Comtec Solar Systems Group Limited — Capital/Financing Update 2017

Dec 22, 2017

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 ***

(Incorporated in Bermuda with limited liability)

(Stock Code: 365)

DISCLOSEABLE TRANSACTION ACQUISITIONS OF LISTED SECURITIES

THE ACQUISITIONS

Through a series of acquisitions on 22 December 2017, the Company further acquired on the open market a total of 4,158,500 SMIC Shares at an aggregate consideration of approximately HK$49,368,100 (exclusive of transaction costs). The average price (exclusive of transaction costs) for the Acquisitions of each SMIC Share is approximately HK$11.87.

THE IMPLICATION OF LISTING RULES

One of the applicable percentage ratios for the Acquisitions, when aggregated with the Previous Acquisitions which were conducted within 12 months of the Acquisitions and without netting off of any SMIC Shares disposed in the Previous Disposals, exceeds 5% but are less than 25%. As such, the Acquisitions, when aggregated with the Previous Acquisitions, constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules, and are therefore subject to the reporting and announcement requirements of the Listing Rules.

THE ACQUISITIONS

Through a series of acquisitions on 22 December 2017, the Company further acquired on the open market a total of 4,158,500 SMIC Shares (which represents approximately 0.08% of the entire issued share capital of SMIC as at the date of this announcement) at an aggregate consideration of approximately HK$49,368,100 (exclusive of transaction costs). The average price (exclusive of transaction costs) for the Acquisitions of each SMIC Share is approximately HK$11.87. The price the Company paid for in each transaction was the market price of the SMIC Share and settled in cash from internal resources of the Company.

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As the Acquisitions were made through the open market, the Company is not aware of the identities of the sellers of the SMIC Shares. To the best knowledge, information and belief of the Directors having made all reasonable enquiries, the sellers of SMIC Shares are Independent Third Parties.

REASONS FOR AND BENEFITS OF THE ACQUISITIONS

The Group is principally engaged in design, manufacture and distribution of SMT product and related equipment, finance lease and factoring and financial investment.

As disclosed in the Company’s annual report for the nine months ended 31 December 2016 issued on 27 April 2017, the Company has commenced principal trading activities during the nine months ended 31 December 2016. The Group has established and performed a low frequency trading strategy with respect to its financial investments and diversified its investments among and within the listed shares of HKEX listed companies in high-tech industry including telecommunication, semiconductor, internet, computers and/or software.

Having considered the financial performance of SMIC, the Company considers that the acquisitions of SMIC Shares are attractive investment and can enhance the returns on investment for the Company.

As the Acquisitions were made at market price, the Directors (including the independent non-executive Directors) are of the view that the Acquisitions were fair and reasonable, on normal commercial terms and in the interests of the Company and the Shareholders as a whole.

INFORMATION ON SMIC

SMIC is a company incorporated in Cayman Islands with limited liability and the shares of which are listed on the main board of the Stock Exchange (Stock Code: 981) and the New York Stock Exchange (Stock Code: SMI). SMIC is mainly engaged in the computer-aided design, manufacturing, testing, packaging, and trading of integrated circuits and other semiconductor services, as well as designing and manufacturing semiconductor masks.

The following financial information is extracted from the public documents of SMIC:

	Year Ended	Year Ended	Year Ended
	12/31/16	12/31/15	12/31/14
	US$ thousands	US$ thousands	US$ thousands
Revenue	2,914,180	2,236,415	1,969,966
Profit before tax	309,882	230,864	138,050
Profit after tax	316,434	222,323	126,261
Total assets	10,115,278	7,115,347	5,769,379

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PREVIOUS ACQUISITIONS AND DISPOSALS

As disclosed in the announcement of the Company dated 2 August 2017, during the period from 2 December 2016 to 30 June 2017, the Company acquired an aggregate of 10,766,000 SMIC Shares on the market through the Stock Exchange for an aggregate consideration of approximately HK$102,870,000 (exclusive of transaction costs).

As disclosed in the announcement of the Company dated 11 October 2017, during the period from 8 February 2017 to 11 October 2017, the Company disposed on the open market a total of 8,448,500 SMIC Shares for an aggregate gross sale proceeds of approximately HK$89,217,910 (exclusive of transaction costs).

THE IMPLICATIONS OF LISTING RULES

One of the applicable percentage ratios for the Acquisitions, when aggregated with the Previous Acquisitions which were conducted within 12 months of the Acquisitions and without netting off of any SMIC Shares disposed in the Previous Disposals, exceeds 5% but are less than 25%. As such, the Acquisitions, when aggregated with the Previous Acquisitions, constitute a discloseable transaction of the Company under Chapter 14 of the Listing Rules, and are therefore subject to the reporting and announcement requirements of the Listing Rules.

DEFINITIONS

In this announcement, unless the context requires otherwise, the following terms shall have the same following meanings as set out below:

• “Acquisitions” the acquisitions by the Group on the open market of 4,158,500 SMIC Shares conducted on 22 December 2017 at an aggregate consideration of approximately HK$49,368,100 (exclusive of transaction costs)

• “Board” the board of Directors of the Company

• “Company” Unisplendour Technology (Holdings) Limited (Stock Code: 365), a company incorporated in Bermuda with limited liability and the Ordinary Shares of which are listed on the Main Board of the Stock Exchange

• “Director(s)” the director(s) of the Company

• “discloseable transaction” as defined in the Listing Rules

• “Group” the Company and its subsidiaries

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“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
“Independent Third Party”	third party(ies) independent of the Company and connected persons
	of the Company
“Listing Rules”	The Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“percentage ratios”	as defined in the Listing Rules
“Previous Acquisitions”	the acquisitions of an aggregate of 10,766,000 SMIC Shares on the
	open market through the Stock Exchange for an aggregate
	consideration of approximately HK$102,870,000 (exclusive of
	transaction costs) during the period from 2 December 2016 to 30
	June 2017
“Previous Disposals”	the disposals of an aggregate of 8,448,500 SMIC Shares on the open
	market through the Stock Exchange for an aggregate consideration
	of approximately HK$89,217,910 (exclusive of transaction costs)
	during the period from 8 February 2017 to 11 October 2017
“Shareholder(s)”	holder(s) of issued share(s) of the Company
“SMIC”	SemiconductorManufacturingInternationalCorporation,a
	company incorporated in the Cayman Islands with limited liability,
	the shares of which are listed on the main board of the Stock
	Exchange (Stock Code: 981) and the New York Stock Exchange
	(Stock Code: SMI)
“SMIC shares”	the ordinary share(s) of US$0.004 each in the share capital of SMIC
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“US$”	U.S. dollars, the lawful currency of the United States of America
“%”	per cent

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By Order of the Board Unisplendour Technology (Holdings) Limited Zhang Yadong Chairman

Hong Kong, 22 December 2017

As at the date of this announcement, the directors are Mr. Zhang Yadong, Mr. Xia Yuan and Mr. Zheng Bo as executive directors; Mr. Li Zhongxiang and Mr. Qi Lian as non-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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