Comtec Solar Systems Group Limited — AGM Information 2012

Jul 4, 2012

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about this circular, or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Sun East Technology (Holdings) Limited (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

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SUN EAST TECHNOLOGY (HOLDINGS) LIMITED 日東科技（控股）有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 00365)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS, PROPOSED AMENDMENTS TO THE BYE-LAWS OF THE COMPANY AND ADOPTION OF THE NEW BYE-LAWS AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Sun East Technology (Holdings) Limited to be held at 11 a.m. on 20 August 2012, Monday at Picasso Room B, Basement 1, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong is set out on pages 15 to page 31 of this circular.

Whether or not you intend to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event not later than forty-eight (48) hours before the time appointed for the holding of the meeting (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting (or any adjournment thereof) should you so desire.

* for identification purposes only

29 June 2012

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER **	FROM THE BOARD
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES . . . . . .	4
3.	RE-ELECTION OF RETIRING DIRECTORS . . . . . . . . . . . . . . . . . . . . . . .	5
4.	PROPOSED AMENDMENTS TO THE BYE-LAWS
	AND ADOPTION OF THE NEW BYE-LAWS . . . . . . . . . . . . . . . . . . . . .	5
5.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	FURTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX 1 – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . .		8
APPENDIX 2 – DETAILS OF RETIRING DIRECTORS PROPOSED
	FOR RE-ELECTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
**NOTICE **	OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

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DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the context requires otherwise:

“AGM” the annual general meeting of the Company to be held at Picasso Room B, Basement 1, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on 20 August 2012 at 11 a.m. (or any adjournment thereof);

• “AGM Notice” the notice convening the AGM as set out on pages 15 to 31 of this circular;

• “Associate” shall have the meaning ascribed to that term under the Listing Rules;

• “Board” the board of Directors or a duly authorized committee of the board of Directors;

“Bye-laws” Bye-laws of the Company, as amended from time to time;

• “Company” Sun East Technology (Holdings) Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Stock Exchange;

• “Companies Act” the Companies Act 1981 of Bermuda (as amended from time to time);

• “Directors” the directors of the Company for the time being;

• “Group” the Company and its subsidiaries;

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong;

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;

• “Latest Practicable Date” 29 June 2012, being the latest practicable date for ascertaining certain information for inclusion in this circular;

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;

• “Mind Seekers” Mind Seekers Investment Limited;

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DEFINITIONS

“New Bye-laws” The new bye-laws of the Company which consolidates all of the proposed amendments as set out in the AGM Notice and all previous amendments made pursuant to resolutions passed by the Shareholders at general meetings, which shall be adopted subject to the approval of the Shareholders by way of passing the requisite special resolutions of the 2012 Annual General Meeting; “Ordinary Resolutions” the proposed ordinary resolutions in the AGM Notice; “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time; “Share(s)” the ordinary share(s) of HK$0.10 each in the share capital of the Company; “Shareholder(s)” Holder(s) of the Shares, from time to time; “Special Resolution” the proposed special resolutions as set out in the AGM Notice; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “Substantial Shareholder(s)” shall have the same meaning ascribed to that term under the Listing Rules; “Takeovers Code” The Hong Kong Code on Takeovers and Mergers; and “%” per cent.

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LETTER FROM THE BOARD

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SUN EAST TECHNOLOGY (HOLDINGS) LIMITED 日東科技（控股）有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 00365)

Executive Directors: Mr. BUT Tin Fu (Chairman) Mr. BUT Tin Hing Mr. LEUNG Cheong (Chief Executive Officer) Mr. LEUNG Kuen, Ivan

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Independent Non-executive Directors: Mr. SEE Tak Wah Prof. XU Yang Sheng Mr. Li Wanshou

Principal Place of Business: Unit H, 1st Floor, Phase 4 Kwun Tong Industrial Centre Nos. 436-446 Kwun Tong Road Kwun Tong Kowloon Hong Kong 29 June 2012

To the Shareholders

Dear Sirs or Madams,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES,

RE-ELECTION OF RETIRING DIRECTORS, PROPOSED AMENDMENTS TO THE BYE-LAWS OF THE COMPANY AND ADOPTION OF THE NEW BYE-LAWS AND

NOTICE OF ANNUAL GENERAL MEETING

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with the AGM Notice and the information in respect of the resolutions which will be proposed at the forthcoming AGM to consider and, if thought fit, approve (i) the granting to the Directors of a general mandate to allot, issue and deal with Shares not exceeding 20% of aggregate nominal value of the issued share capital of the Company as at the date of passing of the relevant resolution; (ii) the granting to the Directors of a general mandate to repurchase up to 10% of

* for identification purposes only

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LETTER FROM THE BOARD

aggregate nominal value of the issued share capital of the Company as at the date of passing of the relevant resolution; (iii) the extension of the general mandate as set out in (i) above by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to and in accordance with the general mandate as set out in (ii) above; (iv) the re-election of retiring Directors; (v) the special resolution proposed to amend the Bye-laws and adopt of the New Bye-laws; and (vi) the re-appointment of auditors.

2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At AGM of the Company held on 20 August 2012, ordinary resolutions were passed by the Shareholders giving general and unconditional mandates to the Directors to issue and allot Shares and to exercise the powers of the Company to repurchase its own Shares in accordance with the Listing Rules. These general mandates will lapse at the conclusion of the AGM. It is therefore proposed to renew such general mandates at the AGM and the following ordinary resolutions will be proposed at the AGM:

• (i) to grant the Directors a general and unconditional mandate to allot, issue and otherwise deal with Shares not exceeding 20% of the aggregate nominal value of the issued share capital of the Company as at the date of passing the relevant ordinary resolution (“ Issue Mandate ”);

• (ii) to grant the Directors a general and unconditional mandate to repurchase Shares not exceeding 10% of the aggregate nominal value of the issued share capital of the Company as at the date of passing the relevant ordinary resolution (“ Repurchase Mandate ”); and

• (iii) to extend the Issue Mandate by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate (“ Extension Mandate ”).

As at the Latest Practicable Date, a total of 525,000,000 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued and/or repurchased by the Company prior to the AGM, the Company would be allowed to issue a maximum of 105,000,000 Shares representing 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the AGM.

The Issue Mandate, the Repurchase Mandate and the Extension Mandate will continue in force until the conclusion of the next AGM of the Company after the date of passing the relevant resolutions or any earlier date as referred to in resolutions numbered 4, 5 and 6 set out in the AGM Notice.

In accordance with the Listing Rules, and in particular the rules regulating repurchase of shares on the Stock Exchange, the Company is required to send to the Shareholders an explanatory statement containing all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to grant the Repurchase Mandate. This explanatory statement is set out in Appendix 1 to this circular.

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LETTER FROM THE BOARD

3. RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Bye-laws 87 and 88, at each annual general meeting one-third of the Directors shall retire from office by rotation. A retiring director shall be eligible for re-election. Mr. But Tin Hing, Mr. See Tak Wah, Prof. Xu Yang Sheng and Mr. Li Wanshou, being Directors retiring by rotation, shall retire and, being eligible, offer themselves for re-election at the AGM.

Details on the retiring Directors are set out in Appendix 2 to this circular.

4. PROPOSED AMENDMENTS TO THE BYE-LAWS AND ADOPTION OF THE NEW BYE-LAWS

The Stock Exchange has amended the Listing Rules relating to, among other things, the bye-laws or equivalent constitutional documents of listed issuers. The amendments to the Listing Rules came into effect on 1 January 2012 and on 1 April 2012. On 18 December 2011, the Companies Amendment (No. 2) Act 2011, which provides for significant amendments to the Companies Act, became operative. Accordingly, the Directors propose to seek the approval of the Shareholders by way of special resolutions for the amendments to the Bye-laws at the AGM, so as to bring the Bye-laws in line with amendments made to the Listing Rules and the Companies Act. Details of the amendments to the Bye-laws are set out in the AGM Notice.

The major effects of the proposed amendments to the Bye-laws are summarised as follows:

1. to introduce new code provision in the Corporate Governance Code as set out in Appendix 14 of the Listing Rules regarding the length of notice of general meetings;

2. all resolution at general meetings of the Company shall be decided by poll other than resolution which relates purely to a procedural or administrative matter as may be permitted under the Listing Rules to be voted on by a show of hands;

3. to require a physical board meeting in lieu of written resolutions where a Director or substantial shareholder has a conflict of interest in a matter to be considered by the Board which the Board has determined to be material;

4. to no longer permit a Director to disregard 5% interests when considering whether the Director has a material interest which would prevent him from forming part of the quorum or voting at board meeting;

5. to remove the requirement to have a Director appointed as a president or chairman and another Director appointed as vice president or deputy chairman which is no longer required by Bermuda law;

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LETTER FROM THE BOARD

1. subject to compliance with the rules and regulations of the designated stock exchange and any other relevant regulatory authority, to allow the Company to give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any Shares in the Company;

2. to simplify the solvency test by deleting references to the Company’s issued share capital and share premium accounts when considering whether dividends shall be paid or distribution made out of contributed surplus; and

3. to send the audited accounts to Shareholders at the same time as the notice of annual general meeting.

Details of the amendments to the Bye-laws are set out in the AGM Notice.

The proposed amendments to the Bye-laws and the proposed adoption of the New Bye-Laws, are subject to the approval of the Shareholders by way of passing of the requisite special resolutions at the AGM.

The legal adviser to the Company as to Hong Kong laws has confirmed that the proposed amendments comply with the requirements of the Listing Rules. The legal adviser to the Company as to Bermuda laws has confirmed that the proposed amendments do not violate the applicable laws of Bermuda. The Company confirms that there is nothing unusual about the proposed amendments for a Bermuda company listed on the Stock Exchange.

Shareholders are advised that the Bye-laws are available in English and Chinese. The Chinese translation of the Bye-laws is for reference only. In case of any inconsistency, the English version shall prevail.

5. AGM

The AGM Notice convening the AGM to be held on 20 August 2012 at 11 a.m. (or any adjournment thereof) at Picasso Room B, Basement 1, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong is set out on pages 15 to 31 of this circular at which resolutions will be proposed for the Shareholders to consider and, if thought fit, approve (i) the granting of the Issue Mandate; (ii) the granting of the Repurchase Mandate; (iii) the granting of the Extension Mandate; (iv) the re-election of retiring Directors; (v) the proposed to amend the Bye-laws and adopt the New Bye-laws; and (vi) the re-appointment of auditors.

A form of proxy for the AGM is enclosed herewith. Shareholders are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event not later than forty-eight (48) hours before the time appointed for the holding of the AGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the AGM (or any adjournment thereof) should he/she so desire.

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LETTER FROM THE BOARD

6. RESPONSIBILITY STATEMENT

This circular includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors collectively and individually accept full responsibility for the accuracy of the information contained in this circular and confirm, having made all reasonable enquiries, that to the best of their knowledge and belief, there are no other material facts not contained in this circular, the omission of which would make any statement in this circular misleading.

7. RECOMMENDATION

The Directors, including the independent non-executive Directors, are of the opinion that (i) the granting of the Issue Mandate to the Board; (ii) the granting of the Repurchase Mandate to the Board; (iii) the granting of the Extension Mandate to the Board; (iv) the re-election of retiring Directors; (v) the proposed to amend the Bye-laws and adopt the New Bye-laws and (vi) the re-appointment of auditors are in the best interests of the Company and the Shareholders as a whole. For the reasons stated above, the Directors recommend the Shareholders to vote in favour of all of the resolutions to be proposed at the AGM.

8. FURTHER INFORMATION

Your attention is drawn to Appendix 1 to this circular which provides an explanatory statement concerning the Repurchase Mandate and Appendix 2 which sets out details of the retiring Directors.

Yours faithfully, For and on behalf of the Board But Tin Fu Chairman

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EXPLANATORY STATEMENT

APPENDIX 1

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their own shares on the Stock Exchange subject to certain restrictions.

The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules to enable them to make an informed decision on whether to vote for or against the ordinary resolution in relation to the grant of the Repurchase Mandate to be proposed at the AGM.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 525,000,000 Shares.

Subject to the passing of the relevant ordinary resolution to approve the grant of the Repurchase Mandate and on the basis that no further Shares are issued, and no Shares are repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to purchase a maximum of 52,500,000 Shares, representing 10% of the issued share capital of the Company.

2. REASONS FOR SHARE REPURCHASES

The Directors believe that the grant of the Repurchase Mandate is in the best interests of the Company and the Shareholders as it will give the Company additional flexibility. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the Company’s securities and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

3. FUNDING AND IMPACT OF REPURCHASES

In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of association of the Company, the Bye-laws and the laws of Bermuda. The Directors presently proposed that any Shares repurchased under the Repurchase Mandate would be funded out of the capital paid up on the purchased Shares or out of the funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose.

The Company is empowered by the memorandum of association of the Company and the Bye-laws to repurchase its Shares.

There might be material adverse impact on the working capital or gearing position of the Company (as compared with the position disclosed in the audited accounts contained in the annual report of the Company for the year ended 31 March 2012) in the event that the Repurchase Mandate was to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the Repurchase Mandate to such

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EXPLANATORY STATEMENT

APPENDIX 1

extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

4. CONNECTED PERSON

No connected person has notified the Company of a present intention to sell Shares to the Company and no such person has undertaken not to sell any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

5. SHARE PRICE

The highest and lowest prices per Share at which the Shares were traded on the Stock Exchange in each of the previous twelve months were as follows:

	**Price per **	Share
	Highest	Lowest
	HK$	HK$
2011
July	0.330	0.265
August	0.305	0.230
September	0.290	0.210
October	0.230	0.200
November	0.240	0.215
December	0.260	0.225
2012
January	0.255	0.222
February	0.280	0.235
March	0.320	0.245
April	0.280	0.250
May	0.260	0.240
June (up to the Latest Practicable Date)	0.260	0.222

6. SHARE REPURCHASES MADE BY THE COMPANY

No purchase of Shares has been made by the Company in the six months prior to the Latest Practicable Date.

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EXPLANATORY STATEMENT

APPENDIX 1

7. GENERAL

None of the Directors, to the best of their knowledge having made all reasonable enquiries, nor any of their respective associates, has any present intention, in the event that the Repurchase Mandate is granted by the Shareholders, to sell any Shares to the Company.

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of Bermuda and the Bye-laws.

8. EFFECT OF THE TAKEOVERS CODE

If, as the result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for purposes of Rule 32 the Takeovers Code. As a result, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all Shares not already owned by such Shareholder or group of Shareholders.

According to the register maintained by the Company pursuant to Section 336 of the SFO, as at the Latest Practicable Date, the following interests in the Shares and underlying Shares were recorded:

Name of Shareholders Capacity/Nature of Interests Mind Seekers Beneficially owned But Tin Fu Beneficially owned But Tin Hing Beneficially owned Leung Cheong Beneficially owned Leung Kuen, Ivan Beneficially owned	Number of Shares Held 220,605,840 39,916,000 1,050,000 1,442,280 4,536,520	Approximate Percentage of the Company’s Issued Share Capital 42.02% 7.60% 0.20% 0.27% 0.86%
	267,550,640	50.95%

Therefore, as at the Latest Practicable Date, above shareholders, being a group of shareholders acting in concert and Mind Seekers, being the Substantial Shareholder, had beneficial interests in 267,550,640 and 220,605,840 Shares respectively, representing approximately 50.95% and 42.02% of the issued share capital of the Company respectively. In the event that the Directors should exercise in full the power to repurchase Shares which is proposed to be granted pursuant to the Repurchase Mandate, the shareholding of shareholders acting in concert and Mind Seekers would increase to approximately 56.62% and 46.69% respectively of the issued share capital of the Company. Such increase would give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the

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EXPLANATORY STATEMENT

APPENDIX 1

Takeovers Code. The Directors have no present intention to exercise the Repurchase Mandate to such an extent as would result in an obligation to make a mandatory offer under the Takeovers Code.

The Directors have no present intention to exercise the power to repurchase Shares to the extent that the aggregate amount of the issued share capital of the Company in public hands would be reduced to less than 25%.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX 2

Pursuant to the Bye-laws, Mr. But Tin Hing, Mr. See Tak Wah, Prof. Xu Yang Sheng and Mr. Li Wanshou, being the retiring Directors, shall retire and, being eligible, offer themselves for re-election at the AGM. Their details are as follows:

Mr. But Ting Hing （畢天慶）, aged 56, is an executive Director and the Technical Director of the Group. He established the Group in 1984 and is responsible for the Group’s product development. Mr. But has over 28 years of experience in the electronics industry. Other than the directorship held in the Company, Mr. But does not have any directorships in any listed company within the last 3 years.

According to the register maintained by the Company pursuant to Sections 336 and 352 of the SFO, as at the Latest Practicable Date, Mr. But beneficially owns 50% interest in Mind Seekers, which in turn owns 220,605,840 Shares (approximately 42.02% of the issued share capital of the Company). Mr. But also beneficially owns 1,050,000 Shares (approximately 0.2% of issued share capital of the Company) under his name. Save as disclosed above, Mr. But is not interested in the Shares within the meaning of Part XV of the SFO.

Mr. But is a brother of Mr. But Tin Fu, a substantial Shareholders. Mr. But Tin Fu is an executive Director and the chairman of the Group. Save as disclosed above, Mr. But does not have any relationship with any other Directors, senior management or substantial or controlling Shareholders of the Company.

With regard to the existing service contract (the “Service Contract”) entered into between Mr. But and the Company, he does not have fixed term of service with the Company but is or will be subject to retirement by rotation and re-election at the AGM of the Company in accordance with the Bye-laws. Mr. But’s emoluments, which are determined based on his experience and expertise, are at the rate of HK$100,000 per month payable in arrears at the end of each calendar month. Mr. But is entitled to 13 months of emoluments each year. The salary is determined by the Board and its Remuneration Committee with reference to the market practices.

There is no information relating to Mr. But that is required to be disclosed pursuant to Rules 13.51(2) (h) to (v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX 2

Mr. See Tak Wah （施德華）, aged 49, an independent non-executive Director, graduated from the Management School of Waikato University of New Zealand with a first class honour in Bachelor of Management Studies and is a member of the Institute of Chartered Accountants of New Zealand and an associate member of the Hong Kong Institute of Certified Public Accountants. Mr. See has over 20 years’ experience in financial and general management where he previously worked as the regional business controller of Nokia Mobile Phones Asia Pacific, the managing director of Nokia Mobile Phones Hong Kong, the chief operating officer of First Mobile Group Holdings Limited and held key management position in the North Asia office of Philips and Siemens.

Other than the directorship held in the Company, Mr. See does not hold any positions in the Group. Mr. See at present is an independent non-executive director of First Mobile Group Holdings Limited. On 29 June 2012, Mr. See retired from the position of independent non-executive director of Buildmore International Limited. Save as disclosed, Mr. See does not have any directorships in any listed company within the last 3 years. Mr. See does not have relationship with any other Directors, senior management, substantial or controlling Shareholders. Mr. See has no interest in the Shares within the meaning of Part XV of the SFO.

There is no service contract entered into between Mr. See and the Company. Mr. See has no fixed terms of service with the Company but will be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws. His director’s emoluments, which are determined on the basis of the market rate and his anticipated time, effort to be spent and expertise to be exercised on the Group’s affairs, are HK$120,000 per annum.

There is no information relating to Mr. See that is required to be disclosed pursuant to Rules 13.51(2) (h) to (v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders.

Prof. Xu Yang Sheng （徐揚生）, aged 54, an independent non-executive Director, graduated from the Zhejiang University in 1982 with a bachelor’s degree in mechanical engineering and subsequently obtained a master degree in mechanical engineering therefrom in 1984. Prof. Xu obtained his doctorate degree from the University of Pennsylvania of the United States in 1989. From 1989 to 2004, he has taught in Carnegie Mellon University in the United States. Prof. Xu is the Professor of Automation and Computer-Aided Engineering of The Chinese University of Hong Kong. Prof. Xu is an Academician of Chinese Academy of Engineering, Academician of International Eurasian Academy of Sciences, a fellow of Institute of Electrical and Electronics Engineers.

Other than the directorship held in the Company, Prof. Xu does not hold any positions in the Group. Prof. Xu does not have any directorships in any listed company within the last 3 years. Prof. Xu does not have relationship with any other Directors, senior management, substantial or controlling Shareholders. Prof. Xu has no interest in the Shares within the meaning of Part XV of the SFO.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX 2

There is no service contract entered into between Prof. Xu and the Company. Prof. Xu has no fixed terms of service with the Company but will be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws. His director’s emoluments, which are determined on the basis of the market rate and his anticipated time, effort to be spent and expertise to be exercised on the Group’s affairs, are HK$120,000 per annum.

There is no information relating to Prof. Xu that is required to be disclosed pursuant to Rules 13.51(2) (h) to (v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders.

Mr. Li Wanshou （李萬壽）, aged 48, an independent non-executive Director, obtained PhD degree in Economics from China Academy of Social Sciences and PhD degrees in both Management Sciences and Engineering from Xi’an Jiaotong University. He is currently guest professor of Nankai University, guest researcher at Center of Public Policy Research, China Academy of Social Sciences and deputy director of the Venture Capital Research Center at Fudan University. Mr. Li has so far published over ten books on economics and venture capital investment, among which the most recent one was “Venture Capital Mother Fund: Mechanism, Institution and China Practices” (2006).

Mr. Li is currently the President of Shenzhen Capital Group Co., Ltd. (“SCGC”) and the General Manager of Shenzhen Capital Co., Ltd. As one of China’s earliest venture capitalists, Mr. Li joined SCGC when the company was founded in 1999. Prior to that, he spent 13 years in Shenzhen government’s economic planning and supervision department, and was sent by the government as a visiting fellow to City University of New York, USA.

Other than the directorship held in the Company, Mr. Li does not hold any positions in the Group and does not have any directorships in any listed company within the last 3 years. Mr. Li does not have relationship with any other Directors, senior management, substantial or controlling Shareholders. Mr. Li has no interest in the Shares within the meaning of Part XV of the SFO.

There is no service contract entered into between Mr. Li and the Company. Mr. Li has no fixed terms of service with the Company but will be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws. His director’s emoluments, which are determined on the basis of the market rate and his anticipated time, effort to be spent and expertise to be exercised on the Group’s affairs, are HK$120,000 per annum.

There is no information relating to Mr. Li that is required to be disclosed pursuant to Rules 13.51(2) (h) to (v) of the Listing Rules and there is no other matter which needs to be brought to the attention of the Shareholders.

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NOTICE OF ANNUAL GENERAL MEETING

==> picture [63 x 63] intentionally omitted <==

SUN EAST TECHNOLOGY (HOLDINGS) LIMITED 日東科技（控股）有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 00365)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Sun East Technology (Holdings) Limited (the “Company”) will be held at Picasso Room B, Basement 1, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on 20 August 2012, Monday at 11 a.m. (or any adjournment thereof), for the following purposes:

1. to receive, consider and adopt the audited consolidated financial statements of the Company and the reports of the directors (the “Directors”) and the auditors of the Company for the year ended 31 March 2012;

2. to re-elect the retiring Directors and to authorize the board of Directors of the Company (the “Board”) to fix their remuneration;

3. to re-appoint BDO Limited as auditors of the Company and to authorize the Board to fix their remuneration;

ORDINARY RESOLUTIONS

1. as special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to sub-paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the capital of the Company (the “Shares”) or securities convertible into Shares, or options, warrants or similar rights to subscribe for any Shares and to make or grant offers, agreements and options, including warrants to subscribe for Shares, which might require the exercise of such powers, be and is hereby generally and unconditionally approved;

* for identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in sub-paragraph (a) above shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to options or otherwise) by the Directors pursuant to the approval in sub-paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any options granted under any share option scheme or similar arrangement of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on the Shares in accordance with the bye-laws of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution, and the authority pursuant to sub-paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

“Rights Issue” means an offer of Shares, or an offer or issue of warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members of the Company on a fixed record date in proportion to their then holdings of Shares or class thereof (subject to such exclusion or other arrangements as the Directors may deem necessary or expedient in

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NOTICE OF ANNUAL GENERAL MEETING

relation to fractional entitlements, or having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction or any recognized regulatory body or any stock exchange)”;

1. as special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

• (a) subject to sub-paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase issued shares in the capital of the Company (the “Shares”) on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) or any other stock exchange on which the Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, or otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange or any applicable laws in this regard, be and is hereby generally and unconditionally approved;

• (b) the aggregate nominal amount of the Shares which may be purchased by the Company pursuant to the approval in sub-paragraph (a) above during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to sub-paragraph (a) of this resolution shall be limited accordingly; and

• (c) for the purposes of this resolution:

“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company or any applicable laws to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution”;

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NOTICE OF ANNUAL GENERAL MEETING

1. as special business, to consider and, if thought fit, pass with or without amendments, the following resolution as an ordinary resolution:

“ THAT :

conditional upon the resolutions numbered 4 and 5 set out in the notice convening this meeting being duly passed, the authority granted to the Directors to exercise the powers of the Company to allot, issue and deal with shares of the Company pursuant to resolution numbered 4 in the notice convening this meeting be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to such authority, an amount (“the Extended Amount”) representing the aggregate nominal amount of shares in the share capital of the Company which has been purchased by the Company under the authority granted pursuant to resolution numbered 5 in the notice convening this meeting, provided that the Extended Amount shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.”

SPECIAL RESOLUTIONS

As special business, to consider and if thought fit, passing the following resolution a special resolution of the Company:

1. THAT :

the bye-laws of the Company (“Bye-law(s)”) be and are hereby amended in the following manner:

(a) Bye-law 1

• (i) By adding the following new definition immediately after the definition of “associates”:

““business day” shall mean a day on which the Designated Stock Exchange generally is open for the business of dealing in securities in Hong Kong. For the avoidance of doubt, where the Designated Stock Exchange is closed for the business of dealing in securities in Hong Kong on a business day by reason of a Number 8 or higher typhoon signal, black rainstorm warning or other similar event, such day shall for the purposes of these Bye-laws be counted as a business day.”;

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NOTICE OF ANNUAL GENERAL MEETING

• (ii) By adding the following new definition immediately after the definition of “Statutes”:

““substantial shareholder” a person who is entitled to exercise, or to control the exercise of, 10% or more (or such other percentage as may be prescribed by the rules of the Designated Stock Exchange from time to time) of the voting power at any general meeting of the Company.”;

(b) Bye-law 2(h)

By deleting the existing Bye-law 2(h) in its entirety and replacing it with the following:

• “(h) a resolution shall be a special resolution when it has been passed by a majority of not less than three-fourths of votes cast by such Members as, being entitled so to do, vote in person or, in the case of such Members as are corporations, by their respective duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Bye-law 59;”;

(c) Bye-law 2(i)

By deleting the existing Bye-law 2(i) in its entirety and replacing it with the following:

• “(i) a resolution shall be an ordinary resolution when it has been passed by a simple majority of votes cast by such Members as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorised representative or, where proxies are allowed, by proxy at a general meeting of which Notice has been duly given in accordance with Bye-law 59;”;

(d) Bye-law 3(3)

By deleting the existing Bye-law 3(3) in its entirety and replacing it with the following:

• “(3) Subject to compliance with the rules and regulations of the Designated Stock Exchange and any other relevant regulatory authority, the Company may give financial assistance for the purpose of or in connection with a purchase made or to be made by any person of any shares in the Company.”;

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NOTICE OF ANNUAL GENERAL MEETING

(e) Bye-law 10

• (i) By adding the word “and” at the end of the existing Bye-law 10(a);

• (ii) By deleting the existing Bye-law 10(b) in its entirety and replacing it with the following:

• “(b) every holder of shares of the class shall be entitled to one vote for every such share held by him.”;

• (iii) By deleting the existing Bye-law 10(c) in its entirety and replacing it with the following:

• “(c) [Intentionally deleted]”;

(f) Bye-law 16

By deleting the existing Bye-law 16 in its entirety and replacing it with the following:

“16. Every share certificate shall be issued under the Seal or a facsimile thereof or with the Seal printed thereon and shall specify the number and class and distinguishing numbers (if any) of the shares to which it relates, and the amount paid up thereon and may otherwise be in such form as the Directors may from time to time determine. No certificate shall be issued representing shares of more than one class. The Board may by resolution determine, either generally or in any particular case or cases, that any signatures on any such certificates (or certificates in respect of other securities) need not be autographic but may be affixed to such certificates by some mechanical means or may be printed thereon or that such certificates need not be signed by any person.”;

(g) Bye-law 44

By deleting the existing Bye-law 44 in its entirety and replacing it with the following:

“44. The Register and branch register of Members, as the case may be, shall be open to inspection between 10 a.m. and 12 noon during business hours by members of the public without charge at the Office or such other place at which the Register is kept in accordance with the Act. The Register including any overseas or local or other branch register of Members may, after notice has been given by advertisement in an appointed newspaper and where applicable, any other newspapers in accordance with the requirements of any Designated Stock Exchange or by any means in such manner as may be accepted by the Designated Stock Exchange to that effect, be closed at

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NOTICE OF ANNUAL GENERAL MEETING

such times or for such periods not exceeding in the whole thirty (30) days in each year as the Board may determine and either generally or in respect of any class of shares.”;

(h) Bye-law 46

By deleting the existing Bye-law 46 in its entirety and replacing it with the following:

“46. Subject to these Bye-laws, any Member may transfer all or any of his shares in any manner permitted by and in accordance with the rules of the Designated Stock Exchange or by an instrument of transfer in the usual or common form or in a form prescribed by the Designated Stock Exchange or in any other form approved by the Board and may be under hand or, if the transferor or transferee is a clearing house or its nominee(s), by hand or by machine imprinted signature or by such other manner of execution as the Board may approve from time to time.”;

(i) Bye-law 51

By deleting the existing Bye-law 51 in its entirety and replacing it with the following:

“51. The registration of transfers of shares or of any class of shares may, after notice has been given by advertisement in any newspapers in accordance with the requirements of any Designated Stock Exchange or by any means in such manner as may be accepted by the Designated Stock Exchange to that effect be suspended at such times and for such periods (not exceeding in the whole thirty (30) days in any year) as the Board may determine.”;

(j) Bye-law 59

• (i) By deleting the existing Bye-law 59(1) in its entirety and replacing it with the following:

“59. (1) An annual general meeting shall be called by Notice of not less than twenty-one (21) clear days and not less than twenty (20) clear business days and any special general meeting at which the passing of a special resolution is to be considered shall be called by Notice of not less than twenty-one (21) clear days and not less than ten (10) clear business days. All other special general meetings may be called by Notice of not less than fourteen (14) clear days and not less than ten

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NOTICE OF ANNUAL GENERAL MEETING

(10) clear business days but if permitted by the rules of the Designated Stock Exchange, a general meeting may be called by shorter notice if it is so agreed:

• (a) in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and

• (b) in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. (95%) in nominal value of the issued shares giving that right.”;

• (ii) By deleting the existing Bye-law 59(2) in its entirety and replacing it with the following:

• “(2) The Notice shall specify the time and place of the meeting and particulars of resolutions to be considered at the meeting and, in case of special business, the general nature of the business. The Notice convening an annual general meeting shall specify the meeting as such. Notice of every general meeting shall be given to all Members other than to such Members as, under the provisions of these Bye-laws or the terms of issue of the shares they hold, are not entitled to receive such notices from the Company, to all persons entitled to a share in consequence of the death or bankruptcy or winding-up of a Member and to each of the Directors and the Auditors.”;

(k) Bye-law 63

By deleting the existing Bye-law 63 in its entirety and replacing it with the following:

“63. The president of the Company or the chairman, if one is appointed, shall preside as chairman at every general meeting. If at any meeting the president or the chairman, as the case may be, is not present within fifteen (15) minutes after the time appointed for holding the meeting, or if neither of them is willing to act as chairman, or if no such officer is appointed, the Directors present shall choose one of their number to act, or if one Director only is present he shall preside as chairman if willing to act. If no Director is present, or if each of the Directors present declines to take the chair, or if the chairman chosen shall retire from the chair, the Members present in person or (in the case of a Member being a corporation) by its duly authorised representative or by proxy and entitled to vote shall elect one of their number to be chairman.”;

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NOTICE OF ANNUAL GENERAL MEETING

(l) Bye-law 66

By deleting the existing Bye-law 66 in its entirety and replacing it with the following:

“66. (1) Subject to any special rights or restrictions as to voting for the time being attached to any shares by or in accordance with these Bye-laws, at any general meeting on a poll every Member present in person or by proxy or, in the case of a Member being a corporation, by its duly authorised representative shall have one vote for every fully paid share of which he is the holder but so that no amount paid up or credited as paid up on a share in advance of calls or instalments is treated for the foregoing purposes as paid up on the share. A resolution put to the vote of a meeting shall be decided by way of a poll save that the chairman of the meeting may in good faith, allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands in which case every Member present in person (or being a corporation, is present by a duly authorized representative), or by proxy(ies) shall have one vote provided that where more than one proxy is appointed by a Member which is a clearing house (or its nominee(s)), each such proxy shall have one vote on a show of hands. For purposes of this Bye-law, procedural and administrative matters are those that (i) are not on the agenda of the general meeting or in any supplementary circular that may be issued by the Company to its Members; and (ii) relate to the chairman’s duties to maintain the orderly conduct of the meeting and/ or allow the business of the meeting to be properly and effectively dealt with, whilst allowing all Members a reasonable opportunity to express their views.

(2) Where a show of hands is allowed, before or on the declaration of the result of the show of hands, a poll may be demanded:

• (a) by at least three Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy for the time being entitled to vote at the meeting; or

• (b) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and representing not less than one tenth of the total voting rights of all Members having the right to vote at the meeting; or

• (c) by a Member or Members present in person or in the case of a Member being a corporation by its duly authorised representative or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one tenth of the total sum paid up on all shares conferring that right.

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NOTICE OF ANNUAL GENERAL MEETING

A demand by a person as proxy for a Member or in the case of a Member being a corporation by its duly authorised representative shall be deemed to be the same as a demand by the Member.”;

(m) Bye-law 67

By deleting the existing Bye-law 67 in its entirety and replacing it with the following:

“67. [Intentionally deleted]”;

(n) Bye-law 68

By deleting the existing Bye-law 68 in its entirety and replacing it with the following:

“68. Where a resolution is voted on by a show of hands, a declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or not carried by a particular majority, or lost, and an entry to that effect made in the minute book of the Company, shall be conclusive evidence of the facts without proof of the number or proportion of the votes recorded for or against the resolution. The result of the poll shall be deemed to be the resolution of the meeting. The Company shall only be required to disclose the voting figures on a poll if such disclosure is required by the rules of the Designated Stock Exchange.”;

(o) Bye-law 69

By deleting the existing Bye-law 69 in its entirety and replacing it with the following:

“69. [Intentionally deleted]”;

(p) Bye-law 70

By deleting the existing Bye-law 70 in its entirety and replacing it with the following:

“70. [Intentionally deleted]”;

(q) Bye-law 73

By deleting the words “, whether on a show of hands or on a poll” from the first line of the existing Bye-law 73;

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NOTICE OF ANNUAL GENERAL MEETING

(r) Bye-law 75(1)

By deleting the existing Bye-law 75(1) in its entirety and replacing it with the following:

“75. (1) A Member who is a patient for any purpose relating to mental health or in respect of whom an order has been made by any court having jurisdiction for the protection or management of the affairs of persons incapable of managing their own affairs may vote, by his receiver, committee, curator bonis or other person in the nature of a receiver, committee or curator bonis appointed by such court, and such receiver, committee, curator bonis or other person may vote by proxy, and may otherwise act and be treated as if he were the registered holder of such shares for the purposes of general meetings, provided that such evidence as the Board may require of the authority of the person claiming to vote shall have been deposited at the Office, head office or Registration Office, as appropriate, not less than forty-eight (48) hours before the time appointed for holding the meeting, or adjourned meeting, as the case may be.”;

(s) Bye-law 80

By deleting the existing Bye-law 80 in its entirety and replacing it with the following:

“80. The instrument appointing a proxy and (if required by the Board) the power of attorney or other authority (if any) under which it is signed, or a certified copy of such power or authority, shall be delivered to such place or one of such places (if any) as may be specified for that purpose in or by way of note to or in any document accompanying the notice convening the meeting (or, if no place is so specified at the Registration Office or the Office, as may be appropriate) not less than forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote. No instrument appointing a proxy shall be valid after the expiration of twelve (12) months from the date named in it as the date of its execution, except at an adjourned meeting in cases where the meeting was originally held within twelve (12) months from such date. Delivery of an instrument appointing a proxy shall not preclude a Member 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.”;

(t) Bye-law 81

By deleting the words “to demand or join in demanding a poll and” from the second sentence of the existing Bye-law 81;

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NOTICE OF ANNUAL GENERAL MEETING

(u) Bye-law 82

By deleting the words “or the taking of the poll,” which appear before the words “at which the instrument of proxy is used” in the existing Bye-law 82;

(v) Bye-law 84(2)

By adding the words “, where a show of hands is allowed,” after the words “the relevant authorisation including” in the last sentence of the existing Bye-law 84(2);

(w) Bye-law 86(1)

By deleting the existing Bye-law 86(1) in its entirety and replacing it with the following:

“86. (1) Unless otherwise determined by the Company in general meeting, the number of Directors shall not be less than two (2). There shall be no maximum number of Directors unless otherwise determined from time to time by the Members in general meeting. The Directors shall be elected or appointed in the first place at the statutory meeting of Members and thereafter at the annual general meeting in accordance with Bye-law 87 or at any special general meeting called for such purpose and who shall hold office for such term as the Members may determine or, in the absence of such determination, in accordance with Bye-law 87 or until their successors are elected or appointed or their office is otherwise vacated. Any general meeting may authorise the Board to fill any vacancy in their number left unfilled at a general meeting.”;

(x) Bye-law 86(2)

By deleting the existing Bye-law 86(2) in its entirety and replacing it with the following:

“(2) The Directors shall have the power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy on the Board or, subject to authorisation by the Members in general meeting, as an addition to the existing Board but so that the number of Directors so appointed shall not exceed any maximum number determined from time to time by the Members in general meeting. Any Director appointed by the Board to fill a casual vacancy shall hold office until the first general meeting of Members after his appointment and be subject to re-election at such meeting and any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election.”;

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NOTICE OF ANNUAL GENERAL MEETING

(y) Bye-law 92

By deleting the words “next annual election of Directors or, if earlier, the date on which the relevant Director ceases” in the third sentence of the existing Bye-law 92 and replacing it with “happening of any event which, if he were a Director, would cause him to vacate such office or if his appointer ceases for any reason”;

(z) Bye-law 103(1)(e)

By deleting the existing Bye-law 103(1)(e) in its entirety and replacing it with the following:

“(e) [Intentionally deleted]”;

(aa) Bye-law 103(2)

By deleting the existing Bye-law 103(2) in its entirety and replacing it with the following:

“(2) [Intentionally deleted]”;

(ab) Bye-law 103(3)

By deleting the existing Bye-law 103(3) in its entirety and replacing it with the following:

“(3) [Intentionally deleted]”;

(ac) Bye-law 115

By deleting the existing Bye-law 115 in its entirety and replacing it with the following:

“115. A meeting of the Board may be convened by the Secretary on request of a Director or by any Director. The Secretary shall convene a meeting of the Board whenever he shall be required so to do by any Director. Notice of a meeting of the Board shall be deemed to be duly given to a Director if it is given to such Director in writing or verbally (including in person or by telephone) or via electronic mail or in such other manner as the Board may from time to time determine.”;

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NOTICE OF ANNUAL GENERAL MEETING

(ad) Bye-law 122

By adding the following sentence immediately after the end of the existing Bye-law 122:

“Notwithstanding the foregoing, a resolution in writing shall not be passed in lieu of a meeting of the Board for the purposes of considering any matter or business in which a substantial shareholder of the Company or a Director has a conflict of interest and the Board has determined that such conflict of interest to be material.”;

(ae) Bye-law 127(1)

By deleting the existing Bye-law 127(1) in its entirety and replacing it with the following:

“127. (1) The officers of the Company shall consist of the Directors and Secretary and such additional officers (who may or may not be Directors) as the Board may from time to time determine, all of whom shall be deemed to be officers for the purposes of the Act and, subject to Bye-law 132(4), these Bye-laws.”;

(af) Bye-law 127(2)

By deleting the existing Bye-law 127(2) in its entirety and replacing it with the following:

“(2) [Intentionally deleted]”;

(ag) Bye-law 129

By deleting the existing Bye-law 129 in its entirety and replacing it with the following:

“129. [Intentionally deleted]”;

(ah) Bye-law 132(2)

By deleting the words “and of the date on which it occurred” from the last line of the existing Bye-law 132(2);

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NOTICE OF ANNUAL GENERAL MEETING

(ai) Bye-law 132(3)

By deleting the existing Bye-law 132(3) in its entirety and replacing it with the following:

“(3) The Register of Directors and Officers shall be open to inspection by members of the public without charge at the Office between 10:00 a.m. and 12:00 noon during business hours.”;

(aj) Bye-law 138

By deleting the existing Bye-law 138 in its entirety and replacing it with the following:

“138. No dividend shall be paid or distribution made out of contributed surplus if to do so would render the Company unable to pay its liabilities as they become due or the realisable value of its assets would thereby become less than its liabilities.”;

(ak) Bye-law 153

By deleting the existing Bye-law 153 in its entirety and replacing it with the following:

“153. Subject to Section 88 of the Act and Bye-law 153A, a printed copy of the Directors’ report, accompanied by the balance sheet and profit and loss account, including every document required by law to be annexed thereto, made up to the end of the applicable financial year and containing a summary of the assets and liabilities of the Company under convenient heads and a statement of income and expenditure, together with a copy of the Auditors’ report, shall be sent to each person entitled thereto at least twenty-one (21) days before the date of the general meeting and at the same time as the notice of annual general meeting and laid before the Company at the annual general meeting in accordance with the requirements of the Act provided that this Bye-law shall not require a copy of those documents to be sent to any person whose address the Company is not aware of or to more than one of the joint holders of any shares or debentures.”;

(al) Bye-law 157

By deleting the existing Bye-law 157 in its entirety and replacing it with the following:

“157. If the office of auditor becomes vacant by the resignation or death of the Auditor, or by his becoming incapable of acting by reason of illness or other disability at a time when his services are required, the Directors shall fill the vacancy and fix the remuneration of the Auditor so appointed.”;

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NOTICE OF ANNUAL GENERAL MEETING

(am) Bye-law 160

By deleting “To the extent permitted by the Statutes and this bye-law, any” in the first line of Bye-law 160 and replacing it with “Any” and by adding the words “other than by posting it on a website” immediately after “by any of the means set out above” in the second-last sentence of the existing Bye-law 160; and

(an) Bye-law 161(b)

By deleting the existing Bye-law 161(b) in its entirety and replacing it with the following:

“(b) if sent by electronic communication, shall be deemed to be given on the day on which it is transmitted from the server of the Company or its agent. A Notice placed on the Company’s website or the website of the Designated Stock Exchange is deemed given by the Company to a Member on the day following that on which a notice of availability is deemed served on the Member;””

1. “ THAT the bye-laws of the Company in the form of the document marked “A” and produced to this meeting and for the purpose of identification signed by the chairman of this meeting, which consolidates all of the proposed amendments referred to in Resolution 7 above be approved and adopted as the New Bye-laws of the Company in substitution for and to the exclusion of the existing Bye-laws of the Company with immediate effect.”

Yours faithfully, On behalf of the Board Sun East Technology (Holdings) Limited But Tin Fu Chairman

Hong Kong, 29 June 2012

Notes:

• (1) All transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on 17 August 2012.

• (2) A member of the Company entitled to attend and vote at the annual general meeting of the Company is entitled to appoint another person or his proxy to attend and, subject to the provisions of the bye-laws of the Company, vote on his behalf. A member who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf. A proxy need not be a member of the Company.

• (3) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorized in writing. If the instrument appointing a proxy is signed by an attorney of the appointor as an attorney, the power of attorney authorizing that attorney to sign, or other documents of authorization, must be notarially certified. If the appointer is a legal person, then the instrument shall be signed under a legal person seal or signed by its director or an attorney duly authorized in writing.

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NOTICE OF ANNUAL GENERAL MEETING

• (4) In order to be valid, the form of proxy 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, must be deposited at the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for the holding of the annual general meeting or any adjournment thereof in order for such documents to be valid. Completion and return of the form of proxy will not preclude any member from attending and voting in person should he so desire.

• (5) In relation to proposed resolution number 2 in this notice regarding re-election of the retiring directors of the Company, their biographies are set out in Appendix 2 to the circular of the Company dated 29 June 2012.

• (6) In relation to the proposed resolution number 4 of this notice, the Directors wish to state that they have no immediate plans to issue any new shares of the Company.

• (7) In relation to the proposed resolution number 5 of this notice, the Directors wish to state that they will exercise the powers conferred thereby to repurchase shares in circumstances which they deem appropriate for the benefit of the shareholders. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision as to how to vote on the proposed resolution as required by the Listing Rules is set out in the circular of the Company dated 29 June 2012.

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