Yincheng International : NOTICE OF ANNUAL GENERAL MEETING AND PROPOSALS FOR DECLARATION OF FINAL DIVIDEND, RE-ELECTION OF DIRECTORS AND GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

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, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Yincheng International Holding Co., Ltd., you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer 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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

NOTICE OF ANNUAL GENERAL MEETING

AND

PROPOSALS FOR DECLARATION OF FINAL DIVIDEND,

RE-ELECTION OF DIRECTORS

AND

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

A notice convening the AGM of Yincheng International Holding Co., Ltd. to be held at 21/F, Block A Yincheng Plaza, 289 Jiangdong Avenue North, Gulou District, Nanjing, Jiangsu Province, China on Friday, 11 June 2021 at 9 a.m., at which, among other things, the above proposals will be considered, which set out on pages 6 to 9 of this circular.

Whether or not you intend to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company's share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M 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 of the meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

12 May 2021

CONTENTS
	Page
Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I - Details of the Directors proposed to be re-elected
at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix II - Explanatory Statement on Repurchase Mandate . . . . . . . . . . . . . . . . . .	13

- i -

RESPONSIBILITY STATEMENT

This circular, for which the Directors (as defined herein) collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules (as defined herein) for the purpose of giving information with regard to the Company. The Directors (as defined herein), having made all reasonable enquiries, confirmed that to the best of their knowledge and belief that the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this circular misleading.

- ii -

DEFINITIONS

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

''AGM''	the annual general meeting of the Company to be convened
	and held at 21/F, Block A Yincheng Plaza, 289 Jiangdong
	Avenue North, Gulou District, Nanjing, Jiangsu Province,
	China on Friday, 11 June 2021 at 9 a.m., notice of which
	is set out on pages 6 to 9 of this circular, and any
	adjournment thereof
''Articles''	the articles of association of the Company (as amended
	from time to time)
''associates''	has the meaning ascribed to it under the Listing Rules
''Board''	the board of Directors
''China'' or ''PRC''	the People's Republic of China, which for the sole purpose
	of this circular, shall exclude Hong Kong, the Macau
	Special Administrative Region of the People's Republic of
	China and Taiwan
''Controlling Shareholders''	has the meaning ascribed to it under the Listing Rules, and
	unless the context requires otherwise, means Mr. Huang,
	Silver Huang Holding Limited and Silver Vally Holding
	Limited collectively
''Companies Law''	the Companies Law (as revised) of the Cayman Islands, as
	amended, supplemented or otherwise modified from time to
	time
''Company''	Yincheng International Holding Co., Ltd., an exempted
	company incorporated in the Cayman Islands with limited
	liability and the Shares of which are listed on the Main
	Board of the Stock Exchange (Stock Code: 1902)
''Director(s)''	director(s) of the Company
''Group''	the Company and its subsidiaries
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC

- 1 -

DEFINITIONS

''Issue Mandate''

''Latest Practicable Date''

''Listing Rules''

''Mr. Huang''

''Repurchase Mandate''

''SFO''

''Share(s)''

''Shareholder(s)'' ''Stock Exchange'' ''Takeovers Code''

''HK$'' and ''cents''

''%''

a general unconditional mandate proposed to be granted to the Directors at the AGM to allot, issue and deal with Shares of up to 20% of the total number of Shares in issue as at the date of passing of the relevant resolution granting such mandate and adding thereto any Shares representing the aggregate number of Shares repurchased by the Company pursuant to the authority granted under the Repurchase Mandate

10 May 2021, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein

the Rules Governing the Listing of Securities on the Stock Exchange

Mr. Huang Qingping (黃清平), the chairman of the Board, a non-executive Director and one of the Controlling Shareholders

a general unconditional mandate proposed to be granted to the Directors at the AGM to repurchase such number of issued and fully paid Shares of up to 10% of the total number of Shares in issue as at the date of passing of the relevant resolution granting such mandate

the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), as amended, supplemented or otherwise modified from time to time

ordinary share(s) with nominal value of HK$0.1 each in the share capital of the Company which are traded in Hong Kong dollars and listed on the Main Board of the Stock Exchange

holder(s) of the Share(s)

The Stock Exchange of Hong Kong Limited

The Hong Kong Code on Takeovers and Mergers and Share Buy-backs issued by the Securities and Futures Commission of Hong Kong, as amended, supplemented or otherwise modified from time to time

Hong Kong dollars and cents, the lawful currency of Hong Kong

per cent.

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