China Yongda Automobile Services Hldg : PLACING OF EXISTING SHARES AND TOP-UP SUBSCRIPTION OF NEW SHARES UNDER THE GENERAL MANDATE

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 is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities. This announcement is not an offer to sell or the solicitation of an offer to buy securities in the United States of America. Neither this announcement nor any copy hereof may be taken into or distributed, directly or indirectly, in or into the United States of America. The securities referred to herein will not be registered under the United States Securities Act of 1993 (the "Securities Act") and may not be offered or sold in the United States of America except pursuant to registration or an applicable exemption from the registration requirements of the Securities Act. The Company does not intend to make any public offering of securities in the United States of America.

China Yongda Automobiles Services Holdings Limited

( 中國永達汽車服務控股有限公司 )

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03669) PLACING OF EXISTING SHARES AND TOP-UP SUBSCRIPTION OF NEW SHARES UNDER THE GENERAL MANDATE Placing Agents

(in alphabetical order)

On May 12, 2017, Hong Kong time (before trading hours of the Stock Exchange), the Subscriber, the Company and the Placing Agents entered into the Placing and Subscription Agreement pursuant to which (i) each of the Placing Agents has agreed to act as agent for the Subscriber to place, failing which to purchase itself, and the Subscriber has agreed to sell, a total of 135,000,000 existing Placing Shares to not less than six Placees who and whose ultimate beneficial owners will be third parties independent of and not acting in concert (as defined under the Takeovers Code) with the Subscriber, the Company and their respective associates and connected persons, at the Placing Price of HK$6.58 per Placing Share; and (ii) the Subscriber has conditionally agreed to subscribe for 135,000,000 new Subscription Shares at the Subscription Price of HK$6.58 per Subscription Share. The Placing Shares represent, in aggregate, (i) approximately 9.07% of the issued share capital of the Company of 1,488,347,278 Shares as at the date of this announcement; and (ii) approximately 8.32% of the issued share capital of the Company as enlarged by the Subscription and the allotment and issue of the Subscription Shares as a result of the Subscription (assuming there is no other change in the issued share capital of the Company).

The Subscription is conditional upon (i) the Listing Committee granting the listing of, and permission to deal in, the Subscription Shares; (ii) completion of the Placing; and (iii) the Executive granting the Waiver to the Subscriber. The net proceeds (after deducting the Company's share of the Placing Agents' commission, and other expenses incurred in the Placing and the Subscription) from the Subscription will be approximately HK$879,847,000. The Company intends to use the net proceeds for (1) further expansion of its dealership network, mainly by way of acquisition or establishment of new 4S dealerships with an aim to consolidate the leading position of the Company in Eastern China region, and to further expand into Central and Western China regions with continual focus on ultra-luxury and luxury brands, (2) further expansion of the automobile financing business, and (3) general working capital purposes, subject to change in market conditions.

THE PLACING AND SUBSCRIPTION AGREEMENT Date

May 12, 2017, Hong Kong time (before trading hours of the Stock Exchange).

Parties Involved

The Company, the Subscriber and the Placing Agents.

The Subscriber

As at the date of the Placing and Subscription Agreement, the Subscriber beneficially owns 267,080,000 Shares, including the Placing Shares, representing approximately 17.94% of the Shares in issue as at the date of this announcement. The Subscriber is wholly owned by Mr. Cheung.

Placing and Subscription

Each of the Placing Agents has severally agreed to act as agent to the Subscriber to place, failing which to purchase itself, the Placing Shares at the Placing Price.

To the best of the knowledge, information and belief of the Directors, having made all reasonable enquiries, each of the Placing Agents and its ultimate beneficial owner is independent of and not connected with the Subscriber, the Company and their respective associates and connected persons, and is not acting in concert with the Subscriber (or parties acting in concert with it) or its associates.

Pursuant to the Placing and Subscription Agreement, the Subscriber has agreed to: (i) sell, through the Placing Agents, 135,000,000 Placing Shares to the Placees at a price of HK$6.58 per Placing Share; and (ii) subscribe for the Subscription Shares at a price of HK$6.58 per Subscription Share.

Details of the Placing and the Subscription are set out below.

1. Placing

Placees

The Placing Agents have severally agreed to place the Placing Shares to not less than six Placees who and whose ultimate beneficial owners are third parties independent of and not acting in concert (as defined under the Takeovers Code) with the Subscriber, the Company and their respective associates and connected persons. Immediately after completion of the Placing, it is expected that none of the Placees will become a substantial shareholder of the Company.

Placing Shares

The Placing Shares represent, in aggregate: (i) approximately 9.07% of the existing issued share capital of the Company of 1,488,347,278 Shares as at the date of this announcement; and (ii) approximately 8.32% of the issued share capital of the Company as enlarged by the Subscription and the allotment and issue of the Subscription Shares as a result of the Subscription (assuming there is no other change in the issued share capital of the Company).

Rights of the Placing Shares

The Placing Shares will be sold free from all Encumbrances and together with all rights attaching thereto as at the Transaction Date, including the right to receive all dividends declared, made or paid on or after the Transaction Date.

As announced by the Company on March 28, 2017, the Board has resolved to propose for the distribution of a final dividend of HK$0.19 per Share for the year ended December 31, 2016. The final dividend is expected to be paid on or about June 30, 2017 (Friday) to the Shareholders whose names are listed in the register of members of the Company on June 2, 2017 (Friday). The Placing Shares will be eligible to receive such final dividend.

Lock Up Undertakings

Pursuant to the Placing and Subscription Agreement, the Subscriber has undertaken to the Placing Agents that (except for the sale of Placing Shares pursuant to the Placing and Subscription Agreement), for a period of 90 days from the date of the Placing and Subscription Agreement (the "Subscriber Lock-up Period"), it will not, and will procure that none of its nominees and companies controlled by it and trusts associated with it (whether individually or together and whether directly or indirectly) will, (i) offer, lend, pledge, issue, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Shares (including the Subscription Shares) or any interests therein beneficially owned or held by the Subscriber or any securities convertible into or exercisable or exchangeable for or substantially similar to any such Shares or interests; or (ii) enter into any swap or similar agreement that transfers, in whole or in part, the economic risk of ownership of Shares, whether any such transaction described in (i) or (ii) above is to be settled by delivery of Shares or such other securities, in cash or otherwise or (iii) announce any intention to enter into or effect any such transaction described in (i) or (ii) above, unless with the prior written consent of each of the Placing Agents.

This undertaking does not apply where the Subscriber uses the Shares as security (including a charge or a pledge) in favour of a financial institution for a bona fide commercial loan, provided that the Placing Agents shall review and be given sufficient time in advance to comment on any securities agreement(s) to be entered into in connection with such commercial loan. For the avoidance of doubt, the Subscriber Lock-up Period only refers to a period of 90 days after the date of the Placing and Subscription Agreement, and the Subscriber shall be free to take any of the actions set out in (i), (ii) or (iii) above with respect to the Shares upon the expiration of the Subscriber Lock-up Period.

Mr. Cheung Tak On, Mr. Cai Yingjie and Mr. Wang Zhigao, executive Directors of the Company, as well as Mr. Gu Mingchang, one of the substantial shareholders of the Company (as defined in the Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong), have agreed to be subject to a similar lock-up undertaking.

The Company has undertaken to the Placing Agents, and the Subscriber has undertaken to the Placing Agents to procure, that for a period of 90 days from the date of the Placing and Subscription Agreement, the Company will not, except for the Subscription Shares and save pursuant to (1) the terms of any employee share option scheme of the Company; (2) the term of convertible bonds of the Company in issue as of the date of the Placing and Subscription Agreement; or (3) bonuses or scrip dividend or similar arrangements which provide for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with its articles of association, (i) allot or issue or offer to allot or issue or grant any option, right or warrant to subscribe for (either conditionally or unconditionally, or directly or indirectly, or otherwise) any Share(s) or any interests in Shares or any securities convertible into or exercisable or exchangeable for or substantially similar to Shares or interest in Shares; or (ii) agree (conditionally or unconditionally) to enter into or effect any such transaction with the same economic effect as any of the transactions described in (i) above; or (iii) announce any intention to enter into or effect any such transaction described in (i) or (ii) above, unless with the prior written consent of each of the Placing Agents.