DAH SING BANKING GROUP LIMITED 
By Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.
(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)
NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that an annual general meeting of Dah Sing Banking Group Limited (the "Company") will be held at 20th Floor, Island Place Tower, 510 King's Road, North Point, Hong Kong on Friday, 25 May 2012 at 3:30 p.m. for the purpose of considering and, if thought fit, passing (with or without modifications) the following ordinary resolutions of the Company: As ordinary businesses:
1. To receive and adopt the audited financial statements
together with the Report of the Directors and Independent
Auditor's Report for the year ended 31 December 2011.
2. To approve a final dividend (with scrip option).
3. To re-elect Directors:
(a) Mr. David Shou-Yeh Wong
(b) Mr. Lung-Man Chiu (John Chiu) (c) Mr. Kazutake
Kobayashi
(d) Mr. Yuen-Tin Ng
4. To fix the fees of the Directors for the year ended 31
December 2011.
5. To appoint PricewaterhouseCoopers as auditors of the
Company and to authorize the Directors to fix their
remuneration.
To consider and, if thought fit, pass the following
resolutions as ordinary resolutions:
6. "THAT:-
(a) subject to the following provisions of this resolution
and pursuant to section 57B of the Companies Ordinance, the
exercise by the Directors of the Company during the Relevant
Period (as hereinafter defined) of all the powers of the
Company to allot, issue and deal with additional shares in
the capital of the Company and to make or grant offers,
agreements and options which might require the exercise of
such power be and is hereby
generally and unconditionally approved;
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(b) the approval in paragraph (a) of this resolution shall
authorize the Directors of the Company during the Relevant
Period to make or grant offers, agreements and options, which
might require the exercise of such power after the end of the
Relevant Period;
(c) the aggregate nominal amount of share capital allotted,
issued and dealt with or agreed conditionally or
unconditionally to be allotted, issued and dealt with
(whether pursuant to an option or otherwise) by the Directors
of the Company pursuant to the approval in paragraph (a) of
this resolution, otherwise than pursuant to (i) a Rights
Issue (as hereinafter defined); or (ii) the exercise of
options under any share option scheme or similar arrangement
adopted by the Company for the grant or issue to the
employees and directors of the Company and/or any of its
subsidiaries and/or other eligible participants specified
thereunder of options to subscribe for or rights to acquire
shares of the Company; or (iii) an issue of shares upon the
exercise of the subscription rights attaching to any warrants
which may be issued by the Company; or (iv) an issue of
shares of the Company as scrip dividend or similar
arrangement in accordance with the memorandum and articles of
association of the Company; or (v) pursuant to any existing
specific authority, shall not exceed 20 per cent of the
aggregate nominal amount of the share capital of the Company
in issue as at the date of the passing of this resolution and
the said approval shall be limited accordingly; and
(d) for the purpose of this resolution:
"Relevant Period" means the period from the passing of this
resolution until whichever is the earliest of:-
(i) the conclusion of the next annual general meeting of the
Company;
(ii) the expiration of the period within which the next
annual general meeting of the
Company is required by the Companies Ordinance to be held;
and
(iii) the revocation or variation of the authority given
under this resolution by an ordinary resolution of the
shareholders of the Company in general meeting.
"Rights Issue" means an offer of shares open for a period
fixed by the Directors of the Company to the holders of
shares on the register of members of the Company on a fixed
record date in proportion to their then holdings of such
shares (subject to such exclusions or other arrangements as
the Directors of the Company may deem necessary or expedient
in relation to fractional entitlements or having regard to
any restrictions or obligations under the laws of, or the
requirements of, any recognized regulatory body or any stock
exchange in any territory outside Hong Kong)."
By Order of the Board
Company Secretary
Hong Kong, 25 April 2012
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Notes:
(a) A member entitled to attend and vote at the AGM is entitled to appoint one or, under particular case, more proxies to attend and vote on his behalf. A proxy needs not a member of the Company.
(b) Where there are joint registered holders of any share, any one of such persons may vote at the AGM, either personally or by proxy, in respect of such shares as if he were solely entitled thereto, but if more than one of such joint holders is present at the AGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company shall, in respect of such share, be entitled alone to vote in respect thereof.
(c) In order to be valid, the instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed must be lodged at the Company's share registrar, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding of the AGM (or the adjourned meeting as the case may be).
(d) Completion and return of the form of proxy will not preclude a member from attending and voting in person at the AGM, if he so wishes. If such member attends the AGM, his form of proxy will be deemed to have been revoked.
(e) Biographical details of all the Directors to be re-elected or elected (as the case may be) at the AGM are set out in the Appendix of the circular to the members of the Company.
(f) The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English version shall prevail.
(g) If Typhoon Signal no. 8 or above, or a "black" rainstorm warning is expected to be hoisted any time after 12 noon on the AGM date, the AGM will be postponed. The Company will publish an announcement on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (www.dahsing.com) to notify members of the date, time and place of the rescheduled meeting.
(h) As at the date of this notice, the Directors of the Company comprises Messrs. David Shou-Yeh Wong (Chairman), Hon-Hing Wong (Derek Wong) (Vice Chairman), Harold Tsu-Hing Wong (Managing Director and Chief Executive), Gary Pak-Ling Wang and Lung-Man Chiu (John Chiu) as Executive Directors; Mr. Kazutake Kobayashi as Non-Executive Director; Messrs. Robert Tsai-To Sze, Andrew Kwan-Yuen Leung, Seng-Lee Chan and Yuen-Tin Ng as Independent non-executive Directors.
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