STEC Santech Holdings Limited

EXPLANATORY NOTE

sTec, Inc. 2010 Incentive Award Plan

sTec, Inc. (the “Registrant”) is filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to deregister certain of the securities previously registered for issuance under the sTec, Inc. 2010 Incentive Award Plan (the “2010 Plan”) by the Registrant pursuant to Registration Statements on Form S-8 (Registration Nos. 333-183128, 333-177830 and 333-167171), filed with the Securities and Exchange Commission on August 7, 2012, November 11, 2011 and May 28, 2010, respectively (collectively, the “2010 Plan Registration Statements”). The 2010 Plan Registration Statements, in aggregate, have registered 9,100,000 shares of common stock of the Registrant under the 2010 Plan. The 2010 Plan Registration Statements are hereby amended to deregister all shares of common stock of the Registrant that were previously registered and that remain unissued under the 2010 Plan. After giving effect to this Amendment, there will be no remaining registered shares of common stock available for issuance under the 2010 Plan.

sTec, Inc. 2000 Stock Incentive Plan

The Registrant is filing this Post-Effective Amendment No. 1 to Registration Statement on Form S-8 to deregister certain of the securities previously registered for issuance under the sTec, Inc. 2000 Stock Incentive Plan (the “2000 Plan”) by the Registrant pursuant to the following Registration Statements on Form S-8: (i) Form S-8 filed on May 12, 2009 (Registration No. 333-159165), (ii) Form S-8 filed on May 12, 2008 (Registration No. 333-150850), (iii) Form S-8 filed on August 14, 2007 (Registration No. 333-145436), (iv) Form S-8 filed on August 11, 2006 (Registration No. 333-136505) and (v) Form S-8 filed September 29, 2000 (Registration No. 333-46894), (collectively, the “2000 Plan Registration Statements”). The 2000 Plan Registration Statements, in aggregate, have registered 14,736,379 shares of common stock of the Registrant under the 2000 Plan. The 2000 Plan Registration Statements are hereby amended to deregister all shares of common stock of the Registrant that were previously registered and that remain unissued under the 2000 Plan. After giving effect to this Amendment, there will be 8,391,898 remaining registered shares of common stock available for issuance under the 2000 Plan.

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