Sunwah International Announces Lock-Up Agreement and Insider Bid

TORONTO, Dec. 11, 2014 /CNW/ - Sunwah International Limited (TSX:SWH) ("Sunwah"), an Asian based financial services firm, announces that it has been informed by Perfect Dream Holdings Ltd. (the "Offeror"), a British Virgin Islands company jointly owned by Dr. Jonathan Koon Shum Choi and Mr. Michael Koon Ming Choi, that the Offeror has entered into a binding lock-up agreement (the "Lock-Up Agreement") with each of Mr. Paul Lam and Ms. Erica Lam (together, the "locked-up shareholders") pursuant to which the locked up shareholders have agreed to tender their shares under an offer to be made to all Sunwah shareholders by the Offeror. The Offeror has informed Sunwah that the Offeror will make an offer to all Sunwah shareholders to acquire Sunwah shares at a price of CAN$0.20 per share, and is proceeding to make an offer to all shareholders because, at an acquisition price of CAN$0.20 per share, any transaction involving the locked-up shareholders would not qualify as an exempt take over bid. The locked-up shareholders own, in the aggregate, 17,363,526 shares, representing approximately 18.6% of the issued and outstanding shares of Sunwah (the "Shares"). Each of Dr. Choi and Mr. Choi is a director of Sunwah and Dr. Choi is also the Chairman of the Board. Dr. Choi and Mr. Choi are joint actors and between them they own or control, directly and indirectly, 61,816,247 Shares representing approximately 66.4% of the issued and outstanding share capital of Sunwah.

It is expected that the Offeror will make a take-over bid for all of the Shares not already owned or controlled, directly or indirectly, by the Offeror at a price of CAN$0.20 per Share (the "Proposed Offer"). The Proposed Offer will be subject to customary conditions for a transaction of this type.  The Offeror also informed Sunwah that upon completion of the Proposed Offer, the Offeror will take all reasonable commercial steps for Sunwah to maintain its listing on the Toronto Stock Exchange ("TSX") including compliance with the TSX's market value and public distribution requirements such as through a secondary offering of Sunwah shares or supporting a primary offering of shares by Sunwah. There is no assurance that Sunwah will be in compliance with market value and public distribution requirements of the TSX and no assurance that the Offeror or Sunwah will be able to take remedial action to comply with such requirements and, therefore, it is possible that Sunwah may be delisted from the TSX shortly upon completion of the Proposed Offer.  Pursuant to the terms of the Lock-Up Agreement, the locked-up shareholders have agreed to deposit all of their respective Shares under the Proposed Offer.

The Offeror has also informed Sunwah that it does not intend to effect a second step going private transaction or to acquire Shares on a compulsory basis.

The Proposed Offer, when made, will constitute an "insider bid" within the meaning of Multilateral Instrument 61-101 - Protection of Minority Shareholders in Special Transactions of the Canadian Securities Administrators ("MI 61-101").  The board of directors of Sunwah has established an independent committee (the "Independent Committee") consisting of Mr. Robert Fung, the sole independent director under MI 61-101 for determining the valuator and for supervising the preparation of the valuation. The board of directors has also established a separate independent committee (the "Special Committee") consisting of Mr. Robert Fung, Ms. Elizabeth Law and Dr. Lee Lam, each of whom is an independent director for purposes of considering the Proposed Offer. In compliance with MI 61-101, the Independent Committee has arranged on behalf of the Offeror for a valuation and fairness opinion to be prepared by Evans & Evans, Inc., which the Offeror will include in its take-over bid circular.  The Independent Committee will supervise the preparation of the valuation and fairness opinion and will use its best efforts to ensure that the valuation and fairness opinion is completed and provided to the Offeror in a timely manner.

Complete details of the Proposed Offer will be included in the take-over bid circular, which is expected to be delivered by the Offeror to Sunwah's shareholders within the next 30 days, together with a directors' circular that will set out Sunwah board of director's recommendations to the shareholders in respect of the Proposed Offer.  Once mailed, the take-over bid circular and the directors' circular will be available on SEDAR at www.sedar.com.

Sunwah shareholders will have a minimum of 35 days after the Offeror has filed a take-over bid circular to respond to the offer ("Expiry Time").  Therefore, the Special Committee urges Sunwah shareholders not to deposit any Shares and not to take any actions with respect to the Proposed Offer until the Special Committee has completed its full review of the Proposed Offer and the Special Committee and Board have provided shareholders with a recommendation in respect to the Proposed Offer in a directors' circular.  Shareholders will be promptly notified of any recommendation through a news release and circular in accordance with applicable securities laws.

The Offeror also intends to extend the Expiry Time for an additional 10 days after all conditions of the Offer are satisfied (except those waived by the Offeror) and the Offeror announces its intention to immediately take-up and pay for the Shares deposited under the Offer.

About Sunwah International Limited

Sunwah International Limited (TSX: SWH) is a strategically positioned asset-based financial services provider, linking the global investment community with China's high growth economy.  Backed by prominent Hong Kong based conglomerate, Sunwah Group, a key element of the Company's growth strategy involves identifying and advancing select international opportunities that are poised to benefit from proliferating consumerism in China and development in key areas of Southeast Asia.  Sunwah is uniquely positioned to capitalize on this demand and the global economic changes stemming from this shift, leveraging a 24-year track record and an extensive relationship/strategic investor network throughout Asia.  Sunwah operates from six offices located in Hong Kong, Beijing, Shanghai, Shenzhen, Macau and Toronto.

The organization's primary Hong Kong-based subsidiary, Sunwah Kingsway Capital Holdings Limited, is listed on the Stock Exchange of Hong Kong under the stock code 188.  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.

Founded in 1990, Sunwah is listed on the Toronto Stock Exchange under the symbol SWH.

This press release contains forward-looking statements which reflect Sunwah's current expectations regarding future events.  The forward-looking statements, such as those relating to the Proposed Offer to be made by the Offeror or the response by Sunwah's directors to such Proposed Offer or any remedial actions necessary to maintain Sunwah's TSX listing and reporting issuer status, involve risks and uncertainties, such as the risk that no Proposed Offer is made or a Proposed Offer is made under different terms and conditions or a Proposed Offer is not completed or that upon completion of the Proposed Offer, Sunwah may not be in compliance with TSX listing requirements and insufficient remedial action is taken resulting in Sunwah being delisted.  Actual results could differ materially from those projected herein.  Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our expectations will materialize.

SOURCE: Sunwah International Limited

Kristen Humphrey, Sunwah International Limited, [phone], [email protected]