Kingsway International Holdings Limited Announces Proposed Completion for the
Amendments to its Issued Convertible Debentures

HONG KONG, Dec. 21 /CNW/ - Kingsway International Holdings Limited (the "Company") (TSX: KIH), an Asian-based financial services firm, announces that it has received TSX conditional approval for the proposed amendments to the terms and conditions of its convertible redeemable unsecured debentures that were issued on September 19, 2008.  The Company proposes to complete the amendment on or around December 31, 2010.

As previously announced by the Company on December 8, 2010, the convertible debentures were originally issued for an aggregate principal amount of $7,500,000 bearing an interest rate of 9% per annum (payable semi-annually), maturing on September 19, 2011. Subsequent to its issuance the Company had redeemed a portion of the convertible debentures and $7,000,000 in principal amount remains outstanding as at the date hereof. The proposed amendments include the following: (1) reduction in interest rate from 9% to 1% per year; (2) extension of the maturity date from September 19, 2011 to September 19, 2013; (3) convertible into shares at the option of the holder at a conversion price of $0.55 per share (reduced from $0.80 per share); and (4) redeemable at the Company's option the principal amount of convertible debentures and accrued and unpaid interest convertible into shares at specified priced upon attainment of certain trading requirements.  The amendments will result in up to an additional 3,846,021 shares made issuable for a maximum total of 13,221,021 shares made issuable.

As Dr. Jonathan Koon Shum Choi and Mr. Michael Koon Ming Choi, both directors of the Company, hold convertible debentures (as described in the Company's announcement on December 8, 2010), if the amendment to the convertible debentures is completed, the Company would be carrying out a related party transaction under Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101").  The Company intends to rely on exemptions from the formal valuation and minority approval requirements for a related party transaction as set out in Section 5.5(a) and 5.7(a) of MI 61-101 as the fair market value of the expected number of shares issuable to insiders will not exceed 25% of the Company's market capitalization.  As the Company expects the amendments to the convertible debentures to be completed on or about December 31, 2010, there will be less than 21 days between the date of filing its material change report on SEDAR and the completion date of the amendment because the Company requires completion of the amendments prior to calendar year-end to satisfy working capital requirements and investments mandates in accordance with its annual business plan.

About Kingsway International Holdings Limited

The Company is a strategically positioned asset-based financial services provider, linking the global investment community with the PRC's high growth economy. The Kingsway Group is now positioned into three integrated divisions: Capital Markets Group, consisting of brokerage and financial services, including investment banking; Strategic Investment Group, a merchant bank focused on mining and natural resources; and an Asset Management Group specializing in private equity funds. The Kingsway Group's primary subsidiary, SW Kingsway Capital Holdings Limited ("SWK"), is based in Hong Kong and listed on The Stock Exchange of Hong Kong. The SWK group of companies comprises the Kingsway Group's primary operating subsidiaries and is licensed to provide a range of financial services. The Kingsway Group operates from five offices located in Hong Kong, Beijing, Shanghai, Shenzhen and Toronto.

China is widely recognized as an increasingly important player on the world's financial stage. As the country continues to grow, its greatest needs will lie in energy and resources. Following a recent restructuring, the Company is positioned as a middle tier provider of financial services in these sectors and an opportunistic investor in these and related sectors. The Kingsway Group's strategy is to use investment activities strategically to generate advisory services revenue while creating value for its shareholders through asset accumulation.

Leveraging a 20-year track record and significant relationships throughout Asia, the Company continues to operate as a China focused multi-discipline asset-based financial services firm, with a focus on natural resources, infrastructure and real estate.

Founded in 1990, the Company is listed on the main board of the Toronto Stock Exchange under the symbol KIH.

FORWARD-LOOKING STATEMENTS

This news release contains forward-looking statements that are based on the beliefs of management of the Company and reflect the Company's current expectations.  In certain cases, forward-looking information can be identified by the use of words such as "estimate", "project", "belief", "anticipate", "intend", "expect", "plan", "predict", "may", "should", "will", or variations of such words and phrases or state that certain actions, events or results "may", "could", "would", "might" or "will be taken", "occur" or "be achieved".

Forward-looking information contained in this news release includes information relating to the proposed amendments to the terms and conditions to the Debentures. Forward-looking information involves known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking information.  There can be no assurance that forward-looking information will prove to be accurate, as actual results and future events could differ materially from those anticipated in such statements.  Material factors or risks which could cause actual results or events to differ materially from a conclusion in such forward-looking information include the risks that the Company may not be able to obtain the necessary regulatory approvals.  The Company cautions that the foregoing list of material factors is not exhaustive and is subject to change.  For additional information with respect to certain of these and other factors, refer to the risk factors section of the Company's management's discussion and analysis dated September 20, 2010 for the periods ended June 30, 2010 filed with the Canadian securities regulators, which is available on SEDAR at www.sedar.com.  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 by law.

For further information:

In Toronto, please contact Gary Quedado, Kingsway Group, [phone] Ext. 0238, [email protected]

In Hong Kong, please contact Douglas Betts, Kingsway Group, (852) 2538-3938, [email protected]