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HKICS is an organization of chartered secretaries, providing information and examination for members and students. The institute also publishes the monthly journal. It is based in Central, Hong Kong.

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Sunway International : PROPOSALS FOR I. RE-ELECTION OF THE DIRECTORS; II. GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES; AND NOTICE OF ANNUAL GENERAL MEETING

Apr 16, 2021

04/16/2021 | 06:22am EDT Message : THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult a stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser. If you have sold or transferred all your shares in Sunway International Holdings Limited (the "Company") you should at once hand this circular, together with the accompanying proxy form to the purchaser or transferee, or to the bank, stockbroker or other agent through whom the same or transfer 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 howsoever arising from or in reliance upon the whole or any part of the contents of this circular. SUNWAY INTERNATIONAL HOLDINGS LIMITED (Stock code: 58) AND NOTICE OF ANNUAL GENERAL MEETING Capitalised terms used in this cover page shall have the same meanings as those defined in this circular. notice convening an annual general meeting of the Company to be held at Room 1703-1704,World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong on Friday, 21 May 2021, at 3:00 p.m. or in the event that a "black" rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 9:00 a.m. on that day, at the same time and place on the second Business Day after Friday, 21 May 2021 or any adjournment thereof, at which the proposed resolutions as stated in the aforesaid notice will be considered, is set out on pages AGM-1 to AGM-5 of this circular. Whether or not you propose to attend the annual general meeting, you are requested to complete the accompanying proxy form in accordance with the instructions printed thereon and return the same to the Registrar, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not later than 48 hours before the time appointed for holding of the annual general meeting of the Company or any adjournment thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the annual general meeting should you so wish and in such event the proxy form shall be deemed to be revoked. For identification purposes only 4 4 I-1 DEFINITIONS In this circular, the following words and expressions shall have the following meanings unless the context requires otherwise: "AGM" 1703-1704,World-Wide House, 19 Des Voeux Road Central, Central, Hong Kong on Friday, 21 May 2021, at 3:00 p.m. or in the event that a "black" rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 9:00 a.m. on that day, at the same time and place on the second Business Day after Friday, 21 May 2021 or any adjournment thereof of this circular time being on which a "black" rainstorm warning or a tropical cyclone warning signal number 8 or above is hoisted or remains hoisted in Hong Kong at 9:00 a.m. on that day) which banks in Hong Kong are generally open for business "Bye-Laws" "close associates" "Companies Act" "Company" in Bermuda with limited liability and the issued Shares are listed on the Main Board of the Stock Exchange "Director(s)" time "Hong Kong" Republic of China printing of this circular for ascertaining certain information contained in this circular Exchange Notice circular, excludes Hong Kong, the Macau Special Administrative Region of the People's Republic of China and Taiwan "Registrar" Road East, Hong Kong, the Hong Kong branch share registrar of the Company Hong Kong) Company permit the allotment and issue of new Shares equal in aggregate up to a maximum of 20% of the aggregate number of shares of the Company in issue as at the date of passing of the relevant resolution granting such mandate permit the repurchase of Shares of up to a maximum of 10% of the aggregate number of shares of the Company in issue as at the date of passing of the relevant Ordinary Resolution granting such mandate "Stock Exchange" "Takeovers Code" "HK$" "%" (Stock code: 58) Clarendon House Wanchai, Hong Kong AND 1. INTRODUCTION The purpose of this circular is to provide you with the AGM Notice and the information regarding the Resolutions that will be proposed at the AGM for the Shareholders to consider and, if thought fit, to (a) re-elect the Directors; and (b) grant the General Mandates and the extension of the Share Issue Mandate to the Directors. For identification purposes only 2. PROPOSED RE-ELECTION OF THE DIRECTORS As at the Latest Practicable Date, the Board comprises three executive Directors, namely Mr. Fok Po Tin (Chairman), Mr. Li Chongyang and Mr. Law Chun Choi, one non-executive Director, namely, Mr. Lum Pak Sum, and three independent non-executive Directors, namely, Mr. Choi Pun Lap, Mr. Yu Shui Sang Bernard and Mr. Chan Sung Wai. Pursuant to Bye-Law 112, Mr. Yu Shui Sang Bernard so appointed by the Board to fill a causal vacancy on the Board shall hold office only until the next following general meeting of the Company and shall then be eligible for re-election at that general meeting. Pursuant to Bye-Law 108(A) and code provision A.4.2 of Appendix 14 to the Listing Rules, at each annual general meeting of the Company, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. The retiring Director(s) shall be eligible for re-election. Accordingly, Mr. Law Chun Choi, Mr. Lum Pak Sum and Mr. Choi Pun Lap shall retire from office by rotation at the AGM. Mr. Law Chun Choi, Mr. Lum Pak Sum and Mr. Choi Pun Lap, being eligible, will offer themselves for re-election at the AGM. Bye-Law 113 provides that no person, other than a retiring Director, shall, unless recommended by the Directors for election, be eligible for election to the office of Director at any general meeting, unless a notice in writing of the intention to propose that person for election as a Director and notice in writing by that person of his willingness to be elected shall be lodged at the principal place of business of the Company in Hong Kong at 3/F, Mandarin Commercial House, 38 Morrison Hill Road, Wanchai, Hong Kong for at least seven (7) clear days before the date of the general meeting and the period for lodgement of such notices shall commence no earlier than the day immediately after the despatch of the notice of the general meeting appointed for such election and shall be at least seven (7) clear days in length. Brief biographical details of all the Directors proposed to be re-elected are set out in Appendix I to this circular. If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received after the printing of this circular, the Company will issue an announcement and/or a supplementary circular to inform Shareholders of the details of the additional candidate proposed. 3. PROPOSED GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES At the annual general meeting of the Company held on 30 June 2020, resolutions were passed granting the Directors a general mandate to allot, issue or deal with additional Shares up to a maximum of 20% of the aggregate number of the issued Shares at the date of such meeting and a general mandate to repurchase on the Stock Exchange up to 10% of the aggregate number of the issued Shares at the date of such meeting. The general mandate to allot, issue and deal with Shares was extended by an amount representing the aggregate number of the Shares so repurchased. Such mandates will expire at the conclusion of the AGM. It is therefore proposed that the Company will seek the approval of the Shareholders of the relevant resolutions proposed at the AGM in respect of the renewal of the respective general mandates to issue, allot and deal with the Shares and to repurchase the Shares. 4 LETTER FROM THE BOARD At the AGM, the Ordinary Resolutions will be proposed that the Directors be given the General Mandates. In addition, an Ordinary Resolution will also be proposed at the AGM providing that any Shares repurchased under the Share Repurchase Mandate (up to a maximum of 10% of the aggregate number of the issued Shares as at the date of the grant of the Share Repurchase Mandate) will be added to the total number of the Shares which may be allotted and issued under the Share Issue Mandate. As at the Latest Practicable Date, the issued share capital of the Company comprised 179,600,000 Shares. Each of the General Mandates will continue in force until whichever is the earliest of: the conclusion of the next annual general meeting of the Company; the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws, the Companies Act or any other applicable law of Bermuda to be held; and the date on which any such mandate is revoked or varied by an ordinary resolution of the Shareholders in general meeting. An explanatory statement as required under the Listing Rules to be given to the Shareholders is set out in Appendix II to this circular. The information in the explanatory statement provides you with information reasonably necessary to enable you to make an informed decision on whether to vote for or against the resolution to grant the Share Repurchase Mandate to the Directors. 4. AGM re-electMr. Law Chun Choi as an executive Director; re-electMr. Lum Pak Sum as a non-executive Director; re-electMr. Choi Pun Lap as an independent non-executive Director; re-electMr. Yu Shui Sang Bernard as an independent non-executive Director; grant the Share Issue Mandate to the Directors; grant the Share Repurchase Mandate to the Directors; and extend the Share Issue Mandate by adding to it the number of the Shares repurchased under the Share Repurchase Mandate. 5 LETTER FROM THE BOARD In accordance with Rule 13.39(4) of the Listing Rules and Bye-Law 73(1), all the resolutions proposed at the AGM will be voted on by way of poll except where the chairman of the AGM, in good faith, decide to allow a resolution which relates purely to procedural or administrative matter to be voted on by a show of hands. On a poll, subject to any special rights or restrictions as to voting for the time being attached to any Shares by or in accordance with the Bye-Laws, every Shareholder present in person (or being a corporation, is present by its duly authorised representative), or by proxy shall have one vote for every fully paid Share of which he/she/it is the holder. After closure of the AGM, the Company will publish an announcement in respect of the poll results on the websites of the Stock Exchange (www.hkexnews.hk) and the Company ( http://www.hk0058.com) respectively. A proxy form is enclosed for your use at the AGM. You are requested to complete and return the proxy form to the Registrar at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible, but in any event not later than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof. Completion and return of a proxy form will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish and in such event the proxy form shall be deemed to be revoked. 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 misleading. 6. RECOMMENDATION The Directors believe that the proposed re-election of the Directors; granting of the General Mandates; and extension of the Share Issue Mandate; are all in the interests of the Company and the Shareholders as a whole, and recommend you to vote in favour of the Resolutions at the AGM. The Directors will exercise their voting rights in respect of all of their shareholdings (if any) in favour of the Resolutions. 7. GENERAL Your attention is also drawn to the Appendix I to this circular which set out the biographical details of the Directors to be re-elected at the AGM and the Appendix II which provides an explanatory statement on the proposed Share Repurchase Mandate in accordance with the Listing Rules. Yours faithfully, Law Chun Choi 6 APPENDIX I BIOGRAPHICAL DETAILS OF THE RE-ELECTING DIRECTORS The biographical details of the Directors eligible for re-election at the AGM are set out below: Mr. Law Chun Choi, aged 60, joined the Company on 28 May 2019. He is a practising and fellow member of the Hong Kong Institute of Certified Public Accountants, a fellow member of the Association of Chartered Certified Accountants, the Hong Kong Institute of Chartered Secretaries and the Institute of Chartered Secretaries and Administrators. He was also awarded the Chartered Governance Professional by the Institute of Chartered Secretaries and Administrators and the Hong Kong Institute of Chartered Secretaries in 2018. Mr. Law graduated from The Hong Kong Polytechnic University with a Postgraduate Diploma in Corporate Administration and Professional Diploma in Accountancy in 2000 and 1984 respectively. Other than being the company secretary of the Company, Mr. Law is also the director of Topping Gain International Limited, an indirectly wholly owned subsidiary of the Company. Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Mr. Law had not been a director in any public company the securities of which are listed on any securities market in Hong Kong or overseas over the past three years and does not have any other major appointments and professional qualifications. Mr. Law has entered into a service contract with the Company for a term of three years commencing from 28 May 2019, and he is subject to re-election in accordance with the articles of association of the Company. He is entitled to a basic salary of HK$780,000 per annum. The emoluments of Mr. Law are determined by the Board with the recommendation of the remuneration committee of the Board with reference to the prevailing market situation and his duties and responsibilities within the Company. Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Mr. Law does not have any other relationships with any Directors, senior management, substantial or controlling shareholders of the Company, nor any interest in the Shares within the meaning of Part XV of the SFO. Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, there is no other information relating to Mr. Law that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters concerning Mr. Law that needs to be brought to the attention of the Shareholders. I-1 APPENDIX I BIOGRAPHICAL DETAILS OF THE RE-ELECTING DIRECTORS Mr. Lum Pak Sum, aged 59, joined the Company on 28 May 2019 and possesses over 20 years of working experience in the money market and capital market. He has been a fellow member of the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants since 1996 and 1993 respectively. He obtained a master's degree in business administration from The University of Warwick in 1994 and a bachelor's degree in laws from University of Wolverhampton in 2002. Mr. Lum has been the independent non-executive director of China Asia Valley Group Limited (formerly known as China Graphene Group Limited) (Stock code: 0063) since September 2019, independent non-executive director of Great China Properties Holdings Limited (Stock code: 0021) since August 2007; independent non-executive director of i-Control Holdings Limited (Stock code: 1402) since May 2015; independent non-executive director of Kwan On Holdings Limited (Stock code: 1559) since August 2016; independent non-executive director of Anxian Yuan China Holdings Limited (Stock code: 0922) since May 2017; and independent non-executive director of TATA Health International Holdings Limited (formerly known as S. Culture International Holdings Limited) (Stock code: 1255) since June 2017. Mr. Lum was an independent non-executive director of Yuhua Energy Holdings Limited (Stock code: 2728) from December 2014 to April 2019; independent non-executive director of Beautiful China Holdings Company Limited (Stock code: 0706) from January 2014 to August 2018; independent non-executive director of Pearl Oriental Oil Limited (Stock code: 0632) from December 2017 to June 2018. Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Mr. Lum had not been a director in any public company the securities of which are listed on any securities market in Hong Kong or overseas over the past three years and does not have any other position with the Company and other members of the Group or other major appointments and professional qualifications. Mr. Lum has entered into a service contract with the Company for a term of three years commencing from 28 May 2019, and he is subject to re-election in accordance with the articles of association of the Company. He is entitled to a basic salary of HK$325,000 per annum. The emoluments of Mr. Lum are determined by the Board with the recommendation of the remuneration committee of the Board with reference to the prevailing market situation and his duties and responsibilities within the Company. Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Mr. Lum does not have any other relationships with any Directors, senior management, substantial or controlling shareholders of the Company, nor any interest in the Shares within the meaning of Part XV of the SFO. Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, there is no other information relating to Mr. Lum that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters concerning Mr. Lum that needs to be brought to the attention of the Shareholders. I-2 APPENDIX I BIOGRAPHICAL DETAILS OF THE RE-ELECTING DIRECTORS Mr. Choi Pun Lap, aged 43, joined the Company on 28 May 2019. Mr. Choi is a valuation practitioner of International Association of Certified Valuation Specialists since 2019. He is a member of Hong Kong Institute of Certified Public Accountants, a member of Certified Practising Accountants Australia and a member of Chartered Global Management Accountant. Mr. Choi graduated from Open University of Hong Kong with a Master of Law (Chinese Business Law) in Hong Kong in 2017. He obtained a Bachelor of Business (Accounting) from Central Queensland University in Australia in 2003 and further studied Postgraduate Diploma of Accounting in Monash University in Australia in 2005. Mr. Choi was a principal of Absolute Value Business & Asset Valuation Limited since December 2019. He was a financial controller of a company which is listed in GEM from March 2019 to November 2019. Mr. Choi was a senior audit manager in the audit department of HLB Hodgson Impey Cheng Limited ("HLB") in Hong Kong. He has worked in HLB for more than ten years from February 2007 to December 2017. Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Mr. Choi had not been a director in any public company the securities of which are listed on any securities market in Hong Kong or overseas over the past three years and does not have any other position with the Company and other members of the Group or other major appointments and professional qualifications. Mr. Choi has entered into a service contract with the Company for a term of three years commencing from 28 May 2019, and he is subject to re-election in accordance with the articles of association of the Company. He is entitled to a basic salary of HK$180,000 per annum. The emoluments of Mr. Choi are determined by the Board with the recommendation of the remuneration committee of the Board with reference to the prevailing market situation and his duties and responsibilities within the Company. Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Mr. Choi does not have any other relationships with any Directors, senior management, substantial or controlling shareholders of the Company, nor any interest in the Shares within the meaning of Part XV of the SFO. Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, there is no other information relating to Mr. Choi that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters concerning Mr. Choi that needs to be brought to the attention of the Shareholders. I-3 APPENDIX I BIOGRAPHICAL DETAILS OF THE RE-ELECTING DIRECTORS Mr. Yu Shui Sang Bernard, aged 46, joined the Company on 4 January 2021 and has more than 20 years of experience in asset management, corporate finance, foreign exchange, bullion trading, insurance, securities and futures trading industries. Mr. Yu was the managing director of CSFG International Securities Limited (a wholly-owned subsidiary of China Shandong Hi-Speed Financial Group Limited, the shares of which are listed on Main Board of the Stock Exchange (Stock Code: 412)) from February 2018 to January 2021. Mr. Yu was also a director and a responsible officer of CSFG International Asset Management Limited (a wholly-owned subsidiary of China Shandong Hi-Speed Financial Group Limited) from June 2018 to January 2021. Mr. Yu also held senior management positions at various financial institutions including Ong Asia Securities (HK) Limited, Enlighten Securities Limited and Eagle Legend Futures Limited (a then wholly-owned subsidiary of GOME Retail Holdings Limited). Mr. Yu was awarded with a Doctoral Degree in Enterprises Management from the Shanghai University of Finance & Economics in June 2014, a Master Degree in Laws from Renmin University of China in June 2013, a Master Degree in Business Administration from University of South Australia in March 2009, a Master of Arts in Practical Philosophy from Lingnan University in October 2009, a Bachelor Degree in Laws from China University of Political Science and Law in July 2017, a Bachelor Degree in Business Administration (Hons) from Birmingham City University in November 2020, a Diploma in Casino Management from University of Macau in May 2009, a Professional Diploma in Corporate Governance and Directorship from The Hong Kong Institute of Directors and Hong Kong Productivity Council in April 2010 and a Diploma in Company Direction from The Hong Kong Institute of Directors in November 2006. Mr. Yu is a Fellow Member of The Hong Kong Institute of Directors and a Fellow Member of The Hong Kong Securities and Investment Institute. He is a responsible officer under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) for Type 1 (dealing in securities), Type 4 (advising on securities), Type 5 (advising on futures contracts), Type 6 (advising on corporate finance) and Type 9 (asset management) activities. Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Mr. Yu had not been a director in any public company the securities of which are listed on any securities market in Hong Kong or overseas over the past three years and does not have any other position with the Company and other members of the Group or other major appointments and professional qualifications. Mr. Yu has entered into a service contract with the Company for a term of three years commencing from 4 January 2021, and he is subject to re-election in accordance with the articles of association of the Company. He is entitled to a basic salary of HK$180,000 per annum. The emoluments of Mr. Yu are determined by the Board with the recommendation of the remuneration committee of the Board with reference to the prevailing market situation and his duties and responsibilities within the Company. Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, Mr. Yu does not have any other relationships with any Directors, senior management, substantial or controlling shareholders of the Company, nor any interest in the Shares within the meaning of Part XV of the SFO. Save as disclosed above, to the best of the knowledge of the Directors having made all reasonable enquiries, there is no other information relating to Mr. Yu that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters concerning Mr. Yu that needs to be brought to the attention of the Shareholders. I-4 "THAT subject to paragraph (ii) of this resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (iii) of this resolution) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or any other stock exchange on which the Shares may be listed and recognised for this purpose by the Securities and Futures Commission of Hong Kong and the Stock Exchange, subject to and in accordance with all applicable laws and regulations of Hong Kong and Bermuda, the memorandum of association of the Company, the Bye-Laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved; the aggregate number of shares of the Company to be repurchased or agreed conditionally or unconditionally to be repurchased by the Company pursuant to the approval in paragraph (i) of this resolution during the Relevant Period shall not exceed 10 per cent of the aggregate number of shares of the Company in issue as at the date of passing this resolution and the said approval shall be limited accordingly; and for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of: the conclusion of the next annual general meeting of the Company; the expiration of the period within which the next annual general meeting of the Company is required by the Bye-Laws, the Companies Act 1981 of Bermuda (as amended) or any applicable law of Bermuda to be held; or the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the Shareholders in a general meeting." "THAT conditional upon resolution 4(a) and resolution 4(b) as set out in this notice of the AGM (the "AGM Notice") being passed, the aggregate nominal amount of the share capital of the Company which are repurchased by Company under the authority granted pursuant to resolution 4(b) as set out in the AGM Notice (up to a maximum of 10 per cent of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of resolution 4(b) as set out in the AGM Notice) shall be added to the aggregate nominal amount of share capital that may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to resolution 4(a) as set out in the AGM Notice." By order of the Board Sunway International Holdings Limited

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