Dream International : (1) PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES, (2) DECLARATION AND PAYMENT OF A FINAL DIVIDEND, (3) PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND (4) NOTICE OF THE ANNUAL 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 your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold all your shares in Dream International Limited, you should at once hand this document to the purchaser or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser.

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.

DREAM INTERNATIONAL LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1126)

(1)PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES,

(2)DECLARATION AND PAYMENT OF A FINAL DIVIDEND,

(3)PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND

(4)NOTICE OF THE ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Dream International Limited to be held at The Grand Room 1/F, Best Western Grand Hotel, 23 Austin Avenue, Tsim Sha Tsui, Kowloon, Hong Kong on 10 May 2019 at 10:30 a.m. is set out on pages 12 to 16 of this circular. Whether or not you are able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the registered office of the Company at 6/F, Tower 1, South Seas Centre, 75 Mody Road, Tsim Sha Tsui, Kowloon, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting or any adjournment thereof. Completion and return of the form of proxy will not prevent shareholders from attending and voting in person at the meeting if they so wish.

29 March 2019

		CONTENTS
			Pages
DEFINITIONS .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			2
APPENDIX I	-	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX II	- DETAILS OF DIRECTORS BEING PROPOSED
		FOR RE-ELECTION AT THE ANNUAL
		GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX III	-	NOTICE OF THE ANNUAL GENERAL MEETING . . . . . . . . . . . .	12

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DEFINITIONS

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

''Annual General Meeting''

''Articles of Association''

''Code''

''Companies Ordinance''

''Company''

''Director(s)''

''Group''

''Hong Kong''

''Latest Practicable Date''

''Listing Rules''

''Proposed Repurchase Mandate''

''Securities and Futures Ordinance''

the annual general meeting of the Company to be held on 10 May 2019 at 10:30 a.m. at The Grand Room 1/F, Best Western Grand Hotel, 23 Austin Avenue, Tsim Sha Tsui, Kowloon, Hong Kong, or any adjournment thereof

the articles of association of the Company

the Hong Kong Code on Takeovers and Mergers

the Companies Ordinance, Chapter 622 of the laws of Hong Kong

Dream International Limited

the director(s) of the Company

the Company and its subsidiaries

The Hong Kong Special Administrative Region of the People's Republic of China

27 March 2019, being the latest practicable date prior to the printing of this circular

the Rules Governing the Listing of Securities on the Stock Exchange

a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10 per cent. of the aggregate number of the Shares in issue of the Company as at the date of passing of the relevant resolution granting the Proposed Repurchase Mandate

Securities and Futures Ordinance, Chapter 571 of the laws of Hong Kong

''Share(s)''	ordinary share(s) in the capital of the Company
''Shareholder(s)''	the holder(s) of Share(s)
''Stock Exchange''	The Stock Exchange of Hong Kong Limited

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LETTER FROM THE BOARD

DREAM INTERNATIONAL LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1126)

Executive Directors:	Registered Office:
Mr. Kyoo Yoon Choi (Chairman)	6/F, Tower 1,
Mr. Young M. Lee	South Seas Centre,
Mr. Hyun Ho Kim	75 Mody Road,
Mr. Sung Sick Kim	Tsim Sha Tsui,
	Kowloon, Hong Kong
Independent Non-executive Directors:
Professor Cheong Heon Yi
Mr. Tae Woong Kang
Dr. Chan Yoo
	29 March 2019
To the Shareholders
Dear Sir or Madam,

(1)PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES,

(2)DECLARATION AND PAYMENT OF A FINAL DIVIDEND,

(3)PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND

(4)NOTICE OF THE ANNUAL GENERAL MEETING

INTRODUCTION

On 25 March 2019, the Directors announced the audited consolidated results of the Company for the year ended 31 December 2018. The purpose of this circular is to provide you with information regarding the general mandates to issue Shares and to repurchase Shares which are proposed to be granted to the Directors and the proposed re-election of the Directors who are due to retirement. These ordinary resolutions will be proposed at the Annual General Meeting.

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LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE SHARES

In order to ensure flexibility to the Directors, in the event that it becomes desirable to issue any Share, approval is to be sought from Shareholders, pursuant to the Listing Rules, for a general mandate to issue Shares. At the Annual General Meeting, an ordinary resolution no. 6(1) will be proposed to grant a general mandate to the Directors to exercise the powers of the Company to allot and issue new Shares up to 10 per cent. of the aggregate number of Shares in issue as at the date of passing of the resolution in relation to such general mandate. As at the Latest Practicable Date, the number of Shares in issue was 676,865,000. Subject to the passing of the resolution granting the general mandate to the Directors to exercise the powers of the Company to allot and issue new Shares and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to allot a maximum of 67,686,500 Shares during the period ending on the earlier of the conclusion of the next annual general meeting of the Company or the date by which the next annual general meeting of the Company is required to be held by law or the date upon which such authority is revoked or varied by a resolution of the Shareholders in general meeting. In addition, subject to a separate approval of the ordinary resolution no. 6(3), the number of Shares purchased by the Company under ordinary resolution no. 6(2) will also be added to the 10 per cent. general mandate as mentioned in the ordinary resolution no. 6(1).

GENERAL MANDATE TO REPURCHASE SHARES

In addition, an ordinary resolution no. 6(2) will be proposed to provide the Directors with the authority to exercise the powers of the Company to repurchase Shares representing up to 10 per cent. of the aggregate number of Shares in issue as at the date of passing of the resolution in relation to such Proposed Repurchase Mandate.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the Proposed Repurchase Mandate is set out in Appendix I to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions at the Annual General Meeting.

DECLARATION AND PAYMENT OF A FINAL DIVIDEND

The Board recommended the declaration and payment of a final dividend of HK8 cents per Share in respect of the year ended 31 December 2018, totaling HK$54,149,000. The final dividend is subject to approval of the Shareholders at the Annual General Meeting. Ordinary resolution no. 2 will be proposed at the Annual General Meeting to approve the payment of the final dividend. The final dividend, if approved by the Shareholders at the Annual General Meeting, will be payable on 31 May 2019 to Shareholders whose names appear on the register of members of the Company on 17 May 2019. For details on closure of the register of members of the Company for entitlement to the final dividend, please refer to the paragraph headed ''Closure of Register of Members'' below.

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