Common use of Exchange rate risks and exchange controls Clause in Contracts

Exchange rate risks and exchange controls. The relevant Issuer will pay principal and interest on the Notes and the Guarantors will make any payments under their respective guarantees in the Specified Currency. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the ‘‘Investor’s Currency’’) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the Specified Currency would decrease (1) the Investor’s Currency-equivalent yield on the Notes, (2) the Investor’s Currency-equivalent value of the principal payable on the Notes and (3) the Investor’s Currency-equivalent market value of the Notes. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal. Interest rate risks. Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Notes. Credit ratings may not reflect all risks. One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time. In general, European regulated investors are restricted under Regulation (EC) No. 1060/2009 (as amended) (the ‘‘CRA Regulation’’) from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and registered under the CRA Regulation (and such registration has not been withdrawn or suspended), subject to transitional provisions that apply in certain circumstances whilst the registration application is pending. Such general restriction will also apply in the case of credit ratings issued by non-EU credit rating agencies, unless the relevant non-EU rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended). Certain information with respect to credit rating agencies and ratings will be disclosed in the Final Terms.

Exchange rate risks and exchange controls. The relevant Issuer will pay principal and interest on the Notes Instruments and (if applicable) the Guarantors Guarantor will make any payments under their respective guarantees the Deed of Guarantee in the Specified CurrencyCurrency of Payment specified in the applicable Final Terms. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the ‘‘“Investor’s Currency’’”) other than the Specified CurrencyCurrency of Payment. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency of Payment or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the Specified Currency of Payment would decrease (1i) the Investor’s Currency-equivalent yield on the NotesInstruments, (2ii) the Investor’s Currency-equivalent value of the principal payable on the Notes Instruments and (3iii) the Investor’s Currency-equivalent market value of the NotesInstruments. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal. Interest rate risks. risks Investment in Fixed Rate Notes fixed rate Instruments involves the risk that subsequent changes in if market interest rates may subsequently increase above the rate paid on the Fixed Rate Instruments, this will adversely affect the value of the Fixed Rate NotesInstruments. Credit ratings may not reflect all risks. risks One or more independent credit rating agencies may assign credit ratings to the Notesan issue of Instruments. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the NotesInstruments. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time. In addition, rating agencies may assign unsolicited ratings to the Instruments. In such circumstances, there can be no assurance that the unsolicited rating(s) will not be lower than the comparable solicited ratings assigned to the Instruments, which could adversely affect the market value and liquidity of the Instruments. In general, European regulated investors are restricted under the CRA Regulation (EC) No. 1060/2009 (as amended) (the ‘‘CRA Regulation’’) from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and registered under the CRA Regulation (and such registration has not been withdrawn or suspended), subject to transitional provisions that apply in certain circumstances whilst the registration application is pending. Such general restriction will also apply in the case of credit ratings issued by non-EU credit rating agencies, unless the relevant credit ratings are endorsed by an EU- registered credit rating agency or the relevant non-EU rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended, subject to certain transitional provisions that apply in certain circumstances). If the status of the rating agency rating the Instruments changes, European regulated investors may no longer be able to use the rating for regulatory purposes and the Instruments may have a different regulatory treatment. This may result in European regulated investors selling the Instruments which may impact the value of the Instruments and any secondary market. The list of registered and certified rating agencies published by ESMA on its website in accordance with the CRA Regulation is not conclusive evidence of the status of the relevant rating agency included in such list, as there may be delays between certain supervisory measures being taken against a relevant rating agency and the publication of the updated ESMA list. Certain information with respect to the credit rating agencies and ratings will be disclosed in the applicable Final Terms.

Exchange rate risks and exchange controls. The relevant Issuer will pay principal and interest on the Notes and the Guarantors will make any payments under their respective guarantees in the Specified CurrencyCurrency (as defined in the Final Terms). This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the ‘‘Investor’s Currency’’) other than the relevant Specified Currency. These include the risk that exchange rates may vary significantly change (including changes for example, due to devaluation of the relevant Specified Currency or revaluation of the Investor’s Currency) and the risk that authorities with having jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the relevant Specified Currency would decrease (1) the Investor’s Currency-Currency equivalent yield on the Notes, (2) the Investor’s Currency-Currency equivalent value of the principal payable on the Notes and (3) the Investor’s Currency-Currency equivalent market value of the Notes. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal. Interest rate risks. Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Notes. Credit ratings may not reflect all risks. risks One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect the potential impact of all risks related to structureto, marketinter alia, additional factors discussed abovethe structure of the relevant issue, the relevant market for the Notes, and other factors (including those discussed above) that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time. In general, European regulated Legal investment considerations may restrict certain investments The investment activities of certain investors are restricted under Regulation (EC) No. 1060/2009 (as amended) (the ‘‘CRA Regulation’’) from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and registered under the CRA Regulation (and such registration has not been withdrawn or suspended), subject to transitional provisions that investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are investments suitable for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply in certain circumstances whilst to its purchase and/or pledge of any Notes. Financial institutions should consult their legal and/or financial advisers and/or the registration application is pending. Such general restriction will also apply in appropriate regulators to determine the case appropriate treatment of credit ratings issued by nonNotes under any applicable risk-EU credit rating agencies, unless the relevant non-EU rating agency is certified in accordance with the CRA Regulation (and such endorsement action based capital or certification, as the case may be, has not been withdrawn or suspended). Certain information with respect to credit rating agencies and ratings will be disclosed in the Final Termssimilar rules.

Exchange rate risks and exchange controls. The relevant Issuer will pay principal and interest on the Notes and the Guarantors will make any payments under their respective guarantees in the Specified Currency. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the ‘‘Investor’s Currency’’) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the Specified Currency would decrease (1) the Investor’s Currency-equivalent yield on the Notes, (2) the Investor’s Currency-equivalent value of the principal payable on the Notes and (3) the Investor’s Currency-equivalent market value of the Notes. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal. Interest rate risks. risks Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Notes. Credit ratings may not reflect all risks. risks One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time. In general, European regulated Legal investment considerations may restrict certain investments The investment activities of certain investors are restricted under Regulation (EC) No. 1060/2009 (as amended) (the ‘‘CRA Regulation’’) from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and registered under the CRA Regulation (and such registration has not been withdrawn or suspended), subject to transitional provisions that legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply in certain circumstances whilst to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the registration application is pending. Such general restriction will also apply in appropriate regulators to determine the case appropriate treatment of credit ratings issued by nonNotes under any applicable risk-EU credit rating agencies, unless the relevant non-EU rating agency is certified in accordance with the CRA Regulation (and such endorsement action based capital or certification, as the case may be, has not been withdrawn or suspended). Certain information with respect to credit rating agencies and ratings will be disclosed in the Final Termssimilar rules.

Exchange rate risks and exchange controls. The relevant Issuer will pay principal and interest on the Notes and the Guarantors will make any payments under their respective guarantees in a currency or currency unit specified in an issue (“the Specified Currency”). This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (“the ‘‘Investor’s Currency’’”) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency or the Specified Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the Specified Currency would decrease (1) the Investor’s Currency-equivalent yield on the Notes, (2) the Investor’s Currency-Currency equivalent value of the principal payable on the Notes and (3) the Investor’s Currency-Currency equivalent market value of the Notes. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal. Interest rate risks. risks Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Notes. Credit ratings may not reflect all risks. risks One or more independent credit rating agencies may assign credit ratings to the an issue of Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, above and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time. In general, European regulated Legal investment considerations may restrict certain investments The investment activities of certain investors are restricted subject to legal investment laws and regulations, or review or regulation by certain authorities. Each potential investor should consult its legal advisers to determine whether and to what extent (1) Notes are legal investments for it, (2) Notes can be used as collateral for various types of borrowing and (3) other restrictions apply to its purchase or pledge of any Notes. Financial institutions should consult their legal advisers or the appropriate regulators to determine the appropriate treatment of Notes under Regulation (EC) Noany applicable risk-based capital or similar rules. 1060/2009 (as amended) Risks Relating to Hong Kong, China and Asia Pacific In General Political and legal developments in Hong Kong and China could adversely affect the financial condition and the results of operations of the Bank. The Bank has assets located in, and revenues substantially derived from, Hong Kong. Accordingly, the Bank’s financial condition, results of operations and prospects are subject to a significant degree to the political and legal developments in Hong Kong. Hong Kong became a Special Administrative Region of China on 1 July 1997 (the ‘‘CRA Regulation’’) “Handover”). Although Hong Kong has thus far enjoyed a high degree of legislative, judicial and economic autonomy since the Handover, there can be no assurance that there will not be a change in regulatory oversight as a consequence of the exercise of China sovereignty over Hong Kong. If any such change occurs, it could adversely affect the financial condition and the results of operations of the Bank. Future political or economic instability or a sustained slowdown in domestic economic activities, especially in relation to property, may adversely affect the financial condition and the results of operations of the Bank. Any future outbreak of mass communicable diseases such as Severe Acute Respiratory Syndrome (“SARS”), avian or swine influenza or other new or contagious diseases could materially and adversely affect the financial condition and the results of operations of the Bank. In 2003, there was an outbreak of SARS, a highly contagious and potentially deadly disease in Hong Kong, along with many other countries in Asia. The SARS outbreak had a significant adverse impact on the economies of the affected countries. Since the latter half of 2005, there have been media reports regarding the spread of the H5N1 virus or “Avian Influenza A” among birds and poultry and, in some isolated cases, transmission of Avian Influenza A virus from using credit ratings for regulatory purposesanimals to human beings. Similarly, unless such ratings are issued by since early 2009, there have been media reports regarding the spread of the H1N1 virus or “Swine Influenza A” from animals to humans and of human-to-human transmission of Swine Influenza A. Although the Bank has a credit rating agency established disaster recovery plan and a business continuity plan in place, any further significant outbreak of a highly contagious disease may adversely affect the financial condition and the results of operations of the Bank. DAH SING MTN FINANCING LIMITED General Dah Sing MTN Financing Limited, incorporated in the EU British Virgin Islands on 31st January, 2002, is a wholly-owned Subsidiary of DSB. As at the date of this Offering Circular, it has an authorised share capital of US$50,000, divided into 50,000 ordinary shares of US$1.00 par value each, of which one ordinary share has been issued. DSMFL was established to raise financing for DSB and registered its Subsidiaries. DSMFL has not engaged, since its incorporation, in any material activities other than those incidental to its registration, the establishment of the Programme and the authorisation of documents and agreements referred to in this Offering Circular to which it is or will be a party. As at the date hereof DSMFL has no Subsidiaries. It is intended that DSMFL will be the primary issuer of Senior Notes under the CRA Regulation Programme. DSMFL is not expected to incur any material indebtedness other than the issue of Senior Notes under the Programme. The directors of DSMFL as at the date of this Offering Circular are: Xxxxx Shou-Yeh Xxxx Hon-Xxxx Xxxx Xxxx Xxx-Xxxx Xxxx Lung-Man Xxxx Xxxxxxxx Suet-Xxxx Xxx Xxxx Xxxxxx-Xxx Xxx The registered office of DSMFL is P.O. Box 957, Offshore Incorporations Centre, Road Town, Tortola, British Virgin Islands. The correspondence address of each of the directors of DSMFL for the purposes of his directorship in DSMFL is 36th Floor, Dah Sing Financial Centre, 000 Xxxxxxxxxx Xxxx, Xxxx Xxxx. DSMFL has no employees. Capitalisation The following table sets out the capitalisation of DSFML on 31 December, 2008: US$ Shareholder’s Funds Share Capital (Authorised US$50,000; issued 1 share of US$1.00 each) Issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Total Capitalisation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 DSMFL issued US$150 million fixed rate and such registration has not been withdrawn or suspended)US$150 million floating rate Senior Guaranteed Notes on 1st December, subject to transitional provisions that apply in certain circumstances whilst 2004 under the registration application is pendingProgramme which are listed on the Luxembourg Stock Exchange. Such general restriction will also apply in the case of credit ratings issued The US$150 million fixed rate and US$150 million floating rate Senior Guaranteed Notes are guaranteed by non-EU credit rating agenciesDSB, unless the relevant non-EU rating agency is certified in accordance with the CRA Regulation (unsecured, and such endorsement action or certificationhave a final maturity on 1st December, as the case may be, has not been withdrawn or suspended). Certain information with respect to credit rating agencies and ratings will be disclosed in the Final Terms2009.

Exchange rate risks and exchange controls. The relevant Issuer will pay principal and interest on the Notes and the Guarantors will make any payments under their respective guarantees in the Specified Currency. This presents certain risks relating to currency conversions if an investor’s financial activities are denominated principally in a currency or currency unit (the ‘‘Investor’s Currency’’) other than the Specified Currency. These include the risk that exchange rates may significantly change (including changes due to devaluation of the Specified Currency or revaluation of the Investor’s Currency) and the risk that authorities with jurisdiction over the Investor’s Currency may impose or modify exchange controls. An appreciation in the value of the Investor’s Currency relative to the Specified Currency would decrease (1) the Investor’s Currency-equivalent yield on the Notes, (2) the Investor’s Currency-equivalent value of the principal payable on the Notes and (3) the Investor’s Currency-equivalent market value of the Notes. Government and monetary authorities may impose (as some have done in the past) exchange controls that could adversely affect an applicable exchange rate. As a result, investors may receive less interest or principal than expected, or no interest or principal. Interest rate risks. Investment in Fixed Rate Notes involves the risk that subsequent changes in market interest rates may adversely affect the value of the Fixed Rate Notes. Credit ratings may not reflect all risks. One or more independent credit rating agencies may assign credit ratings to the Notes. The ratings may not reflect the potential impact of all risks related to structure, market, additional factors discussed above, and other factors that may affect the value of the Notes. A credit rating is not a recommendation to buy, sell or hold securities and may be revised or withdrawn by the rating agency at any time. In general, European regulated investors are restricted under Regulation (EC) No. 1060/2009 (as amended) (the ‘‘CRA Regulation’’) from using credit ratings for regulatory purposes, unless such ratings are issued by a credit rating agency established in the EU and registered under the CRA Regulation (and such registration has not been withdrawn or suspended), subject to transitional provisions that apply in certain circumstances whilst the registration application is pending. Such general restriction will also apply in the case of credit ratings issued by non-EU credit rating agencies, unless the relevant non-EU rating agency is certified in accordance with the CRA Regulation (and such endorsement action or certification, as the case may be, has not been withdrawn or suspended). Certain information with respect to credit rating agencies and ratings will be disclosed in the Final Terms.