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Solomon Systech (International) Limited Proxy Solicitation & Information Statement 2008

Apr 11, 2008

50785_rns_2008-04-11_85920d4b-620d-4267-b617-1d916aa8debb.pdf

Proxy Solicitation & Information Statement

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SOLOMON SYSTECH (INTERNATIONAL) LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2878)

PROXY FORM (ANNUAL GENERAL MEETING — 8 MAY 2008)

I/We[1] , (name of shareholder) of (address of shareholder) being the registered holder(s) of[2] shares of HK$0.10 each in the capital of Solomon Systech (International) Limited (the “Company”), hereby appoint[3]

(name of proxy) of

(address of the proxy)

or[4] the Chairman of the Meeting as my/our proxy to vote and act for me/us at the Annual General Meeting (and at any adjournment thereof) of the Company to be held at 4:30 p.m. on Thursday, 8 May 2008 at Room 3203, 32/F, Admiralty Centre I, 18 Harcourt Road, Hong Kong for the purpose of considering and, if thought fit, passing the resolutions set out in the notice convening the said Meeting and at such Meeting (and at any adjournment thereof) to vote on my/our behalf in respect of the Resolutions as indicated below.

Please indicate with a “�” in the appropriate box beside each of the resolutions how you wish the proxy to vote on your behalf[5] .

RESOLUTIONS FOR 5 AGAINST ABSTAIN
1. To receive
and
consider
the
Audited
Consolidated
Financial Statements and the Reports of the Directors and
the Independent Auditor for the year ended 31 December
2007.
2. To declare a final dividend for the year ended 31
December 2007.
3. (a) To re-elect Mr Huang Hsing Hua as Director.
(b) To re-elect Mr Chang Ching Yi, Steven as Director.
(c) To re-elect Mr Wong Yuet Leung, Frankie as
Director.
(d) To authorise the Board of Directors to fix the
Directors’ remuneration.
4. To appoint
PricewaterhouseCoopers
as
Independent
Auditor
and
authorise
the
Directors
to
fix
their
remuneration.
5. (A) Ordinary Resolution — to grant a general mandate
to the Directors to repurchase shares up to a
maximum of 10% of the existing issued share
capital.
(B) Ordinary Resolution — to grant a general mandate
to the Directors to allot, issue or deal with new
shares up to a maximum of 20% of the existing
issued share capital.
(C) Ordinary
Resolution

to
extend
the
general
mandate granted to the Directors to issue new
shares by the number of shares repurchased.

Shareholder’s Signature[6]

Dated this

day of

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS .

  2. Please insert the number of shares registered in your name(s) to which this form of proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares in the capital of the Company registered in your name(s).

  3. Any member entitled to attend and vote at the Meeting is entitled to appoint one or more proxies to attend and on a poll, vote in his/her stead. A proxy need not be a member of the Company. If no name is inserted, the Chairman of the Meeting will act as your proxy.

  4. If any proxy other than the Chairman of the Meeting is appointed, please delete the words “or the Chairman of the Meeting” and insert the name and address of the proxy appointed in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE SHAREHOLDER WHO SIGNS IT.

  5. IMPORTANT: IF YOU WISH TO VOTE FOR ANY OF THE RESOLUTIONS, PLEASE TICK IN THE APPROPRIATE BOX MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY OF THE RESOLUTIONS, PLEASE TICK IN THE APPROPRIATE BOX MARKED “AGAINST”. IF YOU WISH TO ABSTAIN FROM VOTING ON ANY RESOLUTION, PLEASE TICK IN THE APPROPRIATE BOX MARKED “ABSTAIN”. Any abstain vote or waiver to vote or failure to tick either box of a resolution will entitle your proxy to cast his/her vote at his/her discretion in respect of that resolution. Your proxy will also be entitled to vote at his/her discretion on any resolution properly put to the Meeting other than those referred to in the notice convening the Meeting.

  6. This form of proxy must be signed by you or your attorney duly authorised in writing, or in the case of a corporation, must be either executed under its common seal or under hand of an officer, attorney or other person duly authorised.

  7. In the case of joint registered holders of any share, any one of such persons may vote at the Meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto, but if more than one of such joint holders is present at the Meeting personally or by proxy, the person whose name stands first on the register of members in respect of the relevant share will alone be entitled to vote in respect thereof.

  8. To be valid, this form of proxy together with the power of attorney (if any) or other authority (if any) under which it is signed, or a notarially certified copy thereof, must be deposited at the Company’s Hong Kong Share Registrar, Tricor Investor Services Limited at 26/F Tesbury Centre, 28 Queen’s Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the Meeting or any adjournment thereof.

  9. Completion and return of this form of proxy will not preclude you from attending and voting in person at the Annual General Meeting if you so wish and in such event, this form of proxy shall be deemed to be revoked.

  10. Notice of the Annual General Meeting is contained in the circular issued by the Company which has been sent together with the proxy form to the shareholders of the Company.