Sunshine 100 China Holdings Ltd — Proxy Solicitation & Information Statement 2011

Oct 11, 2011

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Solartech International Holdings Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make 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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SOLARTECH INTERNATIONAL HOLDINGS LIMITED 蒙古礦業控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1166)

PROPOSALS FOR GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE NEW SECURITIES, RE-ELECTION OF RETIRING DIRECTORS AND

NOTICE OF ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting of Solartech International Holdings Limited (the “ Company ”) to be held at Monet Room B, Basement 1, InterContinental Grand Standford Hong Kong, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on Friday, 2 December 2011 at 10:00 a.m. at which the above proposals will be considered is set out in Appendix III to this circular.

A form of proxy for the Annual General Meeting is also enclosed with this circular. If you are not able to attend the meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the head office and principal place of business of the Company in Hong Kong at Unit 7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the meeting. Completion and return of the form of proxy will not preclude you from attending and voting at the meeting if you so wish.

12 October 2011

* for identification purpose only

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General Mandate to repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandate to issue securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
APPENDIX I — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . .	6
APPENDIX II — DETAILS OF THE DIRECTORS PROPOSED TO
BE RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX III — NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	11

Accompanying document:

Form of Proxy

DEFINITIONS

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

• “Annual General Meeting” or the 2011 annual general meeting of the Company to be “AGM” held on Friday, 2 December 2011, notice of which is set out in Appendix III to this circular;

• “associate” has the meaning ascribed to it in the Listing Rules;

• “Board” the board of Directors;

• “Bye-laws” the bye-laws of the Company;

• “Company” Solartech International Holdings Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the main board of the Stock Exchange (Stock Code: 1166);

• “Director(s)” director(s) of the Company;

• “Group” the Company and its subsidiaries;

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

• “Issue Mandate”

• shall have the meaning as defined under the paragraph headed “General Mandate to Issue Securities” in the “Letter from the Board” of this circular;

• “Latest Practicable Date” 6 October 2011, being the latest practicable date prior to the printing of this circular for ascertaining certain information herein;

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

• “Repurchase Mandate”

• shall have the meaning as defined under the paragraph headed “General Mandate to Repurchase Shares” in the “Letter from the Board” of this circular;

• “Share(s)”

• ordinary share(s) of HK$0.01 each in the capital of the Company;

• “Shareholder(s)” holder(s) of the Share(s);

• “Stock Exchange”

The Stock Exchange of Hong Kong Limited;

– 1 –

DEFINITIONS

“HK$” Hong Kong dollars, the lawful currency of Hong Kong; and “%” per cent.

– 2 –

LETTER FROM THE BOARD

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SOLARTECH INTERNATIONAL HOLDINGS LIMITED 蒙古礦業控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1166)

Executive directors: CHAU Lai Him (Chairman and Managing Director) ZHOU Jin Hua (Deputy Chairman) LIU Dong Yang BUYAN-OTGON Narmandakh

Registered office: Clarendon House 2 Church Street Hamilton HM11 Bermuda

Independent non-executive directors: CHUNG Kam Kwong LO Wai Ming LO Chao Ming

Head office and principal place of business: Unit 7, 2nd Floor Kingsford Industrial Centre 13 Wang Hoi Road Kowloon Bay Kowloon Hong Kong 12 October 2011

To the Shareholders,

Dear Sir/Madam,

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

INTRODUCTION

The purpose of this circular is to provide you with information regarding resolutions to be proposed at the Annual General Meeting of the Company to be held on Friday, 2 December 2011, as required by the relevant rules set out in the Listing Rules. These include (i) ordinary resolutions relating to the granting to the Directors of the general mandates for the repurchase of Shares and the issue of new securities and adding any Shares repurchased under the Repurchase Mandate to the Issue Mandate; and (ii)

* for identification purpose only

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LETTER FROM THE BOARD

ordinary resolutions relating to the re-election of retiring Directors. The existing general mandates for the repurchase of Shares and the issue of new securities will lapse at the forthcoming AGM.

GENERAL MANDATE TO REPURCHASE SHARES

At the AGM, an ordinary resolution will be proposed that the Directors be granted a general and unconditional mandate to exercise all powers of the Company to repurchase on the Stock Exchange or on any other stock exchange on which the Shares may be listed, Shares up to a maximum of 10% of the issued share capital of the Company as at the date of passing of the relevant resolution (the “ Repurchase Mandate ”). Details of the Repurchase Mandate are set out in ordinary resolution B set out in item 6 of the AGM Notice.

GENERAL MANDATE TO ISSUE SECURITIES

An ordinary resolution will also be proposed that the Directors be granted a general and unconditional mandate to allot, issue and deal with securities of the Company up to a maximum of 20% of the issued share capital of the Company as at the date of passing of the relevant resolution (the “ Issue Mandate ”).

As at the Latest Practicable Date, the Company had an aggregate of 1,261,283,018 Shares in issue. Subject to the passing of the proposed ordinary resolution at the AGM for the approval of granting the Issue Mandate to the Directors and on the basis that no Shares would be issued by the Company from the Latest Practicable Date up to the date of the next annual general meeting, the Issue Mandate would allow the Directors to issue and allot up to a maximum of 252,256,603 Shares, representing 20% of the aggregate nominal amount of the share capital of the Company in issue as at the date of the AGM. Details of the Issue Mandate are set out in ordinary resolutions A and C set out in item 6 of the AGM Notice, respectively.

In addition, an ordinary resolution will be proposed at the AGM adding any Shares repurchased under the Repurchase Mandate to the Issue Mandate. The Repurchase Mandate and the Issue Mandate would continue in force until the conclusion of the next annual general meeting of the Company unless it is renewed at such meeting or until revoked or varied by ordinary resolution of the Shareholders in a general meeting held prior to the next annual general meeting of the Company.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed general mandate to repurchase Shares is set out in Appendix I to this circular. The explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolutions at the AGM.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

Messrs. Chau Lai Him, Zhou Jin Hua and Chung Kam Kwong will retire from office as Directors at the AGM and each of the aforementioned Directors, being eligible, will offer themselves for re-election pursuant to Bye-laws 86(2) and 87 of the Bye-laws.

Details of Messrs. Chau Lai Him, Zhou Jin Hua and Chung Kam Kwong, which are required to be disclosed pursuant to the Listing Rules, are set out in Appendix II to this circular.

NOTICE OF ANNUAL GENERAL MEETING

Notice of the AGM is set out in Appendix III to this circular. A proxy form for appointing proxy is despatched with this circular and published on the website of the Stock Exchange (www.hkex.com.hk). If you are not able to attend the AGM, you are requested to complete the proxy form and return it to the head office and principal place of business of the Company in Hong Kong at Unit 7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong not less than 48 hours before the time appointed for the holding of the AGM or the adjourned meeting. Completion and return of a proxy form will not preclude you from attending and voting at the meeting and at any adjournment thereof if you so wish.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll. Accordingly, all resolutions will be put to vote by way of poll at the Annual General Meeting pursuant to Bye-law 66 of the Bye-laws. An announcement on the poll vote results will be made by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, no Shareholders will be required to abstain from voting on any resolutions to be approved at the AGM.

RECOMMENDATION

The Directors consider that the proposed granting of the general mandates to the Directors to repurchase Shares and to issue new securities and adding any Shares repurchased under the Repurchase Mandate to the Issue Mandate and the re-election of the retiring Directors are in the best interests of the Company and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all of the resolutions to be proposed at the AGM.

Yours faithfully, For and on behalf of the Board

Chau Lai Him

Chairman

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APPENDIX I

EXPLANATORY STATEMENT

This Appendix serves as an explanatory statement, as required by Rule 10.06 of the Listing Rules, to provide certain information to you for your consideration of the proposal to approve Repurchase Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, there was a total of 1,261,283,018 Shares in issue.

Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 126,128,301 Shares during the course of the period from the AGM to 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 or any applicable laws to be held; and (iii) the date upon which such authority is revoked or varied by resolutions of the Shareholders in general meeting.

2. REASONS FOR REPURCHASES

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

3. FUNDING OF REPURCHASES

Repurchases made pursuant to the Repurchase Mandate shall be funded out of funds legally available for the purpose in accordance with the Bye-laws and the applicable laws of Bermuda. Under the laws of Bermuda, the repurchased Shares will be cancelled and the Company’s issued share capital will be reduced by the nominal value of those repurchased Shares accordingly. However, the aggregate amount of the Company’s authorised capital will not be reduced.

There might be a 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 for the year ended 30 June 2011) in the event that the Repurchase Mandate is exercised in full. However, the Directors do not propose to exercise the Repurchase Mandate to such extent as would, in the circumstances, have a material adverse impact on the working capital requirements of the Company or the gearing levels of the Company.

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APPENDIX I

EXPLANATORY STATEMENT

4. SHARE PRICES

The following table shows the highest and lowest prices at which the Shares have been traded on the Stock Exchange during each of the 12 months preceding the Latest Practicable Date:

	Share prices per Share	Share prices per Share
	Highest	Lowest
	HK$	HK$
Month
2010
October	1.780	0.540
November	1.200	0.880
December	1.140	0.920
2011
January	1.100	0.660
February	0.800	0.660
March	0.860	0.660
April	0.880	0.560
May	0.640	0.500
June	0.560	0.320
July	0.370	0.238
August	0.238	0.145
September	0.229	0.153
1 October to Latest Practicable Date	0.180	0.149

5. GENERAL

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their associates, has any present intention to sell any Shares to the Company, if the Repurchase Mandate is approved by the Shareholders.

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

The Company has not been notified by any connected person of the Company (as defined in the Listing Rules) that such a person has a present intention to sell, or has undertaken not to sell, any Shares to the Company, if the Repurchase Mandate is approved by the Shareholders.

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APPENDIX I

EXPLANATORY STATEMENT

If, as a result of a repurchase of Shares, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of Rule 32 of the Hong Kong Code on Takeovers and Mergers (the “ Code ”). Accordingly, a Shareholder or a group of Shareholders acting in concert, depending on the level of increase of the Shareholders’ interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Code.

As at the Latest Practicable Date, the substantial Shareholders together with their respective associates were beneficially interested in 126,000,000 Shares, representing approximately 9.99% 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 11.10% of the issued share capital of the Company. Such an increase will not trigger any mandatory general offer obligations under the Code.

Save as disclosed above, the Directors are currently not aware of any consequences which will arise under the Code as a result of any purchase made under the Repurchase Mandate.

In the last six months preceding the Latest Practicable Date for this circular, the Company had not repurchased Shares, whether on the Stock Exchange or otherwise.

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APPENDIX II

DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

Pursuant to the Listing Rules, the particulars of the Directors who will retire at the AGM according to the Bye-laws of the Company and who are proposed to be re-elected at the AGM are provided below:

Mr. Chau Lai Him , aged 60, is the chairman and managing director of the Company and the founder of the Group. He has been appointed as executive Director of the Company since November 1996. He is responsible for the overall management, strategic planning and business development of the Group. He has more than 35 years’ experience in the manufacturing of cable and wire products and extensive experience in the mining industry. Mr. Chau does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Company within the meaning of Part XV of the SFO. Mr. Chau does not have a service contract with the Company and is entitled to director’s emolument of HK$4,800,000 per annum to be determined by the Board based on, amongst other things, his duties, level of responsibilities and performance. From August 2004 to December 2009, Mr. Chau was an executive director of Hua Yi Copper Holdings Limited (stock code: 559) which is listed on the main board of the Stock Exchange. Save as disclosed herein, Mr. Chau does not hold any other directorship and there are no other matters concerning Mr. Chau that needs to be brought to the attention of the Shareholders nor any information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) (inclusive) of the Listing Rules.

Mr. Zhou Jin Hua , aged 53, joined the Group in 1986 and is the deputy chairman of the Company and the general manager of the Group’s Dongguan manufacturing facilities. He has been appointed as executive Director of the Company since November 1996. He is responsible for the day-to-day operations of the Group’s Dongguan manufacturing facilities including production, sales and marketing and business development. He has more than 25 years’ experience in the manufacturing of cable and wire products. Save as disclosed herein, Mr. Zhou does not hold any other directorship. Mr. Zhou does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Company within the meaning of Part XV of the SFO. Mr. Zhou does not have a service contract with the Company with no fixed period of employment and is entitled to director’s emolument of HK$1,390,000 per annum to be determined by the Board with reference to his duties, level of responsibilities and performance. Save as disclosed herein, there are no other matters concerning Mr. Zhou that needs to be brought to the attention of the Shareholders nor any information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) (inclusive) of the Listing Rules.

Mr. Chung Kam Kwong , aged 54, has been appointed as an independent non-executive Director of the Company since March 2003. He is a practising Certified Public Accountant in Hong Kong, a fellow certified public accountant of the Hong Kong Institute of Certified Public Accountants, a member of CPA Australia and a supervisory council member of the Macau Society of Certified Practising Accountants. He holds a bachelor degree in economics from the University of Hull, United Kingdom and a post graduate diploma of financial management from the University of New England, Australia. He has extensive experience in accounting and financial management. Mr. Chung is an independent non-executive director of Truly International Holdings Limited

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APPENDIX II DETAILS OF THE DIRECTORS PROPOSED TO BE RE-ELECTED

(stock code: 732) which is listed on the main board of the Stock Exchange. From August 2004 to June 2009, Mr. Chung was an independent non-executive director of Hua Yi Copper Holdings Limited (stock code: 559) which is listed on the main board of the Stock Exchange. Save as disclosed herein, Mr. Chung does not hold any other directorship. Mr. Chung does not have any relationship with any other Directors, senior management or substantial or controlling shareholders of the Company, nor does he have any interests in the Company within the meaning of Part XV of the SFO. Mr. Chung does not have a service contract with the Company and he is entitled a fixed director’s fee of HK$240,000 per annum which is determined with reference to prevailing market rates. Save as disclosed herein, there are no other matters concerning Mr. Chung that needs to be brought to the attention of the Shareholders nor any information that is required to be disclosed pursuant to Rule 13.51(2)(h) to (v) (inclusive) of the Listing Rules.

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APPENDIX III

NOTICE OF AGM

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SOLARTECH INTERNATIONAL HOLDINGS LIMITED 蒙古礦業控股有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 1166)

NOTICE OF 2011 ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the 2011 Annual General Meeting (the “ Meeting ”) of Solartech International Holdings Limited (the “ Company ”) will be held at Monet Room B, Basement 1, InterContinental Grand Standford Hong Kong, 70 Mody Road, Tsimshatsui East, Kowloon, Hong Kong, on Friday, 2 December 2011 at 10:00 a.m. for the following purposes:

1. To consider and adopt the audited financial statements and the reports of the directors and auditors for the year ended 30 June 2011.

2. To re-elect Mr. Chau Lai Him as an executive director of the Company and to authorise the board of directors to fix his remuneration.

3. To re-elect Mr. Zhou Jin Hua as an executive director of the Company and to authorise the board of directors to fix his remuneration.

4. To re-elect Mr. Chung Kam Kwong as an independent non-executive director of the Company and to authorise the board of directors to fix his remuneration.

5. To re-appoint auditors and to authorise the board of directors to fix their remuneration.

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

1. A. “ THAT:

2. (a) subject to paragraph (c) of this resolution, the exercise by the board of directors of the Company (“ Directors ”) during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with the unissued shares in the capital of the Company (“ 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 which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved and authorised;

* for identification purposes only

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APPENDIX III

NOTICE OF AGM

• (b) the approval in paragraph (a) of this resolution shall authorise the Directors during the Relevant Period to make or grant offers, agreements and options which would or might require the exercise of such powers after the expiry of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted, issued or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) and issued by the Directors pursuant to the approval granted in paragraph (a) of this resolution, otherwise than pursuant to:

• (1) a Rights Issue (as hereinafter defined);

• (2) an issue of shares pursuant to the exercise of the rights of subscription or conversion attaching to any warrants issued by the Company or any securities which are convertible into Shares;

• (3) an issue of shares as scrip dividend or similar arrangement providing for the allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the bye-laws of the Company;

• (4) an issue of shares by the exercise of options granted or to be granted under the share option scheme of the Company; or

• (5) a specific authority granted or to be granted by the shareholders of the Company in general meeting;

shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the approval granted in paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purpose of this resolution, “ Relevant Period ” means the period from the date of 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 or any applicable laws to be held; or

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APPENDIX III

NOTICE OF AGM

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

“ Rights Issue ” means an offer of shares open for a period fixed by the Directors to the shareholders of the Company whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of such Shares as at that date (subject to such exclusions or other arrangements as the Directors may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of, or the requirements of any recognised regulatory body or any stock exchange in, any territory outside Hong Kong applicable to the Company).”

• B. “ THAT

• (a) subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to repurchase Shares on The Stock Exchange of Hong Kong Limited (“ Stock Exchange ”) or on any exchange on which the securities of the Company may be listed and recognised by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose (“ Recognised Stock Exchange ”), subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited or those of any other Recognised Stock Exchange as amended from time to time, be and is hereby generally and unconditionally approved and authorised;

• (b) the aggregate nominal amount of Shares of the Company which the Company is authorised to repurchase pursuant to the approval granted in paragraph (a) of this resolution shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution, and the approval granted under paragraph (a) of this resolution shall be limited accordingly; and

• (c) for the purpose of this resolution, “ Relevant Period ” means the period from the date of passing of this resolution until whichever is the earliest of:

  • (i) the conclusion of the next annual general meeting of the Company;

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APPENDIX III

NOTICE OF AGM

• (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 or any applicable laws to be held; or

• (iii) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.”

• C. “ THAT conditional upon the passing of the resolutions set out in paragraphs A and B of item 6 in the notice convening the Meeting, the general mandate granted to the Directors to exercise the powers of the Company to allot, issue and otherwise deal with 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 which would or might require the exercise of such powers, pursuant to the resolution set out in paragraph A of item 6 above be and is hereby extended by the addition to the aggregate nominal amount of share capital of the Company which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to such general mandate, an amount representing the aggregate nominal amount of the share capital of the Company repurchased by the Company under the authority granted pursuant to the resolution set out in paragraph B of item 6 above provided that such amount shall not exceed 10 per cent. of the aggregate nominal amount of the share capital of the Company in issue as at the date of passing of this resolution.”

For and on behalf of the Board Solartech International Holdings Limited Chau Lai Him Chairman

Hong Kong 12 October 2011

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APPENDIX III

NOTICE OF AGM

Notes:

• (1) A member entitled to attend and vote at the Meeting is entitled to appoint one or more (if he holds more than one share) proxies to attend and vote instead of him. A proxy need not be a member of the Company. If more than one proxy is appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed. In order to be valid, the form of proxy must be deposited with the head office and principal place of business of the Company in Hong Kong at Unit 7, 2nd Floor, Kingsford Industrial Centre, 13 Wang Hoi Road, Kowloon Bay, Kowloon, Hong Kong together with any power of attorney or other authority, if any, under which it is signed, or a certified copy of that power or authority, not less than 48 hours before the time for holding the Meeting or adjournment thereof.

• (2) The register of members of the Company will be closed for the purpose of holding the Meeting from Thursday, 1 December 2011 to Friday, 2 December 2011, both days inclusive, during which period no transfer of shares will be effected. In order to be eligible to attend and vote at the meeting, all transfers of shares accompanied by the relevant share certificates must be lodged with the Company’s Branch Share Registrar in Hong Kong, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 30 November 2011.

• (3) In accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, an explanatory statement containing further details regarding Resolution B set out in item 6 of this notice is set out in Appendix I to the circular to shareholders of the Company.

• (4) The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or, if the appointer is a corporation, either under its common seal or under the hand of an officer or attorney or other person duly authorised.

• (5) Delivery of the form of proxy will not preclude a member from attending and voting in person at the Meeting and in such event, the form of proxy shall be deemed to be revoked.

• (6) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members.

• (7) The Directors of the Company as at the date of this notice are Messrs. Chau Lai Him, Zhou Jin Hua, Liu Dong Yan and Buyan-Otgon Narmandakh being the Executive Directors, and Messrs. Chung Kam Kwong, Lo Wai Ming and Lo Chao Ming being the Independent Non-Executive Directors.

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