China Dynamics : PROPOSED GENERAL MANDATE REFRESHMENT AND NOTICE OF SPECIAL GENERAL MEETING

If you are in any doubt as to any aspect about this circular or as to what action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in China Dynamics (Holdings) Limited, you should at once hand this circular to the purchaser or transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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.

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company mentioned herein.

CHINA DYNAMICS (HOLDINGS) LIMITED

中國動力（控股）有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 476) PROPOSED GENERAL MANDATE REFRESHMENT AND NOTICE OF SPECIAL GENERAL MEETING Financial Adviser to the Company Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

A letter from the Board is set out on pages 4 to 11 of this circular. A letter from the Independent Board Committee is set out on pages 12 and 13 of this circular. A letter from Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders is set out on pages 14 to 26 of this circular. A notice convening the SGM to be held at Boardroom 3-4, M/F, Renaissance Harbour View Hotel Hong Kong, 1 Harbour Road, Wanchai, Hong Kong at 11:00 a.m. on 20 January 2017 is set out on pages 27 to 29 of this circular.

Whether or not you are able to attend the SGM, you are requested to complete and return the accompanying Form of Proxy in accordance with the instructions printed thereon and deposit the same as soon as possible and in any event not later than 48 hours before the time of the meeting or any adjournment thereof to the Company's Hong Kong branch share registrar, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong or the principal place of business in Hong Kong located at 37th Floor, China Online Centre, 333 Lockhart Road, Wanchai, Hong Kong. Completion and return of the Form of Proxy will not preclude you from attending and voting in person at the SGM (or any adjourned meeting) should you so wish.

4 January 2017

Pages

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Letter from the Independent Board Committee 12 Letter from the Independent Financial Adviser 14 Notice of Special General Meeting 27

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

"Annual General Meeting" the annual general meeting of the Company held on 22

August 2016 at which the Shareholders approved, among other matters, the Existing General Mandate

"associate(s)" has the meaning ascribed to it under the Listing Rules

"Board" the board of Directors

"Bye-laws" the Bye-laws of the Company

"Company" China Dynamics (Holdings) Limited, a company incorporate in Bermuda with limited liability, the issued Shares of which are primary listed on the Main Board of the Stock Exchange (Stock Code: 476)

"controlling shareholder" has the meaning ascribed to it under the Listing Rules "Directors" the directors of the Company

"Existing General Mandate" the general mandate granted by the Shareholders to the

Directors at the Annual General Meeting to allot, issue and deal with up to 20% of the total number of Shares in issue on the date of the Annual General Meeting

"Form of Proxy" the form of proxy for use by Shareholders at the SGM

"Group" the Company and its subsidiaries

"HK$" Hong Kong dollars, the lawful currency of Hong Kong "Independent Board Committee" an independent committee of the Board comprising

the independent non-executive Directors to advise the Independent Shareholders in respect of the Refreshed General Mandate

"Independent Financial Adviser" or "Nuada"

Nuada Limited, a corporation licensed to carry out Type 1 (dealing in securities) and Type 6 (advising on corporate finance) regulated activities under the SFO, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Refreshed General Mandate

"Independent Shareholder(s)" Shareholders(s) other than the Directors (excluding

independent non-executive Directors) and their associates

"Latest Practicable Date" 28 December 2016, being the latest practicable date prior

to the printing of this circular for ascertaining certain information for inclusion in this circular

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

"Placing" the placing of 740,000,000 new Shares completed on 15 December 2016

"Refreshed General Mandate" the general mandate proposed to be granted to the Directors

at the SGM to allot, issue and otherwise deal with additional Shares not exceeding 20% of the total number of Shares of the Company in issue on the date of the passing of the relevant ordinary resolution

"Refreshed General Mandate Resolution"

the ordinary resolution to approve the Refreshed General Mandate to be proposed at the SGM

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

"SGM" the special general meeting of Company to be convened and held for the purpose of considering and, if thought fit, approving the Refreshed General Mandate