Comtec Solar Systems Group Limited — AGM Information 2016

Jul 28, 2016

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 OF INDEPENDENT NON-EXECUTIVE DIRECTORS WHO HAVE SERVED MORE THAN NINE YEARS AND PROPOSED CHANGES OF COMPANY NAME AND NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Sun East Technology (Holdings) Limited to be held at 11:00 a.m. on 29 August 2016, Monday at Silverbox Ballroom 4, Level 1, Hotel ICON, 17 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong is set out on pages 16 to 20 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

29 July 2016

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 OF INDEPENDENT
	NON-EXECUTIVE DIRECTORS WHO HAVE SERVED
	MORE THAN NINE YEARS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	PROPOSED CHANGES OF COMPANY NAME . . . . . . . . . . . . . . . . . . . . .	5
5.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
7.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
8.	FURTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX 1 – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . .		9
APPENDIX 2 – DETAILS OF RETIRING DIRECTORS AND
	INDEPENDENT NON-EXECUTIVE DIRECTORS
	WHO HAVE SERVED MORE THAN NINE YEARS
	PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . .	13
**NOTICE **	OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

– 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 Silverbox Ballroom 4, Level 1, Hotel ICON, 17 Science Museum Road, Tsim Sha Tsui East, Kowloon, Hong Kong on 29 August 2016 at 11:00 a.m. (or any adjournment thereof);

• “AGM Notice” the notice convening the AGM as set out on pages 16 to 20 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” 25 July 2016, 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;

• “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.

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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. QI Lian (Chairman) Mr. XIA Yuan (Chief Executive Officer) Mr. BUT Tin Fu Mr. BUT Tin Hing Mr. LEUNG Cheong Mr. LEUNG Kuen, Ivan

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

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

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 July 2016

To the Shareholders

Dear Sirs or Madams,

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

CONTINUOUS APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS WHO HAVE SERVED MORE THAN NINE YEARS AND PROPOSED CHANGES OF COMPANY NAME 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

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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 of independent non-executive directors who have served more than nine years; (v) the re-appointment of auditors; and (vi) the proposed Changes of Company Name.

2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At AGM of the Company held on 20 August 2015, 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 Resolutions (“ 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 Resolutions (“ 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 1,455,000,000 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 291,000,000 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 6, 7 and 8 set out in the AGM Notice.

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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 OF INDEPENDENT NON-EXECUTIVE DIRECTORS WHO HAVE 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. 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.

According to the Appendix 14, A.4.3, 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. Mr. See Tak Wah and Prof. Xu Yang Sheng who have served the Company more than nine years since 10 September 2004 and 20 May 2005 respectively will be 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. PROPOSED CHANGES OF COMPANY NAME

The Board proposes to change the English name of the Company from “Sun East Technology (Holdings) Limited” to “Unisplendour Technology (Holdings) Limited” and to adopt “紫光科技（控股）有限公司” as the secondary name of the Company in Chinese to replace its existing Chinese name of “日東科技（控股）有限公司”, which is currently used for identification purposes only (the “ Changes of Company Name ”).

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LETTER FROM THE BOARD

4. PROPOSED CHANGES OF COMPANY NAME (CONTINUED)

Conditions for the Changes of Company Name

The proposed Changes of Company Name is subject to (i) the passing of a special resolution by the Shareholders at the AGM to approve the Changes of Company Name; and (ii) the Registrar of Companies in Bermuda approving the Changes of Company Name.

Subject to the satisfaction of the conditions set out above, the Changes of Company Name will take effect from the date of registration as set out in the certificate of incorporation on the change of name and the certificate of secondary name issued by the Registrar of Companies in Bermuda. The Company will further carry out the necessary filing procedures with the Companies Registry in Hong Kong. In addition, subject to the confirmation of the Stock Exchange, the stock short name for trading in the Shares and the new logo of the Company will also be changed after the Changes of Company Name becoming effective.

Reasons for the Changes of Company Name

Reference is made to the joint announcement of the Company and Unis Technology Strategy Investment Limited dated 30 May 2016 in relation to the completion of the subscription of new shares and convertible bonds of the Company by the subscribers. While the Company intends to continue the operation of its existing businesses of manufacture and sale of production equipment and production lines for the manufacturing industries including semi-conductor, electronic and logistics industries, it is committed to innovation and diversification of its products and has invested significantly in the development of smart and automated production equipment and production lines. The net proceeds from the subscriptions will be utilized mainly, among other uses, to expand and technologically upgrade the existing businesses of the Group. The Board considers that the Changes of Company Name will better reflect the commitment of the Company’s new controlling Shareholders to facilitate the Group in its plan to further expand and technologically upgrade its existing businesses, and provide a more coherent corporate image and identity of the Company.

The Board is of the opinion that the proposed Changes of Company Name is in the best interests of the Company and the Shareholders as a whole.

Effect of the Changes of the Company Name

The Changes of Company Name will not, of itself, affect any rights of the Shareholders or the Company’s daily business operation and its financial position. All existing share certificates of the Company in issue bearing the existing name of the Company will, after the Changes of Company Name becoming effective, continue to be effective and as documents of title to the Shares of the Company and will remain valid for trading, settlement, registration and delivery purposes. Accordingly, there will not be any arrangement for free exchange of the existing share certificates for new share certificates bearing the new name of the Company. Upon the Changes of Company Name becoming effective, new share certificates of the Company will be issued under the new name of the Company.

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LETTER FROM THE BOARD

5. AGM

The AGM Notice convening the AGM to be held on 29 August 2016 at 11:00 a.m. (or any adjournment thereof) at Silverbox Ballroom 4, Level 1, Hotel ICON, 17 Science Museum 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 of independent non-executive directors who have served more than nine years; (v) the re-appointment of auditors; and (vi) the proposed Changes of Company Name.

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.

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.

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 and continuous appointment of independent non-executive directors who have served more than nine years; (v) the re-appointment of auditors; and (vi) the proposed Changes of Company Name 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.

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LETTER FROM THE BOARD

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 and the independent non-executive directors.

Yours faithfully, For and on behalf of the Board Qi Lian Chairman

– 8 –

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 Resolutions 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 1,455,000,000 Shares.

Subject to the passing of the relevant Ordinary Resolutions 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 145,500,000 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.

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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 2016) 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$
2015
July	0.950	0.350
August	0.680	0.420
September	0.850	0.480
October	1.090	0.710
November	1.130	0.970
December	1.540	0.770
2016
January	1.470	1.050
February	1.770	1.240
March	1.790	1.610
April	1.740	1.620
May	1.780	1.620
June	1.760	1.690
July (up to the Latest Practicable Date)	1.700	1.690

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.

– 10 –

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:

As at the Latest Practicable Date, Unis Technology Strategy Investment Limited is beneficially interested in 974,239,404 shares (Note 1), representing approximately 66.96% of the existing issued share capital of the Company. Unis Technology Strategy Investment Limited is a subsidiary of Tsinghua Holdings Company Limited, therefore, Tsinghua Holdings Company Limited were deemed under the SFO to be interested in 974,239,404 shares. In the event that the Repurchase Mandate is exercised in full and given that the Repurchase Mandate has been approved by the Shareholders, the interests of the above Shareholders will be increased to approximately 74.40% (Note 2).

Reach General International Limited is 100% beneficially owned by Mr. Wu Xin. Reach General International Limited is interested in 100,000,000 Shares of the Company, representing approximately 6.87% of the existing issued share capital of the Company; Ms. Chen Ping is interested in 100,000,000 Shares of the Company, representing approximately 6.87% of the existing issued share capital of the Company. In the event that the Repurchase Mandate is exercised in full and given that the Repurchase Mandate has been approved by the Shareholders, the interests of the above Shareholders will be increased to approximately 7.64% respectively.

On the basis of the shareholding held by the Shareholders named above, an exercise of the Repurchase Mandate in full will not give rise to an obligation on them to make a mandatory offer under Rule 26 of the Takeovers Code.

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EXPLANATORY STATEMENT

APPENDIX 1

• Note 1: Unis Technology Strategy Investment Limited is also interested in the convertible bonds in the principal amount of HK$148,000,000 issued by the Company (the “Convertible Bonds”), which can be converted into 370,000,000 Shares.

• Note 2: Assuming that the Convertible Bonds are not converted into Shares by Unis Technology Strategy Investment Limited from the Latest Practicable Date up to the date of AGM.

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%.

– 12 –

DETAILS OF RETIRING DIRECTORS AND INDEPENDENT NON-EXECUTIVE DIRECTORS WHO HAVE SERVED MORE THAN NINE YEARS PROPOSED FOR RE-ELECTION

APPENDIX 2

Pursuant to the Bye-laws, 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. See Tak Wah , aged 53, 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 21 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 Chu Kong Petroleum And Natural Gas Steel Pipe Holdings Limited (Stock code: HK01938). 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.

Mr. See Tak Wah appointed as an independent non-executive director since 10 September 2004 and should be re-elected at the AGM, he may continue to serve the Company for more than nine years. The Company has received from Mr. See confirmation of independence according to Rule 3.13 of the Listing Rules. Mr. See ha 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 Mr. See 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 Mr. See is still independent to the Company and should be re-elected in the AGM.

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 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 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 58, 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

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DETAILS OF RETIRING DIRECTORS AND INDEPENDENT NON-EXECUTIVE DIRECTORS WHO HAVE SERVED MORE THAN NINE YEARS PROPOSED FOR RE-ELECTION

APPENDIX 2

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.

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 is still independent to the Company and should be re-elected in the AGM.

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 52, 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).

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DETAILS OF RETIRING DIRECTORS AND INDEPENDENT NON-EXECUTIVE DIRECTORS WHO HAVE SERVED MORE THAN NINE YEARS PROPOSED FOR RE-ELECTION

APPENDIX 2

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 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.

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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 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;

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

* for identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

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

• (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

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NOTICE OF ANNUAL GENERAL MEETING

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

• (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 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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NOTICE OF ANNUAL GENERAL MEETING

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.

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