Yingde Gases : Announcements and Notices - Clarification Announcement in Respect of Sun & Strutt Circular Dated 27 January 2017

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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) CLARIFICATION ANNOUNCEMENT IN RESPECT OF SUN & STRUTT CIRCULAR DATED 27 JANUARY 2017

Reference is made to the circular of Yingde Gases Group Company Limited (the "Company") dated 27 January 2017 (the "Sun & Strutt Circular") and the announcement relating to the notice of extraordinary general meeting of the Company dated 27 January 2017 (the "Sun & Strutt EGM Notice"). Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meanings as those defined in the Sun & Strutt Circular.

The Company wishes to clarify ("Clarification") certain information contained in the Sun & Strutt Circular as follows:

In the paragraph headed "Insufficient number of independent non-executive Directors" on page 5 of the Sun & Strutt Circular, it was stated that "Rule 3.10(1) of the Listing Rules provides that all listed issuers must have at least three independent non-executive directors. Rule 3.10(2) of the Listing Rules provides that at least one independent non-executive director must have appropriate professional qualifications or accounting or related financial management expertise. Rule 3.10A of the Listing Rules further provides that a listed issuer must appoint independent non-executive directors representing at least one-third of the board. Rule 3.21 of the Listing Rules provides that every listed issuer must establish an audit committee and that it must comprise a minimum of three non-executive directors, at least one of whom is an independent non-executive director that satisfies Rule 3.10(2) of the Listing Rules. In the event proposed resolutions no. 5 and no. 8 from Bubbly and Baslow are passed:

(i) the Company will only have two independent non-executive directors resulting a failure to comply with the requirements of Rule 3.10(1), Rule 3.10(A) and Rule 3.21 of the Listing Rules; and (ii) that the removal of Dr. Feng Ke, who satisfies Rule 3.10(2) requirement would result in the Company failing to comply with the requirements of Rule 3.10(2) of the Listing Rules."

It should read as "Rule 3.10(1) of the Listing Rules provides that all listed issuers must have at least three independent non-executive directors. Rule 3.21 of the Listing Rules provides that every listed issuer must establish an audit committee and that it must comprise a minimum of three non-executive directors. In the event that proposed resolutions no.5 and no.8 from Bubbly and Baslow are passed, the Company will only have two independent non-executive directors resulting in a failure to comply with the requirements of Rule 3.10(1) and Rule 3.21 of the Listing Rules."

The above mentioned Clarification does not affect any other information contained in the Sun & Strutt Circular and the Sun & Strutt EGM Notice. Save as aforesaid, all other contents of the Sun & Strutt Circular and Sun & Strutt EGM Notice remain unchanged.

Reference is also made to the Company's announcement dated 19 January 2017 in respect of the requisition notice ("Zhao Requisitions") from Rongton Investments Limited, which is controlled by Mr. Zhao Xiangti, the chairman of the Company, requiring an extraordinary general meeting ("Zhao EGM") to be convened for Shareholders to consider, if thought fit, to remove Mr. Sun & Mr. Strutt. Zhao EGM is expected to be held on the same date of the Sun & Strutt EGM and a separate circular for Zhao EGM will be despatched in due course. As Sun & Strutt Requisitions and Zhao Requisitions are highly related to each other, Shareholders are reminded to read the Zhao Circular and the Sun & Strutt Circular (including the Clarification) together to make an informed decision in voting on the relevant resolutions at the Zhao EGM and the Sun & Strutt EGM.

Hong Kong, 27 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.