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China Display Optoelectronics Technology Holdings Limited Proxy Solicitation & Information Statement 2009

Dec 29, 2009

49136_rns_2009-12-29_810b1f62-494b-4d07-853a-6db4becb501e.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 00188)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT a special general meeting of the Company will be held at 5th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong on Friday, 15th January 2010 at 10:00 a.m. to consider, and, if thought fit, pass the following resolution (with or without modifications) as ordinary resolution of the Company:

ORDINARY RESOLUTION

THAT

  • (a) the share purchase agreement dated 26 November 2009 (the “ Share Purchase Agreement ”) (copy of which, signed by the Chairman of the meeting for the purposes of identification, has been produced to the meeting marked “A”) entered into between Festival Developments Limited (the “ Vendor ”), a wholly-owned subsidiary of the Company, as vendor, and ACE Scheme Limited (the “ Purchaser ”) as purchaser pursuant to which the Vendor agreed to dispose of the Vendor’s 50% interest in the issued share capital of Total Express Investments Limited (“ TEIL ”) for a total consideration of approximately HK$194,943,794, and the transactions contemplated thereunder be and are hereby approved;

  • (b) the entering into of the Share Purchase Agreement by the Vendor be and is hereby approved, confirmed and ratified; and

  • (c) the directors of the Company be and are hereby authorized to do such acts and/or things and/or execute all such documents incidental to, ancillary to or in connection with matters contemplated in or relating to the Share Purchase Agreement as they may in their absolute discretion consider necessary, desirable or expedient to give effect to the Share Purchase Agreement and the

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implementation of all transactions contemplated thereunder and to agree to such variation, amendment or waiver as are, in the opinion of the directors of the Company, in the interest of the Company.

By Order of the Board Vincent Wai Shun Lai Company Secretary

Hong Kong, 30th December 2009

Notes:

  • (1) A member of the Company entitled to attend and vote at the Special 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 authorization 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, 18th 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 Special General Meeting if the member so desires and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  • for identification purposes only

As at the date of this announcement, the directors of the Company consist of Jonathan Koon Shum Choi as Chairman, Mary Yuk Sin Lam as Deputy-Chairman & Executive Director, William Wai Leung Wu as Chief Executive Officer & Executive Director, Michael Koon Ming Choi as Executive Director, Rebecca Yuk Fung Lau and Lee G. Lam as Non-Executive Directors, Robert Tsai To Sze, Stanley Kam Chuen Ko and Michael Wai Chung Wu, as Independent Non-Executive Directors.

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