China Display Optoelectronics Technology Holdings Limited — Proxy Solicitation & Information Statement 2018

Oct 22, 2018

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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)

Form of Proxy for Special General Meeting (the “Meeting”) to be held on Thursday, 22nd November 2018 (or any adjournment thereof)

I/We [(Note][1)]

of

being a member of Sunwah Kingsway Capital Holdings Limited (the “ Company ”) hereby appoint [(Note][2)]

of

or failing him/her, the Chairman of the Meeting, as my/our proxy to attend, act and vote for me/us and on my/our behalf at the Meeting of the Company to be held at 7th Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong on Thursday, 22nd November 2018 at 10:30 a.m. and at any adjournment thereof.

IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTION, PLEASE PLACE A “ ✔ ” IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTION, PLEASE PLACE A “ ✔ ” IN THE RELEVANT BOX MARKED “AGAINST”. Failure to tick a box will entitle your proxy to cast your vote at his/her discretion or to abstain. Your proxy will also be entitled to vote at his/her discretion or to abstain on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

		Special Resolution			For	Against	Against
	“THAT subject to and conditional upon (i) the listing committee of The Stock Exchange of Hong Kong
	Limited (the “Stock Exchange”) granting the listing of, and permission to deal in, the		New Shares (as
	defined below); (ii) compliance with the requirements of section 46(2) of the Companies Act 1981 of
	Bermuda in respect of the Capital Reduction (as defined below); and (iii) the obtaining		of all necessary
	approvals from the regulatory authorities or otherwise as may be required to effect the Capital
	Reorganisation (as defined below), with effect from the first business day immediately following the
	date	on which this resolution is passed:
	(a)	the par value of each of the issued shares of the Company of HK$0.10 each (the “Existing
		Shares”) be reduced from HK$0.10 to HK$0.01 by a cancellation of such amount of the paid-up
		capital on each issued Existing Share so that each issued Existing Share will be treated as one
		fully paid-up share of par value HK$0.01 each in the share capital of the Company (the “New
		Shares”) (the “Capital Reduction”) and the credit arising from the Capital Reduction be
		transferred to the contributed surplus account of the Company;
	(b)	immediately following the Capital Reduction, each of the authorised but unissued Existing Shares
		of HK$0.10 each be sub-divided into ten (10) New Shares of par value HK$0.01 each (the “Share
		Subdivision”) so that immediately following the Capital Reduction and the Share Subdivision
		(collectively, the “Capital Reorganisation”), the authorised share capital of the Company shall
		become HK$1,000,000,000 divided into 100,000,000,000 New Shares;
	(c)	the New Shares shall rank pari passu in all respects with each other and have	such rights and
		subject to such restrictions as set out in the memorandum of association and	bye-laws of the
		Company;
	(d)	the directors of the Company (the “Directors”) be and are hereby authorised to credit the amount
		arising from the Capital Reduction to the contributed surplus account of the Company and the
		Directors may use such amount for such purposes as may be permitted by the applicable laws and
		the bye-laws of the Company as the Directors consider appropriate; and
	(e)	the Directors be hereby authorised to do all such acts and things and execute all	such documents
		on behalf of the Company, including under the common seal of the Company where applicable, as
		they may consider necessary or expedient to give effect to the Capital Reorganisation.”
	Dated	the day of 201 .			Number of ordinary

Number of ordinary shares to which this form of proxy relates [(Note][3)]

Shareholder’s Signature [(Note][4)] :

Notes:

1. Full name(s) and address(es) to be inserted in BLOCK LETTERS .

2. Please insert the name and address of the proxy desired. IF NO NAME IS INSERTED, THE CHAIRMAN OF THE MEETING WILL ACT AS YOUR PROXY. The proxy needs not be a member of the Company, but must attend the Meeting in person to represent you.

3. Please insert the number of shares registered in your name(s); if no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

4. This form of proxy must be signed by you or your attorney duly authorised in writing or, if you are a corporation, must either be executed under seal or under the hand of an officer or attorney duly authorised.

5. Where there are joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he/she was solely entitled thereto, but if more than one of such joint holders be present at the Meeting, the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.

6. To be valid, this form of proxy together with the authorisation letter or other authority (if any) under which is signed, or a certified copy thereof must be deposited at the branch 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. Completion and return of the form of proxy will not preclude you from attending the Meeting and voting in person.

7. Any alteration made to this form of proxy must be initialed by the person who signs it.