China Yongda Automobile Services Hldg : PROPOSALS FOR GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES AND 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 about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in China Yongda Automobiles Services Holdings Limited, you should at once hand this circular 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.

China Yongda Automobiles Services Holdings Limited

(中國永達汽車服務控股有限公司)

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03669)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES

AND

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of China Yongda Automobiles Services Holdings Limited to be held at 11:00 a.m. on Friday, May 31, 2019 at Chatham Room, Level 7, Conrad Hong Kong, Pacific Place, 88 Queensway, Admiralty, Hong Kong, is set out on pages 15 to 19 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Whether or not you are able to attend the annual general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed (i.e. before 11:00 a.m. on Wednesday, May 29, 2019) for holding the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the annual general meeting if they so wish.

April 30, 2019

DEFINITIONS

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

"Annual General Meeting"	the annual general meeting of the Company to be held at 11:00 a.m.
	Friday, May 31, 2019 at Chatham Room, Level 7, Conrad Hong
	Kong, Pacific Place, 88 Queensway, Admiralty, Hong Kong, or any
	adjournment thereof and notice of which is set out on pages 15 to
	19 of this circular
"Articles of Association"	the amended and restated articles of association of the Company
	adopted on May 5, 2012 and effective on July 12, 2012, and as
	amended from time to time
"Board"	board of Directors
"Company"	China Yongda Automobiles Services Holdings Limited, an
	exempted company incorporated on November 7, 2011 in the
	Cayman Islands with limited liability, with its Shares listed on the
	Main Board of the Stock Exchange
"Companies Law"	the Companies Law Cap. 22 (Law 3 of 1961, as consolidated and
	revised) of the Cayman Islands as amended, supplemented or
	otherwise modified from time to time
"Controlling Shareholder(s)"	has the meaning ascribed thereto under the Listing Rules
"Director(s)"	the director(s) of the Company
"General Mandate"	a general mandate proposed to be granted to the Directors at the
	Annual General Meeting to allot, issue and/or otherwise deal with
	securities not exceeding 20% of the number of the issued Shares as
	at the date of passing of the relevant resolution granting the General
	Mandate
"Group"	the Company and its subsidiaries
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China
"HK$"	Hong Kong dollar(s), the lawful currency of Hong Kong
"Latest Practicable Date"	April 23, 2019, being the latest practicable date prior to the printing
	of this circular for the purpose of ascertaining certain information
	contained in this circular

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	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited, as amended from time to time
"PRC"	The People's Republic of China
"RMB"	Renminbi, the lawful currency of the PRC
"Repurchase Mandate"	a general mandate proposed to be granted to the Directors at the
	Annual General Meeting to repurchase Shares not exceeding 10%
	of the number of issued Shares as at the date of passing of the
	relevant resolution granting the Repurchase Mandate
"Securities and Futures Ordinance"	Securities and Futures Ordinance, Chapter 571 of the Laws of Hong
	Kong, as amended from time to time
"Share(s)"	ordinary share(s) of nominal value of HK$0.01 each in the capital
	of the Company
"Shareholder(s)"	the holder(s) of the Share(s)
"SSE"	Shanghai Stock Exchange
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers, as amended from
	time to time

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LETTER FROM THE BOARD

China Yongda Automobiles Services Holdings Limited

(中國永達汽車服務控股有限公司)

(Incorporated in the Cayman Islands with limited liability)

	(Stock Code: 03669)
Executive Directors:	Registered office:
Mr. Cheung Tak On	190 Elgin Avenue
Mr. Cai Yingjie	George Town
Mr. Wang Zhigao	Grand Cayman KY1-9005
Mr. Xu Yue	Cayman Islands
Ms. Chen Yi
	Corporate headquarters:
Non-executive Director:	299 Ruijin Nan Road
Mr. Wang Liqun	Huangpu District
	Shanghai
Independent Non-executive Directors:	PRC
Ms. Zhu Anna Dezhen
Mr. Lyu Wei	Principal place of business in Hong Kong:
Mr. Mu Binrui	Unit 5708, 57/F, The Center
	99 Queen's Road Central
	Hong Kong
	April 30, 2019
To the Shareholders
Dear Sir or Madam

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SECURITIES AND REPURCHASE SHARES

AND

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to give you the notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting including: a) granting of the General Mandate to issue securities and the Repurchase Mandate to repurchase Shares; and b) the re-election of Directors.

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LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE SECURITIES

In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new securities, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the General Mandate to issue securities. At the Annual General Meeting, an ordinary resolution no. 9(A) will be proposed to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue and/or otherwise deal with the additional securities of the Company not exceeding 20% of the number of issued Shares as at the date of passing of the resolution in relation to the General Mandate. The General Mandate shall be limited by the applicable laws, rules and requirements of the Stock Exchange as amended from time to time, including the restrictions for using the General Mandate to issue (i) securities convertible into new Shares for cash consideration, if the initial conversion price of such convertible securities is lower than the Benchmarked Price (as hereinafter defined) of the Shares at the time of the relevant placing; and (ii) warrants, options or similar rights to subscribe for new Shares or securities convertible into new Shares for cash consideration.

As at the Latest Practicable Date, there were 1,838,650,963 Shares which have been fully paid. Subject to the passing of the ordinary resolution no. 9(A) and on the basis that no further securities are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue a maximum of 367,730,192 Shares (whether by way of Shares or otherwise).

In addition, subject to a separate approval of ordinary resolution no. 9(C), the number of Shares purchased by the Company under ordinary resolution no. 9(B) will also be added to extend the General Mandate as mentioned in ordinary resolution no. 9(A), provided that such additional value shall represent up to 10% of the number of issued Shares as at the date of passing the resolutions in relation to the General Mandate and Repurchase Mandate. The Directors wish to state that they have no immediate plans to issue any new securities of the Company pursuant to the General Mandate.

REPURCHASE MANDATE TO REPURCHASE SHARES

In addition, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the number of issued Shares as at the date of passing of the resolution in relation to the Repurchase Mandate.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

RE-ELECTION OF DIRECTORS

In accordance with Article 104 of the Articles of Association, Mr. Cheung Tak On, Mr. Wang Zhigao and Ms. Zhu Anna Dezhen shall retire by rotation, and being eligible, offered themselves for re-election at the Annual General Meeting.

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