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Yida China Holdings Limited Proxy Solicitation & Information Statement 2021

Apr 29, 2021

50853_rns_2021-04-29_4bc788c9-0f6c-4166-b820-f5adfd9ea3d5.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of Yida China Holdings Limited (the “ Company ”) will be held at Boardroom, Level 10, Yida Square, No. 93 Dongbei Road, Shahekou District, Dalian, Liaoning Province, PRC on Tuesday, 1 June 2021 at 10:30 a.m. for the purpose of considering and, if thought fit, passing with or without modifying the following resolution as ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT

  • (a) the extension agreement for the principal amount of RMB230,000,000 (the “ First Tranche Loan ”) dated 11 March 2021 (as supplemented on 31 March 2021) (the “ Third Extension Agreement ”) entered into between (i) Dalian Shengyue Property Development Company Limited (大連聖躍房地產開發有限公司) (a wholly-owned subsidiary of the Company) as borrower (the “ Borrower ”), and (ii) Shanghai Jiayu Medical Investment Management Co., Ltd. (上海嘉愈醫療投 資管理有限公司) as lender (the “ Lender ”), pursuant to which the Lender and the Borrower agreed to further extend the repayment date of the First Tranche Loan under the loan agreement dated 3 December 2019 (the “ Loan Agreement ”) between the Lender and the Borrower to 31 October 2021 and the revision of the principal amount of the First Tranche Loan taking into account the interest element as set out in the circular of the Company dated 30 April 2021, with other terms contained in the Loan Agreement, the pledge agreement dated 3 December 2019 (the “ Pledge Agreement ”) and the guarantee agreement dated 3 December 2019 (the “ Guarantee Agreement ”) shall remain unchanged (copies of the (i) Third Extension Agreement marked “A”; (ii) the Loan Agreement marked “B”; (iii) the Pledge Agreement marked “C”; and (iv) the Guarantee Agreement marked “D” ), each signed by the chairman of the meeting for identification purpose, have been produced in the meeting), be and is hereby approved, confirmed and ratified; and

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  • (b) the directors of the Company (the “ Directors ”) be and are hereby authorised to do all such acts and things and to sign and execute all such other documents or instrument for and on behalf of the Company (including the affixation of the common seal of the Company where required) as he or she may consider necessary, appropriate, expedient or desirable in connection with, or to give effect to, the Third Extension Agreement and to implement the transactions contemplated thereunder (the “ Transactions ”) and to agree to such variations, amendments or waivers of matters relating thereto that are of administrative nature and ancillary to the implementation of the Transactions or incidental to the Transactions.”

By order of the Board Yida China Holdings Limited Jiang Xiuwen Chairman and Chief Executive Officer

Hong Kong, 30 April 2021

Notes:

  • (i) A member of the Company entitled to attend and vote at the EGM convened by the above notice is entitled to appoint one or if he/she is the holder of two or more shares, more than one proxy to attend and, subject to the provisions of the memorandum of association and articles of association of the Company, to vote on his/her behalf. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

  • (ii) In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the office of the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the meeting or adjourned meeting. Completion and return of the form of proxy will not preclude a member of the Company from attending and voting in person at the EGM or any adjournment thereof, should he/she so wish.

  • (iii) Completion and return of an instrument appointing a proxy will not preclude a member of the Company from attending and voting in person at the meeting and/or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  • (iv) For determining the entitlement to attend and vote at the above meeting, the transfer books and register of members will be closed from Friday, 28 May 2021 to Tuesday, 1 June 2021, both days inclusive, during which period no share transfers can be registered. In order to be eligible to attend and vote at the above meeting, unregistered holders of shares of the Company should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company’s Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Thursday, 27 May 2021.

  • (v) As required under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the above resolution will be decided by way of poll.

As at the date of this notice, the executive Director is Mr. Jiang Xiuwen, the non-executive Directors of the Company are Mr. Wang Gang, Mr. Zhang Xiufeng, Mr. Cheng Xuezhi and Mr. Ni Jie and the independent non-executive Directors are Mr. Yip Wai Ming, Mr. Guo Shaomu, Mr. Wang Yinping and Mr. Han Gensheng.

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