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

Oct 22, 2018

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 Sunwah 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 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 however 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 BUY BACK 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 7th Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong on Thursday, 22nd November 2018 at 10:00 a.m. is set out on pages 15 to 18 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.

22nd October 2018

CONTENTS

		Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Granting of the Buy-back and Issuance Mandates . . . . . . . . . . . . .	4
3.	Proposed Re-election of Retiring Directors. . . . . . . . . . . . . . . . . . . . . . . . . .	4
4.	Annual General Meeting, Proxy Arrangement and Voting . . . . . . . . . . . . . . .	5
5.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
**Appendix **	I – Explanatory Statement on the Buy-back 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 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

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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 7/F, Tower One, Lippo Centre, 89 Queensway, Hong Kong on Thursday, 22nd November 2018 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 15 to 18 of this circular, or any adjournment thereof;

• “Board” the board of Directors;

• “Buy-back Mandate” as defined in paragraph 2(a) of the Letter from the Board;

• “Companies Ordinance” the Companies Ordinance (Chapter 622 of the Laws of Hong Kong);

• “Company” Sunwah 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, 10th November 2009, 4th March 2011 and 12th September 2011;

• “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”

• 15 October 2018, 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

“PRC” People’s Republic of China (excluding Hong Kong, Macau Special Administrative Region and Taiwan); “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 622 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” The Codes on Takeovers and Mergers and Share Buy-backs 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) Mr. Michael Koon Ming Choi (Chief Executive Officer)

Non-executive Directors:

Ms. Janice Wing Kum Kwan Dr. Lee G. Lam

Independent Non-executive Directors:

Mr. Robert Tsai To Sze Ms. Elizabeth Law Mr. Huanfei Guan

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

Principal Place of Business in Hong Kong: 7/F, Tower One Lippo Centre 89 Queensway Hong Kong

Company Secretary:

Mr. Vincent Wai Shun Lai

22nd October 2018

To the Shareholders

Dear Sir/Madam,

PROPOSED GRANTING OF GENERAL MANDATES TO BUY BACK 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 Buy-back 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 bought back by the Company under the Buy-back Mandate; and (iv) the re-election of retiring Directors.

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LETTER FROM THE BOARD

2. PROPOSED GRANTING OF THE BUY-BACK AND ISSUANCE MANDATES

At the annual general meeting of the Company held on 22nd November 2017, general mandates were granted to the Directors to exercise the powers of the Company to buy back Shares and to allot and 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 number of issued shares of the Company on the date of passing of such resolution (the “Buy-back Mandate”);

• (b) to allot, issue or deal with Shares of up to 20% of the number of issued shares of the Company on the date of passing of such resolution (the “Issuance Mandate”); and

• (c) to extend the Issuance Mandate by the number of shares bought back by the Company pursuant to and in accordance with the Buy-back Mandate.

The Buy-back 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 Buy-back Mandate and the Issuance Mandate, the Directors wish to state that they have no immediate plan to buy back 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 Buy-back Mandate. The explanatory statement as required by the Listing Rules in connection with the Buy-back 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 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

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LETTER FROM THE BOARD

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, Dr. Lee G Lam, Ms. Janice Wing Kum Kwan and Mr. Huanfei Guan shall retire from office at the Annual General Meeting. Dr. Lam, Ms. Kwan and Mr. Guan, being eligible, will offer themselves for re-election at the Annual General Meeting.

Mr. Huanfei Guan was appointed in 2015 as an independent non-executive director of the Company. Mr. Guan meets the independence criteria set out in Rule 3.13 of the Listing Rules and is not involved in the daily management of the Company nor in any relationships or circumstances which would interfere with the exercise of his independent judgment.

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. Lee G Lam, Ms. Janice Wing Kum Kwan and Mr. Huanfei Guan 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 15 to 18 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the granting of the Buy-back Mandate and the Issuance Mandate, the extension of the Issuance Mandate by the addition thereto of the number of Shares bought back pursuant to the Buy-back 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 and therefore all the resolutions put to the vote at the Annual General Meeting shall be decided by way of a poll. The chairman of the Annual General Meeting will explain the detailed procedures for conducting a poll at the Annual General Meeting. 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 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 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.

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LETTER FROM THE BOARD

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 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 Buy-back 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 Buy-back 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 BUY-BACK 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 Buy-back Mandate.

1. REASONS FOR SHARE BUY-BACK

The Directors believe that the granting of the Buy-back Mandate is in the interests of the Company and the Shareholders.

Buy-backs 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 Buy-back Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be bought back on any occasion and the price and other terms upon which the same are bought back 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 total number of shares in issue of the Company was 6,901,631,102 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 Buy-back Mandate and on the basis that the issued shares of the Company remain unchanged up to the date of the Annual General Meeting, the Directors would be authorised under the Buy-back Mandate to buy back a maximum of 690,163,110 Shares (representing 10% of the number of the issued Shares as at the Latest Practicable Date) during the period in which the Buy-back Mandate remains in force.

3. FUNDING OF BUY-BACKS

Buy-backs of Shares must be made out of funds which are 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 buy back Shares. The laws of Bermuda provide that the amount of capital paid in connection with a share buy-back 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 buy-back 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 bought back.

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APPENDIX I EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

4. IMPACT OF BUY-BACKS

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 2018) in the event that the Buy-back Mandate was to be carried out in full at any time during the proposed buy-back period. However, the Directors do not intend to exercise the Buy-back 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 buy-back, 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 Parcticable Date, World Developments Limited (“WDL”) holds approximately 28.36% of the issued shares of the Company. Pursuant to Part XV of the Securities and Futures Ordinance, Sun Wah Capital Limited (“SWCL”) controls WDL and therefore is deemed to be interested in 28.36% of the issued shares of the Company owned by WDL. In addition to the deemed shareholding of 28.36% owned by WDL, SWCL directly holds 3.88% of the issued shares of the Company and therefore SWCL holds approximately a total of 32.24% of the issued shares of the Company. Assuming that the Company buys back 10% of the issued shares of the Company from its Shareholders other than from WDL or SWCL, WDL’s shareholding and SWCL’s direct and indirect shareholding of the Company will increase to 31.51% and 35.82% respectively. In the opinion of the Directors, such increase may give rise to an obligation to make a mandatory offer under the Takeovers Code as a result of buying back 10% of the issued shares of the Company pursuant to the Buy-back Mandate. The Directors have no present intention to exercise the Buy-back Mandate to such an extent as would result in such mandatory offer obligation arising.

In the event that any exercise of the Buy-back 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 Buy-back Mandate to such an extent. In any event, the Directors do not have any present intention to exercise the Buy-back Mandate up to the extent to reduce the public shareholding to less than 25%.

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APPENDIX I EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

6. GENERAL

None of the Directors or, to the best of their knowledge having made all reasonable enquiries, any of their respective close 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 Buy-back Mandate is approved by the Shareholders.

The Company has not been notified by any core 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 Buy-back Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to buy back Shares pursuant to the Buy-back 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:

	Price per Share	Price per Share
Month	Highest	Lowest
	HK$	HK$
2017
October	0.128	0.116
November	0.122	0.110
December	0.112	0.101
2018
January	0.113	0.102
February	0.109	0.100
March	0.116	0.101
April	0.105	0.097
May	0.110	0.098
June	0.105	0.094
July	0.096	0.090
August	0.093	0.081
September	0.084	0.067
October (up to the Latest Practicable Date)	0.062	0.060

8. REPURCHASES OF SHARES MADE BY THE COMPANY

The Company did not buy back any Shares 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. Lee G. Lam, aged 59, Non-Executive Director

Dr. Lam was appointed as a Non-Executive Director of the Company on 1 February 2007. He holds a Bachelor of Science Degree in Mathematics and Sciences, a Master of Science in Systems Science, and a Master of Business Administration Degree, all from the University of Ottawa in Canada, a Post-graduate Diploma in Public Administration from Carleton University in Canada, a Post-graduate Diploma in English and Hong Kong Law and a Bachelor of Law (Hons) from Manchester Metropolitan University in the United Kingdom, a PCLL in law from the City University of Hong Kong, a Certificate in Professional Accountancy from the Chinese University of Hong Kong SCS, a LLM in law from the University of Wolverhampton in the United Kingdom, a Master of Public Administration and a Doctor of Philosophy Degree from The University of Hong Kong. A former member of the Hong Kong Bar, Dr. Lam is a Solicitor of the High Court of Hong Kong, an Honorary Fellow of CPA Australia and a Fellow of CMA Australia and an Honorary Fellow of the University of Hong Kong School of Professional and Continuing Education (HKU SPACE).

Dr. Lam has over 30 years of international experience in general management, strategy consulting, corporate governance, investment banking, direct investment and fund management across the telecommunications, media and technology (TMT), consumer/healthcare, infrastructure/real estates, resources/energy and financial services sectors, and he also serves on the board of several publicly-listed companies and investment funds in the Asia Pacific region. Dr. Lam is Non-Executive Chairman – Hong Kong and ASEAN Region and the Chief Adviser to Macquarie Infrastructure and Real Assets Asia.

Actively participating in community service, Dr. Lam has served as a Part-time Member of the Central Policy Unit of the Government of the Hong Kong Special Administrative Region for two terms, a Member of the Legal Aid Services Council, a Member of the New Business Committee of the Financial Services Development Council (FSDC), a Member of the Derivatives Market Consultative Panel of Hong Kong Exchanges and Clearing Limited (HKEx) and a Member of the General Council and the Corporate Governance Committee of the Chamber of Hong Kong Listed Companies, and he is currently Chairman of Hong Kong Cyberport Management Company Limited, a member of the Hong Kong Special Administrative Region Government Committee on Innovation, Technology and Re-Industrialization, the Hong Kong Council on Smoking and Health, the Council on Professional Conduct in Education (CPC), and the Court of the City University of Hong Kong, Convenor of the Panel of Advisors on Building Management Disputes of the HKSAR Home Affairs Department, President of the United Nations Economic and Social Commission for Asia and the Pacific (UN ESCAP) Sustainable Business Network (ESBN) Executive Council and Chairman of its Task Force on Banking and Finance, Chairman of the Permanent Commission on Economic and Financial Issues of World Union of Small and Medium Enterprises (WUSME), a Board member of Pacific Basin Economic Council (PBEC), a member of Belt and Road Committee of the Hong Kong Trade Development Council, a member of Sir Murray MacLehose Trust Fund Investment Advisory Committee,

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

Honorary Advisor to the Hong Kong Business Angel Network (HKBAN), Honorary Chairman – Asia Pacific of CMA Australia, Chairman of Monte Jade Science and Technology Association of Hong Kong, President of Hong Kong-ASEAN Economic Cooperation Foundation, Vice President of the Hong Kong Real Property Federation, Special Adviser to the Asia Pacific Real Estates Association, a Board member of the Chinese General Chamber of Commerce of Hong Kong and the Australian Chamber of Commerce in Hong Kong and Macau, a founding Board member and the Honorary Treasurer of the Hong Kong Vietnam Chamber of Commerce, Vice Chairman of the Hong Kong Myanmar Chamber of Commerce, a founding member of the Hong Kong-Korea Business Council, and a member of the Hong Kong-Thailand Business Council.

Dr. Lam is currently the Chairman of the Corporate Governance Committee of the Company.

Dr. Lam is an independent non-executive director of each of CSI Properties Limited (Stock Code: 497), Mei Ah Entertainment Group Limited (Stock Code: 391), Vongroup Limited (Stock Code: 318), Glorious Sun Enterprises Limited (Stock Code: 393), Haitong Securities Company Limited (Stock Code: 6837 and it is also listed on the Shanghai Stock Exchange with Stock Code: 600837), Elife Holdings Limited (Stock Code: 223), Hua Long Jin Kong Company Limited (Stock Code: 1682, formerly known as Highlight China IoT International Limited), Huarong Investment Stock Corporation Limited (Stock Code: 2277), Kidsland International Holdings Limited (Stock Code: 2122) and Hsin Chong Group Holdings Limited (Stock Code: 404) and a non-executive director of each of Tianda Pharmaceuticals Limited (Stock Code: 455), China Shandong Hi-Speed Financial Group Limited (Stock Code: 412), China LNG Group Limited (Stock Code: 931), National Arts Entertainment and Culture Group Limited (Stock Code: 8228) and Mingfa Group (International) Company Limited (Stock Code: 846), the shares of all of which are listed on Stock Exchange. He is an independent non-executive director of each of Asia-Pacific Strategic Investments Limited (Company Code: 5RA), and Top Global Limited (Company Code: BHO), and China Medical (International) Group Limited (Company Code: 5IB) and non-executive director of Singapore eDevelopment Limited (Company Code: 40V), the shares of all of which are listed on the Singapore Exchange. Dr. Lam is also an independent director of Sunwah International Limited (Company Code: TSX SWH)(a substantial shareholder of the Company pursuant to Part XV of the SFO) whose shares are listed on the Toronto Stock Exchange; an independent non-executive director of AustChina Holdings Limited (Company Code: ASX AUH), the shares of which are listed on the Australian Securities Exchange; and non-executive director of Adamas Finance Asia Limited (Company Code: ADAM), the shares of which are listed on the London Stock Exchange.

During the last 3 years, Dr. Lam was non-executive director of DTXS Silk Road Investment Holdings Company Limited (Stock Code: 620) and Roma Group Limited (Stock Code: 8072), and he was also an independent non-executive director of Imagi International Holdings Limited (Stock Code: 585) and Xi’an Haitiantian Holdings Co., Ltd. (Stock Code: 8227), the shares of all of which are listed on Stock Exchange, Rowsley Limited (Company Code: A50), the shares of which are listed on the Singapore Exchange, and Vietnam Equity Holding (Company Code: 3MS), the shares of which are listed on the Stuttgart Stock Exchange.

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

Between 15 December 1999 and 27 October 2004, Dr. Lam was a director of i-STT Hong Kong Limited (“i-STT”), a Hong Kong incorporated private company with limited liability which was engaged in internet related services. I-STT was in creditors’ voluntary liquidation on 12 September 2001 and was subsequently completed, the amount involved being approximately HK$100 million.

As at the Latest Practicable Date, Dr. Lam 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 Dr. Lam. Dr. Lam’s appointment of director is subject to rotation and re-election at least once every three years at annual general meetings of the Company in accordance with the Bye-laws of the Company. The director’s fee and emoluments of Dr. Lam is HK$200,000 per annum, which was determined by the Board, with reference to the prevailing market condition, Dr. Lam’s qualification, working experience and scope of responsibility.

Ms. Janice Wing Kum Kwan, aged 61, Non-Executive Director

Ms. Kwan was appointed as Non-Executive Director of the Company with effect from 1 February 2011. Ms. Kwan holds a bachelor degree of Law and Postgraduate Certificate in Laws awarded by the University of Hong Kong. She was admitted as a solicitor in Hong Kong in 1982 and has been in private practice since then. Ms. Kwan headed the legal department of an international bank and a listed company respectively during the period from 1986 to 1990. Currently she is a consultant to Angela Ho & Associate. Ms. Kwan also occupies the pro bono position of Advisor and Legal Director in Sunwah Group, of which Dr. Jonathan Choi is the Chairman. She was also qualified as a solicitor in England and Wales, as a barrister & solicitor in Victoria, Australia and as an advocate in Singapore. She has been a China Attesting Officer appointed by the PRC government since 1993 and a Civil Celebrant of Marriage appointed by the Hong Kong SAR Government since 2012. Ms. Kwan specializes in intellectual property protection, transactions and litigation and has extensive experience in commercial, banking and conveyancing as well.

Ms. Kwan has been appointed by the HKSAR Government to sit on various boards and panels and is a standing committee member of the Tianjin Committee of the Chinese People’s Political Consultative Conference.

Ms. Kwan is currently a member of the Corporate Governance Committee of the Company.

In the last 3 years, save as disclosed as above, she did not hold any other major appointments and professional qualifications nor any other position in the Group nor any directorship in listed public companies.

She is the spouse of Dr. Jonathan Koon Shum Choi, the Chairman of the Company, and sister-in-law of Mr. Michael Koon Ming Choi, the Chief Executive Officer and Executive Director of the Company.

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

Other than the interest in the 2,225,147,545 Shares or underlying shares (approximately 32.24%) Dr. Jonathan Choi is deemed to be interested in and 1,381,365,097 Shares or underlying shares (approximately 20.02%) Dr. Choi owns personally, both of which interests she is deemed to be interested in under the Part XV of the SFO, Ms. Janice Kwan does not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

The Company has not entered into any director’s service contract with Ms. Kwan. Ms. Kwan’s appointment of director is subject to rotation and re-election at least once every three years at annual general meetings of the Company in accordance with the Bye-laws of the Company. The director’s fee and emoluments of Ms. Kwan is HK$200,000 per annum, which was determined by the Board, with reference to the prevailing market condition, Ms. Kwan’s qualification, working experience and scope of responsibility.

Mr. Huanfei Guan, aged 61, Independent Non-Executive Director

Mr. Guan was appointed as an Independent Non-Executive Director in November 2015. Mr. Guan obtained a doctor’s degree in Economics in 2000 from Wuhan University and was a post-doctoral researcher in Theoretical Economics with Fudan University from 2000 to 2002. Mr. Guan has been a part-time researcher of the Insurance Research Centre of Fudan University since 2004. He has also been appointed as a part-time lecturer of professional degree of Fudan University since 2013. Mr. Guan has extensive experience in the finance and insurance industry in Hong Kong and the People’s Republic of China. He served various senior managerial positions in the People’s Insurance Company of China (Jilin Branch)（中 國人民保險公司吉林省分公司）, the business department of Hong Kong and Macao Regional Office of China Insurance Group（中國保險港澳管理處）, Ming An Insurance Company (Hong Kong) Limited（香港民安保險有限公司）and China Pacific Insurance Co., (HK) Ltd.（中國太平 洋保險（香港）有限公司）. Mr. Guan also held offices at the Bank of Communications, including the deputy chairman of the risk asset management committee（風險資產管理委員會副主任委 員）, deputy chairman of credit asset management committee（信貸資產管理委員會副主任委員）, chairman of loan review committee（貸款審查委員會主任委員）, deputy general manager of the Bank of Communications Hong Kong Branch, the director of Bank of Communications Trustee Limited（交通銀行信託有限公司）, the chairman and chief executive of China BOCOM Insurance Co., Ltd.（中國交銀保險有限公司）and an executive director and general manager of BoCommLife Insurance Company Limited. Mr. Guan is also an economic and technical consultant of Jilin Provincial Government.

Mr. Guan is currently a member of Audit Committee, Compensation Committee, Nomination Committee and Corporate Governance Committee of the Company.

Mr. Guan is an independent non-executive director of China Nonferrous Mining Corporation Limited (Stock Code: 1258), Huarong International Financial Holdings Limited (Stock Code: 993), China Shandong Hi-Speed Financial Group Limited (Stock Code: 412) and HongDa Financial Holding Limited (Stock Code: 1822), the shares of all of which are listed on Stock Exchange.

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

During the last 3 years, Mr. Guan was an executive director of CCT Land Holdings Limited (Stock Code: 261) and non-executive director of Ping An Securities Group (Holdings) limited (Stock Code: 231).

As at the Latest Practicable Date, Mr. Guan 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. Guan. Mr. Guan’s appointment of director is subject to rotation and re-election at least once every three years at annual general meetings of the Company in accordance with the Bye-laws of the Company. The director’s fee and emoluments of Mr. Guan is HK$200,000 per annum, which was determined by the Board, with reference to the prevailing market condition, Mr. Guan’s qualification, working experience and scope of responsibility.

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 3.51(2)(h) to (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 7th Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong on Thursday, 22nd November 2018 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 Company for the year ended 30th June 2018;

2. To approve and declare a final dividend for the year ended 30th June 2018;

3. (a) To re-elect Dr. Lee G. Lam as a Director

4. (b) To re-elect Ms. Janice Wing Kum Kwan as a Director

5. (c) To re-elect Mr. Huanfei Guan as a Director

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

7. To re-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 of the Company and to make or grant offers, agreements and options which might require the exercise of such powers 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;

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NOTICE OF THE ANNUAL GENERAL MEETING

• (c) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors of the Company pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined below); (ii) an issue of shares upon the exercise of subscription rights or conversion rights under any warrants of the Company or any securities of the Company which are convertible into shares of the Company; (iii) an issue of shares as scrip dividends pursuant to the Bye-Laws of the Company from time to time; or (iv) an issue of shares under any option scheme or similar arrangement for the time being adopted by the Company for the grant or issue of shares of the Company or rights to acquire shares of the Company, shall not exceed 20% of the number of shares of the Company in issue as at the date of passing this Resolution (or such number of shares as adjusted to the extent there is a change to the number of the total issued shares of the Company after the date of passing this Resolution as a result of sub-division or consolidation of shares), and the said approval 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 buy back issued shares 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 number of Shares to be bought back 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 Takeovers Code pursuant to the approval in paragraph 6(a) above during the Relevant Period, shall be no more than 10% of the number of issued shares of the Company as at the date of passing this Resolution, 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.”

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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 , 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 such number of shares of the Company bought back by the Company under the authority granted in paragraph 6 above, provided that such number of shares of the Company shall not exceed 10% of the number of issued shares of the Company as at the date of passing this Resolution.”

By Order of the Board Vincent Wai Shun Lai Company Secretary

Hong Kong, 22nd October 2018

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 notarially 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.

• (4) For the purposes of determine members’ eligibility to attend, speak and vote at the Annual General Meeting, latest time to lodge transfer documents for registration with the Company’s registrar will be 4:30 p.m. on Friday, 16th November 2018.

• (5) If a Black Rainstorm Warning Signal is in force at or at any time after 9:00 a.m. on the date of the Annual General Meeting, the Annual General Meeting will be postponed or adjourned. The Company will post an announcement on the Stock Exchange’s website (www.hkex.com.hk) and the Company’s website (www.sunwahkingsway.com) to notify members of the date, time and place of the rescheduled Annual General Meeting.

The Annual General Meeting will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Members should decide on their own whether they would attend the Annual General Meeting under bad weather condition bearing in mind their own situations.

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