China Display Optoelectronics Technology Holdings Limited — Proxy Solicitation & Information Statement 2011

Oct 12, 2011

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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SUNWAH KINGSWAY CAPITAL HOLDINGS LIMITED 新華滙富金融控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 00188)

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 Sunwah Kingsway Capital Holdings Limited (the “Company”) to be held at 5th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong on Monday, 21st November 2011 at 10:00 a.m. is set out on pages 12 to 15 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 17M 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.

12th October 2011

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Granting of the Repurchase and Issuance Mandates. . . . . . . . . . . .	4
3.	Proposed Re-election of Retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Annual General Meeting, Proxy Arrangement and Voting . . . . . . . . . . . . . . .	5
5.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	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
**Notice of **	the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12

– i –

DEFINITIONS

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

• “Annual General Meeting”

• an annual general meeting of the Company to be held at 5th Floor, Hutchison House, 10 Harcourt Road, Central, Hong Kong on Monday, 21st November 2011 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 12 to 15 of this circular, or any adjournment thereof;

• “Board” the board of Directors;

• “Companies Ordinance”

• the Companies Ordinance (Chapter 32 of the Laws of Hong Kong);

• “Company”

• Sunwah Kingsway Capital Holdings Limited (formerly known as 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 and 10th November 2009;

• “Director(s)” the director(s) of the Company;

• “Group”

• the Company and its Subsidiaries and associates from time to time and any entity in which they hold any equity interest;

• “Hong Kong”

• Hong Kong Special Administrative Region of the PRC;

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong;

• “Issuance Mandate”

• as defined in paragraph 2(b) of the Letter from the Board;

• “Latest Practicable Date”

• 7th October 2011, 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;

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DEFINITIONS

“Participant” (a) any full-time or part-time employee of any member of the Group; (b) any consultant or adviser of any member of the Group; (c) any director (including executive, non-executive or independent non-executive directors) of any member of the Group; (d) any substantial shareholder of the Group; or (e) any distributor, contractor, supplier, agent, customer, business partner or service provider of any member of the Group, to be determined absolutely by the Board; “PRC” People’s Republic of China (excluding Hong Kong, Macau Special Administrative Region and Taiwan); “Repurchase Mandate” as defined in paragraph 2(a) of the Letter from the Board; “SFC” Securities and Futures Commission of Hong Kong; “SFO” Securities and Futures Ordinance (Chapter 571 of The Laws of Hong Kong); “Subsidiary” a company which is for the time being and from time to time a subsidiary (within the meaning of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) as modified from time to time) of the Company whether incorporated in Bermuda, Hong Kong or elsewhere; “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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SUNWAH KINGSWAY CAPITAL HOLDINGS LIMITED 新華滙富金融控股有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 00188)

Directors:

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

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

Non-executive Directors:

Ms. Janice Wing Kum Kwan 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

12th October 2011

Dear Sir/Madam,

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

PROPOSED RE-ELECTION OF RETIRING DIRECTORS

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with information in respect of the resolutions to be proposed at the Annual General Meeting for (i) the granting of the Repurchase Mandate to the Directors; (ii) the granting of the Issuance Mandate to the Directors; (iii) the extension of the Issuance Mandate by adding to it the number of shares repurchased by the Company under the Repurchase Mandate; and (iv) the re-election of retiring Directors.

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LETTER FROM THE BOARD

2. PROPOSED GRANTING OF THE REPURCHASE AND ISSUANCE MANDATES

At the annual general meeting of the Company held on 10th November 2010, general mandates were granted to the Directors to exercise the powers of the Company to repurchase Shares and to allot and issue new Shares respectively. At the Special General Meeting of the Company held on 4th March 2011, the general mandate to allot and issue new Shares was refreshed. 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 notice of the Annual General Meeting. With reference to the Repurchase Mandate and the Issuance Mandate, the Directors wish to state that they have no immediate plan to repurchase or issue any Shares pursuant thereto.

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

3. PROPOSED RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Clause 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 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. 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

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LETTER FROM THE BOARD

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, Mr. Robert Tsai To Sze and Mr. Michael Wai Chung Wu shall retire from office at the Annual General Meeting. Ms. Lam and Mr. Sze being eligible, will offer themselves for re-election at the Annual General Meeting. Mr. Wu has, however, indicated that he will not stand for re-election, and will retire from the Board with effect from the conclusion of the AGM.

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 Ms. Mary Yuk Sin Lam and Mr. Robert Tsai To Sze are set out in Appendix II of this circular.

4. ANNUAL GENERAL MEETING, PROXY ARRANGEMENT AND VOTING

The notice of the Annual General Meeting is set out on pages 12 to 15 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the granting of the Repurchase Mandate and the Issuance Mandate, the extension of the Issuance Mandate by the addition thereto of the number of Shares repurchased pursuant to the Repurchase Mandate and the re-election of the retiring Directors.

Pursuant to Rule 13.39(4) of the Listing Rules, all votes of the Shareholders at general meetings must be taken by poll. 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, 17M 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.

5. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the

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LETTER FROM THE BOARD

information contained in this circular is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this circular misleading.

6. RECOMMENDATION

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

7. GENERAL INFORMATION

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

Yours faithfully, Sunwah Kingsway Capital Holdings Limited Michael Koon Ming Choi 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 3,681,043,906 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 368,104,390 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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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

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 2010) 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 65.56% 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 72.8%. 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.

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APPENDIX I EXPLANATORY STATEMENT ON THE REPURCHASE MANDATE

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

7. MARKET PRICES OF SHARES

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

	Shares
Month	Highest	Lowest
	HK$	HK$
2010
October	0.248	0.226
November	0.370	0.220
December	0.375	0.250
2011
January	0.365	0.285
February	0.315	0.250
March	0.310	0.250
April	0.310	0.255
May	0.325	0.260
June	0.280	0.240
July	0.245	0.210
August	0.220	0.151
September	0.193	0.100
October (up to the Latest Practicable Date)	0.121	0.101

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.

Ms. Mary Yuk Sin Lam, aged 58, 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 Sunwah International 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. In September 2011, Ms Lam resigned as Co-Chairman but remains as a director of Sunwah International Limited.

As at the Latest Practicable Date, Ms Lam is interested in 17,500,000 Shares or underlying shares (representing approximately 0.48%) 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$1,800,000 per annum, which were determined by the Board with reference to her qualification, experience and scope of responsibilities, Ms Lam also receives 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. Robert Tsai To Sze, aged 70, an Independent Non-Executive Director

Mr. Sze was appointed as an Independent Non-Executive Director in 2000. Mr. Sze had worked in Price Waterhouse (now known as PricewaterhouseCoopers) Hong Kong for 25 years where he had been a partner for over 22 years. He is a fellow member of The Institute of Chartered Accountants in England & Wales and a fellow member of the Hong Kong Institute of Certified Public Accountants.

Mr. Sze is currently the Chairman of the Audit Committee and a member of Compensation Committee of the Company.

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

In the past 3 years, Mr. Sze has been a director of Asia Satellite Telecommunications Holdings Limited (Stock Code 1135), China Travel International Investment Hong Kong Limited (Stock Code 308), Dah Sing Banking Group Limited (Stock Code 2356), Dah Sing Financial Holdings Limited (Stock Code 440), Hop Hing Group Holdings Limited (Stock Code 47), Min Xin Holdings Limited (Stock Code 222), Nanyang Holdings Limited (Stock Code 212) and QPL International Holdings Limited (Stock Code 243).

As at the Latest Practicable Date, Mr. Sze does not have any interest in shares of the Company within the meaning of Part XV of the SFO.

The Company has not entered into any director’s service contract with Mr. Sze. Subject to rotation and re-election at annual general meetings of the Company in accordance with the Current Bye-laws, Mr. Sze is appointed for a term of 3 years commencing from the date of the Annual General Meeting. The director’s fees and emoluments of Mr. Sze are HK$200,000 per annum, which were determined by the Board with reference to his qualification, experience and scope of responsibilities.

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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NOTICE OF THE ANNUAL GENERAL MEETING

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SUNWAH KINGSWAY CAPITAL HOLDINGS LIMITED 新華滙富金融控股有限公司

(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 Monday, 21st November 2011 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 2011;

2. To approve and declare a final dividend for the year ended 30th June 2011;

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

4. (b) To re-elect Mr. Robert Tsai To Sze as a Director

5. (c) To authorize the Board of Directors to fix the Directors’ remuneration;

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

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

“THAT

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

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

• (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,

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NOTICE OF THE ANNUAL GENERAL MEETING

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

• (d) for the purpose of this Resolution:

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

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

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

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

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

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

“ THAT

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

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

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NOTICE OF THE ANNUAL GENERAL MEETING

• (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.”

By Order of the Board Vincent Wai Shun Lai Company Secretary

Hong Kong, 12th October 2011

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.

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NOTICE OF THE ANNUAL GENERAL MEETING

• (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, 17M 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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