Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

(Incorporated in Hong Kong with limited liability under the Companies Ordinance) (Stock Code: 0440)

COMPLETION OF TRANSACTION IN RELATION TO THE DISPOSAL OF LIFE INSURANCE COMPANIES IN HONG KONG AND DATE OF BOARD COMMITTEE MEETING TO APPROVE SPECIAL DIVIDEND

Reference is made to the announcements of Dah Sing Financial Holdings Limited (the "Company") dated 2 June 2016 and 22 May 2017 and the circular of the Company dated 8 August 2016 (the "Circular") in relation to the share sale agreement entered into between the Company, Macau Insurance Company Limited and Everwin Enterprise (Hong Kong) Limited (whose rights and obligations under the agreement were subsequently transferred and assigned to Thaihot Investment (Bermuda) Company Limited). Unless defined otherwise, capitalised terms used herein shall have the same meanings as those given to them in the Circular.

The Company is pleased to announce that Closing of the sale of the entire issued share capital of DSLA and DSIS (the "Hong Kong Closing") took place on 19 June 2017, after the conditions relating to the Hong Kong Closing had been fulfilled. In accordance with the terms of the Share Sale Agreement, the Company elected to proceed with the Hong Kong Closing without simultaneous Closing of the sale of the entire issued share capital of MLIC (the "Macau Closing"). Subject to the satisfaction or waiver of the relevant conditions before the Long Stop Date, the Macau Closing will take place subsequently. A further announcement will be made by the Company upon the Macau Closing.

At the Hong Kong Closing, the Purchaser paid an aggregate of HK$8,030 million to the Company with respect to the Hong Kong Shares. The net proceeds attributable to the Company with respect to the sale of the Hong Kong Shares (after deducting transaction costs and expenses) is around HK$7,950 million. The Company is expecting to derive an unaudited gain before taxation (after deducting transaction costs and expenses) of around HK$3,500 million from the sale of the Hong Kong Shares.

Following the Hong Kong Closing, both DSLA and DSIS have ceased to be subsidiaries of the Company.

Updates on Use of Proceeds

As stated in the section headed "Reasons for and Benefit of Entering into the Share Sale Agreement" in the "Letter from the Board" contained in the Circular, the Company intended to utilise the proceeds for reinvestment in its businesses, for payment of a special dividend and for general working capital purposes upon Closing. The Company would like to provide an update on the intended use of proceeds from the Disposal, as follows:

  • approximately HK$2,200 million of the net proceeds is intended, subject to Board Committee approval as mentioned below, to be applied towards payment of a special dividend;

  • approximately HK$1,450 million of the net proceeds will be used to increase the capital base including equity and/or qualifying subordinated capital of the Company's general insurance businesses, in Hong Kong and Macau. Approximately HK$1,350 million will be applied towards Dah Sing Insurance Company (1976) Limited and approximately HK$100 million will be applied towards MIC;

  • around HK$600 million to HK$1,000 million of the net proceeds will be used to strengthen the Tier 1 capital base of DSB through a subscription of Additional Tier 1 capital to be issued by DSB; and

  • not less than approximately HK$3,300 million of the remaining net proceeds (such amount depending on the Company's subscription amount of the Additional Tier 1 capital to be issued by DSB) will be applied as general working capital of the Group and/or for reinvestment in its businesses.

Board Committee Meeting to approve the payment of a Special Dividend

The Company announces that a meeting of a Board Committee with proper delegation from the Board will be held at its registered office on 29 June 2017 to consider and, if thought fit, resolve to approve the payment of a special dividend of HK$6.60 per Share. A further announcement concerning such dividend will be made in due course.

By Order of the Board

DAH SING FINANCIAL HOLDINGS LIMITED Doris Wai Nar Wong

Company Secretary

Hong Kong, 19 June 2017

As at the date of this announcement, the Board of the Company comprises Messrs. David Shou- Yeh Wong (Chairman), Hon-Hing Wong (Derek Wong) (Managing Director and Chief Executive) and Gary Pak-Ling Wang (Deputy Chief Executive) as Executive Directors; Messrs. Eiichi Yoshikawa (Hidekazu Horikoshi as alternate), Toshihide Motoshita and John Wai-Wai Chow as Non-Executive Directors; Messrs. Robert Tsai-To Sze, Lon Dounn, Seiji Nakamura and Blair Chilton Pickerell as Independent Non-Executive Directors.

Dah Sing Financial Holdings Ltd. published this content on 19 June 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 07 July 2017 10:45:11 UTC.

Original documenthttp://www.dahsing.com.hk/en/pdf/aboutus/e_440_Completion_of_the_disposal_of_HK_Shares.pdf

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