Yingde Gases : Announcements and Notices - Notice of Extraordinary General Meeting

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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) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN THAT an extraordinary general meeting (the "EGM") of Yingde Gases Group Company Limited (the "Company") will 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 to consider and, if thought fit, approve the following resolutions as ordinary resolutions: ORDINARY RESOLUTIONS

1. THAT Mr. Zhao Xiangti be and is hereby removed as a director of the Company;

2. THAT Mr. He Yuanping be and is hereby removed as a director of the Company;

3. THAT Mr. Zhang Yunfeng be and is hereby removed as a director of the Company;

4. THAT Mr. Suo Yaotang be and is hereby removed as a director of the Company;

5. THAT Dr. Feng Ke be and is hereby removed as a director of the Company;

6. THAT each other person, if any, who may have been appointed as a director of the Company by the board of the Company since the date of the last annual general meeting of the Company be and is hereby removed as a director of the Company;

7. THAT ZHIHE MAH be and is hereby appointed as a director of the Company and if and in so far as necessary in order for his appointment to take effect (but other otherwise), the maximum number of directors for the purpose of Article 83 of the articles of association of Company be and is hereby increased by one; and

8. THAT (until otherwise determined by ordinary resolution) the maximum number of directors of the Company for the purpose of Article 83 of the articles of association of the Company be the number (not exceeding 5 (five)) of directors in office (including but not limited to that appointed by resolution at this meeting) immediately after any or all of the above resolutions have passed.

Hong Kong, 27 January 2017

Notes:

By order of the Board

Yingde Gases Group Company Limited Zhao Xiangti

Chairman

1. A shareholder entitled to attend and vote at the above meeting is entitled to appoint another person as his/her proxy to attend and vote instead of him/her; a proxy need not be a shareholder of the Company.

2. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members in respect of such share shall alone be entitled to vote in respect thereof.

3. In order to be valid, a form of proxy must be deposited at the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong together with the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof. The completion and return of the form of proxy shall not preclude shareholders of the Company from attending and voting in person at the above meeting or any adjourned meeting thereof, if they so wish.

4. For the purpose of determining members who are qualified for attending the EGM, the register of members of the Company will be closed from 3 March 2017 to 8 March 2017 (both days inclusive), during which period no transfer of the shares will be effected. In order to qualify for attending the above meeting or any adjournment thereof, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company's Hong Kong share registrar, Computershare Hong Kong Investor Services Limited, at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on 2 March 2017.

5. As at the date of this notice, the executive directors of the Company are Mr. Zhao Xiangti, Mr. He Yuanping and Mr. Zhang Yunfeng, the non-executive directors of the Company are Mr. Zhongguo Sun, Mr. Trevor Raymond Strutt and Mr. Suo Yaotang; and the independent non-executive directors of the Company are Mr. Zheng Fuya, Dr. Wang Ching and Dr. Feng Ke.

6. Reference is made to the Company's announcement dated 19 January 2017 in respect of the requisition notice from Rongton Investments Limited, which is controlled by Mr. Zhao Xiangti, 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 ("Zhao Requisitions"). The extraordinary general meeting for Zhao Requisitions is expected to be held on the same date of the EGM and a circular on Zhao Requisitions will be despatched in due course by the Company in accordance with the articles of association of the Company. As the Sun and Strutt Requisitions set out in this circular and this proxy and the Zhao Requisitions are highly related to each other, Shareholders are reminded to read this circular together with the circular on Zhao Requisitions to the extent possible before voting on the relevant resolutions at the extraordinary general meeting.

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

As at the date of this announcement, the executive directors of the Company are Mr. Zhao Xiangti, Mr. He Yuanping and Mr. Zhang Yunfeng; the non-executive directors of the Company are Mr. Zhongguo Sun, Mr. Trevor Raymond Strutt and Mr. Suo Yaotang; and the independent non-executive directors of the Company are Mr. Zheng Fuya, Dr. Wang Ching and Dr. Feng Ke.