Dah Sing Banking Group Limited — Proxy Solicitation & Information Statement 2008

May 9, 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The Stock Exchange of Hong Kong Limited and Hong Kong Securities Clearing Company 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 doubt as to any aspect of this circular or as to the action you should take, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all of your shares in Dah Sing Banking Group Limited, you should at once hand this circular and the accompanying form of election (“Form of Election”) to the purchaser or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser.

No Shareholder receiving a copy of this circular and/or the Form of Election in any territory outside the Hong Kong SAR may treat the same as an invitation to elect for Shares unless in the relevant territory such invitation could lawfully be made to him/her without the Company having to comply with any registration or other legal requirements, governmental or regulatory procedures or any other similar formalities. It is the responsibility of any Shareholder outside the Hong Kong SAR who wishes to receive New Shares under the Scrip Dividend Scheme to comply with the laws of the relevant jurisdictions including procedures or any other formalities.

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(Incorporated in Hong Kong with limited liability under the Companies Ordinance) The holding company of Dah Sing Bank, Limited and MEVAS Bank Limited

(Stock Code: 2356)

SCRIP DIVIDEND SCHEME IN RELATION TO

THE FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2007

9 May 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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(Incorporated in Hong Kong with limited liability under the Companies Ordinance) The holding company of Dah Sing Bank, Limited and MEVAS Bank Limited

(Stock Code: 2356)

Executive Directors:

David Shou-Yeh Wong (Chairman) Hon-Hing Wong (Derek Wong) (Managing Director and Chief Executive) Lung-Man Chiu (John Chiu) Gary Pak-Ling Wang Harold Tsu-Hing Wong Frederic Suet-Chiu Lau

Registered Office: 36th Floor Dah Sing Financial Centre 108 Gloucester Road Hong Kong

Non-executive Director:

Keisuke Tahara

Independent non-executive Directors:

John William Simpson David Richard Hinde Robert Tsai-To Sze Andrew Kwan-Yuen Leung

9 May 2008

To Shareholders

Dear Sir/Madam,

SCRIP DIVIDEND SCHEME IN RELATION TO THE FINAL DIVIDEND FOR THE YEAR ENDED 31 DECEMBER 2007

1. INTRODUCTION

On 25 March 2008, it was announced that the board of directors (the “ Board ”) of Dah Sing Banking Group Limited (the “ Company ”) recommended the payment of a final dividend of HK$0.15 per share of HK$1.00 each in the capital of the Company (the “ Shares ”) for the year ended 31 December 2007 (the “ Final Dividend ”) payable on or about 3 June 2008 to the shareholders of the Company (the “ Shareholders ”) whose names appear on the register of members of the Company as at the close of business on 24 April 2008 (the “ Record Date ”). Shareholders may exercise their option of electing to receive an allotment of new shares of HK$1.00 each in the capital of the Company (the “ New Shares ”) credited as fully paid in lieu of cash for the Final Dividend (the “ Scrip Dividend Scheme ”). The recommended Final Dividend is still subject to the approval of Shareholders at the annual general meeting of the Company to be held on Wednesday, 28 May 2008 (“ AGM ”).

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

The register of Shareholders of the Company was closed from 21 April 2008 to 24 April 2008, both days inclusive, in order to determine entitlements to the Final Dividend. To qualify for the Final Dividend, all transfers of Shares accompanied by the relevant share certificates must have been lodged for registration with the Company’s share registrar, Computershare Hong Kong Investor Services Limited of 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on 18 April 2008.

The Scrip Dividend Scheme is subject to the approval of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) granting the listing of, and the permission to deal in, the New Shares to be issued under the Scrip Dividend Scheme. Application will be made to the listing committee of the Stock Exchange for the listing of and permission to deal in the New Shares.

The purpose of this circular is to set out the procedures which apply in relation to the Scrip Dividend Scheme and the action which should be taken by Shareholders in relation thereto.

2. DETAILS OF THE SCRIP DIVIDEND SCHEME

Under the Scrip Dividend Scheme, each Shareholder will have the choice of receiving:

• (a) a Final Dividend of HK$0.15 in cash for each Share held on the Record Date; or

• (b) an allotment of New Shares credited as fully paid in lieu of cash for the Final Dividend; or

• (c) a combination of partly in (a) and partly in (b) above.

For the purpose of calculating the number of New Shares to be allotted, the market value of the New Shares has been determined by the Board at HK$15.38 per Share which represents the average closing price per Share on the Stock Exchange for the five consecutive trading days of the Shares up to and including 9 May 2008 (the “ Reference Price ”).

The number of New Shares to be allotted to a Shareholder who wishes to receive the Final Dividend wholly or partly in New Shares will be calculated by dividing the total amount of the Final Dividend on the whole or such part of his registered holding of Shares as he/she so elects by the Reference Price, subject to fractions mentioned below.

Number of existing Shares Number of held on the Record Date for HK$0.15 (Final Dividend per Share) New Shares = x to be received which scrip dividend HK$15.38 (Reference Price) election is made

The number of New Shares to be received will be rounded down to the nearest whole number of New Shares. Fractional entitlements to New Shares in respect of alternatives (b) and (c) above will be aggregated and sold for the benefit of the Company.

The New Shares to be issued pursuant to the Scrip Dividend Scheme will rank pari passu in all respects with the existing issued Shares save that they will not rank for the Final Dividend.

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3. ADVANTAGES OF THE SCRIP DIVIDEND SCHEME

The Scrip Dividend Scheme will give Shareholders the opportunity to increase their investment in the Company at market value without incurring brokerage fees, stamp duty and related dealing costs. The Scrip Dividend Scheme will also benefit the Company because, to the extent that Shareholders elect to receive New Shares, in whole or in part in lieu of cash dividend, the cash which would otherwise have been paid to the Shareholders will be retained for use by the Company.

4. FORM OF ELECTION

A Form of Election is enclosed with this circular for use by the Shareholders who wish to receive the Final Dividend wholly in New Shares or partly in cash and partly in New Shares. If you wish to receive the whole of the Final Dividend in cash, you need not complete the Form of Election.

If you wish to elect to receive an allotment of New Shares, or partly in cash and partly in New Shares, you should use the enclosed Form of Election. If you have signed the Form of Election but do not specify the number of Shares in respect of which you are entitled to receive New Shares under the Scrip Dividend Scheme, or if you elect to receive New Shares in respect of a greater number of Shares than your registered holding on 24 April 2008, you will be deemed to have chosen to receive New Shares in respect of all the Shares of which you were then registered as the holder.

If you wish to receive New Shares in lieu of the cash dividend either in whole or in part, you should complete and sign the enclosed Form of Election in accordance with the instructions printed thereon and return it to the Company’s share registrar, Computershare Hong Kong Investor Services Limited, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on 21 May 2008. No acknowledgment of receipt of the Form of Election will be issued. If the Company’s share registrar does not receive your completed Form of Election by 4:30 p.m. on 21 May 2008, you will receive the whole of your Final Dividend in cash and any election which you may have made in such Form of Election to receive New Shares will be of no effect.

5. OVERSEAS SHAREHOLDERS

(a) United States of America, Canada and Malaysia

The Form of Election will not be sent to Shareholders with registered addresses in the United States of America or any of its territories or possessions, Canada or Malaysia as the Board has been advised by its respective legal advisers that in accordance with securities regulations applicable in the United States of America, Canada and Malaysia respectively, such Shareholders should not receive the Final Dividend in scrip form and accordingly they will only receive the Final Dividend wholly in cash.

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(b) General

The issue of the New Shares has not been, and will not be, registered under any applicable securities legislation and/or regulation of any territory outside the Hong Kong Special Administrative Region of the People’s Republic of China (“ Hong Kong SAR ”). No Shareholder receiving a copy of this circular and/or a Form of Election in any territory outside the Hong Kong SAR may treat the same as an invitation to elect for New Shares unless in the relevant territory such invitation could lawfully be made to him/her without the Company having to comply with any unfulfilled registration or other legal requirements. Shareholders resident outside the Hong Kong SAR should consult their professional advisers as to whether or not they are permitted to receive the Final Dividend in the form of an issue of New Shares or if any governmental or other consent is required and as to the taxation consequences of their decision. It is the responsibility of any Shareholder outside the Hong Kong SAR who wishes to receive New Shares under the Scrip Dividend Scheme to comply with the laws of the relevant jurisdictions including obtaining any registration or complying with other legal requirements, governmental or regulatory procedures or any similar formalities. Shareholders who receive New Shares in lieu of cash for the Final Dividend must also comply with any restrictions on the sale of the Shares which may apply outside the Hong Kong SAR.

6. RECOMMENDATION AND ADVICE

Whether or not it is to your advantage to receive New Shares or cash, in whole or in part, in respect of the Final Dividend depends upon your own individual circumstances, and the decision in this regard and all effects resulting therefrom must solely be the responsibility of each Shareholder. If you are in any doubt as to what to do, you should consult your professional advisers.

Shareholders who are trustees in particular are recommended to seek professional advice as to whether a decision to receive New Shares is within their powers and as to the effect of such decision having regard to the terms of the relevant trust instrument.

Dealings in the New Shares may be settled through the Central Clearing and Settlement System (“ CCASS ”). Investors should seek the advice of your stockbrokers or other professional advisers for details of these settlement arrangements and how such settlement arrangements will affect your rights and interests. All activities under CCASS are subject to the general rules of CCASS and CCASS Operational Procedures in effect from time to time.

7. DISCLOSURE OF INTERESTS

Shareholders should note that an acquisition of New Shares under the Scrip Dividend Scheme may give rise to notification requirements under Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) for those Shareholders who may have notifiable interests in the Company. Shareholders who are in doubt as to how these provisions may affect them are recommended to seek their own professional advice.

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8. LISTING OF AND DEALING IN THE NEW SHARES

Application will be made to the Listing Committee of the Stock Exchange for the approval for the listing of, and permission to deal in, the New Shares to be issued under the Scrip Dividend Scheme. Subject to the approvals being granted by the Stock Exchange and the Shareholders at the AGM, it is expected that dividend warrants for cash dividend and/or share certificates for New Shares will be despatched to Shareholders by ordinary mail at their own risk or, in case of cheques in accordance with standing instructions (if any), on or about 3 June 2008.

Dealings in the New Shares on the Stock Exchange are expected to commence after despatch to Shareholders of the share certificates for the New Shares. The Shares are not listed, or dealt in, on any stock exchange other than the Stock Exchange and no listing or permission to deal is being, or is proposed to be, sought.

Yours faithfully, For and on behalf of the Board Dah Sing Banking Group Limited David Shou-Yeh Wong Chairman

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