Yingde Gases : Announcements and Notices - Announcement

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Yingde Gases Group Company Limited

盈德氣體集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 02168) ANNOUNCEMENT

This announcement is made by Yingde Gases Group Company Limited (the "Company") pursuant to Rule 13.09 of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited and the Inside Information Provisions (as defined in the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong).

Reference is made to the announcement ("Announcement") of the Company dated 19 January 2017 in respect of, among others, grounds (the "Allegations") for proposed removal of Mr. Zhongguo Sun ("Mr. Sun") and Mr. Trevor Raymond Strutt ("Mr. Strutt") as directors of the Company at an extraordinary general meeting to be convened by the Company raised by Rongton Investments Limited in a notice dated 19 January 2017. Capitalized terms used in this announcement shall have the same meanings as ascribed to them in the Announcement unless the context otherwise requires.

As stated in the Announcement, the Allegations were highly similar to those contained in a letter dated 27 December 2016 from Mr. Zhao Xiangti ("Mr. Zhao", the chairman and an executive director of the Company) to Mr. Sun and Mr. Strutt, and Mr. Zhao has also repeatedly requested for discussion for the matters at the board level.

On 20 January 2017, Mr. Sun and Mr. Strutt sent a letter to the Company, extract of which is as follows:

"We, Sun Zhongguo and Trevor Strutt, refer to the announcement of the Company dated 19th January, 2017 (the "Announcement") relating to the Requisition Notice from Rongton to require an extraordinary general meeting for shareholders to consider our removal. As Shareholders will be aware Bubbly Brooke Holdings Limited and Baslow Technology Limited have already requisitioned a meeting to make changes to the board which was announced on 12th January, 2017. Defined terms used in the Announcement have been used in this announcement.

The Announcement has made a number of allegations and concludes by calling for a response by 22nd January, 2017. We strongly dispute the inferences made through the allegations and will respond in detail as soon as practicable and in any event in good time before the holding of the EGM at which the board composition will be considered."

The Company will make appropriate announcement when there is any further update with respect to the Allegations.

Hong Kong, 23 January 2017

By order of the Board

Yingde Gases Group Company Limited

盈德氣體集團有限公司

Zhao Xiangti

Chairman

As at the date of this announcement, the executive directors of the Company are Mr. Zhao Xiangti, Mr. He Yuanping and Mr. Zhang Yunfeng; the non-executive directors of the Company are Mr. Zhongguo Sun, Mr. Trevor Raymond Strutt and Mr. Suo Yaotang; and the independent non-executive directors of the Company are Mr. Zheng Fuya, Dr. Wang Ching and Dr. Feng Ke.

All directors of the Company jointly and severally accept full responsibility for the accuracy of the information contained in this announcement in any material respect, and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement contained in this announcement misleading in any material respect.