China VAST Industrial Urban Dev : PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND P20170427ROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW 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 China VAST Industrial Urban Development Company 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.

China VAST Industrial Urban Development Company Limited

中國宏泰產業市鎮發展有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 6166) PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of China VAST Industrial Urban Development Company Limited to be held at 2401-2402, 24/F., Admiralty Centre 1, 18 Harcourt Road, Hong Kong, on Friday, 23 June 2017 at 3:30 p.m. is set out on pages 11 to 14 of this circular. A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.vastiud.com).

Whether or not you are able to attend the Annual General Meeting, please complete and sign the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M 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 Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the Annual General Meeting if they so wish.

28 April 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

1. Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

2. Proposed Granting of General Mandate to Repurchase Shares . . . . . . . . . . . . . . . . 4

3. Proposed Granting of General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . 4

4. Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . 5

6. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

7. General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Appendix I - Details of the Retiring Directors Proposed to be Re-elected at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . 6 Appendix II - Explanatory Statement on the Share Repurchase Mandate . . . . . . . . . . . 8 Notice of Annual General Meeting 11

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

"Annual General Meeting" an annual general meeting of the Company to be held at

2401-2402, 24/F., Admiralty Centre 1, 18 Harcourt Road, Hong Kong, on Friday, 23 June 2017 at 3:30 p.m., to consider and, if appropriate, to approve the resolutions contained in the notice of the meeting which is set out on pages 11 to 14 of this circular, or any adjournment thereof

"Articles of Association" the articles of association of the Company currently in

force

"Board" the board of Directors

"Company" China VAST Industrial Urban Development Company Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

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

"HK$" Hong Kong dollars, the lawful currency of Hong Kong

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

"Issuance Mandate" a general mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or deal with additional Shares of not exceeding 20% of the total number of the issued Shares of the Company as at the date of passing of the relevant resolution by the Shareholders

"Latest Practicable Date" 24 April 2017, being the latest practicable date prior to the

printing of this circular for ascertaining certain information in this circular

"Listing Rules" the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

"SFO" the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong

"Share Repurchase Mandate" a general mandate proposed to be granted to the Directors

to purchase Shares on the Stock Exchange of not exceeding 10% of the total number of the issued Shares of the Company as at the date of passing of the relevant resolution by the Shareholders

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

"Share(s)" ordinary share(s) of HK$0.10 each in the capital of the Company

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Takeovers Code" The Code on Takeovers and Mergers approved by the Securities and Futures Commission as amended from time to time

"%" per cent

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