Nine Dragons Paper : General Mandates to Issue and Repurchase Shares, Re-election of Retiring Directors, Payment of Final Dividend and Special Dividend out of Contributed Surplus Account and Notice of Annual General Meeting

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.‌‌‌‌

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, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in NINE DRAGONS PAPER (HOLDINGS) LIMITED, you should at once hand this circular and the form of proxy enclosed with this circular to the purchaser or the transferee or to the bank manager, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

(Incorporated in Bermuda with limited liability)

(Stock Code: 2689)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES RE-ELECTION OF RETIRING DIRECTORS

PAYMENT OF FINAL DIVIDEND AND SPECIAL DIVIDEND OUT OF CONTRIBUTED SURPLUS ACCOUNT

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Nine Dragons Paper (Holdings) Limited to be held at Auditorium, 4/F., Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Wednesday, 7 December 2016 at 2 : 30 p.m. is set out on pages 15 to 19 of this circular.

A form of proxy for use by the Shareholders at the annual general meeting is enclosed. Whether or not you intend to attend and vote at the annual general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company's Hong Kong Branch Share Registrar, Tricor Investor Services Limited, Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for holding of the meeting or any adjournment thereof (as the case may be). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting or any adjournment thereof should you so wish.

* For identification purposes only

Printed on Land Dragon 100% Recycled Fiber Offset Paper

25 October 2016

Page

Definitions ....... ....... ........ ....... ....... ........ ....... ........ ....... ....... 1

Letter from the Board

Introduction . ....... ........ ....... ....... ........ ....... ........ ....... ....... 3

General Mandates to issue Shares and to repurchase Shares ..... ....... ....... 4 Re-election of retiring Directors ... ....... ........ ....... ........ ....... ....... 4 Payment of Final Dividend and Special Dividend out of

Contributed Surplus Account ... ....... ........ ....... ........ ....... ....... 5

Annual General Meeting ... ....... ....... ........ ....... ........ ....... ....... 6

Responsibility statement .... ....... ....... ........ ....... ........ ....... ....... 6

Recommendation ... ........ ....... ....... ........ ....... ........ ....... ....... 6

Appendix I - Explanatory Statement on Share Repurchase Mandate ...... ....... 7

Appendix II - Particulars of Retiring Directors Standing for Re-election 10

Notice of Annual General Meeting 15

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

''Annual General Meeting''

the annual general meeting of the Company to be held at Auditorium, 4/F., Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Wednesday, 7 December 2016 at 2 : 30 p.m., notice of which is set out on pages 15 to 19 of this circular

''Best Result'' Best Result Holdings Limited, a company incorporated under the laws of the British Virgin Islands whose issued share capital is held (i) as to approximately 37.073% by Ms. Cheung Yan personally; (ii) as to approximately 37.053% by Goldnew Limited which was held by BNP Paribas Jersey Trust Corporation Limited as the trustee of The Liu Family Trust;

(iii) as to approximately 10.000% by Acorn Crest Limited which was held by BNP Paribas Jersey Trust Corporation Limited as the trustee of The Zhang Family Trust; and (iv) as to approximately 15.874% by Winsea Investments Limited which was held by BNP Paribas Jersey Trust Corporation Limited as the trustee of The Golden Nest Trust

''Board'' the board of Directors

''Bye-laws'' the bye-laws of the Company

''Companies Act'' the Companies Act 1981 of Bermuda (as amended)

''Company'' Nine Dragons Paper (Holdings) Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Stock Exchange

''Contributed Surplus Account''

the contributed surplus account of the Company as ascertained in accordance with the Companies Act

''Director(s)'' director(s) of the Company

''Final Dividend'' proposed final dividend of RMB8.0 cents per share of the Company for the year ended 30 June 2016

''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 People's Republic of China

''Issue Mandates'' a general and unconditional mandate proposed to be granted to the Directors to exercise all the powers of the Company to allot, issue and deal with Shares up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution as set out in the Annual General Meeting Notice

''Latest Practicable Date''

18 October 2016, being the latest practicable date for ascertaining certain information in this circular prior to its publication

''Listing Rules'' the Rules Governing the Listing of Securities on the Stock Exchange

''SFO'' Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)

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

''Share Repurchase Mandate''

a general and unconditional mandate proposed to be granted to the Directors to exercise all the powers of the Company to repurchase Shares up to 10% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution as set out in the Annual General Meeting Notice

''Shareholders'' holder(s) the Share(s)

''Special Dividend'' proposed special dividend of RMB3.0 cents per share of the Company for the year ended 30 June 2016

''Stock Exchange'' The Stock Exchange of Hong Kong Limited

''Takeovers Code'' The Hong Kong Code on Takeovers and Mergers