APPENDIX VI STATUTORY AND GENERAL INFORMATION 1. FURTHER INFORMATION ABOUT THE COMPANY A. Incorporation The Company was incorporated with an authorised share capital of HK$20,000,000 divided into 2,000,000 shares of HK$10.00 each on 2 January 1964. The Company was incorporated in Hong Kong under the Companies Ordinance on 2 January 1964 under the name of Hang Chong Investment Company, Limited (恒昌企業有限公司). The Company changed its name from Hang Chong Investment Company, Limited (恒昌企業有限公司) to Dah Chong Hong Holdings Limited (大昌貿易行集團有限公司) on 10 March 1994 and subsequently to Dah Chong Hong Holdings Limited (大昌行集團有限公司) on 7 January 2005. The Company’s registered office is at 8th Floor, DCH Building, 20 Kai Cheung Road, Kowloon Bay, Hong Kong. A summary of various parts of the Company’s Memorandum and Articles of Association is set out in Appendix V to this Prospectus. B. Changes in share capital of the Company As at 1 January 2004, the Company has an authorised share capital of HK$300,000,000 divided into 30,000,000 shares of HK$10.00 each. On 28 September 2007, it was resolved, amongst other resolutions, that: (a) (i) 2 shares of HK$10.00 each was allotted and issued to Silver Ray Enterprises Inc. (“Silver Ray”) at par, at the direction of CITIC Pacific and in settlement of HK$20.00 due from the Company to CITIC Pacific; (ii) each of the issued and unissued shares of HK$10.00 each in the share capital of the Company was consolidated into shares of HK$30.00 each (“Consolidated Share(s)”), resulting in the issued share capital of the Company being divided into 7,010,613 Consolidated Shares; (iii) each of the issued and unissued Consolidated Shares was then divided into 200 shares of HK$0.15 each, resulting in the issued share capital of the Company being divided into 1,402,122,600 shares of HK$0.15 each; and (iv) subject to a(i) to a(iii) above, the authorised share capital of the Company was increased from HK$300,000,000 to HK$600,000,000 by the creation of 2,000,000,000 new ordinary shares of HK$0.15 each; and (b) subject to (a) above, 217,877,400 shares shall, at the direction of CITIC Pacific and in settlement of HK$32,681,610 due from the Company to CITIC Pacific, be allotted and issued as fully paid to Silver Ray as to 55,877,400 new ordinary shares of HK$0.15 each, Grogan Inc. (“Grogan”) as to 81,000,000 new ordinary shares of HK$0.15 each and Greenlane International Holdings Inc. (“Greenlane”) as to 81,000,000 new ordinary shares of HK$0.15 each. – VI-1 – APPENDIX VI STATUTORY AND GENERAL INFORMATION Upon completion of the Global Offering and the issue of Shares as mentioned in this Prospectus being made, but taking no account of any Shares which fall to be issued upon the exercise of any options granted under the Pre-IPO Share Option Scheme or any options which may be granted under the Post-IPO Share Option Scheme, the authorised share capital of the Company will be HK$600,000,000 divided into 4,000,000,000 Shares and the issued share capital of the Company will be HK$270,000,000, comprising 1,800,000,000 Shares, fully paid or credited as fully paid and 2,200,000,000 Shares will remain unissued. Save as disclosed in this Appendix, there has been no alteration in the share capital of the Company within the two years immediately preceding the date of this Prospectus. C. Resolutions of the shareholders of the Company Written resolutions of all the shareholders of the Company were signed on 28 September 2007 which resolved on, amongst other resolutions, effecting the following: (a) (i) 2 shares of HK$10.00 each was allotted and issued to Silver Ray at par, at the direction of CITIC Pacific and in settlement of HK$20.00 due from the Company to CITIC Pacific; (ii) each of the issued and unissued shares of HK$10.00 each in the share capital of the Company was consolidated into shares of HK$30.00 each (i.e. the Consolidated Shares), resulting in the issued share capital of the Company being divided into 7,010,613 Consolidated Shares; (iii) each of the issued and unissued Consolidated Shares was then divided into 200 shares of HK$0.15 each, resulting in the issued share capital of the Company being divided into 1,402,122,600 shares of HK$0.15 each; (iv) subject to (a)(i) to (a)(iii) above, the authorised share capital of the Company was increased from HK$300,000,000 to HK$600,000,000 by the creation of 2,000,000,000 new ordinary shares of HK$0.15 each; (v) subject to (a)(iii) above, 217,877,400 new ordinary shares of HK$0.15 each shall, at the direction of CITIC Pacific and in settlement of HK$32,681,610 due from the Company to CITIC Pacific, be allotted and issued as fully paid to Silver Ray as to 55,877,400 new ordinary shares of HK$0.15 each, Grogan as to 81,000,000 new ordinary shares of HK$0.15 each and Greenlane as to 81,000,000 new ordinary shares of HK$0.15 each (the allotment and issue of shares of the Company mentioned in paragraph (a)(i) and (a)(v) above shall be referred to as “Capitalisation Issue”); and (vi) the Company declared an interim dividend of HK$900,000,000; – VI-2 – APPENDIX VI STATUTORY AND GENERAL INFORMATION (b) conditional on (i) the shareholders of CITIC Pacific approving the Global Offering, the Pre-IPO Share Option Scheme and the Post-IPO Share Option Scheme; (ii) the Listing Committee of the Stock Exchange granting listing of, and permission to deal in, the Shares and any Shares which may be issued as mentioned in this Prospectus (including the Capitalisation Issue, the Global Offering, the Pre-IPO Share Option Scheme and the Post- IPO Share Option Scheme), and (iii) the obligations of the Underwriters under each of the Underwriting Agreements becoming unconditional and not having been terminated in accordance with the terms of the respective agreements or otherwise within 30 days from the date of this Prospectus: (i) the Global Offering was approved and the Directors were authorised to allot and issue up to 180,000,000 new Shares pursuant to the terms as set out in this Prospectus, provided that this resolution does not constitute approval of the Offer Price without the further written consent of the shareholders of the Company; (ii) the rules of the Pre-IPO Share Option Scheme were approved and adopted (subject to such amendments as may be required by the Stock Exchange) and the Directors were authorised to grant options to subscribe for Shares thereunder and to allot, issue and deal with Shares pursuant to the exercise of options which may be granted under the Pre-IPO Share Option Scheme; and (iii) the rules of the Post-IPO Share Option Scheme were approved and adopted (subject to such amendments as may be required by the Stock Exchange) and the Directors were authorised to grant options to subscribe for Shares thereunder and to allot, issue and deal with Shares pursuant to the exercise of options which may be granted under the Post-IPO Share Option Scheme; (c) the Articles of Association were adopted, subject to the registration of this Prospectus; (d) a general unconditional mandate was given to the Directors to allot, issue and deal with Shares, otherwise than pursuant to, or in consequence of, the Capitalisation Issue, the Global Offering, a Rights Issue, the exercise of any options granted under the Pre-IPO Share Option Scheme, the exercise of any options which may be granted under the Post- IPO Share Option Scheme or any other shares option scheme as may be duly adopted by the Company from time to time, any scrip dividend or similar arrangement, any adjustment of rights to subscribe for Shares under options or a specific authority granted by shareholders of the Company, with an aggregate nominal value not exceeding the sum of (i) 20% of the aggregate nominal amount of the share capital of the Company in issue immediately following completion of the Global Offering and the Capitalisation Issue; and (ii) the aggregate nominal amount of the share capital of the Company which may be purchased by the Company under the authority referred to in (e) below, such mandate to be exercisable after the commencement of dealings in the Shares on the Stock Exchange and expire (aa) at the conclusion of the next annual general meeting of the Company, (bb) on the date of the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or the Companies Ordinance or any other applicable laws of Hong Kong to be held or (cc) when it is revoked or varied by an ordinary resolution of the shareholders in general meeting of the Company, whichever is the earliest. For the purpose of this resolution, a “Rights Issue” means an offer of shares, or an offer of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the Directors of the Company to holders of shares of the Company or any class – VI-3 – APPENDIX VI STATUTORY AND GENERAL INFORMATION thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (subject to such exclusion 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 recognised regulatory body or any stock exchange in, any territory outside Hong Kong); (e) a general unconditional mandate was given to the Directors to exercise all powers of the Company to repurchase on the Stock Exchange or on any other stock exchange on which the Shares may be listed and which is recognised