China Yongda Automobile Services Hldg : NOTICE OF EXTRAORDINARY GENERAL MEETING

189603 Eng.indd

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China Yongda Automobiles Services Holdings Limited

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03669) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE IS HEREBY GIVEN THAT the extraordinary general meeting (the "Extraordinary General Meeting") of China Yongda Automobiles Services Holdings Limited (the "Company") will be held at Yongda International Tower, 2277 Longyang Road, Pudong New Area, Shanghai, PRC on Monday, June 20, 2016 at 10 a.m. to consider and, if thought fit, pass, with or without modifications, the following resolutions as ordinary resolutions. Unless otherwise indicated, capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company dated June 2, 2016 (the "Circular"):- ORDINARY RESOLUTIONS

1. "THAT

2. the following agreements (collectively, the "Asset Restructuring Agreements"), copies of which are tabled at the extraordinary general meeting and marked "A", "B", "C" and "D", respectively, and initialled by the chairman of the meeting for identification purpose:

3. the Share Issuance and Asset Purchase Agreement dated April 14, 2016 entered into between Shanghai Yongda Investment Holdings Group Company Limited ( 上海永達 投資控股集團有限公司 ) ("Yongda Investment") and Suzhou Yangtze New Materials Co., Ltd. ( 蘇州揚子江新型材料股份有限公司 ) (the "A-share Listco");

4. the Share Transfer Agreement dated April 14, 2016 entered into between Shanghai Qinshuolai Investment Co., Ltd. ( 上海勤碩來投資有限公司 ) and Yongda Investment;

5. the Material Asset Disposal Agreement dated April 14, 2016 entered into between Yongda Investment, the A-share Listco and Mr. Hu Weilin ( 胡衛林 ); and

6. the Profit Compensation Agreement dated April 14, 2016 entered into between Yongda Investment and the A-share Listco,

   and the transactions contemplated thereunder be and are hereby approved, ratified and confirmed; and

7. the directors of the Company ("Directors") be and are hereby authorised to exercise all powers which they consider necessary and do such other acts and things and execute such other documents as they shall think fit to implement the transactions contemplated under each of the Assets Restructuring Agreements."

8. "THAT subject to the relevant regulatory approvals being obtained in Hong Kong and the PRC,

9. the proposed spin-off of Shanghai Yongda Automobile Group Co., Ltd. ( 上海永達汽 車集團有限公司 ) by way of a separate listing on the Shenzhen Stock Exchange (the "Proposed Spin-off") and all relevant documents or agreements in connection therewith or contemplated thereunder be and are hereby approved; and

10. the Directors be and are hereby authorised to implement the Proposed Spin-off and to do all such acts and to enter into all such transactions, arrangements and agreements as may be necessary or expedient in order to give full effect to the Proposed Spin-off, including, without limitation, the internal restructuring of the Company and the asset restructuring of the A-share Listco (as described in the Circular)."

By order of the Board

China Yongda Automobiles Services Holdings Limited Cheung Tak On

Chairman

PRC, June 2, 2016 Registered office:	Corporate Headquarter:	Principal place of business in
190 Elgin Avenue George Town Grand Cayman KY1-9005 Cayman Islands	299 Ruijin Nan Road Huangpu District Shanghai PRC	Hong Kong: Unit 5708, 57/F, The Center 99 Queen's Road Central Hong Kong
Notes:

1. A shareholder entitled to attend and vote at the Extraordinary General 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 of the Company 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 Hong Kong share registrar of the Company, 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 Extraordinary General 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 Extraordinary General Meeting (or any adjourned meeting thereof) if they so wish.

4. Shareholders whose names appear on the register of members of the Company at the close of business on June 17, 2016 Friday (the "Record Date") will be entitled to attend the Extraordinary General Meeting. In order to qualify for attending and voting at the Extraordinary General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at Shops 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong not later than 4:30 p.m. on the Record Date.

5. Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in the notice of the Extraordinary General Meeting will be taken by poll, except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

As at the date of this notice, the Board comprises (i) four executive directors, namely Mr. Cheung Tak On, Mr. Cai Yingjie, Mr. Xu Yue and Ms. Chen Yi; (ii) two non-executive directors, namely Mr. Wang Zhigao and Mr. Wang Liqun; and (iii) three independent non-executive directors, namely Mr. Lyu Wei, Mr. Chen Xianglin and Ms. Zhu Anna Dezhen.