Asia Dragon Trust : Prospectus to Shareholders dated 22 September 2023

recipient of this Prospectus) other than the Company for providing the protections afforded to clients of the Sponsor or for providing advice in relation to the Issue, the contents of this Prospectus or any matters referred to in this Prospectus. This does not exclude any responsibilities which the Sponsor may have under FSMA or the regulatory regime established thereunder.

Apart from the liabilities and responsibilities (if any) which may be imposed on the Sponsor by FSMA or the regulatory regime established thereunder, the Sponsor makes no representations, express or implied, nor accepts any responsibility whatsoever for the contents of this Prospectus nor for any other statement made or purported to be made by it or on its behalf in connection with the Company, the Shares, the Issue or any transaction or arrangement referred to in this Prospectus. The Sponsor and its Affiliates, to the fullest extent permitted by law, accordingly disclaim all and any responsibility or liability (save for any statutory liability), whether arising in tort, contract or otherwise which it or they might otherwise have in respect of the contents of the Prospectus or any other statement made or purported to be made by it or on its behalf in connection with the Company, the Shares, the Issue or any transaction or arrangement referred to in this Prospectus.

THE NEW SHARES ARE ONLY AVAILABLE TO ELIGIBLE NEW DAWN SHAREHOLDERS AND ARE NOT BEING OFFERED TO EXISTING SHAREHOLDERS (SAVE TO THE EXTENT AN EXISTING SHAREHOLDER IS ALSO AN ELIGIBLE NEW DAWN SHAREHOLDER) OR TO THE PUBLIC.

This Prospectus does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase, subscribe for or otherwise acquire, any securities by any person in any circumstances or jurisdiction in which such offer or solicitation would be unlawful or would impose any unfulfilled registration, qualification, publication or approval requirements on the Company, the AIFM, the Investment Manager or the Sponsor.

The distribution of this Prospectus and the offer of the New Shares in certain jurisdictions may be restricted by law. Other than in the United Kingdom, no action has been taken, nor will any action be taken, by the Company or Winterflood that would permit an offer of the New Shares or possession, issue or distribution of this Prospectus (or any other offering or publicity material relating to the New Shares) in any jurisdiction where action for that purpose is or may be required, or where doing so is restricted by law. Accordingly, neither this Prospectus, nor any advertisement, nor any other offering material may be distributed or published in any jurisdiction except under circumstances that will result in compliance with any applicable laws and regulations. Persons into whose possession this Prospectus (or any other offering materials or publicity relating to the New Shares) comes should inform themselves about and observe any such restrictions. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. None of the Company, the AIFM, the Investment Manager, the Sponsor or any of their respective affiliates or advisers, accepts any legal responsibility to any person, whether or not a prospective investor, for any such restrictions.

In particular, the New Shares described in this Prospectus have not been, and will not be, registered under the securities laws of any of Australia, Canada, Japan, New Zealand, the Republic of South Africa or any EEA Member State, or their respective territories or possessions. Accordingly, the New Shares may not (unless an exemption from such legislation or such laws is available) be offered, sold or delivered, directly or indirectly, in or into Australia, Canada, Japan, New Zealand or the Republic of South Africa or any EEA Member State, or their respective territories or possessions. Persons resident in territories other than the UK should consult their professional advisers as to whether they require any governmental or other consents or need to observe any formalities to enable them to apply for, acquire, hold or dispose of the New Shares.

The New Shares are being offered or sold only: (i) outside the United States in "offshore transactions" to non-US Persons pursuant to Regulation S under the US Securities Act, and (ii) to persons that are both "qualified institutional buyers", or "QIBs", as defined in Rule 144A under the US Securities Act and "qualified purchasers" as defined in the US Investment Company Act ("Qualified Purchasers"), pursuant to an exemption from the registration requirements of the US Securities Act, and that, in the case of (ii), have executed a US investor representation letter, which can be requested from Equiniti at Equiniti Limited, Corporate Actions, Aspect House, Spencer Road, Lancing, West Sussex, BN99 6JA and returned such letter to the Company.

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In addition, the Company has not been and will not be registered under the U.S. Investment Company Act of 1940, as amended (the "US Investment Company Act"), and investors in the New Shares will not be entitled to the benefits of the US Investment Company Act. The New Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "US Securities Act") and may not be offered, sold, resold, pledged, delivered, assigned or otherwise transferred, directly or indirectly, into or within the United States or to, or for the account or benefit of, any "U.S. persons" as defined in Regulation S under the US Securities Act ("US Persons"), except pursuant to an exemption from the registration requirements of the US Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States and in a manner which would not result in the Company being required to register under the US Investment Company Act. There has not been and there will not be any public offer of the New Shares in the United States.

This Prospectus does not address the US federal income tax considerations applicable to an investment in the New Shares. Each prospective investor should consult its own tax advisers regarding the US federal income tax consequences of any such investment.

Neither the US Securities and Exchange Commission (the "SEC") nor any securities regulatory authority of any state or other jurisdiction of the United States has approved or disapproved of the New Shares or passed upon or endorsed the merits of the offering of the New Shares or the adequacy or accuracy of this Prospectus. Any representation to the contrary is a criminal offence in the United States.

The New Shares are also subject to restrictions on transferability and resale in certain jurisdictions and may not be transferred or resold except as permitted under applicable securities laws and regulations. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdictions. For further information on restrictions on offers, sales and transfers of the New Shares, please refer to the section entitled "Excluded New Dawn Shareholders" at paragraph 9 of Part 4 (Details of the Scheme and the Issue) of this Prospectus.

Prospective investors should read this entire Prospectus and, in particular, the section entitled "Risk Factors" beginning on page 12 when considering an investment in the

Company.

22 September 2023

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SUMMARY

INTRODUCTION AND WARNINGS

1. INTRODUCTION

This Prospectus relates to the issue of ordinary shares of 20 pence each (the "New Shares") in the capital of Asia Dragon Trust plc (the "Company") in connection with a scheme of reconstruction and voluntary winding up of abrdn New Dawn Investment Trust plc ("New Dawn") under the Insolvency Act (the "Scheme"). The ISIN of the New Shares is GB0002945029 and the SEDOL is 0294502. The LEI of the Company is 549300W4KB0D75D1N730 and its registered office is at 1 George Street, Edinburgh, Scotland EH2 2LL.

This Prospectus was approved by the Financial Conduct Authority (the "FCA") in the United Kingdom on 22 September 2023. The head office of the FCA is at 12 Endeavour Square, London E20 1JN (Tel: 020 7066 1000).

Warning

The following summary should be read as an introduction to this Prospectus. Any decision to invest in the New Shares should be based on a consideration of this Prospectus as a whole by the investor. An investor could lose all or part of the invested capital. Where a claim relating to the information contained in this Prospectus is brought before a court, the plaintiff investor might, under national law, have to bear the costs of translating this Prospectus before legal proceedings are initiated. Civil liability attaches only to those persons who have tabled the summary including any translation thereof, but only where the summary is misleading, inaccurate or inconsistent, when read together with the other parts of this Prospectus, or where it does not provide, when read together with the other parts of this Prospectus, key information in order to aid investors when considering whether to invest in the New Shares.

2. KEY INFORMATION ON THE ISSUER

2.1. Who is the issuer of the securities?

The Company was incorporated and registered in Scotland on 12 August 1987 as a public company limited by shares with registered number SC106049. The Company is an investment company under section 833 of the Companies Act. The Company's LEI number is 549300W4KB0D75D1N730. The principal legislation under which the Company operates is the Companies Act and the regulations made thereunder.

The Company is a closed-ended investment company and operates as an investment trust approved by HMRC in accordance with the Corporation Tax Act. The Company's current investment objective is to achieve long-term capital growth through investment in Asia, with the exception of Japan and Australasia. The Company is proposing, in connection with the Scheme and subject to Shareholder approval, to amend the Company's investment objective to the following: an aim to achieve long- term capital growth principally through investment in companies in the Asia Pacific region, excluding Japan. This is intended to provide the Company's management team with greater geographic flexibility. The Company will also propose other modernising and clarificatory amendments (all together, the "Investment Policy Change").

The Company has appointed abrdn Fund Managers Limited ("AFML" or the "AIFM") as the Company's alternative investment fund manager to provide overall portfolio and risk management services to the Company. The AIFM has delegated portfolio management services to abrdn Asia Limited ("abrdn Asia" or the "Investment Manager").

The Directors of the Company are as follows:

It is intended that, following completion of the Scheme, Donald Workman, Stephen Souchon and Nicole Yuen (each a New Dawn Director) (the "Prospective Directors") will be appointed as non-executive Directors of the Company. As such, the Board will then, initially, consist of eight Directors, comprising the five current Directors of the Company and three New Dawn Directors. After a transition period that will end on the six month anniversary of Admission, it is intended that the number of Directors on the Board will be reduced to five, with Donald Workman, Charlie Ricketts and Gaynor Coley expected to retire from the Board at that time.

All of the Directors are, and the Prospective Directors will be, non-executive and are independent of the AIFM and the Investment Manager.

As at close of business on 19 September 2023, being the latest practicable date prior to the publication of this Prospectus, other than as set out below, there are no persons known to the Company who, directly or indirectly, are interested in three per cent. or more of the Company's issued Share capital or voting rights.

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