YTO Express International : PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE AND ISSUE SHARES, PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS, AND NOTICE OF THE 2021 AGM

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 or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in YTO Express (International) 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 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.

YTO EXPRESS (INTERNATIONAL) HOLDINGS LIMITED

圓通速遞（國際）控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 6123)

PROPOSED GRANTING OF GENERAL MANDATES

TO REPURCHASE AND ISSUE SHARES,

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS,

AND

NOTICE OF THE 2021 AGM

A notice convening the 2021 AGM of YTO Express (International) Holdings Limited to be held at Suite 3610, 36th Floor, Office Tower, Skyline Tower, 39 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong on Thursday, 10 June 2021 at 2 : 30 p.m. is set out on pages 18 to 23 of this circular. A form of proxy for use at the 2021 AGM is enclosed with this circular. Such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.ytoglobal.com).

Whether or not you are able to attend the 2021 AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, 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 scheduled for the holding of the 2021 AGM (i.e. not later than 2 : 30 p.m. on Tuesday, 8 June 2021) or the adjourned meeting (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the 2021 AGM or any adjourned meeting thereof should you so wish.

References to time and dates in this circular are to Hong Kong time and dates.

PRECAUTIONARY MEASURES AT THE ANNUAL GENERAL MEETING

In view of the recent developments of the Novel Coronavirus (COVID-19) pandemic, and taking into consideration of the guidelines issued by the Government of Hong Kong, the Company will implement the following preventive measures at the 2021 AGM to protect attending shareholders from the risk of infection:

• compulsory body temperature check will be conducted for every shareholder or proxy at the entrance of the venue;
• every shareholder or proxy is required to wear surgical face mask throughout the meeting;
• no refreshment will be served; and
• no souvenir will be distributed.

Any person who does not comply with the precautionary measures may be denied entry into the 2021 AGM venue.

The Company wishes to remind all shareholders that physical attendance in person at the 2021 AGM is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the 2021 AGM as their proxy to vote on the relevant resolutions at the 2021 AGM as an alternative to attending the 2021 AGM in person.

29 April 2021

	CONTENTS
		Page
Definition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Granting of the Repurchase, Issue and Extension Mandates . . . .	4
3.	Proposed Re-election of the Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	2021 AGM and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Appendix I - Explanatory Statement on the Repurchase Mandate . . . . . . . . . . . . . . . .	8
Appendix II - Details of the Retiring Directors Proposed to be
	Re-elected at the 2021 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Notice of the 2021 AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	18

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DEFINITIONS

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

''2021 AGM''	an annual general meeting of the Company to be held at Suite
	3610, 36th Floor, Office Tower, Skyline Tower, 39 Wang Kwong
	Road, Kowloon Bay, Kowloon, Hong Kong on Thursday, 10
	June 2021 at 2 : 30 p.m. to consider and, if appropriate, to
	approve the resolutions contained in the notice of the 2021 AGM
	which is set out on pages 18 to 23 of this circular, or any
	adjournment thereof;
''Articles of	the amended and restated articles of association of the Company
Association''	(as amended from time to time);
''Board''	the board of Directors;
''Companies Law''	the Companies Law, Cap. 22 (Law 3 of 1961, as consolidated and
	revised) of the Cayman Islands;
''Companies	the Companies Ordinance (Chapter 622 of the Laws of Hong
Ordinance''	Kong) (as amended, supplemented or otherwise modified from
	time to time);
''Company''	YTO Express (International) Holdings Limited 圓通速遞（國際）
	控股有限公司, a company incorporated in the Cayman Islands
	with limited liability, and the issued Shares of which are listed on
	the main board of the Stock Exchange;
''Director(s)''	the director(s) of the Company;
''Extension Mandate''	as defined in paragraph 2(c) of the Letter from the Board;
''Group''	the Company and its subsidiaries;
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong;
''Hong Kong''	the Hong Kong Special Administrative Region of The People's
	Republic of China;
''Issue Mandate''	as defined in paragraph 2(b) of the Letter from the Board;
''Latest Practicable	20 April 2021, being the latest practicable date prior to the
Date''	printing of this circular for ascertaining certain information in
	this circular;
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange;

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	DEFINITIONS
''PRC'' or ''China''	the People's Republic of China, which for the purpose of this
	circular and for geographical reference only, excludes Hong
	Kong, Macau Special Administrative Region and Taiwan;
''Repurchase Mandate''	as defined in paragraph 2(a) of the Letter from the Board;
''SFO''	the Securities and Futures Ordinance, Chapter 571 of the Laws
	of Hong Kong;
''Share(s)''	ordinary share(s) of HK$0.10 each in the share capital of the
	Company;
''Shareholder(s)''	holder(s) of Share(s);
''Stock Exchange''	The Stock Exchange of Hong Kong Limited;
''Takeovers Code''	the Code on Takeovers and Mergers issued by the Securities and
	Futures Commission of Hong Kong (as amended from time to
	time);
''YTO Express''	圓通速遞股份有限公司 (YTO Express Group Co., Ltd.*), a joint
	stock limited liability company incorporated in the PRC, the
	shares of which are listed on the Shanghai Stock Exchange (stock
	code: 600233) and indirectly wholly-owns YTO Global Holdings
	Limited;
''YTO Express Group''	YTO Express and its subsidiaries;
''Yuan Jun''	上海圓鈞國際貿易有限公司 (Shanghai Yuan Jun International
	Trading Company Limited*), a company established in the PRC
	and a wholly-owned subsidiary of YTO Express, and directly
	wholly-owns YTO Global Holdings Limited;
''Yuantong Jiaolong''	上海圓通蛟龍投資發展（集團）有限公司 (Shanghai Yuantong
	Jiaolong Investment Development (Group) Co., Ltd.*), a
	company established in the PRC and the controlling
	shareholder of YTO Express; and
''%''	per cent.

• For identification purposes only

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LETTER FROM THE BOARD

YTO EXPRESS (INTERNATIONAL) HOLDINGS LIMITED

圓通速遞（國際）控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 6123)

Executive Directors:	Registered Office:
Mr. Sun Jian (Chief Executive Officer)	Cricket Square
Mr. Huang Yifeng	Hutchins Drive
	P.O. Box 2681
Non-executive Directors:	Grand Cayman KY1-1111
Mr. Yu Huijiao (Chairman)	Cayman Islands
Mr. Pan Shuimiao
Mr. Li Xianjun	Headquarters and Principal Place of
Mr. Chen Dong	Business in Hong Kong:
	Suite 3610, 36th Floor
Independent Non-executive Directors:	Office Tower, Skyline Tower
Mr. Li Donghui	39 Wang Kwong Road
Mr. Xu Junmin	Kowloon Bay, Kowloon
Mr. Chung Kwok Mo John	Hong Kong
	29 April 2021
To the Shareholders
Dear Sir/Madam,

PROPOSED GRANTING OF GENERAL MANDATES

TO REPURCHASE AND ISSUE SHARES,

PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS,

AND

NOTICE OF THE 2021 AGM

1. INTRODUCTION

The purposes of this circular are to provide you with information in respect of certain ordinary resolutions to be proposed at the 2021 AGM for (i) the granting of the Repurchase Mandate to the Directors; (ii) the granting of the Issue Mandate to the Directors; (iii) the granting of the Extension Mandate to the Directors; and (iv) the re-election of the retiring Directors, and to give you the notice of the 2021 AGM.

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LETTER FROM THE BOARD

2. PROPOSED GRANTING OF THE REPURCHASE, ISSUE AND EXTENSION MANDATES

At the annual general meeting of the Company held on 10 June 2020, general mandates were granted to the Directors to exercise the powers of the Company to repurchase Shares and to issue new Shares. Such mandates, to the extent not utilized, will lapse at the conclusion of the 2021 AGM.

Ordinary resolutions will be proposed at the 2021 AGM to approve the granting of the following general mandates to the Directors:

1. a general and unconditional mandate to exercise all powers of the Company to repurchase Shares, on the Stock Exchange, or on any other stock exchange recognized by the Securities and Futures Commission and the Stock Exchange, of not exceeding 10% of the number of Shares in issue as at the date of passing of such resolution (i.e. a total of 41,676,000 Shares on the basis that the existing number of Shares in issue (i.e. a total of 416,760,000 Shares as at the Latest Practicable Date) remains unchanged as at the date of the 2021 AGM) (the ''Repurchase Mandate'');
2. a general and unconditional mandate to allot, issue or deal with new Shares of not exceeding 20% of the number of Shares in issue as at the date of passing of such resolution (i.e. a total of 83,352,000 Shares on the basis that the existing number of Shares in issue (i.e. a total of 416,760,000 Shares as at the Latest Practicable Date) remains unchanged as at the date of the 2021 AGM) (the ''Issue Mandate''); and
3. a general and unconditional mandate to extend the Issue Mandate by the number of Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate (the ''Extension Mandate'').

The Repurchase Mandate and the Issue Mandate will continue to be in force until the conclusion of the next annual general meeting of the Company held after the 2021 AGM or any earlier date as referred to in the proposed ordinary resolutions contained in items 10 and 11 of the notice of the 2021 AGM as set out on pages 18 to 23 of this circular.

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate at the 2021 AGM. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix I to this circular.

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LETTER FROM THE BOARD

3. PROPOSED RE-ELECTION OF THE RETIRING DIRECTORS

Pursuant to Articles 83 and 84 of the Articles of Association, Mr. Yu Huijiao, Mr. Sun Jian, Mr. Li Xianjun, Mr. Chen Dong and Mr. Chung Kwok Mo John shall retire at the 2021 AGM. All of the above retiring Directors, being eligible, will offer themselves for reelection at the 2021 AGM.

The Nomination Committee of the Company has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy, Director Nomination Policy, the Company's corporate strategy and the independence of the independent non-executive Directors.

Mr. Chung Kwok Mo John, the retiring independent non-executive Director, has confirmed his independence with reference to the factors set out in Rule 3.13 of the Listing Rules. The aforesaid independent non-executive Director also demonstrates the ability to provide an independent, balanced and objective view to the Company's matters. The Nomination Committee and the Board thus considered that the retiring independent non- executive Director is independent in accordance with the independence guidelines set out in the Listing Rules.

Besides, the Nomination Committee and the Board believed that all the retiring Directors will continue to make contribution to the Board and are satisfied with all the retiring Directors' contribution to the Company, which will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity. The Nomination Committee of the Company and the Board therefore recommended the re-election of all the retiring Directors, including the aforesaid independent non-executive Director, who are due to retire at the 2021 AGM.

In accordance with Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders' approval at that relevant general meeting. The requisite details of the above retiring Directors are set out in Appendix II to this circular.

4. 2021 AGM AND PROXY ARRANGEMENT

The notice of the 2021 AGM is set out on pages 18 to 23 of this circular. At the 2021 AGM, resolutions will be proposed to approve, inter alia, the granting of the Repurchase Mandate, the Issue Mandate and the Extension Mandate, and the re-election of the retiring Directors.

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LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all the proposed resolutions will be put to vote by way of poll at the 2021 AGM. An announcement on the poll vote results will be published by the Company after the 2021 AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the 2021 AGM is enclosed with this circular and such form of proxy is also published on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.ytoglobal.com). Whether or not you are able to attend the 2021 AGM, please complete and return the form of proxy in accordance with the instructions printed thereon and return it, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority, to the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, 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 scheduled for holding the 2021 AGM (i.e. not later than 2 : 30 p.m. on Tuesday, 8 June 2021) or the adjourned meeting (as the case may be). Completion and delivery of the form of proxy will not preclude you from attending and voting at the 2021 AGM if you so wish and in such event, your proxy form shall be deemed to be revoked.

5. RECOMMENDATION

The Board considers that the ordinary resolutions to be proposed at the 2021 AGM are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the relevant resolutions at the 2021 AGM.

6. CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Monday, 7 June 2021 to Thursday, 10 June 2021 (both days inclusive) for the purpose of determining the right to attend and vote at the 2021 AGM. In order to be qualified for attending and voting at the 2021 AGM, unregistered holders of Shares should ensure that all share transfer documents accompanied by the corresponding share certificates are lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, for registration not later than 4 : 30 p.m. (Hong Kong time) on Friday, 4 June 2021.

Conditional on the passing of the resolution approving the declaration of the proposed final dividend at the 2021 AGM, the register of members of the Company will also be closed from Monday, 21 June 2021 to Wednesday, 23 June 2021 (both days inclusive) for the purpose of determining the entitlement to the proposed final dividend in respect of the year ended 31 December 2020. In order to be qualified for the proposed final dividend (subject to the approval of the Shareholders at the 2021 AGM), unregistered holders of Shares should ensure that all share transfer documents accompanied by the corresponding share certificates are lodged with the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited, at the address stated above for registration not later than 4 : 30 p.m. (Hong Kong time) on Friday, 18 June 2021.

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LETTER FROM THE BOARD

7. GENERAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular: Appendix I - Explanatory Statement on the Repurchase Mandate; and Appendix II - Details of the Retiring Directors Proposed to be Re-elected at the 2021 AGM.

8. MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

By order of the Board

Yu Huijiao

Chairman

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The following is an explanatory statement required by the Listing Rules to be sent to Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the 2021 AGM in relation to the granting of the Repurchase Mandate.

1. REASONS FOR REPURCHASE OF SHARES

The Directors believe that the granting of the Repurchase Mandate is in the interests of the Company and the Shareholders as a whole.

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders. The Directors are seeking the granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

2. SHARE CAPITAL

As at the Latest Practicable Date, there were a total of 416,760,000 Shares in issue.

Subject to the passing of the proposed ordinary resolution set out in item 10 of the notice of the 2021 AGM in respect of the granting of the Repurchase Mandate and on the basis that the number of Shares in issue remains unchanged as at the date of the 2021 AGM, i.e. being 416,760,000 Shares as at the Latest Practicable Date, the Directors would be authorized under the Repurchase Mandate to repurchase, during the period in which the Repurchase Mandate remains in force, a total of 41,676,000 Shares, representing 10% of the number of Shares in issue as at the date of passing such resolution.

3. FUNDING OF REPURCHASES

Repurchases of Shares will be funded from the Company's internal resources, which shall be funds legally available for such purposes in accordance with the amended and restated memorandum of association of the Company, the Articles of Association, the Companies Law and other applicable laws of the Cayman Islands.

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated accounts contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing position which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

5. TAKEOVERS CODE

If, on the exercise of the power to repurchase Shares pursuant to the Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all the Shares not already owned by such Shareholder or group of Shareholders.

As at the Latest Practicable Date, Mr. Yu Huijiao (''Mr. Yu''), the chairman of the Board, was deemed to be interested in 268,229,408 Shares, representing approximately 64.36% of the total issued share capital of the Company. These shares were held by YTO Global Holdings Limited, a company wholly owned by Yuan Jun. Yuan Jun was a company wholly owned by YTO Express, which was in turn owned as to 34.26% by Yuantong Jiaolong. Yuantong Jiaolong was owned as to 51% by Mr. Yu and 49% by his spouse, Ms. Zhang Xiaojuan. On the basis that (i) the total issued share capital of the Company (being 416,760,000 Shares) remains unchanged as at the date of the 2021 AGM, and (ii) the shareholding interest of Mr. Yu (being 268,229,408 issued Shares) in the Company remains unchanged immediately after the full exercise of the Repurchase Mandate, in the event that the Directors exercise in full the power to repurchase Shares in accordance with the terms of the relevant ordinary resolution to be proposed at the 2021 AGM (presuming that apart from the decrease of the issued share capital arising from the said full exercise of the Repurchase Mandate, there is no other change in the Company's issued share capital), the shareholding interest of Mr. Yu in the issued Shares would be increased to approximately 71.51% of the total issued share capital of the Company.

The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any repurchases to be made under the Repurchase Mandate. Besides, the Listing Rules prohibit a company from making repurchase of its shares on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the company's issued share capital would be in public hands. The Directors therefore will not propose to repurchase Shares if it would result in less than 25% of the Company's issued Shares in public hands.

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any core connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

7. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Shares have traded on the Stock Exchange during each of the previous 12 months were as follows:

Month	Highest	Lowest
	HK$	HK$
2020
April	1.85	1.40
May	1.61	1.25
June	2.49	1.24
July	1.95	1.66
August	2.48	1.65
September	12.30	1.95
October	7.29	4.50
November	6.59	5.20
December	5.33	4.40
2021
January	6.61	4.59
February	7.30	5.04
March	6.09	4.82
April (up to the Latest Practicable Date)	5.97	5.02

8. REPURCHASES OF SHARES MADE BY THE COMPANY

During the 6 months preceding the Latest Practicable Date, the Company had not repurchased any of the Shares (whether on the Stock Exchange or otherwise).

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE 2021 AGM

Pursuant to the Listing Rules, the details of the Directors, who will retire and offer themselves for re-election at the 2021 AGM according to the Articles of Association, are provided below.

1. Mr. Sun Jian, Executive Director
   Position and experience

Mr. Sun Jian (''Mr. Sun''), aged 45, was appointed as an executive Director and the Chief Executive Officer of the Company on 31 March 2021. Mr. Sun obtained an Executive Master of Business Administration from Renmin University of China in June 2015. He served as a salesman from July 1996 to October 1999, and the manager of the market development department from October 1999 to July 2004 in Sinotrans Eastern Co., Ltd. Logistics Branch (previously known as Sinotrans Shanghai Company). He served as the deputy general manager in Sinotrans Global E- commerce Logistics Co., Ltd. Shanghai Branch (previously known as Sinotrans Air Transportation Development Corporation Limited Eastern China Region Branch (Eastern China Region) (中外運空運發展股份有限公司華東分公司（華東區域)*), and the general manager in Sinotrans Global E-commerce Logistics Co., Ltd. Jiangsu Company from July 2004 to May 2020. Since June 2020, he has been a vice president of the Company.

Mr. Sun has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Mr. Sun has entered into a service agreement with the Company in relation to his appointment as an executive Director for a term of one year and shall be automatically renewable for successive terms of one year each commencing from the next day after the expiry of the current term unless terminated by not less than three months' notice in writing served by either the Company or Mr. Sun. Mr. Sun is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.

Relationships

Save as disclosed above and as far as the Directors are aware, Mr. Sun does not have any relationships with other Directors, senior management of the Group, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules).

- 11 -

APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE 2021 AGM

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Sun was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director's emoluments

Pursuant to the aforementioned service agreement, Mr. Sun's emoluments are set out below:

1. Mr. Sun is entitled to a monthly salary of HK$88,017.36.
2. Mr. Sun is entitled to a discretionary management bonus in such sum as the Board may in its absolute discretion determine provided that the aggregate amount of bonuses payable to all the executive Directors for the time being of the Company shall not exceed 15% of the audited consolidated or combined net profit of the Group (after taxation and minority interests and payment of such bonuses but before extraordinary or exceptional items) in respect of that financial year of the Company.
3. Mr. Sun is also eligible to participate in the Company's share option scheme.

The above emoluments of Mr. Sun have been determined with reference to his role and duties, experience and responsibilities as well as the prevailing market conditions and are subject to revision in future by the decision of the Board based on the recommendation of the Remuneration Committee of the Company.

1. Mr. Yu Huijiao, Non-executive Director
   Position and experience

Mr. Yu Huijiao (''Mr. Yu''), aged 54, was appointed as a non-executive Director, the chairman of the Board, the chairman of the Nomination Committee and a member of the Remuneration Committee of the Company on 1 December 2017. He obtained a bachelor's degree in information systems application and management from 解放軍信 息工程大學 (PLA Information Engineering University*) in December 2013. Mr. Yu founded 圓通速遞有限公司 (Yuantong Express Delivery Co., Ltd.*) (previously known as 上海圓通速遞有限公司 (Shanghai Yuantong Express Delivery Co., Ltd.*)), a subsidiary of YTO Express, in May 2000 and currently serves as the chairman of the board of YTO Express. Mr. Yu has served as the chairman of the board of Yuantong Jiaolong since December 2010 and general manager of Yuantong Jiaolong since June 2020.

Saved as disclosed above, Mr. Yu has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE 2021 AGM

Length of service

Pursuant to the letter of appointment issued by the Company to Mr. Yu, Mr. Yu has been appointed for a term of one year and shall be automatically renewable for successive terms of one year each commencing from the next day after the expiry of the current term unless terminated by not less than three months' notice in writing served by either the Company or Mr. Yu. Mr. Yu is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As mentioned above, Mr. Yu currently serves as the chairman of the board of YTO Express and the chairman of the board and general manager of Yuantong Jiaolong, both companies are controlling Shareholders (as defined in the Listing Rules). Save as disclosed above and as far as the Directors are aware, Mr. Yu does not have any relationships with other Directors, senior management of the Group, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules).

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Yu was deemed to be interested in 268,229,408 Shares, representing approximately 64.36% of the total issued share capital of the Company. These shares were held by YTO Global Holdings Limited, a company wholly owned by Yuan Jun. Yuan Jun was a company wholly owned by YTO Express, which was in turn owned as to 34.26% by Yuantong Jiaolong. Yuantong Jiaolong was owned as to 51% by Mr. Yu and 49% by his spouse, Ms. Zhang Xiaojuan. Save as disclosed above, Mr. Yu was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director's emoluments

Mr. Yu is not entitled to any director's fee, but he is eligible to participate in the Company's share option scheme. The emoluments of Mr. Yu are subject to revision in future by the decision of the Board based on the recommendation of the Company's Remuneration Committee.

1. Mr. Li Xianjun, Non-executive Director
   Position and experience

Mr. Li Xianjun (''Mr. Li''), aged 49, was appointed as an executive Director, the president and a member of the Corporate Governance Committee of the Company on 1 December 2017. With effect from 28 March 2019, Mr. Li ceased to be the president of the Company. With effect from 21 January 2020, Mr. Li was re-designated as a non-

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE 2021 AGM

executive Director and resigned as a member of the Corporate Governance Committee of the Company. Mr. Li obtained a bachelor's degree in economy management from 華 東理工商貿學院 (East China Polytechnic Institute of Commerce*) in July 2007. Mr. Li joined YTO Express Group in March 2002 and held various managerial positions in different branch offices. Mr. Li also currently serves as the vice president of YTO Express.

Mr. Li has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the letter of appointment issued by the Company to Mr. Li, Mr. Li has been appointed for a term of one year and shall be automatically renewable for successive terms of one year each commencing from the next day after the expiry of the current term unless terminated by not less than three months' notice in writing served by either the Company or Mr. Li. Mr. Li is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As mentioned above, Mr. Li Xianjun currently is the vice president of YTO Express, a controlling Shareholder (as defined in the Listing Rules) of the Company. Save as disclosed above and as far as the Directors are aware, Mr. Li does not have any relationships with other Directors, senior management of the Group, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules).

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Li was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director's emoluments

Mr. Li is not entitled to any director's fee, but he is eligible to participate in the Company's share option scheme. The emoluments of Mr. Li are subject to revision in future by the decision of the Board based on the recommendation of the Company's Remuneration Committee.

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE 2021 AGM

1. Mr. Chen Dong, Non-executive Director
   Position and experience

Mr. Chen Dong (''Mr. Chen''), aged 42, was appointed as a non-executive Director and a member of the Audit Committee of the Company on 31 March 2021. Mr. Chen obtained a master degree from Liverpool John Moores University in July 2005. He is a fellow member of Institute of Financial Accountants. Mr. Chen joined YTO Express Group in March 2018 and served as the group tax director of YTO Express. From June 2020 onwards, he also assists in overseeing the financial management of the Group on behalf of YTO Express. From January 2021, he is promoted to be the senior director of YTO Express. Mr. Chen has strong experience in multinational companies. Prior to joining YTO Express, he was the Asia Pacific tax manager of Essilor International Group from July 2015 to March 2017. Between January 2011 and January 2014, Mr. Chen served as the North Asia area tax manager of Panalpina World Transport (PRC) Ltd. (''Panalpina''). Prior to joining Panalpina, Mr. Chen served as Tax and Compliance Manager, Johnson Electric Group, a company listed on Hong Kong Stock Exchange (stock code number: 0179). Mr. Chen had acquired senior tax consultant working experience in two accountancy firms, namely Pricewaterhousecoopers (Macau) Ltd and Deloitte Touche Tohmatsu CPA Ltd, Shenzhen Branch from May 2005 to May 2009.

Mr. Chen has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the letter of appointment issued by the Company to Mr. Chen, Mr. Chen has been appointed for a term of one year and shall be automatically renewable for successive terms of one year each commencing from the next day after the expiry of the current term unless terminated by not less than three months' notice in writing served by either the Company or Mr. Chen. Mr. Chen is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As mentioned above, Mr. Chen currently serves as the senior director of YTO Express, a controlling Shareholder (as defined in the Listing Rules) of the Company. Save as disclosed above and as far as the Directors are aware, Mr. Chen does not have any relationships with other Directors, senior management of the Group, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules).

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE 2021 AGM

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Chen was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director's emoluments

Mr. Chen is not entitled to any director's fee, but he is eligible to participate in the Company's share option scheme. The emoluments of Mr. Chen are subject to revision in future by the decision of the Board based on the recommendation of the Company's Remuneration Committee.

1. Mr. Chung Kwok Mo John, Independent Non-executive Director
   Position and experience

Mr. Chung Kwok Mo John (''Mr. Chung''), aged 52, was appointed as an independent non-executive director, the chairman of the Audit Committee and a member of each of the Remuneration Committee and the Corporate Governance Committee of the Company on 1 December 2017. Mr. Chung obtained a bachelor's degree in economics from Macquarie University in April 1992 and is a member of CPA Australia and Hong Kong Institute of Certified Public Accountants, with over 20 years of experience in auditing, financial management and corporate finance. Mr. Chung was an auditor in Arthur Andersen (an international accounting firm) from 1992 to 1999. From 2000, Mr. Chung held several senior management positions, including chief financial officer, executive director and independent non-executive director, in a number of listed companies in Hong Kong. Mr. Chung is presently a vice president of Yongsheng Advanced Materials Company Limited, a company listed on the Stock Exchange (stock code: 3608). Mr. Chung is also currently an independent non- executive director of the following companies listed on the Stock Exchange: (i) BYD Electronic (International) Company Limited (stock code: 285) since June 2013; (ii) Zhengye International Holdings Company Limited (stock code: 3363) since March 2011; (iii) B & S International Holdings Ltd. (stock code: 1705) since February 2018; and (iv) Tokyo Chuo Auction Holdings Limited (stock code: 1939) since September 2018.

Save as disclosed above, Mr. Chung has not held other directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Length of service

Pursuant to the letter of appointment issued by the Company to Mr. Chung, Mr. Chung has been appointed for a term of one year and shall be automatically renewable for successive terms of one year each commencing from the next day after the expiry of the current term unless terminated by not less than three months' notice in writing

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APPENDIX II	DETAILS OF THE RETIRING DIRECTORS
	PROPOSED TO BE RE-ELECTED AT THE 2021 AGM

served by either the Company or Mr. Chung. Mr. Chung is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.

Relationships

As far as the Directors are aware, Mr. Chung does not have any relationships with other Directors, senior management of the Group, substantial Shareholders (as defined in the Listing Rules), or controlling Shareholders (as defined in the Listing Rules).

Interests in Shares

As far as the Directors are aware, as at the Latest Practicable Date, Mr. Chung was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the SFO.

Director's emoluments

Pursuant to the aforementioned letter of appointment, Mr. Chung is entitled to an annual director's fee of HK$200,000, which has been determined with reference to his role and duties, experience and responsibilities as well as the prevailing market conditions and are subject to revision in future by the decision of the Board based on the recommendation of the Remuneration Committee of the Company.

GENERAL

As far as the Directors are aware and save as disclosed above, there is no information of any of the above Directors that need to be disclosed pursuant to any of the requirements under paragraph 13.51(2) of the Listing Rules; and there are no other matters concerning any of the above Directors that need to be brought to the attention of the Shareholders.

• For identification purposes only

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NOTICE OF THE 2021 AGM

YTO EXPRESS (INTERNATIONAL) HOLDINGS LIMITED

圓通速遞（國際）控股有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 6123)

NOTICE IS HEREBY GIVEN that an annual general meeting (the ''AGM'') of YTO Express (International) Holdings Limited (the ''Company'') will be held at Suite 3610, 36th Floor, Office Tower, Skyline Tower, 39 Wang Kwong Road, Kowloon Bay, Kowloon, Hong Kong on Thursday, 10 June 2021 at 2 : 30 p.m. for the following purposes:

1. To consider and adopt the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and auditor of the Company for the year ended 31 December 2020;
2. To declare a final dividend of HK6.1 cents per share for the year ended 31 December 2020;
3. To re-elect Mr. Sun Jian as an executive director of the Company;
4. To re-elect Mr. Yu Huijiao as a non-executive director of the Company;
5. To re-elect Mr. Li Xianjun as a non-executive director of the Company;
6. To re-elect Mr. Chen Dong as a non-executive director of the Company;
7. To re-elect Mr. Chung Kwok Mo John as an independent non-executive director of the Company;
8. To authorize the board of directors of the Company to fix the directors' remuneration;
9. To re-appoint KPMG as auditor of the Company and to authorize the board of directors of the Company to fix their remuneration;
10. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:
    ''THAT:
11. 1. subject to paragraph (b) below, the exercise by the directors of the Company during the Relevant Period (as defined in paragraph (c) below) of all the powers of the Company to purchase its shares on The Stock Exchange of

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NOTICE OF THE 2021 AGM

Hong Kong Limited (the ''Stock Exchange'') or on any other stock exchange recognized by the Securities and Futures Commission and the Stock Exchange, subject to and in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange and the applicable laws in this regard, be and is hereby generally and unconditionally approved;

1. the total number of shares of the Company which may be purchased or agreed to be purchased by the Company pursuant to the approval in paragraph (a) above during the Relevant Period shall not exceed 10% of the total number of shares of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be repurchased under the mandate in paragraph (a) above as a percentage of the total number of shares of the Company in issue at the date immediately before and after such consolidation or subdivision shall be the same; and
2. for the purpose of this resolution, ''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest of:
3. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this resolution by ordinary resolution passed by the shareholders of the Company in general meetings; and
   3. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held.'';

11. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

''THAT:

1. subject to paragraph (c) below, the exercise by the directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with authorized and unissued shares in the Company and to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) which might require the exercise of such powers be and is hereby generally and unconditionally approved;

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NOTICE OF THE 2021 AGM

1. the approval in paragraph (a) above shall authorize the directors of the Company to make or grant offers, agreements and options (including warrants, bonds and debentures convertible into shares of the Company) during the Relevant Period which would or might require the exercise of such powers during or after the end of the Relevant Period;
2. the aggregate number of shares of the Company allotted and issued or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to:
3. 1. a Rights Issue (as defined in paragraph (d) below);
   2. the exercise of the outstanding conversion rights attaching to any convertible securities issued by the Company, which are convertible into shares of the Company;
   3. the exercise of options under share option scheme(s) of the Company; and
   4. any scrip dividend scheme or similar arrangement providing for the allotment of shares in the Company 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,

shall not exceed 20% of the total number of shares of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly, and if any subsequent consolidation or subdivision of shares is conducted, the maximum number of shares that may be issued under the mandate in paragraph (a) above as a percentage of the total number of issued shares at the date immediately before and after such consolidation or subdivision shall be the same; and

1. for the purposes of this resolution:
   ''Relevant Period'' means the period from the date of the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the revocation or variation of the authority given under this resolution by ordinary resolution passed by the shareholders of the Company in general meetings; and
   3. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and

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NOTICE OF THE 2021 AGM

''Rights Issue'' means an offer of shares of the Company open for a period fixed by the directors of the Company to holders of shares of the Company or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange).''; and

12. To consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

''THAT conditional upon the passing of resolutions set out in items 10 and 11 of notice convening the AGM (the ''Notice''), the general mandate referred to in the resolution set out in item 11 of the Notice be and is hereby extended by the addition to the aggregate number of shares of the Company which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors of the Company pursuant to such general mandate of an amount representing the aggregate number of shares of the Company purchased by the Company pursuant to the general mandate referred to in the resolution set out in item 10 of the Notice, provided that such amount shall not exceed 10% of the total number of shares of the Company in issue as at the date of passing of this resolution.''.

By order of the Board

Yu Huijiao

Chairman

Hong Kong, 29 April 2021

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NOTICE OF THE 2021 AGM

Notes:

1. Any shareholder of the Company entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote instead of him/her/it. A proxy need not be a shareholder of the Company. A shareholder who is the holder of two or more shares of the Company may appoint more than one proxy to represent him/her/it to attend and vote on his/her/its behalf. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.
2. In order to be valid, a form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power or authority, must be deposited at the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at Level 54, 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. not later than 2 : 30 p.m. on Tuesday, 8 June 2021) or the adjourned meeting (as the case may be). Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the AGM and, in such event, the form of proxy shall be deemed to be revoked.
3. In the case of joint holders of a share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share of the Company as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the AGM, personally or by proxy, that one of the said persons so present whose name stands first in the register in respect of such share of the Company shall alone be entitled to vote in respect thereof.
4. To ascertain shareholders' eligibility to attend and vote at the AGM, the register of members of the Company will be closed from Monday, 7 June 2021 to Thursday, 10 June 2021 (both days inclusive), during which period no share transfer will be effected. In order to qualify for attending and voting at the AGM, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates are lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at its address shown in Note 2 above for registration no later than 4 : 30 p.m. on Friday, 4 June 2021.
5. To ascertain shareholders' entitlement to the proposed final dividend upon passing of resolution no. 2 set out in this notice, the register of members of the Company will be closed from Monday, 21 June 2021 to Wednesday, 23 June 2021 (both days inclusive), during which period no share transfer will be effected. In order to qualify for entitlement to the proposed final dividend, unregistered holders of shares of the Company should ensure that all completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar and transfer office of the Company, Tricor Investor Services Limited, at its address shown in Note 2 above for registration no later than 4 : 30 p.m. on Friday, 18 June 2021.
6. References to time and dates in this notice are to Hong Kong time and dates.

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NOTICE OF THE 2021 AGM

PRECAUTIONARY MEASURES AT THE ANNUAL GENERAL MEETING

In view of the recent developments of the Novel Coronavirus (COVID-19) pandemic, and taking into consideration of the guidelines issued by the Government of Hong Kong, the Company will implement the following preventive measures at the 2021 AGM to protect attending shareholders from the risk of infection:

• compulsory body temperature check will be conducted for every shareholder or proxy at the entrance of the venue;
• every shareholder or proxy is required to wear surgical face mask throughout the meeting;
• no refreshment will be served; and
• no souvenir will be distributed.

Any person who does not comply with the precautionary measures may be denied entry into the 2021 AGM venue.

The Company wishes to remind all shareholders that physical attendance in person at the 2021 AGM is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the 2021 AGM as their proxy to vote on the relevant resolutions at the 2021 AGM as an alternative to attending the 2021 AGM in person.

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