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China Technology Industry Group Limited Proxy Solicitation & Information Statement 2012

Oct 4, 2012

51273_rns_2012-10-04_f66058b1-3326-49eb-bb91-cbe1f68f3aac.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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CHINA TECHNOLOGY SOLAR POWER HOLDINGS LIMITED 中科光電控股有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8111)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (“Meeting”) of China Technology Solar Power Holdings Limited (“Company”) will be held at Horizon Room, 7th Floor, Metropark Hotel Causeway Bay Hong Kong, 148 Tung Lo Wan Road, Causeway Bay, Hong Kong at 11:00 a.m. on 21 October 2012 for the purpose of considering and, if thought fit, with or without modifications, passing the following resolution as an ordinary resolution of the Company:

ORDINARY RESOLUTION

“THAT

  • (a) the disposal agreement (“Disposal Agreement”) dated 6 September 2012 entered into by China Technology Solar Power Holdings Limited (a wholly-owned subsidiary of the Company) as vendor (“Vendor”) and 青海省綠色發電集團有限公司 (unofficial English translation being Qinghai Green Power Generation Group Ltd.) as purchaser (“Purchaser”) in relation to the disposal of the entire equity interest in Qinghai Baike Solar Power Co., Ltd* (青海百科光電有限責任公司) by the Vendor to the Purchaser at a consideration of RMB46,800,000 (subject to deduction as provided for in the Disposal Agreement) (as described in the circular of the Company dated 5 October 2012 (“Circular”), a copy of which marked “A” and initialed by the chairman of the meeting for identification purpose has been tabled at the meeting) be and are hereby confirmed, approved and ratified; and

  • (b) all transactions contemplated under the Disposal Agreement be and are hereby approved and the directors of the Company (“Directors”) or a duly authorised committee of the board of Directors be and are/is hereby authorised to do all such acts and things (including, without limitation, signing, executing (under hand or under seal), perfecting and delivery of all agreements, documents and instruments on behalf of the Company) which are in their

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opinion necessary, appropriate, desirable or expedient to implement or to give effect to the terms of the Disposal Agreement and all transactions contemplated thereunder and all other matters incidental thereto or in connection therewith and to agree to and make such variation, amendment and waiver of any of the matters relating thereto or in connection therewith that are, in the opinion of the Directors, not material to the terms of the Disposal Agreement and all transactions contemplated thereunder and are in the interests of the Company and its shareholders as a whole.”

By Order of the Board China Technology Solar Power Holdings Limited Chiu Tung Ping Chairman and executive Director

Hong Kong, 5 October 2012

Registered Office: Principal place of business in Hong Kong: Cricket Square Room 1104, SUP Tower Hutchins Drive 75 King’s Road P.O. Box 2681 Hong Kong Grand Cayman KY1-1111 Cayman Islands

As at the date of this notice, the directors of the Company are as follows:

Executive Directors: Chiu Tung Ping (Chairman) Yuen Hing Lan Hou Hsiao Bing Hou Hsiao Wen Hu Xin Independent non-executive Directors: Tam Kam Biu, William Zhou Jing Yang Guocai

Notes:

  1. A member of the Company entitled to attend and vote at the extraordinary general meeting convened by the above notice is entitled to appoint one or more proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his/her behalf. A proxy need not be a member of the Company but must be present in person at the extraordinary general meeting to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

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  3. In order to be valid, the form of proxy must be deposited together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority, at the principal office of the Company in Hong Kong at Room 1104, SUP Tower, 75 King’s Road, Hong Kong not less than 48 hours before the time for holding the meeting or adjourned meeting. Completion and return of a form of proxy will not preclude a shareholder of the Company from attending in person and voting at the extraordinary general meeting or any adjournment thereof, should he so wish.

  4. Completion and return of an instrument appointing a proxy should not preclude a shareholder of the Company from attending and voting in person at the meeting convened and in such event, the instrument appointing a proxy shall be deemed to be revoked.

  5. As required under the Rules Governing the Listing of Securities on the Growth Enterprise Market of The Stock Exchange of Hong Kong Limited, the resolution will be decided by way of a poll.

This notice, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market (“GEM”) of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this notice is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this notice misleading.

This notice will remain on the “Latest Company Announcements” page of the GEM website at www.hkgem.com for at least 7 days from the date of its publication.

  • For identification purpose only

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