Solartech International : INT'L<01166> - Circulars - - REFRESHMENT OF SCHEME MANDATE LIMIT AND NOTICE OF ANNUAL GENERAL MEETING

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 or transfer 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 disclaim 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

星 凱 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 1166)

PROPOSALS FOR GENERAL MANDATES

TO ISSUE NEW SHARES AND BUY BACK SHARES,

RE-ELECTION OF RETIRING DIRECTORS AND

CONTINUING APPOINTMENT OF

INDEPENDENT NON-EXECUTIVE DIRECTORS

WHO HAVE SERVED MORE THAN NINE YEARS,

REFRESHMENT OF SCHEME MANDATE LIMIT

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of Solartech International Holdings Limited to be held at Unit 15, 18/F, Concordia Plaza, 1 Science Museum Road, Tsim Sha Tsui, Kowloon, Hong Kong on Friday, 6 December 2019 at 11:00 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 AGM is also enclosed with this circular. Whether or not you are able to attend the AGM, you are requested to complete the form of proxy in accordance with the instructions stated thereon and return it to the Company's Hong Kong branch share registrar and transfer office, Tricor Secretaries Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong, as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the AGM (i.e. not later than 11:00 a.m. on Wednesday, 4 December 2019) or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof if you so wish, and in such event, the instrument appointing the proxy shall be deemed to be revoked.

Reference to time and dates in this circular are to Hong Kong time and dates.

* for identification purposes only

25 October 2019

		CONTENTS
			Page
DEFINITIONS .	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction	. . . . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
General mandates to issue new Shares and buy back Shares . . . . . . . . . . . . . . . . . .	4
Re-election of retiring Directors and continuing appointment of
Independent Non-executive Directors who have served more than nine years . . .	5
Refreshment of Scheme Mandate Limit . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Notice of the AGM. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Recommendation .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
Responsibility statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
General information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	10
APPENDIX I	-	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . .	11
APPENDIX II	-	DETAILS OF THE DIRECTORS PROPOSED TO
		BE RE-ELECTED . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
APPENDIX III	-	NOTICE OF AGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Accompanying document:
Form of Proxy

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DEFINITIONS

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

"AGM"	the 2019 annual general meeting of the Company to be
	held at Unit 15, 18/F, Concordia Plaza, 1 Science Museum
	Road, Tsim Sha Tsui, Kowloon, Hong Kong on Friday,
	6 December 2019 at 11:00 a.m., notice of which is set out
	in Appendix III to this circular;
"Board"	the board of Directors;
"Bye-laws"	the bye-laws of the Company;
"close associate(s)"	has the meaning ascribed to it in the Listing Rules;
"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);
"core connected person"	has the meaning ascribed to it in the Listing Rules;
"Director(s)"	director(s) of the Company;
"Existing Scheme Mandate Limit"	the existing scheme mandate limit approved by an
	ordinary resolution of the Shareholders at the annual
	general meeting of the Company held on 8 December
	2017; and the maximum number of Shares subject to the
	Existing Scheme Mandate Limit under the Share Option
	Scheme should not exceed 235,223,234, representing 10%
	of the Shares in issue as at 8 December 2017;
"Group"	the Company and its subsidiaries;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"	Hong Kong Special Administrative Region of the People's
	Republic of China;
"Issue Mandate"	the proposed general and unconditional mandate to be
	granted to the Directors to exercise all the powers of the
	Company to allot, issue and otherwise deal with new
	Shares not exceeding 20% of the aggregate number of
	Shares in issue as at the date of passing of the resolution
	granting such mandate (as extended by adding to it the
	aggregate number of Shares bought back under the Share
	Buy-back Mandate);

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	DEFINITIONS
"Latest Practicable Date"	18 October 2019, being the latest practicable date prior to
	the printing of this circular for ascertaining certain
	information contained in this circular;
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange as amended from time to time;
"PRC"	the People's Republic of China;
"Scheme Mandate Limit"	the maximum number of Shares which may be allotted
	and issued upon exercise of all options to be granted
	under the Share Option Scheme;
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong);
"Share Buy-back Mandate"	the proposed general and unconditional mandate to be
	granted to the Directors to exercise all the powers of the
	Company to buy back Shares up to a maximum of 10% of
	the aggregate number of Shares in issue as at the date of
	passing of the resolution granting such mandate;
"Share Option Scheme"	the share option scheme adopted by the Company on
	18 December 2012;
"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;
"Takeovers Code"	the Code on Takeovers and Mergers issued by the
	Securities and Futures Commission as amended from time
	to time; and
"%"	per cent.

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LETTER FROM THE BOARD

SOLARTECH INTERNATIONAL HOLDINGS LIMITED

星 凱 控 股 有 限 公 司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 1166)
Executive directors:	Registered office:
CHAU Lai Him (Chairman and Managing Director)	Clarendon House
CHAU Chi Ho (Deputy Chairman)	2 Church Street
LIU Dong Yang	Hamilton HM11
	Bermuda
Independent non-executive directors:
CHUNG Kam Kwong	Head office and principal
LO Wai Ming	place of business:
LO Chao Ming	Unite 15, 18/F
	Concordia Plaza
	1 Science Museum Road
	Tsim Sha Tsui, Kowloon
	Hong Kong
	25 October 2019
To the Shareholders,
Dear Sir/Madam,

PROPOSALS FOR GENERAL MANDATES

TO ISSUE NEW SHARES AND BUY BACK SHARES,

RE-ELECTION OF RETIRING DIRECTORS AND

CONTINUING APPOINTMENT OF

INDEPENDENT NON-EXECUTIVE DIRECTORS

WHO HAVE SERVED MORE THAN NINE YEARS,

REFRESHMENT OF SCHEME MANDATE LIMIT

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 AGM to be held on Friday, 6 December 2019, for the approval of (i) granting

• for identification purposes only

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