TORONTO, April 30, 2021 /CNW/ - Sunwah International Limited (the "Company") announces that it has mailed to registered shareholders of the Company (the "Shareholders") notice of, and materials for, a special general meeting to be held at 7th Floor, Tower One, Lippo Centre, 89 Queensway, Hong Kong on Friday, May 28, 2021 at 10:00 a.m. (Hong Kong time) (the "Meeting").  The Company has also filed a copy of the meeting materials on SEDAR and can be found under the Company's profile at www.sedar.com.

Sunwah International Limited (CNW Group/Sunwah International Limited)

The purpose of the Meeting is to consider and to vote upon matters in connection with a going private transaction (the "Going Private Transaction") by way of a share consolidation (the "Consolidation") and compulsory purchase pursuant to the terms and conditions of an agreement (the "Agreement") dated February 27, 2021 between the Company and Sun Wah Capital Limited ("Sun Wah Capital"), as previously announced by the Company in a news release dated February 27, 2021.

In order to complete the Going Private Transaction, as contemplated in the Agreement, the Company is required to complete certain pre-Consolidation transactions, including amending the Bye-Laws (the "Pre-Consolidation Amendment") to allow shareholders holding shares in a street name through a nominee, such as a bank or broker, to be treated in the same manner as Shareholders whose shares are registered in their own names and, in certain circumstances, such as with the Going Private Transaction, to give Shareholders an enforceable right that is substantially equivalent to the appraisal remedy provided for in section 190 of the Canada Business Corporations Act, among other things.

At the Meeting, Shareholders entitled to vote at the Meeting will be asked to approve an ordinary resolution authorizing the Pre-Consolidation Amendment (the "Pre-Consolidation Amendment Resolution") that must be passed by a majority of the votes cast by Shareholders present in person or represented by proxy at the Meeting.  Shareholders at the Meeting will also be asked to approve an ordinary resolution authorizing the Consolidation (the "Consolidation Resolution") that must be passed by a majority of votes cast by Shareholders present in person or represented by proxy at the Meeting.

As part of the Going Private Transaction, the Company has applied to have its shares voluntarily de-listed from the Toronto Stock Exchange (the "TSX") after the completion of the Consolidation and the compulsory purchase by the Company of all issued and outstanding shares held by Shareholders, other than Sun Wah Capital, at a price of CAN$0.30 per share (the "Purchase").  With the Purchase constituting a near term liquidity event for Shareholders, the TSX does not require shareholder approval for the voluntary de-listing.  If the Pre-Consolidation Amendment Resolution and the Consolidation Resolution are passed, it is expected that the Going Private Transaction will be completed in the first two weeks of June 2021 and the de-listing date would be expected in mid-June 2021.  The Company also intends to apply to the applicable Canadian securities regulatory authorities to cease to be a reporting issuer in each province in which it is currently a reporting issuer after the completion of the Going Private Transaction.

The Company has mailed to Shareholders a notice of the Meeting, a form of proxy and a management information circular of the Company for the Meeting (the "Circular") containing important information relating to the Going Private Transaction, including the reasons why the Board (excluding Dr. Jonathan Koon Shum Choi and Mr. Michael Koon Ming Choi who abstained as interested directors) is recommending that Shareholders vote FOR the Pre-Consolidation Amendment Resolution and FOR the Consolidation Resolution.  The Special Committee composed of independent directors of the Company was constituted to review and negotiate the terms and conditions of the Going Private Transaction and recommended that the Board approve the Going Private Transaction based, in part, upon a valuation and a fairness opinion (together, the "Valuation and Fairness Opinion") provided by Evans & Evans, Inc., the financial advisor to the Special Committee, who was of the opinion that, as at February 26, 2021, the terms of the Going Private Transaction are fair, from a financial point of view, to the minority shareholders.  A copy of the Valuation and Fairness Opinion is attached as a schedule to the Circular.  Shareholders are urged to read the Circular carefully and in its entirety.  If Shareholders are in doubt as to how to deal with the matters described in the materials, Shareholders should consult their respective professional advisors.

The Company has included in its mailing to Shareholders a letter of transmittal that provides information concerning the procedure Shareholders must follow in order to receive their cash entitlement if the Going Private Transaction is completed.  Shareholders with addresses in China (including Hong Kong) and the British Virgin Islands will need to return their respective letter of transmittal to the Company, and Shareholders with addresses outside of China (including Hong Kong) and the British Virgin Islands will need to return their letter of transmittal to Computershare Trust Company of Canada, who is acting as depositary agent.

Trading of the Company's shares on the TSX will not be voluntarily halted at least three business days prior to the Meeting, which is a change from the Company's previous news release dated February 27, 2021.  The Company cautions Shareholders and others considering trading in the shares of the Company that the completion of the Going Private Transaction remains subject to a number of conditions including, but not limited to, receipt of all regulatory and shareholder approvals.  The completion of the Going Private Transaction is subject to the satisfaction of certain other closing conditions customary in a transaction of this nature.

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.  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 privatization using the proposed method, the Company is able to obtain the necessary regulatory and shareholder approvals, the parties are able to satisfy or waive, if waiver is possible, the conditions to completing the transaction, the de-listing of the Company's shares from the TSX, and the Company ceasing to be a reporting issuer.  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 necessary regulatory and shareholder approvals are not obtained, 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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