Far East Consortium International : SCRIP DIVIDEND SCHEME IN RELATION TO THE INTERIM DIVIDEND FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in any doubt as to any aspect of this circular or as to the action should be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Far East Consortium International Limited, you should at once hand this circular, together with the enclosed Form of Election (if applicable), to the purchaser or transferee or to the bank, stockbroker 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 purpose only and does not constitute an invitation or offer to acquire, purchase or subscribe for the securities of the Company.

FAR EAST CONSORTIUM INTERNATIONAL LIMITED

遠 東 發 展 有 限 公 司 *

(Incorporated in the Cayman Islands with limited liability)

Website: http://www.fecil.com.hk

(Stock Code: 35)

Executive Directors:

Tan Sri Dato' David CHIU

(Chairman and Chief Executive Officer)

Mr. Cheong Thard HOONG Mr. Dennis CHIU

Mr. Craig Grenfell WILLIAMS

Non-executive Director:

Mr. Chi Hing CHAN

Independent Non-executive Directors:

Mr. Kwok Wai CHAN

Mr. Peter Man Kong WONG Mr. Kwong Siu LAM

Registered Office:

1. Box 1043, Whitehall House 238 North Church Street

   George Town

   Grand Cayman, KY1-1102 Cayman Islands

   Principal Office:

   16th Floor

   Far East Consortium Building 121 Des Voeux Road Central Hong Kong

   10 January 2017

   To the Shareholders,

   Dear Sir or Madam,

   SCRIP DIVIDEND SCHEME IN RELATION TO THE INTERIM DIVIDEND FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2016 INTRODUCTION

   On 23 November 2016, it was announced that the board of directors (the "Board") of Far East Consortium International Limited (the "Company") has resolved to declare an

   * For identification purposes only

   interim dividend of HK3.5 cents per ordinary share of HK$0.10 each (the "Share") for the six months ended 30 September 2016 (the "Interim Dividend") to shareholders of the Company (the "Shareholders") whose names appear on the register of members of the Company on 29 December 2016 (the "Record Date") (other than those residing outside Hong Kong as set out below) in the form of new fully paid Shares (the "Scrip Shares") with the Shareholders being given the option to receive cash in lieu of all or part of their scrip dividend entitlements (the "Scrip Dividend Scheme").

   The purpose of this circular is to set out the procedures which apply in relation to the Scrip Dividend Scheme and the action which should be taken by the Shareholders in relation thereto.

   PARTICULARS OF THE SCRIP DIVIDEND SCHEME

   Pursuant to the Scrip Dividend Scheme, the Shareholders have the following choices, subject to conditions imposed on the Shareholders residing outside Hong Kong as set out below, in respect of the Interim Dividend:

2. an allotment of the Scrip Shares credited as fully paid Shares and having an aggregate market value (as defined below) equal to, save for adjustment for fractions, the total amount of the Interim Dividend which such Shareholder could elect to receive in cash; or

3. cash of HK3.5 cents for each Share held on the Record Date; or

4. partly in form of the Scrip Shares and partly in cash.

5. The number of the Scrip Shares to be allotted pursuant to the Scrip Dividend Scheme was calculated by reference to the market value of HK$3.254 per Share which was the average of the closing prices per Share (the "Average Closing Price") as quoted on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") for the five consecutive trading days up to and including 29 December 2016. Accordingly, the number of the Scrip Shares which the Shareholders are entitled to receive in respect of the existing Shares registered under their names as at the Record Date will be calculated as follows:

   Number of the Scrip

   Shares that Shareholders are entitled to receive

   Number of existing Shares held on the Record Date or number of

   =

   Shares elected for the Scrip

   Shares (as applicable)

   HK$0.035 (Interim Dividend per Share)

   X

   HK$3.254 (Average Closing Price)

   The Register of Members of the Company was closed from Wednesday, 21 December 2016 to Thursday, 29 December 2016, both days inclusive, for the purpose of determining Shareholders who are entitled to receive the Interim Dividend.

   The last day and time on which transfers were accepted for registration for participation in the Scrip Dividend Scheme was Tuesday, 20 December 2016 at 4:30 p.m. The number of the Scrip Shares to be issued to each Shareholder will be rounded down to the nearest whole number. Fractional entitlements to the Scrip Shares in respect of alternatives (i) and (iii) above will be disregarded and the benefit thereof will accrue to the Company. The Scrip Shares to be issued pursuant to the Scrip Dividend Scheme will rank pari passu in all respects with the existing Shares except that they will not be entitled to the Interim Dividend.

   Scrip Shares issued to the Shareholders pursuant to an election to receive some or all of their Interim Dividend in Scrip Shares may be allocated in odd lots (of fewer than a board lot of 1,000 Shares). No special dealing arrangements will be put in place by the Company to facilitate the trading or disposal of the Scrip Shares issued in odd lots. Shareholders should be aware that odd lots usually trade at a discount to the price of board lots.

   Based on 2,217,918,096 Shares in issue on the Record Date, if all the Shareholders choose to receive Scrip Shares instead of cash in respect of the Interim Dividend, the Company will issue approximately 23,855,910 Scrip Shares, an increase of approximately 1.08% of the existing issued Shares.

   ADVANTAGES OF THE SCRIP DIVIDEND SCHEME

   The Scrip Dividend Scheme will give the Shareholders the opportunity to increase their investment in the Company at the market value without incurring brokerage fees, stamp duty and related dealing costs. The Scrip Dividend Scheme will also be to the advantage of the Company because, to the extent that the Shareholders do not elect to receive cash in lieu of the Scrip Shares, such cash as would otherwise have been paid to the Shareholders will be retained for use by the Company.

   EFFECT OF THE SCRIP DIVIDEND SCHEME

   The Shareholders should note that the Scrip Shares to be issued pursuant to the Scrip Dividend Scheme may give rise to discloseable requirements under the provisions of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). The Shareholders, who are in any doubt as to whether these provisions would affect them as a result of their election of receiving the Interim Dividend in the form of Scrip Shares, are recommended to seek their own professional advice.

   FORM OF ELECTION A form of election in relation to the Scrip Dividend Scheme (the "Form of Election") is enclosed for use by the Shareholders who wish to receive the Interim Dividend wholly in cash or partly in cash and partly in the form of the Scrip Shares, or to make a permanent election to receive cash in lieu of Scrip Shares in respect of all future dividends for the whole of the Shareholders' registered shareholding. The Form of Election shall not be sent to the Shareholders who have earlier made permanent election on all future dividends. A written notice should be sent to the Hong Kong share registrar of the Company, Tricor Standard Limited (the "Share Registrar") (whose contact details are set out below) if such Shareholders wish to change or revoke their permanent election so made. If you elect to receive the Interim Dividend wholly in the form of the Scrip Shares, you do not need to take any action. If you elect to receive the Interim Dividend wholly in cash, or partly in cash and partly in the form of the Scrip Shares, you should complete and return the enclosed Form of Election in accordance with the instructions printed thereon.

   If you complete the Form of Election but do not specify the number of Shares in respect of which you wish to receive cash under the Scrip Dividend Scheme, or if you elect to receive cash in respect of a greater number of Shares than your registered shareholding on the Record Date, in either case, you will be deemed to have exercised your election to receive cash in respect of all the Shares of which you were then registered as the holder on the Record Date.

   The Shareholders who elect to receive the Interim Dividend wholly in cash may also elect to receive all future dividends entitled by them in cash by completing Box D on the Form of Election. Such election may be revoked at any time by giving a written notice to the Share Registrar. The Form of Election will not in the future be sent to the Shareholders who have made such election unless they notify the Share Registrar of their wish to revoke such election. If you have earlier made a permanent election to receive all future dividends entitled by you in cash or in scrip form, unless and until you had cancelled such election by a written notice to the Share Registrar, you will continue to receive all dividends in cash or in scrip form (as applicable) for all the Shares for the time being registered in your name, without the need to complete any Form of Election in the future for such election. If you have earlier made a permanent election to receive cash in respect of all future dividends entitled by you but now wish to receive your dividends wholly in the form of the Scrip Shares or partly in form of the Scrip Shares and partly in cash, or if you have earlier made a permanent election to receive all future dividends entitled by you in scrip form and now wish to receive wholly in cash or partly in form of the Scrip Shares and partly in cash, you are required to cancel your permanent election by a written notice and return the Form of Election indicating your choice to the Share Registrar. The Form of Election should be completed in accordance with the instructions printed thereon and returned to Tricor Standard Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong, not later than 4:30 p.m. on Wednesday, 25 January 2017. Failure to complete and return the Form of Election in accordance with the instructions printed thereon will result in the relevant Shareholder's Interim Dividend