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China Display Optoelectronics Technology Holdings Limited Proxy Solicitation & Information Statement 2017

Jan 4, 2017

49136_rns_2017-01-04_596ec717-872e-4981-9349-9471ec01773e.pdf

Proxy Solicitation & Information Statement

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

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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 SPECIAL GENERAL MEETING

NOTICE is hereby given that a special general meeting of Sunwah Kingsway Capital Holdings Limited (the “ Company ”) will be held at 7th Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong at 10:00 a.m. on Monday, 23 January 2017 (the “ SGM ”) for the purpose of considering, and if thought fit, passing, with or without amendments or modifications, the following as an ordinary resolution of the Company:

ORDINARY RESOLUTION

1. “ THAT :

  • (a) the entering into of the joint venture contract dated 1 December 2016 entered into among Kingsway Financial Services Group Limited, 瀚華金控股份有限公司 (transliterated as Hanhua Financial Holding Co., Ltd.), 重慶市江北嘴中央商務區投資集團有限公司 (transliterated as Chongqing Jiangbeizui Central Business District Investment Group Co., Ltd.), 重慶惠微投 資有限公司 (transliterated as Chongqing Huiwei Investment Co., Ltd.) and Prive Financial Limited (the “ JV Contract ”, a copy of which has been produced to the SGM and marked “A” and initialled by the chairman of the SGM for the purposes of identification) in relation to the establishment of 瀚華證券有限責任公司 (transliterated as Hanhua Kingsway Securities Co., Ltd.) (the “ JV Company ”), details of which are set out in the circular of the Company dated 4 January 2017 (the “ Circular* ”, a copy of which has been produced to the SGM and marked “B” and initialled by the chairman of the SGM for the purposes of identification) and the terms thereof be and are hereby confirmed, approved and ratified;

  • (b) all the transactions contemplated under the JV Contract including but not limited to the capital contribution by Kingsway Financial Services Group Limited into the JV Company be and are hereby confirmed and approved; and

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  • (c) any one or more directors of the Company (“ Directors ”) be and is/are hereby authorised to do such acts and things, to sign and execute all such further documents and to take such steps as such Director(s) may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the JV Contract and any transactions contemplated thereunder.

By Order of the Board of Sunwah Kingsway Capital Holdings Limited Michael Koon Ming Choi Chief Executive Officer & Executive Director

Hong Kong, 4 January 2017

Registered Office:

Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Notes:

  1. A member entitled to attend and vote at the special general meeting is entitled to appoint one or more proxies to attend and on a poll vote instead of him. A proxy need not be a member of the Company.

  2. In order to be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of authority, must be deposited with the branch share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, not less than 48 hours before the time fixed for holding the meeting or any adjourned meeting thereof. Completion and return of the form of proxy will not preclude any member from attending and voting in person at the special general meeting or any adjourned meeting thereof should he so wishes.

  3. In case of joint shareholdings, the vote of the senior joint shareholder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint shareholder(s) and for this purposes seniority will be determined by the order in which the names stand in the Register of Members of the Company in respect of the joint shareholding.

  4. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the meeting if shareholders so wish.

  5. Pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, the resolution set out in this notice of special general meeting will be put to the shareholders to vote taken by way of a poll.

As at the date of this notice, the Directors are Jonathan Koon Shum Choi as Chairman, Michael Koon Ming Choi as Chief Executive Officer & Executive Director, Janice Wing Kum Kwan and Lee G. Lam as Non-Executive Directors, Robert Tsai To Sze, Elizabeth Law and Huanfei Guan as Independent Non-Executive Directors.

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