Comtec Solar Systems Group Limited — AGM Information 2003

Jul 31, 2003

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of 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 advisers.

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

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims 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)

GENERAL MANDATES TO ISSUE

AND REPURCHASE SHARES

A notice convening the AGM to be held on Friday, 29th August 2003 at 4:00 p.m. at Salon 6, Level 3, JW Marriot Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong is set out on pages 11 to 14 of the annual report of the Company for the year ended 31st March 2003.

Whether or not you are able to attend the meeting in person, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the branch share and transfer office of the Company in Hong Kong, Tengis Limited of 28/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible and in any event not later than forty-eight (48) hours before the time appointed for holding such meeting or any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting at the meeting or any adjourned meeting should you so desire.

• for identification purposes only

31st July 2003

DEFINITIONS

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

• “AGM”

the annual general meeting of the Company to be held at Salon 6, Level 3, JW Marriot Hotel Hong Kong, Pacific Place, 88 Queensway, Hong Kong on Friday, 29th August, 2003 at 4:00 p.m., notice of which is set out on page 11 to 14 of the annual report of the Company;

• “associate” the meaning ascribed thereto in Rule 1.01 of the Listing Rules;

• “Board” the board of Directors at that time or a duly authorised committee thereof;

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

• “Directors” the directors of the Company;

• “Hong Kong”

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

• “Latest Practicable Date” 25th July, 2003, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained herein;

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

• “Shares”

• shares of HK$0.1 each in the capital of the Company or, if there has been a sub-division, reduction, consolidation, reclassification of or reconstruction of the share capital of the Company, the shares forming part of the ordinary equity share capital of the Company;

• “Shareholder(s)” at any time mean(s) holder(s) of Shares at that time;

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited; and

• “HK$”

Hong Kong dollars, the lawful currency of Hong Kong

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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)

Directors But Tin Hing But Tin Fu Leung Cheong Leung Kuen, Ivan

Independent non-executive directors Au Son Yiu Goh Gen Cheung

Principal office and

head office in Hong Kong: Unit H4, 1st Floor, Block 4 Kwun Tong Industrial Centre Nos. 436-446 Kwun Tong Road Kwun Tong Kowloon Hong Kong

Registered office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda 31st July 2003

To the shareholders Dear Sir or Madam,

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

INTRODUCTION

It is proposed that at the annual general meeting of the Company to be held on 29th August 2003, resolutions will be proposed to the Shareholders for their approval of the grant of the general mandates to the Directors to issue and repurchase Shares in the Company.

The purpose of this circular is to provide you with information in connection with the proposed resolutions to be passed at the AGM as set out in the notice of the AGM, which is contained in pages 11 to 14 of the annual report of the Company for the year ended 31st March 2003.

• for identification only

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

The Directors propose to pass the following ordinary resolutions at the forthcoming AGM to grant to the Directors the general mandates:

• (i) to allot, issue and otherwise deal with new Shares with an aggregate nominal amount not exceeding 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing the proposed resolution at the AGM; and

• (ii) to purchase Shares with an aggregate nominal amount not exceeding 10% of the aggregate nominal amount of issued share capital of the Company as at the date of passing the proposed resolution at the AGM.

The Directors will also propose a separate ordinary resolution at the AGM to add to the general mandate to issue those Shares purchased by the Company pursuant to the repurchase mandate granted to the Directors at the AGM.

An explanatory statement, as required by the Listing Rules to regulate repurchase by companies with primary listing on the Stock Exchange of their own securities on the Stock Exchange, giving requisite information for your consideration of the proposal to authorize the Directors to exercise the power of the Company to purchase Shares up to a maximum of 10% of the issued share capital of the Company as at the date of the AGM is set out in the Appendix to this circular.

ANNUAL GENERAL MEETING

The notice of the AGM is set out on pages 11 to 14 of the annual report of the Company for the year ended 31st March, 2003. A form of proxy for use at the AGM is enclosed in the said annual report. Whether or not Shareholders are able to attend the AGM in person, Shareholders should complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s branch share and transfer office, Tengis Limited at 28/F, Bank of East Asia Harbour View Centre, 56 Gloucester Road, Wanchai, Hong Kong as soon as possible but in any event not later than 48 hours before the time appointed for the holding of the AGM. Completion and return of the form of proxy will not preclude Shareholders from attending and voting in person at the AGM or any adjournment thereof should Shareholders so wish.

RECOMMENDATION

The Directors are of the opinion that the grant of the general mandates to issue and repurchase Shares are in the best interests of the Company and the Shareholders as a whole, and so recommend Shareholders to vote in favour of all the resolutions to be proposed at the AGM.

Yours faithfully But Tin Hing

Chairman

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EXPLANATORY STATEMENT

APPENDIX

The following is an explanatory statement required by the Listing Rules to be presented to Shareholders concerning the mandate to repurchase Shares proposed to be granted to the Directors.

1. LISTING RULES REGARDING PURCHASES OF SECURITIES

The Listing Rules permit companies with a primary listing on the Stock Exchange to purchase their securities on the Stock Exchange subject to certain restrictions.

The Listing Rules provide that all proposed purchases of securities by a company with a primary listing on the Stock Exchange must be approved in advance by an ordinary resolution, either by way of a general mandate or by a specific approval of a particular transaction and that the securities to be purchased must be fully paid up.

2. FUNDING OF PURCHASES

Any purchases will be made out of funds which are legally available for the purpose in accordance with the memorandum of association and bye-laws of the Company and the Companies Act 1981 of Bermuda. As compared with the financial position of the Company as at 31st March, 2003 (being the date of its latest audited accounts), the Directors consider that there will not be a material adverse impact on the working capital or on the gearing position of the Company in the event that the proposed purchases were to be carried out in full during the proposed purchase period.

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 of the Company or the gearing position of the Company as determined from time to time by the Directors.

3. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 312,000,000 Shares.

On the basis of 312,000,000 Shares in issue and on the basis that no further Shares will be issued or repurchased prior to the date of AGM, exercise in full of the general mandate to repurchase Shares will result in a maximum of 31,200,000 Shares being repurchased by the Company during the course of the period ending on the earliest of (i) the date of the next annual general meeting, (ii) the date by which the next annual general meeting of the Company is required to be held by law or the bye-laws of the Company and (iii) the date upon which such general mandate is revoked or varied.

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EXPLANATORY STATEMENT

APPENDIX

4. REASONS FOR PURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Directors to purchase Shares on the market. Such purchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value of the Company and/or its earning per Share and will only be made when the Directors believe that such purchases will benefit the Company and the Shareholders.

5. UNDERTAKING OF THE DIRECTORS

The Directors have undertaken to the Stock Exchange to exercise the repurchase mandate in accordance with the Listing Rules, the applicable laws of Bermuda and in accordance with the memorandum of association and bye-laws of the Company.

6. EFFECT OF TAKEOVERS CODE

A repurchase of Shares by the Company may result in an increase in the proportionate interests of a substantial shareholder of the Company in the voting rights of the Company, which could give rise to an obligation to make a mandatory offer in accordance with the Hong Kong Code on Takeovers and Mergers (the “ Code ”).

As at the Latest Practicable Date, to the best of the knowledge and belief of the Company, Mind Seekers Investment Limited (“Mind Seekers”) and Value Partners Limited who held approximately 50.50 per cent. and 13.33 per cent. respectively of the issued share capital of the Company, were the substantial shareholder holding more than 10 per cent. 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 resolution, the shareholding of Mind Seekers and Value Parners Limited, together with their respective associates (if any), in the Company would be increased to approximately 56.11 per cent. and 14.81 per cent respectively and such increases would not give rise to an obligation to make a mandatory offer under the Code or reduce the amount of Shares held by the public to less than 25 per cent. The Directors have no intention to purchase Shares to such an extent which will result in the amount of Shares held by the public being reduced to less than 25 per cent..

7. DIRECTORS, THEIR ASSOCIATES AND CONNECTED PERSONS

None of the Directors nor, to the best of the knowledge and belief of the Directors, having made all reasonable enquiries, any of their respective associates has any present intention, in the event that the proposed securities repurchase mandate is approved by Shareholders, to sell Shares to the Company. No connected person of the Company (as defined in the Listing Rules) has notified the Company that he/she has a present intention to sell Shares to the Company nor has he/she undertaken not to sell any of the Shares held by him/her to the Company in the event that the Company is authorised to make purchases of Shares.

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EXPLANATORY STATEMENT

APPENDIX

8. GENERAL

(a) SHARE REPURCHASE MADE BY THE COMPANY

The Company has not purchased any of its Shares (whether on the Stock Exchange or otherwise) in the six months preceding the Latest Practicable Date.

(b) SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange in each of the previous twelve months immediately prior to the Latest Practicable Date were as follows:

	Highest	Lowest
	HK$	HK$
2002
July	0.780	0.550
August	0.830	0.600
September	0.840	0.680
October	0.850	0.680
November	0.790	0.590
December	0.720	0.560
2003
January	0.720	0.560
February	0.680	0.480
March	0.550	0.300
April	0.380	0.100
May	0.192	0.150
June	0.200	0.157

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