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Comtec Solar Systems Group Limited Capital/Financing Update 2017

Oct 11, 2017

49415_rns_2017-10-11_e96d405d-fe0e-4906-b60f-0d588b17aaf4.pdf

Capital/Financing Update

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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 DISPOSALS OF LISTED SECURITIES

Through a series of disposals during the period from 9 October 2017 to 11 October 2017, the Company disposed on the open market a total of 5,177,500 SMIC Shares, at the price between HK$9.92 to HK$10.30 per SMIC Share for an aggregate gross sale proceeds of approximately HK$52,476,250 (exclusive of transaction costs).

As one of the applicable percentage ratios for the Disposals, when aggregated with the Previous Disposals which were conducted within 12 months of the Disposals, exceeds 5% but is less than 25%, the Disposals constitute discloseable transactions 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 DISPOSALS

Through a series of disposals during the period from 9 October 2017 to 11 October 2017, the Company disposed on the open market a total of 5,177,500 SMIC Shares, at the price between HK$9.92 to HK$10.30 per SMIC Share for an aggregate gross sale proceeds of approximately HK$52,476,250(exclusive of transaction costs). Upon completion of the Disposals, the Company holds a total of 2,317,500 SMIC Shares.

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

ASSETS DISPOSED OF

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The Company disposed of a total of 5,177,500 SMIC Shares, representing approximately 0.11% of the issued share capital of SMIC (based on the 4,651,624,748 SMIC Shares as at 30 September 2017 according to its monthly return dated 30 September 2017).

CONSIDERATION

The aggregate gross sale proceeds of the Disposals is approximately HK$52,476,250 (exclusive of transaction costs), which is receivable in cash on settlement. The consideration for the Disposals represented the market price of the SMIC Shares at the time of the Disposals.

REASONS FOR AND BENEFITS OF THE DISPOSALS

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 interim report for the six months ended 30 June 2017 issued on 30 August 2017, the Company has commenced principal trading activities from the end of 2016, and determined financial investment as an ordinary and usual course of the business of Company. 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 hightech industry including telecommunication, semiconductor, internet, computers and/or software.

Based on the recent market prices of SMIC, the Company considers that the disposals of SMIC Shares can enhance the returns on investment for the Company. As a result of the Disposals, the Group expects to recognize a gain of approximately HK$6,810,700. The Group intended to use the proceeds of the Disposals for the principal trading activities.

As the Disposals were made at market price, the Directors (including the independent non-executive Directors) are of the view that the Disposals 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

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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

PREVIOUS DISPOSALS

During the period from 8 February 2017 to 29 June 2017, the Company disposed an aggregate of 3,271,000 SMIC Shares on the market through the Stock Exchange for an aggregate gross sale proceeds of approximately HK$36,741,660 (exclusive of transaction costs). The Previous Disposals, whether calculated individually or in aggregate, do not constitute a notifiable transaction for the Company under Chapter 14 of the Listing Rules.

GENERAL

Each Disposal, when calculated individually, does not constitute a notifiable transaction of the Company under Chapter 14 of the Listing Rules. However, as one of the applicable percentage ratios for each Disposal, when aggregated with the Previous Disposals which were conducted within 12 months of the Disposal, exceeds 5% but is less than 25%, the Disposals constitute discloseable transactions 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:

  • “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 “Disposals” the disposals by the Group on the market of 5,177,500 SMIC Shares conducted during the period from 9 October 2017 to 11 October 2017 for an aggregate gross sale proceeds of approximately HK$52,476,250 (exclusive of transaction costs)

  • “Group” the Company and its subsidiaries

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“HK$” Hong Kong dollars, the lawful currency of Hong Kong 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 Disposals” the disposals of an aggregated of 3,271,000 SMIC Shares by the
Company on the market through the Stock Exchange for an
aggregate
gross
proceeds
of
approximately
HK36,741,660
(exclusive of transaction costs) during the period of 8 February 2017
to 29 June 2017
“Shareholder(s)” holder(s) of issued share(s) of the Company
“SMIC” Semiconductor
Manufacturing
International
Corporation,
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

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

Hong Kong, 11 October 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.

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Bao Yi and Mr. Ping Fan as independent non-executive directors.

* For identification purposes only

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