Comtec Solar Systems Group Limited — Board/Management Information 2016

Oct 6, 2016

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt about 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 Unisplendour Technology (Holdings) Limited (the “ Company ”, formerly known as Sun East 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.

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

(formerly known as Sun East Technology (Holdings) Limited 日東科技（控股）有限公司 ) (Incorporated in Bermuda with limited liability) (Stock code: 00365)

PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTORS AND PROPOSED AMENDMENT TO THE BYE-LAWS OF THE COMPANY AND NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting of Unisplendour Technology (Holdings) Limited to be held at 11:00 a.m. on Monday, 31 October 2016 at Unit 02-03, 69/F, ICC-International Commerce Centre, 1 Austin Road West, Tsim Sha Tsui, Kowloon, Hong Kong is set out on pages 9 to 10 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

7 October 2016

CONTENTS

		Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		1
**LETTER **	FROM THE BOARD
1.	INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	3
2.	PROPOSED APPOINTMENT OF MR. LI ZHONGXIANG
	AS A NON-EXECUTIVE DIRECTOR . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
3.	PROPOSED APPOINTMENT OF MR. WANG HUIXUAN
	AS A NON-EXECUTIVE DIRECTOR . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
4.	PROPOSED AMENDMENT TO THE BYE-LAWS. . . . . . . . . . . . . . . . . . . .	6
5.	SGM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
6.	RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
7.	RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
**NOTICE **	OF SPECIAL GENERAL MEETING. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

– i –

DEFINITIONS

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

“Board” the board of Directors or a duly authorized committee of the board of Directors;

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

• “Company” Unisplendour Technology (Holdings) Limited (formerly known as Sun East Technology (Holdings) Limited), a company incorporated in Bermuda with limited liability, the Shares of which are listed on the Stock Exchange;

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

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong;

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China;

• “Latest Practicable Date” 4 October 2016, 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;

• “Proposed Amendment” shall have the meaning as set out under “4. Proposed Amendment to the Bye-laws” in the Letter From the Board;

• “SFO” the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong, as amended, supplemented or otherwise modified from time to time;

• “SGM”

• the special general meeting of the Company to be held at Unit 02-03, 69/F, ICC-International Commerce Centre, 1 Austin Road West, Tsim Sha Tsui, Kowloon, Hong Kong on 31 October 2016 at 11:00 a.m. (or any adjournment thereof);

• “SGM Notice” the notice convening the SGM as set out on pages 9 to 10 of this circular;

• “Share(s)”

the ordinary share(s) of HK$0.10 each in the share capital of the Company;

– 1 –

DEFINITIONS

“Shareholder(s)”	Holder(s) of the Shares, from time to time;
“Stock Exchange”	The Stock Exchange of Hong Kong Limited;
“%”	per cent.

– 2 –

LETTER FROM THE BOARD

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

(formerly known as Sun East Technology (Holdings) Limited 日東科技（控股）有限公司 ) (Incorporated in Bermuda with limited liability)

(Stock code: 00365)

Executive Directors: Mr. QI Lian (Chairman) Mr. XIA Yuan (Chief Executive Officer) Mr. BUT Tin Fu

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 H, 1st Floor, Phase 4 Kwun Tong Industrial Centre Nos. 436-446 Kwun Tong Road Kwun Tong Kowloon Hong Kong

7 October 2016

To the Shareholders

Dear Sirs or Madams,

PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTORS AND

PROPOSED AMENDMENT TO THE BYE-LAWS OF THE COMPANY AND NOTICE OF SPECIAL GENERAL MEETING

1. INTRODUCTION

We refer to the announcements dated 27 September 2016 and 29 September 2016 respectively issued by the Company in respect of, among other things, (i) the proposed appointment of Mr. Li Zhongxiang as a non-executive director of the Company; (ii) the proposed appointment of Mr. Wang Huixuan as a non-executive director of the Company; and (iii) the Proposed Amendment to the Bye-laws of the Company.

* for identification purposes only

– 3 –

LETTER FROM THE BOARD

The purpose of this circular is to provide the Shareholders with the SGM Notice and further information in respect of (i) the proposed appointment of Mr. Li Zhongxiang as a non-executive director of the Company; (ii) the proposed appointment of Mr. Wang Huixuan as a non-executive director of the Company; and (iii) the Proposed Amendment to the Bye-laws of the Company.

2. PROPOSED APPOINTMENT OF MR. LI ZHONGXIANG AS A NON-EXECUTIVE DIRECTOR

The Board proposes to appoint Mr. Li Zhongxiang (“Mr. Li”) as a non-executive director of the Company, he will also be appointed as the vice chairman of the Board from the effective date of the aforesaid appointment. The appointment of Mr. Li is subject to the approval of the Shareholders at the SGM by way of an ordinary resolution.

The biography of Mr. Li is summarized as follows:

Mr. Li Zhongxiang（李中祥）, aged 50, is the vice president and secretary of the board of Tsinghua Holdings Co., Ltd.（清華控股有限公司）, and also the vice chairman of Tsinghua Unigroup Ltd.（紫光集團有限公司）, the director of Tsinghua Holdings International (HK) Co., Limited, the supervisor of Tsinghua Holding Sanlian Venture Capital (Beijing) Management Co., Ltd.（清控三聯創業投資（北京）管理有限公司）. Mr. Li served as the principle staff member of the Education Department of the Ministry of Geology and Mineral Resources of PRC, the managerial staff of Beijing Urban Construction Research Center （北京城建研究中心）, the chief accountant of Xiamen Marine Industry (Group) Co., Ltd.（廈門海洋實業（集團）股份有限 公司）, the financial controller, vice president, senior vice president and director of Unisplendour Corporation Limited, a company listed on the Shenzhen Stock Exchange (stock code: 000938). Mr. Li holds a bachelor’s degree in statistics from the Renmin University of China, and has the title as senior accountant.

As at the Latest Practicable Date, Mr. Li has entered into a service agreement with the Company for a term of three years, with effect upon the approval by the Shareholders in the SGM, and he is subject to retirement from office and shall be eligible for re-election at the first annual general meeting of the Company in accordance with the Bye-laws of the Company. Mr. Li will not receive remuneration from the Company.

Save as otherwise disclosed in this circular, Mr. Li 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 currently a director of Tsinghua Unigroup Ltd., the actual controlling shareholder of the Company; (iii) he does not have any interests in the shares or securities of the Company within the meaning of Part XV of the SFO; (iv) no other information that relates to Mr. Li is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules; (v) there are no other matters relating to Mr. Li that need to be brought to the attention of the shareholders of the Company; and (vi) all the requirements applicable to and on the part of Mr. Li under Rule 13.51(2) of the Listing Rules have been fulfilled.

– 4 –

LETTER FROM THE BOARD

3. PROPOSED APPOINTMENT OF MR. WANG HUIXUAN AS A NON-EXECUTIVE DIRECTOR

The Board proposes to appoint Mr. Wang Huixuan (“Mr. Wang”) as a non-executive director of the Company, he will also be appointed as a member of the audit committee from the effective date of the aforesaid appointment. The appointment of Mr. Li is subject to the approval of the Shareholders at the SGM by way of an ordinary resolution.

The biography of Mr. Wang is summarized as follows:

Mr. Wang Huixuan, aged 50, is the executive director and global executive vice president of Tsinghua Unigroup Ltd.（紫光集團有限公司）. Mr. Wang served as the chairman and CEO of PICC Capital Investment Management Co., Ltd.（人保資本投資管理有限公司）, the executive and vice president of PICC Life Insurance Company Limited, the general manager of PICC Life Insurance Company Limited’s Shandong Branch, the head official of PICC Life Insurance Company Limited’s Guangdong Branch, the vice general manager of China Life Insurance Company Limited’s Xinjiang Branch, the governor of Midong district of Urumqi, Xinjiang, PRC. Mr. Wang holds a bachelor’s degree in politics from the Central China Normal University, a master’s degree in political economy from the Xinjiang University, a master’s degree and doctorate in business administration from the Tianjin University, and has the title as senior economist.

As at the Latest Practicable Date, Mr. Wang has entered into a service agreement with the Company for a term of three years, with effect upon the approval by the shareholders in the SGM, and he is subject to retirement from office and shall be eligible for re-election at the first annual general meeting of the Company in accordance with the Bye-laws of the Company. Mr. Wang will not receive remuneration from the Company.

Save as otherwise disclosed in this circular, Mr. Wang 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 currently a director of Tsinghua Unigroup Ltd., the actual controlling shareholder of the Company; (iii) he does not have any interests in the shares or securities of the Company within the meaning of Part XV of the SFO; (iv) no other information that relates to Mr. Wang is required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules; (v) there are no other matters relating to Mr. Wang that need to be brought to the attention of the shareholders of the Company; and (vi) all the requirements applicable to and on the part of Mr. Wang under Rule 13.51(2) of the Listing Rules have been fulfilled.

– 5 –

LETTER FROM THE BOARD

4. PROPOSED AMENDMENT TO THE BYE-LAWS

To provide the Company with more flexibility to adapt to market practices, the Board proposes to amend the Bye-laws of the Company (the “Proposed Amendment”). The Proposed Amendment is subject to the approval of the Shareholders at the SGM by way of a special resolution.

The Proposed Amendment is set out below:

Original provision

To be amended as

59. (1) An annual general meeting shall be called by Notice of not less than twenty-one (21) clear days and not less than twenty (20) clear business days and any special general meeting at which the passing of a special resolution is to be considered shall be called by Notice of not less than twenty-one (21) clear days and not less than ten (10) clear business days. All other special general meetings may be called by Notice of not less than fourteen (14) clear days and not less than ten (10) clear business days but if permitted by the rules of the Designated Stock Exchange, a general meeting may be called by shorter notice if it is so agreed:

59. (1) An annual general meeting shall be called by Notice of not less than twenty-one (21) clear days and not less than twenty (20) clear business days and all other general meetings (including a special general meeting) must be called by Notice of not less than fourteen (14) clear days and not less than ten (10) clear business days but if permitted by the rules of the Designated Stock Exchange, a general meeting may be called by shorter notice if it is so agreed:

• (a) in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and

• (a) in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and

• (b) in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together holding not less than ninety-five per cent. (95%) in nominal value of the issued shares giving that right.

• (b) in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together representing not less than ninety-five per cent. (95%) of the total voting rights at the meeting of all the Members.

– 6 –

LETTER FROM THE BOARD

The effect of the Proposed Amendment is to bring the requirements for the notice period for convening special general meetings (including any special general meeting at which the passing of a special resolution is to be considered) in line with the requirements for the notice period for all other general meetings of the Company. The Company is of the view that the effect of the Proposed Amendment as described above will streamline the process of convening general meetings of the Company in compliance with the Listing Rules, and is in the best interests of the Company and the Shareholders as a whole.

The legal advisors to the Company as to Hong Kong laws and Bermuda laws have respectively confirmed that the Proposed Amendment complies with the requirements of the Listing Rules and does not contravene the applicable laws of the Bermuda. The Company confirms there is nothing unusual about the Proposed Amendment for a company listed in Hong Kong.

5. SGM

The SGM Notice convening the SGM to be held on 31 October 2016 at 11:00 a.m. (or any adjournment thereof) at Unit 02-03, 69/F, ICC-International Commerce Centre, 1 Austin Road West, Tsim Sha Tsui, Kowloon, Hong Kong is set out on pages 9 to 10 of this circular at which resolutions will be proposed for the Shareholders to consider and, if thought fit, approve (i) the proposed appointment of Mr. Li Zhongxiang as a non-executive director of the Company; (ii) the proposed appointment of Mr. Wang Huixuan as a non-executive director of the Company; and (iii) the Proposed Amendment to the Bye-Laws of the Company.

A form of proxy for the SGM 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 SGM (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 SGM (or any adjournment thereof) should he/she so desire and in such event the instrument appointing a proxy shall be deemed to be revoked.

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. Each of the resolutions to be proposed and put to a vote at the SGM will be decided by way of a poll at the SGM 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 SGM in the manner prescribed under Rules 13.39(5) of the Listing Rules.

– 7 –

LETTER FROM THE BOARD

6. 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.

7. RECOMMENDATION

The Directors consider that all the resolutions mentioned above are in the best interests of the Company and the Shareholders as a whole. For the reasons stated above, the Directors recommend the Shareholders to vote in favour of all of the resolutions to be proposed at the SGM.

Yours faithfully, For and on behalf of the Board Qi Lian Chairman

– 8 –

NOTICE OF SPECIAL GENERAL MEETING

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

(formerly known as Sun East Technology (Holdings) Limited 日東科技（控股）有限公司 ) (Incorporated in Bermuda with limited liability)

(Stock code: 00365)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Unisplendour Technology (Holdings) Limited (the “Company”, formerly known as Sun East Technology (Holdings) Limited) will be held at Unit 02-03, 69/F, ICC-International Commerce Centre, 1 Austin Road West, Tsim Sha Tsui, Kowloon, Hong Kong on Monday, 31 October 2016 at 11:00 a.m. (or any adjournment thereof), for the following purposes:

ORDINARY RESOLUTIONS

1. “ THAT the appointment of Mr. Li Zhongxiang as a non-executive director of the Company be and is hereby approved.”

2. “ THAT the appointment of Mr. Wang Huixuan as a non-executive director of the Company be and is hereby approved.”

SPECIAL RESOLUTION

1. “ THAT the bye-laws of the Company be amended by deleting bye-law number 59(1) and substituting the following new bye-law:–

2. (1) An annual general meeting shall be called by Notice of not less than twenty-one (21) clear days and not less than twenty (20) clear business days and all other general meetings (including a special general meeting) must be called by Notice of not less than fourteen (14) clear days and not less than ten (10) clear business days but if permitted by the rules of the Designated Stock Exchange, a general meeting may be called by shorter notice if it is so agreed:

   • (a) in the case of a meeting called as an annual general meeting, by all the Members entitled to attend and vote thereat; and

* for identification purposes only

– 9 –

NOTICE OF SPECIAL GENERAL MEETING

• (b) in the case of any other meeting, by a majority in number of the Members having the right to attend and vote at the meeting, being a majority together representing not less than ninety-five per cent. (95%) of the total voting rights at the meeting of all the Members.”

Yours faithfully, On behalf of the Board Unisplendour Technology (Holdings) Limited Qi Lian Chairman

Hong Kong, 7 October 2016

Notes:

• (1) The Hong Kong branch register of members of the Company will be closed on Monday, 31 October 2016, for the purposes of determining the entitlements of the Shareholders of the Company to attend and vote at the SGM. No transfers of Shares may be registered on that day. In order to qualify for the aforesaid entitlements, all transfers 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, Hong Kong no later than 4:30 p.m. on Friday, 28 October 2016.

• (2) A Shareholder of the Company entitled to attend and vote at the special 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.

• (3) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorized 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 authorized in writing.

• (4) 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 special 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.

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