Success Dragon International Holdngs : (1)PROPOSAL FOR RE-ELECTION OF DIRECTORS; (2) PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES; (3) PROPOSAL FOR REFRESHMENT OF SCHEME MANDATE LIMIT; (4) PROPOSED AMENDMENTS TO THE EXISTING BYE-LAWS AND ADOPTION OF AMENDED AND RESTATED BYE-LAWS; AND (5) NOTICE OF 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 licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Success Dragon International Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, stockbroker or licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

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.

1. PROPOSAL FOR RE-ELECTION OF DIRECTORS
2. PROPOSALS FOR GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES
3. PROPOSAL FOR REFRESHMENT OF SCHEME MANDATE LIMIT
4. PROPOSED AMENDMENTS TO THE EXISTING BYE-LAWS AND ADOPTION OF AMENDED AND RESTATED BYE-LAWS AND
5. NOTICE OF ANNUAL GENERAL MEETING

The notice convening the annual general meeting of Success Dragon International Holdings Limited to be held at Tin Hau Function Room, 6/F, L'hotel Causeway Bay Harbour View Hong Kong, 18 King's Road, Causeway Bay, Hong Kong on Thursday, 14 September 2017, at 3:00 p.m. or at any adjournment thereof is set out on pages 24 to 30 of this circular. A form of proxy for use at the annual general meeting is enclosed with this circular.

Whether or not you intend to attend the annual general meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar in Hong Kong, Tricor Secretaries Limited at, Level 22, Hopewell Centre 183 Queen's Road East, Hong Kong as soon as possible and in any event no less than 48 hours before the time for holding the annual general meeting (i.e. by 3:00 p.m. on Tuesday, 12 September 2017) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the annual general meeting or any adjournment thereof should you so wish and in such event, the proxy shall be deemed to be revoked.

All times and dates specified herein refer to Hong Kong local times and dates.

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

16 August, 2017

CONTENTS

Pages

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 APPENDIX I - Details of the Directors proposed for re-election and appointment at the AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10 APPENDIX II - Explanatory statement on the Repurchase Mandate . . . . . . . . . . . 16 APPENDIX III - Proposed amendments to the Bye-laws . . . . . . . . . . . . . . . . . . . . . . 20 APPENDIX IV - Notice of AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 DEFINITIONS

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

"AGM" the annual general meeting of the Company to be convened and held at Tin Hau Function Room, 6/F, L'hotel Causeway Bay Harbour View Hong Kong, 18 King's Road, Causeway Bay, Hong Kong on Thursday, 14 September 2017 at 3:00 p.m., the notice of which is set out on pages 24 to 30 of this circular, and any adjournment thereof

"associates" has the same meaning ascribed to it under the Listing Rules

"Board" the board of Directors

"Bye-law(s)" the bye-law(s) of the Company, as amended from time to time

"close associates" has the same meaning ascribed to it under the Listing Rules

"Companies Act" the Companies Act 1981 of Bermuda, as amended from time to time

"Company" Success Dragon International Holdings Limited, a company incorporated in Bermuda with limited liability and whose securities are listed on the Main Board of the Stock Exchange

"core connected person" has the same meaning ascribed to it under the Listing Rules "Director(s)" the director(s) of the Company

"Extension Mandate" a general and unconditional mandate proposed to be granted

to the Directors to the effect that the number of Shares repurchased under the Repurchase Mandate will be added to the total number of Shares which may be allotted and issued under the General Mandate

DEFINITIONS

"General Mandate" a general and unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue or otherwise deal with such number of Shares up to a maximum of 20% of the number of issued Shares as at the date of passing the relevant resolution at the AGM

"Group" the Company and its subsidiaries

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

"INED" Independent non-executive Director

"Latest Practicable Date" 11 August 2017, being the latest practicable date prior to the

printing of this circular for the purpose of ascertaining certain information contained herein

"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange

"Outstanding Options" the outstanding Share Options which remain unexercised as

at the Latest Practicable Date

"Proposed Scheme Refreshment" the proposed refreshment of the Scheme Mandate Limit

under the Share Option Scheme at the AGM

"Repurchase Mandate" a general and unconditional mandate proposed to be granted

to the Directors to enable them to repurchase Shares up to a maximum of 10% of the number of issued Shares as at the date of passing the relevant resolution at the AGM

"Scheme Mandate Limit" the maximum number of Shares which may be allotted and

issued upon exercise of all share options to be granted by the Board under the Share Option Scheme, being 10% of the Shares in issue as at the date when the resolution for refreshing the then scheme mandate limit of the Share Option Scheme was passed (i.e. 15 July 2015)