THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action you should take, you should
consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional
accountant or other professional adviser.
If you have sold or transferred all of your shares in Dah Sing Financial Holdings Limited, you
should at once hand this circular and the accompanying form of proxy to the purchaser or to the bank,
stockbroker or other agent through whom the sale was effected for transmission to the purchaser.
(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock Code: 0440)
PROPOSALS FOR
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,
RE-ELECTION OF DIRECTORS

AND
NOTICE OF ANNUAL GENERAL MEETING

A notice convening an annual general meeting of Dah Sing Financial Holdings Limited to be held at
36th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Hong Kong on 22 May 2007 (Tuesday)
at 11:45 a.m. is set out on pages 14 to 18 of this circular. Whether or not you are able to attend the
meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions
printed thereon and return the same to the registered office of Dah Sing Financial Holdings Limited
at 36th Floor, Dah Sing Financial Centre, 108 Gloucester Road, Hong Kong as soon as possible and
in any event not less than 48 hours before the time appointed for the holding of the relevant annual
general meeting or any adjournments thereof. Completion and return of the form of proxy will not
preclude you from attending and voting at the relevant annual general meeting or any adjournments
thereof should you so desire.
26 April 2007

DEFINITIONS
– 1 –
In this circular, unless the context requires otherwise, the following expressions have the following
meanings:
“AGM” the annual general meeting of the Company to be held at 36th Floor,
Dah Sing Financial Centre, 108 Gloucester Road, Hong Kong on
Tuesday, 22 May 2007, notice of which is set out on pages 14 to 18 of
this circular;
“Articles of Association” the articles of association of the Company;
“Board” board of Directors of the Company;
“Chairman” the chairman of the Company;
“Companies Ordinance” the Companies Ordinance, Chapter 32 of the Laws of Hong Kong, as
amended, supplemented or otherwise modified from time to time;
“Company” Dah Sing Financial Holdings Limited, a company incorporated in Hong
Kong with limited liability under the Companies Ordinance, the shares
of which are listed on the main board of the Stock Exchange;
“Directors” the directors of the Company;
“Group” the Company and its subsidiaries;
“HK$” Hong Kong dollars, the lawful currency of Hong Kong;
“Latest Practicable Date” 23 April 2007, being the latest practicable date prior to the printing of
this circular for ascertaining certain information contained herein;
“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;
“Shareholders” shareholders of the Company;
“Shares” shares of HK$2 each in the capital of the Company; and
“Stock Exchange”

LETTER FROM THE BOARD
– 2 –
(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock Code: 0440)
Directors: Registered Office:
David Shou-Yeh Wong (Chairman) 36th Floor
Chung-Kai Chow O.B.E., J.P. (Vice Chairman) Dah Sing Financial Centre
Kunio Suzuki (Kenichi Yonetani as alternate) 108 Gloucester Road
Peter Gibbs Birch C.B.E.Hong Kong
Robert Tsai-To Sze
Tai-Lun Sun (Dennis Sun) B.B.S., J.P.
Kwok-Hung Yue (Justin Yue)
Tatsuo Tanaka (with Keisuke Tahara as alternate)
Eiichi Yoshikawa
John Wai-Wai Chow
Yiu-Ming Ng
Hon-Hing Wong (Derek Wong)
(Managing Director and Chief Executive)
Roderick Stuart Anderson
Gary Pak-Ling Wang
Nicholas John Mayhew
Independent non-executive Director
26 April 2007
To Shareholders
Dear Sir or Madam,
PROPOSALS FOR
GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,
RE-ELECTION OF DIRECTORS

AND
NOTICE OF ANNUAL GENERAL MEETING
1. INTRODUCTION

The purpose of this circular is to provide Shareholders with information reasonably necessary
to enable them to make an informed decision in respect of the resolutions to be proposed at the
AGM relating to, inter alia, (i) the proposed general mandates to issue and repurchase shares in
the capital of the Company; and (ii) the re-election of retiring Directors.

LETTER FROM THE BOARD
– 3 –
2. GENERAL MANDATE TO ISSUE SHARES IN THE CAPITAL OF THE COMPANY

Approval is being sought from Shareholders at the AGM by way of an ordinary resolution for
a general mandate to allot and issue shares in the capital of the Company, under section 57B of
the Companies Ordinance and pursuant to the Listing Rules, in order to ensure flexibility and
discretion to the Directors of the Company in the event it becomes desirable to issue any shares
of the Company, representing up to 20 per cent of the aggregate nominal amount of share
capital of the Company in issue as at the date of the passing of the resolution in relation to such
general mandate, during the course of the period up to the conclusion of the next annual general
meeting of the Company or the expiration of the period within which the next annual general
meeting of the Company is required by the Companies Ordinance to be held or the revocation
or variation of the authority by an ordinary resolution of the Shareholders in general meeting
of the Company, whichever occurs first. The Board wishes to state that it has no present intention
to issue shares in the Company pursuant to such mandate.
As at the Latest Practicable Date, the issued share capital of the Company comprised 250,088,234
shares of HK$2 each. On the basis that no further shares are issued and/or repurchased by the
Company between the Latest Practicable Date and the date of the AGM on 22 May 2007, the
Company would be allowed under the general mandate to issue shares to allot and issue up to
50,017,646 shares representing 20% of the issued share capital of the Company at the date of
the AGM date.
3. GENERAL MANDATE TO REPURCHASE SHARES

The Directors propose to seek your approval at the AGM by way of an ordinary resolution for
the general mandate to repurchase, on the Stock Exchange, the issued and fully paid shares.
Under such mandate, the number of Shares that the Company may repurchase shall not exceed
10 per cent of the aggregate nominal amount of the share capital of the Company in issue as at
the date of the passing of the resolution and shall cover purchases, made during the course of
the period up to the conclusion of the next annual general meeting of the Company or the
expiration of the period within which the next annual general meeting of the Company is required
by the Companies Ordinance to be held or the revocation or variation of the authority by an
ordinary resolution of the Shareholders in general meeting of the Company, whichever occurs
first. An explanatory statement as required under the Listing Rules giving further information
about such mandate is set out in Appendix A hereto.

LETTER FROM THE BOARD
– 4 –
4. ADDITION TO GENERAL MANDATE

Conditional upon the resolutions in relation to the general mandate to issue Shares and the
general mandate to repurchase Shares being duly passed, approval is being sought from the
members by way of a separate ordinary resolution to extend the general mandate to issue shares
by the addition to the aggregate nominal amount of the share capital which may be allotted,
issued and dealt with or agreed conditionally or unconditionally to be allotted, issued and dealt
with pursuant to such general mandate of an amount representing the aggregate nominal amount
of the share capital of the Company repurchased by the Company under the repurchase mandate
provided that such an amount shall not exceed 10 per cent of the aggregate nominal value of
the issued share capital of the Company as at the date of the passing of the relevant resolution.
5. RE-ELECTION OF RETIRING DIRECTORS

At the AGM to be held on 22 May 2007 (Tuesday), Messrs. David Shou-Yeh Wong, Kunio
Suzuki, Kwok-Hung Yue (Justin Yue) and Roderick Stuart Anderson retire by rotation in
accordance with Article 110 of the Company’s Articles of Association, and Messrs. Tatsuo
Tanaka and Eiichi Yoshikawa due to retire as the new Directors appointed by the Board during
the relevant year and, being eligible, offer themselves for re-election in accordance with Article
114 of the Company’s Articles of Association. Particulars of Messrs. David Shou-Yeh Wong,
Kunio Suzuki, Kwok-Hung Yue (Justin Yue), Roderick Stuart Anderson, Tatsuo Tanaka and
Eiichi Yoshikawa are set out in Appendix B.
6. CLOSURE OF THE REGISTER OF SHAREHOLDERS

The register of Shareholders of the Company is closed from Tuesday, 15 May 2007 to Tuesday,
22 May 2007, both days inclusive, in order to determine entitlements to the proposed final
dividend for the year ended 31 December 2006. To qualify for the proposed final dividend, all
transfers of Shares accompanied by the relevant share certificates must be lodged for registration
with the Company’s registrars, Computershare Hong Kong Investor Services Limited of 17th
Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong not later than 4:30 p.m. on Monday,
14 May 2007. Notice of the foregoing was given in the Company’s final results announcement
published in The Standard and Hong Kong Economic Times dated 28 March 2007 (Wednesday).

LETTER FROM THE BOARD
– 5 –
7. FORM OF PROXY

A form of proxy for use at the AGM is enclosed. Whether or not you intend to be present at the
AGM, you are requested to complete the form of proxy and return it to the registered office of
the Company in accordance with the instructions printed thereon not less than 48 hours before
the time appointed for the holding of the AGM.
8. PROCEDURES BY WHICH A POLL MAY BE DEMANDED

Pursuant to Article 60 of the Articles of Association, a resolution put to the vote of the general
meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of
the result of the show of hands) demanded by (i) the Chairman; or (ii) not less than five
Shareholders present in person or by proxy and having the right to vote at the meeting; or (iii)
a Shareholder or Shareholders present in person or by proxy representing not less than one-
tenth of the total voting rights of all the Shareholders having the rights to vote at the meeting;
or (iv) a Shareholder or Shareholders present in person or by proxy holding shares of the
Company conferring a right to vote at the meeting being shares on which an aggregate sum has
been paid up equal to not less than one-tenth of the total sum paid up on all the shares conferring
that right.
9. RECOMMENDATION

The Directors believe that proposals referred to above are in the best interests of the Company
and the Shareholders as a whole. Accordingly the Directors (including the independent non-
executive Directors) recommend the Shareholders to vote in favour of all of these resolutions
to be proposed at the AGM.
10. GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendix A (the explanatory
statement in respect of the general mandate to repurchase Shares) and Appendix B (particulars
of Directors to be re-elected) to this circular.
Yours faithfully,
David Shou-Yeh Wong
Chairman

APPENDIX A GENERAL MANDATE TO REPURCHASE SHARES
– 6 –
This is an explanatory statement and memorandum of the terms of the proposed repurchases given to
all the Shareholders relating to a resolution to approve the exercise by the Directors of the powers of
the Company to repurchase its own Shares (“Repurchase Mandate”) to be proposed at the AGM of
the Company to be held on 22 May 2007 (Tuesday).
This explanatory statement contains the information required pursuant to Rule 10.06(1)(b) of the
Listing Rules. Its purpose is to provide Shareholders with all the information reasonably necessary to
enable them to make an informed decision as to whether or not to vote in favour of the resolution
approving the Repurchase Mandate and it also forms the memorandum of the terms of the proposed
repurchases given under section 49BA(3)(b) of the Companies Ordinance (Cap. 32).
(i) Exercise of the Repurchase Mandate
Exercise in full of the Repurchase Mandate, on the basis of 250,088,234 Shares in issue as at
the Latest Practicable Date and assuming no issue and repurchase of Shares before the AGM,
could accordingly result in up to 25,008,823 Shares being repurchased by the Company during
the course of the period up to the conclusion of the next annual general meeting of the Company
or the expiration of the period within which the next annual general meeting of the Company is
required by the Companies Ordinance to be held or the revocation or variation of the authority
by an ordinary resolution of the Shareholders in general meeting of the Company, whichever
occurs first.
(ii) Reasons for Repurchases
The Directors believe that it is in the best interests of the Company and the Shareholders to
seek a general authority from Shareholders to enable the Directors to repurchase Shares on the
market. Repurchases of Shares will only be made when the Directors believe that such a
repurchase will benefit the Company and the Shareholders. Such repurchases may, depending
on market conditions and funding arrangements at the time, lead to an enhancement of the
value of the net assets and/or earnings per Share.
(iii) Funding of Repurchases
Repurchases must be funded out of funds legally available for the purpose in accordance with
the laws of Hong Kong and the Company’s Memorandum and Articles of Association, being
profits available for distribution and the proceeds of a new issue of shares made for the purpose
of the repurchase and it is envisaged that the funds required for any repurchase would be derived
from such sources.

APPENDIX A GENERAL MANDATE TO REPURCHASE SHARES
– 7 –
There might be a material adverse impact on the working capital or gearing position of the
Company (as compared with the position disclosed in the audited financial statements as at 31
December 2006) in the event that the Repurchase Mandate is exercised in full. However, the
Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the
circumstances, have a material adverse effect on the working capital requirements of the
Company or the gearing levels which in the opinion of the Directors are from time to time
appropriate for the Company.
(iv) Share Prices
The highest and lowest prices at which the Shares were traded on the Stock Exchange in each
of the previous twelve months up to the Latest Practicable Date were as follows:–
Highest Lowest
HK$ HK$
April 2006 65.50 60.15
May 2006 66.30 60.25
June 2006 62.50 52.10
July 2006 65.05 56.90
August 2006 68.30 62.70
September 2006 74.55 65.60
October 2006 71.50 66.80
November 2006 71.80 64.00
December 2006 75.00 66.60
January 2007 81.95 70.00
February 2007 78.15 66.00
March 2007 70.00 64.25
1 April 2007 — Latest Practicable Date 72.95 67.10
(v) General
None of the Directors and, to the best of their knowledge having made all reasonable enquiries,
their associates (as defined in the Listing Rules) has any present intention, if the Repurchase
Mandate is exercised, to sell any Shares to the Company or its subsidiaries.
No connected persons (as defined in the Listing Rules) of the Company have notified the
Company that they have an immediate intention to sell Shares to the Company, or have
undertaken not to do so, in the event that the Company is authorized to make repurchases of
Shares.

APPENDIX A GENERAL MANDATE TO REPURCHASE SHARES
– 8 –
The Directors have undertaken to the Stock Exchange that they will exercise the power of the
Company to make repurchases pursuant to the Repurchase Mandate in accordance with the
Listing Rules and the laws of Hong Kong.
If as a result of a repurchase of Shares 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 the Hong Kong Code on Takeovers and Mergers (“Takeover Code”). Under this circumstance,
a Shareholder, or group of Shareholders acting in concert, depending on the level of increase of
Shareholders’ interest, could obtain or consolidate control of the Company and become obliged
to make a mandatory offer in accordance with Rule 26 of the Takeover Code. The Directors are
not aware of any Shareholder or group of Shareholders acting in concert who will become
obliged to make a mandatory offer under the Takeover Code as a result of a repurchase pursuant
to the Repurchase Mandate, except that Mr. David Shou-Yeh Wong (“Mr. Wong”) may be
required to make a general offer if as a result of repurchases the percentage interest of
Mr. Wong in the Company over a 12-month period is increased by more than two per cent. As
at the Latest Practicable Date, Mr. Wong is beneficially interested in 98,258,268 shares,
representing 39.29% in the entire issued share capital of the Company; if the Repurchase
Mandate is exercised in full, the percentage interest of Mr. Wong in the Company will be
increased by 4.36% to 43.65%.
The Directors confirmed that they have no present intention to repurchase any Shares under the
Repurchase Mandate to such an extent which will result in an obligation to make a mandatory
offer under Rule 26 of the Takeover Code, if the Repurchase Mandate is approved by
Shareholders at the AGM.
There have been no repurchases of Shares by the Company in the previous six months (whether
on the Stock Exchange or otherwise).

APPENDIX B PARTICULARS OF DIRECTORS
SUBJECT TO RE-ELECTION

– 9 –
Pursuant to the Listing Rules, the particulars of the Directors who will retire at the AGM according to
the Articles of Association and who are proposed to be re-elected at the AGM are provided below.
1. Mr. David Shou-Yeh Wong
Chairman
Aged 66. Appointed as the Chairman of the Company in 1987. Chairman of Dah Sing Banking
Group Limited, Dah Sing Bank, Limited, MEVAS Bank Limited, Banco Comercial de Macau,
S.A., Dah Sing Life Assurance Company Limited, Macau Insurance Company Limited, Macau
Life Insurance Company Limited, New Asian Shipping Company, Limited and various other
companies. Over 40 years of experience in banking and finance. Member of the General
Committee of Federation of Hong Kong Industries, the Hongkong/Japan Business Co-operation
Committee, the Hong Kong Association of Banks, the Chinese Banks Association Limited and
the Hong Kong Shipowners Association. Vice President of The Hong Kong Institute of Bankers.
Father of Mr. Harold Tsu-Hing Wong, an executive director of the Company’s key operating
banking and insurance subsidiaries.
Mr. Wong has not entered into any service contract with the Company. His salary package is
covered by a contract of employment, which has been determined with reference to the
remuneration policy of the Company and peer institutions in banking and financial related
businesses, as well as time involved in carrying out duties and responsibilities for the Group.
Total emolument of Mr. Wong for the year ended 31 December 2006 is HK$12,602,000 (all
inclusive). Although Mr. Wong, being an executive Director, has not been appointed for a
specific term, he is subject to retirement by rotation once every three years and is eligible for
re-election at the annual general meetings of the Company in accordance with the Articles of
Association of the Company prevailing in time.
Save as disclosed above, Mr. Wong is not related to any other Directors, senior management or
substantial or controlling shareholders of the Company. As at the Latest Practicable Date,
Mr. Wong was interested in 98,258,268 shares of the Company within the meaning under Part
XV of the Securities and Futures Ordinance of Hong Kong.

APPENDIX B PARTICULARS OF DIRECTORS
SUBJECT TO RE-ELECTION

– 10 –
2. Mr. Kunio Suzuki
Non-executive Director
Aged 67. Appointed as a non-executive Director of the Company in 2003. Currently, Chairman
of Mitsui O.S.K. Lines, Ltd. Also President of The Japanese Shipowners’ Association.
Mr. Suzuki has not entered into any service contract with the Company, and was appointed for
a specific term for three years but still subject to retirement by rotation, and eligible for re-
election at the annual general meetings of the Company in accordance with the Articles of
Association prevailing in time. Currently, Mr. Suzuki receives a director’s fee of HK$180,000
per annum, which was determined with reference to the remuneration policy for the Company
and peer institutions in banking and financial related businesses, as well as time involved in
carrying out duties and responsibilities for the Group.
Save as disclosed, Mr. Suzuki is not related to any Directors, senior management or substantial
or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Suzuki was
not interested in any shares of the Company, nor its associated corporation within the meaning
of Part XV of the Securities and Futures Ordinance of Hong Kong.
3. Mr. Kwok-Hung Yue (Justin Yue)
Independent non-executive Director
Aged 65. Appointed as an independent non-executive Director of the Company and Dah Sing
Life Assurance Company Limited in 2004. Member of the Audit Committee, Nomination and
Remuneration Committee of the Company. Currently the Chief Executive Officer of Tradelink
Electronic Commerce Limited. Active in a number of trade associations, government advisory
bodies and community activities.
Mr. Yue has not entered into any service contract with the Company, and was appointed for a
specific term for three years but still subject to retirement by rotation, and eligible for
re-election at the annual general meetings of the Company in accordance with the Articles of
Association prevailing in time. Currently, Mr. Yue receives a director’s fee of HK$180,000 per
annum, which was determined with reference to the remuneration policy for the Company and
peer institutions in banking and financial related businesses, as well as time involved in carrying
out duties and responsibilities for the Group.
Save as disclosed, Mr. Yue is not related to any Directors, senior management or substantial or
controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Yue was not
interested in any shares of the Company, nor its associated corporation within the meaning of
Part XV of the Securities and Futures Ordinance of Hong Kong.

APPENDIX B PARTICULARS OF DIRECTORS
SUBJECT TO RE-ELECTION

– 11 –
4. Mr. Roderick Stuart Anderson
Executive Director
Aged 59. Appointed as an executive Director of the Company in 2000 and a Vice Chairman of
Dah Sing Life Assurance Company Limited (“DSLA”), a key operating subsidiary of the
Company, since 2004. Joined DSLA in 1993 and had been its Chief Executive and Managing
Director for over 12 years. Also a director of Dah Sing General Insurance Company Limited,
Macau Insurance Company Limited, Macau Life Insurance Company Limited and Great Wall
Life Assurance Company Limited. Formerly, President of The Actuarial Society of Hong Kong,
Councillor of The Life Insurance Council and Chairman of the Governing Committee of the
Hong Kong Federation of Insurers. Chairman of the Board of the Insurance Claims Complaints
Bureau. Fellow of The Institute of Actuaries. Over 35 years of experience in financial services
and insurance in particular.
Mr. Anderson has not entered into any service contract with the Company. His salary package
is covered by a contract of employment, which has been determined with reference to the
remuneration policy of the Company and peer institutions in insurance and financial related
businesses, as well as time involved in carrying out duties and responsibilities for the Group.
Total emolument of Mr. Anderson for the year ended 31 December 2006 is HK$7,145,000 (all
inclusive). Although Mr. Anderson, being an executive Director, has not been appointed for a
specific term, he is subject to retirement by rotation once every three years and is eligible for
re-election at the annual general meetings of the Company in accordance with the Articles of
Association of the Company prevailing in time.
Save as disclosed above, Mr. Anderson is not related to any Directors, senior management or
substantial or controlling shareholders of the Company. As at the Latest Practicable Date,
Mr. Anderson has held 60,131 shares of the Company and is granted options to subscribe for,
and hence is interested in, 250,000 shares in the Company within the meaning of Part XV of
the Securities and Futures Ordinance of Hong Kong.

APPENDIX B PARTICULARS OF DIRECTORS
SUBJECT TO RE-ELECTION

– 12 –
5. Mr. Tatsuo Tanaka
Non-executive Director
Aged 57. Appointed as a non-executive Director of the Company in August 2006. Currently
the Managing Executive Officer, Chief Executive Officer for Asia and Oceania of The Bank of
Tokyo-Mitsubishi UFJ, Ltd. (“BTMU”), being a substantial shareholder with a 12.12% interest
held in the Company. He joined The Bank of Tokyo, Ltd. (now becomes BTMU after several
mergers over the past few years) in 1973. He has over 34 years’ experience at BTMU including
Senior Vice President of Bank of Tokyo Trust Company (currently Bank of Tokyo Mitsubishi
UFJ Trust Company in New York), Chief Manager of Corporate Banking Group No.2 in Tokyo,
General Manager of Shimbashi Branch in Tokyo, Regional Head for Hong Kong Branch and
Managing Director, Chief Executive Officer for China, and his expertise lies in Corporate
Banking in Asia and Oceania as well as Japan and the U.S.
Mr. Tanaka has not entered into any service contract with the Company, and was appointed for
a specific term for three years but still subject to retirement by rotation, and eligible for re-
election at the annual general meetings of the Company in accordance with the Articles of
Association prevailing in time. Currently, Mr. Tanaka receives a director’s fee of HK$180,000
per annum, which was determined with reference to the remuneration policy for the Company
and peer institutions in banking and financial related businesses, as well as time involved in
carrying out duties and responsibilities for the Group.
Save as disclosed, Mr. Tanaka is not related to any Directors, senior management or substantial
or controlling shareholders of the Company. As at the Latest Practicable Date, Mr. Tanaka was
not interested in any shares of the Company, nor its associated corporation within the meaning
of Part XV of the Securities and Futures Ordinance of Hong Kong.
6. Mr. Eiichi Yoshikawa
Non-executive Director
Aged 50. Appointed as a non-executive Director of the Company in March 2007. Currently the
Regional Head for Hong Kong and General Manager of The Bank of Tokyo-Mitsubishi UFJ,
Ltd. (“BTMU”) Hong Kong Branch. BTMU is a substantial shareholder of a 12.12% interest
held in the Company. He joined The Bank of Tokyo, Ltd. (now becomes BTMU after several
mergers over the past few years) in 1981. During this period, he has been appointed to work in
Ministry of Finance of Japan (currently Financial Service Agency of Japan), New York Office
of Treasury Division, Tokyo-Mitsubishi Securities (currently Mitsubishi UFJ Securities Co.,
Ltd), and his expertise lies in the area of Corporate Banking, Treasury and Corporate Planning
activities. Over 26 years of experience in banking and finance.

APPENDIX B PARTICULARS OF DIRECTORS
SUBJECT TO RE-ELECTION

– 13 –
Mr. Yoshikawa has not entered into any service contract with the Company, and was appointed
for a specific term for three years but still subject to retirement by rotation, and eligible for
re-election at the annual general meetings of the Company in accordance with the Articles of
Association prevailing in time. Currently, Mr. Tanaka will receive a director’s fee of HK$180,000
per annum, which is determined with reference to the remuneration policy for the Company
and peer institutions in banking and financial related businesses, as well as time involved in
carrying out duties and responsibilities for the Group.
Save as disclosed, Mr. Yoshikawa is not related to any Directors, senior management or
substantial or controlling shareholders of the Company. As at the Latest Practicable Date,
Mr. Yoshikawa was not interested in any shares of the Company, nor its associated corporation
within the meaning of Part XV of the Securities and Futures Ordinance of Hong Kong.
None of the retiring Directors to be re-elected have any information which is required to be disclosed
under Rules 13.51(2)(h) – (v) of the Listing Rules, nor are there any other matters relating to the
re-election of the retiring Directors that need to be brought to the attention of the Shareholders of the
Company.

NOTICE OF ANNUAL GENERAL MEETING
– 14 –
(Incorporated in Hong Kong with limited liability under the Companies Ordinance)
(Stock Code: 0440)
NOTICE IS HEREBY GIVEN that an annual general meeting of Dah Sing Financial Holdings
Limited (the “Company”) will be held at 36th Floor, Dah Sing Financial Centre, 108 Gloucester
Road, Hong Kong on Tuesday, 22 May 2007 at 11:45 a.m. for the purpose of considering and, if
thought fit, passing (with or without modifications) the following resolutions ordinary resolutions of
the Company:
As ordinary businesses:
1. To receive and consider the audited financial statements together with the Reports of the Directors
and Auditors for the year ended 31 December 2006.
2. To declare a final dividend.
3. To re-elect Directors.
4. To fix the fees of the Directors for the year ended 31 December 2006.
5. To appoint PricewaterhouseCoopers as auditors and to authorize the Directors to fix their
remuneration.
As special businesses:
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;

NOTICE OF ANNUAL GENERAL MEETING
– 15 –
(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
paragragh (a) of this resolution, otherwise than pursuant to a Rights Issue (as hereinafter
defined) or 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; and
“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).”

NOTICE OF ANNUAL GENERAL MEETING
– 16 –
7. “THAT:–
(a) subject to paragraph (b) of this resolution, the exercise by the Directors of the Company
during the Relevant Period (as hereinafter defined) of all the powers of the Company to
repurchase shares in the capital of the Company (“Shares”) on The Stock Exchange of
Hong Kong Limited (“Stock Exchange”) or on any other stock exchange on which the
securities of the Company may be listed and recognized by the Securities and Futures
Commission and the Stock Exchange for this purpose, subject to and in accordance with
all applicable laws and the requirements of the Rules Governing the Listing of Securities
on the Stock Exchange or any other applicable stock exchange as amended from time to
time, be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of the securities of the Company which the Company is
authorized to repurchase pursuant to the approval in paragraph (a) of this resolution
shall not exceed 10 per cent of the Shares of the Company in issue as at the date of the
passing of this resolution and the authority pursuant to paragraph (a) of this resolution
shall be limited accordingly; and
(c) 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.”

NOTICE OF ANNUAL GENERAL MEETING
– 17 –
8. “THAT conditional upon resolutions numbered 6 and 7 set out in this notice of annual general
meeting being duly passed, the general mandate granted to the Directors of the Company to
exercise the powers of the Company to allot, issue and deal with additional shares in the capital
of the Company pursuant to resolution numbered 6 set out in this notice of annual general
meeting be and is hereby extended by the addition to the aggregate nominal amount of the
share capital which may be allotted, issued and dealt with or agreed conditionally or
unconditionally to be allotted, issued and dealt with by the Directors of the Company pursuant
to such general mandate of an amount representing the aggregate nominal amount of the share
capital of the Company repurchased by the Company under the authority granted pursuant to
resolution numbered 7 set out in this notice of annual general meeting, provided that such an
amount shall not exceed 10 per cent of the aggregate nominal value of the issued share capital
of the Company as at the date of the passing of this resolution.”
By Order of the Board
Dah Sing Financial Holdings Limited
Hoi-Lun Soo
Company Secretary
Hong Kong, 26 April 2007
Registered Office:
36th Floor, Dah Sing Financial Centre
108 Gloucester Road
Hong Kong

NOTICE OF ANNUAL GENERAL MEETING
– 18 –
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 need not be 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) A form of proxy for use at the AGM is enclosed.
(d) 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 registered office of the Company, 36th Floor, Dah Sing Financial Centre,
108 Gloucester Road, Hong Kong not less than 48 hours before the time appointed for the holding of the AGM (or
the adjourned meeting as the case may be).
(e) 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.
(f) The translation into Chinese language of this notice is for reference only. In case of any inconsistency, the English
version shall prevail.