Sunshine 100 China Holdings Ltd — Proxy Solicitation & Information Statement 2003

Jul 29, 2003

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.

SOLARTECH INTERNATIONAL HOLDINGS LIMITED 榮盛科技國際控股有限公司 *

(Incorporated in Bermuda with limited liability)

Executive directors: Registered office: CHAU Lai Him (Chairman and Managing Director) Clarendon House ZHOU Jin Hua (Deputy Chairman) 2 Church Street LAU Man Tak Hamilton HM 11 LIU Jin Rong Bermuda

Independent non-executive directors: Head office and principal place of CHUNG Kam Kwong business in Hong Kong: LO Kao Cheng No. 7, 2nd Floor LO Wai Ming Kingsford Industrial Centre 13 Wang Hoi Road Kowloon Bay Kowloon Hong Kong 29 July 2003

To the Shareholders

Dear Sir/Madam,

PROPOSED GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

INTRODUCTION

The Directors consider that it is in the interests of the Company and its shareholders (“Shareholders”) that the Directors should be granted general mandates (i) to repurchase ordinary shares of HK$0.01 each in the capital of the Company (“Shares”); (ii) to allot, issue or otherwise deal with Shares; and (iii) to extend the general mandate to issue Shares by adding

• The Chinese name is for identification purposes only

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to it the aggregate nominal amount of the share capital of the Company repurchased under the repurchase mandate.

This circular contains all the information reasonably necessary to enable Shareholders to make an informed decision on whether to vote for or against the resolutions proposed.

GENERAL MANDATE TO REPURCHASE SHARES

Under the Companies Act 1981 of Bermuda (as amended) (“Companies Act”) and the Rules (“Listing Rules”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”), listed companies are allowed to repurchase their own issued shares. Any shares so purchased shall then be cancelled, and any such purchases are subject to measures for the protection and fair treatment of shareholders and creditors of the company, as laid down in the Companies Act, the Code on Share Repurchases issued by the Securities and Futures Commission and the Listing Rules. The Bye-laws of the Company also enable such share repurchases to be made. The Directors consider that these provisions increase the flexibility in the conduct of the Company’s affairs and are in the interests of its shareholders, and that such arrangements should continue to be adopted by the Company.

At the special general meeting of the Company held on 16 September 2002, ordinary resolutions were passed granting a general mandate to the Directors to allot, issue and deal with Shares not exceeding 20 per cent. of the aggregate nominal amount of the issued share capital of the Company as at that date (“Existing Issue Mandate”) and a general mandate to the Directors to repurchase Shares not exceeding 10 per cent. of the issued share capital of the Company as at that date (“Existing Repurchase Mandate”).

In accordance with the provisions of the Listing Rules and the terms of the Existing Issue Mandate and the Existing Repurchase Mandate, the Existing Issue Mandate and the Existing Repurchase Mandate shall lapse at the forthcoming Annual General Meeting to be held on 22 August 2003 (“Annual General Meeting”).

At the Annual General Meeting, an ordinary resolution will be proposed that the Directors be given a new general mandate to exercise all powers of the Company to repurchase Shares subject to the criteria set out in this circular. Shareholders should note that the maximum number of Shares that may be repurchased pursuant to the mandate as set out in Resolution 4(B) of the Notice of Annual General Meeting will be such number of Shares not exceeding 10% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the resolution. A resolution authorising the extension of the general mandate to the Directors to issue additional Shares by the number of Shares repurchased (if any) under the repurchase mandate is to be proposed as Resolution 4(C) at the Annual General Meeting.

The Appendix to this circular contains the Explanatory Statement required by the Listing Rules to be given to Shareholders in connection with the approval of a securities repurchase mandate.

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GENERAL MANDATE TO ISSUE SHARES

At the Annual General Meeting, an ordinary resolution as set out in Resolution 4(A) of the Notice of Annual General Meeting will be proposed, inter alia, to grant to the Directors a general mandate to allot, issue or otherwise deal with Shares up to an aggregate amount not exceeding 20% of the aggregate nominal amount of the share capital of the Company in issue at the date of the resolution. Such mandate to issue Shares will give the Directors greater flexibility to issue Shares when it is in the interests of the Company to do so.

ANNUAL GENERAL MEETING

Notice of Annual General Meeting for the Annual General Meeting to be held at 2/F, Begonia Room, Regal Kaitak Hotel, 30-38 Sa Po Road, Kowloon City, Kowloon, Hong Kong on Friday, 22 August 2003 at 10:00 a.m. is set out on pages 3 to 6 of the 2003 Annual Report. Resolutions in respect of the general mandates as referred to above will be proposed at the Annual General Meeting.

Whether or not you are able to attend, please complete and return the form of proxy to the head office and principal place of business of the Company in Hong Kong at No. 7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong, as soon as possible, and in any event not less than 48 hours before the time appointed for holding the meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting should you so wish.

RECOMMENDATION

The Directors consider that the grant of: (i) a general mandate to repurchase Shares; (ii) a general mandate to issue Shares; and (iii) the mandate allowing the number of Shares repurchased to be added to the number of Shares that may be allotted pursuant to the general mandate to issue Shares are each in the best interests of the Company, and accordingly, recommend all Shareholders to vote in favour of the resolutions to be proposed at the Annual General Meeting.

By Order of the Board Chau Lai Him Chairman

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APPENDIX EXPLANATORY STATEMENT GRANT OF REPURCHASE MANDATE

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide all the information in relation to the Repurchase Mandate for your consideration.

I. LISTING RULES RELATING TO THE REPURCHASES OF SECURITIES

The Listing Rules permit companies whose primary listing is on the Stock Exchange to repurchase their securities on the Stock Exchange subject to certain restrictions. The Company is empowered by its bye-laws to repurchase its own securities.

II. REASON FOR REPURCHASE

The Directors have no present intention in repurchasing any Shares. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net assets per share of the Company and/or its earnings per Share and will only be made when the Directors believe that such a repurchase will benefit the Company and its shareholders.

III. SHARE CAPITAL

As at 24 July 2003 (being the latest practicable date prior to the printing of this circular), the issued share capital of the Company comprised 189,584,362 fully paid-up Shares.

Subject to the passing of the relevant resolutions at the Annual General Meeting and on the basis that no further Shares are issued or repurchased between the latest practicable date and the date of the Annual General Meeting, the Company will be allowed under the repurchase mandate to repurchase on the Stock Exchange a maximum of 18,958,436 Shares during the period ending on the earlier of the conclusion of the 2004 annual general meeting of the Company or the date on which the 2004 annual general meeting of the Company is required to be held by the Bye-laws of the Company or Bermuda law or the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting.

IV. FUNDING OF REPURCHASE

In repurchasing securities, the Company may only apply funds legally available for such purpose in accordance with its bye-laws and the applicable laws of Bermuda.

It is envisaged that the funds required for any repurchase of securities would be derived from the capital paid up on the Shares being repurchased or from the funds of the Company otherwise available for dividend or distribution or out of the proceeds of a fresh issue of shares made for the purposes of repurchase.

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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 level (as compared with the position disclosed in its most recent published audited accounts) which in the opinion of the Directors are from time to time appropriate for the Company.

V. SHARE PRICES

The highest and lowest prices at which the Shares had been traded on the Stock Exchange during each of the previous twelve months were as follows:

	Price	per Share
	Highest	Lowest
	HK$	HK$
2002
July	1.000	1.000
August	1.000	1.000
September	1.000	0.205
October	0.350	0.211
November	0.310	0.230
December	0.280	0.230
2003
January	0.243	0.226
February	0.245	0.220
March	0.230	0.190
April	0.190	0.140
May	0.197	0.150
June	0.246	0.215

VI. SHARES REPURCHASES MADE BY THE COMPANY

During the year ended 31 March 2003, the Company and its subsidiaries had not purchased, sold or redeemed any of the Company’s listed securities.

VII. GENERAL

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules and the applicable laws of Bermuda.

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If, as a result of a securities repurchase a Shareholders’s proportionate interest in the voting rights of the repurchasing company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Hong Kong Code on Takeovers and Mergers (the “Takeovers Code”).

As at the Latest Practicable Date, the substantial Shareholders together with their respective associates were beneficially interested in 55,752,000 Shares, representing approximately 29.41% of the issued share capital of the Company. In the event that the Directors exercised in full the power to repurchase Shares in accordance with the terms of the Repurchase Mandate and assuming no further Shares are issued by the Company, the interests of the substantial Shareholders together with their respective associates in the Company would be increased to approximately 32.68% of the issued share capital of the Company. Such an increase will trigger any mandatory general offer obligations under the Takeovers Code.

None of the Directors nor, 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 approved by the Shareholders, to sell any Shares or other securities to the Company or its subsidiaries.

No connected person (as defined in the Listing Rules) has notified the Company that he/ she has a present intention to sell any Shares to the Company nor has any such connected person undertaken not to sell any of the Shares held by him/her to the Company, in the event that the Repurchase Mandate is approved by the Shareholders.

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