Yusei Holdings Limited — Proxy Solicitation & Information Statement 2018

May 24, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect about this circular, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitors, professional accountant or other professional adviser.

If you have sold or transferred all your Shares in YUSEI HOLDINGS LIMITED, you should at once hand this circular and proxy form enclosed with this circular to the purchaser or transferee or to the bank or 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.

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YUSEI HOLDINGS LIMITED 友成控股有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 96)

PROPOSED ISSUE OF BONUS SHARES, GENERAL MANDATES TO ISSUE SHARES, RE-ELECTION OF DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Yusei Holdings Limited to be held at Lin Gang Industrial Zone, Henggengton Village, Guali Town, Xiaoshan District, Hangzhou City, Zhejiang, China on 23 June 2018, Saturday, at 3:00 p.m. is set out on pages 13 to 17 of this circular.

Whether or not you are able to attend the annual general meeting, please complete the accompanying form of proxy in accordance with the instructions printed on the form and return it to the office of the branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding the annual general meeting or any adjournment of that meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the annual general meeting or any adjournment of that meeting should you so wish.

• For identification purpose only

24 May 2018

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1-3
EXPECTED TIMETABLE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5-12
APPENDIX I — NOTICE OF ANNUAL GENERAL MEETING . . . . . . .	13-17
APPENDIX II — BIOGRAPHICAL DETAILS OF RETIRING
DIRECTORS FOR RE-ELECTION . . . . . . . . . . . . . . .	18-19

– i –

DEFINITIONS

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

• “AGM”

• the annual general meeting of the Company to be held at Lin Gang Industrial Zone, Henggengton Village, Guali Town, Xiaoshan District, Hangzhou City, Zhejiang, China, on 23 June 2018, Saturday, at 3:00 p.m. for the purpose of considering and, if thought fit, approving the resolutions proposed in the AGM Notice

• “AGM Notice”

• the notice dated 24 May 2018 for convening the AGM and included in this circular

• “Articles”

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

• “Board”

• the board of Directors (including independent non-executive Directors)

• “Bonus Issue”

• the proposed allotment and issue of Bonus Shares on the basis of one Bonus Share for every five existing Shares held by the Qualifying Shareholders

• “Bonus Shares”

• the Shares proposed to be issued under the Bonus Issue

• “CCASS”

• the Central Clearing and Settlement System established and operated by HKSCC

• “Company”

• Yusei Holdings Limited, a limited company incorporated in the Cayman Islands, the Shares of which are listed on Stock Exchange (Stock Code: 96)

• “Director(s)”

• the director(s) of the Company

• “General Mandate”

• a general mandate to the Directors to allot and issue Shares with an aggregate nominal value not exceeding 20% of the aggregate nominal value of the issued share capital of the Company as at the date of approval of the mandate

– 1 –

DEFINITIONS

• “Group”

• the Company and its subsidiaries

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “HKSCC” Hong Kong Securities Clearing Company Limited

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Latest Practicable Date”

• 21 May 2018, being the latest practicable date prior to the printing of this circular for the purpose of ascertaining certain information contained in this circular

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

• “Non-Qualifying Overseas Shareholder(s)”

• those Overseas Shareholder(s) whom the Directors, after making relevant enquiries, consider necessary or expedient to be excluded from the Bonus Issue on account either of the legal restrictions under the laws of the relevant place or the requirements of the relevant regulatory body or stock exchange in that place

• “Overseas Shareholder(s)” holder(s) of Shares whose addresses as shown on the register of members of the Company on the Record Date are outside Hong Kong

• “PRC”

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

• “Qualifying Shareholder(s)”

• the Shareholder(s) whose name(s) appear on the register of members of the Company at the close of business on the Record Date, other than the Non-Qualifying Overseas Shareholder(s)

• “Record Date”

• close of business on 4 July 2018, Wednesday, being the record date for determination of entitlements to the Bonus Issue and final dividend

• “Share(s)”

• ordinary share(s) with a nominal value of HK$0.01 each in the share capital of the Company

– 2 –

DEFINITIONS

“Shareholder(s)” holder(s) of the Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent.

– 3 –

EXPECTED TIMETABLE

The expected timetable for the AGM, final dividend and Bonus Issue is set out below:

Despatch of AGM circular and the AGM Notice . . . . . . . . . . . . . . 24 May 2018, Thursday
Latest time for lodging transfer documents for entitlements to
to attend and vote at the AGM . . . . . . . . . . . . . . . . . . . . 4:30 p.m., 15 June 2018, Friday
Closure of Register of Members for determination
of entitlement to attend and vote at the AGM . . . . . . . From 19 June 2018, Tuesday to
23 June 2018, Saturday
(both days inclusive)
Latest time for lodging proxy forms for the AGM . . . . 4:00 p.m., 21 June 2018, Thursday
AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3:00 p.m., 23 June 2018, Saturday
Announcement of voting results of the AGM . . . . . . . . . . . . . . . . . 24 June 2018, Sunday
Last day of dealings in Shares cum-entitlements
to the final dividend and the Bonus Shares . . . . . . . . . . . . . . . . 25 June 2018, Monday
First day of dealings in Shares ex-entitlements
to the final dividend and the Bonus Shares . . . . . . . . . . . . . . . . 26 June 2018, Tuesday
Latest time for lodging transfer documents
for entitlements to the final dividend and
the Bonus Shares . . . . . . . . . . . . . . . . . . . . . . . . . . 4:30 p.m., 27 June 2018, Wednesday
Closure of Register of Members . . . . . . . . . . . . . . . . . . . From 28 June 2018, Thursday to
4 July 2018, Wednesday
(both days inclusive)
Record Date for determination of entitlements to
the final dividend and the Bonus Shares . . . . . . . . . . . . . . . . . 4 July 2018, Wednesday
Expected date of despatch of
certificates for Bonus Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 July 2018, Monday
First date of dealing in Bonus Shares . . . . . . . . . . . . . . . 9:00 a.m., 10 July 2018, Tuesday
Expected date of despatch of dividend cheque . . . . . . . . . . . . . 25 July 2018, Wednesday

Note: All times refer to Hong Kong local time in this circular.

Dates or deadlines specified in this circular are indicative only and may be varied by the Company. Any consequential changes to the expected timetable will be published or notified to the Shareholders as and when appropriate.

– 4 –

LETTER FROM THE BOARD

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YUSEI HOLDINGS LIMITED 友成控股有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 96)

Executive Directors: Mr. Xu Yong Mr. Manabu Shimabayashi

Non-executive Directors: Mr. Katsutoshi Masuda Mr. Toshimitsu Masuda

Independent Non-executive Directors: Mr. Lo Ka Wai Mr. Fan Xiaoping Mr. Hisaki Takabayashi

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

Headquarters, head office and principal place of business in the PRC: Lin Gang Industrial Zone, Henggengtou Village, Guali Town, Xiaoshau Distrist, Hangzhou City, Zhejiang The PRC

24 May 2018

To the Shareholders,

Dear Sir or Madam,

PROPOSED ISSUE OF BONUS SHARES, GENERAL MANDATES TO ISSUE SHARES, RE-ELECTION OF DIRECTORS, AND NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information regarding the following proposed resolutions to be put forward at the AGM for the Shareholders’ consideration and, if thought fit, approval of, among others:

• (a) the issue of Bonus Shares;

• For identification purpose only

– 5 –

LETTER FROM THE BOARD

• (b) the grant to the Directors of the General Mandate;

• (c) the re-election of retiring Directors; and

• (d) the declaration of final dividend.

2. PROPOSED ISSUE OF BONUS SHARES

The Directors propose a bonus issue of Shares, credited as fully paid by way of capitalisation of the Company’s share premium account, on the basis of one Bonus Share for every five existing Shares held by Qualifying Shareholders whose names appear on the register of members of the Company on the Record Date in proportion to their then holding of Shares. The terms and conditions of the Bonus Issue are set out below.

(a) Basis of Bonus Issue

Subject to the conditions as set out under the heading “Conditions of the Bonus Issue” below, the Bonus Shares will be issued and credited as fully paid on the basis of one Bonus Share for every five existing Shares held on the Record Date by the Qualifying Shareholders. On the basis of 404,800,000 Shares in issue as at the Latest Practicable Date, and assuming no further Shares will be allotted and issued or repurchased before the Record Date, it is anticipated that 80,960,000 Bonus Shares will be issued under the Bonus Issue. The Bonus Shares will be credited as fully paid by way of capitalisation of an approximate amount of HK$809,600 out of the Company’s reserves. Immediately after the completion of the Bonus Issue, there will be a total of 485,760,000 Shares in issue as enlarged by the Bonus Issue.

(b) Fractions of Bonus Shares

On the basis of one Bonus Share for every five existing Shares held on the Record Date by the Qualifying Shareholders, it is expected that there will not be any fractional entitlements arising from the Bonus Issue.

(c) Entitlement to Bonus Issue

The Bonus Shares will be issued to the Qualifying Shareholders.

Shareholders are reminded that in order to qualify for the Bonus Issue, they must ensure that all transfers accompanied by the relevant share certificate are lodged with the office of the branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shop 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong for registration not later than 4:30 p.m. on 27 June 2018, Wednesday.

The exact total number of Bonus Shares to be issued under the Bonus Issue will not be capable of determination until after the Record Date.

– 6 –

LETTER FROM THE BOARD

(d) Overseas Shareholders

As at the Latest Practicable Date, no Shareholders whose addresses as shown in the register of members of the Company are outside Hong Kong.

Should there be any Overseas Shareholders whose addresses as registered in the register of members of the Company on the Record Date are outside Hong Kong, the Board will seek further advice from foreign legal counsel pursuant to Rule 13.36(2)(a) of the Listing Rules as to the legal restrictions under the laws of the relevant overseas jurisdiction and the requirements of any relevant regulatory body or stock exchange for the issue of the Bonus Shares to those Overseas Shareholders. If, after seeking such advice from foreign legal counsel, the Board is of the opinion that it would be necessary or expedient, on account either of the legal restrictions under the laws of the relevant jurisdiction or any requirement of the relevant regulatory body or stock exchange in that jurisdiction, not to offer the Bonus Shares to that/those Overseas Shareholder(s), the Bonus Issue will not be extended to such Non-Qualifying Overseas Shareholder(s) and no Bonus Shares will be allotted to him/her/it/them.

Arrangements will be made for the Bonus Shares which would otherwise have been allotted to the Non-Qualifying Overseas Shareholder(s) to be sold in the market as soon as practicable after dealings in the Bonus Shares commence on the Stock Exchange, if a premium (net of expenses) can be obtained. The proceeds of each sale in excess of HK$100, less expenses, will be distributed by the Company to the relevant Non-Qualifying Overseas Shareholder(s) pro rata to their shareholdings in the Company on the Record Date in Hong Kong dollars and remittances therefore will be posted to them, at their own risk. The Company will retain individual amounts of less than HK$100 for the benefit of the Company. The details contained in this circular in relation to Bonus Issue is provided for the Non-Qualifying Shareholders for information only.

(e) Status of the Bonus Shares

The Bonus Shares will, subject to the Articles, rank equally in all respects with the existing Shares from their date of issue. Holders of the Bonus Shares will be entitled to receive all future dividends and distributions (if any) which are declared, made or paid after the date on which the Bonus Shares are allotted and issued, but will not be entitled for any dividend declared or recommended by the Company in respect of the financial year ended 31 December 2017.

– 7 –

LETTER FROM THE BOARD

(f) Conditions of the Bonus Issue

The Bonus Issue is conditional upon:

• (a) Shareholders approving Resolution 7 as set out in the AGM Notice;

• (b) the Listing Committee of the Stock Exchange granting the approval of listing of and permission to deal in the Bonus Shares; and

• (c) compliance with the relevant legal procedures and requirements (if any) under the applicable laws of the Cayman Islands and the Articles to effect the Bonus Issue.

An ordinary resolution as set out in Resolution 7 of the AGM Notice will be proposed at the AGM to approve the Bonus Issue. No Shareholder is required to abstain from voting on such resolution.

(g) Trading Arrangements

Application has been made to the Listing Committee of the Stock Exchange for listing of and permission to deal in the Bonus Shares. Subject to the granting of listing of and permission to deal on the Stock Exchange as well as in compliance with the stock admission requirements of HKSCC, the Bonus Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the date on which dealings in the Bonus Shares commence on the Stock Exchange or such other date as shall be determined by HKSCC. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time.

Subject to the conditions as set out in the paragraph headed “Conditions of the Bonus Issue” above, it is expected that (i) certificates for the Bonus Shares will be posted to Shareholders on 9 July 2018, Monday at their own risk, and (ii) the first day of dealing in the Bonus Shares will be on 10 July 2018, Tuesday.

No action is required to be taken by the Qualifying Shareholders to receive the certificates for the Bonus Shares as a result of the Bonus Issue. The Qualifying Shareholders will either receive the certificates for such Shares or where appropriate, investors holding Shares through CCASS participants will receive the Bonus Shares through their respective brokers or custodians who are CCASS clearing or custodian participants or through their CCASS Investors Participant stock account. You should seek the advice of your stockbroker or other professional adviser for details of those settlement arrangements and how such arrangements will affect your rights and interests.

The Shares are not listed or dealt in on any stock exchange other than the Stock Exchange. The Directors do not intend to apply for listing of or permission to deal in the Bonus Shares on any stock exchange other than the Stock Exchange.

– 8 –

LETTER FROM THE BOARD

(h) Reasons and Benefits for the Bonus Issue

In recognition of the continual support of the Shareholders and to encourage the Shareholders to continue to support the Company’s future development, the Board decided to propose the Bonus Issue.

The Board believes that the Bonus Issue will allow the Shareholders to enjoy a pro-rata increase in the number of Shares held by them in the Company without incurring any significant costs to them. Although the price per Share on an ex-entitlement basis is expected to reduce proportionately and the Bonus Issue is not expected to increase the Shareholders’ proportionate equity interests in the Company, the Bonus Issue will increase the number of Shares to be held by the Shareholders, which will afford them with more flexibility in managing their own investment portfolios such as giving them more convenience in disposing of a portion of the Shares and realising a cash return to meet the individual Shareholders’ financial needs.

The Board also believes that even if the price per Share on an ex-entitlement basis may be reduced proportionately, the Bonus Issue will not change the rights or the proportionate equity interest of the Shareholders in the Company.

In addition, the Company would like to increase the total number of the issued Shares of the Company in the market. The Bonus Issue will reduce the price of each Share and the trading price of per board lot, and hence the trading volume and the liquidity of the Shares on the market could be increased. Whilst it is arguable that the Bonus Issue may reduce the value of each Shareholder’s holding in the Company due to the transaction costs involved in the Bonus Issue, it is expected that the transaction costs will be minimal.

The Board has also considered alternative methods such as a sub-division of Shares to achieve the above purposes. Having considered the simple administrative procedures to be involved and comparatively low expenses to be incurred for the Bonus Issue, the Directors consider that the Bonus Issue is a more appropriate way of achieving the abovementioned purposes taking into account the interests of the Company and the Shareholders as a whole.

Shareholders are further advised to consult their professional advisers if they are in doubt about the advantages and disadvantages of the Bonus Issue.

– 9 –

LETTER FROM THE BOARD

3. GENERAL MANDATE

On 15 June 2017, resolution for the General Mandate was passed by the Shareholders and the General Mandate will lapse at the conclusion of the forthcoming AGM.

An ordinary resolution will be proposed at the AGM to approve the grant of the General Mandate. The new General Mandate, if granted, will allow the Directors to allot and issue further Shares with aggregate nominal value not exceeding 20% of the issued share capital of the Company as at the date of passing the relevant resolution.

As at the Latest Practicable Date, the Company had 404,800,000 fully paid-up Shares in issue. Subject to the passing of the resolution granting the General Mandate and on the basis that no further Shares will be allotted and issued or repurchased from the Latest Practicable Date to the date of the AGM, exercise in full of the General Mandate could result in new issue of 80,960,000 Shares. The Board is currently exploring various possibilities to raise fund for its future operation or expansion which may involve issuance of new Shares under the General Mandate.

4. RE-ELECTION OF DIRECTORS

In accordance with Articles 87 and 88 of the Articles of Association, Messrs Katsutoshi Masuda, Toshimitsu Masuda and Lo Ka Wai will retire by rotation and, being eligible, will offer themselves for reelection at the AGM.

Mr. Lo Ka Wai has served as independent non-executive Director more than 9 years and his re-election will be subject to separate ordinary resolution to be approved by the Shareholders. As an independent non-executive Director with in-depth understanding of the Company’s operations and business, Mr. Lo Ka Wai has expressed objective views and given independent guidance to the Company over the years, and he continues demonstrating a firm commitment to his role. The Board considers that the long service of Mr. Lo Ka Wai would not affect his exercise of independent judgment and is satisfied that Mr. Lo Ka Wai has the required character, integrity and experience to continue fulfilling the role of independent non-executive Director. The Board considers the re-election of Mr. Lo Ka Wai as independent non-executive Director is in the best interest of the Company and Shareholders as a whole.

At the AGM, ordinary resolutions will also be proposed to re-elect Messrs Katsutoshi Masuada, Toshimitsu Masuda and Lo Ka Wai as Directors in accordance with the Articles of Association. To enable Shareholders to make an informed decision on the re-election of these retiring Directors, the biographical details of the retiring Directors, as required under Chapter 13 of the Listing Rules, are set out in Appendix II to this circular for the information of Shareholders.

Subject to the Shareholders’ approval at the AGM, it is proposed that the term of office for each of the above Directors is 3 years commencing on the date immediately following the approval at the AGM.

– 10 –

LETTER FROM THE BOARD

The emolument to such Directors proposed to be re-elected is determined by the Board with reference to their respective duties and level of responsibilities in the Company and the prevailing market condition.

5. ANNUAL GENERAL MEETING

The AGM Notice is set out on pages 13 to 17 of this circular and a form of proxy for use at the AGM is enclosed with this circular.

Whether or not you are able to attend the AGM, please complete the accompanying form of proxy in accordance with the instructions printed on the form and return it to the office of the branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, as soon as possible and in any event not later than 48 hours before the time appointed for holding the AGM or any adjournment of that meeting. Completion and return of the form of proxy shall not preclude you from attending and voting at the AGM or any adjournment of that meeting should you so desire.

6. FINAL DIVIDEND

The Board has recommended the declaration of a final dividend of RMB1.98 cents per Share to be paid out of retained earnings account to the Shareholders whose names appear on the register of members of the Company on 4 July 2018, Wednesday. An ordinary resolution will be proposed at the AGM to declare the final dividend.

7. EXPECTED TIMETABLE

Expected Timetable for Entitlement to Attend and Vote at AGM

In order to qualify to attend and vote at the AGM, all transfers of Shares accompanied by the relevant share certificates must be lodged with the office of the branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, by no later than 4:30 p.m. on 15 June 2018, Friday.

The register of members of the Company will be closed from 19 June 2018, Tuesday to 23 June 2018, Saturday (both dates inclusive), for the purposes of determining the entitlements of the Shareholders to attend and vote at the AGM. No transfer of the Shares may be registered on those dates.

Expected Timetable for final dividend and Bonus Issue

The last day of dealings in Shares with entitlement to the proposed final dividend and Bonus Shares will be 25 June 2018, Monday. In order to qualify for the proposed final dividend and Bonus Shares, all transfers of Shares accompanied by the relevant share certificates must be lodged with the office of the branch share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong, by no later than 4:30 p.m. on 27 June 2018, Wednesday.

– 11 –

LETTER FROM THE BOARD

The register of members of the Company will be closed from 28 June 2018, Thursday to 4 July 2018, Wednesday, (both days inclusive), for the purposes of determining the entitlements of the Shareholders to the proposed final dividend and Bonus Shares after the passing of relevant resolutions. No transfer of the Shares may be registered on those dates.

Subject to the relevant resolutions being passed at the AGM, the share certificate of the Bonus Shares is expected to be despatched and the proposed final dividend will be payable on or about 9 July 2018, Monday and 25 July 2018 Wednesday, respectively, to Shareholders whose names appear on the register of members of the Company on 4 July 2018, Wednesday, and the first date of dealings in the Bonus Shares is expected to be 10 July 2018, Tuesday.

Dates or deadlines specified in this circular are indicative only and may be varied by the Company. Any consequential changes to the expected timetable above will be published or notified to the Shareholders in accordance with the Listing Rules.

8. VOTING BY POLL

In accordance with Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except where the Chairman of the AGM, in good faith, decides to allow a resolution which relates to purely a procedural or administrative matter to be voted on by a show of hands. Accordingly, save for purely procedural or administrative matters, the voting on all resolutions at the AGM will be conducted by a way of poll.

9. RECOMMENDATION

The Board believes that the resolutions proposed in the AGM Notice are in the best interests of the Company and the Shareholders as a whole. The Board recommends that the Shareholders vote in favour of all resolutions to be proposed at the AGM.

10. RESPONSIBILITY OF THE DIRECTORS

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 in this circular misleading.

Yours faithfully, By order of the Board Katsutoshi Masuda Chairman

– 12 –

APPENDIX I

NOTICE OF ANNUAL GENERAL MEETING

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YUSEI HOLDINGS LIMITED 友成控股有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 96)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY given that the Annual General Meeting of the Company will be held at Lin Gang Industrial Zone, Henggengtou Village, Guali Town, Xiaoshan District, Hangzhou City, Zhejiang, China on 23 June 2018 (Saturday) at 3:00 p.m. for the purposes of considering and, if thought fit, passing with or without modification the following resolutions as ordinary resolutions of the Company:

1. To receive and consider the audited consolidated financial statements and the reports of the Directors and Auditors for the year ended 31 December 2017.

2. To declare a final dividend of RMB1.98 cents per share.

3. (a) To re-elect Mr. Katsutoshi Masuda as the Company’s director.

4. (b) To re-elect Mr. Toshimitsu Masuda as the Company’s director.

5. (c) To authorise the board of directors to fix their remuneration.

6. To re-elect Mr. Lo Ka Wai (who has served as an independent non-executive director of the Company for more than 9 years) as an independent non-executive director of the Company and to authorise the Board to fix his remuneration.

7. To re-appoint SHINEWING (HK) CPA Limited, the auditors of the Company, and authorise the Directors to fix their remuneration.

8. “ THAT

9. (a) subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and otherwise deal with additional ordinary Shares or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares and to make or grant offers, agreements or options which might require the exercise of such powers, subject to and in accordance with all applicable laws, be and is hereby approved generally and unconditionally;

10. (b) the approval in paragraph (a) above shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements or options which might require the exercise of such powers after the end of the Relevant Period;

• For identification purpose only

– 13 –

APPENDIX I

NOTICE OF ANNUAL GENERAL MEETING

• (c) the aggregate nominal amount of share capital allotted and issued, or agreed conditionally or unconditionally to be allotted, issued or otherwise dealt with (whether pursuant to options or otherwise) by the Directors pursuant to the approval in paragraph (a) of this Resolution, otherwise than pursuant to:

• (i) a Rights Issue (as defined in paragraph (d) below); or

• (ii) the grant or exercise of any option under the share option scheme of the Company or similar arrangement for the time being adopted or to be adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries, of options to subscribe for, or rights to acquire Shares; or

• (iii) any scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company in force from time to time;

any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants issued by the Company or any securities which are convertible into Shares, shall not exceed the aggregate of:

• (i) 20 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of the passing of this Resolution; and

• (ii) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the nominal amount of any share capital of the Company repurchased by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this Resolution), and the authority pursuant to paragraph (a) of this Resolution shall be limited accordingly;

• (d) for the purpose of this Resolution:

“ Relevant 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;

– 14 –

APPENDIX I

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, the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands or any other applicable law of the Cayman Islands to be held; and

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

“ Rights Issue ” means the allotment, issue or grant of Shares pursuant to an offer of Shares, or offer or issue of warrants, options or other securities giving rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares on the register on a fixed record date in proportion to their then holdings of such Shares, subject to such exclusions 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 the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any relevant jurisdiction, or any recognized regulatory body or any stock exchange in any territory applicable to the Company.”

1. “ THAT , subject to and conditional upon (i) the Listing Committee of the Stock Exchange of Hong Kong Limited (the “Stock Exchange”) granting, or agreeing to grant the approval for the listing of, and permission to deal in, the Bonus Shares (as hereinafter defined); and (ii) compliance with the relevant legal procedures and requirements (if any) of the articles of association of the Company or any applicable laws of the Cayman Islands:

2. (a) upon the recommendation of the Directors, an approximate sum of HK$809,600 being the amount standing to the credit of the Company’s reserves be capitalised to give effect to the bonus issue of ordinary shares (“Shares”) of HK$0.01 each in the capital of the Company pursuant to this resolution, and accordingly any one or more Directors be and is/are hereby authorised and directed to apply such sum in paying up in full at par such number of new Shares in the capital of the Company (“Bonus Shares”), which shall be issued, allotted and distributed, credited as fully paid up, to and amongst those shareholders whose names appear on the register of members of the Company on the close of business on 4 July 2018, Wednesday (“Record Date”), (not being those shareholder(s) (the “Non-Qualifying Overseas Shareholder(s)”), whose address(es) as shown on the register of members of the Company on the Record Date to be outside the Hong Kong Special Administrative Region of the People’s Republic of China, to whom the board of Directors, after making enquiries, considers to be necessary or expedient on account either of legal restrictions under the laws of the relevant place or the requirements of the relevant body or stock exchange in that place not to extend the Bonus Issue) on the basis of one Bonus Share for every five existing issued Shares in the share

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APPENDIX I

NOTICE OF ANNUAL GENERAL MEETING

capital of the Company then held by them respectively on the Record Date provided the issue of Bonus Shares shall be subject to the articles of association of the Company and the Bonus Shares shall rank equally with the Shares then existing in all respects except that they will not rank for the proposed final dividend for the year ended 31 December 2017; and

• (b) the Directors be authorised to do all acts and things as may be necessary and expedient in connection with the allotment and issue of the Bonus Shares including, but not limited to, determining the Non-Qualifying Overseas Shareholder(s), the amount to be capitalised out of the Company’s reserves and the number of Bonus Shares to be issued, allotted and distributed in the manner referred to in paragraph (a) of this resolution.”

On behalf of the Board Katsutoshi Masuda Chairman

PRC, 24 May 2018

Notes:

• i. A member of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the articles and association of the Company, vote in his stead. A proxy need not be a member of the Company.

• ii. For the purpose of ascertaining shareholders’ right to attend and vote at the AGM of the Company, the registers of members of the Company will be closed from 19 June 2018 to 23 June 2018 (both days inclusive) during which period no transfer of shares will be effected. In order for a shareholder to be eligible to attend and vote at the AGM, all instrument of transfer must be lodged with Computershare Hong Kong Investor Services Limited, the Company’s Hong Kong branch share registrar and transfer office, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on 15 June 2018.

• iii. For the purpose of ascertaining shareholders’ entitlement to the proposed final dividends and the proposed bonus issue of Shares, the register of members of the Company will be closed from 28 June 2018 to 4 July 2018, both days inclusive, during which period no transfer of shares will be effected. In order to qualify for the proposed final dividends and the proposed bonus issue of Shares (subject to shareholders’ approval at the AGM), all instrument of transfer must be lodged with Computershare Hong Kong Investor Services Limited, the Company’s Hong Kong branch share registrar and transfer office, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, Hong Kong, not later than 4:30 p.m. on 27 June 2018.

• iv. To be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed or a certified copy of such power or authority must be deposited at the Company’s branch share registrar and transfer office in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not later than 48 hours before the time of the meeting or any adjourned meeting.

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APPENDIX I

NOTICE OF ANNUAL GENERAL MEETING

• v. Delivery of an instrument appointing a proxy should not preclude member from attending and voting in person at the above meeting or any adjournment thereof and in such event, the instrument appointing a proxy shall be deemed to be revoked.

• vi. 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/it were solely entitled thereto. 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.

• vii. The biographical details of Messrs Katsutoshi Masuda, Toshimitsu Masuda and Lo Ka Wai the Directors who offer themselves for re-election are provided in Appendix II of this circular.

• viii. The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.

• ix. Attendants should bear their own travelling, accommodation and other expenses.

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APPENDIX II

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS FOR RE-ELECTION

1. MR. KATSUTOSHI MASUDA (增田勝年先生), NON-EXECUTIVE DIRECTOR

Aged 73, is the chairman and a non-executive Director of the Company. Mr. Masuda was appointed as the chairman of the Company on 2 June 2005 and as a Director on 21 April 2005. Mr. Masuda has over 35 years of experience in mould fabrication and manufacturing. Mr. Masuda founded Yusei Machinery Corporation (“Yusei Japan”), the Company’s ultimate holding company in September 1969 and is currently also a director and shareholder of Yusei Japan and Conpri. Mr. Masuda is one of the founders of the Group in April 1992 and is responsible for the major strategy of the Group. Mr. Masuda is the father of Mr. Toshimitsu Masuda, one of the Company’s non-executive director.

Mr. Masuda entered into letter of appointment with the Company and is subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Masuda’s annual director fee is HK$1,000,000. Mr. Masuda, through corporate interest, holds 161,920,000 Shares in Company, representing 40% of the Company’s issued share capital. Save as disclosed above, Mr. Masuda does not have any interest in Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Masuda does not have any other relationships with any directors, senior management, substantial shareholders of the Company and has not held any other directorships in listed public companies in the last three years and there is no other information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

2. MR. TOSHIMITSU MASUDA (增田敏光先生), NON-EXECUTIVE DIRECTOR

Aged 49, son of Mr. Katsutoshi Masuda (the Chairman of the Company), was appointed as a non-executive Director on 2 June 2005. Mr. Toshimitsu Masuda (“Mr. T. Masuda”) graduated from the Industrial University in Japan in production mechanical engineering studies in March 1991. Mr. T. Masuda joined Yusei Machinery Corporation (“Yusei Japan”), the controlling shareholder of the Company, in 1997 as a director and is a shareholder of Yusei Japan. He is also a director and shareholder of Conpri. Mr. T. Masuda joined the Group in May 1998.

Mr. T. Masuda entered into letter of appointment with the Company and is subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. T. Masuda’s annual director fee is HK$50,000. Mr. T. Masuda totally holds 27.5% interest in Yusei Japan which in turn holds 161,920,000 Shares, representing 40% of the Company’s issued share capital. Save as disclosed above, Mr. T. Masuda does not have any interest in Shares within the meaning of Part XV of the SFO.

Save as disclosed above Mr. T. Masuda does not have any other relationships with any directors, senior management, substantial shareholders of the Company and has not held any other directorships in listed public companies in the last three years and there is no other information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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APPENDIX II

BIOGRAPHICAL DETAILS OF RETIRING DIRECTORS FOR RE-ELECTION

3. MR. LO KA WAI (羅嘉偉先生), INDEPENDENT NON-EXECUTIVE DIRECTOR

Aged 48, was appointed as an independent non-executive Director on 2 September 2005. Mr. Lo graduated from the University of Wollongong, Australia in 1992 with a bachelor degree in commerce (with merit). Mr. Lo is a qualified accountant and is also a member of the Hong Kong Institute of Certified Public Accountants and CPA Australia. Mr. Lo is currently an executive director of National United Resources Holdings Limited and of Pearl River Tyre (Holdings) Limited and is an independent non-executive director of Sheng Yuan Holdings Limited, all of which are listed on the Main Board of the Stock Exchange.

Mr. Lo entered into letter of appointment with the Company and is subject to retirement by rotation and re-election in accordance with the Articles of Association. Mr. Lo’s director fee is HK$120,000 for the year. Mr. Lo does not have any interest in Shares within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Lo does not have any other relationships with any directors, senior management, substantial shareholders of the Company and has not held any other directorships in listed public companies in the last three years and there is no other information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.

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