Yingde Gases : Circulars - Response Document Relating to Voluntary Conditional Cash Offers by UBS Ag, Hong Kong Branch on Behalf of Pagac Ii-2 Limited to Acquire All Issued Shares of Yingde Gases Group Company Limited (other Than Those Already Acquired Or Agreed to be Acquired by Pagac Ii-2 Limited and Parties Acting in Concert with It) and for Cancellation of All Outstanding Options of Yingde Gases Group Company Limited

If you are in any doubt as to any aspect of this Response Document or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Yingde Gases Group Company Limited, you should at once hand this Response Document to the purchaser or the transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this Response Document, 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 Response Document.

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) RESPONSE DOCUMENT RELATING TO VOLUNTARY CONDITIONAL CASH OFFERS BY UBS AG, HONG KONG BRANCH ON BEHALF OF PAGAC II-2 LIMITED TO ACQUIRE ALL ISSUED SHARES OF YINGDE GASES GROUP COMPANY LIMITED (OTHER THAN THOSE ALREADY ACQUIRED OR AGREED TO BE ACQUIRED BY PAGAC II-2 LIMITED AND PARTIES ACTING IN CONCERT WITH IT) AND FOR CANCELLATION OF ALL OUTSTANDING OPTIONS OF YINGDE GASES GROUP COMPANY LIMITED Financial adviser to the Company Independent Financial Adviser to the Independent Board Committee

Terms used in this cover shall have the same meanings as defined in this Response Document.

A letter from the Board is set out on pages 5 to 12 of this Response Document. A letter from the Independent Board Committee containing its recommendation to the Independent Shareholders in connection with the Offers are set out on pages 13 to 16 of this Response Document. A letter from Rothschild (Hong Kong) Limited, the independent financial adviser to the Independent Board Committee and the Independent Shareholders, containing its advice and recommendation in connection with the Offers, is set out on pages 17 to 44 of this Response Document.

25 March 2017

Page

DEFINITIONS 1 LETTER FROM THE BOARD 5 LETTER FROM THE INDEPENDENT BOARD COMMITTEE 13 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER 17 APPENDIX I - FINANCIAL INFORMATION OF THE GROUP 45 APPENDIX II - PROFIT WARNING ANNOUNCEMENT 157 APPENDIX III - REPORT FROM MORGAN STANLEY ON THE PROFIT WARNING ANNOUNCEMENT 160 APPENDIX IV - REPORT FROM KPMG ON THE PROFIT WARNING ANNOUNCEMENT 162 APPENDIX V - GENERAL INFORMATION 164

In this Response Document, the following expressions have the meanings set out below, unless the context requires otherwise:

acting in concert has the meaning given to it in the Takeovers Code Anglo Chinese Anglo Chinese Corporate Finance, Limited, a licensed corporation to carry out Type 1 (dealing in securities), Type 4 (advising on securities), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO, and the financial adviser to Mr. Zhongguo Sun and Mr. Trevor Strutt, both being Directors associate(s) has the meaning given to it in the Takeovers Code Board the board of Directors Business Day a day on which the Stock Exchange is open for the transaction of business

Company Yingde Gases Group Company Limited 盈德氣體集團有限公 司, an exempted company incorporated in the Cayman Islands with limited liability on 25 September 2007

concert parties in respect of a person, persons acting in concert with such a person Director(s) director(s) of the Company Executive the Executive Director of the Corporate Finance Division of the SFC or any delegate of the Executive Director Form(s) of Acceptance the form(s) of acceptance and transfer in respect of the Offers

accompanying(ies) the Offer Document

Group the Company and its subsidiaries HK$ Hong Kong dollars, the lawful currency of Hong Kong Hong Kong the Hong Kong Special Administrative Region of the People's Republic of China Independent Board Committee the independent committee of the Board (comprising Mr.

Zheng Fuya, Dr. Wang Ching, Mr. Zhihe Mah and Mr. Rawen Zhi Hong Huang, all being independent non-executive Directors) established for the purpose of advising the Independent Shareholders in respect of the Offers

Independent Financial Adviser Rothschild (Hong Kong) Limited, a licensed corporation to

carry out Type 1 (dealing in securities), Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), and the independent financial adviser to the Independent Board Committee in respect of the Offers

Independent Shareholders holder(s) of the Share(s) other than (i) the Offeror and parties

acting in concert with it; and (ii) Mr. Zhongguo Sun and Mr. Trevor Strutt, both being executive Directors, and their respective associates

Latest Practicable Date 23 March 2017, being the latest practicable date prior to the

printing of this Response Document for the purpose of ascertaining certain information for inclusion in this Response Document

Listing Rules the Rules Governing the Listing of Securities on the Stock Exchange Memorandum of Undertaking the memorandum of undertaking dated 27 February 2017

between Mr. Zhongguo Sun, Mr. Trevor Raymond Strutt, Baslow Technology Limited, Bubbly Brooke Holdings Limited and the Offeror as described in the Rule 3.5 Announcement and in the Offer Document

Morgan Stanley Morgan Stanley Asia Limited, a company incorporated in Hong Kong, that is licensed for Type 1 (dealing in securities), Type 4 (advising on securities), Type 5 (advising on futures contracts), Type 6 (advising on corporate finance) and Type 9 (asset management) regulated activities under the SFO, and the financial adviser to the Company in relation to the Offers Offer Document the offer document dated 10 March 2017 issued by the Offeror in respect of the Offers in accordance with the Takeovers Code containing, among other things, detailed terms of the Offers, together with the Form(s) of Acceptance Offer Period has the meaning ascribed to it under the Takeovers Code, being the period commencing on 9 January 2017 (the date of the announcement of the Company in relation to the interest of Air Products and Chemicals, Inc., to acquire the Company by way of a scheme of arrangement in consideration of cash) and ending on the close of the Offers Offer Share(s) the Shares which are subject to the Offers