Comtec Solar Systems Group Limited — AGM Information 2014

Jul 10, 2014

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 AND

CONTINUOUS APPOINTMENT AN INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED MORE THAN NINE YEARS 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 18 August 2014, Monday at Monet Room A, Basement 1, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong is set out on pages 13 to 17 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 Level 22, Hopewell Centre, 183 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

11 July 2014

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 AND
	CONTINUOUS APPOINTMENT AN INDEPENDENT
	NON-EXECUTIVE DIRECTOR WHO HAS SERVED
	MORE THAN NINE YEARS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
6.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	FURTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX 1 – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . .		7
APPENDIX 2 – DETAILS OF RETIRING DIRECTORS AND
	CONTINUOUS APPOINTMENT AN INDEPENDENT
	NON-EXECUTIVE DIRECTOR
	SERVED MORE THAN NINE YEARS PROPOSED
	FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
**NOTICE **	OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

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 Monet Room A, Basement 1, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on 18 August 2014 at 11 a.m. (or any adjournment thereof);

• “AGM Notice” the notice convening the AGM as set out on pages 13 to 17 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” 4 July 2014, 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;

• “Ordinary Resolutions” the proposed ordinary resolutions in the AGM Notice;

– 1 –

DEFINITIONS

“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;
“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.

– 2 –

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 11 July 2014

To the Shareholders

Dear Sirs or Madams,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS AND

CONTINUOUS APPOINTMENT AN INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED MORE THAN NINE YEARS 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

* for identification purposes only

– 3 –

LETTER FROM THE BOARD

1. INTRODUCTION (CONTINUED)

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 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 and continuous appointment an independent non-executive director who has served more than nine years; and (v) the re-appointment of auditors.

2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At AGM of the Company held on 5 August 2013, 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 5, 6 and 7 set out in the AGM Notice.

– 4 –

LETTER FROM THE BOARD

2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES (CONTINUED)

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.

3. RE-ELECTION OF RETIRING DIRECTORS AND CONTINUOUS APPOINTMENT AN INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED MORE THAN NINE YEARS

Pursuant to Bye-laws 87 and 88, at each AGM one-third of the Directors shall retire from office by rotation. A retiring director shall be eligible for re-election. Mr. But Tin Hing, 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.

According to the Appendix 14, A4.3, further appointment of independent non-executive director who has served more than nine years should be subject to a separate resolution to be approved by shareholders. Prof. Xu Yang Sheng who has served the Company more than nine years since 20 May 2005 will subject to separate resolution to be approved by shareholders at the AGM.

Details on the retiring Directors and the independent non-executive Director are set out in Appendix 2 to this circular.

4. AGM

The AGM Notice convening the AGM to be held on 18 August 2014 at 11 a.m. (or any adjournment thereof) at Monet Room A, Basement 1, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong is set out on pages 13 to 17 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 and continuous appointment an independent non-executive director who has served more than nine years; and (v) 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 Level 22, Hopewell Centre, 183 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.

– 5 –

LETTER FROM THE BOARD

4. AGM (CONTINUED)

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except purely on those procedural or administrative matters. The Chairman of the AGM will therefore demand a poll on each of the resolutions to be proposed at the AGM pursuant to Bye-law 66 of the Bye-laws. The results of the poll will be published on the websites of the Stock Exchange and the Company after the AGM in the manner prescribed under Rules 13.39(5) of the Listing Rules.

5. 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.

6. 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 and continuous appointment an independent non-executive director served more than nine years; and (v) 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.

7. 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 and the independent non-executive Director.

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

– 6 –

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.

– 7 –

EXPLANATORY STATEMENT

APPENDIX 1

3. FUNDING AND IMPACT OF REPURCHASES (CONTINUED)

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 2014) 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 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$
2013
July	0.430	0.260
August	0.400	0.305
September	0.510	0.305
October	0.540	0.440
November	0.485	0.405
December	0.510	0.400
2014
January	0.510	0.405
February	0.470	0.400
March	0.460	0.415
April	0.420	0.380
May	0.590	0.385
June (up to the Latest Practicable Date)	0.570	0.420

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.

– 8 –

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:

			Approximate
			Percentage of the
			Company’s
Name of		Number of	Issued Share
Shareholders	Capacity/Nature of Interests	Shares Held	Capital
Mind Seekers	Beneficially owned	220,605,840	42.02%

Therefore, as at the Latest Practicable Date, Mind Seekers, being the Substantial Shareholder, had a direct beneficial interests in 220,605,840 Shares, representing approximately 42.02% of the issued share capital of the Company. 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 direct shareholding of Mind Seekers would increase to approximately 46.69% of the issued share capital of the Company. Such increase would give rise to an obligation of Mind Seekers to make a mandatory offer in accordance with Rule 26 of the 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%.

– 9 –

APPENDIX 2 DETAILS OF RETIRING DIRECTORS AND CONTINUOUS APPOINTMENT AN INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED MORE THAN NINE YEARS PROPOSED FOR RE-ELECTION

Pursuant to the Bye-laws, Mr. But Tin Hing, 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 Tin Hing （畢天慶）, aged 58, 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 30 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$150,000 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.

Prof. Xu Yang Sheng （徐揚生）, aged 56, 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. Currently, Prof. Xu is President of The Chinese University of Hong Kong, Shenzhen.

– 10 –

APPENDIX 2 DETAILS OF RETIRING DIRECTORS AND CONTINUOUS APPOINTMENT AN INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED MORE THAN NINE YEARS PROPOSED FOR RE-ELECTION

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.

Prof. Xu appointed as an independent non-executive Director since 20 May 2005 and should he be re-elected at the AGM, he may continue to serve the Company for more than nine years. The Company has received from Prof. Xu confirmation of independence according to Rule 3.13 of the Listing Rules. Prof. Xu has not engaged in any executive management of the Group. Taking into consideration of his independent scope of work in the past years, the Board considers Prof. Xu to be independent under the Listing Rules despite the fact that he has served the Company for more than nine years. The Board believes that Prof. Xu’s continued tenure brings considerable stability as he has over time gained valuable insight into the operations and management of the Group.

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 AGM 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$144,000 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 50, 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).

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 AGM of the Company in accordance with the Bye-laws. His director’s

– 11 –

APPENDIX 2 DETAILS OF RETIRING DIRECTORS AND CONTINUOUS APPOINTMENT AN INDEPENDENT NON-EXECUTIVE DIRECTOR WHO HAS SERVED MORE THAN NINE YEARS PROPOSED FOR RE-ELECTION

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$144,000 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.

– 12 –

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 Monet Room A, Basement 1, InterContinental Grand Stanford Hong Kong, 70 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on 18 August 2014, 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 2014;

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-elect Prof. Xu Yang Sheng who has served more than 9 years since 20 May 2005 as Independent Non-executive Director and to authorize the board of Directors of the Company (the “Board”) to fix his remuneration;

4. 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

* for identification purposes only

– 13 –

NOTICE OF ANNUAL GENERAL MEETING

options, including warrants to subscribe for Shares, which might require the exercise of such powers, be and is hereby generally and unconditionally approved;

• (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 AGM of the Company;

• (ii) the expiration of the period within which the next AGM 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 relation to fractional entitlements, or having regard to any restrictions or

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NOTICE OF ANNUAL GENERAL MEETING

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 AGM of the Company;

• (ii) the expiration of the period within which the next AGM 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 5 and 6 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 5 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 6 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.”

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

Hong Kong, 11 July 2014

Notes:

• (1) For the purpose of ascertaining shareholders’ entitlement to attend and vote at AGM, 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 Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on 14 August 2014.

• (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.

• (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 Level 22, Hopewell Centre, 183 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.

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NOTICE OF ANNUAL GENERAL MEETING

• (5) In relation to proposed resolution number 2 and 3 in this notice regarding re-election of the directors of the Company, their biographies are set out in Appendix 2 to the circular of the Company dated 11 July 2014.

• (6) In relation to the proposed resolution number 5 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 6 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 Appendix 1 to the circular of the Company dated 11 July 2014.

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