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

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Yida China Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or to the transferee or to the bank, stockbroker 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.

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

AND

NOTICE OF EGM

Independent Financial Adviser

to the Independent Board Committee and the Independent Shareholders

A notice convening the extraordinary general meeting (the ''EGM'') of Yida China Holdings Limited (the ''Company'') to be held at Business Centre Executive Boardroom, Level 7, Island Shangri-La, Pacific Place, Supreme Court Road, Central, Hong Kong on Friday, 15 September 2017 at 10 a.m., is set out on pages 32 to 33 of this circular. A form of proxy for use at the EGM is enclosed with this circular.

Whether or not you are able to attend the EGM, please complete and sign the accompanying 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, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the EGM or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

31 August 2017

Page

Definitions ........ ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

Letter from the Board .... ........ ....... ....... ........ ....... ........ ....... ....... 4

Letter from the Independent Board Committee 12

Letter from Gram Capital 13

Appendix I - General Information 25

Notice of EGM 32

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

''Announcement'' the announcement of the Company dated 17 August 2017 in

relation to, among other things, the Subscription

''associate(s)'' has the meaning ascribed to it under the Listing Rules

''Board'' the board of directors of the Company

''Business Day'' a day (other than a Saturday or Sunday or public holiday) on which licensed banks in Hong Kong are open for business during their normal business hours

''CMIG Jiaye'' China Minsheng Jiaye Investment Co., Ltd, a controlling shareholder of the Company

''Company'' Yida China Holdings 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

''Completion'' completion of the Subscription

''connected person(s)'' has the meaning ascribed to it under the Listing Rules ''controlling shareholder(s)'' has the meaning ascribed to it under the Listing Rules ''Director(s)'' the director(s) of the Company

''EGM'' the extraordinary general meeting of the Company to be convened for the purpose of considering and if thought fit, approving, among other things, the Subscription Agreement and the transactions contemplated thereunder, including the grant of Specific Mandate

''Group'' the Company and its subsidiaries

''HK$'' Hong Kong dollar, the lawful currency of Hong Kong

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

''Independent Board Committee''

an independent board committee, comprising all the independent non-executive Directors, namely Mr. Yip Wai Ming, Mr. Guo Shaomu, Mr. Wang Yinping and Mr. Han Gensheng

''Independent Financial Adviser'' or ''Gram Capital''

Gram Capital Limited, a licensed corporation to carry out Type 6 (advising on corporate finance) regulated activities under the SFO, and being the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Subscription

''Independent Shareholders'' Shareholders other than (1) Jiayou International and its

associates; or (2) those who have a material interest in the Subscription or are required by the Listing Rules to abstain from voting on the resolution approving the Subscription, the allotment and issue of the Subscription Shares and other transactions contemplated under the Subscription Agreement

''Jiayou International'' Jiayou (International) Investment Limited, a controlling

shareholder of the Company and an indirect wholly owned subsidiary of CMIG Jiaye

''Last Trading Day'' 16 August 2017, being the day immediately preceding the date

of the Subscription Agreement

''Latest Practicable Date'' 29 August 2017, being the latest practicable date prior to the

printing of this circular for ascertaining certain information contained in this circular

''Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange

''Long Stop Date'' 31 December 2017 (or such later date as the Company and the

Subscriber may agree in writing)

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

''Shareholders'' holder(s) of the Share(s)

''Shares'' ordinary shares of the Company

''Specific Mandate'' the specific mandate for the allotment and issue of the

Subscription Shares, which is subject to approval by the Independent Shareholders voting by way of poll at the EGM

''Stock Exchange'' The Stock Exchange of Hong Kong Limited