Dah Chong Hong : Circular regarding the Proposals for General Mandates to Issue Shares and to Repurchase Shares, Re-election of Directors and Notice of Annual General Meeting

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Dah Chong Hong Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the licensed securities dealer or 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 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.

(Incorporated in Hong Kong with limited liability)

(Stock Code: 01828) PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Dah Chong Hong Holdings Limited to be held at Grand Ballroom, Lobby Level, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Monday, 22 May 2017 at 10:30 a.m. is set out in Appendix III to this circular.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the share registrar of Dah Chong Hong Holdings Limited, Tricor Investor Services Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours (excluding any part of a day that is a public holiday) before the time of the Annual General Meeting. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting should you so wish.

30 March 2017

Page

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board

1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

2. Proposed General Mandates to issue Shares and to repurchase Shares . . . . . . . . 3

3. Proposed Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

4. Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

5. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

Appendix I - Explanatory Statement and Memorandum in relation to the Buyback Mandate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6 Appendix II - Biographies of retiring Directors offering for re-election at the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9 Appendix III - Notice of Annual General Meeting 13

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

"Annual General Meeting" the annual general meeting of the Company to be held at

Grand Ballroom, Lobby Level, Grand Hyatt Hong Kong, 1 Harbour Road, Wanchai, Hong Kong on Monday, 22 May 2017 at 10:30 a.m., or, where the context so admits, any adjournment thereof;

"Board" the board of Directors;

"Companies Ordinance" the Companies Ordinance (Chapter 622 of the Laws of Hong

Kong) as amended, supplemented or otherwise modified from time to time;

"Company" Dah Chong Hong Holdings Limited, a company incorporated in Hong Kong with limited liability, the Shares of which are listed on the Stock Exchange;

"Directors" directors of the Company;

"Group" the Company and its subsidiaries;

"HK$" Hong Kong dollars, the lawful currency of Hong Kong;

"Latest Practicable Date" 24 March 2017, being the latest practicable date prior to the

printing of this circular for the purpose of ascertaining certain information contained in this circular;

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange;

"Notice" the notice convening the Annual General Meeting, a copy of which is set out in Appendix III to this circular;

"SFO" the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) as amended, supplemented or otherwise modified from time to time;

"Share(s)" share(s) of the Company;

"Shareholder(s)" holder(s) of Shares in the Company;

"Stock Exchange" The Stock Exchange of Hong Kong Limited;

"subsidiary(ies)" has the meaning ascribed to it by the Listing Rules;

"%" per cent.

(Incorporated in Hong Kong with limited liability)

(Stock Code: 01828)

Directors:

Zhang Jijing* (Chairman)

Lai Ni Hium (Chief Executive Officer)

Lau Sei Keung (Executive Director)

Lee Tak Wah (Executive Director)

Fung Kit Yi, Kitty (Chief Financial Officer)

Kwok Man Leung* Fei Yiping*

Hsu Hsung, Adolf** Yeung Yue Man**

Chan Kay Cheung**

Chan Hui Dor Lam, Doreen** Woo Chin Wan, Raymond**

* Non-executive Director

** Independent non-executive Director

Registered Office:

8th Floor

DCH Building

20 Kai Cheung Road Kowloon Bay

Hong Kong

30 March 2017

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR GENERAL MANDATES TO ISSUE SHARES AND TO REPURCHASE SHARES, RE-ELECTION OF DIRECTORS AND NOTICE OF ANNUAL GENERAL MEETING 1. INTRODUCTION

The purpose of this circular is to provide you with information in connection with the proposals at the Annual General Meeting to consider (i) the grant of the general mandates to issue Shares and to repurchase Shares; and (ii) re-election of Directors, and to give you the notice of the Annual General Meeting.