Comtec Solar Systems Group Limited — Board/Management Information 2016

Sep 27, 2016

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

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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: 365)

(1) RESIGNATION OF EXECUTIVE DIRECTOR;

(2) RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS;

(3) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS;

(4) CHANGE IN COMPOSITION OF THE AUDIT COMMITTEE, THE REMUNERATION COMMITTEE AND THE NOMINATION COMMITTEE; AND

(5) PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTORS

The board of directors (the “ Board ”) of Unisplendour Technology (Holdings) Limited (the “ Company ”) announces the following changes with effect from 27 September 2016:

Mr. Zhang Yonghong has resigned as an executive director;

Mr. See Tak Wah has resigned as an independent non-executive director and ceased to act as the chairman of the audit committee and a member of the nomination committee of the Company;

Prof. Xu Yang Sheng has resigned as an independent non-executive director and ceased to act as a member of the audit committee and the chairman of the remuneration committee of the Company;

Mr. Li Wanshou has resigned as an independent non-executive director and ceased to act as a member of the audit committee, the remuneration committee and the nomination committee of the Company;

Mr. Cui Yuzhi has been appointed as an independent non-executive director and the chairman of the audit committee and a member of the nomination committee of the Company;

Mr. Bao Yi has been appointed as an independent non-executive director and a member of the audit committee and the chairman of the remuneration committee of the Company;

Mr. Ping Fan has been appointed as an independent non-executive director and a member of the remuneration committee and the nomination committee of the Company.

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RESIGNATION OF EXECUTIVE DIRECTOR

Mr. Zhang Yonghong (“Mr. Zhang”) has resigned with effect from 27 September 2016 as an executive director of the Company.

Mr. Zhang has confirmed that he is not aware of any matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company. He has also confirmed that his resignation is due to his work re-designation and that he has no disagreement with the Board. The Board would like to express its sincere gratitude to Mr. Zhang for his valuable contribution to the Company during his tenure of service as an executive director.

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHAIRMAN OF THE AUDIT COMMITTEE AND MEMBER OF THE NOMINATION COMMITTEE

Mr. See Tak Wah (“Mr. See”) has resigned with effect from 27 September 2016 as an independent non-executive director and the chairman of the audit committee and a member of the nomination committee of the Company.

Mr. See has confirmed that he is not aware of any matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company. He has also confirmed that his resignation is due to better concentration on his other businesses and that he has no disagreement with the Board. The Board would like to express its sincere gratitude to Mr. See for his valuable contribution to the Company during his tenure of service as an independent non-executive director.

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND MEMBER OF THE AUDIT COMMITTEE AND CHAIRMAN OF THE REMUNERATION COMMITTEE

Prof. Xu Yang Sheng (“Prof. Xu”) has resigned with effect from 27 September 2016 as an independent non-executive director and a member of the audit committee and the chairman of the remuneration committee of the Company.

Prof. Xu has confirmed that he is not aware of any matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company. He has also confirmed that his resignation is due to better concentration on his other businesses and that he has no disagreement with the Board. The Board would like to express its sincere gratitude to Prof. Xu for his valuable contribution to the Company during his tenure of service as an independent non-executive director.

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND MEMBER OF THE AUDIT COMMITTEE, THE REMUNERATION COMMITTEE AND THE NOMINATION COMMITTEE

Mr. Li Wanshou (“Mr. Li”) has resigned with effect from 27 September 2016 as an independent non-executive director and a member of the audit committee, the remuneration committee and the nomination committee of the Company.

Mr. Li has confirmed that he is not aware of any matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company. He has also confirmed that his resignation is due to better concentration on his other businesses and that he has no disagreement with the Board. The Board would like to express its sincere gratitude to Mr. Li for his valuable contribution to the Company during his tenure of service as an independent non-executive director.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHAIRMAN OF THE AUDIT COMMITTEE AND MEMBER OF THE NOMINATION COMMITTEE

Mr. Cui Yuzhi (“Mr. Cui”) has been appointed as an independent non-executive director with effect from 27 September 2016. Mr. Cui has also been appointed as the chairman of the audit committee and a member of the nomination committee of the Company with effect from 27 September 2016.

Mr. Cui, aged 50, a seasoned independent investment advisor. Mr. Cui 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: HK01387), CFO of Zhong An Real Estate (Stock Code: HK000672), 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

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honor), and MBA from the University of Chicago Booth School of Business.

Mr. Cui has entered into a service agreement with the Company for a term of three years commencing from the date of his appointment. 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 Articles of Association of the Company. Mr. Cui will receive 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 announcement, Mr. Cui confirms for himself 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.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND MEMBER OF THE AUDIT COMMITTEE AND CHAIRMAN OF THE REMUNERATION COMMITTEE

Mr. Bao Yi (“Mr. Bao”) has been appointed as an independent non-executive director with effect from 27 September 2016. Mr. Bao has also been appointed as a member of the audit committee and the chairman of the remuneration committee of the Company with effect from 27 September 2016.

Mr. Bao, aged 40, is currently the chairman of Cedarlake Capital, a cross-border synergy fund, and 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 commencing from the date of his appointment. 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 Articles of Association of the Company. Mr. Bao will receive 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 announcement, Mr. Bao confirms for himself 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.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND MEMBER OF THE REMUNERATION AND THE NOMINATION COMMITTEE

Mr. Ping Fan (“Mr. Ping”) has been appointed as an independent non-executive director with effect from 27 September 2016. Mr. Ping has also been appointed as a member of the remuneration committee and the nomination committee of the Company with effect from 27 September 2016.

Mr. Ping, aged 38, is currently the chairman and CEO of Shanghai Lang Sheng Investment Limited. Mr. Ping is the counselor of ChinaArab States Expo, the convener of China-Arab States Expo Youth Entrepreneurs’ Summit from 2011 to 2013, a Commissioner of AllChina 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

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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 commencing from the date of his appointment. 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 Articles of Association of the Company. Mr. Ping will receive 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 announcement, Mr. Ping confirms for himself 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.

The Board expresses its warm welcome to Mr. Cui, Mr. Bao and Mr. Ping on their appointments.

PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR AND VICE CHAIRMAN OF THE BOARD

Subject to approval by the members in the special general meeting (the “SGM”) to be convened by the Company, the Board proposes to appoint Mr. Li Zhongxiang as a non-executive director and the vice chairman of the Board of the Company, both with effect from the conclusion of the SGM.

Mr. Li Zhongxiang (“Mr. Li”), 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.

Mr. Li has entered into a service agreement with the Company for a term of three years, with effect upon the approval by the members in the SGM. Mr. Li will not receive remuneration from the Company.

Save as disclosed in this announcement, Mr. Li confirms for himself 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 the 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.

PROPOSED APPOINTMENT OF NON-EXECUTIVE DIRECTOR AND MEMBER OF THE AUDIT COMMITTEE

Subject to approval by the members in the SGM to be convened by the Company to approve the proposed appointment of the nonexecutive directors and member of the audit committee (the “Proposed Appointments”), the Board proposes to appoint Mr. Wang Huixuan as a non-executive director and a member of the audit committee of the Company, both with effect from the conclusion of the SGM.

Mr. Wang Huixuan (“Mr. Wang”), 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

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Company Limited Shandong Subsidiary, the head official of PICC Life Insurance Company Limited Guangdong Subsidiary, the vice general manager of China Life Insurance Company Limited Xinjiang subsidiary, 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.

Mr. Wang has entered into a service agreement with the Company for a term of three years, with effect upon the approval by the members in the SGM. Mr. Wang will not receive remuneration from the Company.

Save as disclosed in this announcement, Mr. Wang confirms for himself 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 the 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.

NON-COMPLIANCE WITH RULE 3.21 OF THE LISTING RULES

Pursuant to Rules 3.21 of The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”), the audit committee of a listed issuer must comprise a minimum of three members. After the change in composition of the audit committee, the number of members in the Company’s audit committee fails to meet the requirements under Rule 3.21 of the Listing Rules. Pursuant to Rule 3.23 of the Listing Rules, the Company should appoint sufficient number of members to the audit committee within three months after failing to meet such requirements. Upon the approval by the members in the SGM of the Proposed Appointments, the Company will comply with Rule 3.21 of the Listing Rules.

SGM

A circular containing, among others, further details of the Proposed Appointments together with a notice convening the SGM will be despatched to the members as soon as practicable.

For and on behalf of the Board

Unisplendour Technology (Holdings) Limited Qi Lian Chairman

Hong Kong, 27 September 2016

As at the date of this announcement, the Directors are Mr. Qi Lian, Mr. Xia Yuan and Mr. But Tin Fu as executive Directors; and Mr. Cui Yuzhi, Mr. Bao Yi and Mr. Ping Fan as independent non-executive Directors.

• for identification purposes only

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