KO YO : PROPOSED CHANGE OF AUDITORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

3600369-t01circ

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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

If you have sold or transferred all your Shares in Ko Yo Chemical (Group) Limited, you should at once hand this circular to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 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.

Ko Yo Chemical (Group) Limited

玖 源 化 工（集 團）有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0827)

PROPOSED CHANGE OF AUDITORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

A notice convening an extraordinary general meeting of Ko Yo Chemical (Group) Limited (the "Company") to be held at Suite No. 02, 31st Floor, Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong on Friday, 19 February 2016, at 3:00 p.m., is set out on pages 5 to 6 of this circular. A form of proxy for use at the extraordinary general meeting is also enclosed.

Whether or not you intend to attend the extraordinary general meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the share registrar of the Company in Hong Kong, Union Registrars Limited at A18/F., Asia Orient Tower, Town Place, 33 Lockhart Road, Wanchai, Hong Kong, together with any power of attorney or other authority, under which it is signed, or a notarially certified copy of that power or authority, not less than 48 hours before the time for holding the meeting or any adjournment thereof. The completion and return of the form of the proxy will not preclude you from attending and voting in person at the extraordinary general meeting or any adjourned meetings should you so desire.

1 February 2016

Page

Definitions 1 Letter from the Board

Introduction 2

Proposed Change of Auditors 3

EGM 3

Voting by way of Poll 4

Responsibility Statement 4

Recommendation 4

Notice of EGM 5

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

"Articles of Association" the articles of association of the Company "Board" the board of Directors

"Company" Ko Yo Chemical (Group) Limited, a company incorporated in the Cayman Islands with limited liability and the Shares are listed on the main board of the Stock Exchange

"Directors" the directors of the Company

"EGM" the extraordinary general meeting of the Company to be held at Suite No. 02, 31st Floor, Sino Plaza, 255-257 Gloucester Road, Causeway Bay, Hong Kong on Friday, 19 February 2016 at 3:00 p.m., notice of which is set out on pages 5 to 6 of this circular

"Group" the Company and its subsidiaries

"Hong Kong" the Hong Kong Special Administrative Region of the People's Republic of China

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

"PwC" PricewaterhouseCoopers

"Share(s)" ordinary share(s) of HK$0.10 each in the capital of the Company

"Shareholder(s)" holder(s) of the Share(s)

"Stock Exchange" The Stock Exchange of Hong Kong Limited

"Zhonghui" Zhonghui Anda CPA Limited

Ko Yo Chemical (Group) Limited

玖 源 化 工（集 團）有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 0827)

Executive Directors:

Mr. Li Weiruo (Chairman)

Mr. Yuan Bai Ms. Chi Chuan

Ms. Man Au Vivian Mr. Li Shengdi

Mr. Li Feng Mr. Li Ciping

Independent Non-executive Directors:

Mr. Hu Xiaoping

Mr. Woo Che-wor, Alex Mr. Qian Laizhong

Mr. Sun Tongchuan

Registered Office:

Cricket Square Hutchins Drive

P.O. Box 2681 GT

Grand Cayman KY1-1111 Cayman Islands

Principal place of business in Hong Kong:

Suite No. 02, 31st Floor Sino Plaza

255-257 Gloucester Road Causeway Bay

Hong Kong

1 February 2016

To the Shareholders

Dear Sir or Madam,

PROPOSED CHANGE OF AUDITORS AND NOTICE OF EXTRAORDINARY GENERAL MEETING

1. INTRODUCTION

Reference is made to the announcement of the Company dated 27 January 2016.

At the forthcoming EGM, an ordinary resolution will be proposed to seek the Shareholders' approval for, among others, the appointment of auditors of the Company.