PROPOSED CHANGE OF AUDITORS, PROPOSED …

1 If you are in any doubtas to any aspect of this circular or as to the action to be taken, you shouldconsult your stockbroker or other registered dealer in securities, bankmanager, solicitor, professionalaccountant or other professional you have sold or transferredall your shares in Chun Wo Development Holdings Limited (the Company ), you should at once hand this circular and the accompanying form of proxy to thepurchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transferwas effected for transmission to the purchaser or the Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take noresponsibility for the contents of this circular, make no representation as to its accuracy or completenessand expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance uponthe whole or any part of the contents of this circular.

2 (Incorporated in Bermuda with limited liability)(Stock Code: 00711) PROPOSED CHANGE OF AUDITORS, PROPOSED AMENDMENT TO THE BYE-LAWSANDNOTICE OF SPECIAL GENERAL MEETINGA notice convening the special general meeting of the Company (the SGM )tobeheldatFunctionRooms 1 & 2, 3/F., The Mira Hong Kong, 118 Nathan Road, Tsimshatsui, Kowloon, Hong Kong onThursday, 26 March 2015 at 2:30 is set out on pages 5 to 7 of this form of proxy for use at the SGM is enclosed with this circular. If you wish to appoint proxy(ies),you are requested to complete and sign the enclosed form of proxy in accordance with the instructionsprinted thereon, and return it to the Hong Kong Branch Share Registrar of the Company, TricorSecretaries Limited at Level 22, Hopewell Centre, 183 Queen s Road East, Hong Kong not less than 48hours before the time appointed for holding of the SGM (or any adjournment thereof).

3 Completion andreturn of the form of proxy will not preclude you from attending and voting in person at the SGM (orany adjournment thereof) if you so wish and in such event, the form of proxy shall be deemed to CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION2 March 1 Letter from the 2 Notice of Special General 5 CONTENTS i In this circular, unless the context otherwise requires, the following expressions have thefollowing meanings: Board the board of Directors Bye-laws the bye-laws of the Company Company Chun Wo Development Holdings Limited, a companyincorporated in Bermuda with limited liability, whoseshares are listed on the Main Board of the Stock Exchange Deloitte Messrs.

4 Deloitte Touche Tohmatsu Director(s) the director(s) of the Company Ernst & Young Messrs. Ernst & Young Group the Company and its subsidiaries Hong Kong the Hong Kong Special Administrative Region of thePeople s Republic of China Listing Rules the Rules Governing the Listing of Securities on the StockExchange PROPOSED appointment the PROPOSED appointment of Ernst & Young as auditors ofthe Company following the vacancy created by theresignation of Deloitte and to hold office until theconclusion of the next annual general meeting of theCompany PROPOSED Bye-lawsAmendment the PROPOSED amendments to the Bye-laws that, among otherthings, authorizes the Directors to fill any casual vacancy inthe office of auditors until the conclusion of the next annualgeneral meeting of the Company instead of convening aspecial general meeting to fill the casual vacancy foradministrative convenience in the future SGM the special general meeting of the Company to be convenedat Function Rooms 1 & 2, 3/F.

5 , The Mira Hong Kong, 118 Nathan Road, Tsimshatsui, Kowloon, Hong Kong onThursday, 26 March 2015 at 2:30 Share(s) the ordinary share(s) of HK$ each in the share capitalof the Company Shareholder(s) theholder(s)oftheShare(s) Stock Exchange The Stock Exchange of Hong Kong LimitedDEFINITIONS 1 (Incorporated in Bermuda with limited liability)(Stock Code: 00711)Executive Directors:Mr. Xu Jianhua(Co-Chairman)Mr. Pang Yat Bond, Derrick(Deputy Chairman) ,Clement(Managing Director)Non-executive Directors:Mr. Pang Yat Ting, Dominic(Co-Chairman)Mr. Zhang XiaoliangMr. Chow Wing Kin, AnthonySBS, JPIndependent Non-executive Kwan Ringo CheukkaiMr. Wu William Wai LeungRegistered Office:Clarendon House2 Church StreetHamilton HM11 BermudaHead Office and Principal Place ofBusiness in Hong Kong:C2, 5th FloorHong Kong Spinners Industrial Building601 603 Tai Nan West StreetCheung Sha WanKowloonHong Kong2 March 2015To the Shareholders and,for information only, the holders of convertible bondsDear Sir or Madam, PROPOSED CHANGE OF AUDITORS, PROPOSED AMENDMENT TO THE BYE-LAWSANDNOTICE OF SPECIAL GENERAL MEETINGINTRODUCTIONThe purpose of this circular is to provide you with information in respect of (i) theProposed appointment and (ii) the PROPOSED Bye-laws Amendment; and (iii) the notice ofSGM.

6 The SGM will be convened and held for the purpose of considering and, if thought fit,approving the necessary resolutions in relation to the PROPOSED appointment and the ProposedBye-laws FROM THE BOARD 2 PROPOSED CHANGE OF AUDITORSOn 13 February 2015, the Board announced thatDeloitte has tendered its resignation asthe auditors of the Company with effect from 13 February 2015. As recommended by the auditcommittee of the Company, the Board proposesthat the Shareholders appoint Ernst & Youngas the auditors of the Company to fill the casual vacancy following the resignation of Deloitteand to hold office until the conclusion of the next annual general meeting of the Company, bypassing an ordinary resolution at the Board noted that Deloitte has been the auditors of the Company since the recent changes in the controlling shareholders of the Company and thecomposition of the Board, the Board has continuously reviewed the corporate governancepracticesimplementedbytheCompa nytoensurethat it is aligned to the strategic direction ofthe Group going forward.

7 For the purpose of maintaining good corporate governance practice,the Board considers that the Company s auditors should be considered for rotation after anappropriate period of time. In addition, a rotation of auditors will help enhance theindependence of the auditors in providing the independent professional services. After dueconsideration, the Board wishes to CHANGE the auditors of the Company for the year ending 31 March has confirmed in its letter of resignation that there are no matters connected withits resignation which it considered should be brought to the attention of the holders ofsecurities of the Company. Moreover, the Board is not aware of any other matters in relation tothe CHANGE of the auditors of the Company that need to be brought to the attention of theholders of the securities of the has also confirmed that it has notcommenced any audit work of the Company for the financial year ending 31 March AMENDMENT TO THE BYE-LAWSFor administrative convenience in the future, a special resolution will be PROPOSED at theSGM to amend the Bye-laws in order to, among other matters.

8 Remove the requirement ofconvening a special general meeting to appoint a new auditor to fill the casual Board is of the opinion that the PROPOSED Bye-laws Amendment is in the bestinterests of the Company andthe Shareholders as a full text of the special resolution containing such PROPOSED amendments is set out inthe notice of SGM contained in this FROM THE BOARD 3 SGMSet out on pages 5 to 7 of this circular is a notice convening the SGM to consider and, ifappropriate, to approve the ordinary resolution relating to the PROPOSED appointment and thespecial resolution relating to theProposed Bye-laws form of proxy for use at the SGM is enclosed with this circular. If you wish to appointproxy(ies), you are requested to complete and sign the enclosed form of proxy in accordancewith the instructions printed thereon, and return it to the Hong Kong Branch Share Registrar ofthe Company, Tricor Secretaries Limited at Level 22, Hopewell Centre, 183 Queen sRoadEast, Hong Kong not less than 48 hours before the time appointed for holding of the SGM (orany adjournment thereof).

9 Completion and return of the form of proxy will not preclude youfrom attending and voting in person at the SGM (or any adjournment thereof) if you so wishand in such event, the form of proxy shall be deemed to be to Rule (4) of the Listing Rules, any vote of Shareholders at a generalmeeting must be taken by poll except where the chairman, in good faith, decides to allow aresolution which relates purely to a procedural or administrative matter to be voted on by ashow of hands. As such, all the resolutions set out in the notice of SGM will be voted by Company will announce the results of the poll in the manner prescribed under (5) of the Listing Rules after the the best of the Directors knowledge, information and belief, having made allreasonable enquiries, no Shareholder is required to abstain from voting on any resolutions to beproposed at the Board considers that the ordinary resolution relating to the PROPOSED Appointmentand the special resolution relating to the PROPOSED Bye-laws Amendment to be PROPOSED at theSGM are in the best interests of the Company and the Shareholders as a whole.

10 Accordingly,the Board recommends the Shareholders to vote in favour of such resolutions at the faithfully,ByOrderoftheBoardChun Wo Development Holdings LimitedXu Jianhua Pang Yat Ting, DominicCo-ChairmanCo-ChairmanLETTER FROM THE BOARD 4 (Incorporated in Bermuda with limited liability)(Stock Code: 00711)NOTICE OF SPECIAL GENERAL MEETINGNOTICE IS HEREBY GIVEN THATa special general meeting of Chun WoDevelopment Holdings Limited (the Company ) will be held at Function Rooms 1 & 2,3/F., The Mira Hong Kong, 118 Nathan Road, Tsimshatsui, Kowloon, Hong Kong onThursday, 26 March 2015 at 2:30 (the SGM ) for the purposes of considering and, ifthought fit, passing the following resolutions with or without amendment as an ordinaryresolution and a special resolution (as the case may be) of the Company:Ordinary Resolution1.