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 you should take, you should consult a licensed securities dealer or other bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Da Ming International Holdings Limited, you should at once hand this circular with the accompanying form of proxy to the purchaser or the transferee or to the licensed bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

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.

DA MING INTERNATIONAL HOLDINGS LIMITED

大 明 國 際 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1090)

CONTINUING CONNECTED TRANSACTIONS

UNDER THE NEW FRAMEWORK AGREEMENT

AND

NOTICE OF EXTRAORDINARY GENERAL MEETING

Independent Financial Adviser to the

Independent Board Committee and the Independent Shareholders

Donvex Capital Limited

A letter from the Board is set out on pages 5 to 19 of this circular. A letter from the Independent Board Committee is set out on pages 20 to 21 of this circular. A letter from Donvex Capital Limited, the Independent Financial Adviser, to the Independent Board Committee and the Independent Shareholders, is set out on pages 22 to 41 of this circular.

A notice convening the EGM to be held at Conference Room A309, Jiangsu Daming Metal Products Co., Limited, No. 1518 Tongjiang Road, Wuxi, Jiangsu, The People's Republic of China on Monday, 31 May 2021 at 3 p.m. is set out on pages EGM-1 to EGM-2 of this circular.

Shareholders are advised to read the Notice of EGM and if you are not able to attend the EGM or its adjournment (as the case may be) in person but wish to exercise your right as a Shareholder, please complete and sign the accompanying form of proxy in accordance with the instructions printed thereon and deposit the same with the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, 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 fixed for holding the EGM or any adjournment thereof (as the case may be).

Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjournment thereof (as the case may be) should you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

10 May 2021

CONTENTS

Page

DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1

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

5

LETTER FROM THE INDEPENDENT BOARD COMMITTEE . . . . . . . . . . .

20

LETTER FROM THE INDEPENDENT FINANCIAL ADVISER . . . . . . . . . . .

22

APPENDIX  - GENERAL INFORMATION . . . . . . . . . . . . . . . . . . .

APP-1

NOTICE OF EXTRAORDINARY GENERAL MEETING . . . . . . . . . . . . . .

EGM-1

i

DEFINITIONS

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

"Acquisition"

the acquisition of 51% of the equity interests in Taiyuan Steel by

China Baowu on 23 December 2020

"Annual Cap"

the proposed maximum annual monetary value of the transactions

contemplated under the New Framework Agreement for the three

years ending 31 December 2023, and each a "Annual Cap"

"Announcement"

the announcement of the Company dated 27 January 2021 in

relation to the New Framework Agreement entered into between

the Company and China Baowu on 27 January 2021

"associate"

has the meaning ascribed to it under the Listing Rules

"Board"

the board of Directors

"chief executive"

has the meaning ascribed to it under the Listing Rules

"China Baowu"

China Baowu Steel Group Company Limited (中國寶武鋼鐵集團

有限公司), a company incorporated in the PRC and a substantial

shareholder of the Company

"China Baowu Group"

China Baowu and its subsidiaries, including Taiyuan Steel, STSS

and Tisco

"close associate"

has the meaning ascribed to it under the Listing Rules

"Company"

Da Ming International Holdings Limited (大明國際控股有限公

司), a company incorporated in the Cayman Islands with limited

liability, the shares of which are listed on the main board of the

Stock Exchange

"connected person(s)"

has the meaning ascribed to it under the Listing Rules

"Director(s)"

the director(s) of the Company

"EGM"

the extraordinary general meeting of the Company to be convened

and held at Conference Room A309, Jiangsu Daming Metal

Products Co., Limited, No. 1518 Tongjiang Road, Wuxi, Jiangsu,

The People's Republic of China on Monday, 31 May 2021 at

3 p.m., or any adjournment thereof, for the purpose of considering

and, if thought fit, approving the New Framework Agreement and

the transactions contemplated thereunder (including the Annual

Caps)

1

DEFINITIONS

"Group"

the Company and its subsidiaries

"HK$"

Hong Kong dollars, the lawful currency of Hong Kong

"Hong Kong"

the Hong Kong Special Administrative Region of the PRC

"Jiangsu Daming"

Jiangsu Daming Metal Products Company Limited (江蘇大明金

屬製品有限公司), a limited company incorporated in the PRC

and an indirect wholly-owned subsidiary of the Company

"Jiangsu Daming Group"

Jiangsu Daming and its subsidiaries

"JVC"

Taiyuan Taigang Daming Metal Products Company Limited (太原

太鋼大明金屬製品有限公司), a joint venture company owned as

to 60% by Jiangsu Daming and 40% by Taiyuan Steel, established

pursuant to the shareholders' agreement dated 13 July 2011. The

JVC is an indirect non wholly-owned subsidiary of the Company

"Independent Board Committee"

an independent committee of the Board comprising all

independent non-executive Directors, namely, Mr. Cheuk Wa

Pang, Prof. Hua Min, Mr. Lu Daming, Mr. Liu Fuxing and

Mr. Hu Xuefa, established to advise the Independent Shareholders

in respect of the continuing connected transactions contemplated

under the New Framework Agreement and the Annual Caps

"Independent Financial Adviser"

Donvex Capital Limited, a corporation licensed to carry on Type

6 (advising on corporate finance) regulated activity under the

SFO, and the independent financial adviser to the Independent

Board Committee and the Independent Shareholders in respect of

the continuing connected transactions contemplated under the

New Framework Agreement and the Annual Caps

"Independent Shareholder(s)"

the Shareholders other than (a) China Baowu; and (b) Tisco, who

will be required under the Listing Rules to abstain from voting on

the resolution to be proposed at the EGM, and their respective

associates

"Latest Practicable Date"

5 May 2021, 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

2

DEFINITIONS

"New Framework Agreement"

the framework agreement dated 27 January 2021 entered into

between the Company and China Baowu in relation to (i) the

supply of steel by the China Baowu Group to the Group; and (ii)

the provision of processed metallic goods and processing services

by the Group to the China Baowu Group for the three years

ending 31 December 2021, 31 December 2022 and 31 December

2023, respectively

"Notice of EGM"

the notice convening the EGM as set out on pages EGM-1 to

EGM-2 of this circular

"PRC"

the People's Republic of China

"RMB"

Renminbi, the lawful currency of the PRC

"SFO"

the Securities and Futures Ordinance (Chapter 571 of the Laws of

Hong Kong), as amended, supplemented or otherwise modified

from time to time

"Share(s)"

the ordinary share(s) of HK$0.10 each in the share capital of the

Company

"Shareholder(s)"

holder(s) of the Shares

"Stock Exchange"

The Stock Exchange of Hong Kong Limited

"STSS"

Shanxi Taigang Stainless Steel Co., Ltd. (山西太鋼不鏽鋼股份有

限公司), a stainless steel producer and a company whose shares

are listed on The Shenzhen Stock Exchange (with stock code

000825), and a subsidiary of Taiyuan Steel

"STSS Agreements"

the framework agreement dated 22 December 2017 entered into

between Jiangsu Daming and STSS in relation to the supply of

stainless steel and carbon steel by STSS to Jiangsu Daming Group

for each of the years ended 31 December 2018, 31 December

2019 and 31 December 2020, respectively, and the framework

agreement dated 30 September 2018 entered into between Jiangsu

Daming and STSS in relation to the (i) supply of stainless steel

and carbon steel, processed finished goods or processed

semi-finished goods; and (ii) provision of processing service by

Jiangsu Daming Group to STSS Group for each of the years

ended 31 December 2018, 31 December 2019 and 31 December

2020, respectively

3

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Da Ming International Holdings Ltd. published this content on 07 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 May 2021 07:01:20 UTC.