Sunwah International Limited Controlling Shareholder Announces Acquisition of Shares

TORONTO, March 2, 2015 /CNW/ - Dr. Jonathan Koon Shum Choi ("Dr. Choi") of Hong Kong, China announces that he and his joint actor, Mr. Michael Koon Ming Choi, through their jointly owned British Virgin Islands company, Perfect Dream Holdings Ltd. ("Perfect Dream"), have made an offer to acquire all of the issued and outstanding common shares (the "Shares") of Sunwah International Limited (the "Issuer") (other than the Shares already beneficially owned or controlled by Dr. Choi and/or Mr. Michael Koon Ming Choi) at a price of $0.20 per Share (the "Offer").  Full details of the Offer are set out in the formal offer and takeover bid circular dated January 19, 2015, which was mailed to the Issuer's shareholders and is available on SEDAR at www.sedar.com.

On February 26, 2015, pursuant to the Offer, and subject to its terms and conditions, Perfect Dream has taken up 23,306,571 Shares that were validly deposited under the Offer, which represent approximately 25% of the issued and outstanding Shares, and will pay $0.20 in cash for each such Share.  The total issued and outstanding number of Shares of the Issuer is reported to be 93,139,927 ("Total Issued Shares").  The 23,306,571 Shares taken-up by Perfect Dream include the 17,363,526 Shares, representing approximately 18.6% of the Total Issued Shares, that were validly deposited by Mr. Paul Lam and Ms. Erica Lam, both of whom had entered into lock-up agreements with Perfect Dream.

The purpose of the Offer is to enable Perfect Dream to acquire, on the terms and conditions of the Offer, the Shares validly deposited under the Offer.  Perfect Dream has extended the Offer until 5:00 p.m. (Toronto time) on March 9, 2015 to enable the Issuer's shareholders who have not yet deposited their Shares to accept the Offer.

Perfect Dream, Dr. Choi and Mr. Michael Koon Ming Choi intend to maintain the listing and reporting status of the Issuer while complying with the applicable rules of the Toronto Stock Exchange (the "TSX").  Perfect Dream, Dr. Choi and Mr. Michael Koon Ming Choi will use reasonable commercial efforts to support the Issuer in complying with market value and public distribution requirements of the TSX in order to maintain the Issuer's listing on the TSX.  There is no assurance that the Issuer will be in compliance with market value and public distribution requirements of the TSX and also no assurance that Perfect Dream, Dr. Choi and Mr. Michael Koon Ming Choi or the Issuer will be able to take remedial action to comply with such requirements and, therefore, it is possible that the Issuer may be delisted from the TSX shortly upon completion of the extended Offer.

Dr. Choi beneficially owns or controls, directly or indirectly, an aggregate of 85,003,881 Shares, representing approximately 91.3% of the Total Issued Shares.  Of the 85,003,881 Shares beneficially owned or controlled, directly or indirectly, by Dr. Choi, 23,306,571 Shares are held in the name of Perfect Dream, 36,966,159 Shares are held in the name of Sun Wah Capital Limited and 14,078,055 Shares are held in the name of Scarlet Red Limited.  Dr. Choi has a 50% interest in Perfect Dream and he controls both Sun Wah Capital Limited and Scarlet Red Limited.  The remaining 10,653,096 Shares are owned directly by Dr. Choi.  Mr. Michael Koon Ming Choi is related to Dr. Choi and both of them are directors of the Issuer.  Other than the 23,306,571 Shares held in the name of Perfect Dream, in which Dr. Choi and Mr. Michael Koon Ming Choi each holds a 50% interest, Mr. Michael Koon Ming Choi also beneficially owns or controls, directly or indirectly, 118,937 Shares, representing approximately 0.13% of the Total Issued Shares.  Dr. Choi and Mr. Michael Koon Ming Choi beneficially own or control, directly and/or indirectly, an aggregate of 85,122,818 Shares, representing approximately 91.4% of the Total Issued Shares.  After completion of the Offer, Dr. Choi and Mr. Michael Koon Ming Choi intend to dissolve Perfect Dream and to distribute half of the Shares held by Perfect Dream to each of Dr. Choi and Mr. Michael Koon Ming Choi.  There is no assurance that such a dissolution and distribution will be implemented.

This news release is issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which also require a report to be filed with regulatory authorities in each of the jurisdictions containing additional information with respect to the foregoing matters (the "Early Warning Report").  A copy of the Early Warning Report will appear with the Issuer's documents on the SEDAR website, at www.sedar.com.  A copy of the Early Warning Report may also be obtained by contacting Vincent Lai at [phone].

This news release contains forward-looking statements which reflect Dr. Choi's current expectations regarding future events.  The forward-looking statements, such as those relating to the Offer or the listing and reporting status of the Issuer and any remedial action relating thereto, involve risks and uncertainties.  There is no assurance that the Issuer will be in compliance with market value and public distribution requirements of the TSX and no assurance that Dr. Choi or Perfect Dream or the Issuer will be able to take remedial action to comply with such requirements and, therefore, it is possible that the Issuer may be delisted from the TSX shortly upon completion of the Offer.  Actual results could differ materially from those projected herein.  Although Dr. Choi believes that his expectations are based on reasonable assumptions, he can give no assurance that his expectations will materialize.

SOURCE Dr. Jonathan Koon Shum Choi

please contact: Kristen Humphrey, Sunwah International Limited, [phone], [email protected].