China Zhengtong Auto Services Hldg : PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

98139154-3233-4f31-b94d-d96146ab07e6.pdf If you are in doubt about any aspect of this circular, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China ZhengTong Auto Services Holdings Limited, you should at once hand this circular together with the enclosed form of proxy and annual report to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer or registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

China ZhengTong Auto Services Holdings Limited

中國正通汽車服務控股有限公司

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

(Stock code: 1728)

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the 2016 annual general meeting of China ZhengTong Auto Services Holdings Limited (the "Company") is set out on pages 17 to 21 of this circular. Whether or not you intend to attend the meeting, please complete the accompanying form of proxy in accordance with the instructions stated thereon and return it to 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, Wan Chai, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting and at any adjournment thereof if you so wish.

20 April 2016

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Appendix I - Explanatory Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Appendix II - Biographical Details of Directors Proposed for Re-election 11 Appendix III - Notice of 2016 Annual General Meeting 17

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

"AGM" an annual general meeting of the Company to be held at Victoria I, Level 2, Four Seasons Hotel Hong Kong, 8 Finance Street, Central, Hong Kong on Friday, 20 May 2016 at 11:00 a.m., or any adjournment thereof

"Articles" the articles of association adopted by the Company from time to time

"Board" the board of Directors

"BVI" British Virgin Islands

"close associate(s)" has the meaning ascribed thereto under the Listing Rules "Company" China ZhengTong Auto Services Holdings Limited 中國

正通汽車服務控股有限公司, an exempted company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

"Controlling Shareholder(s)" has the meaning ascribed thereto under the Listing Rules,

and in the context of the Company, means Grand Glory, Joy Capital and Mr. Wang

"core connected person(s)" has the meaning ascribed thereto under the Listing Rules "Director(s)" the director(s) of the Company

"Grand Glory" Grand Glory Enterprises Limited, a company incorporated in Bahamas, whose entire issued share capital is the trust asset of The Grand Glory Trust, which was founded by Mr. Wang as settlor and managed by J.P. Morgan Trust Company (Bahamas) Limited as trustee for The Grand Glory Trust. The discretionary beneficiaries of The Grand Glory Trust include Mr. Wang and his family members

"Group" the Company and its subsidiaries

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

"Issue Mandate" a general and unconditional mandate to be granted to the Directors to issue, allot and deal with unissued Shares up to a maximum of 20 per cent of the issued share capital of the Company as at the date of passing of the relevant resolution

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"Joy Capital" Joy Capital Holdings Limited, a company incorporated in BVI, which is wholly owned by Grand Glory and which is the direct controlling shareholder of the Company

"Latest Practicable Date" 15 April 2016, being the latest practicable date prior to the

printing of this circular

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"Memorandum" the memorandum of association adopted by the Company from time to time

"Mr. Wang" Mr. Wang Muqing

"PRC" The People's Republic of China which, for the purpose of this circular, excludes Hong Kong, Macau Special Administrative Region of the PRC and Taiwan

"Pre-IPO Share Option Scheme" the pre-initial public offering share option scheme adopted

by the Company on 17 November 2010 under which the Company has granted options to certain Directors, senior management, employees and former employees of the Group to subscribe for Shares at the respective exercise prices of RMB1.5, RMB2.0 or RMB2.5 per share, depending on the date of grant

"Repurchase Mandate" a general and unconditional mandate to be granted to the

Directors to exercise all powers of the Company to repurchase on the Stock Exchange, or any other stock exchange on which the Shares of the Company may be listed, Shares up to a maximum of 10 per cent of the issued share capital of the Company as at the date of passing of the relevant resolution

"RMB" Renminbi, the lawful currency of the PRC

"SFO" the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

"Share(s)" the ordinary share(s) of nominal value of HK$0.10 each in the share capital of the Company

"Shareholder(s)" the registered holder(s) of the Shares

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