Success Dragon International : (1) PROPOSED CAPITAL REORGANISATION; (2) PROPOSED CHANGE IN BOARD LOT SIZE; AND (3) NOTICE OF SPECIAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, or registered institution in securities, bank manager, solicitor, certified public accountant or other professional adviser.

If you have sold or transferred all your shares in Success Dragon International Holdings Limited you should at once hand this circular, and the accompanying proxy form 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.

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.

Success Dragon International Holdings Limited

勝 龍 國 際 控 股 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1182)

1. PROPOSED CAPITAL REORGANISATION;
2. PROPOSED CHANGE IN BOARD LOT SIZE; AND
3. NOTICE OF SPECIAL GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in this circular.

A notice convening the SGM to be held at Units 5 & 6, 17/F, Convention Plaza Office Tower, 1 Harbour Road, Wan Chai, Hong Kong on Monday, 7 June 2021 at 2 : 30 p.m. is set out in the Notice of SGM in this circular. A form of proxy for use by the Shareholders at the SGM is enclosed with this circular. Whether or not you are to attend the SGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Registrar, Tricor Secretaries Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding the SGM. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM should you so wish.

PRECAUTIONARY MEASURES FOR THE SGM

Considering the outbreak of the COVID-19, certain measures will be implemented at the SGM with a view to addressing the risk to attendees of infection, including, without limitation:

• all attendees being required to (a) undergo body temperature screening; and (b) wear surgical masks prior to admission to the SGM venue;
• attendees who are subject to health quarantine prescribed by the HKSAR Government not being admitted to the SGM venue;
• all attendees being required to wear surgical masks throughout the SGM;
• appropriate seating arrangement; and
• no distribution of corporate gift or refreshment.

Any person who does not comply with the precautionary measures may be denied entry into the SGM venue. Shareholders are encouraged to consider appointing the chairman of the SGM as your proxy to vote on the relevant resolution, instead of attending the SGM in person.

13 May 2021

CONTENT
	Page
Precautionary Measures for the Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

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PRECAUTIONARY MEASURES FOR THE SPECIAL GENERAL MEETING

In view of the ongoing Coronavirus Disease 2019 (COVID-19) pandemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the SGM:

1. Compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendees at the entrance of the SGM venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the SGM venue and be asked to leave the SGM venue.
2. Shareholders that (a) have travelled, and have been in close contact with any person who has travelled, outside of Hong Kong (as per guidelines issued by the Hong Kong Government at www.chp.gov.hk/en/features/102742.html) at any time in the preceding fourteen (14) days; (b) are, and have been, in close contact with any person who is, subject to any Hong Kong Government prescribed compulsory quarantine (including home quarantine); (c) are, and have been, in close contact with anyone who has contracted COVID-19, has been tested preliminarily positive of COVID-19 or is suspected of contracting COVID-19; or
   (d) have any flu-like symptoms, may be denied entry into the SGM venue and be asked to leave the SGM venue.
3. All Shareholders, proxies and other attendees are required to wear surgical face masks inside the SGM venue at all times. Any person who does not comply with this requirement may be denied entry into the SGM venue and be asked to leave the SGM venue. A safe distance between seats are also recommended.
4. No distribution of corporate gift or refreshment will be provided at the SGM.

To the extent permitted under the laws of Hong Kong, the Company reserves the right to deny entry into the SGM venue or require any person to leave the SGM venue in order to ensure the safety of the attendees at the SGM.

In the interest of all stakeholders' health and safety and consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the SGM is not necessary for the purpose of exercising voting rights. As an alternative to attending the SGM in person, Shareholders are encouraged to consider appointing the Chairman of the SGM as their proxy to vote on the relevant resolutions at the SGM by submitting proxy forms with voting instructions inserted.

The proxy form can be downloaded from the Company's website at http://successdragonintl.com/ and the website of The Stock Exchange of Hong Kong Limited at http://www.hkexnews.hk. If you are not a registered Shareholder (if your Shares are held via banks, brokers, custodians or the Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

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DEFINITIONS

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

''Adjusted Shares''	ordinary share(s) of par value HK$0.01 each in the issued and
	unissued share capital of the Company upon the Capital
	Reorganisation becoming effective
''Board''	the board of Directors
''Business Day(s)''	a day (other than Saturday, Sunday or public holiday) on which
	licensed banks in Hong Kong are open for normal banking
	business during their normal business hours
''Bye-laws''	bye-laws of the Company, as amended from time to time
''Capital Reduction''	the proposed reduction of the nominal or par value of each
	issued Consolidated Share from HK$0.2 to HK$0.01 by
	cancelling the paid-up capital to the extent of HK$0.19 on
	each of the issued Consolidated Shares
''Capital	the Share Consolidation, the Capital Reduction and the Share
Reorganisation''	Subdivision
''CCASS''	the Central Clearing and Settlement System established and
	operated by HKSCC
''Change in Board Lot	the proposed change in board lot size for trading in the Shares
Size''	from 10,000 Existing Shares to 5,000 Adjusted Shares upon the
	Capital Reorganisation becoming effective
''Companies Act''	the Companies Act 1981 of Bermuda
''Company''	Success Dragon International Holdings Limited, a company
	incorporated in Bermuda with limited liability, and the ordinary
	shares of which are listed on the Main Board of the Stock
	Exchange (Stock code: 1182)
''Consolidated	ordinary share(s) of par value HK$0.2 each in the issued and
Share(s)''	unissued share capital of the Company immediately after the
	Share Consolidation becoming effective
''Director(s)''	the director(s) of the Company
''Existing Share(s)''	ordinary share(s) of par value of HK$0.01 each in the share
	capital of the Company prior to the Capital Reorganisation
	becoming effective
''Group''	the Company and its subsidiaries

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	DEFINITIONS
''HK$''	the lawful currency of Hong Kong dollars
''HKSCC''	Hong Kong Securities Clearing Company Limited
''Hong Kong''	the Hong Kong Special Administrative Region of the People's
	Republic of China
''Latest Practicable	10 May 2021, being the latest practicable date prior to the
Date''	printing of this circular for ascertaining certain information
	contained herein
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Registrar''	the branch share registrar and transfer office of the Company in
	Hong Kong, Tricor Secretaries Limited at Level 54, Hopewell
	Centre, 183 Queen's Road East, Hong Kong
''SGM''	the special general meeting of the Company to be convened and
	held for the purpose of considering and, if thought fit,
	approving, among other things, the Capital Reorganisation
''Share(s)''	the Existing Share(s), Consolidated Share(s), or Adjusted
	Share(s) (as the case maybe)
''Share Consolidation''	the proposed consolidation of every twenty (20) issued and
	unissued Existing Shares of par value HK$0.01 each into one (1)
	Consolidated Share of par value HK$0.2 each
''Share Subdivision''	the proposed sub-division of each authorised but unissued
	Consolidated Share of par value HK$0.2 each (including those
	arising from the Capital Reduction) into twenty (20) Adjusted
	Shares of par value HK$0.01 each
''Shareholders''	the holder(s) of Share(s)
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''%''	per cent.

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