Yida China : RENEWAL OF GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES, RE-ELECTION OF RETIRING DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker, a licensed securities dealer or other registered institution 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, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the 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)

RENEWAL OF GENERAL MANDATES TO ISSUE SHARES AND TO

BUY BACK SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Yida China Holdings Limited to be held at Boardroom, Level 10, Yida Square, No. 93 Dongbei Road, Shahekou District, Dalian, Liaoning Province, PRC on Tuesday, 1 June 2021 at 10:00 a.m. is set out on pages 18 to 22 of this circular.

A form of proxy for use at the Annual General Meeting is also enclosed. Such form of proxy is also published on the website of the Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.yidachina.com). Whether or not you are able to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting. Completion and return of the form of proxy will not preclude shareholders from attending and voting at the Annual General Meeting if you so wish. If you attend and vote at the meeting, the authority of your proxy will be revoked.

30 April 2021

	CONTENTS
		Page
Definitions . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Appendix I	- Explanatory Statement on the Share Buy-back Mandate . . . . . .	8
Appendix II	- Details of the Directors Proposed to be Re-elected at
	the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

- i -

DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held
	at Boardroom, Level 10, Yida Square, No. 93 Dongbei
	Road Shahekou District, Dalian, Liaoning Province,
	PRC on Tuesday, 1 June 2021 at 10:00 a.m. or any
	adjournment thereof, the notice of which is set out on
	pages 18 to 22 of this circular
"Articles of Association"	the articles of association of the Company, adopted on
	1 June 2014 and effective from 27 June 2014 and as
	amended from time to time
"Board"	the board of Directors
"Cayman Companies Law"	the Companies Law, Cap. 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands
"China" or "PRC"	the People's Republic of China
"Company"	Yida China Holdings Limited （億達中國控股有限公司）,
	an exempted company incorporated in the Cayman
	Islands with limited liability on 26 November 2007,
	with its Shares listed on the Main Board of the Stock
	Exchange
"Director(s)"	the director(s) of the Company
"General Mandate"	a general and unconditional mandate to be granted to
	the Directors to allot, issue and/or deal with Shares not
	exceeding 20% of the total number of Shares in issue
	as at the date of passing of the relevant resolution
	granting such mandate
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Latest Practicable Date"	23 April 2021, being the latest practicable date prior to
	the printing of this circular for the purpose of
	ascertaining certain information contained in this
	circular

- 1 -

	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on the
	Stock Exchange, as amended from time to time
"RMB"	Renminbi, the lawful currency of the PRC
"SFO"	the Securities and Futures Ordinance (Chapter 571 of
	the Laws of Hong Kong) as amended, supplemented or
	otherwise modified from time to time
"Share(s)"	ordinary share(s) of US$0.01 each of the Company
"Share Buy-back Mandate"	a general and unconditional mandate to be granted to
	the Directors to exercise the power of the Company to
	buy back Shares not exceeding 10% of the total
	number of Shares in issue as at the date of passing of
	the relevant resolution granting such mandate
"Shareholder(s)"	the holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Codes on Takeovers and Mergers and Share
	Buy-backs
"%"	per cent

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LETTER FROM THE BOARD

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)

Executive Directors:	Registered Office
Mr. Jiang Xiuwen	Cricket Square
(Chairman and Chief Executive Officer)	Hutchins Drive
	P.O. Box 2681
Non-executive Directors:	Grand Cayman KY1-1111
Mr. Wang Gang	Cayman Islands
Mr. Zhang Xiufeng
Mr. Cheng Xuezhi	Headquarter in the PRC
Mr. Ni Jie	5/F, People's Insurance Mansion
	No. 8, Fuyou Road
Independent Non-executive Directors:	Huangpu District Shanghai
Mr. Yip Wai Ming	PRC
Mr. Guo Shaomu
Mr. Wang Yinping	Principal place of business in
Mr. Han Gensheng	Hong Kong
	Suite 1215
	Two Pacific Place
	88 Queensway
	Admiralty
	Hong Kong
	Hong Kong, 30 April 2021
To the Shareholders
Dear Sir or Madam,

RENEWAL OF GENERAL MANDATES TO ISSUE SHARES AND TO

BUY BACK SHARES,

RE-ELECTION OF RETIRING DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you the notice of the Annual General Meeting and the information in respect of the resolutions to be proposed at the Annual General Meeting including (i) the renewal of the General Mandate and

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LETTER FROM THE BOARD

the Share Buy-back Mandate; (ii) the extension of the General Mandate to include Shares bought back pursuant to the Share Buy-back Mandate; and (iii) the re-election of the retiring Directors.

RENEWAL OF GENERAL MANDATES TO ISSUE SHARES AND TO BUY BACK SHARES

At the annual general meeting of the Company held on 15 June 2020, resolutions were passed giving general mandates to the Directors (i) to allot, issue and deal with Shares not exceeding 20% of the total number of Shares in issue immediately on the date of passing of the resolution regarding the grant of the General Mandate; (ii) to buy back Shares not exceeding 10% of the total number of Shares in issue on the date of the passing of the resolution regarding the grant of the Share Buy-back Mandate; and (iii) to extend the general mandate of (i) above to include Shares bought back pursuant to the general mandate of (ii) above. Such general mandates will expire at the conclusion of the forthcoming Annual General Meeting.

At the Annual General Meeting, the following ordinary resolutions will be proposed:

1. to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue and deal with Shares not exceeding 20% of the total number of Shares in issue as at the date of passing the resolution. The General Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by the Articles of Association or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company. Based on 2,583,970,000 Shares in issue as at the Latest Practicable Date and assuming no further Shares will be issued or bought back prior to the date of the Annual General Meeting, the Directors will be authorised to issue up to 516,794,000 Shares under the General Mandate;
2. to grant the Share Buy-back Mandate to the Directors to exercise all powers of the Company to buy back issued Shares subject to the criteria set out in this circular. Under such Share Buy-back Mandate, the maximum number of Shares that the Company may buy back shall not exceed 10% of the total number of Shares in issue as at the date of passing the resolution. As at the Latest Practicable Date, the number of Shares in issue was 2,583,970,000 Shares. Subject to the passing of the proposed ordinary resolution approving the grant of the Share Buy-back Mandate and assuming no further Shares are issued or bought back

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LETTER FROM THE BOARD

prior to the Annual General Meeting, the Company would be allowed under the Share Buy-back Mandate to buy back a maximum of 258,397,000 Shares, being 10% of the total number of Shares in issue as at the date of passing of the resolution in relation thereto. The Share Buy-back Mandate will end on the earliest of the date of the next annual general meeting, the date by which the next annual general meeting of the Company is required to be held by the Articles of Association or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders at a general meeting of the Company; and

1. subject to the passing of the aforesaid ordinary resolutions granting the General Mandate and the Share Buy-back Mandate, to extend the number of Shares to be issued and allotted under the General Mandate by an additional number representing such number of Shares bought back under the Share Buy-back Mandate.

In accordance with the Listing Rules, an explanatory statement is set out in Appendix I to this circular to provide you with requisite information reasonably necessary to enable you to make an informed decision on whether to vote for or against the proposed resolution to renew the grant of the Share Buy-back Mandate at the Annual General Meeting.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 83(3) and 84(1)(2) of the Articles of Association, Mr. Zhang Xiufeng, Mr. Cheng Xuezhi and Mr. Ni Jie, each a non-executive Director, and Mr. Yip Wai Ming, Mr. Wang Yinping and Mr. Han Gensheng, each an independent non-executive Director, shall retire and being eligible, have offered themselves for re-election at the Annual General Meeting.

The Nomination Committee considered that in view of their diverse and different educational backgrounds and professional knowledge and experience as set out in Appendix II to this circular, Mr. Zhang Xiufeng, Mr. Cheng Xuezhi and Mr. Ni Jie as non-executive Directors, and Mr. Yip Wai Ming, Mr. Wang Yinping and Mr. Han Gensheng as independent non-executive Directors will bring valuable perspectives, knowledge, skills and experiences to the Board for its efficient and effective functioning and their appointments will contribute to the diversity (in particular in terms of skills) of the Board appropriate to the requirements of the Company's business. The Nomination Committee has assessed and reviewed the annual confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules of Mr. Yip Wai

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LETTER FROM THE BOARD

Ming, Mr. Wang Yinping and Mr. Han Gensheng, and re-affirmed the independency of each of Mr. Yip Wai Ming, Mr. Wang Yinping and Mr. Han Gensheng.

At the Annual General Meeting, ordinary resolutions will be proposed to re-elect Mr. Zhang Xiufeng, Mr. Cheng Xuezhi and Mr. Ni Jie as non-executive Directors, and Mr. Yip Wai Ming, Mr. Wang Yinping and Mr. Han Gensheng as independent non-executive Directors.

The biographical details of the above named Directors who are subject to re-election at the Annual General Meeting are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

ANNUAL GENERAL MEETING

Set out on pages 18 to 22 of this circular is the notice of Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve (i) the renewal of the grant the General Mandate and the Share Buy-back Mandate to the Directors; (ii) the extension of the General Mandate to include Shares bought back pursuant to the Share Buy-back Mandate; and (iii) the re-election of the retiring Directors.

A form of proxy for use at the Annual General Meeting is enclosed. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk) and the Company (www.yidachina.com). Whether or not you are able to attend the Annual General Meeting, you are requested to complete the 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 at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time fixed for the holding of the Annual General Meeting. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked.

All resolutions will be put to vote by way of poll at the Annual General Meeting pursuant to Rule 13.39(4) of the Listing Rules. An announcement on the poll results will be made by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Group. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors consider that (i) the renewal of the grant of the General Mandate and the Share Buy-back Mandate to the Directors to issue and buy back Shares; (ii) the extension of the General Mandate to include Shares bought back pursuant to the Share Buy-back Mandate; and (iii) the re-election of the retiring Directors of the Company are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully

By order of the Board

Yida China Holdings Limited

Jiang Xiuwen

Chairman and Chief Executive Officer

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APPENDIX I	EXPLANATORY STATEMENT ON
	THE SHARE BUY-BACK MANDATE

This is an explanatory statement required by Rule 10.06(1)(b) of the Listing Rules to provide you with all the information reasonably necessary to enable all Shareholders to make an informed decision on whether to vote for or against the resolution to be proposed at the Annual General Meeting approving the Share Buy-back Mandate.

1. SHARES IN ISSUE

As at the Latest Practicable Date, there was a total of 2,583,970,000 Shares in issue. Subject to the passing of the resolution granting the Share Buy-back Mandate and on the basis that no further Shares are issued or bought back during the period from the Latest Practicable Date to the date of the Annual General Meeting, the Company will be allowed under the Share Buy-back Mandate to buy back a maximum of 258,397,000 Shares, being 10% of the total number of Shares in issue as at the date of the passing of the relevant resolution at the Annual General Meeting.

2. REASONS FOR SHARE BUY BACK

The Directors have no present intention to buy back any Shares but consider that the ability to do so would give the Company additional flexibility that would be beneficial to the Company and the Shareholders as a whole as such buy back may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets value of the Company and/or its earning per Share and will only be made when the Directors believe that such a buy back will benefit the Company and the Shareholders as a whole.

As compared with the financial position of the Company as at 31 December 2020 (as disclosed in its latest audited financial statements for the year ended 31 December 2020), the Directors consider that there would not be any material adverse impact on the working capital and on the gearing position of the Company in the event that the proposed buy back were to be carried out in full during the proposed buy back period. In the circumstances, the Directors do not propose to exercise the Share Buy-back Mandate to such an extent as would have a material adverse impact on the working capital or gearing ratio of the Company.

3. FUNDING OF BUY BACK

The Company is empowered by its Articles of Association to buy back its Shares. In buying back Shares, the Company may only apply funds legally available for such purpose in accordance with the Articles of Association, the Listing Rules and laws of the Cayman Islands and any other applicable laws. The laws of the Cayman Islands provide that payment for a share buy-back may only be made out of profits, share premium account or the proceeds of a new issue of Shares made for such purpose or subject to the Cayman Companies Law, out of capital of the Company. The amount of premium payable on buy back of Shares may only be paid out of either or both of the profits or the share premium account of the Company or subject to the Cayman Companies Law, out of capital of the Company.

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APPENDIX I	EXPLANATORY STATEMENT ON
	THE SHARE BUY-BACK MANDATE

In addition, under the laws of the Cayman Islands, payment out of capital by a company for the purchase by a company of its own shares is unlawful unless immediately following the date on which the payment is proposed to be made, the company shall be able to pay its debts as they fall due in the ordinary course of business. In accordance with the laws of the Cayman Islands, the shares so bought back would be treated as cancelled but the aggregate amount of authorised share capital would not be reduced.

4. EFFECT OF EXERCISING THE SHARE BUY-BACK MANDATE

There might be a material adverse impact on the working capital and/or gearing position of the Company as compared with the position disclosed in the most recent published audited accounts, in the event that the Share Buy-back Mandate was to be carried out in full at any time during the proposed buy back period. However, the Directors do not intend to exercise the Share Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing position of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

5. DIRECTORS, THEIR CLOSE ASSOCIATES AND CORE CONNECTED PERSONS

None of the Directors nor, to the best of their knowledge and belief having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), has any present intention to sell any Shares to the Company in the event that the Share Buy-back Mandate is granted by the Shareholders. No core connected person of the Company (as defined in the Listing Rules) has notified the Company that he/she/it has a present intention to sell Shares to the Company nor has he/she/it undertaken not to sell any of the Shares held by him/her/it to the Company in the event that the Share Buy-back Mandate is granted by the Shareholders.

6. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the powers of the Company to make buy backs pursuant to the Share Buy-back Mandate and in accordance with the Listing Rules, the Articles of Association and the laws of the Cayman Islands.

7. EFFECT OF TAKEOVERS CODE

A buy back of Shares by the Company may result in an increase in the proportionate interests of a substantial Shareholder in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, China Minsheng Jiaye Investment Co., Ltd. the controlling shareholder of the Company, was beneficially interested in 1,581,485,750 Shares, representing approximately

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APPENDIX I	EXPLANATORY STATEMENT ON
	THE SHARE BUY-BACK MANDATE

61.20% of the total number of Shares in issue. In the event that the Directors exercise in full the power to buy back the Shares which is proposed to be granted pursuant to the Share Buy-back Mandate, the shareholding of China Minsheng Jiaye Investment Co., Ltd. would be increased to approximately 68.00% of the then total number of Shares in issue. In the opinion of the Directors, such increase would not give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any buy-back of shares pursuant to the Share Buy-back Mandate. The Company has no intention to exercise the Share Buy-back Mandate to such extent that it would give rise to an obligation to make a mandatory offer under the Takeovers Code or result in the amount of Shares held by the public being reduced to less than 25% of the issued share capital of the Company.

8. SHARE BUY BACKS BY THE COMPANY

The Company had not bought back any Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

9. SHARE PRICES

For each of the twelve months preceding the Latest Practicable Date, the highest and lowest traded prices for Shares on the Stock Exchange were as follows:

	Highest	Lowest
	HK$	HK$
2020
April*	-	-
May*	-	-
June	2.17	1.66
July*	-	-
August	2.05	1.81
September	2.15	2.00
October*	-	-
November*	-	-
December	2.22	2.18
2021
January*	-	-
February	2.18	2.18
March*	-	-
April (up to the Latest Practicable Date)*	-	-

• There were no trading of Shares in those months and therefore no highest and lowest traded prices

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

The biographical details of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting are set out below:

NON-EXECUTIVE DIRECTORS

Mr. Zhang Xiufeng（張修楓）, aged 37, was appointed as a non-executive director of the Company on 15 September 2020. Mr. Zhang is currently the deputy general manager of the Strategic Investment Department of China Minsheng Jiaye Investment Co., Ltd.（中民嘉 業投資有限公司）("CMIG Jiaye"), the controlling shareholder of the Company. Mr. Zhang obtained a bachelor's degree in law from Shanghai University in 2005, a master's degree in sociology from Shanghai University in 2008, and a doctor of philosophy from Technical University of Darmstadt, Germany in 2015. From 2010 to 2015, Mr. Zhang worked as a research fellow at Technical University of Darmstadt, Germany. From 2015 to 2016, Mr. Zhang served as the Shanghai and Jiangsu regional investment director of Country Garden Holdings Co., Ltd. （碧桂園控股有限公司）(Hong Kong Stock Code: 2007). From 2016 to 2019, he successively served as the director, deputy general manager and platform responsible person of the Strategic Investment Center of Zhongliang Holdings Group Co., Ltd.（中梁控股集團有限公司）(Hong Kong Stock Code: 2772). Since 2019, Mr. Zhang served as the deputy general manager of global home and housing business group of Yuexing Group Co., Ltd.（月星集團有限公司）. Mr. Zhang joined CMIG Jiaye as the deputy general manager of the Strategic Investment Department in December 2019. Mr. Zhang currently serves as a director of Ningbo Ligong Environment And Energy Technology Co., Ltd.（寧波理工環境能源 科技股份有限公司） (Shenzhen stock code: 002322). Mr. Zhang has nearly ten years of experience in real estate development and investment and urban development research.

As at the Latest Practicable Date, Mr. Zhang does not have any interests in the Shares which are required to be disclosed under Part XV of the SFO. Mr. Zhang does not have relationships with other directors, senior management or substantial or controlling shareholders of the Company.

Mr. Zhang has entered into a letter of appointment with the Company on 15 September 2020 for a term of three years commencing from 15 September 2020, which may be terminated by not less than one month's notice in writing served by either party on the other. Mr. Zhang is entitled to an emolument of HK$60,000 per annum as determined by the Board with reference to his job responsibility and prevailing market rate. Mr. Zhang shall also be entitled to discretionary bonus, share options under the share option scheme of the Company and other incentives as determined by the remuneration committee of the Company from time to time with reference to the remuneration policy of the Company. The total amount of the emolument of Director of Mr. Zhang was HK$20,000 for the year ended 31 December 2020. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association of the Company.

Save as disclosed above, there is no other information to be disclosed pursuant to any of the requirements set out in Rules 13.51(2) (h) to (v) of the Listing Rules in respect of Mr. Zhang and there are no other matters that need to be brought to the attention of the Shareholders in relation to his re-election.

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Mr. Cheng Xuezhi（程學志）, aged 50, was appointed as a non-executiveDirector of the Company on 31 March 2021. Mr. Cheng graduated from Nanjing University（南京大學） in July 1993 with a bachelor's degree in weather dynamics. He obtained a master's degree in mathematics from Nankai University（南開大學）in July 1996. He further obtained a PhD in mathematics from Northwestern University, Illinois, US in June 2005. Mr. Cheng has held several senior management positions in the investment or risk department at various companies. From June 2011 to March 2013, Mr. Cheng served as a general manager of the capital operation department at Parkland Commercial Real Estate Co., Ltd.（百年城商業地產 有限公司）. From March 2013 to April 2017, Mr. Cheng was the deputy general manager of the risk control department at Bohai International Trust Co., Ltd.（渤海國際信託股份有限公司）

. From May 2017 to December 2017, Mr. Cheng held the position of chief risk officer at Tebon Innovation Capital Co., Ltd. （德邦創新資本有限責任公司）. From December 2017 to November 2018, Mr. Cheng served as the chief investment officer at Tehua Investment Holdings Co., Ltd. （特華投資控股有限公司）. From November 2018 to August 2020, Mr. Cheng was a senior research director at Zhijiang New Industrial Co., Ltd.（之江新實業有限公 司）. Since joining China Minsheng Investment Co., Ltd. （中國民生投資股份有限公司） in August 2020, Mr. Cheng acted as a director of asset operation department.

As at the Latest Practicable Date, Mr. Cheng does not have any interests in the Shares which are required to be disclosed under Part XV of the SFO. Mr. Cheng does not have relationships with other directors, senior management or substantial or controlling shareholders of the Company.

Mr. Cheng has entered into a letter of appointment with the Company on 31 March

2021 for a term of three years commencing from 31 March 2021, which may be terminated by not less than one month's notice in writing served by either party on the other. Mr. Cheng is entitled to an emolument of HK$60,000 per annum in the Company as determined by the Board with reference to his job responsibility and prevailing market rate. Mr. Cheng shall also be entitled to discretionary bonus, share options under the share option scheme of the Company and other incentives as determined by the remuneration committee of the Company from time to time with reference to the remuneration policy of the Company. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association of the Company.

Save as disclosed above, there is no other information to be disclosed pursuant to any of the requirements set out in Rules 13.51(2)(h) to (v) of the Listing Rules in respect of Mr. Cheng and there are no other matters that need to be brought to the attention of the Shareholders in relation to his re-election.

Mr. Ni Jie（倪傑）, aged 32, was appointed as a non-executive Director of the Company on 31 March 2021. Mr. Ni obtained his bachelor's degree in accounting from Shanghai International Studies University （上海外國語大學）in June 2011. From September 2011 to July 2016, Mr. Ni worked as an auditor at the Shanghai office of Ernst & Young Hua Ming LLP (Special General Partnership). From July 2016 to September 2019, Mr. Ni served as an assistant to the general manager of the finance and treasury department of SRE Group Co., Ltd.（上置集團有限公司）, a company listed on the Main Board of the Stock Exchange (stock code: 1207). Since October 2019, Mr. Ni has successively served as a deputy general

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

manager of the finance and treasury department and a general manager of the finance management department at CMIG Jiaye, the controlling shareholder of the Company, Mr. Ni was admitted as a certified public accountant by the China Association of Certified Public Accountants（中國註冊會計師委會 ）in 2016.

As at the Latest Practicable Date, Mr. Ni does not have any interests in the Shares which are required to be disclosed under Part XV of the SFO. Mr. Ni does not have relationships with other directors, senior management or substantial or controlling shareholders of the Company.

Mr. Ni has entered into a letter of appointment with the Company on 31 March 2021 for a term of three years commencing from 31 March 2021, which may be terminated by not less than one month's notice in writing served by either party on the other. Mr. Ni is entitled to an emolument of HK$60,000 per annum as determined by the Board with reference to his job responsibility and prevailing market rate. Mr. Ni shall also be entitled to discretionary bonus, share options under the share option scheme of the Company and other incentives as determined by the remuneration committee of the Company from time to time with reference to the remuneration policy of the Company. He is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association of the Company.

Save as disclosed above, there is no other information to be disclosed pursuant to any of the requirements set out in Rules 13.51(2)(h) to (v) of the Listing Rules in respect of Mr. Ni and there are no other matters that need to be brought to the attention of the Shareholders in relation to his re-election.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Yip Wai Ming（葉偉明）, aged 56, was appointed as an independent non-executive Director of the Company on 1 June 2014. He is also the chairman of the audit committee and a member of the nomination committee of the Company. Mr. Yip has over 20 years of experience in accounting, capital markets and corporate finance. From 1987 to 1996, Mr. Yip worked at Ernst & Young. From 1996 to 1998, Mr. Yip served as an associate director of ING Bank N.V., where he was principally engaged in corporate finance. From 1999 till now, Mr. Yip has held positions in a number of companies listed on the Stock Exchange, including serving as the chief financial officer of China New Energy Power Group Limited (stock code: 1041) from 1999 to 2001; the vice president of Hi Sun Technology (China) Limited (stock code: 818) from 2001 to 2003; the chief financial officer of Haier Electronics Group Co., Ltd. (stock code: 1169) from 2004 to 2009; an independent non-executive director of Ju Teng International Holdings Limited (stock code: 3336) from 2006 till now; an independent non-executive director of BBMG Corporation (stock code: 2009) from 2009 to 2015; the deputy general manager of Yuzhou Properties Company Limited (stock code: 1628) in 2010; an independent non-executive director of PAX Global Technology Limited (stock code: 327) from 2010 till now; an independent non-executive director of Far East Horizon Limited (stock code: 3360) from 2011 till now; an independent non-executive director of Poly Culture Group Corporation Limited (stock code: 3636) from 2013 till now; an independent non-executive director of Huobi Technology Holdings Limited (stock code:

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

1611) from October 2018 till now; and an independent non-executive director of Peijia Medical Limited (stock code: 9996) from May 2020 till now. Mr. Yip holds a bachelor's degree in social sciences from the University of Hong Kong and a bachelor's degree in laws from the University of London. Mr. Yip is a fellow of the Association of Chartered Certified Accountants, an associate of the Hong Kong Institute of Certified Public Accountants and a member of the Chinese Institute of Certified Public Accountants.

As at the Latest Practicable Date, Mr. Yip does not have any interests in the Shares which are required to be disclosed under Part XV of the SFO. Mr. Yip does not have relationships with other directors, senior management or substantial or controlling shareholders of the Company.

Mr. Yip has entered into a letter of appointment with the Company on 27 June 2020 for a term of three years commencing from 27 June 2020, which may be terminated by not less than one month's notice in writing served by either party on the other. Mr. Yip is entitled to receive a director's fee of RMB300,000 per annum as determined by the Board with reference to his job responsibility and prevailing market rate. Mr. Yip shall also be entitled to discretionary bonus, share options under the share option scheme of the Company and other incentives as determined by the remuneration committee of the Company from time to time with reference to the remuneration policy of the Company. The total amount of the director's fee of Director of Mr. Yip was RMB300,000 for the year ended 31 December 2020. He is subject to retirement by rotation at least once every three years and re-election at the annual general meeting of the Company in accordance with the Articles of Association of the Company.

Pursuant to code provision A.5.5(2) of the Corporate Governance Code (the "CG Code") under Appendix 14 of the Listing Rules, where the Board proposes a resolution to elect an individual as an independent non-executive Director at a general meeting and the proposed director will be holding his seventh (or more) listed company directorship, the Company must explain why the Board believes the individual would still be able to devote sufficient time to the Board in the relevant circular to shareholders and/or explanatory statement accompanying the notice of the relevant general meeting.

As disclosed above, Mr. Yip will be holding his seventh listed company directorship, should he be re-elected at the annual general meeting. In this regard, the Company provides the following explanation in compliance with the CG Code.

Pursuant to the board diversity policy and the nomination criteria of the Company, the Company aims at achieving a balanced diversity and meritocracy in the Board. It has taken into account each of their contribution and expertise in assessing his/her ability to devote sufficient time and attention to participate in the affairs of the Company. In addition, the Company has also taken into account the skills, knowledge and experience of the re-electing Directors in assessing the possible contribution by each of the re-electing Directors to the Company. Mr. Yip serves as the chairman of the audit committee and a member of the nomination committee. Since he was elected on 1 June 2014, he has attended all board meetings, committee meetings and general meetings of the Company. On that basis, the Board believes that Mr. Yip can continue to devote sufficient time to the Board despite his

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

directorship in other listed companies. Furthermore, the Board believes that Mr. Yip has created great value for the Company with his past experience and positions in multiple listed companies and will continue make contribution to the Company. On that basis, the Board agrees the re-election of Mr. Yip and recommends the Shareholders to vote in favour of relevant resolutions at the annual general meeting.

Save as disclosed above, there is no other information to be disclosed pursuant to any of the requirements set out in Rules 13.51(2)(h) to (v) of the Listing Rules in respect of Mr. Yip and there are no other matters that need to be brought to the attention of the Shareholders in relation to his re-election.

Mr. Wang Yinping（王引平）, aged 60, was appointed as an independent non-executive Director of the Company on 31 December 2016. He is also the chairman of the remuneration committee, a member of the audit committee and nomination committee of the Company. Mr. Wang has extensive experience in corporate management. Mr. Wang joined China National Chemical Import & Export Corporation （中國化工進出口總公司）(now known as Sinochem Corporation) ("Sinochem") in 1987 until he tendered his resignation as Vice President of Sinochem in 2014. Mr. Wang had held various senior positions in Sinochem and its subsidiaries ("Sinochem Group"), including the deputy general manager of the Hainan branch of Sinochem, general manager of the Pudong branch of Sinochem, the deputy general manager of China Foreign Economic and Trade Trust Company Limited（中國對外經濟貿易信 託有限公司）, the general manager of the human resource department of Sinochem, the vice president of Sinochem Group, general manager of Sinochem International Trading Company Limited (now known as Sinochem International Corporation（中化國際（控股）股份有限公司）) (Shanghai stock code: 600500), the chairman of the China Foreign Economic and Trade Trust Company Limited and the chairman of the Sinochem Lantian Co., Ltd（中化藍天集團有 限公司）. Mr. Wang had also served as a director of the board of Bank of Communications Co., Ltd（交通銀行股份有限公司）(Hong Kong stock code: 03328) from 2001 to 2004, and non-independent Director of Zhejiang Int'l Group Co., Ltd （浙江英特集團股份有限公司） (Shenzhen code: 000411) from 2010 to 2014. From January 2015 to December 2016, Mr. Wang was an executive director of China Pioneer Pharma Holdings Limited (Hong Kong stock code: 1345) and was re-designated as a non-executive director from December 2016 to December 2019. From July 2017 to September 2020, Mr. Wang was an independent non-executive director of Western Resources Corp., Canada (TSX: WRX). Since March 2019, Mr. Wang has been an independent non-executive director of China Risun Group Limited (Hong Kong stock code: 1907). Mr. Wang obtained a bachelor's degree in law from Renmin University of China in 1985 and a master's degree in business administration from the China Europe International Business School in 2004.

As at the Latest Practicable Date, Mr. Wang does not have any interests in the Shares which are required to be disclosed under Part XV of the SFO. Mr. Wang does not have relationships with other directors, senior management or substantial or controlling shareholders of the Company.

Mr. Wang has entered into a letter of appointment with the Company on 31 December 2019 for a term of three years commencing from 31 December 2019, which may be terminated by not less than one month's notice in writing served by either party on the

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

other. Mr. Wang is entitled to receive a director's fee of RMB300,000 per annum as determined by the Board with reference to his job responsibility and prevailing market rate. Mr. Wang shall also be entitled to discretionary bonus, share options under the share option scheme of the Company and other incentives as determined by the remuneration committee of the Company from time to time with reference to the remuneration policy of the Company. The total amount of the director's fee of Director of Mr. Wang was RMB300,000 for the year ended 31 December 2020. He is subject to retirement by rotation at least once every three years and re-election at the annual general meeting of the Company in accordance with the Articles of Association of the Company.

Save as disclosed above, there is no other information to be disclosed pursuant to any of the requirements set out in Rules 13.51(2)(h) to (v) of the Listing Rules in respect of Mr. Wang and there are no other matters that need to be brought to the attention of the Shareholders in relation to his re-election.

Mr. Han Gensheng（韓根生）, aged 66, was appointed as an independent non-executive Director of the Company on 31 December 2016. He is also a member of the audit committee, remuneration committee and nomination committee of the Company. Mr. Han has extensive experience in corporate management. Mr. Han has worked in various positions since August 1978, including the director of the logistics and warehousing division of China National Chemicals Import & Export Corporation （中國化工進出口總公司）, the general manager of Sinochem International Storage & Transportation Co., Ltd（中化國際儲運有限公 司）, vice president of America West Pacific Refinery Co., the general manager of West Rockies Inc., the general manager of refined oil division of Sinochem Group, the vice president and a party member of Sinochem Group, the general manager of Sinochem International Oil Co., Ltd. （中化國際石油有限公司）, the general manager of Sinochem Petroleum Exploration and Production Co., Ltd. （中化石油勘探開發有限公司）, the general manager of Sinochem Corporation（中化股份有限公司）and a director and general manager of Sinochem Europe Holdings PLC（中化歐洲集團公司）. From October 2016 to October 2020, Mr. Han was an independent non-executive director of SRE Group Limited (Hong Kong stock code: 1207). Mr. Han obtained a bachelor's degree in Ocean Transportation from Shanghai Maritime University in 1978 and had participated in one month training sessions of business administration in both the Wharton School and University of Cambridge.

As at the Latest Practicable Date, Mr. Han does not have any interests in the Shares which are required to be disclosed under Part XV of the SFO. Mr. Han does not have relationships with other directors, senior management or substantial or controlling shareholders of the Company.

Mr. Han has entered into a letter of appointment with the Company on 31 December 2019 for a term of three years commencing from 31 December 2019, which may be terminated by not less than one month's notice in writing served by either party on the other. Mr. Han is entitled to receive a director's fee of RMB300,000 per annum as determined by the Board with reference to his job responsibility and prevailing market rate. Mr. Han shall also be entitled to discretionary bonus, share options under the share option scheme of the Company and other incentives as determined by the remuneration committee of the Company from time to time with reference to the remuneration policy of the

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Company. The total amount of the director's fee of Director of Mr. Han was RMB300,000 for the year ended 31 December 2020. He is subject to retirement by rotation at least once every three years and re-election at the annual general meeting of the Company in accordance with the Articles of Association of the Company.

Save as disclosed above, there is no other information to be disclosed pursuant to any of the requirements set out in Rules 13.51(2)(h) to (v) of the Listing Rules in respect of Mr. Han and there are no other matters that need to be brought to the attention of the Shareholders in relation to his re-election.

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NOTICE OF ANNUAL GENERAL MEETING

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)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting of Yida China Holdings Limited (the "Company") will be held at Boardroom, Level 10, Yida Square, No. 93 Dongbei Road, Shahekou District, Dalian, Liaoning Province, PRC on Tuesday, 1 June

2021 at 10:00 a.m. for the following purposes:

As Ordinary Business

To consider and if thought fit, pass the following resolutions (with or without modification) as ordinary resolutions of the Company:

1. To receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors (the "Directors") and the auditors of the Company (the "Auditors") for the year ended 31 December 2020.
2. To re-elect the following persons as Directors:
3. 1. Mr. Zhang Xiufeng (as non-executive Director);
   2. Mr. Cheng Xuezhi (as non-executive Director);
   3. Mr. Ni Jie (as non-executive Director);
   4. Mr. Yip Wai Ming (as independent non-executive Director);
   5. Mr. Wang Yinping (as independent non-executive Director); and
   6. Mr. Han Gensheng (as independent non-executive Director).
4. To authorise the board of Directors (the "Board") to fix the remuneration of the Directors.
5. To re-appoint PricewaterhouseCoopers as auditors of the Company for the financial year ending 31 December 2021 and authorise the Board to fix their remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

As Special Business

5. To consider and if thought fit, pass the following resolution (with or without modification) as ordinary resolution of the Company:

"That:

1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (the "Shares") or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options and rights of exchange or conversion which may require the exercise of such power after the end of the Relevant Period;
3. the aggregate number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the Directors during the Relevant Period pursuant to paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the grant or exercise of any option under the share option scheme of the Company or any other option, scheme or similar arrangement for the time being adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries of shares or rights to acquire shares of the Company; or (iii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company in force from time to time, shall not exceed 20% of the total number of Shares in issue as at the date of passing this resolution, and the said approval shall be limited accordingly;
4. for the purpose of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

1. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

"Rights Issue" means an offer of shares open for a period fixed by the Directors to holders of ordinary shares on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any regulatory body or any stock exchange in, any territory outside Hong Kong)."

6. To consider and if thought fit, pass the following resolution (with or without modification) as ordinary resolution of the Company:

"That:

1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back Shares, subject to and in accordance with all applicable laws, including The Hong Kong Code on Share Buy- backs and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time, be and is hereby generally and unconditionally approved;
2. the approval in paragraph (a) shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period (as hereinafter defined) to procure the Company to buy back its shares at a price determined by the Directors;
3. the total number of Shares which are authorised to be bought back by the Directors pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of Shares in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and
4. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
5. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by any applicable law or the articles of association of the Company to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

1. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting."

7. To consider and if thought fit, pass the following resolution (with or without modification) as ordinary resolution of the Company:

"That conditional upon the passing of resolutions no. 5 and 6 above, the general mandate to the Directors pursuant to resolution no. 5 be and is hereby extended by the addition thereto of an amount representing the number of Shares bought back by the Company under the authority granted pursuant to the resolution no. 6, provided that such amount shall not exceed 10% of the total number of Shares in issue as at the date of passing this resolution."

By order of the Board

Yida China Holdings Limited

Jiang Xiuwen

Chairman and Chief Executive Officer

Hong Kong, 30 April 2021

Notes:

1. A shareholder entitled to attend and vote at the above 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 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 the Company's share registrar in Hong Kong, 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 certified copy thereof) not less than 48 hours before the time appointed for the holding of the above 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 above meeting (or any adjourned meeting thereof) if they so wish.
4. For determining the entitlement to attend and vote at the above meeting, the transfer books and register of members will be closed from Friday, 28 May 2021 to Tuesday, 1 June 2021, both days inclusive, during which period no share transfers can be registered. In order to be eligible to attend and vote at the above meeting, unregistered holders of shares of the Company should ensure that all share transfer documents accompanied by the relevant share certificates must be lodged with the Company's Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong for registration not later than 4:30 p.m. on Thursday, 27 May 2021.
5. In respect of ordinary resolution no. 2 above, Mr. Zhang Xiufeng, Mr. Cheng Xuezhi, Mr. Ni Jie, Mr. Yip Wai Ming, Mr. Wang Yinping and Mr. Han Gensheng shall retire and being eligible, shall offer themselves for re-election at the above meeting. Details of the above directors are set out in Appendix II to the accompanied circular dated 30 April 2021.

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NOTICE OF ANNUAL GENERAL MEETING

As at the date of this notice, the executive director of the Company is Mr. Jiang Xiuwen; the non-executive directors of the Company are Mr. Wang Gang, Mr. Zhang Xiufeng, Mr. Cheng Xuezhi and Mr. Ni Jie; and the independent non-executive directors of the Company are Mr. Yip Wai Ming, Mr. Guo Shaomu, Mr. Wang Yinping and Mr. Han Gensheng.

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