(I) VERY SUBSTANTIAL DISPOSAL AND CONNECTED TRANSACTION: DISPOSAL OF A SUBSIDIARY; AND (II) NOTICE OF EXTRAORDINARY GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of 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 Yue Da International Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or other transferee or to the bank, stockbroker 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 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.

YUE DA INTERNATIONAL HOLDINGS LIMITED

悅 達 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 629)

1. VERY SUBSTANTIAL DISPOSAL AND CONNECTED TRANSACTION:
   DISPOSAL OF A SUBSIDIARY;

AND

(II) NOTICE OF EXTRAORDINARY GENERAL MEETING

Joint Financial Advisers

Independent Financial Adviser to the Independent Board Committee and

the Independent Shareholder

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

A notice convening the EGM to be held at office nos. 3321-3323 and 3325, 33/F., China Merchants Tower, Shun Tak Centre, No. 168-200 Connaught Road Central, Hong Kong at 10:00 a.m. on Friday, 18 October 2019 is set out on pages EGM-1 to EGM-2 of this circular. A form of proxy for the extraordinary general meeting is enclosed herein. Whether or not you are able to attend the meeting in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the branch share registrar of the Company in Hong Kong, Hong Kong Registrars Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for holding of the meeting. Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting if you so wish.

30 September 2019

		CONTENTS
			Page
DEFINITIONS .	. . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . . . . . . . . .	16
LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . . . . . . . .	18
APPENDIX I	-	FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . .	I-1
APPENDIX II	-	FINANCIAL INFORMATION OF THE TARGET GROUP . .	II-1
APPENDIX III	-	UNAUDITED PRO FORMA FINANCIAL INFORMATION
		OF THE REMAINING GROUP . . . . . . . . . . . . . . . . . . . . . . . . .	III-1
APPENDIX IV	-	VALUATION REPORT OF THE TARGET COMPANY . . . . .	IV-1
APPENDIX V	-	GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	V-1
NOTICE OF EGM .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	EGM-1

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DEFINITIONS

In this circular, unless the context otherwise required, the following terms and expressions shall have the following meanings when used herein:

''2018 Disposal''	the Disposal (as defined in the announcement of the
	Company dated 23 May 2018);
''Articles of Association''	the articles of association of the Company;
''Baoshan Feilong''	Baoshan Feilong Nonferrous Metal Co., Ltd 保山市飛龍有
	色金屬有限責任公司., a company incorporated in the
	PRC, which engaged in exploration, mining, processing
	and sales of metal minerals in the PRC;
''Board''	the board of Directors;
''Company''	Yue Da International Holdings Limited, a company
	incorporated in the Cayman Islands with limited liability,
	the shares of which are listed on the Stock Exchange;
''Completion''	the completion of the Disposal and transactions
	contemplated under the Share Purchase Agreement in
	accordance with the terms therein;
''Completion Date''	the date of Completion, or such other date as the Company
	and the Purchaser may agree in writing;
''Conditions Precedent''	The conditions precedent to the Completion as set out in
	the paragraph headed ''Conditions Precedent'' under the
	section headed ''The Share Transfer Agreement'' in this
	circular;
''connected person(s)''	has the meaning ascribed to it under the Listing Rules;
''Consideration''	the sum of RMB230.8 million to be paid by the Purchaser
	to the Company for the Sale Shares in such time, mode
	and manner as set out in the Share Purchase Agreement;
''Director(s)''	the director(s) of the Company;

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	DEFINITIONS
''Disposal''	the disposal of the Sale Shares pursuant to the terms and
	conditions of the Share Purchase Agreement;
''Disposal Announcement''	the announcement of the Company dated 23 July 2019 in
	relation to the Disposal and the Share Purchase
	Agreement;
''EGM''	the extraordinary general meeting of the Company to be
	convened for the purpose of considering and, if thought fit,
	approving the Disposal and transactions contemplated
	under the Share Purchase Agreement;
''Group''	the Company and its subsidiaries;
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC;
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong;
''Independent Board Committee''	a committee of the Board comprising all the independent
	non-executive Directors established for the purpose of
	considering and advising the Independent Shareholders in
	respect of the Share Purchase Agreement and the Disposal;
''Independent Financial Adviser''	Veda Capital Limited, a licensed corporation to carry out
	type 6 (advising on corporate finance) regulated activity as
	defined under the Securities and Futures Ordinance, being
	the independent financial adviser to the Independent Board
	Committee and the Independent Shareholders in respect of
	the Share Purchase Agreement and transactions
	contemplated thereunder;
''Independent Shareholders''	Shareholder(s) other than those required to abstain from
	voting on the resolution(s) relating to the Disposal at the
	EGM under the Listing Rules;
''Independent Valuer''	GW Financial Advisory Services Limited;

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	DEFINITIONS
''Latest Practicable Date''	27 September 2019, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information contained in this circular;
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange;
''Long Stop Date''	23 January 2020, or any other date as agreed between the
	Company and Purchaser in writing;
''Main Board''	the Main Board of the Stock Exchange;
''Mines''	the mine located at Hetaoping Mine*, the mining site
	situated in Yunnan Province;
''Mining Rights''	the mining and exploitation rights in the Mine;
''PRC''	the People's Republic of China, and for the purpose of this
	circular only, excluding Hong Kong, the Macau Special
	Administrative Region of the People's Republic of China
	and Taiwan;
''Purchaser''	Yue Da Group (H.K.) Co., Limited;
''Purchaser's Group''	the Purchaser and its subsidiaries, excluding the Company
	and the Group;
''Remaining Group''	the Group after Completion of the Disposal;
''Sale Shares''	the entire issued share capital of the Target Company;
''Shareholder(s)''	the holder(s) of the share(s) of the Company;
''Share Purchase Agreement''	The share purchase agreement dated 23 July 2019 entered
	into between the Purchaser and the Company in relation to
	the Disposal;

• The English translation is for identification purpose only and not an official registered name.

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