China Display Optoelectronics Technology Holdings Limited — Proxy Solicitation & Information Statement 2005

Oct 13, 2005

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as the action to be taken, you should consult a stockbroker or other registered dealer in securities, a bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in SW Kingsway Capital Holdings Limited, you should at once hand this circular, together with the enclosed form of proxy, to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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SW KINGSWAY CAPITAL HOLDINGS LIMITED 㶅富金融控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 188)

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

A notice convening an annual general meeting of SW Kingsway Capital Holdings Limited (the “Company”) to be held at 5th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong on Tuesday, 22nd November 2005 at 10:00 a.m. is set out on pages 14 to 17 of this circular. A form of proxy for use at the annual general meeting is also enclosed.

If you are unable to attend the annual general meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return it to the Company’s Share Registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if they so wish.

13th October 2005

* for identification purposes only

CONTENTS

		Page
Definitions	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from	the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Granting of the Repurchase and Issuance Mandates . . . . . . . . . . .	4
3.	Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Annual General Meeting and Proxy Arrangement . . . . . . . . . . . . . . . . . . . . .	5
5.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	— Explanatory Statement on the Repurchase Mandate. . . . . . . . . . .	7
Appendix II — Procedure by which the Shareholders May Demand
	a Poll at a General Meeting Pursuant to the Current
	Bye-laws . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11
Appendix III — Details of the Directors Proposed to be
	Re-elected at the Annual General Meeting. . . . . . . . . . . . . . . . . .	12
Notice of the Annual General Meeting. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		14

— i —

DEFINITIONS

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

“Annual General Meeting”	an annual general meeting of the Company to be held at
	5th Floor, Hutchison House, 10 Harcourt Road, Central,
	Hong Kong on Tuesday, 22nd November 2005 at 10:00
	a.m., to consider and, if appropriate, to approve the
	resolutions contained in the notice of the meeting which
	is set out on pages 14 to 17 of this circular, or any
	adjournment thereof;
“Board”	the board of Directors;
“Company”	SW Kingsway Capital Holdings Limited, a company
	incorporated in Bermuda with limited liability, the shares
	of which are listed on the main board of the Stock
	Exchange;
“Current Bye-laws”	the current bye-laws adopted by the Company on 10th
	August 2000 (as amended on 30th November 2004);
“Director(s)”	the director(s) of the Company;
“Group”	the Company and its subsidiaries from time to time;
“Hong Kong”	Hong Kong Special Administrative Region of the PRC;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;
“Issuance Mandate”	as defined in paragraph 2(b) of the Letter from the Board;
“Latest Practicable Date”	10th October 2005, being the latest practicable date prior
	to the printing of this circular for ascertaining certain
	information in this circular;
“Listing Rules”	Rules Governing the Listing of Securities on the Stock
	Exchange;
“PRC”	People’s Republic of China (excluding Hong Kong,
	Macau Special Administrative Region and Taiwan);
“Repurchase Mandate”	as defined in paragraph 2(a) of the Letter from the Board;

— 1 —

DEFINITIONS

“SFC”	Securities and Futures Commission of Hong Kong;
“SFO”	Securities and Futures Ordinance (Chapter 571 of The
	Laws of Hong Kong);
“Shareholder(s)”	holder(s) of Share(s);
“Shares”	ordinary share(s) of HK$0.10 each in the capital of the
	Company;
“Stock Exchange”	Stock Exchange of Hong Kong Limited; and
“Takeovers Code”	Hong Kong Codes on Takeovers and Mergers issued by
	the SFC.

— 2 —

LETTER FROM THE BOARD

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SW KINGSWAY CAPITAL HOLDINGS LIMITED 㶅富金融控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 188)

Directors:

Mr. Jonathan Koon Shum Choi (Chairman)

Mr. William Ka Chung Lam (Chief Executive Officer)

Mr. Michael Koon Ming Choi

Ms. Rebecca Yuk Fung Lau

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Mr. Patrick Sun

Non-executive Director:

Mr. Michael Wai Chung Wu

Independent Non-executive Directors:

Mr. Robert Tsai To Sze

Principal Place of Business in Hong Kong:

5th Floor, Hutchison House 10 Harcourt Road Central Hong Kong

Dr. Raymond Wai Yung Wu

Mr. Stanley Kam Chuen Ko

Company Secretary:

Mr. Vincent Wai Shun Lai

13th October 2005

Dear Sir/Madam,

PROPOSED GRANTING OF GENERAL MANDATES TO REPURCHASE SHARES AND TO ISSUE NEW SHARES OF THE COMPANY AND

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the Annual General Meeting for (i) the granting of the Repurchase Mandate to the Directors; (ii) the granting of the Issuance Mandate to the Directors; (iii) the extension of the Issuance Mandate by adding to it the number of

* for identification purposes only

— 3 —

LETTER FROM THE BOARD

shares repurchased by the Company under the Repurchase Mandate; and (iv) the reelection of retiring Directors.

2. PROPOSED GRANTING OF THE REPURCHASE AND ISSUANCE MANDATES

At the annual general meeting of the Company held on 30th November 2004, general mandates were granted to the Directors to exercise the powers of the Company to repurchase Shares and to issue new Shares respectively. Such mandates will lapse at the conclusion of the Annual General Meeting.

Ordinary resolutions will be proposed at the Annual General Meeting to approve the granting of new general mandates to the Directors:

• (a) to purchase Shares on the Stock Exchange of up to 10% of the existing issued share capital of the Company on the date of passing of such resolution (the “Repurchase Mandate”);

• (b) to allot, issue or deal with Shares of up to 20% of the share capital of the existing share capital of the Company in issue on the date of passing of such resolution (the “Issuance Mandate”); and

• (c) to extend the Issuance Mandate by the number of shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

The Repurchase Mandate and the Issuance Mandate will continue in force until the conclusion of the next annual general meeting of the Company held after the Annual General Meeting or any earlier date as referred to in ordinary resolutions nos. 5 to 7 set out in the notice of the Annual General Meeting. With reference to the Repurchase Mandate and the Issuance Mandate, the Directors wish to state that they have no immediate plan to repurchase or issue any Shares pursuant thereto.

In accordance with the requirements of the Listing Rules, the Company is required to send to the Shareholders an explanatory statement containing all the information reasonably necessary to enable them to make an informed decision on whether to vote for or against the granting of the Repurchase Mandate. The explanatory statement as required by the Listing Rules in connection with the Repurchase Mandate is set out in the Appendix I to this circular.

3. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Clause 87 of the Current Bye-laws, at each annual general meeting of the Company, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not greater than one-third) shall retire from

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LETTER FROM THE BOARD

office by rotation provided that the Chairman of the Board and/or the Managing Director shall not, whilst holding such office, be subject to retirement by rotation or be taken into account in determining the number of Directors to retire in each year. The Director(s) to retire by rotation shall be the person(s) who has/have been longest in office since his/ her/their last re-election or appointment. As between persons who became or were last re-elected Directors on the same day, the person(s) to retire shall (unless they otherwise agree among themselves) be determined by lot. A retiring Director shall be eligible for re-election by the Shareholders at the relevant annual general meeting.

According to the above provisions, Mr. Michael Koon Ming Choi, Mr. Robert Tsai To Sze and Mr. Michael Wai Chung Wu shall retire from office by rotation at the Annual General Meeting and, being eligible, Mr. Michael Koon Ming Choi, Mr. Robert Tsai To Sze and Mr. Michael Wai Chung Wu will offer themselves for re-election at the Annual General Meeting. Pursuant to Rule 13.74 of the Listing Rules, a listed issuer shall disclose the details required under Rule 13.51(2) of the Listing Rules of any director(s) proposed to be re-elected or proposed new director in the notice or accompanying circular to its shareholders of the relevant general meeting, if such re-election or appointment is subject to shareholders’ approval at that relevant general meeting. The requisite details of Mr. Michael Koon Ming Choi, Mr. Robert Tsai To Sze and Mr. Michael Wai Chung Wu are set out in Appendix III of this circular.

4. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 14 to 17 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the granting of the Repurchase Mandate and the Issuance Mandate, the extension of the Issuance Mandate by the addition thereto of the number of Shares repurchased pursuant to the Repurchase Mandate and the re-election of the retiring Directors.

A form of proxy for use at the Annual General Meeting is enclosed with this circular. To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a certified copy of that power of attorney or authority at the Share Registrar in Hong Kong of the Company, Computershare Hong Kong Investor Services Limited, 46th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof. Completion and delivery of the form of proxy will not preclude you from attending and voting at the Annual General Meeting if you so wish.

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LETTER FROM THE BOARD

5. RECOMMENDATION

The Directors consider that the granting of the Repurchase Mandate, the granting/ extension of the Issuance Mandate and the re-election of the retiring Directors are in the best interests of the Company, the Group and the Shareholders. Accordingly, the Directors recommend that all Shareholders should vote in favour of the relevant resolutions to be proposed at the Annual General Meeting.

6. GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I (Explanatory Statement on the Repurchase Mandate), Appendix II (Procedure by which the Shareholders may demand a poll at a general meeting pursuant to the Current Bye-laws) and Appendix III (Details of the Directors proposed to be re-elected at the Annual General Meeting) to this circular.

Yours faithfully,

SW Kingsway Capital Holdings Limited William Ka Chung Lam Chief Executive Officer

— 6 —

EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

The following is an explanatory statement required by the Listing Rules to be sent to the Shareholders to enable them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the granting of the Repurchase Mandate.

1. REASONS FOR SHARE REPURCHASE

The Directors believe that the granting of the Repurchase Mandate is in the interests of the Company and the Shareholders.

Repurchases of Shares may, depending on the market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the granting of the Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.

2. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 3,248,223,906 Shares.

Subject to the passing of the ordinary resolution no. 5 set out in the notice of the Annual General Meeting in respect of the granting of the Repurchase Mandate and on the basis that the issued share capital of the Company remains unchanged up to the date of the Annual General Meeting, the Directors would be authorised under the Repurchase Mandate to repurchase a maximum of 324,822,390 Shares (representing 10% of the Shares in issue as at the Latest Practicable Date) during the period in which the Repurchase Mandate remains in force.

3. FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its memorandum of association, the Current Bye-laws, the laws of Bermuda and/or any other applicable laws.

The Company is empowered by its memorandum of association and the Current Byelaws to repurchase Shares. The laws of Bermuda provide that the amount of capital paid in connection with a share repurchase by a company may only be paid out of either the capital paid up on the relevant shares, or the funds of the company which would otherwise be available for dividend or distribution or the proceeds of a fresh issue of shares made

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

for such purpose. The amount of premium payable on repurchase may only be paid out of funds of the company which would otherwise be available for dividend or distribution or out of the share premium account of the company before the shares are repurchased.

4. IMPACT OF REPURCHASES

There might be a material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 30th June 2005) in the event that the Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

5. TAKEOVERS CODE

If, as a result of a Share repurchase, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder, or group of Shareholders acting in concert, depending on the level of increase in the Shareholder’s interests, could obtain or consolidate control of the Company and becomes obliged to make a mandatory offer in accordance with Rules 26 and 32 of the Takeovers Code.

As at the Latest Practicable Date, World Developments Limited (“WDL”) holds approximately 74.25% of the issued shares of the Company. Assuming that the Company repurchases 10% of the issued shares of the Company from its Shareholders other than from WDL, WDL’s shareholding of the Company will increase to 82.5%. The Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase pursuant to the Repurchase Mandate. In the event that any exercise of the Repurchase Mandate would, to the knowledge of the Directors of the Company, result in the number of Shares held by the public falling below 25% of the total number of Shares in issue, the Directors would not exercise the Repurchase Mandate to such an extent. In any event, the Directors do not have any present intention to exercise the Repurchase Mandate up to the extent to reduce the public Shareholding to less than 25%.

The Stock Exchange has stated if less than 25% of the issued share capital of the Company are in public hands, or if the Stock Exchange believes that a false market exists or may exist in the trading of the Shares or that there are insufficient shares in public hands to maintain an orderly market, it will consider exercising its discretion to suspend the dealing in the Shares.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective associates (as defined in the Listing Rules) have any present intention to sell any Shares to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Company has not been notified by any connected persons (as defined in the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or that they have undertaken not to sell any Shares held by them to the Company in the event that the granting of the Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchases of Shares pursuant to the Repurchase Mandate in accordance with the Listing Rules and the laws of Bermuda.

7. MARKET PRICES OF SHARES

The highest and lowest prices per Share at which the Shares have traded on the Stock Exchange during each of the previous 12 months preceding the Latest Practicable Date were as follows:

		Shares
Month	Highest		Lowest
	HK$		HK$
2004
October	0.370		0.330
November	0.375		0.300
December	0.365		0.325
2005
January	0.350		0.300
February	0.345		0.305
March	0.390		0.300
April	0.405		0.310
May	0.390		0.310
June	0.340		0.270
July	0.315		0.265
August	0.335		0.265
September	0.390		0.265
October (up to 7th October 2005)	0.325		0.300

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

8. REPURCHASES OF SHARES MADE BY THE COMPANY

No repurchase of Shares has been made by the Company during the six months (whether on the Stock Exchange or otherwise) preceding the Latest Practicable Date.

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PROCEDURE BY WHICH THE SHAREHOLDERS MAY DEMAND A POLL AT A GENERAL MEETING PURSUANT TO THE CURRENT BYE-LAWS

APPENDIX II

The following paragraphs set out the procedure by which the Shareholders may demand a poll at a general meeting of the Company (including the Annual General Meeting) pursuant to the Current Bye-laws.

According to clause 66 of the Current Bye-laws, at any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless (before or on the declaration of the result of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded by:

• (a) the chairman of such meeting; or

• (b) at least three Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy for the time being entitled to vote at the meeting; or

• (c) a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

• (d) a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorised representative) or by proxy and holding Shares in the Company conferring a right to vote at the meeting being Shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all Shares conferring that right.

— 11 —

APPENDIX III DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

Pursuant to the Listing Rules, the details of the Directors who will retire at the Annual General Meeting according to the Current Bye-laws and will be proposed to be re-elected at the Annual General Meeting are provided below.

Mr. Michael Koon Ming Choi, aged 37, an Executive Director

Mr. Choi was appointed as an Executive Director in 2000. Mr. Choi holds a Bachelor of Arts Degree from the University of British Columbia and has extensive experience in the financing activities of corporate and property mortgage, real estate development and property investment prior to joining the Group. Other than being a brother of Mr. Jonathan Koon Shum Choi, the Chairman of the Company, Mr. Choi does not have any relationship with any Director, senior management or substantial or controlling Shareholder of the Company. As at the Latest Practicable Date, Mr. Choi does not have any interest in the Shares within the meaning of Part XV of the SFO. Mr. Choi has no director’s service contract with the Company nor is he appointed for a specific term, but will be subject to retirement and eligible for re-election at the annual general meetings of the Company in accordance with the Current Bye-laws. Currently the director’s fee and emoluments of Mr. Choi are HK$600,000 per annum, which were determined by the Board with reference to his qualification, experience and scope of responsibilities. In addition, any bonus payment to be received by Mr. Choi will be discretionary in nature which will also be determined by the Board with reference to the Company’s performance. In the last 3 years, Mr. Choi has also been a director of Kingsway International Holdings Limited, a substantial shareholder of the Company pursuant to Part XV of the SFO and shares of which are listed on the Toronto Stock Exchange of Canada and Glory Future Group Ltd., shares of which are listed in Hong Kong.

Mr. Robert Tsai To Sze, aged 64, an Independent Non-executive Director

Mr. Sze was appointed as an Independent Non-executive Director in 2000. Mr. Sze is also a member of the Shanghai Committee of Chinese People’s Political Consultative Conference in the PRC. Mr. Sze had worked in Price Waterhouse (now known as PricewaterhouseCoopers) Hong Kong for 25 years where he had been a partner for over 22 years. He is a fellow member of The Institute of Chartered Accountants in England & Wales and a fellow member of the Hong Kong Institute of Certified Public Accountants. Mr. Sze does not have any relationship with any Director, senior management or substantial or controlling Shareholder of the Company. As at the Latest Practicable Date, Mr. Sze does not have any interest in the Shares within the meaning of Part XV of the SFO. The Company has not entered into any director’s service contract with Mr. Sze. Mr. Sze is appointed for a term of three years subject to retirement and re-election at the annual general meetings of the Company in accordance with the Current Bye-laws. The director’s fee and emoluments of Mr. Sze are HK$200,000 per annum, which were determined by the Board with reference to his qualification, experience and scope of responsibilities. In the last 3 years, Mr. Sze has also been a director of Tommy Hilfiger Corporation, shares of which are listed on the New York Stock Exchange (“NYSE”) of the

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APPENDIX III DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED AT THE ANNUAL GENERAL MEETING

United States (“US”); Asia Satellite Telecommunications Holdings Limited, shares of which are listed on NYSE of US and in Hong Kong; China Travel International Investment Hong Kong Limited, Dah Sing Banking Group Limited, Dah Sing Financial Holdings Limited, Hop Hing Holdings Limited, Min Xin Holdings Limited, Nanyang Holdings Limited, QPL International Holdings Limited, Television Broadcasts Limited and First Mobile Group Holdings Limited (which Mr. Sze ceased to be a director of this company on 1st July 2005), shares of these companies are listed in Hong Kong.

Mr. Michael Wai Chung Wu, aged 56, a Non-executive Director

Mr. Wu was appointed as an Independent Non-executive Director in 2000 and was subsequently appointed as an Executive Director of the Company in December 2002. In January 2005, Mr. Wu was re-designated as a Non-executive Director. Mr. Wu was formerly the Deputy Chairman of the Shanghai Stock Exchange and a Commissioner in the Strategy & Development Committee of the China Securities Regulatory Commission in the PRC. Prior to that, Mr. Wu was the Deputy Chairman, Chief Operating Officer and Executive Director of the SFC responsible for the Intermediaries Division, comprising the Licensing and Intermediaries Supervision Departments until his departure on 31st December 1997. Mr. Wu holds a Bachelor of Laws Degree from the University of Hong Kong. Mr. Wu does not have any relationship with any Director, senior management or substantial or controlling Shareholder of the Company. As at the Latest Practicable Date, other than beneficially owning or having control of 2,514,000 Shares (representing approximately 0.08%), Mr. Wu does not have any interest in the Shares within the meaning of Part XV of the SFO. The Company has not entered into any director’s service contract with Mr. Wu. Mr. Wu is appointed for a term of two years subject to retirement and re-election at the annual general meetings of the Company in accordance with the Current Bye-laws. The director’s fee and emoluments of Mr. Wu are HK$160,000 per annum, which were determined by the Board with reference to his qualification, experience and scope of responsibilities. In the last 3 years, Mr. Wu has also been a director of Shenzhen Investment Ltd, Interchina Holdings Company Ltd., First Mobile Group Holdings Limited and Stockmartnet Holdings Ltd., shares of these companies are listed in Hong Kong.

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NOTICE OF THE ANNUAL GENERAL MEETING

==> picture [93 x 48] intentionally omitted <==

SW KINGSWAY CAPITAL HOLDINGS LIMITED 㶅富金融控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 188)

NOTICE IS HEREBY GIVEN THAT an Annual General Meeting of the Company will be held at 5th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong on Tuesday, 22nd November 2005 at 10:00 a.m. and at any adjournment thereof, for the following purposes:

1. To receive and approve the audited consolidated financial statements together with the Reports of the Directors and Auditors of the Group for the year ended 30th June 2005.

2. To approve and declare a final dividend for the year ended 30th June 2005.

3. To re-elect Directors, and to authorize the Board of Directors to fix the Directors’ remuneration.

4. To re-appoint the Auditors of the Company and to authorize the Board of 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 authorize 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;

* for identification purposes only

— 14 —

NOTICE OF THE ANNUAL GENERAL MEETING

• (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) above, 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 pursuant to paragraph 5(a) above 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 Current 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 recognized regulatory body or any stock exchange in, any territory applicable to the Company).”

1. To consider and, if thought fit, pass with or without amendments, 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 in paragraph 6(d) below) 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;

— 15 —

NOTICE OF THE ANNUAL GENERAL MEETING

• (b) the approval in paragraph 6(a) above 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 (the “Stock Exchange”) or on another stock exchange recognized for this purpose by The Securities and Futures Commission and the Stock Exchange under Hong Kong Code on Share Repurchases pursuant to the approval in paragraph 6(a) above 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) above 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 Current Byelaws 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.”

• 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 above, the general mandate granted to the Directors pursuant to paragraph 5(a) above 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 above, 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

Vincent Wai Shun Lai

Company Secretary

Hong Kong, 13th October 2005

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NOTICE OF THE ANNUAL GENERAL MEETING

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 needs 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 share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, 46th Floor, Hopewell Centre, 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) Completion and delivery of the form of proxy will not preclude a member from attending and voting in person at the Annual General Meeting if the member so desires and in such event, the instrument appointing a proxy shall be deemed to be revoked.

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