability, which is wholly-owned by Ms. Qian as at the date of this announcement

“HK$” Hong Kong dollar(s), the lawful currency of Hong Kong

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“Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Mr. Dong” Mr. Dong Jinggui (董經貴), the chairman of the Board, an executive Director, the spouse of Ms. Qian and one of the Company’s controlling shareholders

• “Ms. Qian” Ms. Qian Jinghong (錢靜紅), an executive Director and one of the Company’s controlling shareholders

• “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

• “Share(s)” ordinary share(s) of nominal value of USD0.00001 each in the share capital of the Company

• “Stock Exchange” The Stock Exchange of Hong Kong Limited

• “%” per cent

By Order of the Board Yadea Group Holdings Ltd. Dong Jinggui Chairman

Hong Kong, 8 January 2021

As of the date of this announcement, Mr. Dong Jinggui, Ms. Qian Jinghong and Mr. Shen Yu are the executive Directors; Mr. Zhang Yiyin is the non-executive Director; and Mr. Li Zongwei, Mr. Wu Biguang, Mr. Yao Naisheng and Mr. Wong Lung Ming are the independent non-executive Directors.

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