Sundart : Proposals for Declaration of Final Dividend; General Mandates to Issue and Repurchase Shares; Extension of General Mandate to Issue Shares; Re-election of Directors; Re-appointment of Auditor; and Notice of Annual General Meeting

If you have sold or transferred all your shares in SUNDART HOLDINGS LIMITED 承達集團有限公司, 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, 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.

承達集團有限公司

(incorporated under the laws of British Virgin Islands with limited liability)

A notice convening the annual general meeting of SUNDART HOLDINGS LIMITED 承達集團有限公司 to be held at Room 03-05, 11/F, Millennium City 3, 370 Kwun Tong Road, Kowloon, Hong Kong on Wednesday, 28 June 2017 at 10:00 a.m. is set out on pages 15 to 18 of this circular. A form of proxy for use at the AGM is enclosed with this circular. Such form of proxy is also published on the websites of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk) and the Company (www.sundart.com). Whether or not you are able to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to 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, Wan Chai, Hong Kong as soon as possible and in any event not less than 48 hours before the time fixed for the holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

25 May 2017

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

"AGM" the annual general meeting of the Company to be held at Room 03-05, 11/F, Millennium City 3, 370 Kwun Tong Road, Kowloon, Hong Kong on Wednesday, 28 June 2017 at 10:00 a.m. or any adjournment thereof, a notice of which is set out on pages 15 to 18 of this circular

"Articles of Association" the articles of association of the Company as amended

from time to time

"Beijing Jiangheyuan" 北京江河源控股有限公司 (Beijing Jiangheyuan Holdings Co., Ltd.*), a limited liability company established in the PRC and a controlling shareholder of the Company

"Board" the board of Directors

"BVI" the British Virgin Islands

"close associate(s)" has the meaning ascribed thereto under the Listing Rules

"Company" SUNDART HOLDINGS LIMITED (承達集團有限公司), a company incorporated in the BVI with limited liability, the Shares of which have been listed on the Main Board of the Stock Exchange since 29 December 2015 (stock code: 1568)

"controlling shareholder(s)" has the meaning ascribed thereto under the Listing Rules,

and in the context of the Company, means Mr. Liu, Ms. Fu, Beijing Jiangheyuan, Jangho Co., Jangho Hongkong and Reach Glory

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

"Group" the Company and its subsidiaries

"Hong Kong" the Hong Kong Special Administrative Region of the PRC

"HK$" or "cents" Hong Kong dollars or cents, the lawful currency of Hong Kong

"Issue Mandate" a general unconditional mandate proposed to be granted to the Directors to exercise the power of the Company to allot, issue and otherwise deal with Shares not exceeding 20% of the total number of Shares in issue as at the date of passing of the relevant resolution at the AGM

"Jangho Co." 江河創建集團股份有限公司 (Jangho Group Co., Ltd.*), a joint stock limited liability company established in the PRC (the A shares of which have been listed on the Shanghai Stock Exchange (stock code: 601886) since 18 August 2011) and a controlling shareholder of the Company

"Jangho Hongkong" Jangho Curtain Wall Hongkong Limited (江河幕墻香港有 限公司), a limited liability company incorporated in Hong Kong and a controlling shareholder of the Company

"Latest Practicable Date" 17 May 2017, being the latest practicable date prior to the

printing of this circular for ascertaining certain information contained herein

"Listing Date" 29 December 2015, being the date on which dealings in Shares first commenced on the Main Board of the Stock Exchange

"Listing Rules" The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited as amended from time to time

"Memorandum" the memorandum of association of the Company as amended from time to time

"Mr. Liu" Mr. Liu Zaiwang (劉載望), the non-executive Director, a controlling shareholder of the Company and the spouse of Ms. Fu

"Ms. Fu" Ms. Fu Haixia (富海霞), a controlling shareholder of the Company and the spouse of Mr. Liu

"PRC" the People's Republic of China which, for the purpose of this circular, does not include Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

"Reach Glory" REACH GLORY INTERNATIONAL LIMITED, a

company incorporated in the BVI with limited liability and a controlling shareholder of the Company