Daphne International : PROPOSED ADOPTION OF NEW ARTICLES OF ASSOCIATION

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.

DAPHNE INTERNATIONAL HOLDINGS LIMITED 達 芙 妮 國 際 控 股 有 限 公 司*

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 210)

PROPOSED ADOPTION OF NEW ARTICLES OF ASSOCIATION

This announcement is made by Daphne International Holdings Limited (the "Company") pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").

For good corporate governance and with an effort to modernise and update the Company's constitutional documents, the board of directors of the Company proposes to adopt the Second Amended and Restated Articles of Association of Daphne International Holdings Limited (the "New Articles of Association") to replace the existing articles of association. Major areas of amendments that the board of directors of the Company considers relevant to the shareholders of the Company (the "Shareholders") are set out in the Appendix to this announcement.

The proposed adoption of the New Articles of Association is subject to the approval by the Shareholders by way of a special resolution at the forthcoming annual general meeting of the Company to be held in May 2019 (the "AGM"). A circular containing, among other things,

(1)major areas of amendments introduced by the New Articles of Association; and (2) the full text of the New Articles of Association, together with a notice convening the AGM will be dispatched to the Shareholders in due course.

By order of the Board

Daphne International Holdings Limited

Chang Chih-Kai

Chairman & CEO

Hong Kong, 27 March 2019

As at the date of this announcement, the Board of the Company comprises three Executive Directors, namely Mr. Chang Chih-Kai, Mr. Chang Chih-Chiao and Mr. Chen Tommy YiHsun; and three Independent Non-executive Directors, namely Mr. Huang Shun-Tsai, Mr. Kuo Jung-Cheng, and Mr. Lee Ted Tak Tai.

*For identification purpose only

APPENDIX - MAJOR AREAS OF AMENDMENTS INTRODUCED BY THE NEW ARTICLES OF ASSOCIATION

	Articles under the Existing Articles of Association			Articles under the New Articles of Association
REGISTER OF MEMBERS AND SHARE CERTIFICATE			REGISTER OF MEMBERS
11.	(A)	The Directors shall cause to be kept at such place as they	44.	The Register and branch register of Members, as the case may be,
shall deem fit a register of the members and there shall be entered therein the			shall be open to inspection for at least two (2) hours during business hours
particulars of members and the class of shares issued to each of them.			by Members without charge or by any other person, upon a maximum
	(B)	The Company may establish and maintain a branch register	payment of $2.50 or such lesser sum specified by the Board, at the Office
			or such other place at which the Register is kept in accordance with the
of members in accordance with Article 160.			Law or, if appropriate, upon a maximum payment of $1.00 or such lesser
			sum specified by the Board at the Registration Office. The Register
	(C)	Except where the register is closed pursuant to these articles,	including any overseas or local or other branch register of Members may,
the Law and the applicable rules and regulations of the Designated Stock			after notice has been given by advertisement in an appointed newspaper or
Exchange the register and any branch register shall during business hours be			any other newspapers in accordance with the requirements of any
opened to the inspection of any member without charge.			Designated Stock Exchange or by any electronic means in such manner as
			may be accepted by the Designated Stock Exchange to that effect, be
	(D)	The reference to business hours is subject to such reasonable	closed at such times or for such periods not exceeding in the whole thirty
restrictions as the Company in general meeting may impose, but so that not			(30) days in each year as the Board may determine and either generally or
less than 2 hours in each day are to be allowed for inspection.			in respect of any class of shares.

(E)Any member may require a copy of the register, or of any part thereof, on payment of HK$0.25, or such lesser sum as the Company may prescribe, for every 100 words or fractional part thereof required to be copied. The Company shall cause any copy so required by any person to be sent to that person within a period of 10 days commencing on the date next after the date on which the request is received by the Company.

UNTRACED SHAREHOLDERS	UNTRACEABLE MEMBERS
47. The Company may sell any shares in the Company if:-	55. (1)	Without prejudice to the rights of the Company under
	paragraph (2) of this Article, the Company may cease sending cheques for

(i)all cheques or warrants, being not less than 3 in total dividend entitlements or dividend warrants by post if such cheques or

number, for any sum payable in cash to the holder of such shares in respect	warrants have been left uncashed on two consecutive occasions. However,
of them sent in the manner authorised by the Articles of the Company have	the Company may exercise the power to cease sending cheques for
remained uncashed for a period of 12 years;	dividend entitlements or dividend warrants after the first occasion on
	which such a cheque or warrant is returned undelivered.

(ii)the Company has not at any time during the 12 year period

received any indication of the existence of the member or of any person who				(2)	The Company shall have the power to sell, in such manner
is entitled to such shares; and			as the Board thinks fit, any shares of a Member who is untraceable, but no
	(iii)	upon expiry of the 12 year period, the Company has caused	such sale shall be made unless:
an advertisement to be published in the newspaper giving notice of its				(a)	all cheques or warrants in respect of dividends of	the
intention to sell such shares and a period of 3 months has elapsed since the				shares in question, being not less than three in total number, for
date of such advertisement and the Company has notified the relevant				any sum payable in cash to the holder of such shares in respect
Designated Stock Exchange of such intention.				of them sent during the relevant period in the manner
To give effect to any such sale the Directors may authorise any person to				authorised by the Articles have remained uncashed;
transfer the said shares and an instrument of transfer signed or otherwise				(b) so far as it is aware at the end of the relevant period, the
executed by or on behalf of such person shall be as effective as if it had				Company has not at any time during the relevant period
been executed by the registered holder or the person entitled by transmission				received any indication of the existence of the Member who is
to such shares, and the purchaser shall not be bound to see to the application				the holder of such shares or of a person entitled to such shares
of the purchase moneys nor shall his title to the shares be affected by any				by death, bankruptcy or operation of law; and
irregularity or invalidity in the proceedings relating to the sale. The net
proceeds of the sale shall belong to the Company and upon receipt by the				(c) the Company, if so required by the rules governing the
Company of such net proceeds it shall become indebted to the former				listing of shares on the Designated Stock Exchange, has given
member for an amount equal to such net proceeds. No trust shall be created				notice to, and caused advertisement in newspapers in
in respect of such debt and no interest shall be payable in respect of it and				accordance with the requirements of, the Designated Stock
the Company shall not be required to account for any moneys earned from				Exchange to be made of its intention to sell such shares in the
the net proceeds which may be employed in the business of the Company or				manner required by the Designated Stock Exchange, and a
as it thinks fit. Any sale under this Article shall be valid and effective				period of three (3) months or such shorter period as may be
notwithstanding that the member holding the shares sold is dead, bankrupt or				allowed by the Designated Stock Exchange has elapsed since
otherwise under any legal disability or incapacity.				the date of such advertisement.
GENERAL MEETINGS			GENERAL MEETINGS
57.	The	Directors may, whenever they think fit, convene an	57.	Each general meeting, other than an annual general meeting, shall

extraordinary general meeting. An extraordinary general meeting shall also				be called an extraordinary general meeting. General meetings may be held
be convened on the written requisition of any 2 or more members holding at				in any part of the world as may be determined by the Board.
the date of the deposit of the requisition in aggregate not less than 25 per
cent of such of the paid up capital of the Company as at the date of the				58.	The Board may whenever it thinks fit call extraordinary general
deposit carrying the right of voting at general meetings of the Company.				meetings. Any one or more Members holding at the date of deposit of the
Such requisition must state the objects of the meeting and must be signed by				requisition not less than one-tenth of the paid up capital of the Company
requisitionists and deposited at the office. If the Directors do not within 21				carrying the right of voting at general meetings of the Company shall at all
days from the date of the deposit of such requisition proceed duly to convene				times have the right, by written requisition to the Board or the Secretary of
an extraordinary general meeting, the requisitionists themselves may				the Company, to require an extraordinary general meeting to be called by
convene the extraordinary general meeting in the same manner, as nearly as				the Board for the transaction of any business specified in such requisition;
possible, as that in which meetings may be convened by the Directors, and				and such meeting shall be held within two (2) months after the deposit of
all reasonable expenses incurred by the requisitionists as a result of the				such requisition. If within twenty one (21) days of such deposit the Board
failure of the Directors to convene such a meeting shall be reimbursed to				fails to proceed to convene such meeting the requisitionist(s) himself
them by the Company.				(themselves) may do so in the same manner, and all reasonable expenses
				incurred by the requisitionist(s) as a result of the failure of the Board shall
				be reimbursed to the requisitionist(s) by the Company.
NOTICE OF GENERAL MEETINGS				NOTICE OF GENERAL MEETINGS
58.	(A)	An annual general meeting shall be called by notice of not		59.	(1)	An annual general meeting must be called by Notice of
less than twenty-one (21) clear days and not less than twenty (20) clear				not less than twenty-one (21) clear days and not less than twenty (20) clear
business days and any extraordinary general meeting at which the passing of				business days.		All other general meetings (including an extraordinary
a special resolution is to be considered shall be called by notice of not less				general meeting) must be called by Notice of not less than fourteen (14)
than twenty-one (21) clear days and not less than ten (10) clear business				clear days and not less than ten (10) clear business days but if permitted by
days.	All other extraordinary general meetings may be called by notice of			the rules of the Designated Stock Exchange, a general meeting may be
not less than fourteen (14) clear days and not less than ten (10) clear				called by shorter notice, subject to the Law, if it is so agreed:
business days but if permitted by the rules of the Designated Stock
Exchange, a general meeting may be called by shorter notice, subject to the					(a) in the case of a meeting called as an annual general
Law, if it is so agreed:					meeting, by all the Members entitled to attend and vote thereat;
		(i)	in the case of meeting called as the annual general		and
meeting, by all the members entitled to attend and vote thereat; and					(b) in the case of any other meeting, by a majority in number
		(ii)	in the case of any other meeting, by a majority in		of the Members having the right to attend and vote at the
					meeting, being a majority together representing not less than
number of the members having a right to attend and vote at the meeting,

being a majority together holding not less than 95 per cent in nominal value			ninety five percent (95%) of the total voting rights at the
of the shares giving that right.			meeting of all the Members.
PROCEEDINGS AT GENERAL MEETINGS		PROCEEDINGS AT GENERAL MEETINGS
64.	If within 5 minutes from the time appointed for the meeting a	62.	If within thirty (30) minutes (or such longer time not exceeding
quorum is not present, the meeting, if convened upon the requisition of		one hour as the chairman of the meeting may determine to wait) after the
members, shall be dissolved; in any other case it shall stand adjourned to the		time appointed for the meeting a quorum is not present, the meeting, if
same day in the next week and at such time and place as shall be decided by		convened on the requisition of Members, shall be dissolved. In any other
the Directors and if at the adjourned meeting a quorum is not present within		case it shall stand adjourned to the same day in the next week at the same
5 minutes from the time appointed for the meeting, any member present		time and place or to such time and place as the Board may determine. If at
shall be a quorum and may transact the business for which the meeting was		such adjourned meeting a quorum is not present within half an hour from
called.		the time appointed for holding the meeting, the meeting shall be dissolved.

65.Each Director shall be entitled to attend and speak at any general 63. The chairman of the Company or if there is more than one

meeting of the Company and at any separate meeting of the holders of any		chairman, any one of them as may be agreed amongst themselves or
class of shares in the Company.		failing such agreement, any one of them elected by all the Directors
		present shall preside as chairman at a general meeting. If at any meeting
66.	The chairman, if any, of the Directors or, in his absence, the deputy	no chairman, is present within fifteen (15) minutes after the time appointed
chairman, if any, shall preside as chairman at every general meeting of the		for holding the meeting, or is willing to act as chairman, the deputy
Company.		chairman of the Company or if there is more than one deputy chairman,
		any one of them as may be agreed amongst themselves or failing such
67.	If there is no such chairman or deputy chairman or if at any meeting	agreement, any one of them elected by all the Directors present shall
neither of such chairman or deputy chairman is present within 5 minutes		preside as chairman. If no chairman or deputy chairman is present or is
after the time appointed for holding the meeting or is willing to act as		willing to act as chairman of the meeting, the Directors present shall
chairman, the Directors present shall choose one of their number as		choose one of their number to act, or if one Director only is present he
chairman and if only one Director shall be present he shall if willing to act,		shall preside as chairman if willing to act. If no Director is present, or if
preside as chairman. If no Director shall be present or if all the Directors		each of the Directors present declines to take the chair, or if the chairman
present decline to take the chair or if the chairman chosen shall retire from		chosen shall retire from the chair, the Members present in person or (in the
the chair, then the members present shall choose one of their own number to		case of a Member being a corporation) by its duly authorised
be the chairman.		representative or by proxy and entitled to vote shall elect one of their
71.	All questions submitted to a meeting shall be decided by a simple	number to be chairman of the meeting.
majority of votes except where a greater majority is required by the Articles		65.	If an amendment is proposed to any resolution under consideration
or by the Law. In the event of an equality of votes, the chairman of the		but is in good faith ruled out of order by the chairman of the meeting, the