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

Aug 19, 2011

49136_rns_2011-08-19_52b1d99d-1eea-43de-83ab-67ecac41db84.pdf

Proxy Solicitation & Information Statement

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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, 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 and the accompanying form of proxy to the purchaser(s) or transferee(s) or to the bank, licensed securities dealer, or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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

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

(Incorporated in Bermuda with limited liability) (Stock Code: 00188)

PROPOSED CHANGE OF COMPANY NAME AND NOTICE OF SPECIAL GENERAL MEETING

A notice for convening a special general meeting of SW Kingsway Capital Holdings Limited to be held at 5th Floor, Hutchison House, 10 Harcourt Road, Hong Kong, SAR on Monday, 12 September 2011 at 10:00 a.m. is set out on page 5 of this circular. A form of proxy for use at the special general meeting is also enclosed.

Whether or not you are able to attend the special general meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office 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 special general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the special general meeting or any adjournment thereof if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

* For identification purposes only

19 August 2011

CONTENTS

Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Board
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2
Notice of Special General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

– i –

DEFINITIONS

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

“Board” the board of Directors “Bye-laws” the bye-laws of the Company “Change of Company Name” the proposed change of name of the Company to “SUNWAH KINGSWAY CAPITAL HOLDINGS LIMITED” and adoption of the Chinese name “新華滙 富金融控股有限公司” as the secondary name “Company” SW Kingsway Capital Holdings Limited, a company incorporated in Bermuda with limited liability and whose Shares are listed on the main board of the Stock Exchange “Director(s)” the director(s) of the Company “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Options” options to subscribe for Shares granted under the share option scheme adopted by the Company on 10 November 2010; “SGM” the special general meeting of the Company to be held at 5th Floor, Hutchison House, 10 Harcourt Road, Hong Kong, SAR on Monday, 12 September 2011 at 10:00 a.m., a notice of which is set out on page 5 of this circular “Share(s)” the ordinary share(s) of HK$0.10 each in the share capital of the Company “Shareholder(s)” the holder(s) of Share(s) “Stock Exchange” The Stock Exchange of Hong Kong Limited “Warrants” warrants issued by the Company pursuant to the agreements for top-up placing of Shares dated 23 November 2010 and 17 December 2010, respectively.

– 1 –

LETTER FROM THE BOARD

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 00188)

Chairman: Jonathan Koon Shum Choi Executive Directors: Mary Yuk Sin Lam Michael Koon Ming Choi

Non-executive Directors: Janice Wing Kum Kwan Lee G. Lam

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

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

Head office and principal place of Business in Hong Kong: 5th Floor Hutchison House 10 Harcourt Road Central Hong Kong

19 August 2011

To the Shareholders and, for information only, the holders of Options and/or Warrants of the Company

Dear Sir or Madam,

PROPOSED CHANGE OF COMPANY NAME

AND

NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information with respect to the resolution to be proposed at the SGM for the Change of Company Name and to give you the notice of the SGM.

* For identification purposes only

– 2 –

LETTER FROM THE BOARD

PROPOSED CHANGE OF COMPANY NAME

On 12 August 2011, the Board announced that it proposed to change the name of the Company to “SUNWAH KINGSWAY CAPITAL HOLDINGS LIMITED” and adopt the Chinese name “新華滙富金融控股有限公司” as the secondary name of the Company.

REASONS FOR THE CHANGE OF COMPANY NAME

The Board considers that the new names may better reflect the shareholding structure of the Company and allow the Company to take advantage of the recognition and goodwill associated with the “Sunwah” name which are in the interests of the Company and its Shareholders as a whole.

CONDITIONS OF THE CHANGE OF COMPANY NAME

The Change of Company Name is subject to the satisfaction of the following conditions:

  • (a) the passing of the special resolution by the Shareholders at the SGM; and

  • (b) the approval by the Registrar of Companies in Bermuda for the use of the proposed new English name and Chinese name by the Company.

The Change of Company Name will take effect from the date of entry of the new names of the Company on the register maintained by the Registrar of Companies in Bermuda in place of the existing names. The Company will then carry out the necessary filing procedures with the Registrar of Companies in Hong Kong.

EFFECTS OF THE CHANGE OF COMPANY NAME

The Change of Company Name will not affect any of the rights of the holders of securities of the Company. All existing certificates of securities in issue bearing the present name of the Company shall, after the Change of Company Name having become effective, continue to be evidence of title to such securities of the Company and will continue to be valid for trading, settlement, registration and delivery purposes. There will not be any arrangement for free exchange of the existing certificates of securities of the Company for new certificates bearing the new names of the Company. Once the Change of Company Name has become effective, new certificates of securities will be issued in the new names of the Company.

Further announcement(s) will be made by the Company to inform the Shareholders of the results of the SGM, the effective date of the Change of Company Name and the new stock short name of the Shares on the Stock Exchange.

SGM

The notice of the SGM is set out on page 5 of this circular.

– 3 –

LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. A form of proxy for use at the SGM is enclosed with this circular. Whether or not you are able to attend the SGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s branch share registrar and transfer office 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 holding of the SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the SGM or any adjournment thereof if you so wish and in such event, the instrument appointing a proxy shall be deemed to be revoked.

RECOMMENDATION

The Board considers that the Change of Company Name is in the interests of the Company and the Shareholders as a whole, and so recommends the Shareholders to vote in favour of the special resolution to be proposed at the SGM.

Yours faithfully, For and on behalf of SW Kingsway Capital Holdings Limited Michael Koon Ming Choi Chief Executive Officer

– 4 –

NOTICE OF SPECIAL GENERAL MEETING

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

(Incorporated in Bermuda with limited liability)

(Stock Code: 00188)

NOTICE IS HEREBY GIVEN THAT a special general meeting of SW Kingsway Capital Holdings Limited (the “ Company ”) will be held at 5th Floor, Hutchison House, 10 Harcourt Road, Hong Kong, SAR on Monday, 12 September 2011 at 10:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution as special resolution:

SPECIAL RESOLUTION

THAT subject to and conditional upon the approval of the Registrar of Companies of Bermuda being obtained, the English name of the Company be changed to “SUNWAH KINGSWAY CAPITAL HOLDINGS LIMITED” and the Chinese name of “新華滙富金融控股 有限公司” be adopted as the Chinese secondary name of the Company, and THAT the directors of the Company be and are hereby authorised to do all such acts and things and execute all such documents and make all such arrangements as they shall, in their absolute discretion, deem necessary or expedient to give effect to the aforesaid change of name and adoption of Chinese secondary name of the Company.”

By order of the Board SW Kingsway Capital Holdings Limited Vincent Wai Shun Lai Company Secretary

Hong Kong, 19 August 2011

Notes:

  • (1) A shareholder of the Company entitled to attend and vote at the meeting convened by the above notice is entitled to appoint one or more proxies to attend and, in the event of a poll, vote on his/her behalf. A proxy needs not be a shareholder 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 Company’s branch share registrar and transfer office 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 shareholder of the Company from attending and voting in person at the meeting if the shareholder of the Company so desires and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  • For identification purposes only

– 5 –