Yida China : Connected Transaction - Subscription of New Shares by A Connected Person under Specific Mandate

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This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

YIDA CHINA HOLDINGS LIMITED

億 達 中 國 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3639)

CONNECTED TRANSACTION

SUBSCRIPTION OF NEW SHARES

BY A CONNECTED PERSON UNDER SPECIFIC MANDATE

THE SUBSCRIPTION

The Board is pleased to announce that on 17 August 2017, the Company and the Subscriber entered into the Subscription Agreement pursuant to which the Subscriber conditionally agreed to subscribe for and the Company conditionally agreed to allot and issue the Subscription Shares in cash at the Subscription Price of HK$2.3 per Share.

The Subscription Shares represent (i) approximately 13.12% of the issued share capital of the Company as at the date of the Subscription Agreement; and (ii) 11.60% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares.

The Subscription Price represents (i) a premium of approximately 1.77% to the closing price of HK$2.26 per Share on the Last Trading Day as quoted on the Stock Exchange; (ii) a premium of approximately 1.77% to the average closing price of approximately HK$2.26 per Share for the last five consecutive trading days (including and up to the Last Trading Day) as quoted on the Stock Exchange; and (iii) a premium of approximately 1.77% to the average closing price of approximately HK$2.26 per Share for the last 10 consecutive trading days (including and up to the Last Trading Day) as quoted on the Stock Exchange.

The Subscription Shares will be issued by the Company under the Specific Mandate. An application will be made by the Company to the Stock Exchange for the listing of, and permission to deal in, the Subscription Shares on the main board of the Stock Exchange.

The gross proceeds from the Subscription are estimated to be approximately HK$779,999,000. The net proceeds from the Subscription are estimated to be approximately HK$779,499,000, which is intended to be used by the Company for potential acquisition of new property development or business park projects in the PRC and for working capital and general corporate purposes.

IMPLICATIONS UNDER THE LISTING RULES

The Subscriber is an indirect wholly owned subsidiary of CMIG Jiaye, a controlling shareholder of the Company, and therefore a connected person under Chapter 14A of the Listing Rules. Accordingly, the Subscription constitutes a connected transaction of the Company under the Listing Rules and is subject to the reporting, announcement and Independent Shareholders' approval requirements under Chapter 14A of the Listing Rules.

The Company will at the EGM seek approval for the Subscription Agreement and the transaction contemplated thereunder. Save for Jiayou International, which is a controlling shareholder of the Company and together with the Subscriber are indirect wholly owned subsidiaries of CMIG Jiaye, and its associates, no Shareholder has a material interest in the Subscription. As such, save for the Jiayou International, no Shareholder is required to abstain from voting for the resolution to approve the Subscription at the EGM.

The Independent Board Committee comprising all the independent non-executive Directors has been formed to advise the Independent Shareholders on the Subscription Agreement. The Company has appointed an independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

The circular containing, among other things, further details of the Subscription Agreement, a letter of advice from the Independent Board Committee to the Independent Shareholders, a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Subscription Agreement is expected to be despatched by the Company to the Shareholders on or before 18 September 2017.

THE SUBSCRIPTION

On 17 August 2017, the Company and the Subscriber entered into the Subscription Agreement. The principal terms are set out below:

Date

17 August 2017

Parties

1. the Company; and

2. the Subscriber.

Subscription Shares

Pursuant to the Subscription Agreement, the Company conditionally agreed to allot and issue, and the Subscriber conditionally agreed to subscribe for, the Subscription Shares at the Subscription Price.

The Subscription Shares represent (i) approximately 13.12% of the issued share capital of the Company as at the date of the Subscription Agreement; and (ii) 11.60% of the issued share capital of the Company as enlarged by the allotment and issue of the Subscription Shares.

Subscription Price

The Subscription Price is HK$2.3 per Subscription Share. The Subscription Price represents:

1. a premium of approximately 1.77% over the closing price of HK$2.26 per Share as quoted on the Stock Exchange on the Last Trading Day;

2. a premium of approximately 1.77% over the average closing price per Share of HK$2.26 for the last five consecutive trading days up to and including the Last Trading Day; and

3. a premium of approximately 1.77% over the average closing price per Share of HK$2.26 for the last 10 consecutive trading days up to and including the Last Trading Day.

The Subscription Price was arrived at after arm's length negotiations between the Company and the Subscriber with reference to the recent trading performance of the Shares and the business prospects of the Group. The Directors consider that the Subscription Price and the terms of the Subscription Agreement are fair and reasonable and are in the interests of the Company and the Shareholders as a whole.

Payment terms

The Subscriber shall pay the total Subscription Price of HK$779,999,000 through bank wire transfer on the date of Completion.

Conditions precedent to Completion

Completion is conditional upon the following conditions being fulfilled or waived (as the case may be):

1. the passing of the resolution(s) at the EGM by the Independent Shareholders to approve the Subscription Agreement and the transactions contemplated thereunder, including the granting of the Specific Mandate to the Directors to allot and issue the Subscription Shares;

2. the Listing Committee of the Stock Exchange having granted the listing of, and permission to deal in, the Subscription Shares on the main board of the Stock Exchange and such permission not having been revoked or withdrawn;

3. dealings in the Shares on the main board of the Stock Exchange not having been suspended for more than seven consecutive trading days during the period from the date of the Subscription Agreement to the date of Completion (both dates inclusive), except where the suspension of dealings in the Shares relates to the Subscription Agreement or the transactions contemplated thereunder;

4. the Company not having received written notice from the Stock Exchange indicating that the listing of the Shares on the Stock Exchange would be suspended, revoked or withdrawn immediately after Completion due to the Subscription Agreement and/or the transactions contemplated thereunder;

5. the Company will not, due to the Subscription Agreement and/or the transactions contemplated thereunder, violate the minimum public float requirement under the Listing Rules;

6. save for condition (b) above, the Company having obtained all necessary consent, permit, approval, registration, filing, notice, confirmation, authorisation or waiver (including but not limited to those provided by the Hong Kong Securities and Futures Commission, the Stock Exchange or any other third party (if applicable)) in relation to the Subscription Agreement and/or the transactions contemplated thereunder, and such consent, permit, approval, registration, filing, notice, confirmation, authorisation or waiver not having been revoked or withdrawn;

7. the Company not being or not being deemed by the Stock Exchange as a cash company (as defined under Rule 14.82 of the Listing Rules) under the Listing Rules;

8. the representations, warranties and undertakings given by the Company under the Subscription Agreement remaining true and accurate in all material respects;

9. the Company having fulfilled its obligations under the Subscription Agreement in all material respects;

10. the representations, warranties and undertakings given by the Subscriber under the Subscription Agreement remaining true and accurate in all material respects; and

11. the Subscriber having fulfilled its obligations under the Subscription Agreement in all material respects.

The Company shall use its best endeavour to fulfill all the Conditions (save for Conditions (j) and (k)). The Subscriber shall use its best endeavour to fulfill Conditions (j) and (k). The Subscriber may waive all the Conditions (save for Conditions (a), (b), (d), (e), (f) and (g) above) in whole or in part. The Company may waive Conditions (j) and (k) above.

If any of the Conditions is not fulfilled or waived (as applicable) on or before the Long Stop Date, the Subscription Agreement shall lapse and all the rights and obligations under the Subscription Agreement shall cease, save for any rights or obligations which may accrue prior to the date of such lapse.