Yida China Holdings Limited — Proxy Solicitation & Information Statement 2015

Apr 29, 2015

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YIDA CHINA HOLDINGS LIMITED 億達中國控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3639)

FORM OF PROXY FOR THE ANNUAL GENERAL MEETING TO BE HELD ON WEDNESDAY, 10 JUNE 2015

I/We (Name)

(Block capitals, please) of (Address) being the holder(s) of (see Note 1) shares of US$0.01 each of Yida China Holdings Limited (the “Company”) hereby appoint (Name) of (Address) or failing him/her (Name) of (Address) or failing him/her, the chairman of the meeting (see Note 2) as my/our proxy to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held at Queensway & Victoria Room, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Wednesday, 10 June 2015 at 2 p.m., and at any adjournment thereof or on any resolution or motion which is proposed thereat. My/our proxy is authorised and instructed to vote as indicated (see Note 3) in respect of the undermentioned resolutions:

	Ordinary Resolutions		For	(see Note 3)	Against	(see Note 3)
	1.To receive, consider and adopt the audited consolidated fnancial statements of
	the Company and the reports of the directors (the “Directors”) and auditors of the
	Company (the “Auditors”)for theyear ended 31 December 2014.
	2.To declare a fnal dividend of RMB13.2 cents per share of the Company for the year
	ended 31 December 2014.
	3.To re-elect the following persons as Directors:
	(a)Mr. Sun Yinhuan as executive Director
	(b)Mr. Sun Yinfengas executive Director
	(c)Mr. Sun Yanshengas executive Director
	(d)Mr. JiangXiuwen as executive Director
	(e)Mr. Gao Wei as executive Director
	(f)Mr. Wen Hongyu as executive Director
	(g)Mr. IpYuk Chi Eddie as independent non-executive Director
	(h)Mr. YipWai Mingas independent non-executive Director
	(i)Mr. Guo Shaomu as independent non-executive Director
	4.To authorise the board of Directors to fx the remuneration of the Directors.
	5.To re-appoint Ernst & Young as Auditors and authorise the board of Directors	to fx
	their remuneration.
	6.To grant a general mandate to the Directors to allot, issue and deal with shares	of the
	Company not exceeding 20% of the total number of shares of the Company in issue
	as at the date ofpassingthis resolution.
	7.To grant a general mandate to the Directors to buy back shares of the Company not
	exceeding 10% of the total number of shares of the Company in issue as at the date
	ofpassingthis resolution.
	8.To extend the general mandate granted under resolution no. 6 by adding the shares
	bought backpursuant to thegeneral mandategranted byresolution no. 7.
Dated thisday of, 2015		Signature(s)			(see Note 5)

Notes:

1. Please insert the number of shares registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

2. A member may appoint more than one proxy of his/her own choice. If such an appointment is made, strike out the words “the chairman of the meeting”, and insert the name(s) of the person(s) appointed as proxy in space provided. Any alteration made to this form of proxy must be initialled by the person who signs it.

3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTION, PLEASE TICK THE BOX MARKED “For”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTION, PLEASE TICK THE BOX MARKED “Against”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the meeting other than those referred to in the notice convening the meeting.

4. If the appointor is a corporation, this form must be under common seal or under the hand of an officer, attorney, or other person duly authorised on that behalf. 5. In the case of joint holders, the signature of any one holder will be sufficient but the names of all the joint holders should be stated. Where there are joint holders of any share of the Company, any one of such joint holders may vote at the meeting, 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 be present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register in respect of such share shall alone be entitled to vote in respect thereof.

5. To be valid, this form of proxy must be completed, signed and deposited at the Company’s share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, 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 certified copy thereof), not less than 48 hours before the time for holding the meeting. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting (or any adjourned meeting thereof) if they so wish.

6. Any member entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting of the Company. A proxy need not be a shareholder of the Company.