China Display Optoelectronics Technology Holdings Limited — Proxy Solicitation & Information Statement 2020

Oct 20, 2020

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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 “SGM”) to be held on Tuesday, 24th November 2020 (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 SGM, as my/our proxy to attend, act and vote for me/us and on my/our behalf at the SGM of the Company to be held at 7/F., Tower One, Lippo Centre, 89 Queensway, Hong Kong on Tuesday, 24th November 2020 at 10:30 a.m. and at any adjournment thereof.

IMPORTANT: IF YOU WISH TO VOTE FOR THE RESOLUTIONS, PLEASE PLACE A “ ✓ ” IN THE RELEVANT BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST THE RESOLUTIONS, 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 SGM other than those referred to in the notice convening the SGM.

				ORDINARY RESOLUTIONS		FOR	AGAINST
	**RESOLUTION **	1	“THAT subject to and conditional upon the granting of approval by the
			Listing Committee of The Stock Exchange of Hong Kong Limited (the
			“Stock Exchange”) of the listing of, and permission to deal in, the issued
			and	unissued shares of the Company consolidated in the manner as set out
			in paragraph (a) of this resolution below (the “Share Consolidation”):
			(a)	with effect from the second business day immediately following the
				date on which this resolution is passed:
				(i) every ten (10) issued and unissued ordinary shares of par value
				of HK$0.01 each in the share capital of the Company be
				consolidated into one (1) share of par value of HK$0.10 each
				(each a “Consolidated Share”);
				(ii) the Consolidated Shares shall rank pari passu in all respects
				with each other and have the rights and privileges and be
				subject to the restrictions as contained in the memorandum of
				association and bye-laws of the Company; and
				(iii) all fractional Consolidated Shares will be disregarded and not
				issued to the shareholders of the Company but all such
				fractional Consolidated Shares will be aggregated and, if
				possible, sold for the benefit for the Company; and
			(b)	the board of directors of the Company (the “Directors”) and such
				person or persons authorized by the Directors be and are hereby
				authorized to do all such acts and things and execute all such
				documents, including under seal where applicable, as the Directors
				shall, in their absolute discretion, consider necessary, desirable or
				expedient to give effect to the foregoing arrangement for the Share
				Consolidation.”

				ORDINARY RESOLUTIONS	FOR	AGAINST
	**RESOLUTION **	2	“THAT subject to and conditional upon the granting of approval by the
			Listing Committee of the Stock Exchange of the listing of, and permission
			to deal in, the shares of HK$0.01 each in the ordinary share capital of the
			Company, or the Consolidated Shares, as the case may be (collectively,
			“Shares”), to be issued pursuant to the exercise of the share options which
			may	be granted under the proposed new share option scheme (the “New
			Share Option Scheme”), a copy of which is tabled at the SGM and marked
			“A”:
			(a)	the New Share Option Scheme be and is hereby approved and adopted;
				and
			(b)	the Directors be and are hereby authorized to, subject to the applicable
				laws, rules and regulations, including but not limited to the Rules
				Governing the Listing of Securities on the Stock Exchange (the
				“Listing Rules”) and the rules of the New Share Option Scheme:
				(i) grant options to subscribe for the Shares in accordance with the
				rules of the New Share Option Scheme;
				(ii) allot, issue and deal with from time to time such number of
				Shares as may be required to be issued pursuant to the exercise
				of the options under the New Share Option Scheme;
				(iii) modify and/ or amend the New Share Option Scheme from time
				to time;
				(iv) administer the New Share Option Scheme generally;
				(v) do all such acts and to enter into all such transactions,
				arrangements and agreements as the Directors in their sole
				discretion consider necessary, desirable or expedient in order to
				give full effect to the New Share Option Scheme; and
				(vi) consent, if the Directors in their sole discretion consider
				necessary, desirable or expedient, to such conditions, alteration
				and/ or modification as may be required or imposed by the
				relevant authorities in relation to the New Share Option
				Scheme.”

Dated this day of

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

Signature(s) [(Note][6)] :

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 SGM WILL ACT AS YOUR PROXY. The proxy need not be a member of the Company, but must attend the SGM 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, in the case of a corporation, must either be under its common seal or under the handof 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 SGM, 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 SGM, 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 SGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending the SGM and voting in person.

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

PERSONAL INFORMATION COLLECTION STATEMENT

Your supply of your and your proxy’s (or proxies’) name(s) and address(es) is on a voluntary basis for the purpose of processing your request for the appointment of a proxy (or proxies) and your voting instructions for the SGM (the ‘Purposes’). We may transfer your and your proxy’s (or proxies’) name(s) and address(es) to our agent, contractor, or third party service provider who provides administrative, computer and other services to us and to such parties who are authorised by law to request the information or are otherwise relevant for the Purposes and need to receive the information. Your and your proxy’s (or proxies’) name(s) and address(es) will be retained for such period as may be necessary to fulfil the Purposes. You/your proxy (or proxies) has/have the right to request access to and/or correction of the relevant personal data in accordance with the provisions of the Personal Data (Privacy) Ordinance and any such request should be in writing by mail to Computershare Hong Kong Investor Services Limited at the above address.