Comtec Solar Systems Group Limited — AGM Information 2007

Oct 3, 2007

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in 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 adviser.

If you have sold or transferred all your shares in Sun East Technology (Holdings) Limited , 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.

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

---

(Incorporated in Bermuda with limited liability)

(Stock code: 365)

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES, RE-ELECTION OF RETIRING DIRECTORS 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 26 October 2007 at Iris Room, 2/F, The Royal Garden Hotel, 69 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 26/F., Tesbury Centre, 28 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

4 October 2007

CONTENT

		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 . . . . . . . . . . . . . . . . . . . . . . .	4
4.	AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
5.	POLLING PROCEDURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
6.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
7.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
8.	FURTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX 1 – EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . .		7
APPENDIX 2 – DETAILS OF RETIRING DIRECTORS PROPOSED
	FOR RE-ELECTION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
**NOTICE **	OF ANNUAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

DEFINITIONS

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

• “AGM” the annual general meeting of the Company to be held at Iris Room, 2/F, The Royal Garden Hotel, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on 26 October 2007 at 11 a.m. (or any adjournment thereof);

• “AGM Notice” the notice convening the AGM as set out on pages 13 to 17 to this circular;

• “Associate” shall have the meaning ascribed to that term under Rule 1.01 of the Listing Rules;

• “Board” the board of Directors or a duly authorized committee of the board of Directors;

• “Bye-laws” the 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 securities 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;

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

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong;

• “Latest Practicable Date” 30 September 2007, 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 Investments 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)”	holders 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 Rule 1.01 of 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

---

(Incorporated in Bermuda with limited liability)

(Stock code: 365)

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. YAU Wing Leung, Frankie

Principal place of business: Unit H4, 1st Floor, Phase 4 Kwun Tong Industrial Centre Nos. 436 - 446 Kwun Tong Road Kwun Tong Kowloon Hong Kong

4 October 2007

To the Shareholders

Dear Sir or Madam,

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

1. INTRODUCTION

The purpose of this circular is to provide the Shareholders with the notice of the AGM and the information in respect of the necessary resolutions which will be proposed at the 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 the Shares in 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 purchase up to 10% of the Shares in the

* for identification purposes only

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LETTER FROM THE BOARD

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 and (iv) the re-election of retiring Directors.

2. GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At an annual general meeting of the Company held on 18 September 2006, 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 of the Company repurchased by the Company pursuant to and in accordance with the Repurchase Mandate.

The Issue Mandate, the Repurchase Mandate and the extension of the Issue Mandate will continue in force until the conclusion of the next annual general meeting of the Company or any earlier date as referred to in resolutions numbered 4A, 4B and 4C set out in the AGM Notice.

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

Pursuant to Bye-laws 87 and 88, at each annual general meeting one-third or nearest to but not greater than one-third of the Directors shall retire from office by rotation. A retiring director shall be eligible for re-election. Mr. But Tin Fu, Mr. Leung Cheong and Mr. Leung Kuen, Ivan, being Directors retiring by rotation, shall retire and, being eligible, offer themselves for re-election at the AGM.

Details on the retiring Directors are set out in Appendix 2 to this circular.

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LETTER FROM THE BOARD

4. AGM

The notice convening the AGM to be held on 26 October 2007 at 11 a.m. (or any adjournment thereof) at Iris Room, 2/F, The Royal Garden Hotel, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong is set out on pages 13 to 17 to this circular at which the necessary resolutions will be proposed 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 the Shares in 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 purchase up to 10% of the Shares in issue as at the date of passing of the relevant resolution; (iii) the extension of the general mandate as set out in (i) above; and (iv) the re-election of retiring Directors.

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 26/F., Tesbury Centre, 28 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 a Shareholder from attending and voting in person at the AGM (or any adjournment thereof) should he/she so desire.

5. POLLING PROCEDURES

Set out below are the procedures by which the Shareholders, the chairman of any Shareholders’ meeting and the Directors may demand a poll pursuant to the Bye-law 66:

A resolution put to the vote of a meeting shall be decided on a show of hands unless (before or on the declaration of the resolution of the show of hands or on the withdrawal of any other demand for a poll) a poll is demanded:

• (a) by the chairman of such meeting; or

• (b) by any of the Directors who individually or collectively (with the chairman of the relevant shareholders’ meeting of the Company) hold proxies in respect of Shares holding 5% or more of the total voting rights at a particular meeting or Shareholders of the Company, and if on a show of hands such meeting votes in the opposite manner to that instructed in those proxies, such directors shall have the right to demand a poll; or

• (c) by at least three Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorized representative) or by proxy for the time being entitled to vote at the meeting; or

• (d) by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorized representative) or by proxy and representing not less than one-tenth of the total voting rights of all Shareholders having the right to vote at the meeting; or

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LETTER FROM THE BOARD

• (e) by a Shareholder or Shareholders present in person (or in the case of a Shareholder being a corporation by its duly authorized representative) or by proxy and holding shares in the Company conferring a right to vote at the meeting being shares on which an aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all shares conferring that right.

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 extension of the Issue Mandate; and (iv) the re-election of retiring Directors 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.

8. FURTHER INFORMATION

Your attention is drawn to Appendix 1 of this circular which provides an explanatory statement concerning the proposed resolution to repurchase Shares and Appendix 2 which sets out details of the retiring Directors.

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

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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 approximately 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.

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 2007) 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

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EXPLANATORY STATEMENT

APPENDIX 1

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$
2006
September							0.213	0.184
October							0.213	0.184
November							0.208	0.161
December							0.224	0.170
2007
January							0.290	0.168
February							0.510	0.280
March							0.550	0.310
April							0.510	0.400
May							0.495	0.400
June							0.510	0.400
July							0.510	0.350
August							0.435	0.200
September	(up	to	the	Latest	Practicable	Date)	0.325	0.260

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.

7. GENERAL

None of the Directors, to the best of their knowledge having made all reasonable enquiries, 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.

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EXPLANATORY STATEMENT

APPENDIX 1

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 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 Rules 26 and 32 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
		Number	the Company’s
Name of		of Shares	issued share
Shareholders	Capacity/nature of interests	held	capital
Mind Seekers	Directly beneficially owned	220,605,840	42.02%

Therefore, as at the Latest Practicable Date, Mind Seekers, being the Substantial Shareholder, had a direct beneficial interest 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 to make a mandatory offer in accordance with Rules 26 and 32 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.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX 2

Pursuant to Bye-laws 87 and 88, Mr. But Tin Fu (“Mr. But”), Mr. Leung Cheong (“Mr. Leung”) and Mr. Leung Kuen, Ivan (“Ivan”), being Directors retiring by rotation, shall retire and, being eligible, offer themselves for re-election at the AGM. Their details are as follows:

Mr. But Tin Fu ( ), aged 49, is an executive Director, the Chairman and a member of remuneration committee of the Company. He is responsible for the Group’s overall strategic planning and management. Mr. But joined the Group in 1987 and has over 20 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. Mr. But is a director of Mind Seekers and all the subsidiaries of the Company.

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 20% 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 5,726,000 Shares (approximately 1.09% of issued share capital of the Company). Mr. But has options (under which he is entitled to exercise a total of 8,806,452 shares of the Company) granted under the share option scheme of the Company. Save as disclosed above, Mr. Leung is not interested in Shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. But is a brother of Mr. But Tin Hing, an executive Director of the Company. Save as disclosed above, Mr. But does not have any relationship with any other Directors, senior management or substantial or controlling Shareholders or 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 annual general meeting of the Company in accordance with the provisions of Bye-laws which require, inter alia, that at each annual general meeting of the Company, one-third of the directors of the Company for the time being shall retire from office by rotation. The director’s emoluments, which are determined based on his experience and expertise, are at the rate of HK$70,000 per month payable in arrears at the end of each calendar month. Mr. But is entitled to 13 months of emoluments each year. In accordance with the Service Contract, after each year of his service, the emoluments shall be increased by no more than 15% at the discretion of the Board. A discretionary bonus may be decided by the Board based on Mr. But’s performance and service for each year of his service, provided that the total amount of bonus payable to him for such year shall not exceed 10% of the audited consolidated profit after taxation but before extraordinary items of the Group (if any) for the relevant year (the “Profit”) and provided further that the Profit for such year exceeds HK$32 million.

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.

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DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

APPENDIX 2

Mr. Leung Cheong ( ), aged 46, is an executive Director, the Managing Director and the Chief Executive Officer of the Company. He is responsible for the Group’s sale and marketing. Mr. Leung joined the Group in 1987 and has over 20 years of experience in the electronics industry. Other than the directorship held in the Company, Mr. Leung does not have any directorships in any listed company within the last 3 years. Mr. Leung is a director of Mind Seekers and all the subsidiaries of the Company.

According to the register maintained by the Company pursuant to Sections 336 and 352 of the SFO, as at the Latest Practicable Date, Mr. Leung beneficially owns 20% interest in Mind Seekers, which in turn owns 220,605,840 Shares (approximately 42.02% of the issued share capital of the Company). Mr. Leung also beneficially owns 1,442,280 Shares (approximately 0.27% of issued share capital of the Company). Mr. Leung has options (under which he is entitled to exercise a total of 8,806,452 shares of the Company) granted under the share option scheme of the Company. Save as disclosed above, Mr. Leung is not interested in Shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Leung is a brother of Mr. Leung Kuen, Ivan, an executive Director of the Company. Save as disclosed above, Mr. Leung does not have any relationship with any other Directors, senior management or substantial or controlling Shareholders or the Company.

With regard to the existing service contract (the “Service Contract”) entered into between Mr. Leung 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 annual general meeting of the Company in accordance with the provisions of Bye-laws which require, inter alia, that at each annual general meeting of the Company, one-third of the directors of the Company for the time being shall retire from office by rotation. The director’s emoluments, which are determined based on his experience and expertise, are at the rate of HK$70,000 per month payable in arrears at the end of each calendar month. Mr. Leung is entitled to 13 months of emoluments each year. In accordance with the Service Contract, after each year of his service, the emoluments shall be increased by no more than 15% at the discretion of the Board. A discretionary bonus may be decided by the Board based on Mr. Leung’s performance and service for each year of his service, provided that the total amount of bonus payable to him for such year shall not exceed 10% of the audited consolidated profit after taxation but before extraordinary items of the Group (if any) for the relevant year (the “Profit”) and provided further that the Profit for such year exceeds HK$32 million.

There is no information relating to Mr. Leung 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. Leung Kuen, Ivan ( ), aged 50, is an executive Director of the Company. He is responsible for the Group’s research and development of equipment for production lines. Ivan joined the Group in 1991 and has over 16 years of experience in the mechanical

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APPENDIX 2 DETAILS OF RETIRING DIRECTORS PROPOSED FOR RE-ELECTION

engineering field. Other than the directorship held in the Company, Ivan does not have any directorships in any listed company within the last 3 years. Ivan is a director of Mind Seekers and all the subsidiaries of the Company.

According to the register maintained by the Company pursuant to Sections 336 and 352 of the SFO, as at the Latest Practicable Date, Ivan beneficially owns 10% interest in Mind Seekers, which in turn owns 220,605,840 Shares (approximately 42.02% of the issued share capital of the Company). Ivan also beneficially owns 4,536,520 Shares (approximately 0.86% of issued share capital of the Company). Ivan has options (under which he is entitled to exercise a total of 8,806,452 shares of the Company) granted under the share option scheme of the Company. Save as disclosed above, Ivan is not interested in Shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Ivan is a brother of Mr. Leung Cheong, an executive Director, the Managing Director and Chief Executive Officer of the Company. Save as disclosed above, Ivan does not have any relationship with any other Directors, senior management or substantial or controlling Shareholders or the Company.

With regard to the existing service contract (the “Service Contract”) entered into between Ivan 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 annual general meeting of the Company in accordance with the provisions of Bye-laws which require, inter alia, that at each annual general meeting of the Company, one-third of the directors of the Company for the time being shall retire from office by rotation. The director’s emoluments, which are determined based on his experience and expertise, are at the rate of HK$70,000 per month payable in arrears at the end of each calendar month. Ivan is entitled to 13 months of emoluments each year. In accordance with the Service Contract, after each year of his service, the emoluments shall be increased by no more than 15% at the discretion of the Board. A discretionary bonus may be decided by the Board based on Ivan’s performance and service for each year of his service, provided that the total amount of bonus payable to him for such year shall not exceed 10% of the audited consolidated profit after taxation but before extraordinary items of the Group (if any) for the relevant year (the “Profit”) and provided further that the Profit for such year exceeds HK$32 million.

There is no information relating to Ivan 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

*

(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 convened and held at Iris Room, 2/F, The Royal Garden Hotel, 69 Mody Road, Tsim Sha Tsui East, Kowloon, Hong Kong on 26 October 2007, Friday 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 (the “ Auditors ”) of the Company thereon for the year ended 31 March 2007;

2. to re-elect the retiring Directors and to authorize the board of Directors to fix their remuneration;

3. to re-appoint Auditors and to authorize the Directors to fix their remuneration;

ORDINARY RESOLUTIONS

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

A. 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 of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional 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;

* for identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING

• (b) the approval in sub-paragraph (a) above shall authorize the directors of the Company 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 of the Company 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 shares of the Company 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 of the Company, 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 subparagraph (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 annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company, the Companies Act 1981 of Bermuda or any other applicable law 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 of the Company 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 of the Company to holders of shares of the Company 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 of the Company may deem

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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).”

B. THAT :

• (a) subject to sub-paragraph (b) below, the exercise by the Directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase issued shares in the capital of the Company (“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, and otherwise in accordance with the rules and regulations of the Securities and Futures Commission, the Stock Exchange, the Companies Act 1981 of Bermuda and all other 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 annual general meeting of the Company;

• (ii) the expiration of the period within which the next annual general meeting of the Company is required by the bye-laws of the Company, the Companies Act 1981 of Bermuda or any other applicable law 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 of the Company by this resolution;

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C. THAT :

conditional upon the resolutions numbered 4A and 4B set out in the notice convening this meeting being duly passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and deal with shares of the Company pursuant to resolution numbered 4A 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 of the Company pursuant to such general mandate, an 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 4B in the notice convening this meeting, provided that such 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, For and on behalf of the Board But Tin Fu Chairman

4 October 2007

Hong Kong Special Administrative Region

of the People’s Republic of China

Notes:

• (1) The register of members of the Company will be closed from 24 October 2007 to 26 October 2007, both days inclusive. All transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share and transfer office, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on 23 October 2007.

• (2) A member of the Company entitled to attend and vote at the annual general meeting of the Company convened by the above notice 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 Registrar in Hong Kong, Tricor Tengis Limited, at 26/F., Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for

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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 set out in resolution number 2 in this notice regarding re-election of the retiring directors of the Company, their respective biography is set out in Appendix 2 to this circular.

• (6) In relation to the proposed resolution set out in resolution numbered 4A of the above notice, approval is being sought from the shareholders for the grant to the directors of the Company of a general mandate to authorize the allotment and issue of shares under the Listing Rules. The directors of the Company have no immediate plans to issue any new shares of the Company.

• (7) In relation to the proposed resolution set out in resolution numbered 4B of the above notice, the directors of the Company 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 circular published by the Company on 4 October 2007.

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