Comtec Solar Systems Group Limited — AGM Information 2017

Apr 27, 2017

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspects of this circular or as to the action to be taken, you should consult your stockbroker or other registered or licensed dealer in securities, bank manager, solicitor, professional accountant or another professional adviser.

If you have sold or transferred all your shares in Unisplendour Technology (Holdings) 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 agent through whom the sale or transfer was effected for transmission to the purchaser or the 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.

UNISPLENDOUR TECHNOLOGY (HOLDINGS) LIMITED 紫光科技（控股）有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 00365)

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

A notice convening the annual general meeting of Unisplendour Technology (Holdings) Limited to be held at 9:00 a.m. on Thursday, 1 June 2017 at Unit 02-03, 69/F, International Commerce Centre, 1 Austin Road West, Tsim Sha Tsui, Kowloon, Hong Kong is set out on pages 15 to 19 of this circular.

Whether or not you intend to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event not later than forty-eight (48) hours before the time appointed for the holding of the 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 meeting (or any adjournment thereof) should you so desire and in such event the instrument appointing a proxy shall be deemed to be revoked.

• for identification purposes only

28 April 2017

CONTENTS

			Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
APPENDIX I	–	EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . .	7
APPENDIX II	–	DETAILS OF RETIRING DIRECTORS
		STANDING FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . .	11
APPENDIX III	–	NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . .	15

– i –

DEFINITIONS

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

“AGM” the annual general meeting of the Company to be held at Unit 02-03, 69/F, International Commerce Centre, 1 Austin Road West, Tsim Sha Tsui, Kowloon, Hong Kong on 1 June 2017 at 9:00 a.m. (or any adjournment thereof)

• “AGM Notice” the notice convening the AGM as set out on pages 15 to 19 of this circular

• “associate(s)” has the meaning ascribed to it under the Listing Rules

• “Bermuda” the Islands of Bermuda

• “Board” the board of Directors

• “Bye-laws” the Bye-laws of the Company, as amended from time to time

• “Companies Act” the Companies Act 1981 of Bermuda (as amended from time to time)

• “connected person(s)” has the meaning ascribed to it under the Listing Rules “Company” Unisplendour Technology (Holdings) Limited, a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Main Board of the Stock Exchange

• “Director(s)” the director(s) of the Company for the time being

• “Group” the Company and its subsidiaries

• “HK$”

• Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong”

• the Hong Kong Special Administrative Region of PRC

• “Latest Practicable Date”

• 21 April 2017, being the latest practicable date for ascertaining certain information for inclusion in this circular

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

“PRC” the People’s Republic of China

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DEFINITIONS

“SFO”	the Securities and Futures Ordinance, Chapter 571 of
	the Laws of Hong Kong, as amended, supplemented or
	otherwise modified from time to time
“Share(s)”	the ordinary share(s) of HK$0.10 each in the share
	capital of the Company
“Shareholder(s)”	holder(s) of the Shares, from time to time
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Ordinary Resolutions”	the proposed ordinary resolutions in the AGM Notice
“Substantial Shareholder(s)”	shall have the same meaning ascribed to that term
	under the Listing Rules
“Takeovers Code”	The Hong Kong Code on Takeovers and Mergers; and
“%”	per cent

– 2 –

LETTER FROM THE BOARD

UNISPLENDOUR TECHNOLOGY (HOLDINGS) LIMITED 紫光科技（控股）有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 00365)

Executive Directors: Mr. WANG Huixuan (Chairman) Mr. QI Lian Mr. XIA Yuan (Chief Executive Officer)

Non-executive Director:

Mr. LI Zhongxiang (Vice Chairman)

Independent Non-executive Directors:

Mr. CUI Yuzhi Mr. BAO Yi Mr. PING Fan

Registered Office: Clarendon House, 2 Church Street Hamilton HM 11, Bermuda

Principal Place of Business: Unit 02-03, 69/F International Commerce Centre 1 Austin Road West Tsim Sha Tsui, Kowloon Hong Kong

28 April 2017

To the Shareholders

Dear Sirs or Madams,

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

INTRODUCTION

The purpose of this circular is to provide the Shareholders with the AGM Notice and the information in respect of the resolutions which will be proposed at the forthcoming AGM to consider and, if thought fit, approve (i) the granting to the Directors of a general mandate to allot, issue and deal with Shares not exceeding 20% of aggregate nominal value of the issued share capital of the Company as at the date of passing of the relevant resolution; (ii) the granting to the Directors of a general mandate to repurchase up to 10% of aggregate nominal value of the issued share capital of the Company as at the date of passing of the relevant resolution; (iii) the extension of the general mandate as set out in (i) above by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to and in accordance with the general mandate as set out in (ii) above; (iv) the re-election of retiring Directors; and (v) the re-appointment of auditors.

* for identification purpose only

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LETTER FROM THE BOARD

GENERAL MANDATES TO ISSUE AND REPURCHASE SHARES

At annual general meeting of the Company held on 29 August 2016, ordinary resolutions were passed by the Shareholders giving general and unconditional mandates to the Directors to issue and allot Shares and to exercise the powers of the Company to repurchase its own Shares in accordance with the Listing Rules. These general mandates will lapse at the conclusion of the AGM. It is therefore proposed to renew such general mandates at the AGM and the following Ordinary Resolutions will be proposed at the AGM:

• (i) to grant the Directors a general and unconditional mandate to allot, issue and otherwise deal with Shares not exceeding 20% of the aggregate nominal value of the issued share capital of the Company as at the date of passing the relevant Ordinary Resolutions (“ Issue Mandate ”);

• (ii) to grant the Directors a general and unconditional mandate to repurchase Shares not exceeding 10% of the aggregate nominal value of the issued share capital of the Company as at the date of passing the relevant Ordinary Resolutions (“ Repurchase Mandate ”); and

• (iii) to extend the Issue Mandate by an amount representing the aggregate nominal amount of the Shares repurchased by the Company pursuant to and in accordance with the Repurchase Mandate (“ Extension Mandate ”).

As at the Latest Practicable Date, a total of 1,455,000,000 Shares were in issue. Subject to the passing of the proposed resolution granting the Issue Mandate to the Directors and on the basis that no Shares will be issued and/or repurchased by the Company prior to the AGM, the Company would be allowed to issue a maximum of 291,000,000 Shares representing 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of the AGM.

The Issue Mandate, the Repurchase Mandate and the Extension Mandate will continue in force until the conclusion of the next AGM of the Company after the date of passing the relevant resolutions or any earlier date as referred to in resolutions numbered 5, 6 and 7 set out in the AGM Notice. In accordance with the Listing Rules, and in particular the rules regulating repurchase of shares on the Stock Exchange, the Company is required to send to the Shareholders an explanatory statement containing all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the resolution to grant the Repurchase Mandate. This explanatory statement is set out in Appendix I to this circular.

RE-ELECTION OF RETIRING DIRECTORS

Pursuant to Bye-law 86, Mr. Cui Yuzhi, Mr. Bao Yi and Mr. Ping Fan, who were appointed by the Board as independent non-executive Directors on 27 September 2016, shall be subject to retirement and be eligible for re-election at the AGM.

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LETTER FROM THE BOARD

Pursuant to Bye-laws 87 and 88, at each AGM one-third of the Directors shall retire from office by rotation. A retiring director shall be eligible for re-election. Mr. Qi Lian and Mr. Xia Yuan, being Directors retiring by rotation, shall retire and, being eligible, offer themselves for re-election at the AGM.

Biographical details of the retiring Directors who are proposed to be re-elected at the AGM are set out in Appendix II to this Circular.

AGM AND PROXY ARRANGEMENT

The AGM Notice convening the AGM to be held on 1 June 2017 at 9:00 a.m. (or any adjournment thereof) at Unit 02-03, 69/F, International Commerce Centre, 1 Austin Road West, Tsim Sha Tsui, Kowloon, Hong Kong is set out on pages 15 to 19 of this circular at which the Ordinary Resolutions will be proposed for the Shareholders to consider and, if thought fit, approve (i) the granting of the Issue Mandate; (ii) the granting of the Repurchase Mandate; (iii) the granting of the Extension Mandate; (iv) the re-election of retiring Directors; and (v) the re-appointment of auditors.

A form of proxy for the AGM is enclosed herewith. Shareholders are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event not later than forty-eight (48) hours before the time appointed for the holding of the AGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the AGM (or any adjournment thereof) should he/she so desire and in such event the instrument appointing a proxy shall be deemed to be revoked.

For the purposes of determining the entitlements of the Shareholders of the Company to attend and vote at the AGM, the register of members of the Company will be closed from Friday, 26 May 2017 to Thursday, 1 June 2017 (both days inclusive), during which period no transfers of Shares will be registered. In order to qualify for the aforesaid entitlements, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Thursday, 25 May 2017.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except purely on those procedural or administrative matters. The chairman of the AGM will therefore demand a poll on each of the resolutions to be proposed at the AGM pursuant to Bye-law 66 of the Bye-laws. The results of the poll will be published on the websites of the Stock Exchange and the Company after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

– 5 –

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

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

RECOMMENDATION

The Directors, including the independent non-executive Directors, are of the opinion that (i) the granting of the Issue Mandate; (ii) the granting of the Repurchase Mandate; (iii) the granting of the Extension Mandate; (iv) the re-election of retiring Directors; and (v) the re-appointment of auditors are in the best interest of the Company and the Shareholders as a whole. For the reasons stated above, the Directors recommend the Shareholders to vote favour of all of the resolutions to be proposed at the AGM.

ADDITIONAL INFORMATION

Your attention is drawn to Appendix I to this circular which provides an explanatory statement concerning the Repurchase Mandate and Appendix II which sets out biographical details of the retiring Directors who are proposed to be re-elected at the AGM.

Yours faithfully, For and on behalf of the Board Wang Huixuan Chairman

– 6 –

EXPLANATORY STATEMENT

APPENDIX I

The Listing Rules permit companies whose primary listings are on the Stock Exchange to repurchase their own shares on the Stock Exchange subject to certain restrictions.

The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules to enable them to make an informed decision on whether to vote for or against the Ordinary Resolutions in relation to the grant of the Repurchase Mandate to be proposed at the AGM.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 1,455,000,000 Shares.

Subject to the passing of the relevant Ordinary Resolutions to approve the grant of the Repurchase Mandate and on the basis that no further Shares are issued, and no Shares are repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to purchase a maximum of 145,500,000 Shares, representing 10% of the issued share capital of the Company.

2. REASONS FOR SHARE REPURCHASES

The Directors believe that the grant of the Repurchase Mandate is in the best interests of the Company and the Shareholders as it will give the Company additional flexibility. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the value of the Company’s securities and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders.

3. FUNDING AND IMPACT OF REPURCHASES

In repurchasing the Shares, the Company may only apply funds legally available for such purpose in accordance with the memorandum of association of the Company, the Bye-laws and the laws of Bermuda. The Directors presently proposed that any Shares repurchased under the Repurchase Mandate would be funded out of the capital paid up on the purchased Shares or out of the funds of the Company which would otherwise be available for dividend or distribution or out of the proceeds of a fresh issue of Shares made for the purpose.

The Company is empowered by the memorandum of association of the Company and the Bye-laws to repurchase its Shares.

There might be 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 of the Company for the nine months ended 31 December 2016) in the event that the Repurchase Mandate was to be exercised in full at any time during the proposed repurchase period. However, the Directors do not propose to exercise the

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EXPLANATORY STATEMENT

APPENDIX I

Repurchase Mandate to such extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

3. CONNECTED PERSON

No connected person has notified the Company of a present intention to sell Shares to the Company and no such person has undertaken not to sell any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

4. SHARE PRICE

The highest and lowest prices per Share at which the Shares were traded on the Stock Exchange in each of the previous twelve months were as follows:

	**Price per **	Share
	Highest	Lowest
	HK$	HK$
2016
April	1.74	1.62
May	1.78	1.62
June	1.76	1.69
July	1.70	1.69
August	1.74	1.61
September	2.40	1.33
October	3.08	1.97
November	2.69	2.15
December	2.78	2.29
2017
January	2.43	2.10
February	2.28	1.70
March	1.95	1.72
April (up to the Latest Practicable Date)	1.88	1.71

6. SHARE REPURCHASES MADE BY THE COMPANY

No purchase of Shares has been made by the Company in the six months prior to the Latest Practicable Date.

7. GENERAL

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

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EXPLANATORY STATEMENT

APPENDIX I

The Directors have undertaken to the Stock Exchange to exercise the power of the Company to make repurchase pursuant to the Repurchase Mandate in accordance with the Listing Rules, the applicable laws of Bermuda and the Bye-laws.

8. EFFECT OF THE TAKEOVERS CODE

If, as the result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for purposes of Rule 32 the Takeovers Code. As a result, 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 become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code for all Shares not already owned by such Shareholder or group of Shareholders.

According to the register maintained by the Company pursuant to Section 336 of the SFO, as at the Latest Practicable Date, the following interests in the Shares and underlying Shares were recorded:

Unis Technology Strategy Investment Limited is beneficially interested in 986,829,420 Shares (Note 1) , representing approximately 67.82% of the existing issued share capital of the Company. Unis Technology Strategy Investment Limited is wholly owned by Tsinghua Unigroup Capital Management（北京紫光資本管理有限公司）, which in turn, is wholly owned by Tsinghua Unigroup Ltd.（紫光集團有限公司）. Tsinghua Unigroup Ltd.（紫光集團有限公司） is owned as to 51% by Tsinghua Holdings Co., Ltd.（清華控股有限公司）and 49% owned by Beijing Jiankun Investment Group Co., Ltd.（北京健坤投資集團有限公司）. Tsinghua Holdings Co., Ltd.（清華控股有限公司）is wholly owned by Tsinghua University（清華大學）and Beijing Jiankun Investment Group Co., Ltd.（北京健坤投資集團有限公司）is owned as to 70% by Mr. Zhao Weiguo. In the event that the Repurchase Mandate is exercised in full and given that the Repurchase Mandate has been approved by the Shareholders, the interests of the above Shareholders will be increased to approximately 75.36% (Note 2) .

Reach General International Limited, which is 100% beneficially owned by Mr. Wu Xin, is interested in 100,000,000 Shares, representing approximately 6.87% of the existing issued share capital of the Company; Ms. Chen Ping is interested in 100,000,000 Shares, representing approximately 6.87% of the existing issued share capital of the Company. In the event that the Repurchase Mandate is exercised in full and given that the Repurchase Mandate has been approved by the Shareholders, the interests of each of the above Shareholders will be increased to approximately 7.64% respectively.

Mr. But Tin Fu, a former Director of the Company in the last 12 months, is interested in 89,867,168 Shares (Note 3) , representing approximately 6.18% of the existing issued share capital of the Company. In the event that the Repurchase Mandate is exercised in full and given that the Repurchase Mandate has been approved by the Shareholders, the interests of Mr. But Tin Fu will be increased to approximately 6.87%.

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EXPLANATORY STATEMENT

APPENDIX I

On the basis of the shareholding held by the Shareholders named above, an exercise of the Repurchase Mandate in full will not give rise to an obligation on them to make a mandatory offer under Rule 26 of the Takeovers Code.

• Note 1: Unis Technology Strategy Investment Limited is also interested in the convertible bonds in the principal amount of HK$148,000,000 issued by the Company (the “ Convertible Bonds ”), which can be converted into 370,000,000 Shares.

• Note 2: Assuming that the Convertible Bonds are not converted into Shares by Unis Technology Strategy Investment Limited from the Latest Practicable Date up to the date of AGM.

• Note 3: Mr. But Tin Fu is interested in 89,867,168 Shares, comprising (a) 39,525,200 Shares directly held by Mr. But Tin Fu, (b) 3,796,000 Shares directly held by Sun East Group Limited, which is beneficially owned as to 50% by Mr. But Tin Fu and 50% by Ms. Leung Hau Sum, who is the wife of Mr. But Tin Fu, (c) 2,424,800 Shares directly held by Sum Win Management Corp., which is wholly owned by Mr. But Tin Fu and (d) 44,121,168 Shares directly held by Mind Seekers Investment Limited, which is wholly owned by Mr. But Tin Fu.

The Directors have no present intention to exercise the power to repurchase Shares to the extent that the aggregate amount of the issued share capital of the Company in public hands would be reduced to less than 25%.

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DETAILS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX II

The following information is given to all Shareholders relating to the details of each of the retiring Directors eligible for re-election to be proposed at the forthcoming AGM.

Mr. QI Lian (“Mr. Qi”) , aged 49, was appointed as an executive Director on 2 June 2016. Mr. Qi is currently the executive director and co-president of Tsinghua Unigroup Ltd., which is a controlling shareholder of the Company and the chairman of 500.com Limited, a company listed on the New York Stock Exchange (stock code: WBAI). He held the following positions in Unisplendour Corporation Limited （紫光股份有限公司） and its predecessor, 清華紫光股份有限公司 (Tsinghua Unisplendour Corporation Limited), a company listed on the Shenzhen Stock Exchange (stock code: 000938): vice chairman of the board, director, president, executive vice president and secretary of the board and chief investment officer. Mr. Qi was a director of China Transinfo Technology Co., Ltd.（北京千方科技股份有 限公司） and its predecessor, Surekam Corporation （北京聯信永益科技股份有限公司）, a company with shares listed on the Shenzhen Stock Exchange (stock code: 002373). He also served as chief manager of Tsinghua Unigroup Strategic Research Centre（清華紫光集團戰略 研究中心）and deputy general manager of Tsinghua Unigroup Test Control Co., Ltd（清華紫光 集團測控公司）. Mr. Qi holds a master’s degree in business administration from Chinese University of Hong Kong and a master’s degree in electrical engineering from Tsinghua University. Mr. Qi obtained his senior engineer qualification in August 1999.

Mr. Qi has entered into a service contract with the Company for a term of three years, which may be terminated by either party giving not less than three months prior notice in writing and is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-laws and as required under the Listing Rules. According to the relevant service contract, no remuneration will be payable to Mr. Qi during his term of office and the Remuneration Committee may review and adjust the emoluments payable to Mr. Qi from time to time with reference to his performance and the operational results of the Group.

Save as disclosed in this circular, Mr. Qi confirms that: (i) he has not held any directorships in the last three years in any public companies, the securities of which are listed on any securities market in Hong Kong and/or overseas, nor held any other major appointment or professional qualification; (ii) he is not related to any other directors, members of senior management or substantial or controlling shareholders of the Company and he does not have any interests in the shares or securities of the Company within the meaning of Part XV of the SFO; (iii) no other information that relates to Mr. Qi is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules; (iv) there are no other matters relating to Mr. Qi that need to be brought to the attention of the shareholders of the Company; and (v) all the requirements applicable to and on the part of Mr. Qi under Rule 13.51(2) of the Listing Rules have been fulfilled.

Mr. Xia Yuan (“Mr. Xia”) , aged 36, was appointed as an executive Director on 2 June 2016. Mr. Xia is a committee member of Shanghai Youth Federation（上海市青聯委員）. He served as the assistant general manager of Beijing Tong Ren Tang Health Pharmaceutical Co., Ltd. （北京同仁堂健康藥業股份有限公司）, the vice president, assistant to president of China great Wall Computer (H.K.) Holdings Limited（中國長城計算機（香港）控股有限公司）, a sales engineer and a sales manager at Huawei Technologies Co. Ltd.（華為技術有限公司）. He

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DETAILS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX II

was an independent non-executive director of China Union Holdings Ltd.（華聯控股股份有限 公司）, a company listed on the Shenzhen Stock Exchange (stock code: 000036). Mr. Xia holds a doctoral degree in communication studies from Zhejiang University（浙江大學）, a master’s degree in marketing communications from Bournemouth University and a bachelor’s degree in English literature from University of International Relations（國際關係學 院）. He has over 10 years of experiences in strategic planning, marketing and capital operations.

Mr. Xia has entered into a service contract with the Company for a term of three years, which may be terminated by either party giving not less than three months prior notice in writing and is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the Bye-laws and as required under the Listing Rules. According to the relevant service contract, no remuneration will be payable to Mr. Xia during his term of office and the Remuneration Committee may review and adjust the emoluments payable to Mr. Xia from time to time with reference to his performance and the operational results of the Group.

Save as disclosed in this circular, Mr. Xia confirms that: (i) he has not held any directorships in the last three years in any public companies, the securities of which are listed on any securities market in Hong Kong and/or overseas, nor held any other major appointment or professional qualification; (ii) he is not related to any other directors, members of senior management or substantial or controlling shareholders of the Company and he does not have any interests in the shares or securities of the Company within the meaning of Part XV of the SFO; (iii) no other information that relates to Mr. Xia is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules; (iv) there are no other matters relating to Mr. Xia that need to be brought to the attention of the shareholders of the Company; and (v) all the requirements applicable to and on the part of Mr. Xia under Rule 13.51(2) of the Listing Rules have been fulfilled.

Mr. Cui Yuzhi (“Mr. Cui”) , aged 50, was appointed as an independent non-executive Director with effect from 27 September 2016. Mr. Cui is a seasoned independent investment advisor and has close to 20 years of finance management experience with deep expertise in international capital market and enterprise operations. Mr. Cui held senior positions at various organizations, including executive president of Tendcare Medical Group, portfolio manager at Atlantis Investment Hong Kong, general manager of investment and operations at Renhe Commercial (Stock Code: 1387.hk), CFO of Zhong An Real Estate (Stock Code: 672.hk), CFO of Excellence Group, CFO of Treasury Holdings China Limited, and the vice president of Shanghai Forte Group. Mr. Cui holds a Bachelor of Science degree in Applied Physics from the University of Notre Dame (graduated with highest honor), and MBA from the University of Chicago Booth School of Business.

Mr. Cui has entered into a service contract with the Company for a term of three years, which may be terminated by either party giving not less than three months prior notice in writing and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws and as required under the Listing Rules. Mr. Cui is entitled to a monthly remuneration of HK$12,000, which was recommended by

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DETAILS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX II

the remuneration committee of the Company and determined by the Board with reference to his skills, knowledge, qualification, experience and responsibilities of the independent non-executive director.

Save as disclosed in this circular, Mr. Cui confirms that: (i) he has not held any directorships in the last three years in any public companies, the securities of which are listed on any securities market in Hong Kong and/or overseas, nor held any other major appointment or professional qualification; (ii) he is not related to any other directors, members of senior management or substantial or controlling shareholders of the Company, and he does not have any interests in the shares or securities of the Company within the meaning of Part XV of the SFO; (iii) no other information that relates to Mr. Cui is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules; (iv) there are no other matters relating to Mr. Cui that need to be brought to the attention of the shareholders of the Company; and (v) all the requirements applicable to and on the part of Mr. Cui under Rule 13.51(2) of the Listing Rules have been fulfilled.

Mr. Bao Yi (“Mr. Bao”) , aged 41, was appointed as an independent non-executive Director on 27 September 2016. Mr. Bao is currently the chairman of Cedarlake Capital, a cross-border synergy fund and the chairman of Granday Financial Leasing Co., Ltd. Mr. Bao served as the CEO of Morgan Stanley Huaxin Securities Co., Ltd. and the managing director of Morgan Stanley Asia Ltd. Mr. Bao is a financial expert of the Hundred Talents Program of Pudong District, Shanghai. Mr. Bao obtained MBA from the Wharton School of the University of Pennsylvania.

Mr. Bao has entered into a service agreement with the Company for a term of three years, which may be terminated by either party giving not less than three months prior notice in writing and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws and as required under the Listing Rules. Mr. Bao is entitled to a monthly remuneration of HK$12,000, which was recommended by the remuneration committee of the Company and determined by the Board with reference to his skills, knowledge, qualification, experience and responsibilities of the independent non-executive director.

Save as disclosed in this circular, Mr. Bao confirms that: (i) he has not held any directorships in the last three years in any public companies, the securities of which are listed on any securities market in Hong Kong and/or overseas, nor held any other major appointment or professional qualification; (ii) he is not related to any other directors, members of senior management or substantial or controlling shareholders of the Company, and he does not have any interests in the shares or securities of the Company within the meaning of Part XV of the SFO; (iii) no other information that relates to Mr. Bao is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules; (iv) there are no other matters relating to Mr. Bao that need to be brought to the attention of the shareholders of the Company; and (v) all the requirements applicable to and on the part of Mr. Bao under Rule 13.51(2) of the Listing Rules have been fulfilled.

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DETAILS OF RETIRING DIRECTORS STANDING FOR RE-ELECTION

APPENDIX II

Mr. Ping Fan (“Mr. Ping”) , aged 38, was appointed as an independent non-executive Director on 27 September 2016. Mr. Ping is currently the chairman and CEO of Shanghai Lang Sheng Investment Limited. He is the counselor of China-Arab States Expo, the convener of China-Arab States Expo Youth Entrepreneurs’ Summit from 2011 to 2013, a Commissioner of All-China Youth Federation, an Entrepreneurs’ council member of Chinese Economists 50 Forum. Mr. Ping holds a bachelor’s degree in management from the Business School of the University of Manchester, and an EMBA from the School of Economics and Management of Tsinghua University.

Mr. Ping has entered into a service agreement with the Company for a term of three years, which may be terminated by either party giving not less than three months prior notice in writing and is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Bye-laws and as required under the Listing Rules. Mr. Ping is entitled to a monthly remuneration of HK$12,000, which was recommended by the remuneration committee of the Company and determined by the Board with reference to his skills, knowledge, qualification, experience and responsibilities of the independent non-executive director.

Save as disclosed in this circular, Mr. Ping confirms that: (i) he has not held any directorships in the last three years in any public companies, the securities of which are listed on any securities market in Hong Kong and/or overseas, nor held any other major appointment or professional qualification; (ii) he is not related to any other directors, members of senior management or substantial or controlling shareholders of the Company, and he does not have any interests in the shares or securities of the Company within the meaning of Part XV of the SFO; (iii) no other information that relates to Mr. Ping is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules; (iv) there are no other matters relating to Mr. Ping that need to be brought to the attention of the shareholders of the Company; and (v) all the requirements applicable to and on the part of Mr. Ping under Rule 13.51(2) of the Listing Rules have been fulfilled.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

UNISPLENDOUR TECHNOLOGY (HOLDINGS) LIMITED 紫光科技（控股）有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock code: 00365)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that an annual general meeting of Unisplendour Technology (Holdings) Limited (the “ Company ”) will be held at Unit 02-03, 69/F, International Commerce Centre, 1 Austin Road West, Tsim Sha Tsui, Kowloon, Hong Kong on Thursday, 1 June 2017 at 9:00 a.m. (or any adjournment thereof), for the following purposes:

ORDINARY RESOLUTIONS

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

1. to receive and consider and adopt the audited consolidated financial statements of the Company and the report of the directors (the “ Directors ”) and the auditors of the Company for the nine months ended 31 December 2016;

2. to re-elect the following retiring Directors: (a) Mr. Qi Lian; (b) Mr. Xia Yuan; (c) Mr. Cui Yuzhi; (d) Mr. Bao Yi; and (e) Mr. Ping Fan;

3. to authorise the board of Directors (the “ Board ”) to fix the Directors’ remuneration;

4. to re-appoint PricewaterhouseCoopers as auditors of the Company and to authorise the Board 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. “ THAT :

2. (a) subject to sub-paragraph (c) below, pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”), the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and

* for identification purpose only

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

deal with additional shares in the capital of the Company (the “ 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, including warrants to subscribe for Shares, which might require the exercise of such powers, be and is hereby generally and unconditionally approved;

• (b) the approval in sub-paragraph (a) above shall authorize the Directors during the Relevant Period to make or grant offers, agreements and options (including bonds, warrants and debentures convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;

• (c) the aggregate nominal amount of share capital allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to options or otherwise) by the Directors pursuant to the approval in sub-paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); or (ii) the exercise of any options granted under any share option scheme or similar arrangement of the Company; or (iii) any scrip dividend or similar arrangements providing for the allotment and issue of Shares in lieu of the whole or part of a dividend on the Shares in accordance with the bye-laws of the Company in force from time to time; or (iv) any issue of Shares upon the exercise of rights of subscription or conversion under the terms of any warrants of the Company or any securities which are convertible into Shares, shall not exceed 20 per cent. of the aggregate nominal amount of the share capital of the Company in issue on the date of the passing of this resolution, and the authority pursuant to sub-paragraph (a) of this resolution shall be limited accordingly; and

• (d) for the purposes of this resolution:

“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next AGM of the Company;

• (ii) the expiration of the period within which the next AGM of the Company is required by the bye-laws of the Company or any applicable laws to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution;

“Rights Issue” means an offer of Shares, or an offer or issue of warrants, options or other securities giving rights to subscribe for Shares, open for a period fixed by the Directors to holders of Shares or any class thereof on the register of members of the Company on a fixed record date in proportion to

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APPENDIX III

NOTICE OF ANNUAL GENERAL MEETING

their then holdings of Shares or class thereof (subject to such exclusion 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, or the expense or delay which may be involved in determining the existence or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction or any recognized regulatory body or any stock exchange)”;

1. “ THAT :

2. (a) subject to sub-paragraph (b) below, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase issued shares in the capital of the Company (the “ Shares ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) or any other stock exchange on which the Shares may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for such purpose, or otherwise in accordance with the rules and regulations of the Securities and Futures Commission of Hong Kong, the Stock Exchange or any applicable laws in this regard, be and is hereby generally and unconditionally approved;

3. (b) the aggregate nominal amount of the Shares which may be purchased by the Company pursuant to the approval in sub-paragraph (a) above during the Relevant Period shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of the passing of this resolution and the authority pursuant to sub-paragraph (a) of this resolution shall be limited accordingly; and

4. (c) for the purposes of this resolution:

“Relevant Period” means the period from the date of the passing of this resolution until whichever is the earliest of:

• (i) the conclusion of the next AGM of the Company;

• (ii) the expiration of the period within which the next AGM of the Company is required by the bye-laws of the Company or any applicable laws to be held; and

• (iii) the passing of an ordinary resolution by the shareholders of the Company in general meeting revoking or varying the authority given to the Directors by this resolution”;

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

7. “ THAT :

conditional upon the resolutions numbered 5 and 6 set out in the notice convening this meeting being duly passed, the authority granted to the Directors to exercise the powers of the Company to allot, issue and deal with shares of the Company pursuant to resolution numbered 5 in the notice convening this meeting be and is hereby extended by the addition to the aggregate nominal amount of the share capital of the Company which may be allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with by the Directors pursuant to such authority, an amount (“ the Extended Amount ”) representing the aggregate nominal amount of shares in the share capital of the Company which has been purchased by the Company under the authority granted pursuant to resolution numbered 6 in the notice convening this meeting, provided that the Extended Amount shall not exceed 10 per cent. of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of this resolution.”

Yours faithfully, On behalf of the Board Unisplendour Technology (Holdings) Limited Wang Huixuan Chairman

Hong Kong, 28 April 2017

Notes:

• (1) A Shareholder of the Company entitled to attend and vote at the annual general meeting of the Company is entitled to appoint another person as his proxy to attend and, subject to the provisions of the Bye-laws of the Company, vote on his behalf. A Shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf. A proxy need not be a Shareholder of the Company.

• (2) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorised in writing. If the appointer is a corporation, then the instrument shall be signed under seal or under hand of an officer, attorney or other person authorised in writing.

• (3) In order to be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority, must be deposited at the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for the holding of the annual general meeting or any adjournment thereof in order for such documents to be valid. Completion and return of the form of proxy will not preclude any Shareholder from attending and voting in person should he so desire and in such event the instrument appointing a proxy shall be deemed to be revoked.

• (4) For the purposes of determining the entitlements of the Shareholders of the Company to attend and vote at the annual general meeting, the register of members of the Company will be closed from Friday, 26 May 2017 to Thursday, 1 June 2017 (both days inclusive), during which period no transfers of Shares will be registered. In order to qualify for the aforesaid entitlements, all transfer documents accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Thursday, 25 May 2017.

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NOTICE OF ANNUAL GENERAL MEETING

APPENDIX III

• (5) In relation to proposed resolution numbered 2 in this notice regarding re-election of the retiring Directors of the Company, their biographies are set out in Appendix II to the circular of the Company dated 28 April 2017.

• (6) In relation to the proposed resolution numbered 5 of this notice, the Directors wish to state that they have no immediate plans to issue any new shares of the Company.

• (7) In relation to the proposed resolution numbered 6 of this notice, the Directors wish to state that they will exercise the powers conferred thereby to repurchase shares in circumstances which they deem appropriate for the benefit of the shareholders. An explanatory statement containing the information necessary to enable the shareholders to make an informed decision as to how to vote on the proposed resolution as required by the Listing Rules is set out in the Appendix I to the circular of the Company dated 28 April 2017.

• (8) As at the date hereof, the Board comprises:

Executive Directors: Mr. Wang Huixuan (Chairman) Mr. Qi Lian Mr. Xia Yuan (Chief Executive Officer)

Non-executive Director: Mr. Li Zhongxiang (Vice Chairman)

Independent non-executive Directors: Mr. Cui Yuzhi Mr. Bao Yi Mr. Ping Fan

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