Yingde Gases : Announcements and Notices - Announcement Pursuant to Rule 3.7 of the Takeovers Code in Respect of A Possible Offer by Air Products for Yingde Gases Group Company Limited

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

This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Air Products and Chemicals, Inc. or Yingde Gases Group Company Limited nor is it a solicitation of any acceptance, vote or approval in any jurisdiction.

ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE IN RESPECT OF A POSSIBLE OFFER BY AIR PRODUCTS FOR YINGDE GASES GROUP COMPANY LIMITED Shareholders and potential investors should be aware that Air Products may or may not proceed with the possible offer outlined in the Proposal Letter and Subsequent Letter (each as defined below). The possible offer is subject to a number of conditions and, if Air Products proceeds with making an offer, it will be subject to the satisfaction or waiver of a number of conditions. There can therefore be no assurance that any such offer will proceed.

Reference is made to the announcement of Yingde Gases Group Company Limited ("Yingde Gases") dated 9 January 2017 with respect to, among other things, the letter of interest from Air Products and Chemicals, Inc. ("Air Products") to acquire all the issued shares of Yingde Gases (the "Proposal"), and the press release of Air Products dated 8 January 2017 (released 9 January 2017 in Hong Kong) confirming, among other things, the submission of such letter by Air Products to Yingde Gases.

At the request of the Executive of the Securities and Futures Commission and in light of a leak of certain terms of the Proposal, Air Products hereby provides the following additional information in respect of the Proposal.

Air Products confirms that the letter referenced in the 9 January 2017 announcement of Yingde Gases and the 8 January 2017 press release of Air Products was submitted by Air Products to the Board of Directors (the "Board") of Yingde Gases on 29 December 2016, and set forth the terms of a preliminary, non-binding indication of interest to acquire all of the outstanding shares of Yingde Gases at a price of HK$5.50 per share in cash (the "Proposal Letter"), subject to the satisfaction of certain conditions described in the Proposal Letter. In subsequent communications with Yingde Gases, including a meeting held on 7 January 2017 between Mr. Zhao Xiangti, the Chairman of the Board of Yingde Gases, and Mr. Seifollah Ghasemi, the Chairman, President and Chief Executive Officer of Air Products, and a letter sent by Air Products to the Board of Yingde Gases on 8 January 2017 following such meeting (the "Subsequent Letter"), Air Products also indicated to Yingde Gases that if permitted to conduct customary due diligence on Yingde Gases, it could potentially increase the offer price to HK$6.00 per share.

The potential transaction, if consummated, would provide the shareholders of Yingde Gases with full, immediate and certain value, in cash, for their shares. The proposed offer price represents premiums of approximately 92% to Yingde Gases's closing price on 23 December 2016 (the last day of trading before delivery of the Proposal Letter), 49% to the 52-week high, and 78% to the 20- day trading day volume weighted average share price, before the delivery of the Proposal Letter. Air Products believes the proposed transaction would be strategically and financially compelling, as it would enable Air Products to better serve customers of both companies in the increasingly competitive Chinese industrial gases segment. Additionally, the growth prospects and global scope of Air Products would lead to increased opportunities for the employees and managers of Yingde Gases following the proposed transaction.

The full text of each of the Proposal Letter and Subsequent Letter is extracted and provided below.

Proposal Letter:

"Gentlemen:

Thank you for taking the time to arrange for your senior management to meet with me in Beijing last Friday. I enjoyed the discussion, and I appreciate the time your team made available to me. I understand from the press release that you issued on that date that you have received an offer from a third party to acquire Yingde Gases Group Company Limited (the "Company" or "Yingde"). With this development in mind, I would like to take this opportunity to submit this non-binding indication of interest (the "Proposal") for an acquisition by Air Products and Chemicals, Inc. ("Air Products") of all of the outstanding shares of Yingde. As I mentioned at our meeting, we have long had a strong interest in a strategic transaction with Yingde. We have great admiration for Yingde, its leadership and its employees, and we respect all that the Company has accomplished to date.

We believe that our Proposal (described in more detail below) is highly compelling to Yingde and its shareholders. A combination of our two great companies makes significant strategic and financial sense as it would enable us to better serve our customers in the increasingly competitive Chinese industrial gases segment. We believe that the growth prospects and global scope of the combined company would lead to increased opportunities for talented employees and managers of both companies. Moreover, this transaction accelerates your ability to reward your shareholders with a very attractive premium purchase price.

Air Products is a publicly traded company listed on the New York Stock Exchange with a market capitalization of over US$30 billion. It is a leading global industrial gas business with over 17,000 employees and operations in more than 50 countries.

We have undertaken a preliminary analysis using publicly available information, and based on this analysis, we are pleased to propose, subject to the terms of this letter including the pre- conditions described below, the acquisition of all of the outstanding shares of Yingde, on a fully- diluted basis, at a price of HK$5.50 per share in cash. A transaction at this price would value the Yingde's fully diluted share capital at approximately HK$10,419,233,000, assuming a total of 1,890,573,500 ordinary shares in issue and 3,832,500 ordinary shares subject to share options. Our Proposal would deliver Yingde's shareholders substantial premiums of approximately 92% to the

closing price on December 23, 2016, the last day of trading, 49% to the 52-week high, and 78% to the 20 trading-day volume weighted average share price. Our Proposal would provide Yingde's shareholders with a compelling valuation that will enable them to realize full, immediate and certain value, in cash, for all their shares.

We intend to finance the transaction with our existing cash and internal financial resources. We are familiar with the requirement under the Hong Kong Code on Takeovers and Mergers (the "Code") for the formal announcement of any firm offer for the Company to include confirmation from Air Products' financial adviser that sufficient resources are available to Air Products to satisfy full acceptance of the offer. Hence, our offer, if made, would not be subject to any financing condition.

Consistent with the requirements of the Code, our Proposal is subject to certain pre-conditions that must be satisfied before we can make a firm offer. Those include, among others:

• Completion of due diligence with results that are satisfactory to Air Products;

• Confirmation being received that the Company's directors consider the offer to be fair and reasonable and in the interests of the Company's shareholders as a whole;

• Agreement on the terms of transaction documentation (including an agreement making provision for the implementation of our acquisition of the Company by way of a scheme of arrangement) in a mutually acceptable form;

• No changes being made to any of the Target's share option schemes (either formally or as a result of the exercise by the remuneration committee of its discretion);

• No dividends being declared or paid and no new indebtedness being incurred;

• Approval of Air Products' Board of Directors of a transaction and definitive transaction documentation; and

• No material adverse change in the Company's business, trading or financial position, results of operations or prospects.

The consummation of any offer would also be subject to antitrust approval from the Ministry of Commerce of the People's Republic of China and any other required regulatory approvals.

The submission of our Proposal has the full support of Air Products' Board of Directors. No vote of Air Products' shareholders would be required to consummate an acquisition of Yingde.

We and our advisors have spent significant time evaluating the business and operations of Yingde based on publicly available information and our knowledge of the industrial gases sector. We stand ready to begin working with you and your advisors immediately and are prepared to commit all necessary resources to proceed as quickly as possible. We have engaged Citi and Lazard as our financial advisors and Skadden Arps as our legal advisor to assist in consummating this transaction.

Air Products will be required to commit considerable resources to this potential transaction, with a view to proceeding to the announcement of a recommended offer in due course. In return for this commitment, and in order to facilitate an expedited and confidential process, Air Products would look to the Company to enter into a 30-day period of exclusive negotiations with us, during which time we will undertake our due diligence investigation of the Company while simultaneously negotiating definitive transaction documentation. We would expect to enter into an exclusivity agreement promptly following your decision to enter into discussions with us regarding our Proposal.

We are submitting this letter based on your understanding and agreement that this letter and our Proposal are a non-binding indication of interest. This letter and our Proposal do not constitute an offer (or impose any obligation to make an offer) by Air Products, do not evidence a firm intention to make an offer within the meaning of the Code, and are not binding or impose any commitment on Air Products save for this paragraph and the preceding paragraph. We would not, therefore, regard it as forming the basis for any announcement pursuant to Rule 3.2 of the Code or otherwise. We reserve the right to discontinue discussions regarding, and withdraw, our Proposal and terminate discussions with the Company at any time. This letter is to be governed by and construed in accordance with the law of the Hong Kong Special Administrative Region of the People's Republic of China.

Following your review of the Proposal with your Board of Directors and advisors, we believe that the best way to proceed would be to engage in non-public, confidential negotiations to seek to reach an agreement for review and approval by our Boards.

We firmly believe our Proposal is an extraordinary opportunity for Yingde's shareholders and its employees, customers and the communities it serves. We look forward to hearing from you after your Board has considered the proposal. Please feel free to contact me with any questions you may have."

Subsequent Letter

"Dear Sirs,

Thank you for your letter of 31 December 2016 (the "Letter") in response to our proposal letter dated 29 December 2016 (the "Preliminary Offer Letter") to acquire Yingde Gases Group Company Limited (the "Company"). We also appreciate the opportunity to have met with Mr. He Yuangping on 23 December 2016 as well as Mr. Zhao Xiangti on 7 January 2017, during which we expressed our interest in a possible transaction. As I communicated with Mr. Zhao during our meeting, in light of the interest expressed by StellarS Capital (Hong Kong) Limited (as further described in the Company's announcement dated 23 December 2016), as well as the outstanding offer to place new shares at a materially lower value than we have proposed, we felt that it was an appropriate time for us to ensure that our own interest in the Company was communicated to the Board of the Company (the "Board"). We have long had an interest in a strategic transaction between our companies, and we look forward to engaging in a constructive dialogue with you regarding the potential transaction described in our Preliminary Offer Letter and this letter (the "Proposed Transaction"), which we firmly believe represents a compelling opportunity for the Company and all of its shareholders and its other constituencies.