China Display Optoelectronics Technology Holdings Limited — Proxy Solicitation & Information Statement 2001

Oct 19, 2001

SW KINGSWAY CAPITAL HOLDINGS LIMITED

匯富金融控股有限公司*

(Incorporated in Bermuda with limited liability)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT an Annual General Meeting of the Company will be held at 5th Floor, Hutchison House, 10 Harcourt Road, Hong Kong on Monday 12th November 2001 at 10:00 a.m. and at any adjournment thereof, for the following purposes:

1. To receive and consider the audited consolidated financial statements together with the Reports of the Directors and Auditors of the Group for the year ended 30th June 2001.

2. To approve and declare a final dividend for the year ended 30th June 2001.

3. To re-elect Directors, and to authorise the Board of Directors to fix their remuneration.

4. To re-appoint the Auditors of the Company and to authorise the Directors to fix their remuneration.

5. To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:

“THAT

(a) subject to paragraph 5(c) below, the exercise by the Directors of the Company during the Relevant Period (as defined in paragraph 5(d) below) of all powers of the Company to allot, deal and issue additional shares in the share capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers either during or after the Relevant Period be and is hereby generally and unconditionally approved;

(b) the approval in paragraph 5(a) above shall authorise the Directors of the Company during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such power after the end of the Relevant Period;

(c) the aggregate nominal value of share capital allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors of the Company pursuant to the approval in paragraph 5(a), otherwise than pursuant to a Rights Issue (as defined in paragraph 5(d) below) or to the share option scheme of the Company, shall not exceed 20 per cent of the aggregate nominal value of the share capital of the Company in issue at the date of passing this Resolution and the said approval shall be limited accordingly; and

(d) for the purpose of this Resolution:

“Relevant Period” means the period from the passing of this Resolution until whichever is the earlier of:

(i) the conclusion of the next Annual General Meeting of the Company;

(ii) the expiration of the period within which the next Annual General Meeting of the Company is required by applicable law of Bermuda and the Company’s Bye-Laws to be held; and

(iii) the revocation or variation of this Resolution by an ordinary resolution of the Shareholders of the Company in general meeting;

“Rights Issue” means an offer of shares or options to subscribe for shares open for a period fixed by the Directors of the Company to holders of shares on the register of members of the Company, on a fixed record date in proportion to their then holdings of such shares (subject to such exclusions or other arrangements as the Directors of the Company may deem necessary or expedient in relation to fractional entitlements and having regard to any restrictions of obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory applicable to the Company).”

1. To consider and, if thought fit, pass the following resolution as an Ordinary Resolution:

“THAT

(a) Subject to paragraph 6(c) below, the exercise by the Directors of the Company during the Relevant Period (as defined herein after) of all the powers of the Company to repurchase issued shares in the capital of the Company, subject to and in accordance with all applicable laws, be and is hereby generally and unconditionally approved;

(b) the approval in paragraph 6 (a) shall be in addition to any other authorisation given to the Directors of the Company;

(c) the aggregate nominal value of share capital to be repurchased by the Company on The Stock Exchange of Hong Kong Limited or on another stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under Hong Kong Code on Share Repurchases pursuant to the approval in paragraph 6(a) during the Relevant Period, shall be no more than 10 per cent of the aggregate nominal value of the existing issued share capital of the Company at the date of this meeting, and the authority pursuant to paragraph 6(a) shall be limited accordingly; and

(d) for the purposes of this resolution:

“Relevant Period” means the period from the passing of this resolution until whichever is the earlier of:

(i) the conclusion of the next Annual General Meeting of the Company;

(ii) the expiration of the period within the next Annual General Meeting of the Company is required by applicable law of Bermuda and the Company’s Bye-Laws to be held; and

(iii) the revocation or variation of this Resolution by an ordinary resolution of Shareholders of the Company in general meeting.”

1. To consider and, if thought fit, pass with or without amendments, the following resolution as an Ordinary Resolution:

“THAT, conditional upon the passing of the Ordinary Resolution as set out in paragraph 6, the general mandate granted to the Directors pursuant to paragraph 5 (a) shall be extended by the addition thereto of an amount representing the aggregate nominal value of the share capital of the Company repurchased by the Company under the authority granted in paragraph 6, provided that such amount shall not exceed 10 per cent of the aggregate nominal value of the share capital of the Company in issue at the date of passing this Resolution.”

By order of the Board

Rebecca Yuk Fung Lau

Company Secretary

Hong Kong, 19th October 2001

Notes:

(1) A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and, in the event of a poll, vote on his/her behalf. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number of shares in respect of which each such proxy is so appointed.

(2) To be valid, the form of proxy together with the authorisation letter or other authority (if any) under which is signed or a certified copy thereof, must be deposited at the shares registrars of the Company in Hong Kong, Central Registration Hong Kong Limited, Shops 1712-1716, 17th Floor, Hopewell Center, 183 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding the Meeting, or any adjournment thereof.

(3) An explanatory statement containing further details regarding Resolutions set out in paragraphs 5 to 7 will be sent to Shareholders together with the Annual Report of the Company for the year ended 30th June 2001.

* For identification purposes only

Please also refer to the published version of this announcement in the South China Morning Post dated 19/10/2001