Daohe Global Group Limited — Proxy Solicitation & Information Statement 2016

Sep 7, 2016

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 your stockbroker or other 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 Daohe Global Group Limited (the ‘‘Company’’), you should at once hand this circular, together with the accompanying form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or 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.

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Daohe Global Group Limited 道 和 環球 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 915)

(1) PROPOSED SHARE CONSOLIDATION AND PROPOSED CHANGE IN BOARD LOT SIZE AND

(2) NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting of the Company (the ‘‘SGM’’) to be held on Monday, 26 September 2016 at 11:00 a.m. at Showroom 1A, 1123, Kowloonbay International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong is set out on pages 12 to 14 of this circular. Whether or not you are able to attend the SGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Hong Kong branch share registrar of the Company, Tricor Standard Limited of Level 22, 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 the holding of the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish and in such event, the instrument appointing the proxy shall be deemed to be revoked.

8 September 2016

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Expected Timetable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– i –

DEFINITIONS

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

• ‘‘Announcement’’

• the announcement of the Company dated 25 August 2016 in relation to, among other matters, the Share Consolidation and the Change in Board Lot Size

• ‘‘Board’’

• the board of the Directors

• ‘‘Bye-laws’’

• the bye-laws of the Company adopted pursuant to the written resolution of the then sole shareholder passed on 22 April 2002, as amended from time to time

• ‘‘CCASS’’

• the Central Clearing and Settlement System established and operated by HKSCC

• ‘‘CCASS Operational the Operational Procedures of HKSCC in relation to Procedures’’ CCASS, containing the practices, procedures and administrative requirements relating to operations and functions of CCASS, as from time to time

• ‘‘Change in Board Lot Size’’

• the proposed change in board lot size of the Shares for trading on the Stock Exchange from 10,000 Existing Shares to 1,000 Consolidated Shares

• ‘‘Company’’

• Daohe Global Group Limited, a company incorporated in Bermuda with limited liability and the Shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 915)

• ‘‘Consolidated Share(s)’’

• ordinary share(s) of US$0.04 each in the share capital of the Company upon the Share Consolidation becoming effective

• ‘‘Director(s)’’ director(s) of the Company

• ‘‘Existing Share(s)’’

• ordinary share(s) of US$0.004 each in the share capital of the Company before the Share Consolidation becoming effective

• ‘‘General Rules of CCASS’’

• the terms and conditions regulating the use of CCASS, as may be amended or modified from time to time and where the context so permits, shall include the CCASS Operational Procedures

• ‘‘HK$’’

• Hong Kong dollar(s), the lawful currency of Hong Kong

• ‘‘HKSCC’’

• Hong Kong Securities Clearing Company Limited

– 1 –

DEFINITIONS

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Latest Practicable Date’’ 5 September 2016, 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

• ‘‘Option(s)’’ the share option(s) granted under the share option scheme of the Company

• ‘‘SGM’’ the special general meeting of the Company to be convened and held to consider and, if thought fit, approve the proposed Share Consolidation

• ‘‘Share(s)’’ the Existing Share(s) and/or the Consolidated Share(s), as the case may be

• ‘‘Shareholder(s)’’ holder(s) of the Share(s) ‘‘Share Consolidation’’ the proposed consolidation of every ten (10) issued and unissued Existing Shares of US$0.004 each into one (1) Consolidated Share of US$0.04

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited ‘‘US$’’ United States dollar(s), the lawful currency of the United States of America

• ‘‘%’’ per cent.

– 2 –

EXPECTED TIMETABLE

The expected timetable for the Share Consolidation and the Change in Board Lot Size is set out below. The expected timetable is subject to the satisfaction of all the conditions of the Share Consolidation, including without limitation, the approval of the Share Consolidation by the Shareholders at the SGM and is therefore for indicative purposes only. Any change to the expected timetable will be announced in a separate announcement by the Company as and when appropriate. All times and dates in this circular refer to Hong Kong local times and dates.

Event

Date and time

Latest time for lodging completed transfer forms accompanied by the relevant Share certificates with the Hong Kong branch share registrar of the Company, Tricor Standard Limited, to be qualified for the attendance at the SGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . not later than 4:30 p.m. on Wednesday, 21 September 2016 Closure of the register of members of the Company . . . . . . . . . . Thursday, 22 September 2016 to Monday, 26 September 2016, both dates inclusive Latest time for lodging proxy forms for the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Saturday, 24 September 2016 Expected date of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11:00 a.m. on Monday, 26 September 2016 Announcement of the poll results of the SGM. . . . . . . . . . . . . . . . . . . Monday, 26 September 2016 Register of members of the Company re-opens. . . . . . . . . . . . . . . . . . Tuesday, 27 September 2016 Effective date of the Share Consolidation . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 27 September 2016 Commencement of dealings in the Consolidated Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 27 September 2016 Original counter for trading in the Existing Shares in board lots of 10,000 Shares closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 27 September 2016 Temporary counter for trading in the Consolidated Shares in board lots of 1,000 Consolidated Shares (in form of existing Share certificates) opens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Tuesday, 27 September 2016 First date of free exchange of existing Share certificates for the Existing Shares into new Share certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 27 September 2016

– 3 –

EXPECTED TIMETABLE

Original counter for trading in the Consolidated Shares in board lots of 1,000 Consolidated Shares (in the form of new Share certificates) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 12 October 2016 Parallel trading in the Consolidated Shares (in the form of new and existing Share certificates) commences. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 12 October 2016 Designated broker starts to stand in the market to provide matching services for the sale and purchase of odd lots of the Consolidated Shares. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Wednesday, 12 October 2016 Temporary counter for trading in Consolidated Shares in board lots of 1,000 Consolidated Shares (in form of existing Share certificates) closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 1 November 2016 Parallel trading in the Consolidated Shares (in the form of new and existing Share certificates) ends . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 1 November 2016 Designated broker ceases to stand in the market to provide matching services for the sale and purchase of odd lots of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Tuesday, 1 November 2016 Last day for free exchange of existing Share certificates for new Share certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 3 November 2016

– 4 –

LETTER FROM THE BOARD

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Daohe Global Group Limited 道 和 環球 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 915)

Non-executive Director: Mr. ZHOU Xijian (Chairman)

Executive Directors: Mr. ZHANG Qi (Chief Executive Officer) Mr. WONG Hing Lin, Dennis (President and Chief Financial Officer) Mr. HWANG Han-Lung, Basil (Company Secretary, General Counsel and Head of Development and Investments)

Independent non-executive Directors: Mr. WANG Arthur Minshiang Mr. TSE Hau Yin, Aloysius Mr. HENG Victor Ja Wei

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong: 1123, Kowloonbay International Trade & Exhibition Centre 1 Trademart Drive, Kowloon Bay Kowloon, Hong Kong

8 September 2016

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED SHARE CONSOLIDATION AND PROPOSED CHANGE IN BOARD LOT SIZE AND

(2) NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

As disclosed in the Announcement, the Board proposes to put forward a proposal to the Shareholders to effect the Share Consolidation on the basis that every ten (10) issued and unissued Existing Shares of US$0.004 each be consolidated into one (1) Consolidated Share of US$0.04. Subject to the Share Consolidation becoming effective, it is also proposed that the board lot size for trading on the Stock Exchange be changed from 10,000 Existing Shares to 1,000 Consolidated Shares.

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LETTER FROM THE BOARD

The purpose of this circular is to provide you with further information regarding, among other things, (a) the Share Consolidation; (b) the Change in Board Lot Size; and (c) the notice of SGM.

PROPOSED SHARE CONSOLIDATION

The Board proposes to put forward a proposal to the Shareholders to effect the Share Consolidation on the basis that every ten (10) issued and unissued Existing Shares of US$0.004 each be consolidated into one (1) Consolidated Share of US$0.04.

Effect of the Share Consolidation

As at the Latest Practicable Date, the authorised share capital of the Company was US$40,000,000 divided into 10,000,000,000 Existing Shares, of which 3,531,975,671 Existing Shares had been issued and were fully paid or credited as fully paid. Assuming no further Shares will be allotted, issued or repurchased between the Latest Practicable Date and the date of the SGM, immediately after the Share Consolidation becoming effective, the authorised share capital of the Company will become US$40,000,000 divided into 1,000,000,000 Consolidated Shares, of which 353,197,567 Consolidated Shares (which are fully paid or credited as fully paid) will be in issue.

Status of the Consolidated Shares

Upon the Share Consolidation becoming effective, the Consolidated Shares will rank pari passu in all respects with each other and the Share Consolidation will not result in any change in the relative rights of the Shareholders.

Listing application

Application has been made by the Company to the Listing Committee of the Stock Exchange for the listing of, and permission to deal in, the Consolidated Shares to be issued and any Consolidated Shares which may fall to be issued on the exercise of the subscription right under the Options upon the Share Consolidation becoming effective. Subject to the granting of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange, the Consolidated Shares will be accepted as eligible securities by HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as may be determined by HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. The Share Consolidation will be conducted in accordance with the Bye-laws.

No part of the equity or debt securities of the Company is listed or dealt in on any stock exchange other than the Stock Exchange and no application is being made or is currently proposed or sought for the shares or any other securities of the Company to be listed or dealt in on any other stock exchanges.

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LETTER FROM THE BOARD

Conditions and expected effective date of the Share Consolidation

The Share Consolidation is conditional upon the satisfaction of the following conditions:

• (a) the passing of an ordinary resolution by the Shareholders approving the Share Consolidation at the SGM;

• (b) the compliance with all relevant procedures and requirements under the Bermuda laws (where applicable) to effect the Share Consolidation; and

• (c) the Listing Committee of the Stock Exchange granting the listing of, and permission to deal in, the Consolidated Shares to be issued and any Consolidated Shares which may fall to be issued on the exercise of the subscription right under the Options upon the Share Consolidation becoming effective.

As at the Latest Practicable Date, none of the conditions above had been fulfilled.

Subject to the fulfillment of the above conditions, the Share Consolidation will become effective on Tuesday, 27 September 2016, which is the business day immediately following the date of SGM on which Shares are traded on the Stock Exchange.

Fractional entitlement to Consolidated Shares

Fractional Consolidated Shares, if any, arising from the Share Consolidation, will not be allocated to the Shareholders, but will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares will only arise in respect of the entire shareholding of a holder of the Shares regardless of the number of Share certificates held by such holder.

PROPOSED CHANGE IN BOARD LOT SIZE

The Board also proposes that, subject to the Share Consolidation becoming effective, the board lot size for trading on the Stock Exchange be changed from 10,000 Existing Shares to 1,000 Consolidated Shares with effect from 9:00 a.m. on Wednesday, 12 October 2016.

Based on the closing price of the Shares as quoted on the Stock Exchange as at the Latest Practicable Date of HK$0.242 per Share, the current board lot value amounted to HK$2,420. The proposed new board lot of 1,000 Consolidated Shares, together with the Share Consolidation, will effectively maintain the current board lot value of HK$2,420 (based on the closing price of the Shares as quoted on the Stock Exchange as at the Latest Practicable Date and adjusted for the effect of the Share Consolidation).

OTHER ARRANGEMENTS

Exchange of Share certificates

The existing Share certificates will only be valid for delivery, trading and settlement purposes for the period up to 4:00 p.m. on Tuesday, 1 November 2016 and thereafter will not be accepted for delivery, trading and settlement purposes. However, the existing Share certificates will continue to be good evidence of legal title to the Consolidated Shares on the

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LETTER FROM THE BOARD

basis of ten (10) Existing Shares for one (1) Consolidated Share. The existing Share certificates will be exchanged free of charge for the new Share certificates for Consolidated Shares between 9:00 a.m. and 4:30 p.m. on any business day from Tuesday, 27 September 2016 to Thursday, 3 November 2016 (both dates inclusive) at the Hong Kong branch share registrar of the Company, Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong. It is expected that new Share certificates will be available for collection within 10 business days after the submission of the existing Share certificates for exchange. The new Share certificates will be purple in color so as to distinguish them from the existing Share certificates which are red in color.

Odd lots arrangements and matching services

In order to alleviate the difficulties arising from the existence of odd lots of the Consolidated Shares, the Company has appointed China Everbright Securities (HK) Limited to stand in the market to provide matching services regarding the sale and purchase of the odd lots of the Consolidated Shares at the relevant market price per Consolidated Share, on a best efforts basis, to those Shareholders who wish to acquire odd lots of the Consolidated Shares to make up a full board lot, or to dispose of their holding of odd lots of Consolidated Shares, from Wednesday, 12 October 2016 to Tuesday, 1 November 2016 (both dates inclusive). Holders of odd lots of the Consolidated Shares may contact Mr. William Cheng of China Everbright Securities (HK) Limited at 24/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong at (852) 2106 8378 during office hours in the aforesaid period.

Holders of odd lots of the Consolidated Shares should note that successful matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. If any Shareholder is in doubt about the odd lot trading arrangements, such Shareholder should consult his/her/its own professional advisers.

Trading arrangement for the Consolidated Shares

Subject to the Share Consolidation becoming effective, dealings in the Consolidated Shares are expected to commence on Tuesday, 27 September 2016 at 9:00 a.m.. Parallel trading in the Consolidated Shares (in the form of existing Share certificates and new Share certificates) will be operated from Wednesday, 12 October 2016 to Tuesday, 1 November 2016 (both dates inclusive). Further details of the expected timetable and trading arrangement of the Shares are set out in the section headed ‘‘EXPECTED TIMETABLE’’ on pages 3 to 4 of this circular.

Adjustments in relation to other securities of the Company

As at the Latest Practicable Date, there were outstanding Options entitling the holders thereof to subscribe for up to an aggregate of 25,000,000 Existing Shares. The proposed Share Consolidation may cause adjustment to the exercise price of the Options and the number of Consolidated Shares to be issued under the outstanding Options pursuant to the terms and conditions of the Options and under the terms and conditions of the share option scheme of the Company granting such Options. The Company will make further announcement in respect of such adjustment as and when appropriate. Assuming there are no other adjustment events under

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LETTER FROM THE BOARD

the relevant share option scheme other than the proposed Share Consolidation becoming effective, the outstanding Options will entitle holders thereof to subscribe for up to 2,500,000 Consolidated Shares.

Save as disclosed above, as at the Latest Practicable Date, the Company had no other outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Existing Shares or Consolidated Shares, as the case may be.

REASONS FOR THE PROPOSED SHARE CONSOLIDATION AND CHANGE IN BOARD LOT SIZE

The proposed Share Consolidation will increase the nominal value of the Shares and will reduce the total number of Shares currently in issue. As such, it is expected that the Share Consolidation will bring about a corresponding upward adjustment in the trading price of the Shares. Further, it is expected that the adjusted share price of the Company upon the completion of the Share Consolidation would reduce excessive volatility of share trading, as when the share price is too low, it would be prone to speculative trading by the market and would not be conducive to building an institutional investor base for the Company to support its on-going and long term financing activities and business expansion.

The Board also considers that the proposed Change in Board Lot Size will result in the Consolidated Shares being traded at a value per board lot which is similar to that of the current value per board lot.

Accordingly, the Board is of the view that the Share Consolidation and the Change in Board Lot Size are beneficial to the Company and the Shareholders as a whole.

Save for the necessary expenses for the implementation of the Share Consolidation which are expected to be insignificant in the context of the net asset value of the Company, the implementation of the Share Consolidation will not alter the underlying assets, business operation, management or financial position of the Company or the interests and rights of the Shareholders.

WARNING

Shareholders and potential investors should be aware of and take note that the Share Consolidation is conditional upon satisfaction of the conditions set out in the paragraph headed ‘‘Conditions and expected effective date of the Share Consolidation’’ above in this circular, and the Change in Board Lot Size is conditional upon the Share Consolidation becoming effective. Accordingly, the Share Consolidation and the Change in Board Lot Size may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares, and if they are in any doubt about their position, they should consult their professional advisers.

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LETTER FROM THE BOARD

SGM

The Share Consolidation will be conditional, among other things, upon the passing by the Shareholders of the ordinary resolution approving the same at the SGM.

The SGM will be held on Monday, 26 September 2016 at 11:00 a.m. at Showroom 1A, 1123, Kowloonbay International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong, the notice of which is, set out on pages 12 to 14 of this circular, for the Shareholders to consider and, if thought fit, to approve the Share Consolidation.

According to the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. Therefore, the Chairman will demand a poll for the resolution put to the vote at the SGM pursuant to bye-law 66 of the Bye-laws. After the SGM, the poll results will be published on the respective websites of the Stock Exchange and the Company.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholders are required to abstain from voting on the ordinary resolution to be proposed at the SGM approving the Share Consolidation.

A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM in person, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return the same to the Hong Kong branch share registrar of the Company, Tricor Standard Limited of Level 22, 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 the holding of the SGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof (as the case may be) should you so wish and in such event, the instrument appointing the proxy shall be deemed to be revoked.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

RECOMMENDATION

The Directors are of the opinion that the Share Consolidation and the Change in Board Lot Size are in the interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend the Shareholders to vote in favour of the relevant resolution to be proposed in the SGM.

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LETTER FROM THE BOARD

GENERAL

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully, For and on behalf of the Board ZHOU Xijian Chairman and non-executive Director

– 11 –

NOTICE OF SGM

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Daohe Global Group Limited 道 和 環球 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 915)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the ‘‘SGM’’) of Daohe Global Group Limited (the ‘‘Company’’) will be held on Monday, 26 September 2016 at 11:00 a.m. at Showroom 1A, 1123, Kowloonbay International Trade & Exhibition Centre, 1 Trademart Drive, Kowloon Bay, Kowloon, Hong Kong for the purpose of considering and, if thought fit, passing, with or without modification, the following resolution which will be proposed as an ordinary resolution of the Company:

ORDINARY RESOLUTION

‘‘THAT subject to and conditional upon, among other things, the granting by The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) the listing of, and permission to deal in, the Consolidated Shares (as defined below) to be in issue upon the Share Consolidation (as defined below) becoming effective:

• (a) with effect from the first business day immediately following the date on which this resolution is passed, being a day on which shares of the Company are traded on the Stock Exchange, every ten (10) issued and unissued ordinary shares of US$0.004 each in the share capital of the Company be consolidated (the ‘‘Share Consolidation’’) into one (1) share of US$0.04 (the ‘‘Consolidated Shares’’ and each a ‘‘Consolidated Share’’), such Consolidated Shares shall rank pari passu in all respects with each other and have the rights and privileges and be subject to the restrictions in respect of ordinary shares contained in the bye-laws of the Company;

• (b) all fractional Consolidated Shares resulting from the Share Consolidation will be disregarded and will not be issued to holders of the same but all such fractional Consolidated Shares will be aggregated and, if possible, sold and retained for the benefit of the Company in such manner and on such terms as the directors of the Company (the ‘‘Directors’’) may think fit; and

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NOTICE OF SGM

• (c) any one of the Directors be and is hereby authorised to do all such acts, deeds and things and to sign and execute all such documents, including under seal where applicable, on behalf of the Company, as he may, in his absolute discretion, consider necessary, desirable or expedient to implement and give effect to any or all of the foregoing.’’

By Order of the Board HWANG Han-Lung, Basil Company Secretary

Hong Kong, 8 September 2016

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Head office and principal place of business in Hong Kong: 1123, Kowloonbay International Trade & Exhibition Centre 1 Trademart Drive, Kowloon Bay Kowloon, Hong Kong

Notes:

• (1) A shareholder of the Company entitled to attend and vote at the above meeting may appoint one or, if he/she is the holder of two or more shares, more than one proxy to attend and vote on his/her behalf and such proxy need not be a shareholder of the Company. A form of proxy for use at the meeting is enclosed with a circular of the Company dated 8 September 2016.

• (2) In order to be valid, the form of proxy, together with any power of attorney or authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Hong Kong branch share registrar of the Company, Tricor Standard Limited of Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof (as the case may be).

• (3) Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting convened or any adjournment thereof (as the case may be) and in such event, the instrument appointing the proxy shall be deemed to be revoked.

• (4) In the case of joint holders of a share, any one of such joint holders may vote, either in person or by proxy, in respect of such shares as if he/she were solely entitled thereto but if more than one of such joint holders are present at the meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders. For this purpose, seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

• (5) For the purpose of ascertaining the rights of the shareholders of the Company attending and voting at the meeting, the register of members of the Company will be closed from Thursday, 22 September 2016 to Monday, 26 September 2016, both dates inclusive. In order to be entitled to attend the meeting, all completed transfer forms accompanied by the relevant share certificates must be lodged with the Hong Kong branch share registrar of the Company, Tricor Standard Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Wednesday, 21 September 2016.

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NOTICE OF SGM

• (6) Typhoon or Black Rainstorm Warning Arrangements

• (i) If a tropical cyclone warning signal No. 8 or above is expected to be hoisted or a black rainstorm warning signal is expected to be in force at any time after 8:00 a.m. on the date of the meeting, the meeting will be postponed and the shareholders will be informed of the date, time and venue of the postponed meeting by a supplementary notice posted on the respective websites of the Company (www.daoheglobal.com.hk) and the Stock Exchange (www.hkexnews.hk).

• (ii) If a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is lowered or cancelled at or before 8:00 a.m. on the date of the meeting and where conditions permit, the meeting will be held as scheduled.

• (iii) The meeting will be held as scheduled when an amber or red rainstorm warning signal is in force. Having considered their own situations, shareholders should decide on their own whether they would attend the meeting under any bad weather condition and if they do so, they are advised to exercise care and caution.

• (7) As at the date hereof, the board of directors of the Company comprises one non-executive director, being Mr. ZHOU Xijian (Chairman); three executive directors, being Mr. ZHANG Qi (Chief Executive Officer), Mr. WONG Hing Lin, Dennis (President and Chief Financial Officer) and Mr. HWANG Han-Lung, Basil (Company Secretary, General Counsel and Head of Development and Investments); and three independent non-executive directors, being Mr. WANG Arthur Minshiang, Mr. TSE Hau Yin, Aloysius and Mr. HENG Victor Ja Wei.

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