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

Oct 8, 2009

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.

Hong Kong Exchange and Clearing Limited and 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: 00188)

PROPOSED AMENDMENTS TO THE BYE-LAWS OF THE COMPANY AND

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, 10th November 2009 at 10:00 a.m. is set out on pages 22 to 25 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.

9 October 2009

* for identification purposes only

CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1. Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2. Proposed Amendments to the Current Bye-laws . . . . . . . . . . . . . . . . . . . . . . .	4
3. Proposed Granting of the Repurchase and Issuance Mandates . . . . . . . . . . . . . .	4
4. Proposed Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5. Annual General Meeting, Proxy Arrangement and Voting . . . . . . . . . . . . . . . . .	5
6. Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7. General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I – Explanatory Statement on the Repurchase Mandate . . . . . . . . .	7
Appendix II – Details of the Directors Proposed to be Re-elected at
the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . .	10
Appendix III – Details of the proposed amendments to the Bye-laws . . . . . . . . .	13
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22

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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, 10th November 2009 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 22 to 25 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 3(b) of the Letter from the Board;

• “Latest Practicable Date”

• 5th October 2009, 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 3(a) of the Letter from the Board;

• “SFC”

• Securities and Futures Commission of Hong Kong;

• “SFO”

• Securities and Futures Ordinance (Chapter 571 of The Laws of Hong Kong);

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	DEFINITIONS
“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.

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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: 00188)

Directors:

Dr. Jonathan Koon Shum Choi (Chairman) Ms. Mary Yuk Sin Lam (Deputy Chairman) Mr. William Wai Leung Wu (Chief Executive Officer) Mr. Michael Koon Ming Choi

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

Non-executive Directors Ms. Rebecca Yuk Fung Lau Dr. Lee G. Lam

Independent Non-executive Directors: Mr. Robert Tsai To Sze Mr. Stanley Kam Chuen Ko Mr. Michael Wai Chung Wu

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

Company Secretary: Mr. Vincent Wai Shun Lai

9 October 2009

Dear Sir/Madam,

PROPOSED AMENDMENTS TO THE BYE-LAWS OF THE COMPANY AND

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 amendments to the Current Bye-laws; (ii) the granting of the Repurchase Mandate to the Directors; (iii) the granting of the

* for identification purposes only

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LETTER FROM THE BOARD

Issuance Mandate to the Directors; (iv) the extension of the Issuance Mandate by adding to it the number of shares repurchased by the Company under the Repurchase Mandate; and (v) the re-election of retiring Directors.

2. PROPOSED AMENDMENTS TO THE CURRENT BYE-LAWS

The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) has amended the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) relating to, among other things, the use of websites for communication with shareholders, the notice period required for general meetings and mandatory poll voting at general meetings. Additionally, Bermuda has amended its Companies Act relating to, among other things, eliminating the requirement to elect a President, Vice President, Chairman and Deputy Chairman and giving the Board of Directors the power to fill the casual vacancy of office of the auditor.

Accordingly, the Directors propose to seek the approval of the Shareholders by way of passing a special resolution to be proposed at the AGM for the amendments to the Current Bye-laws of the Company (the “Bye-laws”) to ensure compliance with the several amended provision of the Listing Rules and Bermuda Companies Act.

The full text of the proposed amendments to the Bye-laws of the Company is set out in Appendix III of this circular.

3. PROPOSED GRANTING OF THE REPURCHASE AND ISSUANCE MANDATES

At the annual general meeting of the Company held on 6th November 2008, 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 and 6 as set out in the

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LETTER FROM THE BOARD

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.

4. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Clause 86(2) of the Current Bye-laws, any Director appointed by the Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting. Also, 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 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. Any Director appointed pursuant to Clause 86(2) of the Current Bye-laws shall not be taken into account in determining which particular Directors or the number of Directors who are to retire by rotation. A retiring Director shall be eligible for re-election by the Shareholders at the relevant annual general meeting.

According to the above provisions, Ms. Mary Yuk Sin Lam and Mr. Stanley Kam Chuen Ko shall retire from office at the Annual General Meeting and, being eligible, will offer themselves for re-election at the Annual General Meeting. Dr. Jonathan Koon Shum Choi will voluntarily retire from office at the Annual General Meeting and, being eligible, will offer himself 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 Dr. Jonathan Koon Shum Choi, Ms. Mary Yuk Sin Lam and Mr. Stanley Kam Chuen Ko are set out in Appendix II of this circular.

5. ANNUAL GENERAL MEETING, PROXY ARRANGEMENT AND VOTING

The notice of the Annual General Meeting is set out on pages 22 to 25 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the amendments to the current Bye-laws, 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.

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LETTER FROM THE BOARD

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.

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at general meetings must be taken by poll. The Chairman of the Annual General Meeting will therefore demand a poll for every resolution put to the vote of the Annual General Meeting.

6. RECOMMENDATION

The Directors consider that the granting of the Repurchase Mandate, the granting/extension of the Issuance Mandate, the proposal for amendments to the Bye-laws 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.

7. GENERAL INFORMATION

Your attention is drawn to the additional information set out in Appendix I (Explanatory Statement on the Repurchase Mandate), Appendix II (Details of the Directors proposed to be re-elected at the Annual General Meeting) and Appendix III (Proposed Amendments to the Bye-Laws) to this circular.

Yours faithfully, SW Kingsway Capital Holdings Limited William Wai Leung Wu Chief Executive Officer

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

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. 6 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 Bye-laws 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 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.

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EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

APPENDIX I

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 2009) 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%.

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.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

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$
2008
October	0.099	0.070
November	0.089	0.073
December	0.081	0.069
2009
January	0.120	0.080
February	0.100	0.080
March	0.097	0.073
April	0.103	0.080
May	0.189	0.101
June	0.189	0.156
July	0.185	0.162
August	0.185	0.160
September	0.181	0.160
October (up to the Latest Practicable Date)	0.174	0.170

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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APPENDIX II 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.

Dr. Jonathan Koon Shum Choi, BBS, JP, aged 52, the Chairman

Dr. Choi is the Chairman of the Group. He has been responsible for the overall strategic planning of the Group since 1995. Dr. Choi is also Co-Chairman of Kingsway International Holdings Limited, the parent company of the Company and a substantial shareholder of the Company pursuant to Part XV of the Securities and Futures Ordinance (“SFO”). Concurrently Dr. Choi is the Chairman of the Sun Wah Group and director of the Vietnam Opportunity Fund listed on London AIM.

Apart from being a Member of the National Committee of the Chinese People’s Political Consultative Conference of the People’s Republic of China (the “PRC”), Dr. Choi also holds a number of public positions which include the Chairman of the Hong Kong Chinese General Chamber of Commerce, Honorary Consul of the Democratic Republic of Congo in Hong Kong, an Economic Advisor to the President of the Chinese Academy of Sciences, PRC, a Member of The Greater Pearl River Delta Business Council, Hong Kong SAR, the Chairman of the China Trade Advisory Committee of the Hong Kong Trade Development Council, the Chairman of the Hong Kong-Vietnam Chamber of Commerce, the Chairman of the China-India Software Association, and the Chairman of China Hong Kong Israel Technology Center. Dr. Choi is a Court/Council Member of a number of universities including United College of the Chinese University of Hong Kong, the Hong Kong University of Science and Technology, the Hong Kong Polytechnic University, the Fudan University, the Nanjing University and the Northeastern University in Liaoning. Dr. Choi has extensive experience in the financial services business, food industry, real estate development, international trade and technology.

Dr. Choi is currently a member of the Compensation Committee and the Nomination Committee of the Company.

In the last 3 years, Dr. 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.

Dr. Choi is the brother of Mr. Michael Koon Ming Choi, an Executive Director of the Company.

As at the Latest Practicable Date, Dr Choi is interested or deemed to be interested in 2,411,661,327 Shares or underlying shares (representing approximately 74.25%) of the Company pursuant to Part XV of the SFO.

The company has not entered into any director’s service contract with Dr. Choi. Dr. Choi 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 emolument of Dr. Choi is HK$1,200,000 per annum, which was determined by the Board with reference to his qualification, experience and scope of responsibilities.

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

Ms. Mary Yuk Sin Lam, aged 55, the Deputy Chairman and an Executive Director

Ms. Lam was re-appointed as an Executive Director and appointed as Deputy Chairman of the Company in April 2006. Prior to her appointments, Ms. Lam was the Group Managing Director – Brokerage of Kingsway Financial Services Group Limited (“KSFGL”). Currently Ms. Lam is a Securities and Futures Commission (“SFC”) licensed representative of KFSGL. Prior to joining the Group in 1995, Ms. Lam had over 12 years of experience in securities dealing with various securities houses. Ms. Lam is also a member of the Hong Kong Securities Institute.

Ms Lam is currently a member of the Compensation Committee, the Nomination Committee, the Investment Committee and the Credit Committee of the Company.

In May 2006, Ms Lam was appointed as a director and Co-Chairman 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.

Ms Lam is a sister of Ms Rebecca Yuk Fung Lau, a Non-Executive Director of the Company.

As at the Latest Practicable Date, Ms Lam is interested or deemed to be interested in 2,419,161,327 Shares or underlying shares (representing approximately 74.48%) of the Company pursuant to Part XV of the SFO.

Ms Lam has a service contract with a wholly-owned subsidiary of the Company which may be terminated by either party by written notice of not less than 3 months and is subject to retirement and is eligible for re-election at the annual general meetings of the Company in accordance with the Current Bye-laws. Currently the fee and emoluments of Ms Lam are HK$1,326,780 per annum, which were determined by the Board with reference to her qualification, experience and scope of responsibilities and monthly commissions equal to 50% of the total monthly brokerage charges (net of all deductions and rebates) actually received by Kingsway Financial Services Group Limited for securities trading transactions referred and handled by Ms Lam. In addition, any bonus payment to be received by Ms Lam will be discretionary in nature which will also be determined by the Board with reference to the Company’s performance.

Mr. Stanley Kam Chuen Ko, aged 63, an Independent Non-Executive Director

Mr. Ko was appointed as an Independent Non-Executive Director in September 2004. Mr. Ko has extensive experience and network in both Hong Kong and the PRC and he also serves actively in the Hong Kong community including being an Executive Committee Member of the Hong Kong Coalition of Service Industries where he was the former Chairman, a Member of Hong Kong/Japan Business Cooperation Committee, a Director of The Link Management Limited and China National Aviation Corporation (Group) Ltd. Mr. Ko is the Chairman of LARK International Holdings Limited, Boyden China Ltd and Jardine Airport Services Ltd.

Mr. Ko is currently the Chairman of the Compensation Committee and a member of the Audit Committee and the Corporate Governance Committee.

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

In September 2005, Mr. Ko took up the position of Independent Non-executive Director of the Board of The Link Management Limited, the manager of the Link Real Estate Investment Trust which is listed on The Stock Exchange of Hong Kong Limited. Save as disclosed herein, Mr. Ko did not hold any directorship or other major appointments and qualifications with any listed companies.

As at the Latest Practicable Date, Mr. Ko beneficially owns or has control of 1,200,000 Shares (representing approximately 0.04% of the issued shares of the Company).

The Company has not entered into any director’s service contract with Mr. Ko. Mr. Ko 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. Ko is HK$200,000 per annum, which were determined by the Board with reference to his qualification, experience and scope of responsibilities.

Save as disclosed above, as at the Latest Practicable Date, and to the best knowledge and belief of the Board, each of the Directors proposed to be re-elected herein does not have any relationship with any other directors, senior management or substantial or controlling shareholders of the Company. In addition, there is no information to be disclosed pursuant to any of the requirements of the provisions under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders in respect of the re-election of the Directors stated in this Appendix.

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APPENDIX III DETAILS OF THE PROPOSED AMENDMENTS TO THE BYE-LAWS

1. “ THAT the bye-laws (“ Bye-laws ”) of the Company be and are hereby amended in the following manner:

(a) Bye-law 1

By adding the following new definition in the existing Bye-law 1 after the definition of “Board” or “Director”:

• ““business day”

shall mean a day on which the Designated Stock Exchange generally is open for the business of dealing in securities in Hong Kong. For the avoidance of doubt, where the Designated Stock Exchange is closed for the business of dealing in securities in Hong Kong on a business day by reason of a Number 8 or higher typhoon signal, black rainstorm warning or other similar event, such day shall for the purposes of these Bye-laws be counted as a business day.”

By deleting in its entirely the definitions of “Newspaper”.

(b) Bye-law 2

• (i) By adding the following words before the semi-colon at the end of the existing Bye-law 2(e):

“, and including where the representation takes the form of electronic display, provided that both the mode of service of the relevant document or notice and the Member’s election comply with all applicable Statutes, rules and regulations;”

• (ii) By deleting the existing Bye-law 2(h) in its entirety and substituting therefor the following:

• “(h) a resolution shall be a special resolution when it has been passed by a majority of not less than three-fourths of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorized representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Bye-law 59;”

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APPENDIX III DETAILS OF THE PROPOSED AMENDMENTS TO THE BYE-LAWS

• (iii) By deleting the existing Bye-law 2(i) in its entirety and substituting therefor the following:

• “(i) a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Bye-law 59;”

• (iv) By deleting the full stop at the end of the existing Bye-law 2(j) and replacing it with a semi-colon and inserting the following new Bye-law 2(k):

• “(k) references to a document being executed include references to it being executed under hand or under seal or by electronic signature or by any other method and references to a notice or document include a notice or document recorded or stored in any digital, electronic, electrical, magnetic or other retrievable form or medium and information in visible form whether having physical substance or not.”

(c) Bye-law 6

By inserting the words “save for the use of share premium as expressly permitted by the Act,” after the words “issued share capital or” in the existing Bye-law 6.

(d) Bye-law 10

• (i) By adding the word “and” after the words “shall be a quorum;” in the last line of the existing Bye-law 10(a).

• (ii) By deleting the words “on a poll” after the words “every holder of shares of the class shall be entitled” in the existing Bye-law 10(b) and deleting “; and” after the words “such share held by him” in Bye-law 10(b) and inserting a full stop thereafter.

• (iii) By deleting the existing Bye-law 10(c) in its entirety.

(e) Bye-law 25

By re-numbering existing Bye-law 25(1) as Bye-law 25 and deleting the existing Bye-law 25(2) in its entirety.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

(f) Bye-law 44

By deleting the existing Bye-law 44 in its entirety and substituting therefor the following:

• “44. The Register and branch register of Members, as the case may be, shall be open to inspection between 10 a.m. and 12 noon on every business day by members of the public without charge at the Office or such other place at which the Register is kept in accordance with the Act. The Register including any overseas or local or other branch register of Members may, after notice has been given by advertisement in an appointed newspaper and where applicable, any other newspapers in accordance with the requirements of any Designated Stock Exchange or by any means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed at such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares. “

(g) Bye-law 51

By deleting the existing Bye-law 51 in its entirety and substituting therefor the following:

• “51. The registration of transfers of shares or of any class of shares may, after notice has been given by advertisement in any newspapers in accordance with the requirements of any Designated Stock Exchange or by any means in such manner as may be accepted by the Designated Stock Exchange to that effect be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.”

(h) Bye-law 59(1)

By deleting the first paragraph of existing Bye-law 59(1) in its entirety and substituting therefor the following:

• “59. (1) An annual general meeting shall be called by Notice of not less than twenty-one (21) clear days and not less than twenty (20) clear business days and any special general meeting at which the passing of a special resolution is to be considered shall be called by Notice of not less than twenty-one (21) clear days and not less than ten (10) clear business days. All other special general meetings may be called by Notice of not less than fourteen (14) clear days and not less than ten (10) clear business days but if permitted by the rules of the Designated Stock Exchange, a general meeting may be called by shorter notice if it is so agreed:

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DETAILS OF THE PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

(i) Bye-law 59(2)

By adding the words “the meeting and particulars of resolutions to be considered at” after “The Notice shall specify the time and place of” in Bye-law 59(2).

(j) Bye-law 66

By deleting the existing Bye-law 66 in its entirety and substituting therefor the following:

• “66. Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Bye-laws, at any general meeting on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided by way of a poll.”

(k) Bye-law 67

By deleting the existing Bye-law 67 in its entirety and substituting therefor the following:

• “67. The result of the poll shall be deemed to be the resolution of the meeting. The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules of the Designated Stock Exchange.”

(l) Bye-law 68

By deleting the existing Bye-law 68 in its entirety and substituting therefor the words “Intentionally Deleted”.

(m) Bye-law 69

By deleting the existing Bye-law 69 in its entirety and substituting therefor the words “Intentionally Deleted”.

(n) Bye-law 70

By deleting the existing Bye-law 70 in its entirety and substituting therefor the words “Intentionally Deleted”.

(o) Bye-law 73

By deleting the words “whether on a show of hands or on a poll,” after the words “In the case of any equality of votes” in the existing Bye-law 73.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

(p) Bye-law 75(1)

By deleting the words “whether on a show of hands or on a poll,” after the words “persons incapable of managing their own affairs may vote,” in the existing Bye-law 75(1) and by deleting the words “or poll” after the words “not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting” in the existing Bye-law 75(1).

(q) Bye-law 80

By deleting the existing Bye-law 80 in its entirety and substituting therefor the following:

• “80 The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate) not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.”

(r) Bye-law 81

By deleting the words “demand or join in demanding a poll and to” after “The instrument of proxy shall be deemed to confer authority to” in the last sentence of the existing By-law 81.

(s) Bye-law 82

By deleting the words “, or the taking of the poll,” after the words “commencement of the meeting or adjourned meeting” in the 7th line of existing By-law 82.

(t) Bye-law 84(2)

By deleting the words “including the right to vote individually on a show of hands” after the words “in respect of the number and class of shares specified in the relevant authorisation” in the last line of the existing Bye-law 84(2).

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DETAILS OF THE PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

(u) Bye-law 87(1)

By deleting the existing Bye-law 87(1) in its entirety and substituting therefor the following:

• “87. (1) Notwithstanding any other provisions in the Bye-laws, at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three (3), the number nearest to but not less than one-third) shall retire from office by rotation provided that every Director shall be subject to retirement at least once every three years.”

(v) Bye-law 100(d)

By deleting the existing Bye-law 100(d) in its entirety.

(w) Bye-law 115

By deleting the existing Bye-law 115 in its entirety and substituting therefor the following:

• “115. A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director in writing or verbally (including in person or by telephone) or via electronic mail or by telephone or in such other manner as the Board may from time to time determine whenever he shall be required so to do by any Director.”

(x) Bye-law 122

By deleting the words “provided that the document containing the original signature of the Director or alternate Director is deposited with the Secretary within ten (10) days from the date of the facsimile” in the last line of Bye-law 122.

(y) Bye-law 127(1) and (2)

By deleting the existing Bye-law 127(1) and (2) in its entirety and substituting therefor the following:

• “127. (1) The officers of the Company shall consist of the Directors and Secretary and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the Act and, subject to Bye-law 132(4), these Bye-laws.”

By re-numbering the existing Bye-law 127(3) as Bye-law 127(2) and re-numbering existing Bye-law 127(4) as Bye-law 127(3).

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DETAILS OF THE PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

(z) Bye-law 129

By deleting the existing Bye-law 129 in its entirety and substituting therefor the words “Intentionally Deleted”.

(aa) Bye-law 153

• (i) By inserting the words “at the same time as the notice of annual general meeting and” after the words “before the date of the general meeting and” in the existing Bye-law 153.

• (ii) By adding the following new Bye-laws 153A and 153B after the existing Bye-law 153:

• (iii) “153A. To the extent permitted by and subject to due compliance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, and to obtaining all necessary consents, if any, required thereunder, the requirements of Bye-law 153 shall be deemed satisfied in relation to any person by sending to the person in any manner not prohibited by the Statutes, summarised financial statements derived from the Company’s annual accounts and the directors’ report which shall be in the form and containing the information required by applicable laws and regulations, provided that any person who is otherwise entitled to the annual financial statements of the Company and the directors’ report thereon may, if he so requires by notice in writing served on the Company, demand that the Company sends to him, in addition to summarised financial statements, a complete printed copy of the Company’s annual financial statement and the directors’ report thereon.

• 153B. The requirement to send to a person referred to in Bye-law 153 the documents referred to in that provision or a summary financial report in accordance with Bye-law 153A shall be deemed satisfied where, in accordance with all applicable Statutes, rules and regulations, including, without limitation, the rules of the Designated Stock Exchange, the Company publishes copies of the documents referred to in Bye-law 153 and, if applicable, a summary financial report complying with Bye-law 153A, on the Company’s computer network or in any other permitted manner (including by sending any form of electronic communication), and that person has agreed or is deemed to have agreed to treat the publication or receipt of such documents in such manner as discharging the Company’s obligation to send to him a copy of such documents.”

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DETAILS OF THE PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

(ab) By-law 157

By deleting the existing Bye-law 157 in its entirety and substituting therefor the following:

• “157. If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and fix the remuneration of the Auditor so appointed.”

(ac) Bye-law 160

By deleting the existing Bye-law 160 in its entirety and substituting therefor the following:

• “160. Any Notice or document (including any “corporate communication” within the meaning ascribed thereto under the rules of the Designated Stock Exchange), whether or not, to be given or issued under these Bye-laws from the Company to a Member shall be in writing or by cable, telex or facsimile transmission message or other form of electronic transmission or communication and any such Notice and document may be served or delivered by the Company on or to any Member either personally or by sending it through the post in a prepaid envelope addressed to such Member at his registered address as appearing in the Register or at any other address supplied by him to the Company for the purpose or, as the case may be, by transmitting it to any such address or transmitting it to any telex or facsimile transmission number or electronic number or address or website supplied by him to the Company for the giving of Notice to him or which the person transmitting the notice reasonably and bona fide believes at the relevant time will result in the Notice being duly received by the Member or may also be served by advertisement in appointed newspapers or in newspapers published daily and circulating generally in the territory of and in accordance with the requirements of the Designated Stock Exchange or, to the extent permitted by the applicable laws, by placing it on the Company’s website or the website of the Designated Stock Exchange, and giving to the member a notice stating that the notice or other document is available there (a “notice of availability”). The notice of availability may be given to the Member by any of the means set out above. In the case of joint holders of a share all notices shall be given to that one of the joint holders whose name stands first in the Register and notice so given shall be deemed a sufficient service on or delivery to all the joint holders.”

(ad) Bye-law 161

• (i) By deleting existing Bye-law 161(c) in its entirety, re-numbering the existing Bye-law 161(b) as Bye-law 161(c) and deleting the words “other than by advertisement in appointed newspapers or Newspapers” after “if served or delivered in any other manner contemplated by these Bye-laws”.

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DETAILS OF THE PROPOSED AMENDMENTS TO THE BYE-LAWS

APPENDIX III

• (ii) By inserting the following as new Bye-law 161(b):

  • “(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A Notice placed on the Company’s website or the website of the Designated Stock Exchange is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;”

• (iii) By inserting the following as new Bye-law 161(d):

  • “(d) may be given to a Member either in the English language or the Chinese language, subject to due compliance with all applicable Statutes, rules and regulations.”

• “ THAT the bye-laws of the Company in the form of the document marked “A” and produced to this meeting and for the purpose of identification signed by the Chairman of this meeting, which consolidates all of the proposed amendments referred to in Resolution 8 above and all previous amendments made pursuant to resolutions passed by the shareholders of the Company at general meetings be approved and adopted as the new bye-laws of the Company in substitution for and to the exclusion of the existing bye-laws of the Company with immediate effect.”

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NOTICE OF THE ANNUAL GENERAL MEETING

==> picture [116 x 45] intentionally omitted <==

SW KINGSWAY CAPITAL HOLDINGS LIMITED

(Incorporated in Bermuda with limited liability)

(Stock Code: 00188)

NOTICE OF THE 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, Central, Hong Kong on Tuesday, 10th November 2009 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 2009;

2. To approve and declare a final dividend for the year ended 30th June 2009;

3. (a) To re-elect Dr. Jonathan Koon Shum Choi as a Director

4. (b) To re-elect Ms. Mary Yuk Sin Lam as a Director

5. (c) To re-elect Mr. Stanley Kam Chuen Ko as a Director

6. (d) To authorize the Board of Directors to fix the Directors’ remuneration;

7. To appoint Deloitte Touche Tohmatsu as the Auditors of the Company and to authorize the Board of Directors to fix their remuneration;

8. 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;

* for identification purposes only

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NOTICE OF THE ANNUAL GENERAL MEETING

• (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;

• (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).”

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NOTICE OF THE ANNUAL GENERAL MEETING

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;

• (b) the approval in paragraph 6(a) above shall be in addition to any other authorization 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 the 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 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.”

• 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.”

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NOTICE OF THE ANNUAL GENERAL MEETING

1. To consider as special business and, if thought fit, pass with or without amendments, the following resolution as a special resolution:

“ THAT the Bye-laws of the Company in the form of the document marked “A” and produced to this meeting and for the purpose of identification signed by the Chairman of this meeting, which consolidates all of the proposed amendments (as set out in Appendix III to the Circular to Shareholders of the Company dated 9 October 2009) and all previous amendments made pursuant to resolutions passed by the shareholders of the Company at general meetings be approved and adopted as the new bye-laws of the Company in substitution for and to the exclusion of the existing bye-laws of the Company with immediate effect.”

By Order of the Board Vincent Wai Shun Lai Company Secretary

Hong Kong, 9 October 2009

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 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, 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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