Solomon Systech International : Proposals for (1) Declaration of Final Dividend; (2) General Mandates to Repurchase Shares and Issue New Shares; (3) Re-election of Retiring Directors; (4) Re-Appointment of Auditors; (5) Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any 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 Solomon Systech (International) 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 registered dealer 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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2878)

PROPOSALS FOR

1. 1. DECLARATION OF FINAL DIVIDEND;
2. GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE NEW SHARES;
3. 1. RE-ELECTIONOF RETIRING DIRECTORS;
   2. RE-APPOINTMENTOF AUDITOR;

AND

(5) NOTICE OF ANNUAL GENERAL MEETING

A notice convening an Annual General Meeting of Solomon Systech (International) Limited to be held at 6/F, No.3 Science Park East Avenue, Hong Kong Science Park, Shatin, N.T., Hong Kong on Thursday, 27 May 2021 at 2:00 p.m. is set out on pages 19 to 22 of this circular. In the event you are not able to attend the Annual General Meeting, please complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible and in any event not less than 48 hours before the time (i.e. by 25 May 2021 at 2:00 p.m.) appointed for holding of the Annual General 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 Annual General Meeting or any adjourned meeting thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE AGM

Please refer to page 1 of this circular for the measures being taken to prevent and control the spread of the COVID-19 at the AGM, including but not limited to:

1. compulsory body temperature check;
2. compulsory wearing of surgical face mask;
3. maintaining a safe distance between seats; and
4. no provision of refreshments and beverages.

Any person who does not comply with the precautionary measures will be denied entry into or be required to leave the AGM venue. In light of the continuing risks posed by the COVID-19 and as part of the Company's control measures to safeguard the health and safety of the Shareholders, the Company strongly encourages the Shareholders to exercise their right to vote at the AGM by appointing the chairman of the AGM as their proxy and to return their proxy forms by the time specified above, instead of attending the AGM in person.

27 April 2021

CONTENTS

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PRECAUTIONARY MEASURES FOR THE AGM

The health of the Shareholders, staff and stakeholders of the Company is of paramount importance to us. To prevent and control the spread of the COVID-19, the Company will implement the following at the AGM as part of the control measures to safeguard the health and safety of our attending Shareholders, staff and stakeholders of the Company:

1. compulsory body temperature checks will be conducted for every attendee at the entrance of the AGM venue. Any person who has a body temperature of over 37.5 degree Celsius or is subject to the mandatory quarantine order imposed by the Hong Kong government will be denied entry into or be required to leave the AGM venue;
2. each attendee must wear a surgical facemask throughout the AGM and inside the AGM venue. Please note that no masks will be provided at the AGM venue and attendees should bring and wear their own masks;
3. the Company will maintain a safe distance between seats; and
4. no refreshments and beverages will be served.

In addition, the Company would like to remind all attending Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. The Company strongly encourages the Shareholders to exercise their right to vote at the AGM by appointing the chairman of the AGM as their proxy and to return the proxy forms to the Company's branch share registrar and transfer agent in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.

In the event of any regulation imposed by the Hong Kong government due to COVID-19 requiring a change of the date or place of the AGM, the Company will publish an announcement on the websites of both the Company (www.solomon-systech.com) and the Stock Exchange (www.hkexnews.hk) to notify the Shareholders of the revised arrangements or an adjournment of the AGM.

T h e C o m p a n y w i l l p u b l i s h a f u r t h e r a n n o u n c e m e n t o n i t s c o r p o r a t e w e b s i t e (www.solomon-systech.com) and the Stock Exchange's website (www.hkexnews.hk) to notify the Shareholders of the date, time and location of the adjourned meeting (if applicable).

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DEFINITIONS

In this circular, unless the context requires otherwise, the expressions as stated below will have the following meanings:

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LETTER FROM THE BOARD

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2878)

27 April 2021

To the Shareholders

Dear Sir or Madam,

PROPOSALS FOR

1. 1. DECLARATION OF FINAL DIVIDEND;
2. GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE NEW SHARES;
3. 1. RE-ELECTIONOF RETIRING DIRECTORS;
   2. RE-APPOINTMENTOF AUDITOR;

AND

(5) NOTICE OF ANNUAL GENERAL MEETING

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LETTER FROM THE BOARD

1. INTRODUCTION

The purpose of this circular is to provide you with information in respect of the resolutions to be proposed at the Annual General Meeting for (i) the declaration of final dividend; (ii) the granting to the Directors of the Share Repurchase Mandate and the Share Issuance Mandate to repurchase Shares and to issue new Shares respectively; (iii) the extension of the Share Issuance Mandate by adding to it the total number of Shares repurchased by the Company pursuant to the Share Repurchase Mandate; (iv) the re-election of the retiring Directors; and (v) the re-appointment of the auditor of the Company.

1. PROPOSED DECLARATION OF FINAL DIVIDEND
   Reference is made to the annual results announcement for the year ended 31 December 2020 of the Company dated 23 March 2021. The Board has recommended the payment of a final dividend of 0.8 HK cent per Share for the year ended 31 December 2020 to Shareholders whose names appear on the register of members of the Company on Friday, 11 June 2021, subject to Shareholders' approval at the Annual General Meeting. The proposed final dividend, if approved, will be paid on Friday, 25 June 2021. The Shares will be traded ex-dividend on Monday, 7 June 2021.

1. GENERAL MANDATES TO REPURCHASE SHARES AND ISSUE NEW SHARES
   1. Share Repurchase Mandate
   At the annual general meeting of the Company held on 20 May 2020, a general mandate was granted to the Directors to repurchase Shares of up to 10% of the total number of the Shares in issue as at the date of passing of the relevant resolution. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to repurchase Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the grant of a new general mandate to the Directors to purchase Shares on the Stock Exchange of a total number of up to 10% of the total number of the Shares in issue as at the date of passing of such resolution at the Annual General Meeting (the "Share Repurchase Mandate").
   The Directors wish to state that they have no immediate plan to repurchase any Shares pursuant to the Share Repurchase Mandate.
   An explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the granting of the Share Repurchase Mandate is set out in Appendix A to this circular.

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LETTER FROM THE BOARD

2. Share Issuance Mandate

At the annual general meeting of the Company held on 20 May 2020, a general mandate was granted to the Directors to issue Shares not exceeding 10% of the total number of the Shares in issue as at the date of the passing of the relevant resolution. Such mandate will lapse at the conclusion of the Annual General Meeting. In order to give the Company the flexibility to issue Shares if and when appropriate, an ordinary resolution will be proposed at the Annual General Meeting to approve the grant of a new general mandate to the Directors to allot, issue or deal with additional Shares of a total number of up to 20% of the total number of the Shares in issue as at the date of passing of such resolution at the Annual General Meeting (the "Share Issuance Mandate"). An ordinary resolution to extend the Share Issuance Mandate by adding the total number of the Shares repurchased by the Company pursuant to the Share Repurchase Mandate will also be proposed at the Annual General Meeting.

The Directors wish to state that they have no immediate plan to issue any new Shares pursuant to the Share Issuance Mandate.

IV. RE-ELECTION OF THE RETIRING DIRECTORS

In accordance with Article 95 of the Articles, Dr. Chan Philip Ching Ho and Mr. Wang Hui, appointed as an addition to the Board, will retire at the Annual General Meeting and being eligible, will offer himself for re-election at the Annual General Meeting.

In accordance with Article 112 of the Articles, Mr. Sheu Wei Fu and Mr. Lo Wai Ming, Directors of the Company, will retire by rotation at the Annual General Meeting. Mr. Sheu Wei Fu being eligible, will offer himself for re-election at the Annual General Meeting.

Mr. Lo Wai Ming ("Mr. Lo"), due to his other business arrangement, will retire and not to offer himself for re-election at the Annual General Meeting. Mr. Lo has confirmed that he has no disagreement with the Board, and there are no matters relating to his retirement that needs to be brought to the attention of the Shareholders.

The Nomination Committee has reviewed the structure and composition of the Board, the confirmations and disclosures given by the Directors, the qualifications, skills and experience, time commitment and contribution of the retiring Directors with reference to the nomination principles and criteria set out in the Company's Board Diversity Policy and Director Nomination Policy and the Company's corporate strategy, and the independence of all Independent Non-executive Directors. The Company considers that the retiring Independent Non-executive Director is independent in accordance with the independence guidelines set out in the Listing Rules and will continue to bring valuable business experience, knowledge and professionalism to the Board for its efficient and effective functioning and diversity.

Details of the retiring Directors who are proposed to be re-elected at the Annual General Meeting are set out in Appendix B to this circular.

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LETTER FROM THE BOARD

1. RE-APPOINTMENTOF AUDITOR
   Ernst & Young will retire as the auditor of the Company at the Annual General Meeting and, being eligible, offer itself for re-appointment.

The Board proposes to re-appoint Ernst & Young as the auditor of the Company to hold office until the next annual general meeting of the Company.

VI. ANNUAL GENERAL MEETING AND PROXY ARRANGEMENT

The notice of the Annual General Meeting is set out on pages 19 to 22 of this circular. At the Annual General Meeting, resolutions will be proposed to approve, inter alia, the Share Repurchase Mandate and the Share Issuance Mandate, the extension of the Share Issuance Mandate by addition thereto of the total number of Shares repurchased pursuant to the Share Repurchase Mandate, the re-election of the retiring Directors and the appointment of auditors.

Pursuant to the Listing Rules, any vote of Shareholders at a general meeting must be taken by poll. An announcement on the poll results will be published on the Exchange's Website (www.hkexnews.hk) and the Company's website (www.solomon-systech.com) after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the Annual General Meeting is enclosed with this circular and such form of proxy is also published on the Exchange's Website (www.hkexnews.hk) and the Company's website (www.solomon-systech.com). To be valid, the form of proxy must be completed and signed in accordance with the instructions printed thereon and deposited, together with the power of attorney or other authority (if any) under which it is signed or a notarially certified copy of such power of attorney or authority, at the Company's branch share registrar in Hong Kong, Tricor Investor Services 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 holding the Annual General 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 Annual General Meeting or at any adjourned meeting thereof should you so wish.

VII. CLOSURE OF REGISTER OF MEMBERS

For determining the entitlement to attend and vote at the above meeting, the Register of Members of the Company will be closed from Monday, 24 May 2021 to Thursday, 27 May 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to qualify for attending and voting at the forthcoming Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be deposited with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Friday, 21 May 2021.

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LETTER FROM THE BOARD

The register of members of the Company will be closed for the purpose of ascertaining the entitlement of Shareholders to the proposed final dividend at the Annual General Meeting from Wednesday, 9 June 2021 to Friday, 11 June 2021, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for the proposed final dividend (subject to the approval of Shareholders at the Annual General Meeting), all transfers documents accompanied by the relevant share certificates must be lodged with the branch share registrar and transfer office of the Company in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Tuesday, 8 June 2021.

VIII. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

IX. RECOMMENDATION

The Directors are of the opinion that (i) the declaration of final dividend; (ii) the proposed granting of the Share Repurchase Mandate, the proposed granting/extension of the Share Issuance Mandate;

1. 1. the proposed re-election of the retiring Directors; and (iv) the proposed appointment of auditors are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Directors recommend all Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.
2. GENERAL INFORMATION
3. 
   Your attention is also drawn to the additional information set out in Appendix A (Explanatory Statement on the Share Repurchase Mandate) and Appendix B (Details of the retiring Directors proposed to be re-elected at Annual General Meeting) to this circular.

Yours faithfully,

For and on behalf of

SOLOMON SYSTECH (INTERNATIONAL) LIMITED

WANG Wah Chi, Raymond

Chief Executive Officer

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APPENDIX A EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

The following is the explanatory statement required by the Listing Rules to provide the Shareholders with requisite information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution to be proposed at the Annual General Meeting in relation to the Share Repurchase Mandate.

1. Share Capital
   As at the Latest Practicable Date, the Company had 2,485,652,351 Shares in issue. Subject to the passing of ordinary resolution No. 5 set out in the notice of the Annual General Meeting and on the basis that no further Shares are issued or repurchased by the Company prior to the Annual General Meeting, the Directors would be authorised under the Share Repurchase Mandate to repurchase, during the period in which the Share Repurchase Mandate remains in force, a total number of 248,565,235 Shares, representing 10% of the total number of Shares in issue as at the date of the Annual General Meeting.
2. Reasons for Share Repurchases
   The Directors believe that the proposed granting of the Share Repurchase Mandate is in the best interests of the Company and the Shareholders as a whole. Such repurchases may, depending on market conditions and funding arrangements at that time, lead to an enhancement of the net asset value per Share and/or earnings per Share. The Directors are seeking the grant of the Share Repurchase Mandate to give the Company the flexibility to do so if and when appropriate. The number of Shares to be repurchased on any occasion and the price and other terms upon which the same are repurchased will be decided by the Directors at the relevant time, having regard to the circumstances then pertaining.
3. Funding of Share Repurchases
   In repurchasing Shares, the Company may only apply funds legally available for such purpose (e.g. distributable reserves) in accordance with the Memorandum and Articles of Association, the applicable laws of the Cayman Islands and any other applicable laws, as the case may be.
4. Impact of Share Repurchases
   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 financial statements contained in the annual report of the Company for the year ended 31 December 2020) in the event that the Share Repurchase Mandate was to be carried out in full at any time during the proposed repurchase period. However, the Directors do not intend to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements or the gearing levels of the Company which in the opinion of the Directors are from time to time appropriate for the Company.

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APPENDIX A EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

1. Market Price of Shares
   The highest and lowest prices at which Shares of the Company have been traded on the Stock Exchange during each of the previous twelve months preceding the Latest Practical Date were as follows:

1. General
   None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates (as defined in the Listing Rules), have any present intention to sell any Shares to the Company in the event that the granting of the Share Repurchase Mandate is approved by the Shareholders.
   No core connected person (as defined in the Listing Rules) has notified the Company that he or she has a present intention to sell any Shares to the Company, or has undertaken not to do so in the event that the granting of the Share 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 exercise the power of the Company to make repurchases of Shares pursuant to the Share Repurchase Mandate in accordance with the Listing Rules and the applicable laws of the Cayman Islands.

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APPENDIX A EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

1. Takeovers Code
   If, as a result of a repurchase of the Shares pursuant to the Share Repurchase Mandate, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, 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 hereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.
2. 1. Directors' interests
      As at the Latest Practicable Date, the interests and short positions of each Director and chief executive in the shares and underlying shares of the Company or its associated corporations (within the meaning of the Securities and Futures Ordinance), as recorded in the register required to be kept by the Company under Section 352 of Part XV of the SFO or as notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies were as follows:

The register of substantial shareholders required to be kept by the Company under section 336 of Part XV of the SFO shows that as at the Latest Practicable Date, the Company had been notified of the following substantial shareholders' interests and short positions in the shares or underlying shares of the Company, being interests of 5% or more of the Company's issued share capital. These interests are in addition to those disclosed above in respect of the directors and the chief executive of the Company.

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APPENDIX A EXPLANATORY STATEMENT ON THE SHARE REPURCHASE MANDATE

On the basis that no further Shares are issued or repurchased prior to the Annual General Meeting, in the event that the Directors exercise the proposed Share Repurchase Mandate in full, the shareholding of Huada/CEC would be increased to approximately 31.56% of the total number of Shares of the Company in issue. The Directors consider that such increase in shareholding would give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors do not propose to exercise the Share Repurchase Mandate to such an extent as would, in the circumstances, give rise to an obligation to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. The Board will ensure that the Company will maintain a 25% public float as required under Rule 8.08 of the Listing Rules.

1. Repurchase of Shares made by the Company
   The Company had not repurchased any Shares (whether on the Stock Exchange or otherwise) during the six months preceding the Latest Practicable Date.

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APPENDIX B DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT ANNUAL GENERAL MEETING

Stated below are the details of the Directors who will retire and being eligible, offer themselves for re-election at the Annual General Meeting:

Mr. Sheu Wei Fu ("Mr. Sheu"), aged 50

Positions and Experience

Mr. Sheu, was appointed as an Independent Non-executive Director on 8 October 2014. He is also the chairman of Remuneration Committee and the member of Audit Committee and Nomination Committee under the Board.

Mr. Sheu received a bachelor's degree in business/managerial economics from the University of California, San Diego. He has over 18 years of high technology industry experience focusing on strategy, business development and supply chain integration for original development manufacturers and original equipment manufacturers. Mr. Sheu is the special assistant to the chairman & CEO (Strategy & Planning) of Quanta Computer Inc. ("QCI") since 1998. Prior to joining QCI, he worked in PaineWebber as an Associate. Mr. Sheu used to act as an alternate director to Dr. Lam Pak Lee, a non-executive director of the Company who retired from the Board at the conclusion of the annual general meeting held in May 2014.

Saved as disclosed above, Mr. Sheu did not hold any directorships in the companies of which the shares are listed on any securities market in Hong Kong or overseas in the last three years.

Length of Service

Mr. Sheu has entered into service contract as an Independent Non-executive Director with the Company effective from 1 July 2020 until 30 June 2021. Upon the passing of the resolution in the AGM re-electing Mr. Sheu as an Independent Non-executive Director, the Company will extend the service contract with Mr. Sheu for one year to 30 June 2022. Mr. Sheu is subject to retirement by rotation and is eligible for re-election at the annual general meeting of the Company in accordance with the Articles.

Relationships

Saved as disclosed in this circular, Mr. Sheu does not have any other relationship with any directors, senior management, substantial shareholder or controlling shareholder of the Company.

Interest in Shares

As at the Latest Practicable Date, Mr. Sheu is taken to be interested in 2,400,000 share options (represented approximately 0.10% of the total number of the issued Shares in the Company) in the Company within the meaning of Part XV of the SFO.

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APPENDIX B DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT ANNUAL GENERAL MEETING

Director's Emoluments

Mr. Sheu is entitled to a basic fee of HK$132,000 (equivalent to approximately US$17,000) per annum, and other fees for his attending to the Board/Board committees/shareholders' meetings, and for serving as members of the relevant Board committees. For the year ended 31 December 2020, Mr. Sheu received emoluments of HK$272,000 (equivalent to approximately US$35,000) and also 800,000 share options under the 2013 Share Option Scheme of the Company. Such emoluments were reviewed and approved by the Executive Director with reference to market terms, his duties and responsibilities, the Group's remuneration policy and the Articles.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

Save as disclosed above, the Board is not aware of any other matters in relation to the election of Mr. Sheu as an Independent Non-executive Director that need to be brought to the attention of the shareholders of the Company nor is there any information to be disclosed pursuant to any of the requirements of Rule 13.51(2) (h) to (v) of the Listing Rules.

Dr. Chan Philip Ching Ho ("Dr. Chan"), aged 71

Positions and Experience

Dr. Chan, was appointed as an Independent Non-executive Director on 10 December 2020. He is also the member of the Nomination Committee, the Audit Committee, the Remuneration Committee and the Investment Committee under the Board.

Dr. Chan received his bachelor of science in electrical engineer from the University of California, Davis, and his master of science in electrical engineering and doctor in electrical engineering both from the University of Illinois, Urbana-Champaign. Dr. Chan taught at the University of Illinois, Urbana- Champaign for 3 years. Afterwards, he worked at a senior position for development and design of integrated circuits in Intel Corporation for over 10 years.

After working at Intel Corporation, Dr. Chan joined the Hong Kong University of Science and Technology ("HKUST") in 1991 and served as a professor and the head of at the Department of Electronic and Computer Engineering, the director of Nanoelectronics Fabrication Facility at HKUST, the dean of the School of Engineering of HKUST and a chair professor over the years. Since 2010, Dr. Chan acted as the Deputy President and Provost, a chair professor of Electronic & Information Engineering (EIE) department of The Hong Kong Polytechnic University ("HKPU") and a council member of HKPU until his retirement from HKPU in March 2020.

In addition, Dr. Chan served as a director of Hong Kong Applied Science and Technology Research Institute Company Limited and the chairman of its technology committee, a director of Hong Kong Cyberport Management Company Limited, and a member of the Vocational Training Council. Dr. Chan is currently a member of the Committee on Innovation, Technology and Re-industrialisation.

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APPENDIX B DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT ANNUAL GENERAL MEETING

Dr. Chan is a founder and director of Apt Electronics Co., Ltd. (廣東晶科電子股份控股公司) which is principally engaged in trading and manufacturing of LED chips and module and LED light equipment.

Saved as disclosed above, Dr. Chan did not hold any directorships in the companies of which the shares are listed on any securities market in Hong Kong or overseas in the last three years.

Length of Service

Dr. Chan has entered into service contract as an Independent Non-executive Director with the Company effective from 10 December 2020 until 30 June 2021. Upon the passing of the resolution in the AGM re-electing Dr. Chan as an Independent Non-executive Director, the Company will extend the service contract with Dr. Chan for one year to 30 June 2022. Dr. Chan is subject to retirement by rotation and is eligible for re-election at the annual general meeting of the Company in accordance with the Articles.

Relationships

Saved as disclosed in this circular, Dr. Chan does not have any other relationship with any directors, senior management, substantial shareholder or controlling shareholder of the Company.

Interest in Shares

As at the Latest Practicable Date, Dr. Chan is not interested or deemed to be interested in shares or underlying shares within the meaning of Part XV of the SFO.

Director's Emoluments

Dr. Chan is entitled to a basic fee of HK$132,000 (equivalent to approximately US$17,000) per annum, and other fees for his attending to the Board/Board committees/shareholders' meetings, and for serving as members of the relevant Board committees. For the period from 10 December 2020 (date of his appointment) to 31 December 2020, Dr. Chan received emoluments of HK$27,000 (equivalent to approximately US$3,500). Such emoluments were reviewed and approved by the Executive Director with reference to market terms, his duties and responsibilities, the Group's remuneration policy and the Articles.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

Save as disclosed above, the Board is not aware of any other matters in relation to the election of Dr. Chan as an Independent Non-executive Director that need to be brought to the attention of the shareholders of the Company nor is there any information to be disclosed pursuant to any of the requirements of Rule 13.51(2) (h) to (v) of the Listing Rules.

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APPENDIX B DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT ANNUAL GENERAL MEETING

Mr. Wang Hui ("Mr. Wang"), aged 38

Positions and Experience

Mr. Wang, was appointed as a Non-executive Director on 1 April 2021. He is also the member of Audit Committee and Remuneration Committee under the Board.

Mr. Wang Hui (王輝), aged 38, received his master of science in engineering in control systems from the University of Sheffield and his master of business administration from the University of Hong Kong.

Mr. Wang joined Huada Semiconductor Co., Ltd.* (華大半導體有限公司, a substantial shareholder of the Company, "Huada") in November 2016 and successively held various positions including a strategic manager and a professional manager of the development and planning department and is currently holding the position of director in the development and planning department in Huada.

Prior to his joining Huada, Mr. Wang worked in Shanghai Hua Hong NEC Electronics Co., Ltd.* (上海華 虹NEC電子有限公司) and successively held various engineering positions and the technical marketing manager from May 2007 to December 2013. From January 2014 to December 2015, he worked as a

technical marketing manager at Shanghai Huahong Grace Semiconductor Manufacturing Corporation* (上 海華虹宏力半導體製造有限公司). From January 2016 to November 2016, he worked as a marketing

manager at Brite Semiconductor (Shanghai) Co., Ltd.* (燦芯半導體(上海)有限公司).

Since February 2020, Mr. Wang has also been a director of Alpha Power Solutions Co., Ltd. (創能動力科 技有限公司).

Saved as disclosed above, Mr. Wang did not hold any directorships in the companies of which the shares are listed on any securities market in Hong Kong or overseas in the last three years.

Length of Service

Mr. Wang has entered into service contract as a Non-executive Director with the Company effective from 1 April 2021 until 30 June 2022. Mr. Wang is subject to retirement by rotation and is eligible for re-election at the annual general meeting of the Company in accordance with the Articles.

Relationships

Saved as disclosed in this circular, Mr. Wang does not have any other relationship with any directors, senior management, substantial shareholder or controlling shareholder of the Company.

Interest in Shares

As at the Latest Practicable Date, Mr. Wang is not interested or deemed to be interested in shares or underlying shares within the meaning of Part XV of the SFO.

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APPENDIX B DETAILS OF THE RETIRING DIRECTORS PROPOSED TO BE RE-ELECTED AT ANNUAL GENERAL MEETING

Director's Emoluments

There are no basic and other fees nor any bonus payment involved in his appointment and the attendance to the Company's Board/committee meetings. Mr. Wang may be entitled to participate in the share option scheme adopted by the Company. As a non-executive Director, Mr. Wang's remuneration (if any) shall be determined by the executive Directors with reference to market terms and his duties and responsibilities.

Information that needs to be disclosed and matters that need to be brought to the attention of the Shareholders

Save as disclosed above, the Board is not aware of any other matters in relation to the election of Mr. Wang as a Non-executive Director that need to be brought to the attention of the shareholders of the Company nor is there any information to be disclosed pursuant to any of the requirements of Rule 13.51(2) (h) to (v) of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2878)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Shareholders of Solomon Systech (International) Limited (the "Company") will be held at 2:00 p.m. on Thursday, 27 May 2021 at 6/F, No.3 Science Park East Avenue, Hong Kong Science Park, Shatin, N.T., Hong Kong for the following purposes:

Capitalized terms used in this notice shall have the same meanings as those defined in the circular of the Company unless otherwise specified.

ORDINARY RESOLUTIONS

1. To receive and consider the audited consolidated financial statements, the reports of the directors and the independent auditor of the Company for the year ended 31 December 2020.
2. To approve the final dividend for the year ended 31 December 2020.
3. To re-elect the retiring directors and to authorise the board of directors to fix the Directors' remuneration.
4. To consider the re-appointment of independent auditor of the Company and to authorise the board of directors to fix their remuneration.
5. "THAT:
6. 1. subject to paragraph (b) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company to exercise during the Relevant Period (as defined under paragraph (c) below) all the powers of the Company to purchase its shares in accordance with all applicable laws, rules and regulations;
   2. the total number of Shares to be purchased pursuant to the mandate in paragraph (a) above shall not exceed 10% of the total number of the Shares as at the date of passing of this resolution and the said mandate shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting."

6. "THAT:

1. subject to paragraph (c) below, a general mandate be and is hereby generally and unconditionally given to the directors of the Company during the Relevant Period (as defined under paragraph (d) below) to allot, issue and deal with additional shares in the capital of the Company and to make or grant offers, agreements and options which might require the exercise of such powers;
2. the mandate in paragraph (a) above shall authorize the directors of the Company to make or grant offers, agreements and options during the Relevant Period which would or might require the exercise of such powers after the end of the Relevant Period;
3. the total number of Shares allotted or agreed conditionally or unconditionally to be allotted by the directors pursuant to the mandate in paragraph (a) above, otherwise than pursuant to:
4. 1. a Rights Issue (as defined under paragraph (d) below);
   2. the exercise of options under a share option scheme of the Company; and
   3. any scrip dividend scheme or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company,

shall not exceed 20% of the total number of the Shares in issue on the date of passing of this resolution and the said mandate shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

1. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
2. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or any applicable laws to be held; and
   3. the date on which the authority set out in this resolution is revoked or varied by an ordinary resolution of the shareholders in general meeting.

"Rights Issue" means an offer of shares open for a period fixed by the directors to holders of shares of the Company or any class thereof on the register on a fixed record date in proportion to their then holdings of such shares or class thereof (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 any relevant jurisdiction or the requirements of any recognized regulatory body or any stock exchange)."

7. "THAT conditional upon the passing of resolutions set out in items 5 and 6 of the notice convening this meeting (the "Notice"), the general mandate referred to in the resolution set out in item 6 of the Notice be and is hereby extended by the addition to the total number of Shares which may be allotted and issued or agreed conditionally or unconditionally to be allotted and issued by the directors pursuant to such general mandate of an amount representing the total number of Shares purchased by the Company pursuant to the mandate referred to in resolution set out in item 5 of the Notice, provided that such amount shall not exceed 10% of the total number of the Shares of the Company in issue as at the date of passing of this resolution."

On behalf of the Board

SOLOMON SYSTECH (INTERNATIONAL) LIMITED

WANG Wah Chi, Raymond

Chief Executive Officer

Hong Kong, 27 April 2021

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NOTICE OF ANNUAL GENERAL MEETING

As at the date of this announcement, the Board comprises (a) Executive Director - Mr. Wang Wah Chi, Raymond (Chief Executive Officer); (b) Non-executive Directors - Mr. Ma Yuchuan (Chairman), Dr. Li Jun, Mr. Wang Hui and Mr. Lo Wai Ming; and (c) Independent Non-executive Directors - Mr. Leung Heung Ying, Mr. Sheu Wei Fu and Dr. Chan Philip Ching Ho.

Notes:

1. Any shareholder of the Company entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a shareholder of the Company.
2. In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power of attorney or authority, must be deposited at the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong not less than 48 hours before the time appointed for the holding of the meeting (i.e. by 25 May 2021 at 2:00 p.m.) or any adjournment thereof. Delivery of the form of proxy shall not preclude a shareholder of the Company from attending and voting in person at the meeting and, in such event, the instrument appointing a proxy shall be deemed to be revoked.
3. For determining the entitlement to attend and vote at the above meeting, the Register of Members of the Company will be closed from Monday, 24 May 2021 to Thursday, 27 May 2021, both dates inclusive, during which period no transfer of shares will be registered. In order to be eligible to attend and vote at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited, at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. Hong Kong time on Friday, 21 May 2021.
4. All resolutions at the meeting will be taken by poll (except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands) pursuant to the Listing Rules. The results of the poll will be published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.solomon-systech.com) in accordance with the Listing Rules.
5. A form of proxy for use in connection with the Annual General Meeting is enclosed and such form is also published on the websites of Hong Kong Exchanges and Clearing Limited (www.hkexnews.hk) and the Company (www.solomon-systech.com).

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This circular, in both English and Chinese versions (the "Circular"), is available on the Company's website at www.solomon-systech.com (the "Company Website").

Shareholders who have chosen or have been deemed consented to receive the corporate communications (as defined in the Listing Rules) of the Company via the Company Website and for any reason have difficulty in receiving or gaining access to the Circular posted on the Company Website may obtain a printed copy of the Circular free of charge by sending a request to the Company's branch share registrar in Hong Kong, Tricor Investor Services Limited at Level 54, Hopewell Centre, 183 Queen's Road East, Hong Kong or by sending an email to the Company's Hong Kong Share Registrar at solomon2878-ecom@hk.tricorglobal.com.

Shareholders may at any time change their choice of the means of receipt (either in printed form or via the Company Website) of corporate communications by any of the above methods.

(This circular is prepared in both English and Chinese. In the event of any inconsistency, the English text of this circular shall prevail)

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