Sunwah International : Announces SGM Voting Results

TORONTO, May 28, 2021 /CNW/ - Sunwah International Limited, TSX: SWH (the "Company"), a Hong Kong based investment firm, announces the voting results from its Special General Meeting ("SGM") of shareholders held on May 28, 2021.

Shareholders holding 85,994,797 shares of the Company were represented at the SGM in person or by proxy, representing 92.33% of the issued and outstanding shares of the Company.

The Company reports the following voting results obtained at the SGM:

1. The Pre-Consolidation Amendment Resolution, which authorizes the amendment to the Bye-Laws as set out in the information circular for the SGM (the "Circular"):

2. The Consolidation Resolution, which authorizes the consolidation of the issued and outstanding share capital of the Company on the basis of one post-consolidation share for every 36,000,000 pre-consolidation shares as set out in further detail in the Circular:

The approval of the Pre-Consolidation Amendment Resolution and the Consolidation Resolution is in furtherance of the privatization transaction (the "Transaction") that was announced by the Company on February 27, 2021 and April 30, 2021.  The Transaction involves a share consolidation and compulsory purchase pursuant to the terms and conditions of the agreement dated February 27, 2021 between the Company and Sun Wah Capital Limited.  Dr. Jonathan Koon Shum Choi, a director and Chairman of the Board of the Company, and his brother, Mr. Michael Koon Ming Choi, a director and Chief Executive Officer of the Company, owns, respectively, 82.5% and 17.5% of Sun Wah Capital Limited.  Dr. Jonathan Koon Shum Choi and Mr. Michael Koon Ming Choi also, directly and indirectly, owns or controls, including through Sun Wah Capital, an aggregate of 85,143,679 common shares representing approximately 91.41% of the Company's outstanding common shares.

As previously announced, the Transaction will be effected by way of a 36,000,000-to-1 share consolidation of all of the issued and outstanding common shares of the Company.  Following the share consolidation, the Company will purchase for cancellation all of the common shares held by shareholders who holds less than one whole post-consolidation share.  Shareholders holding fractional shares, including shareholders holding fractional shares through CDS & Co. or other nominees, following the share consolidation, will be entitled to receive a cash payment of CAN$0.30 for each pre-consolidation common share upon purchase by the Company of such fractional post-consolidated common shares.  As a result, upon completion of the Transaction, only Sun Wah Capital will remain as a shareholder of the Company.

The Company will be making further announcements with respect to the share consolidation and purchase of the common shares.

About Sunwah International Limited

Sunwah International Limited is an investment firm and a member of Sunwah Group, one of Hong Kong's most prominent multi-national conglomerates.  The Company's current primary investment interest, Hong Kong based Sunwah Kingsway Capital Holdings Limited, is listed on the Stock Exchange of Hong Kong under the stock code 00188.  Sunwah Kingsway is licensed to provide a range of financial solutions in Hong Kong and abroad that include award-winning brokerage services and innovative corporate finance offerings.

Leveraging the expansive relationship network and strategic strengths of Sunwah Group, the Company is now also focused on the food and beverage industry following the acquisition of HFL Limited, which operates a premium Chinese seafood restaurant in Hong Kong.

Forward-Looking Statements

This news release contains forward-looking statements and information that are based on the beliefs of management and reflect the Company's current expectations.  When used in this news release, the words "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may" or "should" and the negative of these words or such variations thereon or comparable terminology are intended to identify forward-looking statements and information.  The forward-looking statements and information in this news release includes information relating to the completion of the going private transaction including the share consolidation and the purchase of common shares.  The forward-looking information is based on certain assumptions, which could change materially in the future, including the assumption that the Company is able to effect the Transaction.  Such statements and information reflect the current view of the Company with respect to risks and uncertainties that may cause actual results to differ materially from those contemplated in those forward-looking statements and information.  By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements, or other future events, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements.  Such factors include, among others, the risk that the conditions to completing the transaction may not be met, or the transaction may be terminated or renegotiated on different terms.  These and other risks are further described under "Risk Factors" in the Company's Annual Information Form dated September 24, 2020, which is available on SEDAR and may be accessed at www.sedar.com.  When relying on the Company's forward-looking statements and information to make decisions, investors and others should carefully consider the foregoing factors and other uncertainties and potential events.  The Company has assumed a certain progression, which may not be realized.  It has also assumed that the material factors referred to above will not cause such forward-looking statements and information to differ materially from actual results or events.  However, the list of these factors is not exhaustive and is subject to change and there can be no assurance that such assumptions will reflect the actual outcome of such items or factors.

THE FORWARD-LOOKING INFORMATION CONTAINED IN THIS NEWS RELEASE REPRESENTS THE EXPECTATIONS OF THE COMPANY AS OF THE DATE OF THIS NEWS RELEASE AND, ACCORDINGLY, IS SUBJECT TO CHANGE AFTER SUCH DATE.  READERS SHOULD NOT PLACE UNDUE IMPORTANCE ON FORWARD-LOOKING INFORMATION AND SHOULD NOT RELY UPON THIS INFORMATION AS OF ANY OTHER DATE.  WHILE THE COMPANY MAY ELECT TO, IT DOES NOT UNDERTAKE TO UPDATE THIS INFORMATION AT ANY PARTICULAR TIME EXCEPT AS REQUIRED IN ACCORDANCE WITH APPLICABLE SECURITIES LEGISLATION.

SOURCE Sunwah International Limited

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