Circulars - Sun & Strutt Requisitions to Remove the Following Directors: Mr. Zhao Xiangti; Mr. He Yuanping; Mr. Zhang Yunfeng; Mr. Suo Yaotang; Dr. Feng Ke; and to Appoint Mr. Zhihe Mah As Director Notice of the EGM

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 any action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional advisers.

If you have sold or transferred all your shares in Yingde Gases Group Company Limited, you should at once hand this circular and the accompanying 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 the transferee.

This circular, for which the directors of Yingde Gases Group Company Limited collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to Yingde Gases Group Company Limited. 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 herein or this circular misleading in all material respects.

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 however arising from or in reliance upon the whole or any part of the contents of this circular.

Yingde Gases Group Company Limited

盈德氣體集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 02168)

SUN & STRUTT REQUISITIONS TO REMOVE THE FOLLOWING DIRECTORS: MR. ZHAO XIANGTI; MR. HE YUANPING; MR. ZHANG YUNFENG; MR. SUO YAOTANG; DR. FENG KE; AND TO APPOINT MR. ZHIHE MAH AS DIRECTOR NOTICE OF THE EGM

Capitalised terms used in this cover page shall have the same meanings as those defined in this circular unless otherwise stated.

A letter from the Board is set out on pages 3 to 6 of this circular. A notice convening the EGM to be held at 11:00 am on Wednesday, 8 March 2017 at the office of Zhuhai Yingde Gases Co., Ltd., Dianchang South Road, Gaolangang Economic Zone, Zhuhai City, PRC is set out on pages 8 to 10 of this circular. A form of proxy for use at the EGM is also enclosed. Such form of proxy is also published on the website of The Stock Exchange (www.hkexnews.hk). Whether or not you are able to attend the EGM, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting. Completion and return of the form of proxy will not preclude shareholders of the Company from attending and voting at the meeting if they so wish.

27 January 2017

Page

DEFINITIONS 1 LETTER FROM THE BOARD 3

1. INTRODUCTION 3

2. SUN & STRUTT REQUISITIONS 4

3. MAJORITY BOARD'S RECOMMENDATION 5

4. MINORITY DIRECTORS' RECOMMENDATION 5

5. NOTICE OF EGM 6

6. FORM OF PROXY 6

7. VOTING BY POLL 6

APPENDIX - DETAILS OF MR. MAH, THE PROPOSED DIRECTOR 7 NOTICE OF EXTRAORDINARY GENERAL MEETING 8

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

"Articles" the articles of association of the Company adopted on 12 September 2009 and effective on 8 October 2009, and as amended from time to time

"Baslow" Baslow Technology Limited, a company under Mr. Strutt's control

"Board" the board of Directors

"Bubbly" Bubbly Brooke Holdings Limited, a company under Mr. Sun's control

"Company" Yingde Gases Group Company Limited 盈德氣體集團有限公 司, an exempted company incorporated in the Cayman Islands with limited liability on 25 September 2007

"Director(s)" the director(s) of the Company

"EGM" the extraordinary general meeting of the Company to be held at 11:00 a.m. on Wednesday, 8 March 2017 at the office of Zhuhai Yingde Gases Co., Ltd., Dianchang South Road, Gaolangang Economic Zone, Zhuhai City, PRC or any adjournment thereof

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China

"Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, as amended from time to time

"Majority Board" all the Directors including independent non-executive Directors but excluding Mr. Sun and Mr. Strutt

"Minority Directors" Mr. Sun and Mr. Strutt

"Mr. Strutt" Mr. Trevor Raymond Strutt, a non-executive Director

"Mr. Sun" Mr. Zhongguo Sun, a non-executive Director

"Mr. Zhao" Mr. Zhao Xiangti, the chairman and an executive Director

"PRC" the People's Republic of China

"Share(s)" ordinary share(s) of nominal value of US$0.000001 each in the capital of the Company

"Shareholder(s)" the holder(s) of the Share(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Sun & Strutt Requisitions" a notice dated 10 January 2017 from Baslow (controlled by

Mr. Strutt) and Bubbly (controlled by Mr. Sun) in relation to Baslow and Bubbly's requisition to convene an extraordinary general meeting

"US$" United States dollars, the lawful currency of the United States "Zhao Requisitions" As set out in the Company's announcement dated 19 January

2017 in respect of the requisition notice from Rongton Investments Limited, which is controlled by Mr. Zhao requiring an extraordinary general meeting to be convened for Shareholders to consider, if thought fit, to pass the following ordinary resolutions: 1. Mr. Sun be and is hereby removed as a director of the Company. 2. Mr. Strutt be and is hereby removed as a director of the Company.