Yadea Group Holdings Ltd. — Proxy Solicitation & Information Statement 2017

Apr 27, 2017

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 to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Yadea Group Holdings Ltd., you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or transferee or to the bank, licensed securities dealer 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.

Yadea Group Holdings Ltd. 雅迪集團控股有限公司

(incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 1585)

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND DECLARATION OF A FINAL DIVIDEND AND NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in the section “Definitions” of this circular.

A notice convening the Annual General Meeting to be held at Falcon Room I, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Tuesday, 6 June 2017 at 9:30 a.m. is set out on pages 16 to 21 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.yadea.com.cn). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude any Shareholder from attending and voting in person at the Annual General Meeting if you so wish and in such event the form of proxy shall be deemed to be revoked.

28 April 2017

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I	– DETAILS OF DIRECTORS PROPOSED FOR
	RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II	– EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . .	13
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . .		16

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 Falcon Room I, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Tuesday, 6 June 2017 at 9:30 a.m., or any adjournment thereof and notice of which is set out on pages 16 to 21 of this circular

• “Articles of Association”

• the articles of association of the Company, as amended from time to time

• “Board”

• the board of Directors

• “Cayman Companies Law”

• the Companies Law, (as revised) of the Cayman Islands, as amended, supplemented or otherwise modified from time to time

• “Company”

• Yadea Group Holdings Ltd. (雅迪集團控股有限公司), a limited liability company incorporated in the Cayman Islands on 17 July 2014, with its Shares listed on the main board of the Stock Exchange

• “Controlling Shareholders”

• has the meaning ascribed to it in the Listing Rules and unless the context otherwise requires, refers to Mr. Dong Jinggui, Ms. Qian Jinghong, Dai Wei Investment Company Limited and Fang Yuan Investment Company Limited

• “Director(s)”

• the director(s) of the Company

• “Group”

• the Company and its subsidiaries

• “HKD”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “Issue Mandate”

• a general unconditional mandate to be granted to the Directors at the Annual General Meeting to allot, issue and deal in Shares of up to 20% of the number of the issued Shares as at the date of passing of the relevant resolution granting such mandate

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DEFINITIONS

• “Latest Practicable Date”

• 20 April 2017, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

• “Listing Date” 19 May 2016, the date on which dealings in the Shares first commenced on the Stock Exchange

• “Listing Rules”

• the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

• “PRC”

• the People’s Republic of China, and for the purpose of this circular, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “Repurchase Mandate”

• a general unconditional mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase such number of Shares of up to 10% of the number of the issued Shares as at the date of passing of the relevant resolution granting such mandate

• “SFO”

• the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended or supplemented from time to time

• “Share(s)”

• ordinary share(s) of nominal value of US$0.00001 each in the capital of the Company

• “Shareholder(s)” the holder(s) of the Share(s)

• “Stock Exchange”

• the Stock Exchange of Hong Kong Limited

• “substantial shareholder(s)”

• has the same meaning ascribed to it under the Listing Rules

• “Takeovers Code”

• the Code on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong, as amended from time to time

• “US$” United States dollar, the lawful currency of the United States of America

• “%”

per cent

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LETTER FROM THE BOARD

Yadea Group Holdings Ltd. 雅迪集團控股有限公司

(incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 1585)

Executive Directors: Mr. Dong Jinggui (Chairman) Ms. Qian Jinghong Mr. Liu Yeming Mr. Shi Rui Mr. Shen Yu

Independent non-executive Directors: Mr. Li Zongwei Mr. Wu Biguang Mr. Yao Naisheng

Registered office: Clifton House 75 Fort Street Grand Cayman KY1-1108 Cayman Islands Head office and principal place of business in the PRC: Xishan Road Dacheng Industrial Zone Anzhen Town Xishan District Wuxi, Jiangsu Province China

Principal place of business in Hong Kong: 36/F, Tower Two Times Square 1 Matheson Street Causeway Bay Hong Kong 28 April 2017

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND RE-ELECTION OF RETIRING DIRECTORS AND DECLARATION OF A FINAL DIVIDEND AND NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide Shareholders with the notice of Annual General Meeting and information and to seek your approval in respect of, among other matters, the following resolutions to be put forward at the Annual General Meeting: (a)

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LETTER FROM THE BOARD

the ordinary resolutions granting to the Directors the lssue Mandate and the Repurchase Mandate and the extension of the Issue Mandate; (b) the ordinary resolutions for re-electing Directors; and (c) the declaration of a final dividend.

ISSUE MANDATE

In order to ensure flexibility and give discretion to the Directors in the event that it becomes desirable for the Company to issue any new Shares, an ordinary resolution will be proposed at the Annual General Meeting to grant a general mandate to the Directors to exercise all powers of the Company to allot, issue and deal with additional Shares of up to 20% of the number of the issued Shares as at the date of passing of such resolution in relation to the Issue Mandate.

As at the Latest Practicable Date, the number of issued Share was 3,000,000,000 Shares. Subject to the passing of the ordinary resolution and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the Annual General Meeting, the Company will be allowed to allot, issue and deal with addition Shares of up to 600,000,000 Shares, representing 20% of the number of the Shares in issue.

In addition, subject to a separate approval of the ordinary resolution numbered 5(C), the number of Shares repurchased by the Company under the proposed Repurchase Mandate will also be added to extend the 20% limit of the Issue Mandate provided that such additional number of the Shares shall not exceed 10% of the number of the issued Shares as at the date of passing the resolutions in relation to the Issue Mandate and the Repurchase Mandate.

REPURCHASE MANDATE

An ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise all powers of the Company to repurchase Shares representing up to 10% of the number of the issued Shares as at the date of passing of such resolution in relation to the Repurchase Mandate.

EXPLANATORY STATEMENT

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 112 of the Articles of Association, Mr. Dong Jinggui, Ms. Qian Jinghong, Mr. Liu Yeming, Mr. Shi Rui, Mr. Shen Yu, Mr. Li Zongwei, Mr. Wu Biguang and Mr. Yao Naisheng will retire and being eligible, offer themselves for re-election as the Directors at the Annual General Meeting.

Details of the above retiring Directors who are standing for re-election at the Annual General Meeting are set out in Appendix I to this circular.

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LETTER FROM THE BOARD

DECLARATION OF A FINAL DIVIDEND

The Board recommends the payment of a final dividend in respect of the year ended 31 December 2016 at 4.0 HK cents per Share (2015: Nil) which is subject to the approval from the Shareholders at the Annual General Meeting and is expected to be paid on Thursday, 29 June 2017 to the Shareholders whose names appear on the register of members of the Company on Thursday, 15 June 2017.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 16 to 21 of this circular is the notice convening the Annual General Meeting to consider and, if appropriate, to approve the ordinary resolutions in relation to, among others, the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate, the declaration of a final dividend and the re-election of the retiring Directors.

For determining eligibility to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Wednesday, 31 May 2017 to Tuesday, 6 June 2017, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfer of Shares, accompanied by the relevant share certificates, must be lodged with the Company’s Hong Kong share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, for registration not later than 4:30 p.m. on Monday, 29 May 2017.

FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.yadea.com.cn). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company’s Hong Kong share registrar, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time fixed for the holding of the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the Annual General Meeting if you so wish and in such event the form of proxy shall be deemed to be revoked.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any resolution put to the vote of the shareholders at a general meeting must be taken by poll except where the chairman of the general meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the notice of Annual General Meeting will be taken by way of poll.

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LETTER FROM THE BOARD

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote need not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

RECOMMENDATION

The Board considers that the grant of the Issue Mandate, the Repurchase Mandate, the extension of the Issue Mandate, the re-election of the retiring Directors and, the declaration of a final dividend are in the best interests of the Company and the Shareholders. Accordingly, the Board recommends the Shareholders to vote in favour of all the relevant resolutions to be proposed at the Annual General Meeting.

ADDITIONAL INFORMATION

Your attention is also drawn to Appendices I and II of this circular.

RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other facts the omission of which would make any statement herein misleading.

Yours faithfully By order of the Board Yadea Group Holdings Ltd. Dong Jinggui Chairman

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APPENDIX I

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors who will retire, and being eligible, offer themselves for re-election at the Annual General Meeting pursuant to the Articles of Association.

As at the Latest Practicable Date, each of the following Directors, save as disclosed herein:

• (i) did not have any interest in the Shares within the meaning of Part XV of the SFO.

• (ii) did not any other position within the Company or any other member of the Group, nor has any directorships in other listed companies in the past three years.

• (iii) did not have any relationship with any other Directors, senior management, substantial Shareholders or Controlling Shareholders of the Company.

Save as disclosed herein, there is no other information relating to the following Directors that is required to be disclosed pursuant to 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 respect of the re-election of the following Directors.

DIRECTORS CANDIDATES:

Executive Directors

Mr. Dong Jinggui (董經貴) , aged 48, the spouse of Ms. Qian Jinghong who is also an executive Director, is the co-founder of the Group and the Chairman of the Board. Mr. Dong has been the Director since 17 July 2014 and was re-designated as the executive Director on 19 January 2015. Mr. Dong is currently a director of Yadea Technology Group Co., Ltd. (“ Yadea Group ”), Jiangsu Yadea Technology Development Co., Ltd. (“ Jiangsu Yadea ”) and Jiangsu Xindi Technology Development Co., Ltd. and a supervisor of Tianjin Yadea Weiye Vehicle Co., Ltd. In addition to serving in the Group companies, Mr. Dong has been a director of Jiangsu Yadea Investment Co., Ltd. (江蘇雅迪投資有限公司) since June 2014. Mr. Dong has approximately 19 years of experience in the electric two-wheeled vehicle industry. Mr. Dong began tapping into the electric two-wheeled vehicle industry in 1997 when he began the preparation of the establishment of Jiangsu Yadea with Ms. Qian Jinghong. In order to expand his networks and acquire the latest industry knowledge and resources, Mr. Dong also frequently attended industry related seminars and conferences. Prior to 1997, Mr. Dong was employed for six years at a motorcycle factory where he acquired relevant industry knowledge and experience.

In December 2008, Mr. Dong was named the “Pride of Sushang — the Most Respected Entrepreneur in Jiangsu in the 30 Years of Reform and Opening up (改革開放30 年，「蘇商驕傲」— 江蘇最受尊敬企業家)” by Nanjing University Business School (南京大 學商學院), the Institute of Economics of Jiangsu Provincial Academy of Social Sciences (江 蘇省社會科學院經濟研究所) and Quality “Sushang” Magazine (精品《蘇商》雜誌社). In July 2013, Mr. Dong was recognized as an outstanding leader in quality management group activities in the national light industry (全國輕工業品質管制小組活動卓越領導者) by the

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APPENDIX I

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Light Industry Branch of the China Association for Quality (中國質量協會輕工分會). Mr. Dong has been the vice president of the Jiangsu Bicycle and Electric Bicycle Association (江蘇省自行車電動車協會) since July 2013. Mr. Dong is currently a student in the Executive Master of Business Administration Program jointly offered by the Harbin Institute of Technology and the ASIA Pacific Institute of Management China. Mr. Dong is the husband of Ms. Qian Jinghong, the vice Chairman of the Board and an executive Director.

As at the Latest Practicable Date, Mr. Dong holds the entire issued share capital of Dai Wei Investment Company Limited (“ Dai Wei ”). By virtue of Part XV of the SFO, Mr. Dong is deemed to be interested in the Shares held by Dai Wei, which in turn owns 1,399,398,084 Shares. Mr. Dong also had deemed interest of 592,612,859 Shares through Ms. Qian Jinghong, the spouse of Mr. Dong pursuant to the SFO.

Mr. Dong entered into a service contract with the Company on 22 April 2016 for a term of three years commencing from 19 May 2016 (the “ Listing Date ”). Mr. Dong is entitled to receive an annual remuneration of RMB600,400 and social security and provident fund of RMB13,843 in 2016. The amount of emoluments is determined by the Board with reference to his experience, duties, responsibilities and the Company’s policy.

Ms. Qian Jinghong (錢靜紅) , aged 45, the spouse of Mr. Dong Jinggui who is also an executive Director, is the co-founder of the Group and the vice Chairman of the Board. Ms. Qian has been the Director since 17 July 2014 and was re-designated as the executive Director on 19 January 2015. Ms. Qian is currently a director of Wuxi Yadea Import and Export Co., Ltd. and a supervisor of Yadea Group and Tianjin Yadea Industry Co., Ltd. Ms. Qian has approximately 19 years of experience in the electric two-wheeled vehicle industry. Ms. Qian began tapping into the electric two-wheeled vehicle industry in 1997 when she began the preparation of the establishment of Jiangsu Yadea with Mr. Dong. In order to expand her networks and acquire the latest industry knowledge and resources, Ms. Qian also frequently attended industry related seminars and conferences. Prior to 1997, Ms. Qian was employed for four years at a motorcycle factory where she acquired relevant industry knowledge and experience.

Currently, Ms. Qian also serves as the vice president of the Junior Chamber of Commerce of Xishan District (錫山區青商會). Ms. Qian received the Certificate of Accounting Professional from the Finance Bureau of Xishan, Wuxi (無錫市錫山區財政局) in September 2000. Ms. Qian is currently a student in the Executive Master of Business Administration Program jointly offered by the Harbin Institute of Technology and the ASIA Pacific Institute of Management China. Ms. Qian is the wife of Mr. Dong the Chairman of the Board and an executive Director.

As at the Latest Practicable Date, Ms. Qian holds the entire issued share capital of Fang Yuan Investment Company Limited (“ Fang Yuan ”). By virtue of Part XV of the SFO, Ms. Qian is deemed to be interested in the Shares held by Fang Yuan, which in turn owns 592,612,859 Shares. Ms. Qian also had deemed interest of 1,399,398,084 Shares through Mr. Dong, the spouse of Ms. Qian pursuant to SFO.

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APPENDIX I

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Ms. Qian entered into a service contract with the Company on 22 April 2016 for a term of three years commencing from the Listing Date. Ms. Qian is entitled to receive an annual remuneration of RMB600,400 and social security and provident fund of RMB48,827 in 2016. The amount of emoluments is determined by the Board with reference to her experience, duties, responsibilities and the Company’s policy.

Mr. Liu Yeming (劉曄明) , aged 46, is the president and has been the Director since 10 December 2014. Mr. Liu was re-designated as the executive Director on 19 January 2015. Mr. Liu joined the Group in December 2013 and is responsible for the overall strategic planning and general management, as well as the external affairs of the Group.

Prior to joining the Group, Mr. Liu had held various positions in COFCO Corporation (formerly known as China Cereals, Oils and Foodstuffs Import and Export Corporation (中國糧油食品進出口總公司) until 1998, China Cereals, Oils and Foodstuffs Import and Export (Group) Co., Ltd. (中國糧油食品進出口（集團）有限公司) until 2004 and China Cereals, Oils and Foodstuffs (Group) Co., Ltd. (中國糧油食品（集團）有限公司) until 2007) from 1992 to 2013, including positions as a deputy general manager of COFCO (New York) Co., Ltd. (中糧（紐約）有限公司), a deputy general manager of the oil division of COFCO Corporation and a deputy general manager of Hangzhou CPMC Co., Ltd. (杭州中 糧包裝有限公司).

Mr. Liu graduated from Jiangnan University (江南大學) with a doctoral degree in Food Commerce and Culture in December 2011.

As at the Latest Practicable Date, Mr. Liu holds the entire issued share capital of Ke Ding International Company Limited (“ Ke Ding ”). By virtue of Part XV of the SFO, Mr. Liu is deemed to be interested in the Shares held by Ke Ding, which in turn owns 35,348,837 Shares.

Mr. Liu entered into a service contract with the Company on 22 April 2016 for a term of three years commencing from the Listing Date. Mr. Liu is entitled to receive an annual remuneration of RMB666,468 and social security and provident fund of RMB21,788 in 2016. The amount of emoluments is determined by the Board with reference to his experience, duties, responsibilities and the Company’s policy.

Mr. Shi Rui (石銳) , aged 40, is the chief financial officer and has been the Director since 10 December 2014. Mr. Shi was re-designated as the executive Director on 19 January 2015. Mr. Shi joined the Group in March 2014 and is responsible for the financial aspects of the Group.

Prior to joining the Group, Mr. Shi had held various positions at Beijing Zhongchang Accounting Firm (北京中昌會計師事務所) from January 2001 to June 2006 and from July 2008 to February 2014, including positions as a project manager, a division manager, a senior manager and a partner. In addition, Mr. Shi was a financial manager and consultant at Shenzhen Winscom Industrial Co., Ltd., Beijing Branch (深圳市維新康實業有限公司北京 分公司) between July 2006 and June 2008.

Mr. Shi became a registered member of the Chinese Institute of Certified Public Accountant in July 2003 and received his accountant qualification from the Ministry of Finance of the People’s Republic of China (中華人民共和國財政部) in September 2003. Mr. Shi graduated from Shaanxi University of Finance and Economics (陝西財經學院) with a tertiary qualification in International Accounting in June 1999.

As at the Latest Practicable Date, Mr. Shi did not have any interests in the Shares within the meaning of Part XV of the SFO.

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APPENDIX I

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

Mr. Shi entered into a service contract with the Company on 22 April 2016 for a term of three years commencing from the Listing Date. Mr. Shi is entitled to receive an annual remuneration of RMB550,000 and social security and provident fund of RMB13,843 in 2016. The amount of emoluments is determined by the Board with reference to his experience, duties, responsibilities and the Company’s policy.

Mr. Shen Yu (沈瑜) , aged 42, has been the Director since 10 December 2014 and was re-designated as the executive Director on 19 January 2015. Mr. Shen joined the Group in May 2005 and has since served as the assistant to the Chairman and supervisor of the president’s office. Mr. Shen is responsible for the administrative affairs of the Group, as well as assisting our Chairman and president in external affairs and public relations management. Mr. Shen is also a joint company secretary of the Company.

Prior to joining the Group, Mr. Shen was a deputy general manager of Wuxi Lianmei Public Relations Co., Ltd. (無錫聯美公關有限公司) from May 2001 to April 2005, a quality control engineer at Wuxi Murata Electronics Co., Ltd. (無錫村田電子有限公司) from October 2000 to May 2001, an electrical engineer at Wuxi Mining Machinery Plant (無錫礦 山機械廠) from January 1997 to October 2000 and an electrical engineer at Yizheng Huaxian Group Co., Ltd. (儀征化纖集團有限公司) from July 1995 to December 1996.

Mr. Shen graduated from Xi’an Jiaotong University (西安交通大學) with a tertiary qualification in Industrial Automation in July 1995 and graduated from Southeast University (東南大學) with a master’s degree in Business Administration in June 2013.

As at the Latest Practicable Date, Mr. Shen did not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Shen entered into a service contract with the Company on 22 April 2016 for a term of three years commencing from the Listing Date. Mr. Shen is entitled to receive an annual remuneration of RMB400,000 and social security and provident fund of RMB13,843 in 2016. The amount of emoluments is determined by the Board with reference to his experience, duties, responsibilities and the Company’s policy.

Independent Non-executive Directors

Mr. Wu Biguang (吳邲光) , aged 60, was appointed as the independent non-executive Director on 10 December 2014. Mr. Wu is responsible for supervising and providing independent judgment to the Board.

In addition to serving as an independent non-executive Director, Mr. Wu is currently the head of the Faculty of Law, the first level academic leader of the master’s program and the professor-in-charge of the master’s program in Criminal Law at the College of Humanities and Law of the North China University of Technology (北方工業大 學文法學院), where he has been teaching since May 1989. Mr. Wu is also a committee member of the Professional Advisory Committee of the District People’s Court of Shijingshan District, Beijing (北京市石景山區人民法院專家諮詢委員會委員) and a committee member of the Government Administration Review Committee of Shijingshan District (石景山區政府行政復議委員會委員). Mr. Wu is a part-time legal practitioner as certified by the Bureau of Justice of Beijing (北京市司法局) in December 2009.

Previously, Mr. Wu served as an independent non-executive Director of Inner Mongolia Yili Industrial Group Co., Ltd. (蒙古伊利實業集團股份有限公司) (Shanghai Stock Exchange stock code: 600887) between October 2004 and May 2011, where he had been a

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APPENDIX I

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

member of the remuneration committee, nomination committee and strategy committee. Mr. Wu was a professor at the School of Law of Zhengzhou University (鄭州大學法學院) between July 1984 and May 1989.

Mr. Wu was recognized as an “Outstanding Teacher in Beijing (北京市優秀教師)” by the Education Commission of Beijing Municipal Committee of the Communist Party of China (中國共產黨北京市委員會教育工作委員會), Beijing Municipal Commission of Education (北京市教育委員會), Human Resources and Social Security Bureau of Beijing Municipality (北京市人事局), Finance Bureau of Beijing Municipality (北京市財政局), Labor Bureau of Beijing Municipality (北京市勞動局) and Trade Union on Education of China, Beijing Committee (中國教育工會北京市委員會) in 1997. Mr. Wu graduated from China University of Political Science and Law (中國政法大學) with a bachelor’s degree in Law in July 1984 and from Peking University (北京大學) with a master’s degree in Criminal Law in July 1996.

As at the Latest Practicable Date, Mr. Wu did not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Wu signed a letter of appointment with the Company on 22 April 2016 for a term of three years commencing from the Listing Date. Mr. Wu is entitled to receive an annual remuneration of HKD300,000. The amount of emoluments is determined by the Board with reference to his experience, duties, responsibilities and the Company’s policy.

Mr. Li Zongwei (李宗煒) , aged 45, was appointed as the independent non-executive Director on 18 January 2015. Mr. Li is responsible for supervising and providing independent judgment to the Board.

In addition to serving as an independent non-executive Director, Mr. Li is currently the chief strategic officer of Yingli Green Energy Holding Company Limited (New York Stock Exchange stock code: YGE), where he was the chief financial officer between November 2006 and May 2009, an executive director and the chief financial officer between May 2009 and May 2014 and an executive director and the chief strategic officer between May 2014 and November 2014. Mr. Li is also the president of Shanghai Sailing Huili Asset Management Co., Ltd. (上海賽領暉力資產管理有限公司) and an independent non-executive director and the chairman of the auditing committee of Youku Tudou Inc. (New York Stock Exchange stock code: YOKU). Mr. Li was a senior auditing manager of PricewaterhouseCoopers between April 1995 and October 2006.

Mr. Li was consecutively listed as one of the “Forty Business Elites in China Under the Age of 40 (中國40位40歲以下的商界精英)” by Fortune China from 2011 to 2013. Mr. Li became a non-practicing member of the Shanghai Institute of Certified Public Accountants in December 2009 and was admitted as a fellow chartered chief financial officer by the International Association of Education in August 2010.

Mr. Li graduated from Shanghai Institute of Technology (上海應用技術學院) with a bachelor’s degree in Mechanical Engineering in July 1993 and from Washington University in Saint Louis with a master’s degree in Business Administration in December 2006.

As at the Latest Practicable Date, Mr. Li did not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Li signed a letter of appointment with the Company on 22 April 2016 for a term of three years commencing from the Listing Date. Mr. Li is entitled to receive an annual

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APPENDIX I

DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

remuneration of HKD300,000. The amount of emoluments is determined by the Board with reference to his experience, duties, responsibilities and the Company’s policy.

Mr. Yao Naisheng (姚乃勝) , aged 45, was appointed as an independent non-executive Director on 28 August 2015. Mr. Yao is responsible for supervising and providing independent judgment to the Board.

In addition to serving as an independent non-executive Director, Mr. Yao is currently a vice president at JD.com. Previously, Mr. Yao was a senior investor at Hillhouse Capital Group between November 2009 and January 2011, an associate partner at International Business Machines Corporation (IBM) between April 2007 and October 2009, and a director at CertainTeed Corporation between July 2005 and March 2007.

Mr. Yao graduated from Tianjin University with a bachelor’s degree in Chemical Engineering in July 1993 and a master’s degree in Engineering in April 1996. Mr. Yao graduated from Yale University with a Doctor of Philosophy in May 2002.

As at the Latest Practicable Date, Mr. Yao did not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Yao signed a letter of appointment with the Company on 22 April 2016 for a term of three years commencing from the Listing Date. Mr. Yao is entitled to receive an annual remuneration of HKD300,000. The amount of emoluments is determined by the Board with reference to his experience, duties, responsibilities and the Company’s policy.

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APPENDIX II

EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide the Shareholders with all the information reasonably necessary to enable you to make an informed decision on whether to vote for or against the ordinary resolution to approve the Repurchase Mandate.

NUMBER OF ISSUED SHARES

As at the Latest Practicable Date, the number of the issued Shares was 3,000,000,000 Shares with nominal value of US$0.00001 each. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed under the Repurchase Mandate to repurchase up to a maximum of 300,000,000 Shares, representing 10% of the number of issued Shares as at the Latest Practicable Date during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the date on which such authority is revoked or varied by a resolution of the Shareholders in general meeting.

REASONS OF REPURCHASES

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

FUNDING OF REPURCHASES

Any repurchase of Shares by the Company will only be paid out of funds legally available for such purpose in accordance with the Articles of Association and the applicable laws and regulations of the Cayman Islands and the Listing Rules. The Company may not repurchase its own Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange from time to time.

There might be a material adverse impact on the working capital or gearing position of the Company as compared with the position disclosed in the audited financial statements of the Company for the year ended 31 December 2016 in the event that the Repurchase Mandate is to be exercised 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 circumstance, 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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APPENDIX II

EXPLANATORY STATEMENT

UNDERTAKING OF THE DIRECTORS

To the best of their knowledge, having made all reasonable enquiries, none of the Directors nor any of their close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company, if the Repurchase Mandate is approved by the Shareholders.

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

CONNECTED PERSONS

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

EFFECT OF TAKEOVERS CODE

If as a result of a repurchase of 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. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning of the Takeovers Code), depending on the level of increase of the Shareholder’s interest, 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, to the best knowledge and belief of the Directors, Mr. Dong Jinggui is deemed to be interested in 1,992,010,943 Shares held by Dai Wei Investment Company Limited (“ Dai Wei ”) and Ms. Qian Jinghong under the SFO, representing approximately 66.40% of the issued Shares. Ms. Qian Jinghong is deemed to be interested in 1,992,010,943 Shares held by Fang Yuan Investment Company Limited (“ Fang Yuan ”) and Mr. Dong Jinggui under the SFO, representing approximately 66.40% of the issued Shares. Pursuant to the 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 and the board of directors of the members of the Group. 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 arrangement. 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. In the event that the Directors should exercise in full the Repurchase Mandate, such interests will be increased to approximately 73.78% of the issued Shares.

In the opinion of the Directors, such increase would not give rise to any obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Accordingly, the Directors are not aware of any other consequences which arise under the Takeovers Code as a result of any repurchase of its Shares by the Company.

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APPENDIX II

EXPLANATORY STATEMENT

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued shares of the Company would be in public hands. The Directors do not propose to exercise the Repurchase Mandate to such an extent that will result in less than the prescribed minimum percentage of 25%.

SHARE REPURCHASE MADE BY THE COMPANY

The Company had not repurchased any Shares whether on the Stock Exchange or otherwise from the Listing Date to the Latest Practicable Date.

SHARE PRICES

Since the Listing Date of Company, the highest and lowest prices at which the Shares have been traded on the Stock Exchange from the Listing Date to the Latest Practicable Date were as follows:

Month	Highest prices	Lowest prices
	HK$	HK$
2016
May (from the Listing Date to 31 May)	1.85	1.28
June	1.47	1.18
July	1.74	1.32
August	1.83	1.63
September	1.78	1.49
October	1.75	1.53
November	2.00	1.62
December	1.80	1.59
2017
January	1.75	1.65
February	1.79	1.65
March	1.72	1.59
April (up to the Latest Practicable Date)	1.68	1.62

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NOTICE OF ANNUAL GENERAL MEETING

Yadea Group Holdings Ltd. 雅迪集團控股有限公司

(incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 1585)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the “ Annual General Meeting ”) of Yadea Group Holdings Ltd. (the “ Company ”) will be held at Falcon Room I, Basement, Gloucester Luk Kwok Hong Kong, 72 Gloucester Road, Wanchai, Hong Kong on Tuesday, 6 June 2017 at 9:30 a.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and auditors of the Company for the year ended 31 December 2016.

2. To declare a final dividend of 4.0 HK cents per Share for the year ended 31 December 2016.

3. (a) To re-elect the following retiring directors of the Company (the “ Directors ”) who are standing for re-election at the Annual General Meeting:

   • (i) Mr. Dong Jinggui as an executive Director;

   • (ii) Ms. Qian Jinghong as an executive Director;

   • (iii) Mr. Liu Yeming as an executive Director;

   • (iv) Mr. Shi Rui as an executive Director;

   • (v) Mr. Shen Yu as an executive Director;

   • (vi) Mr. Li Zongwei as an independent non-executive Director;

   • (vii) Mr. Wu Biguang as an independent non-executive Director; and

   • (viii) Mr. Yao Naisheng as an independent non-executive Director.

4. (b) To authorise the board of Directors (the “ Board ”) to fix the remuneration of the Directors.

5. To re-appoint Ernst & Young as auditor of the Company and to authorise the Board to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass (with or without modification) the following resolutions as ordinary resolutions:

2. (A) “ That:

   • (i) subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares of the Company (the “ Shares ”), and to make or grant offers, agreements and options (including bonds, warrants and debentures exchangeable for or convertible into Shares) and rights of exchange or conversion, which would or might require the exercise of such powers subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

   • (ii) the approval in paragraph (i) of this resolution shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including bonds, warrants and debentures exchangeable or convertible into Shares) and rights of exchange or conversion which may require the exercise of such power after the end of the Relevant Period;

   • (iii) the aggregate number of the Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) and issued by the Directors during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) or (ii) of this resolution, otherwise than pursuant to:

     • (1) a Rights Issue (as hereinafter defined);

     • (2) the grant or exercise of any option under any share option scheme of the Company (if applicable) or any other option, scheme or similar arrangements for the time being adopted for the grant or issue to the Directors, officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible participants specified thereunder of options to subscribe for Shares or rights to acquire Shares;

     • (3) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company; or

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NOTICE OF ANNUAL GENERAL MEETING

• (4) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any existing convertible notes issued by the Company or any existing securities of the Company which carry rights to subscribe for or are convertible into Shares,

shall not exceed the aggregate of:

• (a) 20% of the number of the Shares in issue as at the date of passing this resolution 5(A); and

• (b) (if the Board is so authorised by resolution 5(C)) the number of the Shares repurchased by the Company subsequent to the passing of resolution 5(B) (up to a maximum equivalent to 10% of the number of the issued Shares as at the date of passing resolution 5(B)),

and the said approval shall be limited accordingly; and

• (iv) for the purpose of this resolution:

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

  • (1) the conclusion of the next annual general meeting of the Company;

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

  • (3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

• (b) “Rights Issue” means an offer of Shares, or an offer or issue of warrants, options or other securities which carry a right to subscribe for Shares, open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their holdings of Shares as at that date (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, or

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NOTICE OF ANNUAL GENERAL MEETING

the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction or any recognised regulatory body or any stock exchange in any territory applicable to the Company).”

• (B) “ That:

• (i) subject to paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the “Stock Exchange” ) or on any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with all applicable laws and/or the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, or those of any other recognised stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;

• (ii) the aggregate number of the Shares, which may be repurchased by the Company pursuant to the approval in paragraph (i) of this resolution shall not exceed 10% of the aggregate number of the Shares in issue as at the date of passing of this resolution, and the said approval shall be limited accordingly;

• (iii) for the purpose of this Resolution:

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

• (a) the conclusion of the next annual general meeting of the Company;

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

• (c) the revocation or variation of the authority given under this resolution by ordinary resolution of the shareholders of the Company in general meeting.”

• (C) “ That conditional upon resolutions 5(A) and 5(B) above being passed, the unconditional general mandate granted to the Directors to allot, issue and deal with additional shares and to make or grant offers, agreements, and options which might require the exercise of such

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NOTICE OF ANNUAL GENERAL MEETING

powers pursuant to resolution 5(A) above be and is hereby extended by the additional thereto of an amount representing the aggregate number of the Shares repurchased by the Company under the authority granted pursuant to resolution 5(B) above, provided that such number of the Shares shall not exceed 10% of the aggregate number of the Shares in issue as at the date of passing the resolution.”

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

Hong Kong, 28 April 2017

Registered office: Head office and principal place of Principal place of business Clifton House business in the PRC: in Hong Kong: 75 Fort Street Xishan Road 36/F, Tower Two, Grand Cayman KY1-1108 Dacheng Industrial Zone Times Square Cayman Islands Anzhen Town 1 Matheson Street Xishan District Causeway Bay Wuxi, Jiangsu Province Hong Kong China

Notes:

• (i) A shareholder entitled to attend and vote at the Annual General Meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A proxy need not be a shareholder of the Company.

• (ii) In the case of joint holders of any Share, any one of such persons may vote at the Annual General Meeting, either personally or by proxy, in respect of such Share as if he/she were solely entitled thereto. However, if more than one of such joint holders be present at the Annual General Meeting personally or by proxy, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such Share shall alone be entitled to vote in respect thereof.

• (iii) In order to be valid, a form of proxy must be completed, signed and returned to the Hong Kong share registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude the shareholders from attending and voting in person at the Annual General Meeting (or any adjourned meeting thereof) if you so wish.

• (iv) The register of members of the Company will be closed from Wednesday, 31 May 2017 to Tuesday, 6 June 2017, both days inclusive, to determine the entitlement of the shareholders of the Company to attend and vote at the Annual General Meeting, during which period no Share transfers can be registered. All transfers accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 29 May 2017.

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NOTICE OF ANNUAL GENERAL MEETING

• (v) The register of members of the Company will be closed from Tuesday, 13 June 2017 to Thursday, 15 June 2017, to determine the entitlement of the shareholders of the Company to receive final dividend, during which period no Share transfers can be registered. All transfers accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 4:30 p.m. on Monday, 12 June 2017.

As at the date of this notice, Mr. Dong Jinggui, Ms. Qian Jinghong, Mr.Liu Yeming, Mr. Shi Rui and Mr. Shen Yu are the executive Directors; and Mr. Li Zongwei, Mr. Wu Biguang and Mr. Yao Naisheng are the independent non-executive Directors.

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