Comtec Solar Systems Group Limited — AGM Information 2016

Apr 19, 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 SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting (the “ Meeting ”) of Sun East Technology (Holdings) Limited (the “ Company ”) will be held at Monet Room B, Basement 1, InterContinental Grand Standford Hong Kong, 70 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on Monday, 9 May 2016 at 11:00 a.m. for the purpose of considering and, if thought fit, passing with or without amendments, the following ordinary resolution of the Company:

ORDINARY RESOLUTIONS

1. “ THAT :-

• (a) the subscription agreement dated 4 February 2016 entered into between the Company, Unis Technology Strategy Investment Limited (“ UNISTECH ”) and Mr. But Tin Fu in relation to the subscription of (i) 730,000,000 ordinary shares of the Company (the “ UNISTECH Subscription Shares ”) at a subscription price of HK$0.40 per share and (ii) convertible bonds with an aggregate principal amount of HK$148,000,000 which can be converted into 370,000,000 ordinary shares (the “ Convertible Bonds ”) at a conversion price of HK$0.40 per share (the “ UNISTECH Subscription Agreement ”) (a copy of the UNISTECH Subscription Agreement has been tabled at the meeting marked “A” and signed by the chairman of the meeting for identification purpose) and the transactions contemplated thereunder be and is hereby approved, ratified and confirmed;

• (b) the subscription agreement dated 4 February 2016 entered into between the Company and Reach General International Limited (“ Reach General ”) in relation to the subscription of 100,000,000 ordinary shares (the “ RG Subscription Shares ”) at a subscription price of HK$0.40 per share (the “ RG Subscription Agreement ”) (a copy of the RG Subscription Agreement has been tabled at the meeting marked “B” and signed by the chairman of the meeting for identification purpose) and the transactions contemplated thereunder be and is hereby approved, ratified and confirmed;

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• (c) the subscription agreement dated 4 February 2016 entered into between the Company and Ms. Chen Ping in relation to the subscription of 100,000,000 ordinary shares (the “ Chen Subscription Shares ”, together with the UNISTECH Subscription Shares and the RG Subscription Shares, the “ Subscription Shares ”) at a subscription price of HK$0.40 per share (the “ Chen Subscription Agreement ”, together with the UNISTECH Subscription Agreement and the RG Subscription Agreement, the “ Subscription Agreements ”) (a copy of the Chen Subscription Agreement has been tabled at the meeting marked “C” and signed by the chairman of the meeting for identification purpose) and the transactions contemplated thereunder be and is hereby approved, ratified and confirmed;

• (d) subject to the fulfillment or waiver of the conditions precedent set out in the Subscription Agreements, the grant of the specific mandate (the “ Specific Mandate ”) to the Directors to exercise the powers of the Company (i) to allot and issue the Subscription Shares at HK$0.40 per Share to UNISTECH, Reach General and Ms. Chen Ping in accordance with the terms and conditions of the respective Subscription Agreements be and is hereby approved, and such Subscription Shares (upon issue) shall rank pari passu in all respects with the then existing issued Shares; and (ii) to issue the Convertible Bonds to UNISTECH on terms and conditions set out in the instrument (a copy of which has been tabled at the meeting marked “D” and signed by the chairman of the meeting for identification purpose) and upon exercise of the rights attaching to the Convertible Bonds, the Conversion Shares where such Conversion Shares (upon issue) shall rank pari passu in all respects with the then existing issued Shares be and are hereby approved; and

• (e) any one Director be and is hereby authorised to sign, seal, execute and deliver all such documents and deeds, including under seal where applicable (in which case by any two Directors or one Director together with the Secretary (as defined in the Bye-Laws of the Company)), and do all such acts and things, as he/she considers necessary, desirable or expedient in connection with the implementation of or giving effect to the Subscription Agreements, the allotment and issue of Subscription Shares, the Convertible Bonds and the Conversion Shares, and the transactions contemplated thereunder and to agree to such variation, amendments or modification of the terms and conditions of the Subscription Agreements on such terms and conditions as any Director(s) of the Company may think fit.”

2. “ THAT :-

• (a) subject to passing of the ordinary resolution 1(a) above and the fulfillment or waiver of the conditions precedent set out in the UNISTECH Subscription Agreement, the appointment of the following candidates as Directors with effect from the date of despatch of the composite offer and response document (the “ Composite Document ”) to be jointly despatched by the Offeror and the Company in relation to the unconditional mandatory cash offer to be made by Quam Securities Company Limited on behalf of the Offeror to acquire all the issued shares of the Company (the “ Offer ”) be and is hereby approved:

  • (i) Mr. Qi Lian as the executive Director; and

  • (ii) Mr. Xia Yuan as the executive Director.

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• (b) the Board be and is hereby authorised to fix their remuneration.”

1. “ THAT :-

   • (a) subject to passing of the ordinary resolution 1(a) above, the fulfillment or waiver of the conditions precedent set out in the UNISTECH Subscription Agreement and the completion of the Offer, the appointment of Mr. Zhang Yonghong as the executive Director with effect from the completion of the Offer be and is hereby approved.

   • (b) the Board be and is hereby authorised to fix his remuneration.”

Yours faithfully,

For and on behalf of the board Sun East Technology (Holdings) Limited BUT Tin Fu Chairman

Hong Kong, 20 April 2016

Registered office: Principal place of business in Hong Kong: Clarendon House Unit H, 1st Floor, Phase 4 2 Church Street Kwun Tong Industrial Centre Hamilton HM 11 Nos. 436-446 Kwun Tong Road Bermuda Kwun Tong Kowloon Hong Kong

Notes:

• (1) A member of the Company entitled to attend and vote at the SGM is entitled to appoint one or more proxy to attend and, subject to the provisions of the Bye-Laws of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the SGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (2) A form of proxy for use at the SGM is enclosed herewith. Whether or not you intend to attend the SGM in person, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the SGM or any adjournment thereof, should he so wish.

• (3) 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 certified copy of such power or authority must be deposited at the Company’s share registrar, Tricor Tengis Limited, Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 48 hours before the time appointed for holding the SGM or any adjournment thereof.

• (4) In the case of joint holders of shares, any one of such holders may vote at the SGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holders are present at the SGM personally or by proxy, then one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

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• (5) All the resolutions are to be voted by way of poll.

• (6) The Hong Kong branch register of members of the Company will be closed on 9 May 2016, Monday, for the purposes of determining the entitlements of the members of the Company to attend and vote at the SGM. 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 6 May 2016, Friday.

• (7) As at the date hereof, the directors of the Company are Mr. But Tin Fu, Mr. But Tin Hing, Mr. Leung Cheong and Mr. Leung Kuen, Ivan as executive directors; and Mr. See Tak Wah, Prof. Xu Yang Sheng and Mr. Li Wanshou as independent non-executive directors.

• For identification purpose only

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