Yuanda China : PROPOSAL FOR GENERAL MANDATE TO ISSUE SHARES AND TO BUY BACK SHARES, RE-ELECTION OF 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 your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Yuanda 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, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchange 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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2789)

PROPOSAL FOR

GENERAL MANDATE TO ISSUE SHARES AND TO BUY BACK

SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting to be held at 20, Street 13, Shenyang Economic & Technological Development Area, Shenyang, China on Wednesday, 2 June 2021 at 10:00 a.m. is set out on pages 15 to 19 of this circular. Whether or not you intend to be present and vote at the Annual General Meeting, you are requested to complete the enclosed 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 Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjourned meeting. The completion and delivery of a form of proxy will not preclude you from attending and voting at the Annual General Meeting in person should you so wish. If you attend and vote at the Annual General 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. .	7
Appendix II -	Details of the Directors to be re-elected . . . . . . . . .	12
Notice of Annual General Meeting . . . . . . . . . . . . . . . . .	15

- i -

DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held
	at 20, Street 13, Shenyang Economic & Technological
	Development Area, Shenyang, China on Wednesday, 2
	June 2021 at 10:00 a.m., for the purpose of considering and
	if thought fit, approving the resolutions proposed in this
	circular, or any adjournment thereof
"Articles of Association"	the articles of association of the Company as amended,
	modified or otherwise supplemented from time to time
"associate(s)"	has the same meaning ascribed to it under the Listing Rules
"Board"	the board of Directors
"close associate(s)"	has the same meaning ascribed to it under the Listing Rules
"Companies Law"	the Companies Law, Chapter 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands
"Company"	Yuanda China Holdings Limited（遠大中國控股有限公司）,
	a company incorporated in the Cayman Islands with limited
	liability and the Shares of which are listed on the Stock
	Exchange
"connected person(s)"	has the same meaning ascribed to it under the Listing Rules
"controlling shareholder(s)"	has the same meaning ascribed to it under the Listing Rules
"core connected person(s)"	has the same meaning ascribed to it under the Listing Rules
"Director(s)"	the director(s) of the Company
"General Mandate"	a general mandate proposed to be granted to the Directors
	to allot, issue, and otherwise deal with new Shares, not
	exceeding 20% of the total number of the shares of the
	Company in issue as at the date of passing of the relevant
	resolution

- 1 -

DEFINITIONS

"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollar, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China
"Latest Practicable Date"	23 April 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	in this circular
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"PRC"	the People's Republic of China
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
"Share(s)"	ordinary share(s) of HK$0.10 each capital of the Company
"Share Buy-back Mandate"	a general mandate proposed to be granted to the Directors
	to exercise the power of the Company to buy back shares of
	the Company, not exceeding 10% of the total number of the
	shares of the Company in issue as at the date of passing of
	the relevant resolution
"Shareholder(s)"	holder(s) of the Share(s)
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"substantial shareholder(s)"	has the same meaning ascribed to it under the Listing Rules
"Takeovers Code"	the Code on Takeovers and Mergers issued by the Securities
	and Futures Commission of Hong Kong
"%"	per cent.

- 2 -

LETTER FROM THE BOARD

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2789)

Executive Directors:	Registered Office:
Mr. Kang Baohua (Chairman)	Cricket Square
Mr. Liu Futao (Chief Executive Officer)	Hutchins Drive
Mr. Ma Minghui	P.O. Box 2681
Mr. Wang Hao	Grand Cayman KY1-1111
Mr. Zhao Zhongqiu	Cayman Islands
Mr. Zhang Lei
	Principal Place of Business in
Independent non-executive Directors:	Hong Kong:
Mr. Poon Chiu Kwok	Office 11, 9/F
Mr. Woo Kar Tung, Raymond	Fortune Commercial Building
Mr. Pang Chung Fai, Benny	362 Sha Tsui Road
	Tsuen Wan, New Territories
	Hong Kong
To the Shareholders
Dear Sir or Madam,

PROPOSAL FOR

GENERAL MANDATE TO ISSUE SHARES AND TO BUY BACK

SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you the notice of Annual General Meeting and the proposals to be put forward at the Annual General Meeting for (i) the grant of the General Mandate and 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 retiring Directors.

- 3 -

LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

At the annual general meeting of the Company held on 16 June 2020, resolutions were passed giving general mandate to the Directors (i) to allot, issue and deal with additional Shares with a total number not exceeding 20% of the total number of Shares in issue and

1. to buy back Shares in the capital of the Company up to 10% of the total number of Shares in issue immediately following such meeting. Such general mandates will expire at the conclusion of the forthcoming Annual General Meeting.

At the Annual General Meeting, separate 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 at the earliest of (a) the conclusion of the next annual general meeting of the Company;
2. 1. the expiration of the period within which the next annual general meeting of the Company is required to be held under any the applicable laws or the Articles of Association; and (c) the revocation or variation of the authority given under the resolution by an ordinary resolution of the Shareholders in general meeting. Based on 6,208,734,000 Shares in issue as at the Latest Practicable Date and assuming that no further Shares are issued or bought back prior to the Annual General Meeting and subject to the passing of the proposed ordinary resolution approving the General Mandate, the General Mandate will authorise the Directors to exercise the powers of the Company to allot, issue and deal with up to 1,241,746,800 Shares;
3. 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 total number of Shares in issue was 6,208,734,000 Shares. Subject to the passing of the proposed ordinary resolution approving the granting of the Share Buy-back Mandate and assuming that no further Shares are issued or bought back prior to the Annual General Meeting, the Company would be allowed under the Share Buy-back Mandate to buy back a maximum of 620,873,400 Shares, being 10% of the total number of Shares in issue as at the date of passing of the resolution in relation thereof. The Share Buy-back Mandate will end at the earliest of (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required to be held under any the applicable laws or the Articles of Association; and (c) the revocation or variation of the authority given under the resolution by an ordinary resolution of the Shareholders in general meeting; and
4. • 4 -

LETTER FROM THE BOARD

1. subject to the passing of the aforesaid ordinary resolutions approving of 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 grant the Share Buy-back Mandate at the Annual General Meeting.

RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 83(3) of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting after his/ her appointment and be subject to re-election at such meeting. Mr. Zhao Zhongqiu was appointed as an executive Director on 22 July 2020. Accordingly, Mr. Zhao will retire at the Annual General Meeting, and being eligible, will offer himself for re-election at the Annual General Meeting.

Pursuant to Article 84(1) of the Articles of Association, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at an annual general meeting of the Company at least once every three years. Accordingly, Mr. Kang Baohua, Mr. Liu Futao and Mr. Ma Minghui, each an executive Director, shall retire by rotation and being eligible, will offer themselves for re-election at the Annual General Meeting.

The Company has in place a nomination policy (the "Nomination Policy") which sets out the selection criteria and procedures to be adopted when considering candidates to be appointed or re-elected as Directors. In assessing the re-election of each of Mr. Kang Baohua, Mr. Liu Futao and Mr. Ma Minghui as an executive Director, the nomination committee of the Company (the "Nomination Committee") and the Board have considered their respective contribution and service to the Company, and reviewed their respective expertise and professional qualifications to determine whether each of Mr. Kang Baohua, Mr. Liu Futao and Mr. Ma Minghui satisfies the selection criteria under the Nomination Policy. The Nomination Committee and the Board consider that each of Mr. Kang Baohua, Mr. Liu Futao and Mr. Ma Minghui has the required character and integrity to act as a director of the Company.

- 5 -

LETTER FROM THE BOARD

At the Annual General Meeting, separate ordinary resolutions will be proposed to re-elect Mr. Zhao Zhongqiu, Mr. Kang Baohua, Mr. Liu Futao and Mr. Ma Minghui as executive Directors. The biographical details of such Directors to be re-elected as required to be disclosed under the Listing Rules are set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

The Company will convene the Annual General Meeting at 20, Street 13, Shenyang Economic & Technological Development Area, Shenyang, China on Wednesday, 2 June 2021 at 10:00 a.m. at which resolutions will be proposed for the purpose of considering and if thought fit, approving the resolutions set out in the notice of the Annual General Meeting as set out on pages 15 to 19 of this circular.

A form of proxy for use in connection with the Annual General Meeting is enclosed herewith. Whether or not you intend to be present and vote at the Annual General Meeting, you are requested to complete the enclosed 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 Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. The completion and delivery of a form of proxy will not preclude you from attending and voting at the Annual General Meeting in person should you so wish. If you attend and vote at the Annual General Meeting, the authority of your proxy will be revoked. Pursuant to Rule 13.39(4) of the Listing Rules, voting by the Shareholders at the Annual General Meeting will be taken by poll, except where the chairman of the Annual General Meeting, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

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 Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, there are no other matters the omission of which would make any statement herein or this circular misleading.

- 6 -

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that (i) the grant of the General Mandate and 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 retiring Directors are in the best interests of the Company as well as its Shareholders. Accordingly, the Directors 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

Kang Baohua

Chairman

30 April 2021

- 7 -

APPENDIX I	EXPLANATORY STATEMENT ON
	THE SHARE BUY-BACK MANDATE

This is an explanatory statement given to all Shareholders relating to a resolution to be proposed at the Annual General Meeting for approving the Share Buy-back Mandate. This explanatory statement contains all the information required pursuant to Rule 10.06(1)(b) and other relevant provisions of the Listing Rules which is set out as follows:

1. SHARES IN ISSUE
   As at the Latest Practicable Date, there was a total of 6,208,734,000 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 620,873,400 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 during the period ending on the earliest of (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required to be held under any the applicable laws or the Articles of Association; and (c) the revocation or variation of the authority given under the resolution by an ordinary resolution of the Shareholders in 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 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 audited accounts contained in the annual report of the Company 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.

- 8 -

APPENDIX I	EXPLANATORY STATEMENT ON
	THE SHARE BUY-BACK MANDATE

3. FUNDING OF BUY-BACK

The Company is empowered by its memorandum and 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 its memorandum of association and Articles of Association and laws of the Cayman Islands. Under the laws of the Cayman Islands, payment for a share buy-back by the Company may only be made out of profits or the proceeds of a new issue of Shares made for such purpose or out of capital of the Company. The amount of premium payable on a buy-back of Shares may only be paid out of either the profits or out of the share premium of the Company or out of capital of the Company.

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.

1. 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.
   None of the core connected persons 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 or have 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.
2. UNDERTAKING OF THE DIRECTORS
   The Directors have undertaken to the Stock Exchange that, they will exercise the power of the Company to make buy-backs pursuant to the proposed resolution in respect of Share Buy-back Mandate and in accordance with the Listing Rules, the Articles of Association and the laws of the Cayman Islands.
3. • 9 -

APPENDIX I	EXPLANATORY STATEMENT ON
	THE SHARE BUY-BACK MANDATE

1. EFFECT OF TAKEOVERS CODE
   A buy-back of Shares by the Company may result in an increase in the proportionate interests of a Shareholder of the Company in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
   As at the Latest Practicable Date, Mr. Kang Baohua, an executive Director, chairman of the Board and a controlling shareholder of the Company, was interested in 3,760,704,694 Shares, representing approximately 60.57% of the issued share capital of the Company. 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 Mr. Kang Baohua and his associates in the Company will be increased to approximately 67.30%. Such an increase will not give rise to an obligation to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.
   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 total number of Shares in issue.
2. SHARE BUY-BACK BY THE COMPANY
   In the six months preceding the Latest Practicable Date, neither the Company nor any of its subsidiaries has bought back or sold any of the listed securities of the Company.

- 10 -

APPENDIX I	EXPLANATORY STATEMENT ON
	THE SHARE BUY-BACK MANDATE

8. SHARE PRICES

The highest and lowest traded prices for Shares on the Stock Exchange during the 12 calendar months preceding the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2020
April	0.07	0.06
May	0.07	0.06
June	0.07	0.06
July	0.08	0.06
August	0.08	0.06
September	0.06	0.06
October	0.06	0.06
November	0.06	0.05
December	0.07	0.06
2021
January	0.07	0.06
February	0.09	0.06
March	0.09	0.06
April (up to the Latest Practicable Date)	0.07	0.06

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APPENDIX II DETAILS OF THE DIRECTORS TO BE RE-ELECTED

The biographical details of the Directors proposed to be re-elected at the Annual General Meeting are set out as follows:

Mr. Zhao Zhongqiu（趙忠秋）, aged 56, obtained his bachelor's degree in Engineering from Hunan University（湖南大學）in 1987 with a major in internal combustion engineering. Mr. Zhao joined the Group in 1996 and has more than 25 years in manufacturing and project management. From 1996 to 1998, Mr. Zhao managed production and technology works in Shenyang subsidiary of the Group. From 1999 to 2004, Mr. Zhao served as the deputy general manager and general manager, responsible for the production and project management work in China. In 2005, Mr. Zhao was assigned new duty to conduct the projects operations in America and Africa as a general manager. In 2017, Mr. Zhao was promoted to the president of global operations of the Group, responsible for onshore and offshore businesses. Since 2006 Mr. Zhao has managed more than 100 overseas landmark projects.

Saved as disclosed above, Mr. Zhao (i) does not, nor did he in the past three years, hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas or other major appointments and professional qualifications; (ii) does not have any relationships with any other Directors, senior management or substantial shareholders or controlling shareholders of the Company; and (iii) does not have any interest in the Shares within the meaning of Part XV of the SFO.

Mr. Zhao has entered into a service agreement with the Company for a term of three (3) years commencing on 22 July 2020, which may be terminated by either party giving not less than one (1) month's notice in writing to the other party and is subject to rotation and re-election at least once every three years at the annual general meetings of the Company in accordance with the Articles of Association.

Mr. Zhao is entitled to receive a basic salary of RMB166,000 per annum. Such director's remuneration was determined with reference to the experience and duties of Mr. Zhao as well as the Company's remuneration policy and will be subject to review by the remuneration committee of the Board from time to time.

Mr. Kang Baohua（康寶華）, aged 67 is the founder and chairman of the Group, and was appointed as an executive Director on February 26, 2010. Mr. Kang is the vice president of the Liaoning Chamber of Commerce（遼寧省商會）. Graduated from Liaoning University（遼 寧大學）with a diploma in politics in 1984, Mr. Kang has over 27 years of experience in the curtain wall industry and has been responsible for the overall management and strategic development of the Group since 1992. Prior to founding the Group, Mr. Kang was an executive director of Shenyang Strong Wind Group Company（瀋陽強風集團公司）. Since

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APPENDIX II DETAILS OF THE DIRECTORS TO BE RE-ELECTED

the establishment of the Company, Mr. Kang has been involved in the management of the Company, including business development, finance and corporate strategy formulation. Mr. Kang is also a director of various other subsidiaries of the Group.

Saved as disclosed above, Mr. Kang (i) does not, nor did he in the past three years, hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or other major appointments and professional qualifications; and (ii) does not have any relationships with any other Directors, senior management or substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Kang had interest in 3,760,704,694 Shares within the meaning of Part XV of the SFO.

Mr. Kang has renewed his service contract in April 2019 for another term of three years, subject to termination by not less than three months' notice in writing served by either party on the other and is subject to rotation and re-election at least once every three years at the annual general meetings of the Company in accordance with the Articles of Association.

For the year ended 31 December 2020, Mr. Kang did not receive any basic annual salary from the Company. The emoluments of Mr. Kang as an executive Director was borne by companies under the control of the controlling shareholder of the Company during the year ended 31 December 2020. Such director's remuneration was determined with reference to the experience and duties of Mr. Kang as well as the Company's remuneration policy and will be subject to review by the remuneration committee of the Board from time to time.

Mr. Liu Futao（劉福濤）, aged 56, the chief executive officer of the Group and an executive Director of the Company, obtained his bachelor's degree in Engineering from Shenyang Correspondence University（沈陽廣播電視大學）in 1987 with a major in machinery manufacturing. Mr. Liu joined the Group in 1997 and has more than 23 years in manufacturing and project management. Since 2008, Mr. Liu has been a manager of various Mideast subsidiaries of the Group. In 2012, Mr. Liu was promoted to the regional manager of the northeast China of the Group.

Saved as disclosed above, Mr. Liu (i) does not, nor did he in the past three years, hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas or other major appointments and professional qualifications; and (ii) does not have any relationships with any other Directors, senior management or substantial shareholders or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Liu had interest in 3,603,333 Shares within the meaning of Part XV of the SFO.

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APPENDIX II DETAILS OF THE DIRECTORS TO BE RE-ELECTED

Mr. Liu has renewed his service contract in February 2020 for another term of three years, subject to termination by not less than three months' notice in writing served by either party on the other and is subject to rotation and re-election at least once every three years at the annual general meetings of the Company in accordance with the Articles of Association.

Mr. Liu received a basic annual salary of RMB168,000 for the year ended 31 December 2020. Such director's remuneration was determined with reference to the experience and duties of Mr. Liu as well as the Company's remuneration policy and will be subject to review by the remuneration committee of the Board from time to time.

Mr. Ma Minghui（馬明輝）, aged 40, an executive Director of the Company, obtained his bachelor's degree in Management from Shenyang Institute of Aeronautical Engineering （沈陽航空工業學院）in 2003 with a major in public administration. Mr. Ma joined the Group in 2007 and has accumulated more than 13 years of experience in human resources management and budget management. Since 2011, Mr. Ma has been the secretary to the president of the Group. In 2015, Mr. Ma was promoted to the director of human resources of the Group.

Saved as disclosed above, Mr. Ma (i) does not, nor did he in the past three years, hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas or other major appointments and professional qualifications; (ii) does not have any relationships with any other Directors, senior management or substantial shareholders or controlling shareholders of the Company; and (iii) does not have any interest in the Shares within the meaning of Part XV of the SFO.

Mr. Ma has renewed his service contract in February 2020 for another term of three years, subject to termination by not less than three months' notice in writing served by either party on the other and is subject to rotation and re-election at least once every three years at the annual general meetings of the Company in accordance with the Articles of Association.

Mr. Ma received a basic annual salary of RMB156,000 for the year ended 31 December 2020. Such director's remuneration was determined with reference to the experience and duties of Mr. Ma as well as the Company's remuneration policy and will be subject to review by the remuneration committee of the Board from time to time.

Others

There is no other information relating to the above Directors that is required to be disclosed pursuant to Rule 13.51(2) sub-paragraphs (h) to (v) of the Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2789)

NOTICE IS HEREBY GIVEN that the annual general meeting (the "Annual General Meeting") of Yuanda China Holdings Limited (the "Company") will be held at 20, Street 13, Shenyang Economic & Technological Development Area, Shenyang, China on Wednesday, 2 June 2021 at 10:00 a.m. for the following purposes:

ORDINARY BUSINESS

1. To receive, consider and adopt the audited consolidated financial statements and the reports of the directors of the Company (the "Directors") and the auditors of the Company for the year ended 31 December 2020;
2. To re-elect Mr. Zhao Zhongqiu as executive Director;
3. To re-elect Mr. Kang Baohua as executive Director;
4. To re-elect Mr. Liu Futao as executive Director;
5. To re-elect Mr. Ma Minghui as executive Director;
6. To authorise the board of Directors to fix the Directors' remuneration;
7. To re-appoint KPMG as auditors of the Company and authorise the board of Directors to fix their remuneration;

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NOTICE OF ANNUAL GENERAL MEETING

8. To consider and, if thought fit, pass the following resolution as an 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 and to make or grant offers, agreements and options which might require the exercise of such powers 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 during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which might require the exercise of such powers after the end of the Relevant Period;
3. the total number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a), otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the grant or exercise of options under share option scheme of the Company approved by The Stock Exchange of Hong Kong Limited (the "Stock Exchange"); or (iii) any scrip dividend or similar arrangement providing for the allotment of shares of 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 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 the articles of association of the Company or any applicable laws to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

1. the date upon which the authority set out in this resolution is revoked or varied by way of ordinary resolution 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).";

9. To consider and, if thought fit, pass the following resolution as an 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 issued shares of the Company, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved;
2. the total number of shares of the Company 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 of the Company in issue as at the date of passing this resolution, and the said approval shall be limited accordingly; and
3. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:

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 the articles of association of the Company or any applicable laws to be held; and

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NOTICE OF ANNUAL GENERAL MEETING

1. the date on which the authority set out in this resolution is revoked or varied by way of ordinary resolution of the Company in general meeting.";

SPECIAL BUSINESS

10. To consider and, if thought fit, pass the following resolution as an ordinary resolution of the Company:

"THAT conditional upon the passing of resolutions nos. 8 and 9 above, the general mandate to the Directors pursuant to resolution no. 8 be and is hereby extended by the addition thereto of an amount representing the total number of shares of the Company bought back by the Company under the authority granted pursuant to the resolution no. 9, 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 this resolution."

Yours faithfully

By Order of the Board

Kang Baohua

Chairman

PRC, 30 April 2021

Notes:

1. Any shareholder of the Company (the "Shareholders") entitled to attend and vote at the above meeting may appoint one or more proxies to attend and vote instead of him. A proxy does not need to be a Shareholder.
2. Where there are joint holders of any Share, any one of such joint holders may vote, either in person or by proxy, in respect of such Share as if he was solely entitled thereto, but the vote of the senior holder who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
3. In order to be valid, a form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed or a certified copy thereof shall be deposited at 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 not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof (as the case may be).

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NOTICE OF ANNUAL GENERAL MEETING

1. For determining the entitlement to attend and vote at the Annual General Meeting, the Company's register of members will be closed from Friday, 28 May 2021 to Wednesday, 2 June 2021 (both days inclusive), during which time no transfer of shares will be registered. To ensure that the Shareholders are entitled to attend and vote at the Annual General Meeting, the Shareholders must deliver their duly stamped instruments of transfer, accompanied by the relevant share certificates, to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Room 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong by no later than 4:30 p.m. on Thursday, 27 May 2021 for registration of the relevant transfer.

As at the date of this announcement, the executive directors of the Company are Mr. Kang Baohua, Mr. Liu Futao, Mr. Ma Minghui, Mr. Wang Hao, Mr. Zhao Zhongqiu and Mr. Zhang Lei, and the independent non-executive directors of the Company are Mr. Poon Chiu Kwok, Mr. Woo Kar Tung, Raymond and Mr. Pang Chung Fai, Benny

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