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

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

新威 國際控 股有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock code: 58)

PROPOSALS FOR

1. RE-ELECTIONOF THE DIRECTORS;

II. GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES;

AND

NOTICE OF ANNUAL GENERAL MEETING

Capitalised terms used in this cover page shall have the same meanings as those defined in this circular.

1. 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

19 April 2021

			CONTENTS
				Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
1.	Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	Proposed Re-election of the Directors . . . . . . . . . . . . . . . . . . .	4
3.	Proposed General Mandates to Issue and to Repurchase Shares . . . . . . . . .	4
4.	AGM .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I	-	Biographical Details of the Re-electing Directors . . . . . . . . . .	I-1
Appendix II	-	Explanatory Statement . . . . . . . . . . . . . . . . . . . .	II-1
AGM Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	AGM-1

DEFINITIONS

In this circular, the following words and expressions shall have the following meanings unless the context requires otherwise:

"AGM"	the 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
"AGM Notice"	notice convening the AGM as set out on pages AGM-1 to AGM-5
	of this circular
"Board"	board of Directors or a duly authorised committee thereof for the
	time being
"Business Day"	any day (excluding Saturday, Sunday, public holiday and any day
	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"	the bye-laws of the Company
"close associates"	has the meaning ascribed thereto under the Listing Rules
"Companies Act"	the Companies Act 1981 of Bermuda (as amended)
"Company"	Sunway International Holdings Limited, a company incorporated
	in Bermuda with limited liability and the issued Shares are listed
	on the Main Board of the Stock Exchange
"Director(s)"	director(s) of the Company for the time being and from time to
	time
"General Mandates"	the Share Issue Mandate and the Share Repurchase Mandate
"Hong Kong"	the Hong Kong Special Administrative Region of the People's
	Republic of China
"Latest Practicable Date"	14 April 2021, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained in this circular

1

	DEFINITIONS
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange
"Ordinary Resolution(s)"	the proposed ordinary resolution(s) as referred to in the AGM
	Notice
"PRC"	the People's Republic of China which, for the purpose of this
	circular, excludes Hong Kong, the Macau Special Administrative
	Region of the People's Republic of China and Taiwan
"Registrar"	Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's
	Road East, Hong Kong, the Hong Kong branch share registrar of
	the Company
"Resolutions"	the Ordinary Resolutions
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
"Shares"	ordinary shares of HK$0.10 each in the share capital of the
	Company
"Share Issue Mandate"	the proposed general mandate to be granted to the Directors to
	permit the allotment and issue of new Shares equal in aggregate
	up to a maximum of 20% of the aggregate number of shares of
	the Company in issue as at the date of passing of the relevant
	resolution granting such mandate
"Share Repurchase Mandate"	the proposed general mandate to be granted to the Directors to
	permit the repurchase of Shares of up to a maximum of 10% of
	the aggregate number of shares of the Company in issue as at the
	date of passing of the relevant Ordinary Resolution granting such
	mandate
"Shareholder(s)"	holder(s) of Shares, as the case may be
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	the Hong Kong Code on Takeovers and Mergers
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong
"%"	per cent

2

LETTER FROM THE BOARD

SUNWAY INTERNATIONAL HOLDINGS LIMITED

新威 國際控 股有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock code: 58)

Executive Directors:	Registered office:
Mr. Fok Po Tin (Chairman)	Clarendon House
Mr. Li Chongyang	2 Church Street
Mr. Law Chun Choi	Hamilton HM 11
	Bermuda
Non-executive Director:
Mr. Lum Pak Sum	Principal place of business
	in Hong Kong:
Independent Non-executive Directors:	3/F, Mandarin Commercial House
Mr. Choi Pun Lap	38 Morrison Hill Road
Mr. Yu Shui Sang Bernard	Wanchai, Hong Kong
Mr. Chan Sung Wai
	19 April 2021
To the Shareholders
Dear Sir/Madam,

PROPOSALS FOR

1. RE-ELECTIONOF THE DIRECTORS;

II. GENERAL MANDATES TO ISSUE AND TO REPURCHASE SHARES;

AND

NOTICE OF ANNUAL GENERAL MEETING

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

3

LETTER FROM THE BOARD

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:

1. the conclusion of the next annual general meeting of the Company;
2. 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
3. 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

At the AGM, Resolutions will be proposed to:

1. re-electMr. Law Chun Choi as an executive Director;
2. re-electMr. Lum Pak Sum as a non-executive Director;
3. re-electMr. Choi Pun Lap as an independent non-executive Director;
4. re-electMr. Yu Shui Sang Bernard as an independent non-executive Director;
5. grant the Share Issue Mandate to the Directors;
6. grant the Share Repurchase Mandate to the Directors; and
7. 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,

For and on behalf of the Board

Law Chun Choi

Executive Director and Company Secretary

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

APPENDIX II	EXPLANATORY STATEMENT

This appendix serves as an explanatory statement, as required by the Listing Rules, to provide certain information to you for your consideration of the Share Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, there was a total of 179,600,000 Shares in issue.

Subject to the passing of the resolution granting the Share Repurchase Mandate and on the basis that no further Shares are issued or repurchased following the Latest Practicable Date and up to the date of the AGM, the Company will be allowed to repurchase a maximum of 17,960,000 Shares during the period ending on the earliest of the conclusion of the next annual general meeting of the Company or the expiration of the period within which the next annual general meeting of the Company is required by any applicable law of Bermuda or the Bye-Laws to be held or when revoked or varied by an ordinary resolution of the Shareholders in general meeting.

2. REASONS FOR REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to seek the Share Repurchase Mandate from the Shareholders. Such repurchase may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or earnings per Share and will only be made when the Directors believe that such repurchase will benefit the Company and the Shareholders.

3. FUNDING OF REPURCHASES

Repurchases made pursuant to the Share Repurchase Mandate would be funded out of funds legally available for the purpose in accordance with the Company's memorandum of association, the Bye-Laws and the applicable laws and regulations of Bermuda.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited consolidated financial statements contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Share Repurchase Mandate were to be carried out in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Share Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact 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.

II-1

APPENDIX II	EXPLANATORY STATEMENT

4. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange during the 12 months preceding the Latest Practicable Date:

	Per Share
	Highest	Lowest
Month	trading price	trading price
	HK$	HK$
2020
April*	0.490	0.460
May*	0.480	0.470
June	0.480	0.350
July	0.410	0.315
August	0.425	0.305
September	0.405	0.325
October	0.350	0.275
November	0.315	0.219
December	0.370	0.217
2021
January	0.375	0.265
February	0.380	0.265
March	0.385	0.295
April (up to and including the Latest Practicable Date)	0.375	0.360

• Trading in the Shares has been halted for the period from 28 April 2020 to 27 May 2020.

5. GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any

of their close associates, has any present intention to sell any Shares to the Company, if the Share Repurchase Mandate is approved by the Shareholders.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will only exercise the Share Repurchase Mandate in accordance with the Listing Rules, the applicable laws and regulations of Hong Kong and Bermuda and the Company's memorandum of association and the Bye-Laws.

The Company has not been notified by any core connected person (as defined in the Listing Rules) that such a person has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Share Repurchase Mandate is approved by the Shareholders.

II-2

APPENDIX II	EXPLANATORY STATEMENT

If, as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders' interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge of the Directors, the following Shareholders are interested in 5% or more of the issued Shares as recorded in the register of interests in shares and short positions of the Company under Section 336(1) of Part XV of the SFO:

		Number of	Approximate
		Share	% of
Name	Capacity	held	interest held
Wealthy Port Holdings Limited	Beneficial owner	73,693,706	41.03%
(Note 1)
Business Century Investments	Beneficial owner	12,224,966	6.81%
Limited (Note 2)
Everun Oil Co., Limited (Note 3)	Beneficial owner	17,316,200	9.64%

Notes:

1. Wealthy Port Holdings Limited is wholly-owned by Mr. Chim Sai Yau, Oscar.
2. Business Century Investments Limited is wholly-owned by Ms. Xie Guilin.
3. Everun Oil Co., Limited is wholly-owned by Mr. Chen Jingan.

The Directors are currently not aware of any consequences which will arise under the Takeovers Code as a result of any repurchase made under the Share Repurchase Mandate.

Currently, the Directors have no intention to exercise the Share Repurchase Mandate to the extent that it will trigger the obligation under Rule 26 of the Takeovers Code to make a mandatory offer nor to such extent as to reduce the amount of Shares held by the public to less than 25%.

6. SHARE REPURCHASES MADE BY THE COMPANY

The Company has not purchased any of the Shares (whether on the Stock Exchange or otherwise) during the six months ended immediately preceding the Latest Practicable Date.

II-3

AGM NOTICE

SUNWAY INTERNATIONAL HOLDINGS LIMITED

新威 國際控 股有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock code: 58)

NOTICE IS HEREBY GIVEN that the annual general meeting of Sunway International Holdings Limited (the "Company") will 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 (as defined in Note

1. below) after Friday, 21 May 2021 or any adjournment (the "AGM") for the following purposes:
   ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated financial statements of the Company, the report of the directors of the Company (individually, a "Director" and collectively, the "Directors") and the independent auditor's (the "Auditor") report of the Company for the year ended 31 December 2020.

2.	(a)	(i)	To re-elect Mr. Law Chun Choi as an executive director of the Company.
		(ii)	To re-elect Mr. Lum Pak Sum as a non-executive director of the Company.
		(iii)	To re-elect Mr. Choi Pun Lap as an independent non-executive director of the
			Company.
		(iv)	To re-elect Mr. Yu Shui Sang Bernard as an independent non-executive
			director of the Company.
	(b)	To authorise the board of directors of the Company to fix the remuneration of the
		directors of the Company.

• For identification purposes only

AGM-1

AGM NOTICE

1. To re-appoint the Auditor and to authorise the Board to fix the remuneration of the Auditor.
2. To consider and, if thought fit, pass with or without modification, the following resolutions as ordinary resolutions:
3. 1. "THAT
   2. 1. subject to paragraph (iii) of this resolution, the exercise by the Directors during the Relevant Period (as defined in paragraph (iv)(aa) of this resolution) of all the powers of the Company to allot, issue and deal with additional shares of HK$0.10 each in the capital of the Company (the "Share") or securities convertible into Shares, or option, warrants or similar rights to subscribe for any Shares, 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;
      2. the approval in paragraph (i) of this resolution shall be in addition to any other authorisations given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which might require the exercise of such powers after the end of the Relevant Period;
      3. the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (i) of this resolution, otherwise than pursuant to (aa) a Rights Issue (as defined in paragraph (iv)(bb) of this resolution); or (bb) an exercise of any option granted under any share option scheme (as defined in paragraph (iv)(cc) of this resolution); or (cc) any scrip dividend or other similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company (the "Bye-Laws"); or (dd) an exercise of rights of subscription or conversion under terms of any warrants issued by the Company or any securities which are convertible into Shares, shall not exceed 20 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

AGM-2

AGM NOTICE

1. for the purpose of this resolution:
2. 1. "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
   2. 1. the conclusion of the next annual general meeting of the Company;
      2. 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 other applicable law of Bermuda to be held; and
      3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders of the Company (the "Shareholders") in general meeting.
   3. "Rights Issue" means an offer of Shares or other equity securities of the Company open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members on a fixed record date in proportion to their then holdings of such Shares or class thereof (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside the Hong Kong Special Administrative Region of the People's Republic of China applicable to the Company).
   4. "share option scheme" means a share option scheme or similar arrangement for the time being, as varied from time to time, adopted for the grant or issue to officers and/or employees of the Company and/or any of its subsidiaries and/or other eligible persons of rights to acquire Shares."

AGM-3

AGM NOTICE

1. "THAT
2. 1. 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;
   2. 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
   3. for the purpose of this resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
   4. 1. the conclusion of the next annual general meeting of the Company;
      2. 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
      3. 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."
3. "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

Law Chun Choi

Executive Director and Company Secretary

Hong Kong, 19 April 2021

AGM-4

AGM NOTICE

Notes:

1. Business Day means any day (excluding Saturday, Sunday, public holiday and any day on which "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.
2. A member entitled to attend and vote at the AGM is entitled to appoint another person as his/her proxy to attend and vote instead of him/her. A member who is the holder of two or more Shares may appoint more than one proxy to attend and vote on his/her behalf. A proxy needs not be a member of the Company.
3. In order to be valid, the proxy form completed in accordance with the instructions set out therein, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power of attorney, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Tengis Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the AGM (or any adjournment thereof).
4. In the case of joint holders of any Share, any one of such joint holders may vote at the AGM, either in person or by proxy, in respect of such Share as if he/she were solely entitled thereto, but if more than one of such joint holders be present at the meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint registered holders and for this purpose seniority shall be determined by the order in which the names stand in the register of members in respect of the joint holding.
5. The register of members of the Company will be closed from 17 May 2021 to 21 May 2021, both days inclusive, during which period no transfer of Shares will be effected in order to determine the entitlement to attend and vote at the annual general meeting of the Company. In order to ensure that the Shareholders are entitled to attend and vote at the Meeting, all transfer documents, together with the relevant share certificates, should be lodged with the Company's branch share registrar in Hong Kong, Tricor Tengis Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on 14 May 2021 for such purpose.
6. An explanatory statement regarding the general mandate for the purchase of Shares sought in resolution 4(b) (as set out in the AGM Notice) is set out in appendix II to the circular of the Company dated 19 April 2021 to the Shareholders of which this notice forms part.
7. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM should you so wish and in such event the proxy form shall be deemed to be revoked.

As at the date of this announcement, the Board comprises three executive Directors, namely, Mr. Fok Po Tin, 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.

AGM-5

AGM NOTICE

PRECAUTIONARY MEASURES FOR ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 pandemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the AGM to be held at 3:00 p.m. on Friday, 21 May 2021 to protect the attending Shareholders of the Company, staff and other stakeholders from the risk of infection:

1. compulsory body temperature checks will be conducted on every Shareholder, proxy and attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.5 degrees Celsius may be denied entry into the AGM venue or be required to leave the AGM venue;
2. the Company requests attendees to wear surgical face masks inside the AGM venue at all times;
3. no refreshments or drinks will be served; and
4. designated seating arrangement will be made so as to ensure appropriate social distancing.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In the interest of all stakeholders' health and safety and be consistent with recent COVID-19 guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using forms of proxy with voting instructions inserted, Shareholders may appoint the Chairman of the AGM as their proxy to vote on the resolution at the AGM instead of attending the AGM in person.

AGM-6