Sunwah International Limited Controlling Shareholder Announces Insider Bid and Lock-up Agreement

HONG KONG, Dec. 16, 2014 /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"), intend to make an offer to acquire all of the outstanding common shares of Sunwah International Limited (the "Issuer") (not already owned or controlled by Dr. Choi or Mr. Michael Koon Ming Choi) at a price of $0.20 per share (the "Proposed Offer").  Full details of the Proposed Offer are expected to be set out in the formal offer and takeover bid circular, which is expected to be mailed to the Issuer's shareholders in early January 2015 and filed with applicable Canadian securities regulators, a copy of which is expected to be available on SEDAR at www.sedar.com.

On December 11, 2014, Perfect Dream entered into lock-up agreements with Paul Lam and Erica Lam pursuant to which Mr. Lam and Ms. Lam have agreed to tender their common shares of the Issuer under Perfect Dream's Proposed Offer to be made to all of the Issuer's shareholders at a price of $0.20 per share. Mr. Lam and Ms. Lam own, in the aggregate, 17,363,526 common shares, representing approximately 18.6% of the Total Issued Shares. The respective rights and obligations of Perfect Dream and of Mr. Lam and Ms. Lam under the lock-up agreements may be terminated (a) on the date that is mutually agreed; (b) by the locked-up shareholder, if Perfect Dream has not taken up and paid for the tendered common shares on or before 60 days after the mailing of the Proposed Offer; (c) by the locked-up shareholder, if the offer documents and the offer is not mailed within 60 days following the date of the lock-up agreement; or (d) by Perfect Dream, if there has been any breach or non-performance by the locked-up shareholder of a provision of the respective lock-up agreement, except to the extent that such breach or non-performance shall not, individually or in the aggregate, affect the ability of the locked-up shareholder to fulfil his or her obligations under the respective lock-up agreement.  The full text of the lock-up agreements are or will be available on SEDAR at www.sedar.com.

If the Proposed Offer is successful, Dr. Choi, Mr. Michael Koon Ming Choi and Perfect Dream intend to maintain the listing and reporting status of the Issuer while complying with the applicable rules of the Toronto Stock Exchange (the "TSX").  Dr. Choi, Mr. Michael Koon Ming Choi and Perfect Dream 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 no assurance that Dr. Choi, Mr. Michael Koon Ming Choi, 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 Proposed Offer.

Dr. Choi beneficially owns or controls, directly and indirectly, an aggregate of 61,697,310 common shares of the Issuer, representing approximately 66.2% of the total issued and outstanding common shares of the Issuer. The total issued and outstanding common shares of the Issuer is based on 93,139,927 ("Total Issued Shares").  Mr. Michael Koon Ming Choi is a joint actor of Dr. Choi.  Mr. Michael Koon Ming Choi is related to Dr. Choi and both of them are directors of the Issuer.  Mr. Michael Koon Ming Choi beneficially owns or controls, directly or indirectly, 118,937 common shares of the Issuer, representing approximately 0.13% of the Total Issued Shares.  Dr. Choi and Mr. Michael Koon Ming Choi beneficially own or control, directly and indirectly, an aggregate of 61,816,247 common shares of the Issuer, representing approximately 66.4% of the Total Issued Shares.

This press 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 press 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 Proposed Offer, the lock-up agreements 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 Proposed Offer or the lock-up agreements will be completed and 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 Proposed 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: Sun Wah Capital Limited

Vincent Lai at [phone]