Sunwah Kingsway Capital : DISCLOSEABLE TRANSACTION ON-MARKET DISPOSALS OF LISTED SECURITIES

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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)

DISCLOSEABLE TRANSACTION

ON-MARKET DISPOSALS OF LISTED SECURITIES

THE DISPOSALS OF LISTED SECURITIES

During the period from 9 October 2020 to 9 April 2021, the Company, through its wholly- owned subsidiaries, conducted on the Stock Exchange a series of on-market transactions to dispose of an aggregate of 27,300 Tencent Shares (representing approximately 0.0003% of the total issued Tencent Shares as at the date of this announcement) in the range of an average daily price between HK$536 and HK$625 per Tencent Share for an aggregate consideration of approximately HK$15,853,000 (exclusive of transaction costs).

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the Disposals exceed 5% but are less than 25%, the Disposals constitute a discloseable transaction of the Company and is therefore subject to the reporting and announcement requirement under Chapter 14 of the Listing Rules.

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THE DISPOSALS OF LISTED SECURITIES

During the period from 9 October 2020 to 9 April 2021, the Company, through its wholly- owned subsidiaries, conducted on the Stock Exchange a series of on-market transactions to dispose of an aggregate of 27,300 Tencent Shares (representing approximately 0.0003% of the total issued Tencent Shares as at the date of this announcement) in the range of an average daily price between HK$536 and HK$625 per Tencent Share for an aggregate consideration of approximately HK$15,853,000 (exclusive of transaction costs).

As the Disposals were made through the open-market of the Stock Exchange, the Company is not aware of the identities of the buyers of the Tencent Shares and accordingly, to the best knowledge, information and belief of the Directors having made all reasonable enquires, the buyers of such Tencent Shares are Independent Third Parties.

REASONS FOR AND BENEFITS OF THE DISPOSALS

The Group's principal businesses are the provision of financial services, including securities and commodities and futures broking, corporate finance, asset management, money lending, property investment and proprietary investments.

The Disposals provide the Group with an opportunity to realise a portion of its investment in Tencent. The Disposals were made with reference to the prevailing market price at the time of the sale and will enable the Group to realise cash resources to fund general working capital and to fund further potential investments. The Disposals realise a gain of approximately HK$0.2 million, being the difference between the aggregate consideration for the Disposals and the aggregate purchase price of the Tencent Shares sold.

As the Disposals were made at the prevailing market price on the open market of the Stock Exchange, the Directors are of the view that the Disposals were fair and reasonable, on normal commercial terms and in the interest of the Company and its Shareholders as a whole.

INFORMATION ABOUT TENCENT

Tencent is a company incorporated in the Cayman Islands with limited liability, the shares of which are listed on the Main Board of the Stock Exchange (Stock Code:00700). According to publicly available information, Tencent is an investment holding company. Tencent and its subsidiaries are principally involved in the provision of value-added services (VAS), FinTech and business services, online advertising services, and others business segment. The VAS segment is mainly involved in provision of online/mobile games, community value-added services and applications across various Internet and mobile platforms. The FinTech and business services segment primarily consists of: (a) payment, wealth management and other FinTech services; and (b) cloud services and other enterprise-facing activities. The online advertising segment is mainly engaged in display based and performance-based advertisements. The others business segment consists of the financials of investment in, production of and distribution of, films and television programmes for third parties, copyrights licensing, merchandise sales and various other activities.

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The following financial information is extracted from the public document of Tencent:

	For the year ended
	31 December
	2019	2020
	RMB	RMB
	million	million
Revenue	377,289	482,064
Profit before income tax	109,400	180,022
Profit for the year	95,888	160,125

Based on the public documents of Tencent, the consolidated total equity of Tencent was RMB 488,824 million as at 31 December 2019 and RMB 778,043 million as at 31 December 2020 respectively.

LISTING RULES IMPLICATIONS

As one or more of the applicable percentage ratios (as defined in the Listing Rules) in respect of the Disposals exceed 5% but are less than 25%, the Disposals constitute a discloseable transaction of the Company and is therefore subject to the reporting and announcement requirement under Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms have the following meanings when used herein.

"Board"	the board of Directors
"Company"	Sunwah Kingsway Capital Holdings Limited, a company
	incorporated in Bermuda and whose shares are listed on the
	Main Board of the Stock Exchange (Stock Code:00188)
"Director(s)"	Directors of the Company
"Disposals"	the disposals by the wholly owned subsidiaries of the Company
	of 27,300 Tencent Shares on the open-market of the Stock
	Exchange for an aggregate consideration of approximately
	HK$15,853,000 (exclusive of transactions costs) during the
	period between 9 October 2020 to 9 April 2021
"Group"	the Company and its subsidiaries
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong

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"Hong Kong"	The Hong Kong Special Administrative Region of the People's
	Republic of China
"Independent Third	third party(ies) independent of the Company and the connected
Party(ies)"	persons of the Company
"Listing Rules"	The Rules Governing the Listing of Securities on the Stock
	Exchange
"PRC"	The People's Republic of China (excluding Hong Kong, Macau
	Special Administrative Region and Taiwan)
"RMB"	Renminbi, the lawful currency of the PRC
"Shareholder(s)"	Holder(s) of share(s) of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Tencent"	Tencent Holdings Limited, a company incorporated in the
	Cayman Islands with limited liability, whose shares are listed
	on the Main Board of the Stock Exchange (Stock Code:00700)
"Tencent Shares"	the ordinary shares of Tencent
"%"	per cent

By Order of the Board

Sunwah Kingsway Capital Holdings Limited

Vincent Wai Shun Lai

Company Secretary

Hong Kong, 9 April 2021

As at the date of this announcement, the directors of the Company are Jonathan Koon Shum Choi as Chairman, Michael Koon Ming Choi as Chief Executive Officer & Executive Director, Janice Wing Kum Kwan and Lee G. Lam as Non-Executive Directors, Robert Tsai To Sze, Elizabeth Law and Huanfei Guan as Independent Non-Executive Directors.

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