10:04     SOLARTECH INT'L<01166> - Announcement (3)                           

    negotiation between the Company and the Vendor with                       
    reference to, among other things, the Placing Price                       
    of the Placing Shares.                                                    
                                                                              
    Number of Subscription Shares                                             
    The Subscription Shares represent (i) about 20% of                        
    the existing issued share capital of the Company as                       
    at the date of this announcement comprising                               
    326,974,362 Shares; and (ii) about 16.67% of the                          
    issued share capital of the Company as enlarged by                        
    the Subscription comprising 392,364,362 Shares.                           
                                                                              
    Ranking of Subscription Shares                                            
    The Subscription Shares, when issued and fully paid,                      
    will rank pari passu among themselves and with the                        
    Shares in issue at the time of issue and allotment                        
    of the Subscription Shares.                                               
                                                                              
    Conditions                                                                
    The Subscription is conditional upon:                                     
                                                                              
    (a)     the Listing Committee of the Stock Exchange                       
    granting the listing of, and the permission to deal                       
    in, the Subscription Shares;                                              
                                                                              
    (b)     completion of the Placing; and                                    
                                                                              
    (c)     the Company obtaining all consents and                            
    approvals from the relevant authorities, if                               
    applicable, to allot, issue and subsequent transfer                       
    of the Subscription Shares.                                               
                                                                              
    The Subscription Agreement does not provide either                        
    party the rights to waive the above conditions.                           
                                                                              
    Completion                                                                
    Under the Listing Rules, the Subscription must be                         
    completed within 14 days from the date of the                             
    Subscription Agreement, that is, on or before 7 June                      
    2005.                                                                     
                                                                              
    In the event that the conditions to the Subscription                      
    Agreement are not fulfilled by 7 June 2005, the                           
    Company and the Vendor may elect, subject to                              
    compliance with all requirements in relation to                           
    connected transactions under the Listing Rules, to                        
    postpone completion of the Subscription to a later                        
    date to be agreed between the Company and the Vendor.                     
                                                                              
    APPLICATION FOR LISTING                                                   
    Application will be made by the Company to the listing                    
    committee of the Stock Exchange for the granting of                       
    the listing of, and the permission to deal in, the                        
    Subscription Shares.                                                      
                                                                              
    GENERAL MANDATE                                                           
    The Subscription Shares will be allotted and issued                       
    pursuant to the general mandate to allot, issue and                       
    deal with a maximum of 65,394,872 Shares or 20% of                        
    the existing issued share capital of the Company,                         
    granted to the Directors by a resolution passed at                        
    the Company's annual general meeting held on 10                           
    September 2004. As at the date of this announcement,                      
    the existing general mandate has not been utilized.                       
                                                                              
    EFFECTS ON SHAREHOLDING STRUCTURE                                         
    Before Placing          After Placing but               After             
    Placing                                                                   
    and Subscription                before Subscription             and       
    Subscription                                                              
    (approximately)         (approximately)                                   
            (approximately)                                                   
                                                                              
    The Vendor      25.08%          5.08%           20.90%