Da Ming International : CONNECTED TRANSACTION CONDITIONAL SUBSCRIPTION OF NEW SHARES BY THE SUBSCRIBER BEING A CONNECTED PERSON

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.

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 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 Da Ming International Holdings Limited, you should at once hand this circular, to the purchaser or the 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. DA MING INTERNATIONAL HOLDINGS LIMITED 大 明 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1090)

CONNECTED TRANSACTION CONDITIONAL SUBSCRIPTION OF NEW SHARES BY THE SUBSCRIBER BEING A CONNECTED PERSON Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders Donvex Capital Limited

10 April 2017

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DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 LETTER FROM THE INDEPENDENT BOARD COMMITTEE 13 LETTER FROM THE INDEPENDENT FINANCIAL ADVISER 15 APPENDIX - GENERAL INFORMATION 31

Unless the context otherwise requires, the following terms in this circular shall have the meanings set out below:

"Ally Good" Ally Good Group Limited, a company incorporated in the British Virgin Islands with limited liability, owned as to 77.2% by Mr. Zhou Keming and 22.8% by Ms. Xu Xia as at the Latest Practicable Date

"Announcement" the announcement of the Company dated 20 March 2017 (as supplemented by the clarification announcement of the Company dated 21 March 2017) in relation to the Subscription Agreement

"associate" has the meaning ascribed to it under the Listing Rules

"Board" the board of Directors

"Business Day" a day (excluding Saturday, Sunday, public holiday and any day on which a tropical cyclone warning no. 8 or above is hoisted or remains hoisted between 9:00 a.m. and 5:00 p.m. and is not lowered at or before 5:00 p.m. or on which a "black" rainstorm warning is hoisted or remains in effect between 9:00 a.m. and 5:00 p.m. and is not discontinued at or before 5:00 p.m.) on which licensed banks in Hong Kong are generally open for business throughout their normal business hours

"Company" Da Ming International Holdings Limited (大明國際控股有限公 司), a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the main board of the Stock Exchange

"Completion" completion of the subscription of the Subscription Shares pursuant to the Subscription Agreement

"Completion Date" the date falling 5 Business Days after the date (not being later

than the Long Stop Date) on which all the conditions precedent (other than the conditions precedent which shall be satisfied upon Completion) are satisfied or waived in full in accordance with the Subscription Agreement, or such other date as the Company and the Subscriber may agree in writing

"connected person(s)" has the meaning ascribed to it under the Listing Rules "Director(s)" director(s) of the Company

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"General Mandate" the general mandate granted to the Directors by the Shareholders

at the Company's annual general meeting held on 3 June 2016 to allot, issue and deal in new Shares in accordance with the terms and conditions thereof

"Governmental Authority" any government in Hong Kong, the Cayman Islands, the PRC or

elsewhere or political subdivision thereof, any department, agency or instrumentality of any government or political subdivision thereof; any court or arbitral tribunal; and the governing body of any securities exchange, including but not limited to the Stock Exchange

"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 PRC "Independent Board Committee" an independent committee of the Board, comprising all the

independent non-executive Directors, namely, Prof. Hua Min, Mr. Chen Xuedong, Mr. Cheuk Wa Pang and Mr. Lu Daming, appointed by the Board to consider and advise the Independent Shareholders in respect of the Subscription Agreement and the transactions contemplated thereunder

"Independent Financial Adviser" Donvex Capital Limited, the independent financial adviser

appointed to advise the Independent Board Committee and the Independent Shareholders in relation to the Subscription Agreement and the transactions contemplated thereunder

"Independent Shareholders" Shareholders other than those who have a material interest in the

Subscription Agreement and the transactions contemplated thereunder

"JVC" Taiyuan Taigang Daming Metal Products Company Limited (太原 太鋼大明金屬製品有限公司), an indirect non wholly-owned subsidiary of the Company, with 60% of its shares indirectly owned by the Company and 40% of its shares directly owned by

Taiyuan Steel

"Latest Practicable Date" 7 April 2017, being the latest practicable date prior to the printing

of this circular for ascertaining certain information contained in this circular

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