Yongsheng Advanced Materials : RENEWAL OF GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES RE-ELECTION OF RETIRING DIRECTORS DECLARATION OF FINAL DIVIDEND AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your licensed securities dealer or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Yongsheng Advanced Materials Company Limited (the "Company", together with its subsidiaries, the "Group"), you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

Yongsheng Advanced Materials Company Limited

永盛新材料有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3608)

RENEWAL OF GENERAL MANDATES

TO ISSUE NEW SHARES AND REPURCHASE SHARES

RE-ELECTION OF RETIRING DIRECTORS

DECLARATION OF FINAL DIVIDEND

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of the Company to be held on 27 May 2021 (Thursday) at 2:30 p.m. at The Desk Conference Centre, 5/F, United Centre, 95 Queensway, Admiralty, Hong Kong is set out on pages 17 to 21 of this circular. Whether or not you are able to attend the annual general meeting, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the annual general meeting (no later than 2:30 p.m. on 25 May 2021 (Hong Kong time)). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the annual general meeting or any adjourned meeting thereof should you so desire.

27 April 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see page 22 of this document for measures being taken to try to prevent and control the spread of the Novel Coronavirus (COVID-19) at the AGM, including:

• compulsory body temperature checks and health declarations
• recommended wearing of a surgical face mask for each attendee
• no distribution of corporate gift or refreshment

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the meeting venue. The Company reminds Shareholders that they may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting as an alternative to attending the meeting in person.

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CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II - DETAILS OF DIRECTORS PROPOSED
TO BE RE-ELECTEDAT THE AGM . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
PRECAUTIONARY MEASURES FOR THE AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22

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DEFINITIONS

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

"AGM"	the annual general meeting of the Company to be held on
	27 May 2021 at 2:30 p.m. at The Desk Conference Centre,
	5/F, United Centre, 95 Queensway, Admiralty, Hong Kong;

"AGM Notice"

"Articles"

"Board"

"close associates"

"Companies Law"

"Company"

the notice convening the AGM set out on pages 17 to 20 of this circular;

the articles of association of the Company;

the board of Directors;

has the meaning ascribed thereto under the Listing Rules;

the Companies Law, Cap 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands;

Yongsheng Advanced Materials Company Limited, a company incorporated in the Cayman Islands with limited liability and the Shares of which are listed on the Stock Exchange;

"core connected person(s)"

"Director(s)"

"Group"

"HK$"

"Hong Kong"

"Issue Mandate"

has the meaning ascribed thereto under the Listing Rules;

the director(s) of the Company;

the Company and its subsidiaries;

Hong Kong dollars, the lawful currency of Hong Kong;

the Hong Kong Special Administrative Region of the PRC;

a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to allot and issue Shares set out as resolution no. 5 in the AGM Notice;

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DEFINITIONS

"Latest Practicable Date"

"Listing Rules"

"Memorandum"

"Nomination Committee"

"PRC"

"Repurchase Mandate"

"RMB"

"SFO"

"Share(s)"

"Shareholder(s)"

"Stock Exchange"

"Takeovers Code"

"%"

20 April 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information for inclusion in this circular;

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

the memorandum of association of the Company;

the nomination committee of the Company;

the People's Republic of China, and for the purpose of this circular, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan;

a general and unconditional mandate proposed to be granted to the Directors to exercise all powers of the Company to repurchase Shares set out as resolution no. 6 in the AGM Notice;

Renminbi, the lawful currency of the PRC;

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong);

ordinary share(s) of HK$0.01 each in the capital of the Company;

holder(s) of (a) Share(s);

The Stock Exchange of Hong Kong Limited;

The Hong Kong Code on Takeovers and Mergers; and

per cent.

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LETTER FROM THE BOARD

Yongsheng Advanced Materials Company Limited

永盛新材料有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3608)

Executive Directors:	Registered Office:
Mr. Li Cheng (Chairman)	2/F, Century Yard,
Mr. Ma Qinghai	Cricket Square, P.O. Box 902,
Mr. Li Conghua	Grand Cayman, KVI-1103,
Mr. Xu Wensheng	Cayman Islands
Independent non-executive Directors:	Place of Business in Hong Kong:
Ms. Wong Wai Ling	Unit C2, 29/F, Tower 1,
Mr. Shiping James Wang (resigned on 1 April 2021)	Admiralty Centre,
Mr. He Chengying (appointed on 1 April 2021)	No. 18 Harcourt Road, Hong Kong
Dr. Wang Huaping
	27 April 2021
To the Shareholders
Dear Sir or Madam,

RENEWAL OF GENERAL MANDATES

TO ISSUE NEW SHARES AND REPURCHASE SHARES

RE-ELECTION OF RETIRING DIRECTORS

AND

DECLARATION OF FINAL DIVIDEND

INTRODUCTION

The purpose of this circular is to provide you with details of (i) the proposed Issue Mandate and the proposed Repurchase Mandate and the extension of the Issue Mandate by addition thereto of the number of Shares repurchased pursuant to the Repurchase Mandate; (ii) the explanatory statement regarding the Repurchase Mandate; (iii) the proposed re-election of Directors; (iv) the declaration of final dividend; and to give you notice of the AGM.

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE NEW SHARES AND REPURCHASE SHARES

Ordinary resolutions will be proposed at the AGM to grant to the Directors new general mandates:

1. to allot, issue and otherwise deal with new Shares not exceeding 20% of the aggregate number of the issued Shares as at the date of passing the proposed resolution at the AGM; and
2. to repurchase Shares on the Stock Exchange not exceeding 10% of the aggregate number of the issued Shares as at the date of passing the proposed resolution at the AGM.

In addition, a separate ordinary resolution will be proposed at the AGM to add to the Issue Mandate those Shares repurchased by the Company pursuant to the Repurchase Mandate (if granted to the Directors at the AGM).

The Directors have no present intention to exercise the Issue Mandate or the Repurchase Mandate (if granted to the Directors at the AGM).

As at the Latest Practicable Date, a total of 732,207,090 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued and/or repurchased by the Company prior to the AGM, the Company will be allowed to issue a maximum of 146,441,018 Shares, representing 20% of the aggregate number of the issued Shares as at the Latest Practicable Date.

Each of the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate will expire at the earliest of: (a) the conclusion of the next annual general meeting of the Company following the AGM; (b) the date by which the next annual general meeting is required by the Companies Law or the Articles to be held; or (c) when the authority given to the Directors thereunder is revoked or varied by ordinary resolution(s) of the Shareholders in a general meeting prior to the next annual general meeting of the Company.

An explanatory statement containing information regarding the Repurchase Mandate is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

RETIREMENT OF DIRECTORS AND RE-ELECTION OF RETIRING DIRECTORS

The Board currently consists of seven Directors, namely Mr. Li Cheng, Mr. Ma Qinghai, Mr. Li Conghua, Mr. Xu Wenshing, Ms. Wong Wai Ling, Mr. He Chengying (who was appointed on 1 April 2021) and Dr. Wang Huaping.

In accordance with Article 108(a) of the Articles, at each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. A retiring Director shall be eligible for re-election. Accordingly, Mr. Li Cheng, Mr. Ma Qinghai and Mr. Xu Wenshing will retire from office by rotation at the AGM and, being eligible, offer themselves for re-election.

In accordance with Article 112 of the Articles, any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of the Company after his appointment and be subject to re-election at such meeting. Any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. As Mr. He Chengying was appointed on 1 April 2021 as an addition to the Board, he shall retire as Director by rotation at the AGM and, being eligible, will offer himself for re-election at the forthcoming AGM. Save as Mr. He Chengying, there are no directors shall retire from office at the AGM, and, being eligible, offer himself/herself for re-election.

Biographical details of the Directors who are standing for re-election at the AGM, which are required to be disclosed pursuant to the Listing Rules, are set out in Appendix II to this circular.

For the proposal for re-election of Mr. He Chengying as an independent non-executive Director, the Board and the Nomination Committee have reviewed and assessed the annual confirmation of independence of him based on the independence criteria as set out in Rule 3.13 of the Listing Rules and formed the view that he remains independent.

The Board and the Nomination Committee are of the view that Mr. He Chengying has demonstrated his ability in providing professional and independent views to the affairs of the Company.

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LETTER FROM THE BOARD

The Nomination Committee has also considered the skills, knowledge and professional experience of Mr. He Chengying as described in his biography set out in Appendix II to this circular, with reference to the board diversity policy of the Company and is of the view he possess experience in corporate finance and legal aspects respectively which have enabled him to contribute to the diversity of the Board.

CLOSURE OF REGISTER OF MEMBERS AND FINAL DIVIDEND

For the purpose of ascertaining Shareholders' right to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 24 May 2021 to Thursday, 27 May 2021, both days inclusive, during which period no transfer of Shares will be registered. In order to be eligible to attend and vote at the AGM, all completed transfer documents accompanied by the relevant share certificate(s) and the transfer forms must be lodged with the Company's branch share registrar in Hong Kong, namely Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 21 May 2021.

As stated in the announcement of the Company dated 29 March 2021 relating to the annual results of the Group for the year ended 31 December 2020, the Board recommends the payment of a final dividend of HK$0.02 per Share to the Shareholders whose names appear on the register of members of the Company on Friday, 4 June 2021 (the "Final Dividend"). The payment of the proposed Final Dividend is subject to approval by the Shareholders at the AGM and a resolution will be proposed to the Shareholders for voting at the AGM.

The register of members of the Company will be closed from Thursday, 3 June 2021 to Friday, 4 June 2021, both days inclusive, and the proposed Final Dividend (if approved by the Shareholders at the AGM) is expected to be paid on Tuesday, 29 June 2021. In order to qualify for the proposed Final Dividend, the Shareholders should ensure that all transfers accompanied by the relevant share certificates and transfer forms are lodged with the Company's Hong Kong branch share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. on Wednesday, 2 June 2021.

- 6 -

LETTER FROM THE BOARD

ADOPTION OF THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS AND THE REPORTS OF THE DIRECTORS AND THE AUDITORS

The annual report for the year ended 31 December 2020 incorporating, among other things, the audited consolidated financial statements of the Company and its subsidiaries and the reports of the Directors and the auditors for the year ended 31 December 2020 will be sent together with this circular to the Shareholders on the same date. The audited consolidated financial statements have been reviewed by the audit committee of the Company.

RE-APPOINTMENT OF AUDITORS

The Board (which has agreed with the recommendation of the audit committee of the Company) has recommended that, subject to the approval of the Shareholders at the AGM, Ernst & Young be re-appointed as the auditors of the Company for the year ending 31 December 2020.

AGM

A notice convening the AGM to be held on 27 May 2021 (Thursday) at 2:30 p.m. at The Desk Conference Centre, 5/F, United Centre, 95 Queensway, Hong Kong is set out on pages 17 to 21 of this circular for the purpose of considering and, if thought fit, passing the resolutions set out therein.

You will find enclosed a proxy form for use at the AGM. Whether or not you are able to attend the AGM, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for holding the AGM (no later than 2:30 p.m. on 25 May 2021 (Tuesday) (Hong Kong time)). Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM, or any adjournment thereof, should you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the Shareholders at a general meeting of the Company must be taken by way of poll. Accordingly, the resolutions to be considered and, if thought fit, approved at the AGM will be voted by way of poll by the Shareholders.

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LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the granting of the Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate, the re-election of the retiring Directors and the declaration of the Final Dividend are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of all the resolutions as set out in the AGM Notice at the AGM.

By Order of the Board

Yongsheng Advanced Materials Company Limited

Li Cheng

Chairman and Executive Director

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APPENDIX I	EXPLANATORY STATEMENT

This appendix includes an explanatory statement required by the Stock Exchange to be presented to the Shareholders concerning the Repurchase Mandate proposed to be granted to the Directors.

1. LISTING RULES FOR REPURCHASES OF SHARES

The Listing Rules permit companies with a primary listing on the Stock Exchange to repurchase their shares on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed repurchases of shares by a company with a primary listing on the Stock Exchange must be approved by shareholders in advance by an ordinary resolution at a general meeting, either by way of a general mandate or by a specific approval of a particular transaction and that the shares to be repurchased must be fully paid up.

2. FUNDING AND IMPACT OF REPURCHASES

Any repurchase will be made out of funds which are legally available for the purpose in accordance with the Memorandum and Articles, the Listing Rules and the applicable laws of the Cayman Islands. As compared with the financial position of the Company as at 31 December 2020 (being the date to which the latest audited accounts of the Company have been made up), the Directors consider that there would not be a material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed repurchases were to be carried out in full during the proposed repurchase period.

The Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

3. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders as a whole to have a general authority from the Shareholders to enable the Directors to repurchase Shares on the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earning per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

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APPENDIX I	EXPLANATORY STATEMENT

4. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 732,207,090 Shares in issue.

Subject to the passing of the relevant ordinary resolutions to approve the general mandates to issue and repurchase Shares and on the basis that no further Shares are issued or repurchased between the Latest Practicable Date and the AGM, the Directors would be authorised to exercise the powers of the Company to repurchase a maximum of 73,220,709 Shares, being 10% of the aggregate number of the issued Shares as at the Latest Practicable Date.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of the Cayman Islands and in accordance with the Memorandum and the Articles.

6. EFFECT OF THE TAKEOVERS CODE AND MINIMUM PUBLIC FLOAT

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (as that term is defined in the Takeovers Code), depending on the level of increase of the shareholding, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date and insofar the Directors are aware of, Mr. Li Cheng ("Mr. Li"), the Chairman of the Board and an executive Director, was interested in an aggregate of 479,132,990 shares, representing approximately 65.4% of the issued Shares, within the meaning of Part XV of the SFO. By virtue of the SFO, Ms. Chen Fangqin, the spouse of Mr. Li, is deemed to be interested in the Shares in which Mr. Li is interested for the purpose of Division 2 and 3 of Part XV of the SFO. In the event that the Repurchase Mandate was exercised in full, assuming that the issued share capital of the Company remains unchanged up to the date of the AGM, the interest of Mr. Li and Ms. Chen Fangqin in the Company will be increased from approximately 65.4% to approximately 72.7%.

On the basis of the aforesaid increase of shareholding, the Directors are not aware of any consequences of such repurchases of Shares that would result in a Shareholder, or group of Shareholders acting in concert, becoming obliged to make a mandatory offer under Rule 26 of the Takeovers Code if the Repurchase Mandate was exercised in full. Moreover, the Directors do not intend to exercise the power to repurchase Shares to an extent which would render any Shareholder or group of Shareholders obliged to make a mandatory offer under Rule 26 of the Takeovers Code or to such extent that will result in the level of shareholdings in the Company held by the public float below the prescribed minimum percentage of 25%.

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APPENDIX I	EXPLANATORY STATEMENT

7. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best knowledge and belief of the Directors, having made all reasonable inquiries, any of their respective close associates has any present intention, in the event that the proposed Repurchase Mandate is granted, to sell Shares to the Company. No core connected person of the Company has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Company is authorised to make repurchases of Shares.

8. SHARE REPURCHASE MADE BY THE COMPANY

No repurchase of Shares has been made by the Company (whether on the Stock Exchange or otherwise) during the six months ended on the Latest Practicable Date.

9. SHARE PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous 12 months from the Latest Practicable Date were as follows:

	Shares
	Highest	Lowest
	HK$	HK$
2020
April	1.92	1.78
May	2.05	1.89
June	2.20	1.95
July	2.26	1.94
August	2.41	2.13
September	2.38	2.24
October	2.32	2.20
November	2.23	2.11
December	2.18	2.01
2021
January	2.12	1.95
February	2.05	1.96
March	2.02	1.57
April (till the Latest Practicable Date)	1.85	1.41

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APPENDIX II	DETAILS OF DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE AGM

Set out below are details of the proposed Directors to be re-elected at the AGM.

EXECUTIVE DIRECTORS

Mr. Li Cheng ("Mr. Li"), aged 58, is an executive Director and the chairman (the "Chairman") of the Board. Mr. Li is also the chairman of the nomination committee under the Board and one of the authorised representatives of the Company. Mr. Li has more than 30 years of experience in textile and trading industry, and is mainly responsible for overall business strategy and management of the Group. From August 1985 to May 1993, Mr. Li had been engaged in trading of textile products as a sole proprietorship. He worked as the general manager of Xiaoshan Yongsheng Trading Company from March 1993 to November 1997, and from November 1997 to June 1999, he assumed the role of general manager of Xiaoshan Yongsheng Chemical Fiber Company Limited (currently known as Hangzhou Yongsheng Group Limited, "Yongsheng Group"). He served as the general manager of Hangzhou Yongsheng Weaving Limited ("Yongsheng Weaving") from June 1999 to April 2003. Since 2003, Mr. Li has been appointed as a chairman of

the board of directors of Yongsheng Group. Mr. Li has been a senior economist since October 2013. Since August 2014, Mr. Li has been a director of 杭州先臨三維科技股份有限公司 (Hangzhou Shining 3D Tech Co. Ltd., NEEQ stock code: 830978), the shares of which were quoted on

National Equities Exchange and Quotations ("NEEQ") of the PRC.

Mr. Li completed his professional study majoring in dyeing and processing engineering in Zhejiang Institute of Silk Textile (now known as Zhejiang Sci-Tech University) in July 1985. In March 2004, he completed a course on corporate director advanced business administration which was held by Ningbo Jianfeng Management Technology Research Centre. Between 2006 and 2012, Mr. Li had also completed various courses including the Senior Training Course on the Philosophy of New Technology and Enterprise Growth－Growth enterprise and the Senior Training Course on Financial Investment in Real Operations respectively offered by the school of humanities and the school of media of Zhejiang University, the Senior Training course for Business Administration Executives offered by Zhejiang Gongshang University, the training course for senior enterprise operators and managers in Hangzhou City on "356 Engineering Programme" in relation to investment, financing and capital operation training offered by Fudan University. Mr. Li was appointed as the deputy chairman of The Professional Committee of Zhejiang Province Privately- operated Economic Research Centre in December 2002. Mr. Li has completed the CEO Finance Program for China Enterprise in 2016, which was held by the Cheung Kong Graduate School of Business.

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APPENDIX II	DETAILS OF DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE AGM

Mr. Li has been elected as a representative of the Hangzhou City Xiaoshan District People's Congress of the PRC from December 2016. Mr. Li has been elected as a member of the Hangzhou City Xiaoshan District Committee of the Chinese People's Political Consultative Conference since May 2005 to December 2016. In November 2018, Mr. Li was elected as the vice president of first session of Hong Kong Hangzhou Chamber of Commerce. He was also elected as the chairman of the Hangzhou City Xiaoshan District Wenzhou Chamber of Commerce in July 2010, the vice- chairman of the Hangzhou City Xiaoshan District General Chamber of Commerce in December 2012, the standing council member and vice-chairman of the China Chemical Fiber Association in April 2012 and April 2015 respectively. In October 2008, Mr. Li was named the "Staff Caring Outstanding Entrepreneur" of Hangzhou City jointly awarded by the Federation of Trade Union of Hangzhou City and the Industry and Commerce Joint Committee of Hangzhou City. In February 2013, Mr. Li was awarded the "Outstanding Socialist Builder" for the years 2010－2012 by the Office of China Hangzhou City Xiaoshan District and The People's Government Office of Hangzhou City Xianshan District. Mr. Li is the uncle of Mr. Li Conghua, an executive Director.

Save as disclosed above, Mr. Li did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

Save as disclosed above, Mr. Li does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Li was interested in an aggregate of 479,132,990 Shares, representing approximately 65.4% of the issued Shares, within the meaning of Part XV of the SFO. Among such Shares, Ever Thrive Global Limited was interested in 206,471,700 Shares and Astute Horizon Limited was interested in 272,661,240 Shares. Ever Thrive Global Limited and Astute Horizon Limited are held by Mr. Li as to approximately 95.71% and 90.00% respectively. Save as disclosed herein, Mr. Li has no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.

Mr. Li has entered into a Director's service agreement with the Company for an initial term of 3 years commencing on 7 November 2016, which may be terminated by either party thereto giving to the other not less than three months' prior written notice and is entitled to receive a Director's remuneration of HK$100,000 per annum which is determined with reference to the prevailing market practice, the Company's remuneration policy, his duties and responsibilities within the Group and a discretionary bonus depending on the profit of the Company in that particular year.

Save as disclosed above, there are no other matters relating to the re-election of Mr. Li that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II	DETAILS OF DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE AGM

Mr. Ma Qinghai ("Mr. Ma"), aged 46, is an executive Director and the general manager of the manufacturing division of Yongsheng Dyeing. Mr. Ma has more than twenty years of experience in the textile industry, and is mainly responsible for management and supervision of ordinary operation of the Group's dyeing business. Mr. Ma was the technical supervisor and workshop officer of Zhejiang Hongli Group Limited Printing and Dyeing Branch Company from August 1994 to February 2001. Mr. Ma held the position of domestic trading manager of Yongsheng Group from January 2002 to July 2005 and was previously a director of Yongsheng Group. Mr. Ma served as the vice factory director, factory director and deputy general manager of Yongsheng Dyeing from August 2005 to February 2008, and has held the general manager position of Yongsheng Dyeing since February 2008.

In July 1994, Mr. Ma completed his professional study major in dyeing and processing in Zhejiang Province Common Intermediate Professional School. He completed the Senior Training Course for Chief Executive Officer of Growth Enterprise offered by the school of humanity of Zhejiang University in April 2007. He completed the course of Business Management from Donghua University in July 2015 and obtained his professional Diploma. Mr. Ma was awarded the "Progressive Individual of Xiaoshan Dongpian Printing, Dyeing and Chemical Industry Provincial Level Environmental Protection Key Regulatory Area Remediation Work" by the People's Government of Xiaoshan District of Hangzhou City in October 2007. Mr. Ma obtained the award of "Outstanding Contract Manager of Xiaoshan District" jointly offered by the Hangzhou Administration for Industry and Commerce Xiaoshan Branch and Hangzhou City Xiaoshan District Enterprise Contract Management Association in 2010.

Save as disclosed above, Mr. Ma did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

Save as disclosed above, Mr. Ma does not have any relationship with other Directors, senior management, substantial or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Ma was interested in an aggregate of 7,075,677 Shares, representing approximately 0.97% of the issued Shares, within the meaning of Part XV of the SFO. These Shares comprised 2,675,677 Shares registered under his name and 4,400,000 Shares which may be allotted and issued to him upon exercise in full of the outstanding options granted to him under the share option scheme of the Company. Save as disclosed herein he has no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO.

Mr. Ma has entered into a Director's service agreement with the Company for an initial term of 3 years commencing on 7 November 2016, which may be terminated by either party thereto giving to the other not less than three months' prior written notice and is entitled to receive a Director's remuneration of HK$100,000 per annum which is determined with reference to the prevailing market practice, the Company's remuneration policy, his duties and responsibilities within the Group and a discretionary bonus depending on the profit of the Company in that particular year.

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APPENDIX II	DETAILS OF DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE AGM

Save as disclosed above, there are no other matters relating to the re-election of Mr. Ma that need to be brought to the attention of the Shareholders and there is no other information that should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.

Mr. Xu Wensheng ("Mr. Xu"), aged 53, is an executive Director. He has over 30 years of experience in the construction industry. He has joined the Group since 2016 and was the vice general manager of the construction project of Yongsheng Plaza, a building which is located at Xiaoshan Economic and Technological Development Zone, Hangzhou City, Zhejiang Province,

the PRC. Prior to joining the Group, he was the general manager of each of Jiangsu Zhongkai Properties Development Limited*（江蘇中凱房地產發展有限公司）and Dalian Xinkongjian Properties Development Limited*（大連新空間房地產開發有限公司）, which were companies established in the PRC and were principally engaged in property development. Mr. Xu obtained a bachelor's degree from the Nanjing Institute of Architectural Engineering*（南京建築工程學院） (currently known as Nanjing Tech University（南京工業大學）) in 1992.

Save as disclosed above, Mr. Xu did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years of any other position with the Company and other members of the Group of the other major appointments and professional qualifications.

Mr. Xu does not have any relationship with others Directors, senior management, substantial or controlling shareholders of the Company and he had no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO as at the Latest Practicable Date.

Mr. Xu has entered into a Directors' service agreement with the Company for an initial term of 3 years commencing on 29 November 2020, which may be terminated by either party thereto giving to the other not less than three months' prior written notice and is entitled to receive

1. Director's remuneration of HK$100,000 per annual which is determined with reference to the prevailing market practice, the Company's remuneration policy, his duties and responsibilities within the Group and a discretionary bonus depending on the profit of the Company in that particular year.

Save as disclosed above, there are no other matters relating to the re-election of Mr. Xu that need to brought to the attention of the Shareholders and there is no other information should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.

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APPENDIX II	DETAILS OF DIRECTORS PROPOSED
	TO BE RE-ELECTED AT THE AGM

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. He Chengying ("Mr. He"), aged 58, is currently the dean of the Business School of

Guangxi University and the executive head of the Institute of China-ASEANOpen-door Finance （中國－東盟金融開放門戶研究院執行院長）. Mr. He graduated from the Department of Accountancy of South Western University of Finance and Economics, holds a Master Degree of

Economics from Zhejiang University, a Doctoral Degree of Economics from Xiamen University. He previously worked for Shenzhen Investment Holding Corporation, China Eagle Securities, Guosen Securities and United Securities. He is a professor, senior economist and a special research fellow of the China Management Science Research Institute and Researcher (Professor) of Zhejiang University of Finance and Economy. Mr. He had previously engaged in state enterprise, state-owned asset management, as well as directly participated in drafting and formulating policies for state enterprise and state-owned asset management reforms. Subsequently, Mr. He has engaged in stock market innovation, asset reorganisation, as well as capital market operation and research. He has accumulated extensive experience in corporate reform, asset reorganisation and capital management planning. He has been appointed as an independent non-executive director of China Automobile New Retail (Holdings) Limited, a company listed on the Main Board of the Stock Exchange (stock code: 00526), since September 2006.

Mr. He does not have any relationship with others Directors, senior management, substantial or controlling shareholders of the Company and he had no interests in the Shares which are required to be disclosed pursuant to Part XV of the SFO as at the Latest Practicable Date.

Mr. He has entered into a Directors' service agreement with the Company for an initial term of 3 years commencing on 1 April 2021, which may be terminated by either party thereto giving to the other not less than three months' prior written notice and is entitled to receive a Director's remuneration of HK$100,000 per annum which is determined with reference to the prevailing market practice, the Company's remuneration policy, her duties and responsibilities within the Group.

Save as disclosed above, there are no other matters relating to the re-election of Mr. He that need to brought to the attention of the Shareholders and there is no other information should be disclosed pursuant to paragraph 13.51(2)(h) to (v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

Yongsheng Advanced Materials Company Limited

永盛新材料有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3608)

NOTICE IS HEREBY GIVEN that an annual general meeting (the "Meeting") of Yongsheng Advanced Materials Company Limited (the "Company") will be held on 27 May 2021 (Thursday) at 2:30 p.m. at The Desk Conference Centre, 5/F, United Centre, 95 Queensway, Admiralty, Hong Kong for considering and, if thought fit, passing, with or without amendments, the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

1. To receive, consider and adopt the audited consolidated accounts and reports of the directors and auditors of the Company and its subsidiaries for the year ended 31 December 2020.
2. To approve and declare a final dividend of HK$0.02 per share for the year ended 31 December 2020 to the shareholders of the Company which shall be paid out of the share premium account of the Company.
3. To re-appoint Ernst and Young as auditors of the Company and to authorise the board of directors (the "Directors") of the Company to fix their remuneration.
4. (a) Mr. Li Cheng be re-elected as an executive Director and the board of Directors be authorised to fix his Director's remuneration;
5. 1. Mr. Ma Qinghai be re-elected as an executive Director and the board of Directors be authorised to fix his Director's remuneration;
   2. Mr. Xu Wenshing be re-elected as an executive Director and the board of Directors be authorised to fix her Director's remuneration; and
   3. Mr. He Chengying be re-elected as an independent non-executive Director and the board of Directors be authorised to fix her Director's remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

5. "THAT:

1. subject to paragraph (C) of this resolution below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the Directors be and are hereby authorised during the Relevant Period to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might or would require the exercise of such powers (including but not limited to the power to allot, issue and deal with additional shares in the capital of the Company) during or after the end of the Relevant Period;
3. the share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval in paragraphs (A) and (B) of this resolution above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or
4. 1. the exercise of any options granted under the share option scheme adopted by the Company or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to subscribe for shares in the Company; or (iii) any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company in lieu of the whole or part of a dividend in accordance with the articles of association of the Company from time to time, shall not exceed 20% of the aggregate number of the issued shares of the Company at the time of passing this resolution and the said approval shall be limited accordingly; and
5. for the purposes of this resolution:
6. 1. 
      "Relevant Period" means the period from the time of the passing of this resolution until whichever is the earliest of:
   2. the conclusion of the next annual general meeting of the Company;

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NOTICE OF ANNUAL GENERAL MEETING

1. the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Company's articles of association to be held; or
2. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of shares on the register of members on a fixed record date in proportion to their then holdings of such shares (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 recognised regulatory body or any stock exchange)."

6. "THAT:

1. subject to paragraph (C) of this resolution below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all powers of the Company to repurchase issued shares in the capital of the Company on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which the shares of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, and that the exercise by the Directors of all powers of the Company to repurchase such shares are subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange, be and is hereby, generally and unconditionally approved;
2. the approval in paragraph (A) of this resolution above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;
3. the issued share capital of the Company repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (A) of this resolution above during the Relevant Period shall not exceed 10% of the aggregate number of the issued shares of the Company as at the time of passing this resolution and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purposes of this resolution:
   "Relevant Period" means the period from the time of the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the first annual general meeting of the Company following the passing of this resolution at which time it shall lapse unless, by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the laws of the Cayman Islands or the Company's articles of association to be held; or
   3. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."

7. "THAT conditional upon the passing of Resolutions 5 and 6 as set out in this notice convening the Meeting of which this Resolution forms part, the general mandate granted to the Directors pursuant to Resolution 5 as set out in this notice convening the Meeting of which this Resolution forms part be and is hereby extended by the addition thereto of an amount representing the issued share capital of the Company repurchased by the Company under the authority granted pursuant to Resolution 6 as set out in this notice convening the Meeting of which this Resolution forms part, provided that such amount shall not exceed 10% of the aggregate number of the issued shares of the Company as at the date of passing this Resolution."

By Order of the Board

Yongsheng Advanced Materials Company Limited

Li Cheng

Chairman and Executive Director

Hong Kong, 27 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

1. Any member of the Company entitled to attend and vote at the Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at the Meeting. A proxy need not be a member of the Company. On a poll, votes may be given either personally or by proxy.
2. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under its seal or under the hand of an officer, attorney or other person authorised to sign the same.
3. To be valid, the instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power or authority, shall be delivered to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the Meeting (no later than 2:30 p.m. on 25 May 2021 (Hong Kong time)) or any adjournment thereof.
4. No instrument appointing a proxy shall be valid after expiration of 12 months from the date named in it as the date of its execution, except at an adjourned meeting or on a poll demanded at the Meeting or any adjournment thereof in cases where the Meeting was originally held within 12 months from such date.
5. Where there are joint holders of any shares, any one of such joint holders may vote at the Meeting, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
6. Completion and delivery of an instrument appointing a proxy shall not preclude a member from attending and voting in person at the Meeting if the member so wish and in such event, the instrument appointing a proxy should be deemed to be revoked.
7. An explanatory statement containing the information necessary to enable the members to make an informed decision as to whether to vote for or against the ordinary resolution no. 6 as set out in this notice is enclosed.
8. The transfer books and register of members of the Company will be closed from 24 May 2021 to 27 May 2021, both days inclusive. During such period, no share transfers will be effected. In order to qualify for attending the Meeting, all transfer documents, accompanied by the relevant share certificates, must be lodged with the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on 21 May 2021.
9. The transfer books and register of members of the Company will be closed from 3 June 2021 to 4 June 2021, both days inclusive. During such period, no share transfers will be effected. In order to qualify for the proposed final dividend, all transfer documents, accompanied by the relevant share certificates, must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration no later than 4:30 p.m. on 2 June 2021.
10. Details of each of the retiring directors proposed to be re-elected as a Director at the Meeting are set out in Appendix II to this circular.
11. A form of proxy for use at the Meeting is enclosed.

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PRECAUTIONARY MEASURES FOR THE AGM

The health of our shareholders, staff and stakeholders is of paramount importance to us. In view of the ongoing Novel Coronavirus (COVID-19) pandemic, the Company will implement the following precautionary measures at the AGM to protect attending Shareholders, staff and stakeholders from the risk of infection:

1. Compulsory body temperature checks will be conducted for every Shareholder, proxy or other attendee at each entrance of the meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the meeting venue or be required to leave the meeting venue.
2. The Company encourages each attendee to wear a surgical face mask throughout the meeting and inside the meeting venue, and to maintain a safe distance between seats.
3. No refreshment will be served.
4. Each attendee may be asked whether (a) he/she travels outside of Hong Kong within the 14-day period immediately before the AGM; and (b) he/she is subject to any Hong Kong Government prescribed quarantine. Anyone who responds positively to any of these questions may be denied entry into the meeting venue or be required to leave the meeting venue.

In addition, the Company reminds all Shareholders that physical attendance at the meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the meeting as their proxy to vote on the relevant resolution(s) at the meeting instead of attending the meeting in person, by completing and returning the proxy form attached to this document.

If any Shareholder has any question relating to the meeting, please contact Tricor Investor Services Limited, the Company's share registrar as follows:

Tricor Investor Services Limited

Level 54, Hopewell Centre,

183 Queen's Road East, Hong Kong

Email: [e-mail]

Tel: [phone]

Fax: [phone]

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