Sunway International : RIGHTS ISSUE ON THE BASIS OF ONE RIGHTS SHARE FOR EVERY TWO EXISTING SHARES IN ISSUE AND HELD ON THE RECORD DATE AND CLOSURE OF REGISTER OF MEMBERS (in PDF)

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

SUNWAY INTERNATIONAL HOLDINGS LIMITED อ۾਷ყછٰϞࠢʮ̡*

(Incorporated in Bermuda with limited liability)

(Stock code: 58)

RIGHTS ISSUE

ON THE BASIS OF ONE RIGHTS SHARE FOR

EVERY TWO EXISTING SHARES

IN ISSUE AND HELD ON THE RECORD DATE

AND

CLOSURE OF REGISTER OF MEMBERS

Financial adviser to the Company

Underwriter to the Rights Issue

RIGHTS ISSUE

On 13 November 2018 (after trading hours), the Company entered into the Underwriting Agreement with the Underwriter with respect to the Rights Issue.

The Company will implement the Rights Issue on the basis of one (1) Rights Share for every two (2) existing Shares in issue and held on the Record Date by issuing not less than 312,068,162 Rights Shares (assuming there is no changes in the issued share capital of the Company from the date of this announcement up to and including the Record Date) and not more than 324,008,162 Rights Shares (assuming all the Share Options having been exercised in full, but there is no other changes in the issued share capital of the Company from the date of this announcement up to and including the Record Date), at the Subscription Price of HK$0.13 per Rights Share.

The Rights Issue will only be available to the Qualifying Shareholders and will not be extended to the Non-Qualifying Shareholders. Fractional entitlements to the Rights Shares will be disregarded and not be issued to the Qualifying Shareholders. Any fractional entitlements to the Rights Shares will be aggregated and will be made available for excess application by the Qualifying Shareholders under the Excess Application Forms.

The gross proceeds from the Rights Issue will be not less than approximately HK$41 million (assuming there is no changes in the issued share capital of the Company from the date of this announcement up to and including the Record Date) and not more than approximately HK$42 million (assuming all the Share Options having been exercised in full, but there is no other changes in the issued share capital of the Company from the date of this announcement up to and including the Record Date). The net proceeds from the Rights Issue after deducting all relevant expenses are estimated to be not less than approximately HK$38 million (assuming there is no changes in the issued share capital of the Company from the date of this announcement up to and including the Record Date) and not more than approximately HK$40 million (assuming all the Share Options having been exercised in full, but there is no other changes in the issued share capital of the Company from the date of this announcement up to and including the Record Date). Details of the use of proceeds are set out in the section headed "Reasons for the Rights Issue and use of proceeds" in this announcement.

THE UNDERWRITING AGREEMENT AND THE IRREVOCABLE UNDERTAKING

The Underwriter has agreed pursuant to the Underwriting Agreement to underwrite the Underwritten Shares on a fully underwritten basis in an aggregate of not less than 151,751,746 Rights Shares at the Subscription Price (assuming there is no changes in the issued share capital of the Company from the date of this announcement up to and including the Record Date) and not more than 162,241,746 Rights Shares (assuming all the Share Options having been exercised in full, but there is no other changes in the issued share capital of the Company from the date of this announcement up to and including the Record Date), being the total number of Rights Shares under the Rights Issue excluding the Rights Shares subject to the Irrevocable Undertakings.

The Company will pay to Kingston Securities an underwriting commission of 2.5% of the Subscription Price in respect of the maximum number of the Underwritten Shares to be underwritten by Kingston Securities. Details of the major terms and conditions of the Underwriting Agreement are set out in the section headed "The Underwriting Agreement" in this announcement.

Business Century and Ms. Xie have provided irrevocable undertakings to the Company and Kingston Securities, among other things, to subscribe, and/or procure its nominee(s) to subscribe, for a maximum of 161,766,416 Rights Shares through acceptance of the provisional entitlement in respect of the Shares beneficially held by Business Century and by way of application for excess Rights Shares provisionally allotted to Qualifying Shareholders but not accepted. Details of such undertaking are set out in the section headed "The Irrevocable Undertakings" in this announcement.

IMPLICATIONS UNDER THE LISTING RULES

Given that the Rights Issue will increase the issued share capital and the market capitalisation of the Company by not more than 50% within the 12-month period immediately preceding the date of this announcement, the Rights Issue is not conditional on approval by the Shareholders pursuant to Rule 7.19A of the Listing Rules.

GENERAL

The Company will apply to the Listing Committee for the listing of, and permission to deal in, the Rights Shares in both their nil-paid and fully-paid forms. The Company will despatch the Prospectus Documents to each Qualifying Shareholder and the Prospectus to each Non-Qualifying Shareholder (if any), for their information only, on or about Thursday, 6 December 2018.

WARNING OF THE RISKS OF DEALING IN SHARES AND NIL-PAID RIGHTS SHARES

Shareholders and potential investors of the Company should note that the Rights Issue is conditional upon the Underwriting Agreement having become unconditional and the Underwriter not having terminated the Underwriting Agreement in accordance with the terms thereof. Please refer to the paragraphs headed "Conditions of the Underwriting Agreement" and "Termination of the Underwriting Agreement" under the section headed "The Underwriting Agreement" in this announcement for details of the conditions and grounds of termination of the Underwriting Agreement, respectively. Accordingly, the Rights Issue may or may not proceed.

The Shares are expected to be dealt in on an ex-rights basis from Tuesday, 27 November 2018. Dealings in the Rights Shares in nil-paid form are expected to take place from Monday, 10 December 2018 to Monday, 17 December 2018 (both days inclusive).

Any Shareholder or potential investor who is in any doubt about his/her/its position or any action to be taken is recommended to consult his/her/its own professional adviser(s). Any Shareholder or other person dealing in the Shares from the date of this announcement up to the date on which all the conditions of the Rights Issue are fulfilled or waived (as appropriate) (which is expected to be on Friday, 28 December 2018), and any dealings in the Rights Shares in their nil-paid form from Monday, 10 December 2018 to Monday, 17 December 2018 (both days inclusive) will accordingly bear the risk that the Rights Issue cannot become unconditional and may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the Shares.

POSSIBLE ADJUSTMENT TO THE SHARE OPTIONS

As a result of the Rights Issue, it is expected that the exercise prices, and/or the number of Shares, of the outstanding Share Options will be adjusted in accordance with the terms and conditions of the Share Option Scheme. The Company will engage the Company's auditors, Zhonghui ANDA CPA Limited, to review and determine the relevant adjustments and make further announcements on the appropriate adjustments and the date they are expected to take effect in due course.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Thursday, 29 November 2018 to Wednesday, 5 December 2018 (both dates inclusive) for determining the entitlements to the Rights Issue. No transfer of Shares will be registered during this period.

THE RIGHTS ISSUE

On 13 November 2018 (after trading hours), the Company entered into the Underwriting Agreement with the Underwriter with respect to the Rights Issue.

The Company will implement the Rights Issue on the basis of one (1) Rights Share for every two (2) existing Shares in issue and held on the Record Date by issuing not less than 312,068,162 Rights Shares (assuming there is no changes in the issued share capital of the Company from the date of this announcement up to and including the Record Date) and not more than 324,008,162 Rights Shares (assuming all the Share Options having been exercised in full, but there is no other changes in the issued share capital of the Company from the date of this announcement up to and including the Record Date), at the Subscription Price of HK$0.13 per Rights Share.

The Rights Issue (excluding the Rights Shares subject to the Irrevocable Undertakings) is fully underwritten by the Underwriter. No controlling Shareholder (as defined under the Listing Rules) or Substantial Shareholder of the Company acts as an underwriter of the Rights Issue.

Further details of the Rights Issue are set out below:

Rights Issue statistics

Basis of Rights Issue:

One (1) Rights Share for every two (2) existing Shares in issue and held on the Record Date

Subscription Price:

HK$0.13 per Rights Share

Number of Shares in issue as at the date of this announcement:

624,136,324 Shares

Number of Rights Shares:Not less than 312,068,162 Rights Shares (assuming there is no changes in the issued share capital of the Company from the date of this announcement up to and including the Record Date) and not more than 324,008,162 Rights Shares (assuming all the Share Options having been exercised in full, but there is no other changes in the issued share capital of the Company from the date of this announcement up to and including the Record Date)