Yi Hua : PROPOSALS FOR DECLARATION OF FINAL DIVIDEND AND SCRIP DIVIDEND SCHEME; PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; PROPOSED RE-ELECTION OF RETIRING DIRECTORS; AND NOTICE OF THE ANNUAL

If you are in any doubt as to any aspect of this circular or as to the action you should take, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Yi Hua Holdings Limited (the "Company"), you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank manager, licensed securities dealer or registered institution in securities or other agent through whom the sale 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.

Yi Hua Holdings Limited

益 華 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2213) PROPOSALS FOR DECLARATION OF FINAL DIVIDEND AND SCRIP DIVIDEND SCHEME; PROPOSED GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; PROPOSED RE-ELECTION OF RETIRING DIRECTORS; AND NOTICE OF THE ANNUAL GENERAL MEETING

A notice convening an annual general meeting (the "AGM") of the Company to be held at 5/F, Euro Trade Centre, 13-14 Connaught Road Central, Hong Kong on Friday, 16 June 2017 at 2:30 p.m. is set out in Appendix III to this circular. A form of proxy for use at the AGM is enclosed with this circular.

Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the office of the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 22, 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 the holding of the AGM (i.e. no later than Wednesday, 14 June 2017 at 2:30 p.m. (Hong Kong Time)) or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the AGM if they so wish.

16 May 2017

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Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

1. Proposed Declaration of Final Dividend and Scrip Dividend Scheme . . . . . . . . . . . . . . . . . . . 5

2. Proposed Granting of the Issue and Repurchase Mandates . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

3. Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

5. AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

6. Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

7. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

8. Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8

Appendix I - Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . . . . . . . . 9 Appendix II - Details of the Retiring Directors Proposed to be Re-elected at the AGM 13 Appendix III - Notice of the AGM 19

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

"AGM" the annual general meeting of the Company to be held at 5/F, Euro Trade Centre, 13-14 Connaught Road Central, Hong Kong on Friday, 16 June 2017 at 2:30 p.m., the notice of which is set out in Appendix III to this circular

"Articles of Association" the articles of association of the Company currently in force "Board" the board of Directors

"Business Day" a day (other than a Saturday, Sunday or public holiday) on which

licensed banks in Hong Kong are generally open for business throughout their normal business hours

"Company" Yi Hua Holdings Limited (益華控股有限公司), an exempted company incorporated in the Cayman Islands with limited liability whose issued Shares are listed on the Main Board of the Stock Exchange

"Director(s)" the director(s) of the Company from time to time

"Final Dividend" the proposed final dividend of HK$0.05 per Share in respect of the

year ended 31 December 2016

"Group" the Company and its subsidiaries

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

"Issue Mandate" the general mandate as defined in paragraph 3(a) of the letter from

the Board in this circular

"Latest Practicable Date" 11 May 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

"Memorandum of Association"

the memorandum of association of the Company currently in force

"Old Share(s)" ordinary share(s) of par value of HK$0.01 each in the share capital of the Company prior to the Share Subdivision becoming effective

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"PRC" the People's Republic of China, which for the purpose of this circular only, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

"Record Date" Friday, 23 June 2017, being the record date for determining entitlements of the Shareholders to the Final Dividend

"Repurchase Mandate" the general mandate as defined in paragraph 3(b) of the letter from

the Board in this circular

"Scrip Dividend Scheme" the scrip dividend scheme proposed by the Board and announced in

the announcement of the Company dated 30 March 2017 relating to the annual results of the Group for the year ended 31 December 2016 which offers Shareholders a scrip alternative whereby Shareholders may elect to receive the Final Dividend wholly or partly by the allotment of new Shares credited as fully paid in lieu of cash

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

"Share(s)" the ordinary share(s) of HK$0.005 each in the share capital of the Company upon the Share Subdivision becoming effective

"Share Subdivision" the subdivision of every one (1) issued and unissued Old Share into

two (2) Shares, which became effective on 10 May 2017 and details of which are set out in the circular and the announcement of the Company dated 19 April 2017 and 9 May 2017, respectively

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

"Shunyi Industrial" 中山市順益實業發展有限公司(Zhongshan Shunyi Industrial

Development Limited#), a company established in the PRC with limited liability, which, as at the Latest Practicable Date, was owned as to 90% by Mr. Chen Daren, a Director and controlling Shareholder, and 10% by Mr. Chen Zhengtao, a Director

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Takeovers Code" the Codes on Takeovers and Mergers and Share Buy-backs

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