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

Oct 20, 2020

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 Tuesday, 24th November 2020 at 10:00 a.m. is set out on pages 15 to 19 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 Hong Kong branch share registrar, 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.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Practical measures will be taken to try to avoid the spread of COVID-19 at the Annual General Meeting, including: � compulsory temperature checks and health declarations for all attendees � compulsory wearing of surgical face masks throughout the Annual General Meeting � maintaining proper distance between seats � no refreshments will be served at the Annual General Meeting

Any person who does not comply with the precautionary measures will not be admitted to the venue of the Annual General Meeting. The Company reminds the shareholders, particularly those who are unwell or subject to quarantine in relation to COVID-19, that they may appoint any person or the chairman of the Annual General Meeting as a proxy to vote on the resolutions to be proposed at the Annual General Meeting, instead of attending the Annual General Meeting in person.

20th October 2020

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 Tuesday, 24th November 2020 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 19 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, 12th September 2011 and 22nd November 2018;

• “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”

• 14th October 2020, 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$0.01 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

20th October 2020

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 27th November 2019, 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, Mr. Michael Koon Ming Choi (“Mr. Michael Choi”), Dr. Lee G. Lam (“Dr. Lee Lam”) and Ms. Janice Wing Kum Kwan (“Ms. Janice Kwan”) shall retire from office at the Annual General Meeting. Mr. Michael Choi, Dr. Lee Lam and Ms. Janice Kwan, being eligible, will offer themselves for re-election at the Annual General Meeting.

In respect of nominating the retiring Directors for re-election, the Nomination Committee of the Company considered, in accordance with the Nomination Policy, the board diversity policy and the selection criteria, amongst others, experience, expertise, performance, time commitment and independence, if applicable, of the retiring Directors.

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 Mr. Michael Choi, Dr. Lee Lam and Ms. Janice Kwan 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 19 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 Company’s Hong Kong branch share registrar, 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 7,127,614,962 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 712,761,496 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 2020) 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 26.05% 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 26.05% of the issued shares of the Company owned by WDL. In addition to the deemed shareholding of 26.05% owned by WDL, SWCL directly holds 4.15% of the issued shares of the Company and therefore SWCL holds approximately a total of 30.2% 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 28.95% and 33.56% respectively. In the opinion of the Directors, such increase may give rise to an obligation of SWCL 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$
2019
October	0.058	0.051
November	0.058	0.052
December	0.053	0.046
2020
January	0.049	0.046
February	0.053	0.046
March	0.053	0.048
April	0.053	0.050
May	0.052	0.047
June	0.050	0.045
July	0.053	0.044
August	0.049	0.045
September	0.046	0.041
October (up to the Latest Practicable Date)	0.043	0.040

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.

Mr. Michael Koon Ming Choi, aged 52, Executive Director

Mr. Choi is the Chief Executive Officer and Executive Director of the Company as well as a director of certain subsidiaries of the Company. Mr. Choi has been appointed the CEO of the Company since 1st October 2010 and has been an Executive Director since 2000. Mr. Choi holds a Bachelor of Arts degree from the University of British Columbia. Mr. Choi joined the Group in 1995 and has extensive experience in the financing activities of corporate and property mortgage, real estate development and property investment. Mr. Choi is currently a member of the Investment Committee of the Company.

In the last 3 years, Mr. Choi has also been a director of Sunwah International Limited, a substantial shareholder of the Company pursuant to Part XV of the SFO and whose shares are listed on the Toronto Stock Exchange.

Mr. Choi is the brother of Dr. Jonathan Koon Shum Choi, the Chairman of the Company and the brother-in-law of Ms. Janice Wing Kum Kwan, a Non-executive Director of the Company.

As at the Latest Practicable Date, Mr Choi is interested or deemed to be interested in 393,457,210 Shares or underlying shares (representing approximately 5.52%) of the Company pursuant to Part XV of the SFO.

Mr. Choi has a service contract with a wholly-owned subsidiary of the Company which may be terminated by either party by written notice of not less than 6 months and is subject to retirement and is eligible for re-election at the general meetings of the Company in accordance with the Current Bye-laws. Currently, the fee and emoluments of Mr. Choi are HK$2,340,000 per annum, which were determined by the Board with reference to his qualification, experience, and scope of responsibilities. Mr. Choi will also be granted a lump sum payment of HK$600,000 per year provided that the Group records a consolidated profit after taxation and minority interest for the respective financial year. In addition, any bonus payment to be received by Mr. Choi consists of a discretionary bonus which will be determined by the Board with reference to Mr. Choi performance in meeting non-financial targets and a bonus calculated according to a formula with reference to the Company’s financial performance.

Dr. Lee G. Lam, aged 61, Non-Executive Director

Dr. Lam was appointed as an non-executive Director of the Company on 1 February 2007. Dr. Lam holds a BSc in sciences and mathematics, an MSc in Systems Science and an MBA from the University of Ottawa in Canada, an LLB (Hons) in law from Manchester Metropolitan University in the UK, a LLM in law from the University of Wolverhampton in the UK, an MPA and a PhD from the University of Hong Kong. He is also a solicitor of the High Court of Hong Kong (and formerly a member of the Hong Kong Bar), an Accredited

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

Mediator of the Centre for Effective Dispute Resolution, a Fellow of Certified Management Accountants (CMA) Australia, the Hong Kong Institute of Arbitrators, the Hong Kong Institute of Directors, and an Honorary Fellow of Certified Public Accountants (CPA) Australia, the Hong Kong Institute of Facility Management, and the University of Hong Kong School of Professional and Continuing Education. In 2019, Dr. Lam was awarded a Bronze Bauhinia Star (BBS) by the Government of the Hong Kong Special Administration Region.

Dr. Lam is Chairman of Hong Kong Cyberport Management Company Limited and Non-Executive Chairman – Greater China and ASEAN Region of Macquarie Infrastructure and Real Assets. Dr. Lam is also a member of the Hong Kong Special Administrative Region Government’s Committee on Innovation, Technology and Re-industrialisation and of the Court of the City University of Hong Kong, convenor of the panel of advisors on Building Management Disputes of the Hong Kong Special Administrative Region Government 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, Vice Chairman of Pacific Basin Economic Council (“PBEC”), a member of the Hong Kong Trade Development Council Belt and Road and Greater Bay Area Committee, a member of the Sir Murray MacLehose Trust Fund Investment Advisory Committee, and honorary advisor to the Hong Kong Business Angel Network (“HKBAN”).

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 Aurum Pacific (China) Group Limited, CSI Properties Limited, Elife Holdings Limited, Greenland Hong Kong Holdings Limited, Haitong Securities Company Limited (a company also listed on Shanghai Stock Exchange), Hang Pin Living Technology Company Limited (formerly known as Hua Long Jin Kong Company Limited), Huarong Investment Stock Corporation Limited, Kidsland International Holdings Limited, Mei Ah Entertainment Group Limited, and Vongroup Limited; and a non-executive director of each of China LNG Group Limited, Mingfa Group (International) Company Limited, National Arts Entertainment and Culture Group Limited and Tianda Pharmaceuticals Limited (the shares of all of the aforementioned companies are listed on the Stock Exchange). He is also an independent non-executive director of each of China Real Estate Group Limited (formerly known as Asia-Pacific Strategic Investments Limited), Beverly JCG Limited (formerly known as JCG Investment Holdings Limited), Singapore eDevelopment Limited, Thomson Medical Group Limited and Top Global Limited (the shares of all of the aforementioned companies are listed on Singapore Exchange). Dr. Lam is also an independent director of Sunwah International Limited (a substantial shareholder of the Company pursuant to Part XV of the SFO and a company listed on Toronto Stock Exchange); a non-executive director of Adamas Finance Asia Limited (a company listed on London Stock Exchange); an independent non-executive director of AustChina Holdings Limited (a company listed on Australian Securities Exchange); and an independent non-executive director of TMC Life Sciences Berhad (a company listed on the Main Board of Bursa Malaysia Securities Berhad).

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

In the last 3 years, Dr. Lam was an independent non-executive director of each of Hsin Chong Group Holdings Limited, Glorious Sun Enterprises Limited and Xi’an Haitiantian Holdings Company Limited; and a non-executive director of each of China Shandong Hi-Speed Financial Group Limited, Green Leader Holdings Company Limited and Roma Group Limited (the shares of all of the aforementioned companies are listed on the Stock Exchange); and an independent non-executive director of each of Rowsley Limited (a company listed on Singapore Exchange) and Vietnam Equity Holding (a company listed on Stuttgart Stock Exchange). Save as disclosed, Dr. Lam did not hold any directorship in other listed companies in the last three years.

Dr. Lam served as an independent non-executive director of Ruifeng Petroleum Chemical Holdings Limited (“Ruifeng Petroleum”) from July 1, 2014 to March 30, 2015, a company incorporated in the Cayman Islands which was listed on the Stock Exchange. It was previously engaged in the petrochemical business. In March 2013, Mr. Xu Ziming commenced proceedings against Ruifeng Petroleum for an outstanding amount of a promissory note issued by Ruifeng Petroleum in 2011 (before Dr. Lam was appointed an independent non-executive director). Judgement was handed down on May 6, 2015 against Ruifeng Petroleum where it was required to pay the disputed sum plus interest (the “Judgement Debt”). On July 20, 2015, a statutory demand was served against Ruifeng Petroleum requiring it to pay the Judgement Debt within the stipulated period. On August 12, 2015, a winding-up petition of Ruifeng Petroleum was served on Ruifeng Petroleum. On November 16, 2015, Ruifeng Petroleum was wound up by the High Court of Hong Kong. Trading in the Ruifeng Petroleum’s shares were suspended since April 2, 2013 as Ruifeng Petroleum failed to publish the annual results for the year ended December 31, 2012 and subsequent periods. On October 23, 2015, the Stock Exchange proposed to exercise its rights to cancel Ruifeng Petroleum’s listing. On April 29, 2016, the GEM Listing Committee considered the resumption proposal submitted by Ruifeng Petroleum not viable and decided to cancel the listing of Ruifeng Petroleum’s shares. Subsequent to unsuccessful review applications against such decision, on February 6, 2017, listing of Ruifeng Petroleum’s shares on the Stock Exchange was cancelled. Dr. Lam has confirmed that he had no management role in Ruifeng Petroleum and was not involved in the creation of the above-mentioned promissory note, and that since the delisting of Ruifeng Petroleum’s shares from the Stock Exchange of Hong Kong, and as of the Latest Practicable Date, no claims have been made against him and he is not aware of any threatened or potential claims against him as a result of Ruifeng Petroleum’s dissolution.

During the period between 17 May 2018 and 27 September 2019, Dr. Lam served as an independent non-executive director of Hsin Chong Group Holdings Limited (“Hsin Chong”), a company incorporated in Bermuda, the shares of which were listed on the Stock Exchange of Hong Kong. Hsin Chong defaulted on its US$150 million 8.5% USD bonds (launched on 14 January 2016) due on 22 January 2019. Hsin Chong filed for provisional liquidation on 17 January 2019, and on 20 January 2019, RSM Corporate Advisory (Hong Kong) Limited and Krys & Associates (Bermuda) Ltd were appointed by the Supreme Court of Bermuda Commercial Court as joint and several provisional liquidators of Hsin Chong. The filing was aimed at safeguarding Hsin Chong’s assets and preventing seizure by creditors as Hsin Chong was attempting to negotiate a deal with one of the potential “white knight” groups to restructure its debts caused by Hsin Chong’s earlier rapid expansion in mainland China.

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

Such expansion projects dried up Hsin Chong’s liquidity and led Hsin Chong to incur significant debts. Dr. Lam has confirmed that he had no management role in Hsin Chong and was not involved in the creation of the above-mentioned bonds and debts. Nine (9) months after the joint and several provisional liquidators of Hsin Chong were appointed, all independent non-executive directors including Dr. Lam resigned from the board of directors of Hsin Chong on 27 September 2019.

Dr. Lam was one of the directors of a Hong Kong incorporated private company with limited liability, i-STT Hong Kong Limited (“i-STT”), between 15 December 1999 and 27 October 2004, and he was not involved in the day-to-day operation of i-STT - he was based in Singapore then with the holding company ST Telemedia Pte Ltd (“STT”) which was owned by Temasek Holdings (Singapore’s sovereign fund). i-STT was solvent when it was in creditors’ voluntary liquidation on 12 September 2001 and it was subsequently completed. In 2001, at the time when the global Internet boom slowed down and when the local market demand for Internet-related network services significantly and quickly decreased, i-STT’s controlling shareholder (Singapore’s sovereign fund Temasek Holdings) decided to terminate the business in Hong Kong, as such, i-STT underwent the process of voluntary liquidation by its creditors including i-STT’s controlling shareholder (Temasek Holdings) which provided a shareholder’s loan at the beginning.

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. Dr. Lam, if re-elected, will be appointed as Director with effect from the conclusion of the Annual General Meeting for a term of not more than approximately three years expiring at the conclusion of the Company’s annual general meeting to be held in 2023, or at the conclusion of the Company’s annual general meeting in which he stands for re-election, whichever is earlier. 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 63, Non-Executive Director

Ms. Kwan was appointed as Non-Executive Director of the Company 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

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

Attesting Officer appointed by the PRC government since 1993. 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 awarded Bronze Bauhinia Star (BBS) and Medal of Honour, and appointed as JP by the Government of the Hong Kong Special Administration Region. She is also 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, Ms. Kwan did not hold any other major appointments and professional qualifications nor any other position in the Group nor any directorship in listed public companies.

Ms. Kwan 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.

Other than the interest in the 2,152,544,915 Shares or underlying shares (approximately 30.2%) Dr. Jonathan Choi is deemed to be interested in and 1,760,762,132 Shares or underlying shares (approximately 24.7%) 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. Ms. Kwan, if re-elected, will be appointed as Director with effect from the conclusion of the Annual General Meeting for a term of not more than approximately three years expiring at the conclusion of the Company’s annual general meeting to be held in 2023, or at the conclusion of the Company’s annual general meeting in which she stands for re-election, whichever is earlier. 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.

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 Tuesday, 24th November 2020 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 2020;

2. To approve and declare a final dividend for the year ended 30th June 2020;

3. (a) To re-elect Mr. Michael Koon Ming Choi as a Director

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

5. (c) To re-elect Ms. Janice Wing Kum Kwan as a Director

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

7. To re-appoint Ernst & Young 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 (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 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 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.”

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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 (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).”

By Order of the Board Vincent Wai Shun Lai Company Secretary

Hong Kong, 20th October 2020

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 Company’s Hong Kong branch share registrar, 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 Wednesday, 18th November 2020.

• (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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NOTICE OF THE ANNUAL GENERAL MEETING

• (6) Due to the recent development of the epidemic COVID-19, the Company will implement the following precautionary measures at the Annual General Meeting against the epidemic to protect the members of the Company from the risk of infection:

• (i) compulsory body temperature check will be conducted for every member or proxy at the entrance of the venue. Any person with a body temperature of over 37.5 degrees Celsius will not be admitted to the venue;

• (ii) every member or proxy is required to (a) fill in health declaration form with information including travelling record and health condition; and (b) wear surgical facial mask throughout the meeting. Any person who refuses to follow the aforesaid will not be admitted to the venue;

• (iii) every member or proxy who has travelled from jurisdictions, which according to the Department of Health of Hong Kong would render such person subject to a quarantine order, within 14 days of the Annual General Meeting will not be admitted to the venue; and

• (iv) no refreshments will be served at the Annual General Meeting.

Furthermore, the Company wishes to strongly advise the members, particularly those who are unwell or subject to quarantine in relation to COVID-19, that they may appoint any person or the chairman of the Annual General Meeting as a proxy to vote on the resolutions to be proposed at the Annual General Meeting, instead of attending the Annual General Meeting in person.

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