Comtec Solar Systems Group Limited — AGM Information 2016

Jul 28, 2016

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

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Sun East Technology (Holdings) Limited 日東科技（控股）有限公司 *

(incorporated in Bermuda with limited liability)

(Stock code: 365)

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 Silverbox Ballroom 4, Level 1, Hotel ICON, 17 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong on 29 August 2016, Monday at 11:00 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 2016;

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

3. to re-elect Prof. Xu Yang Sheng who has served more than nine years as independent non-executive director and to authorize the Board to fix his remuneration;

4. to re-elect Mr. See Tak Wah who has served more than nine years as independent non-executive director and to authorize the Board to fix his remuneration;

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

• for identification purposes only

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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;

• (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

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• (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 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

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• (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”;

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 6 and 7 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 numbere 6 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 7 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 RESOLUTION

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

“ THAT:

subject to and conditional upon the approval of the Registrars of Companies in Bermuda being obtained, the English name of the Company be changed from “Sun East Technology (Holdings) Limited” to “Unisplendour Technology (Holdings) Limited” and “ 紫光科技（控股）有限公司 ” be adopted as its secondary name in Chinese to replace its existing Chinese name “日東科技（控股） 有限公司 ” adopted for identification purposes only (“Changes of Company Name”); and that any Director, any officer and/or the Secretary be and is authorised for and on behalf of the Company to do all such acts and things and execute all such documents on behalf of the Company, including under common seal where applicable, as he/she/it may consider necessary or expedient to give effect to or in connection with the implementation of the Changes of Company Name.”

Yours faithfully, On behalf of the Board Sun East Technology (Holdings) Limited Qi Lian Chairman

Hong Kong, 29 July 2016

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Notes:

• (1) The Hong Kong branch register of members of the Company will be closed on 29 August 2016, Monday, for the purposes of determining the entitlements of the members of the Company to attend and vote at the AGM. No transfers of Shares may be registered on that day. In order to qualify for the aforesaid entitlements, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on 26 August 2016, Friday.

• (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.

• (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 29 July 2016.

• (6) In relation to the proposed resolution number 6 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 7 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 29 July 2016.

List of all Directors of the Company as at the date of this notice:

Executive Directors: Independent Non-Executive Directors: Mr. Qi Lian (Chairman) Mr. See Tak Wah Mr. Xia Yuan Prof. Xu Yang Sheng Mr. But Tin Fu Mr. Li Wanshou Mr. But Tin Hing Mr. Leung Cheong Mr. Leung Kuen, Ivan

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