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 circular, together with the enclosed form of proxy 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,
    1. PROPOSED RE-ELECTION OF RETIRING DIRECTORS AND
      1. NOTICE OF THE ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Dream International Limited to be held at Opera I, B3, Intercontinental Grand Stanford Hong Kong, 70 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on 7 May 2021 at 10:30 a.m. is set out on pages 13 to 17 of this circular. A form of proxy for use at the annual general meeting is also enclosed. 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 share registrar of the Company, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen's Road East, 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.

8 April 2021

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

To prevent and control the spreading of the novel coronavirus (COVID-19) pandemic, the Company will implement the following preventive measures at the Annual General Meeting to safeguard the health and safety of the attending Shareholders, staff and stakeholders of the Company:

  1. Compulsory temperature checks will be conducted for every attendee at the entrance of the Annual General Meeting venue. Any person who has a body temperature of over 37.3 degrees Celsius or exhibiting flu-like will be denied entry into or be required to leave the Annual General Meeting venue.
  2. Every attendee must wear a surgical face mask throughout the Annual General Meeting and inside the Annual General Meeting venue. Please note that no masks will be provided at the Annual General Meeting venue and attendees should bring and wear their own surgical face masks.
  3. Following the Hong Kong Government's regulation, the number of attendees inside the Annual General Meeting venue, who will be physically attending the Annual General Meeting, will be limited. Shareholders and/or their proxies will be admitted into the Annual General Meeting venue on a first-come-first-served basis.
  4. Attendees are asked to maintain appropriate social distancing at all time when attending the Annual General Meeting.
  5. No distribution of corporate gifts and no refreshments will be served at the Annual General Meeting.

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine will be denied entry into or required to leave the Annual General Meeting venue at the absolute discretion of the Company.

The Company wishes to advise all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. For the health and safety of Shareholders, the Company strongly recommends Shareholders to exercise their voting rights by appointing the chairman of the Annual General Meeting as their proxy to vote on the relevant resolution(s) instead of attending the Annual General Meeting in person, by completing and returning the form of proxy enclosed to this circular by the time specified.

The Company will closely monitor the development of the COVID-19 pandemic and any regulations or measures introduced or to be introduced by the Hong Kong Government in relation to the COVID-19 pandemic. The Company will ensure that the Annual General Meeting will be conducted in compliance with the regulations or measures of the Hong Kong Government and Shareholders will not be deprived of their right of voting on the resolution to be proposed at the Annual General Meeting. Further announcement(s) will be made by the Company as soon as possible if there is any update to the preventive measures as mentioned above.

- i -

CONTENTS

Pages

DEFINITIONS . .

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2

APPENDIX I

- EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7

APPENDIX II

- DETAILS OF DIRECTORS BEING PROPOSED

FOR RE-ELECTION AT THE ANNUAL

GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10

APPENDIX III

- NOTICE OF THE ANNUAL GENERAL MEETING . . . . . . . . . . . .

13

- ii -

DEFINITIONS

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

''Annual General Meeting''

the annual general meeting of the Company to be held on

7 May

2021 at 10:30 a.m. at Opera I, B3, Intercontinental

Grand

Stanford Hong Kong, 70 Mody Road, Tsim Sha

Tsui East, Kowloon, Hong Kong, or any adjournment

thereof

''Articles of Association''

''Board''

''Code''

''Companies Ordinance''

''Company''

''Director(s)''

''Group''

''Hong Kong''

''Latest Practicable Date''

''Listing Rules''

''Proposed Repurchase Mandate''

the articles of association of the Company

the board of Directors

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

30 March 2021, 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 percent. 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

Securities and Futures Ordinance, Chapter 571 of the laws

Ordinance''

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

- 1 -

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

Mr. Min Jung Lee

Kowloon, Hong Kong

Independent Non-executive Directors:

Professor Cheong Heon Yi

Dr. Chan Yoo

Mr. Jong Hun Lim

8 April 2021

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
    1. NOTICE OF THE ANNUAL GENERAL MEETING

INTRODUCTION

On 26 March 2021, the Directors announced the audited consolidated results of the Company for the year ended 31 December 2020. 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.

- 2 -

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. 7(3), the number of Shares purchased by the Company under ordinary resolution no. 7(2) will also be added to the 10 per cent. general mandate as mentioned in the ordinary resolution no. 7(1).

GENERAL MANDATE TO REPURCHASE SHARES

In addition, an ordinary resolution no. 7(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 HK10 cents per Share in respect of the year ended 31 December 2020, totaling HK$67,687,000. 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 28 May 2021 to Shareholders whose names appear on the register of members of the Company on 14 May 2021. 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.

- 3 -

LETTER FROM THE BOARD

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

In accordance with Article 92 of the Articles of Association, Mr. Min Jung Lee and Mr. Jong Hun Lim shall hold office only until the next following general meeting of the Company. Mr. Min Jung Lee and Mr. Jong Hun Lim, who being eligible, and offer themselves for re-election at the Annual General Meeting.

In accordance with Article 101 of the Articles of Association, Professor Cheong Heon Yi shall retire by rotation, and being eligible, offered himself for re-election at the Annual General Meeting.

Mr. Young M. Lee wants to devote more time to his personal commitments and he has decided to retire as an executive Director with effect from the conclusion of the Annual General Meeting and will not offer himself for re-election at the Annual General Meeting. Mr. Lee has confirmed that he had no disagreement with the Board and there were no other matters in relation to his retirement that need to be brought to the attention of the Shareholders.

Professor Cheong Heon Yi was appointed as the independent non-executive Director on 22 November 2003 and has served on the Board for more than 10 years. To the best knowledge of the Board, Professor Cheong Heon Yi has not relied on the remuneration given by the Company and he is independent of any connected person and substantial shareholder of the Company. Therefore, the Board believes that Professor Cheong Heon Yi is able to exercise his professional judgment and draw upon his extensive knowledge in accounting and financial management and corporate governance matters for the benefit of the Company and its shareholders as a whole and, in particular, the independent shareholders. The Board considers that Professor Cheong Heon Yi meets the independence guidelines set out in Rule 3.13 of the Listing Rules and is independent in accordance with the terms of the guidelines.

The Company has received from each of the independent non-executive Directors an annual confirmation of his independence pursuant to Rule 3.13 of the Listing Rules. The Company considers all of the independent non-executive Directors are independent.

The Nomination Committee has considered the background, skills, knowledge and experience of Mr. Min Jung Lee, Mr. Jong Hun Lim and Professor Cheong Heon Yi having regard to the nomination policy of the Company and the objective criteria (including but not limited to age, skills, regional, industry experience, background, race, gender and other qualities), with due regard for the benefits of diversity as set out in the Company's board diversity policy, their respective contributions to the Board and commitment to their roles.

The Board considers that Mr. Min Jung Lee, Mr. Jong Hun Lim and Professor Cheong Heon Yi have extensive experience in different fields and professionals that are relevant to the Company's business. In addition, their respective education, background, experience and practice allow them to provide valuable and relevant insights and contribute to the diversity of the Board.

Details of the above named Directors who are subject to re-election at the Annual General Meeting are set out in Appendix II to this circular in accordance with the relevant requirements of the Listing Rules.

- 4 -

LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from 4 May 2021 to 7 May 2021, both dates inclusive, during which period no share transfers can be registered. In order to qualify for attending and voting at the above meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on 3 May 2021.

The register of members of the Company will also be closed for one day on 14 May 2021, during that day no transfer of shares will be effected. In order to qualify for the proposed final dividend (subject to Shareholders' approval at the Annual General Meeting), all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on 13 May 2021.

ANNUAL GENERAL MEETING

Set out in Appendix III to this circular is the notice of the Annual General Meeting, a form of proxy for use at the Annual General Meeting is enclosed. Whether or not you intend to be present at the meeting, you are requested to complete the form of proxy and return it to the share registrar of Company in accordance with the instruction printed thereon not less than 48 hours before the time fixed for the holding of the Annual General Meeting. Completion and return of the form of proxy will not prevent the Shareholders from attending and voting in person at the Annual General Meeting if they so wish.

VOTING BY POLL

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders at a general meeting must be taken by a poll.

The chairman of the Annual General Meeting shall therefore demand voting on all resolutions set out in the notice of the Annual General Meeting be taken by way of poll pursuant to Article 73 of the Articles of Association.

On a poll, every Shareholder present in person or by proxy or (being a corporation) by its duly authorised representative shall have one vote for each share registered in his/her name in the register. A Shareholder entitled to more than one vote needs not use all his/her votes or cast all the votes he/she uses in the same way.

The results of the poll will be published on the website of the Stock Exchange at www.hkexnews.hk and the Company's website at www.dream-i.com.hk on the same day after the Annual General Meeting.

- 5 -

LETTER FROM THE BOARD

RECOMMENDATION

The Directors consider that the proposed ordinary resolutions for the granting to the Directors of the general mandate to issue Shares and the Proposed Repurchase Mandate, the declaration and payment of a final dividend and for the re-election of Directors are in the interests of the Group and its Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully,

For and on behalf of the Board

Dream International Limited

Kyoo Yoon Choi

Chairman

- 6 -

APPENDIX I

EXPLANATORY STATEMENT

The following is the explanatory statement required to be sent to Shareholders under the Listing Rules in connection with the Proposed Repurchase Mandate and also constitutes the memorandum required under Section 239 of the Companies Ordinance.

SHARES IN ISSUE

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 Proposed Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 67,686,500 Shares, which represents 10 per cent. of the aggregate number of Shares in issue, 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.

REASONS FOR REPURCHASE

The Directors believe that the ability to repurchase Shares is in the interests of the Company and its Shareholders.

Repurchases may, depending on the circumstances, result in an increase in net assets per share and/or earnings per share. The Directors are seeking the grant of a general mandate to repurchase Shares to give the Company the flexibility to do so if and when appropriate. The timing and the number(s), the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time having regard to the circumstances then pertaining.

FUNDING OF REPURCHASE

Repurchases must be made out of funds which are legally available for such purpose in accordance with the Articles of Association and the laws of Hong Kong. It is envisaged that the funds required for any repurchase would be derived from the distributable profits of the Company.

IMPACT OF REPURCHASE

There might be a material adverse effect on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the most recent published annual report of the Company for the financial year ended 31 December 2020) in the event that the proposed share repurchases were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the general mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital of the Company or its gearing level which in the opinion of the Directors is from time to time appropriate for the Company.

- 7 -

APPENDIX I

EXPLANATORY STATEMENT

GENERAL

To the best of their knowledge, having made all reasonable enquiries, none of the Directors nor any of their close associates (as defined in the Listing Rules) currently intend to sell any Shares to the Company or its subsidiaries in the event that the general mandate is granted by Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Proposed Repurchase Mandate pursuant to the proposed resolution in accordance with the Listing Rules and the laws of Hong Kong.

The Company has received no notification from any of the core connected persons (as defined in the Listing Rules) of the Company of a present intention to sell Shares to the Company and no such persons have undertaken not to sell any such Shares to the Company in the event that the Proposed Repurchase Mandate is granted.

If, on the exercise of the power to repurchase Shares pursuant to the Proposed Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Code. As a result, a Shareholder or group of Shareholders acting in concert, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Code.

As at the Latest Practicable Date, Mr. Kyoo Yoon Choi was deemed to be interested in 458,675,000 Shares, representing approximately 67.76% of the aggregate number of Shares in issue through personal interests and Uni-Link Technology Limited. In the event that the Directors should exercise in full the Proposed Repurchase Mandate and the number of Shares held by Mr. Choi remains unchanged, the shareholding of Mr. Choi in the Company will be increased to approximately 75.29% of the aggregate number of Shares in issue. The Directors are not aware of any consequences which may arise under the Code as a result of any repurchases made under the Proposed Repurchase Mandate. The Directors do not propose to exercise the Proposed Repurchase Mandate to such extent that the public shareholding would be reduced to less than 25% of the aggregate number of Shares in issue.

No purchase has been made by the Company of its Shares in the six months prior to the Latest Practicable Date.

- 8 -

APPENDIX I

EXPLANATORY STATEMENT

SHARES PRICES

The highest and lowest prices at which the Shares have traded on the Stock Exchange during each of the previous twelve calendar months preceding the Latest Practicable Date were as follows:

Highest

Lowest

Month

trade price

trade price

HK$

HK$

2020

April

3.10

2.87

May

2.94

2.50

June

3.00

2.38

July

3.07

2.61

August

3.55

2.94

September

3.06

2.87

October

3.10

2.71

November

2.94

2.63

December

3.01

2.72

2021

January

3.25

2.70

February

3.43

2.96

March (up to the Latest Practicable Date)

3.28

2.83

- 9 -

APPENDIX II

DETAILS OF DIRECTORS BEING PROPOSED FOR

RE-ELECTION AT THE ANNUAL GENERAL MEETING

The details of the Directors eligible for re-election at the Annual General Meeting are set out below:

  1. PROFESSOR CHEONG HEON YI

Professor Cheong Heon Yi, aged 56, was appointed as an independent non-executive Director of the Company on 22 November 2003. He received his bachelor's degree and master's degree in business administration from Seoul National University in Korea. Professor Yi was also awarded a philosophy of doctorate degree in accounting in 1997 from the University of California, Los Angeles. Professor Yi taught at the University of California, Los Angeles, Hong Kong Polytechnic University and the City University of Hong Kong.

Other than the positions of independent non-executive Director, chairman of audit committee, remuneration committee member and nomination committee member of the Company, Professor Yi does not hold any position with the Company or any member of the Group. Save as disclosed herein, Professor Yi has not held any other directorships in listed public companies in the last three years.

Pursuant to the letter of engagement entered between the Company and Professor Yi, his service contract has been renewed for a term of two years commencing from 22 November 2019 subject to the retirement and re-election provisions under the Articles of Association. Professor Yi is entitled to receive emoluments of HK$163,200 per annum by reference to the Company's current standard emoluments for independent non-executive Directors and prevailing market rate.

Professor Yi does not have any relationships with any other Directors, senior management, substantial or controlling shareholders of the Company (as defined in the Listing Rules).

As at the Latest Practicable Date, Professor Yi was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the Securities and Futures Ordinance.

Save as disclosed above, there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

- 10 -

APPENDIX II

DETAILS OF DIRECTORS BEING PROPOSED FOR

RE-ELECTION AT THE ANNUAL GENERAL MEETING

(II) MR. MIN JUNG LEE

Mr. Min Jung Lee, aged 33, is currently a director of finance department. He joined the Company in 2018. He graduated from Korea Advanced Institute of Science and Technology (KAIST) in Korea with a master's degree in business administration and Peking University for his bachelor's degree in international politics. Prior to joining the Group, Mr. Lee had working experience in the fields of sales and strategy planning from his previous employments with Lotte Chemical Corporation and Berjaya Corporation. He was appointed as an executive director of the Company on 16 October 2020.

Other than the positions of executive Director, remuneration committee member and nomination committee member of the Company, Mr. Lee does not hold any position with the Company or any member of the Group. Save as disclosed herein, Mr. Lee has not held any other directorships in listed public companies in the last three years.

Pursuant to the service contract entered between the Company and Mr. Lee, Mr. Lee was appointed as an executive director of the Company on 16 October 2020 with no specific term of service and is terminable by the Company giving not less than three months notice or payment in lieu thereof, subject to the retirement and re-election provisions under the Articles of Association.

Mr. Lee is entitled to receive emoluments of US$94,920 per annum and additional benefit as determined by the Board with reference to the Company's current standard emoluments for executive Directors, his respective job natures and prevailing market rate together with discretionary bonus based on his performance.

Mr. Lee is the son-in-law of Mr. Kyoo Yoon Choi, the Chairman and executive Director of the Company.

As at the Latest Practicable Date, Mr. Lee was deemed to be interested in 22,500,000 shares through his spouse within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

- 11 -

APPENDIX II

DETAILS OF DIRECTORS BEING PROPOSED FOR

RE-ELECTION AT THE ANNUAL GENERAL MEETING

(III) MR. JONG HUN LIM

Mr. Jong Hun Lim, aged 42, received his bachelor's degree in Engineering in Mechanical Engineering from Korea University in the South Korea and master's degree in Science in Information System Management from Hong Kong University of Science and Technology. He is a CPA member of the American Institute of Certified Public Accountants. Mr. Lim is the Regional Head of IT Governance of Pernod Ricard Asia, the regional holding company of Pernod Ricard for Asia, the world's co-leader in wines and spirits. Before joining Pernod Ricard Asia, Mr. Lim had extensive experience in the area of financial audit, IT governance, and internal control management in PricewaterhouseCoopers Hong Kong and other companies in Hong Kong, United Kingdom, Korea and Japan. He was appointed as an independent non-executive director of the Company on 20 November 2020.

Other than the positions of independent non-executive Director, audit committee member, remuneration committee member and chairman of nomination committee of the Company, Mr. Lim does not hold any position with the Company or any member of the Group. Save as disclosed herein, Mr. Lim has not held any other directorships in listed public companies in the last three years.

Pursuant to the letter of engagement entered between the Company and Mr. Lim, his service contract was signed on 20 November 2020 for a term of two years commencing from 20 November 2020 subject to the retirement and re-election provisions under the Articles of Association. Mr. Lim is entitled to receive emoluments of HK$120,000 per annum in the first year by reference to the Company's current standard emoluments for independent non-executive Directors and the remuneration committee's recommendation.

Mr. Lim does not have any relationships with any other Directors, senior management, substantial or controlling shareholders of the Company (as defined in the Listing Rules).

As at the Latest Practicable Date, Mr. Lim was not interested or deemed to be interested in any Shares or underlying Shares pursuant to Part XV of the Securities and Futures Ordinance.

Save as disclosed above, there are no other matters relating to his re-election that need to be brought to the attention of the Shareholders and there is no other information which is required to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

- 12 -

APPENDIX III NOTICE OF THE ANNUAL GENERAL MEETING

DREAM INTERNATIONAL LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1126)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Dream International Limited (the ''Company'') will be held at Opera I, B3, Intercontinental Grand Stanford Hong Kong, 70 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on 7 May 2021 at 10:30 a.m. for the following purposes:

ORDINARY BUSINESS

  1. To receive and adopt the audited consolidated financial statements of the Company for the year ended 31 December 2020 and the reports of the directors (''Director'') and independent auditor of the Company thereon.
  2. To declare a final dividend of HK10 cents per share of the Company for the year ended 31 December 2020.
  3. To re-elect Professor Cheong Heon Yi as an independent non-executive Director.
  4. To re-elect the following persons as Directors:
    1. Mr. Min Jung Lee as an executive Director
    2. Mr. Jong Hun Lim as an independent non-executive Director
  6. To authorise the board of Directors to fix their remunerations for the year ending 31 December 2021.
  7. To re-appoint KPMG as auditor of the Company and authorise the board of Directors to fix its remuneration for the year ending 31 December 2021.

- 13 -

APPENDIX III NOTICE OF THE ANNUAL GENERAL MEETING

SPECIAL BUSINESS

7. To consider and, if thought fit, pass the following resolutions as Ordinary Resolutions:

  1. ''THAT:
    1. subject to paragraph (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with any unissued shares of the Company and to make or grant offers, agreements, options and other rights or issue warrants which may require the exercise of such powers be and is hereby generally and unconditionally approved;
    2. the approval in paragraph (i) above shall authorise the Directors during the Relevant Period to make or grant offers, agreements and/or options which may require the exercise of the powers of the Company referred to in that paragraph at any time during or after the end of the Relevant Period;
    3. the aggregate number of unissued shares of the Company which may be allotted, issued or otherwise dealt with by the Directors during the Relevant Period pursuant to paragraph (i) above, otherwise than pursuant to a Rights Issue or the exercise of subscription rights attaching to any warrants issued by the Company, shall not exceed the aggregate of 10 per cent. of the aggregate number of shares of the Company in issue as at the date of passing this resolution;
    4. for the purpose of this resolution:
      1. ''Relevant Period'' means the period from the passing of this resolution until whichever is the earlier of:
        1. the conclusion of the next annual general meeting of the Company;
        2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or by law to be held; or

- 14 -

APPENDIX III NOTICE OF THE ANNUAL GENERAL MEETING

      1. the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting;
    2. ''Rights Issue'' means an offer of shares of the Company, or an offer of warrants, options or other securities giving rights to subscribe for shares of the Company, open for a period fixed by the Directors, to holders of shares of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their holdings of shares (subject to such exclusions or other arrangements as the Directors 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 recognised regulatory body or any stock exchange).''
  2. ''THAT:
    1. subject to paragraphs (ii) and (iii) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase Shares on The Stock Exchange of Hong Kong Limited be and is hereby generally and unconditionally approved;
    2. the aggregate number of Shares which may be purchased pursuant to the approval in paragraph (i) above shall not exceed 10 per cent. of the aggregate number of the Shares of the Company in issue at the date of passing this Resolution, and the said approval shall be limited accordingly;
    3. for the purpose of this Resolution:
      1. ''Relevant Period'' means the period from the passing of this Resolution until whichever is the earlier of:
        1. the conclusion of the next annual general meeting of the Company;

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APPENDIX III NOTICE OF THE ANNUAL GENERAL MEETING

      1. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or by law to be held; or
      2. the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders in general meeting;
    2. ''Shares'' means shares of all classes in the capital of the Company and warrants and other securities issued by the Company which carry a right to subscribe or purchase shares of the Company.''
  2. ''THAT the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company and to make or grant offers, agreements, options and/or warrants which might require the exercise of such powers pursuant to Resolution no. 7(1) above be and is hereby extended by the addition to the total number of shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate an amount representing the total number of shares of the Company purchased by the Company pursuant to the exercise by the Directors in accordance with Resolution no. 7(2) above of the powers of the Company to purchase such shares, provided that such amount shall not exceed 10 per cent. of the aggregate number of the shares of the Company in issue at the date of passing this Resolution.''

By order of the Board

Dream International Limited

Kyoo Yoon Choi

Chairman

Hong Kong, 8 April 2021

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APPENDIX III NOTICE OF THE ANNUAL GENERAL MEETING

Notes:

  1. Resolution no. 7(3) will be proposed to members for approval provided that resolutions no. 7(1) and 7(2) are passed by the members.
  2. A member entitled to attend and vote at the above meeting shall be entitled to appoint more than one person as his proxy, to attend and vote for him in accordance with the Articles of Association of the Company. A proxy need not be a member.
  3. In the case of joint holders of a share 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 and for this purpose seniority shall be determined by the order in which the names stand in the register in respect of the joint holding.
  4. To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) must be deposited at the Company's share registrar, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof.
  5. The register of members of the Company will be closed from 4 May 2021 to 7 May 2021, both dates inclusive, during which period no share transfers can be registered. In order to qualify for attending and voting at the above meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on 3 May 2021.
  6. The register of members of the Company will be closed for one day on 14 May 2021, during that day no transfer of shares will be effected. In order to qualify for the proposed final dividend (subject to shareholders' approval at the Annual General Meeting), all transfers accompanied by the relevant share certificates must be lodged with the Company's share registrar, Tricor Abacus Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on 13 May 2021.

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Dream International Limited published this content on 07 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 07 April 2021 08:43:07 UTC.