Sunwah Kingsway Capital : PROPOSED SHARE CONSOLIDATION; PROPOSED CHANGE IN BOARD LOT SIZE; AND PROPOSED ADOPTION OF THE NEW SHARE OPTION SCHEME

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)

PROPOSED SHARE CONSOLIDATION;

PROPOSED CHANGE IN BOARD LOT SIZE;

AND

PROPOSED ADOPTION OF THE NEW SHARE OPTION SCHEME

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every ten (10) issued and unissued Existing Shares be consolidated into one (1) Consolidated Share. The Share Consolidation is conditional upon, among other things, the approval of the Shareholders at the SGM.

PROPOSED CHANGE IN BOARD LOT SIZE

As at the date of this announcement, the Existing Shares are traded on the Stock Exchange in board lot size of 10,000 Existing Shares. The Board proposes to change the board lot size for trading on the Stock Exchange from 10,000 Existing Shares to 5,000 Consolidated Shares conditional upon the Share Consolidation becoming effective.

PROPOSED ADOPTION OF THE NEW SHARE OPTION SCHEME

As the 2010 Share Option Scheme will expire on 9 November 2020, the Board proposes the adoption of the New Share Option Scheme so as to be able to continue providing incentives or rewards to the Participants thereunder for their contributions to the success of the Group.

The New Share Option Scheme will constitute a share option scheme under Chapter 17 of the Listing Rules. The New Share Option Scheme is conditional upon (i) the approval of the Shareholders at the SGM; and (ii) the Listing Committee of the Stock Exchange granting the approval of the listing of, and permission to deal in, the Shares which fall to be issued by the Company pursuant to the exercise of any share options under the New Share Option Scheme.

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GENERAL

The SGM will be convened for the Shareholders to consider and, if thought fit, approve the Share Consolidation and the adoption of the New Share Option Scheme. A circular containing, among other things, details of the Share Consolidation, the Change in Board Lot Size and the adoption of the New Share Option Scheme (including the principal terms of the New Share Option Scheme) and the notice of the SGM and form of proxy, is expected to be despatched to the Shareholders on or before 20 October 2020. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholder is required to abstain from voting on the resolutions to be proposed at the SGM.

The Shareholders and potential investors should note that the Share Consolidation is conditional upon satisfaction of the conditions as set out in the paragraph headed "Conditions of the Share Consolidation" below in this announcement and the Change in Board Lot Size is conditional upon the Share Consolidation becoming effective. It should also be noted that the adoption of the New Share Option Scheme is conditional upon the satisfaction of the conditions as set out in the paragraph headed "Conditions of the adoption of the New Share Option Scheme" below in this announcement. Accordingly, the Share Consolidation, the Change in Board Lot Size and the adoption of the New Share Option Scheme may or may not proceed.

The Shareholders and potential investors are advised to exercise caution when dealing in the Shares. If they are in any doubt, they should consult their professional advisers.

PROPOSED SHARE CONSOLIDATION

The Board proposes to implement the Share Consolidation on the basis that every ten (10) issued and unissued Existing Shares be consolidated into one (1) Consolidated Share.

Conditions of the Share Consolidation

The Share Consolidation is conditional upon the following conditions:

1. the passing of an ordinary resolution by the Shareholders to approve the Share Consolidation at the SGM;
2. the compliance with all relevant procedures and requirements under the laws of Bermuda (where applicable) and the Listing Rules to effect the Share Consolidation; and
3. the Listing Committee of the Stock Exchange granting approval for the listing of, and permission to deal in, the Consolidated Shares.

Subject to the satisfaction of all of the above conditions, it is expected that the Share Consolidation will become effective on Thursday, 26 November 2020, being the second Business Day immediately after the date of the SGM.

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Effects of the Share Consolidation

As at the date of this announcement, the authorized share capital of the Company was HK$1,000,000,000.00 divided into 100,000,000,000 Existing Shares with a par value of HK$0.01 each, and 7,127,614,962 Existing Shares had been allotted and issued.

Upon the Share Consolidation becoming effective:

1. on the assumption that there shall be no change in the authorized share capital of the Company from the date of this announcement until the effective date of the Share Consolidation, the authorized share capital of the Company will become HK$1,000,000,000.00 divided into 10,000,000,000 Consolidated Shares with a par value of HK$0.10 each;
2. on the assumption that no further Existing Shares shall be allotted, issued or repurchased from the date of this announcement until the effective date of the Share Consolidation, 712,761,496 Consolidated Shares will be in issue, which are fully paid or credited as fully paid; and
3. the Consolidated Shares shall rank pari passu in all respects with each other in accordance with the memorandum of association of the Company and the Bye-laws.

Other than the expenses to be incurred in relation to the Share Consolidation, the implementation thereof will not alter the underlying assets, business operations, management or financial position of the Company or the proportionate interests or rights of the Shareholders, save for any fractional Consolidated Shares to which the Shareholders would otherwise be entitled.

Listing application

An application will be made by the Company to the Listing Committee of the Stock Exchange for the listing of, and the permission to deal in, the Consolidated Shares upon the Share Consolidation becoming effective.

Subject to the granting of approval by the Listing Committee of the Stock Exchange of the listing of, and permission to deal in, the Consolidated Shares on the Stock Exchange upon the Share Consolidation becoming effective, as well as compliance with the stock admission requirements of the HKSCC, the Consolidated Shares will be accepted as eligible securities by the HKSCC for deposit, clearance and settlement in CCASS with effect from the commencement date of dealings in the Consolidated Shares on the Stock Exchange or such other date as determined by the HKSCC. Settlement of transactions between participants of the Stock Exchange on any trading day is required to take place in CCASS on the second settlement day thereafter. All activities under CCASS are subject to the General Rules of CCASS and CCASS Operational Procedures in effect from time to time. All necessary arrangements will be made for the Consolidated Shares to be admitted into CCASS established and operated by the HKSCC.

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None of the Existing Shares is listed or dealt in on any other stock exchange, and at the time when the Share Consolidation becomes effective, the Consolidated Shares in issue will not be listed or dealt in on any other stock exchange other than the Stock Exchange. No such aforesaid listing or permission to deal is being or is proposed to be sought.

Fractional entitlement to the Consolidated Shares

Fractional Consolidated Shares, if any, arising from the Share Consolidation, will be disregarded and will not be issued to the Shareholders. In lieu of issuing fractional Consolidated Shares to the Shareholders so entitled, all such fractional Consolidated Shares will be aggregated and, if possible, sold for the benefit of the Company. Fractional Consolidated Shares would only arise in respect of the entire shareholding of a holder of the Existing Shares regardless of the number of share certificates held by such holder.

Arrangement in relation to the trading of odd lots

In order to alleviate the difficulties in the trading of the Consolidated Shares due to the odd lots brought about by the Share Consolidation, the Company will appoint a securities firm as an agent to provide the Shareholders with a matching service, whereby such Shareholders may acquire odd lots of the Consolidated Shares to make up a full board lot, or dispose of their holding of odd lots of the Consolidated Shares. Details of the arrangement in relation to the trading of odd lots will be set out in the circular of the Company which is expected to be despatched to the Shareholders on or before 20 October 2020.

Holders of odd lots of the Consolidated Shares should note that the agent as referred to above will only provide the aforesaid matching service on a best efforts basis. As a result, the matching of the sale and purchase of odd lots of the Consolidated Shares is not guaranteed. Should any Shareholders be in any doubt about the above arrangement in relation to the trading of odd lots, it is recommended that they consult their own professional advisers.

Exchange of share certificates

Subject to the Share Consolidation becoming effective, the date of which is currently expected to be Thursday, 26 November 2020, being the second Business Day immediately after the date of the SGM, the Shareholders may, during the period from Thursday, 26 November 2020 to Tuesday, 5 January 2021 (both days inclusive), submit Existing Share Certificates in the color of blue to the Company's branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited, at Shops 1712- 1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, to exchange for New Share Certificates in the color of purple at the expense of the Company, subject to its business hours.

Thereafter, the Existing Share Certificates will be accepted for exchange only upon payment of a fee of HK$2.50 (or such other amount as may from time to time be specified by the Stock Exchange) by the Shareholders for each Existing Share Certificate submitted for cancellation or each New Share Certificate issued, whichever the number of share certificates cancelled/issued is higher.

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Subject to and upon the Share Consolidation becoming effective, after 4:10 p.m. on Tuesday, 5 January 2021, Existing Share Certificates will remain effective as documents of title and may be exchanged for New Share Certificates at any time but will not be accepted for delivery, trading and settlement purposes.

Adjustments in relation to other securities of the Company

As at the date of this announcement, the Company had no other outstanding options, warrants or other securities in issue which are convertible into or giving rights to subscribe for, convert or exchange into, any Shares.

PROPOSED CHANGE IN BOARD LOT SIZE

As at the date of this announcement, the Existing Shares were traded on the Stock Exchange in the board lot size of 10,000 Existing Shares. The Board proposed to change the board lot size for trading on the Stock Exchange from 10,000 Existing Shares to 5,000 Consolidated Shares conditional upon the Share Consolidation becoming effective.

Based on the closing price of HK$0.045 per Existing Share (equivalent to the theoretical closing price of HK$0.45 per Consolidated Share) as at the date of this announcement, (i) the value of each existing board lot of Existing Shares is HK$450; (ii) the value of each board lot of 10,000 Consolidated Shares would be HK$4,500 on the assumption that the Share Consolidation becomes effective; and (iii) the estimated value per board lot of 5,000 Consolidated Shares would be HK$2,250 on the assumption that the Change in Board Lot Size had also become effective.

The Change in Board Lot Size will not result in change in the relative rights of the Shareholders.

Reasons for the Share Consolidation and the Change in Board Lot Size

Pursuant to Rule 13.64 of the Listing Rules, where the market price of the securities of an issuer approaches the extremities of HK$0.01 or HK$9,995.00, the issuer may be required either to change the trading method or to proceed with a consolidation or splitting of its securities. Reference is also made to the "Guide on Trading Arrangements for Selected Types of Corporate Actions" issued by the Hong Kong Exchanges and Clearing Limited on 28 November 2008 and updated on 30 August 2019 (the "Guide"), which provides that the expected value per board lot should be greater than HK$2,000 taking into account the minimum transaction costs for a securities trade.

Based on the closing price of HK$0.045 per Existing Share as at the date of this announcement and the existing board lot of 10,000 Existing Shares, the Board resolved to propose the Share Consolidation and the Change in Board Lot Size, resulting in, theoretically, HK$0.45 per Consolidated Share and HK$2,250 per board lot of 5,000 Consolidated Shares, which would be in compliance with the requirements regarding trading arrangements as specified under the Guide.

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The Share Consolidation is expected to bring about a corresponding upward adjustment in the trading price per Consolidated Share on the Stock Exchange. The Board considers that the Share Consolidation can allow for a reasonable margin above the extremity of HK$0.1 per share as set forth under the Guide. The Board is also of the view that the Change in Board Lot Size may result in higher liquidity of the Consolidated Shares and broaden the Company's shareholder base, and will help reduce the number of odd lot shares created per new board lot compared to the other board lot size options.

In view of the above reasons, the Board considers that the Share Consolidation and the Change in Board Lot Size are justifiable notwithstanding the potential costs and the impact arising from the creation of odd lots to the Shareholders. Accordingly, the Board is of the view that the Share Consolidation is beneficial to and in the interests of the Company and the Shareholders as a whole.

As at the date of this announcement, the Company has no intention to carry out other corporate actions in the next 12 months which may have an effect of undermining or negating the intended purpose of the Share Consolidation, and the Company does not have any concrete plan to conduct any fundraising activities in the next 12 months.

EXPECTED TIMETABLE

The expected timetable for the implementation of the Share Consolidation and the Change in Board Lot Size is as follows:

Event	Time and date
	2020
	(unless specified otherwise)

Despatch of the Company's circular

with notice of SGM and form of proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Tuesday, 20 October

Latest time for lodging transfer documents of the Existing Shares in order to qualify

for attending and voting at the SGM . . . . . . . . . . . . . . . . . . . . 4:30 p.m. on Wednesday, 18 November

Closure of register of members for

the entitlement to attend and vote at the SGM. . . . . . . . . . . . . . . . . . . From Thursday, 19 November to Tuesday, 24 November (both days inclusive)

Latest time and date for lodging forms of proxy for the SGM (not less than 48 hours prior to

the time of SGM) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Sunday, 22 November

Date and time of the SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10:30 a.m. on Tuesday, 24 November

Publication of announcement of poll results of the SGM . . . . . . . . . . . . . . . . . . . Tuesday, 24 November

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The following events are conditional on the fulfillment of the conditions of the Share Consolidation and the Change in Board Lot Size:

Expected effective date of the Share Consolidation. . . . . . . . . . . . . . . . . . . . . . . Thursday, 26 November

First day for free exchange of Existing Share Certificates for

New Share Certificates . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 26 November

Dealings in the Consolidated Shares commence . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 26 November

Original counter for trading in the Existing Shares in board lots of 10,000 Existing Shares (in the form of Existing Share

Certificates) temporarily closes . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 26 November

Temporary counter for trading in the Consolidated Shares in board lots of 1,000 Consolidated Shares (in the form of Existing Share

Certificates) opens. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 26 November

Original counter for trading in the Consolidated Shares in board lots of 5,000 Consolidated Shares (in the form of New Share

Certificates) re-opens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 10 December

Parallel trading in the Consolidated Shares (in the form of New Share Certificates

and Existing Share Certificates) commences . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 10 December

Designated broker starts to stand in the market to provide matching services for odd lots

of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9:00 a.m. on Thursday, 10 December

Temporary counter for trading in the Consolidated Shares in board lots of 1,000 Consolidated Shares (in the form of Existing Share Certificates)

closes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:10 p.m. on Thursday, 31 December

Parallel trading in the Consolidated Shares (in the form of New Share Certificates and

Existing Share Certificates) ends. . . . . . . . . . . . . . . . . . . . . . . . 12:10 p.m. on Thursday, 31 December

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Designated broker ceases to stand in the market to provide matching services for odd lots

of the Consolidated Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12:10 p.m. on Thursday, 31 December

Last day for free exchange of Existing Share Certificates for

New Share Certificates for the Consolidated Shares . . . . . . . . . . . . . . . . . . . . Tuesday, 5 January 2021

All times and dates in this timetable refer to Hong Kong local times and dates. The Shareholders should note that the dates and deadlines specified in this announcement for events in the expected timetable for the Share Consolidation are subject to the satisfaction of all the conditions of the Share Consolidation, including but not limited to the approval of the Share Consolidation by the Shareholders at the SGM, and are therefore for indicative purposes only.

In the event that any special circumstances arise, the Board may extend, or make adjustments to, the expected timetable if it considers appropriate. Any extension or adjustment to the expected timetable will be published or notified to the Shareholders and the Stock Exchange as and when appropriate.

PROPOSED ADOPTION OF THE NEW SHARE OPTION SCHEME

As the 2010 Share Option Scheme will expire on 9 November 2020, the Board proposes the adoption of the New Share Option Scheme so as to be able to continue providing incentives or rewards to the Participants thereunder for their contributions to the success of the Group.

The New Share Option Scheme will constitute a share option scheme under Chapter 17 of the Listing Rules. The purpose of the New Share Option Scheme is to provide the Participants with the opportunity to acquire proprietary interests in the Company and to encourage the Participants to work towards enhancing the value of the Company and its Shares for the benefit of the Company and its Shareholders as a whole.

Conditions of the adoption of the New Share Option Scheme

1. the passing of an ordinary resolution to approve and adopt the New Share Option Scheme by the Shareholders at the SGM and to authorize the Board to grant the share options thereunder and to allot and issue the Shares pursuant to the exercise of any share options under the New Share Option Scheme; and
2. the Listing Committee of the Stock Exchange granting the approval of the listing of, and permission to deal in, the Shares which fall to be issued by the Company pursuant to the exercise of any share options under the New Share Option Scheme.

The principal terms of the New Share Option Scheme will be set out in the circular of the Company referred to below.

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GENERAL

The SGM will be convened for the Shareholders to consider and, if thought fit, approve the Share Consolidation and the adoption of the New Share Option Scheme. A circular containing, among other things, details of the Share Consolidation, the Change in Board Lot Size and the adoption of the New Share Option Scheme (including the principal terms of the New Share Option Scheme), together with the notice of the SGM and form of proxy, is expected to be despatched to the Shareholders on or before 20 October 2020. To the best of the Directors' knowledge, information and belief having made all reasonable enquiries, no Shareholders are required to abstain from voting on the resolutions to be proposed at the SGM.

The Shareholders and potential investors should note that the Share Consolidation is conditional upon satisfaction of the conditions as set out in the paragraph headed "Conditions of the Share Consolidation" above in this announcement and the Change in Board Lot Size is conditional upon the Share Consolidation becoming effective. It should also be noted that the adoption of the New Share Option Scheme is conditional upon the satisfaction of the conditions as set out in the paragraph headed "Conditions of the adoption of the New Share Option Scheme" above in this announcement. Accordingly, the Share Consolidation, the Change in Board Lot Size and the adoption of the New Share Option Scheme may or may not proceed.

The Shareholders and potential investors are advised to exercise caution when dealing in the Shares. If they are in any doubt, they should consult their professional advisers.

DEFINITIONS
"2010 Share Option Scheme"	the share option scheme of the Company adopted on 10 November
	2010
"Board"	the board of Directors of the Company
"Business Day"	has the meaning ascribed to it under the Listing Rules
"Bye-laws"	bye-laws of the Company
"CCASS"	Central Clearing and Settlement System established and operated by
	the HKSCC
"Change in Board Lot Size"	the proposed change in board lot size of the Shares for trading on the
	Stock Exchange from 10,000 Existing Shares to 5,000 Consolidated
	Shares
"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

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"Consolidated Share(s)"	ordinary share(s) of HK$0.10 each in the share capital of the Company
	immediately after the Share Consolidation becoming effective
"Director(s)"	the director(s) of the Company
"Existing Share(s)"	ordinary share(s) of HK$0.01 each in the share capital of the Company
	prior to the Share Consolidation becoming effective
"Existing Share Certificate(s)"	share certificate(s) for the Existing Shares
"Group"	the Company and its subsidiaries
"HKSCC"	Hong Kong Securities Clearing Company Limited
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"Hong Kong"	the Hong Kong Special Administrative Region of the People's Republic
	of China
"Listing Rules"	Rules Governing the Listing of Securities on the Stock Exchange
"New Share Certificate(s)"	share certificate(s) for the Consolidated Shares
"New Share Option Scheme"	the new share option scheme proposed to be adopted by the Company
	at the SGM
"Participants"	the Directors (including executive Directors, non-executive Directors
	and independent non-executive Directors) and employees of any
	member of the Group and any advisers, consultants, distributors,
	contractors, contract manufacturers, suppliers, agents, customers,
	business partners, joint venture business partners, service providers
	of any member of the Group as determined by the Board, in its sole
	discretion, from time to time to have contributed or will contribute to
	the Group
"SGM"	the special general meeting of the Company to be held at 7/F., Tower
	One, Lippo Centre, 89 Queensway, Hong Kong on Tuesday, 24
	November 2020 at 10:30 a.m.
"Shareholder(s)"	holder(s) of the Shares
"Share(s)"	Existing Share(s) or Consolidated Share(s), as the case may be

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"Share Consolidation"	the proposed consolidation of every ten (10) issued and unissued
	Existing Shares into one (1) Consolidated Share
"Stock Exchange"	The Stock Exchange of Hong Kong Limited

By Order of the Board

Sunwah Kingsway Capital Holdings Limited

Vincent Wai Shun Lai

Company Secretary

Hong Kong, 18 September 2020

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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