Hebei Yichen Industrial : PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE DOMESTIC SHARES AND H SHARES AND NOTICE OF ANNUAL GENERAL MEETING

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 a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in 河北翼辰實業集團股份有限公司 Hebei Yichen Industrial Group Corporation Limited*, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, 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.

Hebei Yichen Industrial Group Corporation Limited*

河北翼辰實業集團股份有限公司

(A joint stock limited liability company incorporated in the People's Republic of China)

(Stock Code: 1596)

PROPOSED GRANTING OF GENERAL MANDATE TO

ISSUE DOMESTIC SHARES AND H SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting of Hebei Yichen Industrial Group Corporation Limited to be held at the meeting room of the Company, No. 1 Yichen North Street, Gaocheng District, Shijiazhuang City, Hebei Province, the People's Republic of China (the "PRC") on Thursday, 27 May 2021 at 10:30 a.m. is set out on pages 6 to 10 of this circular.

A form of proxy for use at the annual general meeting are enclosed herewith and also published on both the websites of the Hong Kong Exchanges and Clearing Limited (http://www.hkexnews.hk) and the Company (http://www.hbyc.com.cn). If you intend to appoint a proxy to attend the meeting, you are requested to complete, sign and return the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the meeting (i.e. not later than 10:30 a.m. on Wednesday, 26 May 2021 (Hong Kong time)) or any adjournment thereof (as the case may be). Completion, signing 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 thereof.

References to time and dates in this circular are to Hong Kong time and dates.

* For identification purpose only

23 April 2021

	CONTENTS
	Page
Definitions . . . . . . . . . . . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board
1. Introduction . . . . . . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

2. Proposed Granting of General Mandate to Issue Domestic Shares

	and H Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . .	4
4.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6

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DEFINITIONS

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

the following meanings:

"AGM"	the annual general meeting of the Company to be held
	at the meeting room of the Company, No. 1 Yichen
	North Street, Gaocheng District, Shijiazhuang City,
	Hebei Province, the People's Republic of China on
	Thursday, 27 May 2021 at 10:30 a.m., to consider and,
	if appropriate, to approve the resolutions contained in
	the notice of the meeting which is set out on pages 6 to
	10 of this circular, or any adjournment thereof
"Articles of Association"	the articles of association of the Company as
	amended, supplemented or otherwise modified from
	time to time
"Board"	the board of Directors
"Company"	河北翼辰實業集團股份有限公司 (Hebei Yichen Industrial
	Group Corporation Limited*), a joint stock limited
	liability company incorporated in the PRC, whose H
	Shares are listed on the Main Board of the Stock Exchange
"Director(s)"	the director(s) of the Company
"Domestic Share(s)"	domestic invested ordinary share(s) in the capital of
	the Company, with a nominal value of RMB0.50 each,
	which are subscribed for and paid up in Renminbi
	and are unlisted Shares which are currently not listed
	or traded on any stock exchange
"H Share(s)"	overseas listed foreign invested ordinary share(s) in
	the ordinary share capital of the Company, with a
	nominal value of RMB0.50 each, which are listed on
	the Stock Exchange and traded in Hong Kong dollars
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Latest Practicable Date"	19 April 2021, being the latest practicable date prior to
	the printing of this circular for the purpose of
	ascertaining certain information in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange

• For identification purpose only

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	DEFINITIONS
"PRC"	the People's Republic of China and for the purpose of
	this circular, excludes Hong Kong, the Macao Special
	Administrative Region and Taiwan
"RMB"	Renminbi, the lawful currency of the PRC
"Share(s)"	ordinary shares of RMB0.50 each in the capital of the
	Company comprising the Domestic Shares and the H
	Shares
"Shareholder(s)"	holder(s) of Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

Hebei Yichen Industrial Group Corporation Limited*

河北翼辰實業集團股份有限公司

(A joint stock limited liability company incorporated in the People's Republic of China)

(Stock Code: 1596)

Executive Directors:	Registered office:
Mr. Zhang Haijun (Chairman)	No. 1 Yichen North Street
Mr. Wu Jinyu	Gaocheng District
Mr. Zhang Chao	Shijiazhuang City
Mr. Zhang Lihuan	Hebei Province
Ms. Fan Xiulan	PRC
Non-executive Director:	Principal place of business in Hong Kong:
Ms. Gu Xiaohui	Level 54, Hopewell Centre
	183 Queen's Road East
Independent non-executive Directors:	Hong Kong
Mr. Jip Ki Chi
Mr. Wang Qi
Mr. Zhang Liguo
	23 April 2021
To the Shareholders
Dear Sir/Madam,

PROPOSED GRANTING OF GENERAL MANDATE TO

ISSUE DOMESTIC SHARES AND H SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to set out the notice of the AGM and to provide you with details regarding the general mandate to issue Domestic Shares and H Shares so as to enable you to make informed decisions on whether to vote for or against the resolutions to be proposed at the AGM.

• For identification purpose only

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LETTER FROM THE BOARD

2. PROPOSED GRANTING OF GENERAL MANDATE TO ISSUE DOMESTIC SHARES AND H SHARES

In order to ensure flexibility and discretion to the Board, in the event that it becomes desirable to issue any Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for a general mandate to issue Domestic Shares and H Shares. At the forthcoming AGM, a special resolution will be proposed to grant a general mandate to the Directors to exercise the powers of the Company to allot, issue or otherwise deal with Domestic Shares or H Shares in the share capital of the Company up to 20% of the aggregate number of each class of issued Domestic Shares and H Shares as at the date of the passing of the proposed special resolution in relation to such general mandate.

As at the Latest Practicable Date, the issued share capital of the Company comprised of 897,840,000 Shares, including 673,380,000 Domestic Shares and 224,460,000 H Shares. Subject to the passing of the proposed special resolution contained in item 8 of the notice of AGM and on the basis that no further Shares will be issued before the AGM, the Company will be allowed to issue a maximum of 134,676,000 Domestic Shares and 44,892,000 H Shares. The general mandate shall be effective from the time the relevant special resolution is passed until the earliest of: (i) the conclusion of the next annual general meeting of the Company; (ii) the revocation or variation of the authority given under the above-mentioned resolution by a special resolution of the Shareholders in a general meeting; or (iii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or other applicable laws, rules and regulations to be held.

The Board will only exercise its power under the general mandate in accordance with the Listing Rules, and the applicable laws, rules and regulations of government and regulatory bodies of the PRC and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC authorities are obtained.

3. AGM AND PROXY ARRANGEMENT

The notice of the AGM to be held at the meeting room of the Company, No. 1 Yichen North Street, Gaocheng District, Shijiazhuang City, Hebei Province, the People's Republic of China on Thursday, 27 May 2021 at 10:30 a.m., is set out on pages 6 to 10 of this circular.

In order to determine the entitlement to attend and vote at the AGM, the register of members of the Company will be closed from Tuesday, 27 April 2021 to Thursday, 27 May 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, holders of the H shares whose transfers have not been registered shall deposit all transfer documents accompanied by the relevant share certificates at the Company's H share registrar, Computershare Hong Kong Investor Services Limited, 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 Monday, 26 April 2021 (Hong Kong time).

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LETTER FROM THE BOARD

A form of proxy for use at the AGM are enclosed herewith and also published on both the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.hbyc.com.cn). If you intend to appoint a proxy to attend the AGM, you are requested to complete, sign and return the enclosed form of proxy in accordance with the instructions printed thereon not less than 24 hours before the time fixed for holding the AGM (i.e. at or before 10:30 a.m. on Wednesday, 26 May 2021 (Hong Kong time)) or any adjournment thereof (as the case may be). Completion, signing and return of the form of proxy will not preclude you from attending and voting in person at the AGM.

4. RECOMMENDATION

The Directors consider that the general mandate to issue Domestic Shares and H Shares is in the best interests of the Company and the Shareholders. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

5. MISCELLANEOUS

The Chinese text of this circular shall prevail over the English text for the purpose of interpretation in case of any inconsistency.

Yours faithfully,

For and on behalf of the Board

Hebei Yichen Industrial Group Corporation Limited*

ZHANG Haijun

Chairman

• For identification purpose only

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NOTICE OF THE ANNUAL GENERAL MEETING

Hebei Yichen Industrial Group Corporation Limited*

河北翼辰實業集團股份有限公司

(A joint stock limited liability company incorporated in the People's Republic of China)

(Stock Code: 1596)

Notice is hereby given that the annual general meeting ("AGM") of Hebei Yichen Industrial Group Corporation Limited (the "Company") will be held at the meeting room of the Company, No. 1 Yichen North Street, Gaocheng District, Shijiazhuang City, Hebei Province, the People's Republic of China (the "PRC") on Thursday, 27 May 2021 at 10:30 a.m. for the following purposes:

AS ORDINARY RESOLUTIONS

1. To consider and approve the report of the board of directors (the "Board") of the Company for the year ended 31 December 2020.
2. To consider and approve the report of the board of supervisory of the Company for the year ended 31 December 2020.
3. To consider and approve the audited consolidated financial statements and the reports of the auditors of the Company for the year ended 31 December 2020.
4. To consider and approve the annual financial budgets of the Company for the year ending 31 December 2021 and the final financial accounts of the Company for the year ended 31 December 2020.
5. To consider and approve the proposed profit distribution plan of the Company for the year ended 31 December 2020.
6. To consider and approve the re-appointment of Pan-China Certified Public Accountant LLP (天健會計師事務所（特殊普通合夥）) as the auditors of the Company to hold office until the conclusion of the next annual general meeting of the Company and to authorise the Board to determine their remuneration.
7. To consider and approve the authorisation to the Board to determine the remuneration of the directors and supervisors of the Company for the year ending 31 December 2021.

* For identification purpose only

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NOTICE OF THE ANNUAL GENERAL MEETING

AS SPECIAL RESOLUTION

8. To consider and, if thought fit, pass with or without amendments, the following resolution as a special resolution:

"THAT:

1. the Board be granted an unconditional general mandate to issue, allot or otherwise deal with additional shares in the capital of the Company, whether Domestic Shares or H Shares, and to make or grant offers, agreements and options which might require the exercise of such powers during or after the end of the Relevant Period (as defined below) in accordance with all applicable laws, rules and regulations, in respect thereof, subject to the following conditions:
2. 1. the aggregate amount of shares allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the Board pursuant to the mandate above, otherwise than pursuant to:
   2. 1. a Rights Issue (as defined below);
      2. the exercise of options under a share option scheme of the Company; and
      3. any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the Articles of Association of the Company,

shall not exceed 20 per cent of the aggregate number of Domestic Shares of the Company in issue as at the date of passing this resolution and/or 20 per cent of the aggregate number of H Shares of the Company in issue as at the date of passing this resolution; and

1. the Board will only exercise its power under such mandate in accordance with the Company Law of the PRC and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") (as the same may be amended from time to time) and only if all necessary approvals from the China Securities Regulatory Commission and/or other relevant PRC government authorities are obtained;

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NOTICE OF THE ANNUAL GENERAL MEETING

For the purpose of this resolution:

"Domestic Shares" means the domestic invested ordinary shares in the share capital of the Company, with a nominal value of RMB0.50 each, which are subscribed for and paid up in Renminbi and are unlisted shares which are currently not listed or traded on any stock exchange;

"H Shares" means the overseas listed foreign invested ordinary share in the share capital of the Company, with a nominal value of RMB0.50 each, which are listed on the Stock Exchange and traded in Hong Kong dollars;

"Relevant Period" means the period from the passing of this resolution until the earliest of:

1. the conclusion of the next annual general meeting of the Company; or
2. the revocation or variation of the authority given under the above-mentioned resolution by a special resolution of the Shareholders in a general meeting; or
3. the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or other applicable laws to be held; and

"Rights Issue" means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange)."

1. subject to the Board resolving to issue shares pursuant to sub-paragraph (1) of this resolution, the Board be authorised to:
2. 1. approve, execute and do or procure to be executed and done, all such documents, deeds and things as it may consider necessary in connection with the issue of such new shares including, without limitation, determining the time and place of issue, making all necessary applications to the relevant authorities, and entering into an underwriting agreement (or any other agreements);

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NOTICE OF THE ANNUAL GENERAL MEETING

1. determine the use of proceeds and to make all necessary filings and registrations with the relevant authorities in the PRC, Hong Kong and/or any other places and jurisdictions (as appropriate); and
2. increase the registered capital of the Company in accordance with the actual increase of capital by issuing shares pursuant to sub-paragraph (1) of this resolution, to register the increase of capital with the relevant authorities in the PRC, Hong Kong and/or any other places and jurisdiction (as appropriate) and to make such amendments to the articles of association of the Company as it thinks fit so as to reflect the increase and any other resultant changes in the registered capital of the Company."

By order of the Board

Hebei Yichen Industrial Group Corporation Limited*

ZHANG Haijun

Chairman

Shijiazhuang, PRC, 23 April 2021

Notes:

All resolutions at the meeting will be taken by poll pursuant to the Listing Rules. The Chairman of the Board of the Company may demand poll for voting pursuant to the Articles of Association of the Company. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited and the Company in accordance with the Listing Rules.

1. For determining the entitlement to attend and vote at the above meeting, the register of members of the Company will be closed from Tuesday, 27 April 2021 to Thursday, 27 May 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the AGM, holders of the H shares whose transfers have not been registered shall deposit all transfer documents accompanied by the relevant share certificates at the Company's H share registrar, Computershare Hong Kong Investor Services Limited not later than 4:30 p.m. on Monday, 26 April 2021 (Hong Kong time) for registration.
2. A shareholder entitled to attend and vote at the AGM may appoint one or more proxies to attend and vote on his behalf. A proxy need not be a shareholder of the Company. Where a shareholder appoints more than one proxy, his proxies can only vote on a poll. In view of the development of novel coronavirus, shareholders may consider appointing the chairman of the AGM as his/her proxy to vote on the resolutions, instead of attending AGM in person.
3. The instrument appointing a proxy must be in writing under the hand of a shareholder or his attorney duly authorised. If the shareholder is a corporation, that instrument must be either under its common seal or under the hand of its director(s) or duly authorised attorney(ies). If that instrument is signed by an attorney of a shareholder, the power of attorney or other document authorising that attorney to sign must be notarised.

• For identification purpose only

- 9 -

NOTICE OF THE ANNUAL GENERAL MEETING

1. In order to be valid, the form of proxy together with the notarised power of attorney or other authorisation document (if any) must be deposited at the Secretariat of the Board at the Company's principal place of business in the PRC (for holders of the Domestic Shares) or at the H share registrar of the Company, Computershare Hong Kong Investor Services Limited (for holders of the H Shares), not less than 24 hours before the time fixed for the meeting (i.e. not later than 10:30 a.m. on Wednesday, 26 May 2021 (Hong Kong time)).
2. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the death or loss of capacity of the appointer, or the revocation of the proxy or of the authority under which the form of proxy was signed, or the transfer of shares in respect of which the proxy is given, provided that no notice in writing of these matters shall have been received by the Company prior to the commencement of the AGM.
3. The address and contact details of the Company's H share registrar, Computershare Hong Kong Investor Services Limited, are as follows:
   As to the transfer documents:
   Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong
   As to the form of proxy:
   17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong Telephone No.: ([phone]
   Facsimile No.: ([phone]
4. The address and contact details of the Company's principal place of business in the PRC are as follows:
   No. 1 Yichen North Street, Gaocheng District, Shijiazhuang City, Hebei Province, the PRC Telephone No.: ([phone]
   E-mail: [e-mail]
5. In accordance with the Company's articles of association, where two or more persons are registered as the joint holders of any share, only the person whose name appears first in the register of members shall be entitled to receive this notice, and the notice, when served on such person, shall be deemed to have be given to all joint holders of such share.
6. The AGM is expected to be concluded within half a day. Shareholders (in person or by proxy) attending the AGM are responsible for their own transportation and accommodation expenses.
7. Shareholders or their proxies shall produce their identification documents for inspection when attending the AGM.
8. Taking into account of the recent development of the epidemic caused by novel coronavirus pneumonia (COVID-19), the Company will implement the following prevention and control measures at the AGM against the epidemic to protect the Shareholders from the risk of infection:
9. 1. Compulsory body temperature check will be conducted for every Shareholder or proxy at the entrance of the venue. Any person with a body temperature of over 37.0 degrees Celsius will not be admitted to the venue;
   2. Every Shareholder or proxy is required to wear surgical facial mask throughout the meeting; and
   3. No refreshment will be served. Furthermore, the Company wishes to advise the Shareholders, particularly Shareholders who are subject to quarantine in relation to COVID-19, that they may appoint any person or the chairman of the AGM as a proxy to vote on the resolution, instead of attending the AGM in person.

As at the date of this notice, the executive Directors are Mr. Zhang Haijun, Mr. Wu Jinyu, Mr. Zhang Chao, Mr. Zhang Lihuan and Ms. Fan Xiulan; the non-executive Director is Ms. Gu Xiaohui; and the independent non-executive Directors are Mr. Jip Ki Chi, Mr. Wang Qi and Mr. Zhang Liguo.

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