Dah Chong Hong : Notice of General Meeting

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(Incorporated in Hong Kong with limited liability)

(Stock Code: 01828)

NOTICE OF GENERAL MEETING

NOTICE IS HEREBY GIVEN that a general meeting (the "General Meeting") of Dah

Chong Hong Holdings Limited (the "Company") will be held at Salon 1-5 of JW Marriott Ballroom, Level 3, JW Marriott Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Thursday, 19 December 2019, at 10:45 a.m. (or if later immediately after the conclusion or adjournment of the meeting of the Scheme Shareholders (as defined in the Scheme as referred to below) convened at the direction of the High Court of the Hong Kong Special Administrative Region (the "High Court") for the same day and place) for the purpose of considering and, if thought fit, passing, the following as special resolution:

SPECIAL RESOLUTION

"THAT:

1. subject to the approval of the scheme of arrangement dated 2 December 2019 (the "Scheme") between the Company and the Scheme Shareholders (as defined in the Scheme) in the form of the print contained in the scheme document dated 2 December 2019 which has been produced to this General Meeting and for the purpose of identification signed by the chairman of this General Meeting, with any modification of or addition to it, or any condition, as may be approved or imposed by the High Court, for the purpose of giving effect to the Scheme, on the date on which the Scheme becomes effective in accordance with the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (the "Effective Date"):
2. 1. the share capital of the Company be reduced by cancelling and extinguishing the Scheme Shares (as defined in the Scheme);
   2. subject to and forthwith upon such reduction of capital taking effect, the share capital of the Company be increased to its former amount by the creation of such number of new shares of the Company (the "Shares") as is equal to the number of Scheme Shares cancelled and extinguished; and
   3. the Company shall apply the credit arising in its books of account as a result of the said reduction of capital in paying up in full the Shares to be created as aforesaid, which new Shares shall be allotted and issued, credited as fully paid, to the Nominee (as defined in the Scheme) and the directors of the Company be and are hereby unconditionally authorised to allot and issue the same accordingly;

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1. the listing of the Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") be withdrawn, subject to the Scheme taking effect; and
2. the directors of the Company be and are hereby unconditionally authorised to do all acts and things considered by them to be necessary or desirable in connection with the implementation of the Scheme, including (without limitation) (i) the making of an application to the Stock Exchange for the withdrawal of the listing of the Shares on the Stock Exchange, subject to the Scheme taking effect; (ii) the reduction of capital, (iii) the allotment and issue of the Shares referred to above; and (iv) the giving, on behalf of the Company, of consent to any modification of, or addition to, the Scheme, which the High Court may see fit to impose and to do all other acts and things considered by them to be necessary or desirable in connection with the implementation of the Scheme and the Proposal (as defined in the Scheme)."

By order of the board

Dah Chong Hong Holdings Limited

Lai Ni Hium

Executive Director and Chief Executive Officer

Hong Kong, 2 December 2019

As at the date of this notice, the directors of the Company are:

Executive Directors: Lai Ni Hium and Lee Tak Wah;

Non-Executive Directors: Zeng Chen (Chairman), Yin Ke, Kwok Man Leung and Fei Yiping;

Independent Non-Executive Directors: Chan Kay Cheung, Chan Hui Dor Lam, Doreen, Woo Chin Wan, Raymond, Zhang Lijun and Cheng Jinglei.

Notes:

1. Unless otherwise defined in this notice or the context otherwise requires, terms defined in the Scheme shall have the same meanings when used in this notice.
2. At the General Meeting, the chairman of the General Meeting will put forward the above resolution to be voted on by way of poll.
3. A white form of proxy for use at the General Meeting is enclosed with the Scheme Document.
4. A member entitled to attend and vote at the General Meeting shall be entitled to appoint another person as his proxy to attend and vote instead of him. A proxy need not be a member of the Company. A member who is the holder of two or more shares may appoint more than one proxy to attend on the same occasion.
5. In order to be valid, the white form of proxy, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy thereof, must be lodged with the Company's share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, 48 hours before the time appointed for holding the General Meeting or any adjournment thereof. Completion and return of the white form of proxy will not preclude a member from attending and voting in person at the General Meeting or any adjournment thereof. In the event that a member attends and votes at the General Meeting after having lodged his/her/its form of proxy, his/her/its form of proxy shall be deemed to be revoked.

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1. In the case of joint holders of a Share, if more than one of such joint holders be present at any meeting personally or by proxy, that one of the said persons so present whose name stands first on the Register in respect of such Share shall alone be entitled to vote in respect thereof.
2. For the purpose of determining the entitlement to attend and vote at the General Meeting, the register of members of the Company will be closed from Monday, 16 December 2019 to Thursday, 19 December 2019, both days inclusive, and during such period, no transfer of the Shares will be effected. In order to qualify to attend and vote at the General Meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong no later than 4:30 p.m. (Hong Kong time) on Friday, 13 December 2019.
3. In case of any inconsistency, the English version of this notice shall prevail.

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