China Display Optoelectronics Technology Holdings Limited — Proxy Solicitation & Information Statement 2007

Feb 1, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular, 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 SW Kingsway Capital Holdings Limited, you should at once hand this circular 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

(Incorporated in Bermuda with limited liability)

(Stock Code: 188)

DISCLOSEABLE TRANSACTION

SALE OF THE ENTIRE ISSUED SHARE CAPITAL OF KINGSWAY FUND MANAGEMENT LIMITED

* For identification purpose only

1 February 2007

TABLE OF CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
2.	The Memorandum of Understanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
3.	Information on the Vendor and KFM . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
4.	Information on the Purchaser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
5.	Reasons for and Benefits of the Transaction . . . . . . . . . . . . . . . . . . . . . . . .	8
6.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
7.	Additional Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Appendix	– General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10

– i –

DEFINITIONS

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

• “Agreement” a sale and purchase agreement to be entered into between the Vendor and the Purchaser pursuant to the MOU

• “Board”

• the board of Directors

• “Business Day”

• a date on which banks are open for business in Hong Kong (excluding Saturdays and Sundays and days on which a tropical cyclone warning No. 8 or above or a “black rainstorm warning signal” is hoisted in Hong Kong)

• “Company”

• SW Kingsway Capital Holdings Limited, a company incorporated in Bermuda and the shares of which are listed on the main board of the Stock Exchange

• “Completion Accounts”

• the accounts which will be prepared under generally accepted accounting principles in Hong Kong showing the profits and losses of KFM up to the completion date and the financial position and the state of affairs of KFM as at the completion date

“Debt”

a debt in an amount of not more than HK$34,000,000 which is owing by the Vendor and/or its group companies to KFM. It shall be transferred to the Purchaser and/or its group companies by executing a deed of settlement upon completion under which the Purchaser shall assume the Debt

• “Directors”

• the directors of the Company

• “Group”

• the Company and its subsidiaries

• “HK$”

Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of the PRC

• “KFM”

Kingsway Fund Management Limited, whose shares are beneficially owned by the Vendor, is an indirect wholly owned subsidiary of the Company and is incorporated in Hong Kong with limited liability. It has no subsidiary or associated company

– 1 –

DEFINITIONS

• “Kingsway MPF Master Trust” the master trust which has been authorized by the SFC and approved by the MPFA in Hong Kong. It currently offers 5 constituent funds and KFM is the investment manager of the funds

• “Kingsway Unit Trusts” the trust covers 5 unit trusts which have been authorized by the SFC and/or approved by the MPFA in Hong Kong (one of which is currently not offered to the public) and KFM is the investment manager of the unit trusts

• “Latest Practicable Date” 29 January 2007, being the latest practicable date prior to the printing of this circular for ascertaining certain information in this circular

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “MOU”

• Memorandum of Understanding dated 10 January 2007 which creates legal relations and constitutes a binding agreement between the Vendor and the Purchaser pursuant to which the Purchaser agreed to purchase the Sale Shares from the Vendor

• “MPFA”

• the Mandatory Provident Fund Schemes Authority in Hong Kong

• “NAV”

• the net asset value of KFM as at the completion date and will be adjusted on a dollar to dollar basis with reference to the Completion Accounts

• “PRC” the People’s Republic of China

• “Premium”

• the initial premium is HK$9 million which will be adjusted in the range from HK$8 million to HK$10 million with regard to the asset size under the management of KFM during the period from 31 October 2006 to the completion date. The asset size serves as an indicator of income generating capability of KFM

• “Purchaser” or “Taifook BVI”

• Taifook (BVI) Limited, a company established in the British Virgin Islands, with its registered office at P.O. Box 3149, Pasea Estate, Road Town, Tortola, British Virgin Islands, a direct wholly-owed subsidiary of TSGL

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DEFINITIONS

“Sale Shares” 470,000 ordinary shares of KFM which have been fully paid and issued as at the date of the MOU, representing 100% of the issued shares of KFM “SFC” the Securities and Futures Commission in Hong Kong “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong “Stock Exchange” The Stock Exchange of Hong Kong Limited “TSGL” Taifook Securities Group Limited, a company incorporated in Bermuda and the shares of which are listed on the main board of the Stock Exchange “Taifook Securities Group” TSGL and its subsidiaries “Vendor” or “KAML” Kingsway Asset Management Limited, a company established in the British Virgin Islands, with its registered office at P.O. Box 7, Craigmuir Chambers, Road Town, Tortola, British Virgin Islands, an indirect wholly-owned subsidiary of the Company

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LETTER FROM THE BOARD

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SW KINGSWAY CAPITAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 188)

Directors: Dr Jonathan Koon Shum Choi (Chairman) Ms Mary Yuk Sin Lam (Deputy Chairman and Executive Director) Mr William Wai Leung Wu (Chief Executive Officer and Executive Director) Mr Michael Koon Ming Choi (Executive Director) Ms Rebecca Yuk Fung Lau (Non-executive Director) Dr Lee G. Lam (Non-executive Director) Mr Robert Tsai To Sze (Independent Non-Executive Director) Mr Stanley Kam Chuen Ko (Independent Non-executive Director) Mr Michael Wai Chung Wu (Independent Non-executive Director)

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

Principal Place of Business in Hong Kong: 5th Floor Hutchison House 10 Harcourt Road Central Hong Kong

Company Secretary: Mr Vincent Wai Shun Lai

1 February 2007

To the shareholders

Dear Sir/Madam,

DISCLOSEABLE TRANSACTION SALE OF THE ENTIRE ISSUED SHARE CAPITAL OF KINGSWAY FUND MANAGEMENT LIMITED

1. INTRODUCTION

Reference is made to the Company’s announcement dated 15 December 2006 in which the Company indicated that it was in preliminary negotiations with independent third parties in respect of a possible disposal of the Company’s assets.

* For identification purpose only

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LETTER FROM THE BOARD

On 11 January 2007, the Company and TSGL jointly announced that on 10 January 2007, the Company and TSGL’s respective wholly-owned subsidiaries, KAML and Taifook BVI, entered into a legally binding MOU, pursuant to which KAML conditionally agreed to sell the entire issued share capital of KFM, a licensed corporation under the SFO, to Taifook BVI. The total consideration for the Sale Shares shall be the NAV plus the Premium (subject to adjustment) and shall be settled partly by cash and partly by a transfer of the Debt at face value of not more than HK$34,000,000 to Taifook BVI and/or its group companies by a deed of settlement upon completion under which Taifook BVI and/or its group companies shall assume the Debt.

For reference, the NAV and the Debt as at 30 June 2006 was HK$39,844,142 and HK$33,846,478, respectively.

2. THE MEMORANDUM OF UNDERSTANDING

(1) Date:

10 January 2007

(2) Parties:

Vendor: Kingsway Asset Management Limited, an indirect wholly-owned subsidiary of the Company Purchaser: Taifook (BVI) Limited, a direct wholly-owned subsidiary of TSGL

(3) The agreements under the MOU:

The Vendor shall sell the Sale Shares to the Purchaser free from all pre-emption, options, liens, charges and encumbrances but with all rights now and hereafter attaching thereto including the right to all dividends and/or interest paid, declared or made in respect thereof. In addition to the above, the Vendor and/or its group companies shall transfer the Debt to the Purchaser and/or its group companies by executing a deed of settlement upon completion under which Taifook BVI and/or its group companies shall assume the Debt.

The parties to the MOU will enter into the Agreement on or before 31 January 2007 or on any other later date as mutually agreed by both parties. On completion, the parties shall enter into a deed of settlement as mentioned above, a deed of tax indemnity and employment agreements to give effect to the terms of the Agreement.

The Agreement will contain the same material terms as those set out in the MOU. The Agreement is still under review by the parties to the MOU and has not been signed as at the Latest Practicable Date.

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LETTER FROM THE BOARD

(4) Consideration:

The total consideration for the Sale Shares shall be the NAV plus a Premium (the Premium shall be determined with regard to the total net asset value of Kingsway MPF Master Trust and Kingsway Unit Trusts managed by KFM and is subject to adjustment as elaborated in the Definitions) and shall be settled partly by cash and partly by the transfer of the Debt at face value of not more than HK$34,000,000 to the Purchaser and/or its group companies.

As to the exact amount of the total consideration, a further announcement will be published in respect thereof after final determination of the NAV. If the initial premium of HK$9 million is to be adjusted down to HK$8 million or up to HK$10 million, such adjustment will be disclosed in that announcement.

(5) Payment Terms

The cash consideration shall be payable by a bank cashiers cheque issued by a licensed bank in Hong Kong or TT transfer in favour of the Vendor in the following manner:

• i. a refundable deposit in the amount of HK$1,000,000 on the signing of the Agreement in respect of the Sale Shares;

• ii. the Premium plus 75% of the difference between the estimated NAV and the Debt upon completion; and

• iii. the balance within 21 days from the receipt of the Completion Accounts by the Purchaser after presentation by the Vendor.

At completion, the Vender and the Purchaser will enter into a deed of settlement to transfer the Debt at face value to the Purchaser and/or its group companies.

(6) Conditions:

Completion of the Agreement is conditional upon:

• i. All necessary approvals or consents in relation to the transactions contemplated by the MOU being granted by the SFC and/or MPFA and TSGL obtaining, if necessary, relevant shareholders approval as required by the Listing Rules;

• ii. The Purchaser offering employment contracts to all staff of KFM employed as at the date of the MOU and continuing to be so employed at the completion date to cover the one year period from the completion date on negotiable terms acceptable to both parties;

• iii. The Purchaser completing, to its reasonable satisfaction, a financial, business and legal due diligence review on KFM and KFM’s business and operations;

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LETTER FROM THE BOARD

• iv. No warranty or representation has been breached; and

• v. The Purchaser and the Vendor are satisfied that all pre-emption or third party rights over the Sale Shares and the Debt have irrevocably been waived.

As at the Latest Practicable Date, the above conditions precedent have not been fulfilled or waived.

(7) Completion:

Both parties shall use their best endeavours to fulfill the conditions precedent on or before 28 February 2007 or on a later date mutually agreed between the parties. Completion shall take place within 3 Business Days after the fulfillment or waiver of any of the conditions precedent, as the case may be.

Upon completion, TSGL will own all the issued share capital of KFM and KFM will cease to be a subsidiary of the Company.

In the event any of the conditions precedent shall not have been fulfilled or waived prior to the long stop date (6 months after the date of the Agreement) or such other date as may be agreed upon by the parties, the Agreement shall terminate and cease to be of any effect.

The Purchaser will use its reasonable effort to rename KFM and any funds under KFM’s management to delete any reference to “Kingsway” within 6 months of completion.

(8) Force Majeure

If at any time prior to completion, there shall occur any material adverse change in national, regional or international financial, political, military, industrial, fiscal, regulatory, economic, currency, legal exchange control, stock or other financial market condition; or any litigation or investigation against KFM or its directors or licensed persons or an event of force majeure including any act of God, war, riot, public disorder, civil commotion, fire, flood, explosion, epidemic, terrorism, strike or lockout, then the Purchaser shall have a right to terminate the MOU or the Agreement in writing in which event everything contained herein (save and except for certain standard clauses) shall be null and void and shall have no legal effect.

3. INFORMATION ON THE VENDOR AND KFM

The Vendor is an indirect wholly-owned subsidiary of the Company and holds the Sale Shares beneficially. The principal activities of the Group are investment in securities and investment properties, stock and futures brokerage, provision of financial advisory services, asset management, money lending and other securities related financial services. KFM is currently licensed by the SFC to conduct Type 1 (dealing in securities), Type 4 (advising on

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LETTER FROM THE BOARD

securities) and Type 9 (asset management) regulated activities. KFM is managing the funds in respect of the Kingsway MPF Master Trust and Kingsway Unit Trusts which are authorized by the SFC and/or MPFA.

4. INFORMATION ON THE PURCHASER

The Purchaser is a direct wholly-owned subsidiary of TSGL. The principal activities of the Taifook Securities Group comprise securities and futures contracts broking and trading, the provision of margin and other financing, the provision of corporate advisory, placing and underwriting services, bullion contracts dealing and trading, leveraged foreign exchange trading, the provision of nominee and custodian services, fund management and the provision of financial planning services.

5. REASONS FOR AND BENEFITS OF THE TRANSACTION

The Company plans to focus its resources to develop other financial services and its own proprietary investments. The net proceeds arising from the sale of the Sale Shares by the Vendor will be used as general working capital of the Group. No specific investment has been identified by the Company at this stage for the utilization of the proceeds. The Company will not engage in the business of fund management in respect of the public fund management businesses for a period of 2 years from the completion date.

The Directors (including the independent non-executive directors) are of the view that the terms of the MOU were negotiated on an arm’s length basis and was agreed on normal commercial terms and are fair and reasonable. The Directors consider that the transaction is in the interest of the Company and its shareholders as a whole.

The audited net profit and net asset value of KFM for the financial years ended 30 June 2006 and 2005 are set out as below:

			**For the year **	ended
			30 June 2006	30 June 2005
			HK$	HK$
Net	profit	before taxation and extraordinary items	4,606,303	6,139,218
Net	profit	after taxation and extraordinary items	4,606,303	6,139,218
Net	asset	value	39,844,142	35,237,839

The gain to be realized by the Company upon completion of the transaction will be the Premium.

The Directors believe that the receiving of the Premium will enhance the cash position of the Group and provide additional resources for the organic expansion and development of its core business. The Directors consider that the transaction will not have any significant effect on the assets and liabilities of the Group.

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LETTER FROM THE BOARD

6. GENERAL

According to the relevant tests as required under the Listing Rules, the transaction will constitute a discloseable transaction for the Company under the Listing Rules.

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, the Purchaser and its ultimate beneficial owners are third parties independent of the Company and its connected persons (as defined in the Listing Rules) as at the date of this circular.

7 ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the Appendix – General Information to this circular.

Yours faithfully On behalf of the Board William Wai Leung Wu Chief Executive Officer

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This document includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this document and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief there are no other facts the omission of which would make any statement herein misleading.

2. DIRECTORS’ AND CHIEF EXECUTIVES’ INTERSTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES

As the Latest Practicable Date, the Directors and the chief executive of the Company had the following interests and short positions in the shares, underlying shares of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 & 8 of Part XV of the SFO (including interest and short positions which they were taken or deemed to have under such provisions of the SFO) or were required, pursuant to section 352 of the SFO, to be entered in the register of the Company referred to therein or were required, pursuant to Part XV of the SFO or the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange:

(i) Interest in long positions of ordinary shares of the Company

		Number of
		ordinary	% of total
		shares in the	issued
Name of Director	Capacity	Company*	shares*
Dr Jonathan Koon Shum	Interest of a controlled	2,411,661,327	74.25%
Choi**	corporation
Ms Mary Yuk Sin Lam**	Interest of a controlled	2,411,661,327	74.25%
	corporation
Ms Mary Yuk Sin Lam	Beneficial owner	7,500,000	0.23%
Ms Rebecca Yuk Fung Lau	Beneficial owner	4,200,000	0.13%
Mr Michael Wai Chung Wu	Beneficial owner	2,514,000	0.08%
Mr Stanley Kam Chuen Ko	Interest of a controlled	1,200,000	0.04%
	corporation

• Excludes interest in options to acquire ordinary shares of the Company which is disclosed in section (iv) below.

• ** Dr Jonathan Koon Shum Choi and Ms Mary Yuk Sin Lam are deemed to be interested in 2,411,661,327 ordinary shares by virtue of the SFO. Such interest in shares is also set out under the section “Substantial Shareholders” shown on page 13.

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GENERAL INFORMATION

APPENDIX

• (ii) Interest in long positions of common shares of Kingsway International Holdings Limited (“Kingsway International”), the ultimate holding company of the Company

							Total
			Interest of				number of	% of total
	Beneficial	Spouse’s	controlled		Beneficiary		common	issued
Name of Director	owner	interest	corporation	Trustee	**of **	a Trust	shares*	shares*
Dr Jonathan Koon	10,101,596	–	26,828,055	–		–	36,929,651	46.1%
Shum Choi**			(Note (1))
Ms Mary Yuk Sin	9,790,507	9,726,750	–	10,515,060	2,400,000		32,432,317	40.5%
Lam**		(Note (2))		(Note (3))	(Note (4))
Mr Michael Koon	106,937	–	–	–		–	106,937	0.1%
Ming Choi
Mr Stanley Kam	20,400	–	–	–		–	20,400	<0.1%
Chuen Ko
Ms Rebecca Yuk	100	–	–	–		–	100	<0.1%
Fung Lau

• Excludes interest in options to acquire common shares of Kingsway International which is disclosed in section (v) below.

• ** By virtue of their interest in Kingsway International, Dr Jonathan Koon Shum Choi and Ms Mary Yuk Sin Lam are deemed to be interested in the shares of the subsidiaries (including the Company as disclosed in section (i) above) of Kingsway International under the SFO.

Notes:

• (1) Of these, 12,750,000 shares are held by Sun Wah Capital Limited. Dr Jonathan Koon Shum Choi is deemed to be interested in these shares as he is entitled to exercise or control the exercise of one third or more of the voting power at general meetings of Sun Wah Capital Limited.

The remaining 14,078,055 shares are held by Scarlet Red Limited. Dr Jonathan Koon Shum Choi is deemed to be interested in these shares as he is entitled to exercise or control the exercise of one third or more of the voting power at general meetings of Scarlet Red Limited.

• (2) 9,726,750 shares are held by the estate of Mr William Ka Chung Lam who was the spouse of Ms Mary Yuk Sin Lam.

• (3) 10,515,060 shares are held by Dynasty International Holdings Limited which is a wholly owned subsidiary of Global Fame Limited. Global Fame Limited is wholly owned by The WKC Lam Family Trust which is a discretionary trust with Ms Mary Yuk Sin Lam’s two children as the beneficiaries. Ms Lam is a trustee of The WKC Lam Family Trust.

• (4) 2,400,000 shares are held by Abundant World Limited. Abundant World Limited is wholly owned by The Mary Lam Family Trust which is a discretionary trust with Ms Mary Yuk Sin Lam and her two children as the beneficiaries.

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GENERAL INFORMATION

APPENDIX

(iii) Interest in long positions of ordinary shares of HK Weaver Group Limited, a fellow subsidiary of the Company

		Number of	% of total
		ordinary	issued
Name of Director	Capacity	shares	shares
Ms Mary Yuk Sin Lam	Beneficial owner	28,518	2.2%
Ms Mary Yuk Sin Lam	Spouse’s interest*	59,620	4.6%
Mr Michael Wai Chung Wu	Beneficial owner	39,474	3.0%
Ms Rebecca Yuk Fung Lau	Beneficial owner	5,000	0.4%

• 59,620 shares are held by the estate of Mr William Ka Chung Lam who was the spouse of Ms Mary Yuk Sin Lam.

(iv) Interest in options to acquire ordinary shares of the Company

Details of the Directors’ interests in options under the Company’s share option scheme are as follows:

				No. of
				underlying
				shares to be		% of total
				issued upon		issued shares
			Exercise	the exercise	At Latest	at the Latest
Name of	Date of share		price per	of the options	Practicable	Practicable
Director	options granted	Exercise period	share	granted	Date	Date
			HK$
Mr William	20 December 2002	2 October 2003	0.3833	3,000,000	3,000,000	0.092%
Wai Leung		to 1 April 2007
Wu
	11 March 2004	24 September 2004	0.43	7,000,000	7,000,000	0.216%
		to 23 March 2008

(v) Interest in options to acquire common shares of Kingsway International

Pursuant to a share option plan operated by Kingsway International, certain Directors had been granted options to subscribe for the shares of Kingsway International. There were no options outstanding as at the Latest Practicable Date and no options were granted to the Directors during the period from 1 July 2006 to the Latest Practicable Date.

Save as disclosed above, as at the Latest Practicable Date, none of the Directors and the chief executive of the Company held any interests and short positions in the shares, underlying shares of the Company and its associated corporations (within the meaning of Part XV of the SFO) which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 & 8 of Part XV of the SFO (including interest and short positions which they were taken or deemed to have under such provisions of the SFO) or were required, pursuant to section 352 of the SFO, to be entered in the register of the

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GENERAL INFORMATION

APPENDIX

Company referred to therein or were required, pursuant to Part XV of the SFO or the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange.

3. SUBSTANTIAL SHAREHOLDERS

As at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company, the following persons (other than a Director or the chief executive of the Company) had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group:

(a) The Company

		Number of
		ordinary			% of total
	Country of	shares in the			issued
Name of shareholders	incorporation	Company	Capacity	Note	shares
World Developments	British Virgin	2,411,661,327	Beneficial	(a)	74.25%
Limited	Islands		owner
Innovation Assets	British Virgin	2,411,661,327	Interest of	(a)	74.25%
Limited	Islands		controlled
			corporation
Kingsway International	Bermuda	2,411,661,327	Interest of	(a)	74.25%
Holdings Limited			controlled
			corporation

Note:

• (a) These shares represent the same interest and are therefore duplicated amongst World Developments Limited, Innovation Assets Limited and Kingsway International. World Developments Limited is a wholly owned subsidiary of Innovation Assets Limited whose entire issued share capital is beneficially owned by Kingsway International. Dr Jonathan Koon Shum Choi beneficially owns or has control of approximately 46.1% of the issued share capital of Kingsway International and therefore is deemed (by virtue of the SFO) to be interested in these 2,411,661,327 shares. Ms Mary Yuk Sin Lam beneficially owns or has control of approximately 40.5% of the issued share capital of Kingsway International and therefore is deemed (by virtue of the SFO) to be interested in these 2,411,661,327 shares.

Dr Jonathan Koon Shum Choi, Ms Mary Yuk Sin Lam and Mr Michael Koon Ming Choi are directors of Kingsway International. Ms Mary Yuk Sin Lam is a director of Innovation Assets Limited.

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GENERAL INFORMATION

APPENDIX

(b) Subsidiary

			Appropriate
			% of
Name of subsidiary of the	Name of substantial	Number of class of	shareholding/
Company	shareholder	shares held	interest
Kingsway SBF Investment	Softbank AM	49,000 ordinary shares	49%
Company Limited	corporation
Kingsway SBF Investment	SBI Holdings, Inc.	15,190 ordinary shares	49%
Management Company
Limited

Save as disclosed above, as at the Latest Practicable Date, so far as is known to any Director or chief executive of the Company, no persons (other than a Director or the chief executive of the Company) had an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO, or, who were, directly or indirectly, interested in 10% or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any other member of the Group.

4. SERVICE CONTRACTS OF DIRECTORS

As at the Latest Practicable Date, none of the Directors had a service contract with the Company or any member of the Group which is not determinable by the Company or any member of the Group within one year without payment of compensation, other than statutory compensation.

5. COMPETING INTERESTS OF DIRECTORS

As at the Latest Practicable Date, none of the Directors and his or her respective associate, had interests in a business which competes or is likely to compete, either directly or indirectly, with the business of the Group.

6. LITIGATION

As at the Latest Practicable Date, none of the members of the Group is engaged in any litigation or claims of material importance and no litigation or claims of material importance is known to the Directors or the Company to be pending or threatened by or against any member of the Group.

7. COMPANY SECRETARY AND QUALIFIED ACCOUNTANT

Mr Vincent Wai Shun Lai is the Company Secretary and the Chief Administrative Officer of the Company. Mr Lai is a qualified solicitor in Hong Kong and is admitted to practice law in the United States of America. Mr Lai holds a Bachelors of Science degree in economics from the State University of New York at Albany and a Juris Doctor degree from Albany Law School.

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GENERAL INFORMATION

APPENDIX

Mr Eric Kwok Keung Chan, is the Chief Financial Officer of the Company and a qualified accountant appointed by the Company for the purpose of Listing Rule 3.24. Mr Chan is a fellow of the Association of Chartered Certified Accountants (U.K.). Mr Chan is also a member of the Hong Kong Institute of Certified Public Accountants, the Hong Kong Securities Institute and a Certified International Investment Analyst.

8. REGISTERED OFFICE, HEAD OFFICE AND TRANSFER OFFICES

• (a) The registered office of the Company is situated at Clarendon House, 2 Church Street, Hamilton HM11, Bermuda.

• (b) The head office and principal place of business of the Company is situated at 5th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong.

• (c) The Company’s principal share registrar is Butterfield Fund Services (Bermuda) Limited, Rosebank Centre, 11 Bermudiana Road, Pembroke, Bermuda.

• (d) The Company’s branch share registrar is Computershare Hong Kong Investor Services Limited, Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Hong Kong.

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