Comtec Solar Systems Group Limited — Capital/Financing Update 2018

May 2, 2018

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)

MAJOR TRANSACTION - DEEMED DISPOSAL OF SHAREHOLDING INTERESTS IN A SUBSIDIARY

CAPITAL INCREASE AGREEMENT

On 2 May 2018 (after trading hours), Unisplendour Investment, an indirectly wholly-owned subsidiary of the Company, Sino IC Leasing and Unis Si-Cloud entered into the Capital Increase Agreement. Pursuant to the Capital Increase Agreement, the parties thereunder conditionally agreed that Sino IC Leasing shall inject capital into Unis Si-Cloud with a total amount of RMB210,954,942.86, of which RMB206,774,816.33 will be contributed as the additional registered capital of Unis Si-Cloud and the balance of RMB4,180,126.53 will be credited to capital reserves of Unis Si-Cloud. Upon Completion of the Capital Increase, the registered capital of Unis Si-Cloud will be increased to RMB405,440,816.33 (subject to the final number confirmed by the registration with the competent Administration for Industry and Commerce), and the Shareholding Interests of Unisplendour Investment and Sino IC Leasing in Unis Si-Cloud will be 49% and 51%, respectively.

As at the date of this announcement and prior to Completion of the Capital Increase, Unis Si-Cloud is a wholly-owned subsidiary of Unisplendour Investment. Immediately following Completion of the Capital Increase, Unis Si-Cloud will cease to be a subsidiary and become an associate of the Company. The financial results of Unis Si-Cloud will cease to be consolidated into those of the Company.

IMPLICATIONS OF THE LISTING RULES

Upon Completion of the Capital Increase, the percentage of Shareholding Interests of the Company in Unis Si-Cloud will be diluted. As such, the entering into of the Capital Increase Agreement and the transactions as contemplated thereunder constitute a deemed disposal under Rule 14.29 of the Listing Rules. As one or more of the applicable percentage ratio(s) (as defined in the Listing Rules) exceed(s) 25% but is less than 75%, the Deemed Disposal constitutes a major transaction of the Company and is therefore subject to reporting, announcement and Shareholders’ approval requirements pursuant to Chapter 14 of the Listing Rules.

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THE SGM AND DISPATCH OF THE CIRCULAR

A SGM will be convened and held at which ordinary resolution(s) will be proposed for the Shareholders to consider and, if thought fit, to approve the Capital Increase Agreement and the transactions as contemplated thereunder. No Shareholder is required to abstain from voting at the SGM.

A circular containing, inter alia, further details of the Capital Increase Agreement, a notice of the SGM and other information as required under the Listing Rules will be dispatched to the Shareholders on or before 24 May 2018.

Shareholders and potential investors of the Company should note that the Deemed Disposal may or may not proceed as it is subject to a number of conditions, which may or may not be fulfilled. Shareholders and potential investors of the Company should exercise caution when dealing in the Shares.

CAPITAL INCREASE AGREEMENT

The principal terms of the Capital Increase Agreement are set out as follows:

Date ： 2 May 2018 (after trading hours) Parties ： Unisplendour Investment Holding Co. Limited, an indirectly whollyowned subsidiary of the Company 芯鑫融資租賃有限責任公司Sino IC Leasing Co., Ltd. 紫光芯雲融資租賃有限公司Unisplendour Si-Cloud Financial Leasing Co., Ltd., a direct wholly-owned subsidiary of Unisplendour Investment and an indirectly wholly-owned subsidiary of the Company

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, other than (1) Mr. Zhang Yadong, a Director and Chairman of the Board of the Company, is a director of Sino IC Leasing, and Mr. Wang Huixuan, a Director and Chairman of the Board of the Company in the past twelve months, is currently a supervisor of Sino IC Leasing; (2) Tsinghua Unigroup, through its wholly-owned subsidiary, 北京紫光通信科技集團有限公司 (Beijing Unis Communications Technology Group Ltd), holds 0.1% shareholding interests in China IC Fund, the controlling shareholder of Sino IC Leasing; and (3) 北京紫光資本管理有限公司(Beijing Unis Capital Management Co., Ltd), a directly wholly-owned subsidiary of Tsinghua Unigroup, through (i) 西藏紫 光清彩投資有限公司 , its directly wholly-owned subsidiary; and (ii) 紫光香江有限公司 (Unisplendour Xiangjiang Limited), its indirectly wholly-owned subsidiary and a directly whollyowned subsidiary of 紫光科技戰略投資有限公司(Unis Technology Strategy Investment Limited) which is a controlling shareholder of the Company, in aggregate holds 6.5% shareholding interests in Sino IC Leasing, Sino IC Leasing and its ultimate beneficial owners are the Independent Third Parties independent from the Company and the connected persons (as defined in the Listing Rules) of the Company.

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Capital Increase in Unis Si-Cloud

As at the date of this announcement and prior to Completion of the Capital Increase, the registered capital of Unis Si-Cloud is USD30,000,000 which is fully subscribed and paid by Unisplendour Investment.

Pursuant to the Capital Increase Agreement, the parties thereunder conditionally agreed that Sino IC Leasing shall inject capital into Unis Si-Cloud with a total amount of RMB210,954,942.86 of which RMB206,774,816.33 will be contributed as the additional registered capital of Unis Si-Cloud and the balance of RMB4,180,126.53 will be credited to capital reserves of Unis Si-Cloud. Upon Completion of the Capital Increase, the registered capital of Unis Si-Cloud will be increased to RMB405,440,816.33 (subject to the final number confirmed by the registration with the competent Administration for Industry and Commerce), and the Shareholding Interests of Unisplendour Investment and Sino IC Leasing in Unis Si-Cloud will be 49% and 51%, respectively. Accordingly, Unis Si-Cloud will cease to be a subsidiary and become an associate of the Company. The financial results of Unis Si-Cloud will cease to be consolidated into those of the Company.

The consideration for the subscription of the additional registered capital of Unis Si-Cloud was determined after arm’s length negotiations among the parties under the Capital Increase Agreement on normal commercial terms with reference to the valuation of Unis Si-Cloud as stated in the Asset Valuation Report.

The effectiveness of the Capital Increase Agreement is conditional upon the Company having obtained the approval by its Shareholders in a general meeting of the entering into of the Capital Increase Agreement and the transactions as contemplated thereunder.

Right of First Offer

After Completion of the transaction as contemplated under the Capital Increase Agreement, any proposed transfer of Shareholding Interests in Unis Si-Cloud by Sino IC Leasing or Unisplendour Investment should, in addition to comply with laws, regulations, the Capital Increase Agreement and the articles of association of Unis Si-Cloud, obtain prior written consent from the other party. If the transferor is to transfer all or part of its Shareholding Interests in Unis Si-Cloud to any third parties, the other party has a right of first offer to acquire such Shareholding Interests on the same terms or is entitled to designate related third parties to acquire all such Shareholding Interests from the transferor on the same terms.

Composition of Board of Directors and Management of Unis Si-Cloud upon Completion

Upon Completion, the board of directors of Unis Si-Cloud shall comprise three (3) members. Unisplendour Investment is entitled to nominate one (1) director while Sino IC Leasing is entitled to nominate two (2) directors. The chairman of the board of directors of Unis Si-Cloud shall be a director nominated by Sino IC Leasing. Meetings of the board of directors of Unis Si-Cloud shall only be convened when a quorum of at least two (2) directors or proxies appointed by the directors is present.

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(1) president. The general manager of Unis Si-Cloud shall be nominated by the chairman of the board of Unis Si-Cloud and appointed by the board of directors of Unis Si-Cloud. The deputy general manager and president of Unis Si-Cloud shall be nominated by the general manager of Unis Si-Cloud and appointed by the board of directors of Unis Si-Cloud.

INFORMATION ON UNIS SI-CLOUD

Unis Si-Cloud is a limited liability company incorporated in the PRC on 18 July 2014. It is an indirectly wholly-owned subsidiary of the Company and is mainly engaged in finance lease.

The following table sets out the audited financial information of Unis Si-Cloud for the twelve months ended 31 December 2017 and the nine months ended 31 December 2016.

	For the twelve months	For the nine months
	ended 31 December	ended 31 December
	2017	2016
	HK$	HK$
Revenue	6,999,000	909,000
Profit before tax	3,063,000	5,020,000
Profit after tax	2,265,000	3,765,000

The audited net assets value of Unis Si-Cloud as at 31 December 2017 was approximately HK$241,133,176.

INFORMATION ON UNISPLENDOUR INVESTMENT AND THE GROUP

The Group is principally engaged in SMT equipment manufacturing and related businesses.

Unisplendour Investment, an indirectly wholly-owned subsidiary of the Company, is a limited liability company incorporated in Hong Kong and mainly acts as a holding company.

INFORMATION ON CHINA IC FUND AND SINO IC LEASING

China IC Fund, incorporated in September 2014, mainly invests in the value chain of integrated circuit industry via various approaches, primarily in IC chip manufacturing as well as chip designing, packaging test and equipment and materials. Fund investors include 國開金融有限責任公司 (CDB Capital Co., Ltd), 中國煙草總公司 (China National Tobacco Corporation), 北京亦莊國際投資發展 有限公司(Beijing Yizhuang International Investment and Development Co., Ltd.), 中國移動通信集 團公司 (China Mobile Communications Corporation), 上海國盛（集團）有限公司 (Shanghai Guosheng (Group) Co., Ltd.), 北京紫光通信科技集團有限公司 (Beijing Unis Communications Technology Group Ltd.) and 華芯投資管理有限責任公司 (Sino IC Capital Co., Ltd.), etc.

Sino IC Leasing, a limited company incorporated in Shanghai, PRC, is initiated and established by China IC Fund and is mainly engaged in finance lease in the integrated circuit industry.

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REASONS FOR AND BENEFITS OF ENTERING INTO THE CAPITAL INCREASE AGREEMENT

In order to coordinate with the development strategy planning of Tsinghua Unigroup and in consideration of the dominant position of the Group in SMT equipment manufacturing industry, the Group proposes to gradually adjust the development strategy to concentrate the development focus on SMT equipment manufacturing.

Accordingly, the Directors (including the independent non-executive Directors) are of the view that the terms of the Capital Increase Agreement are made on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

In view of Mr. Zhang Yadong’s directorship with Sino IC Leasing and for the avoidance of any potential conflict of interest, he abstained from voting at the board of directors meeting of Unis Si-Cloud in relation to approval of the Capital Incensement Agreement.

Upon Completion, the proceeds received from the Deemed Disposal will be used for general working capital of Unis Si-Cloud.

FINANCIAL EFFECTS OF THE DEEMED DISPOSAL

Immediately following Completion, Unis Si-Cloud will cease to be a subsidiary and become an associate of the Company. The financial results of Unis Si-Cloud will cease to be consolidated into those of the Company.

The estimated investment earnings arising from the Capital Increase is approximately HK$15,958,939.76, which is estimated based on the fair value of the Group's remaining shareholding interests in Unis Si-Cloud on the date of Completion and the rolling figure of identifiable net assets of Unis Si-Cloud attributed to the Group based on its original shareholding since the incorporation date of Unis Si-Cloud.

The actual amount of the investment earnings arising from the Capital Increase to be recognized by the Company will depend on the net asset value of Unis Si-Cloud as at Completion and therefore may be different from the amount as set out above.

IMPLICATIONS OF THE LISTING RULES

Upon Completion of the Capital Increase, the percentage of Shareholding Interest of the Company in Unis Si-Cloud will be diluted. As such, the entering into of the Capital Increase Agreement and the transactions as contemplated thereunder constitute a deemed disposal under Rule 14.29 of the Listing Rules. As one or more of the applicable percentage ratios (as defined in the Listing Rules) exceed(s) 25% but is less than 75%, the Deemed Disposal constitutes a major transaction of the Company and is therefore subject to reporting, announcement and Shareholders’ approval requirements pursuant to Chapter 14 of the Listing Rules.

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THE SGM AND DISPATCH OF THE CIRCULAR

A SGM will be convened and held at which ordinary resolution(s) will be proposed for the Shareholders to consider and, if thought fit, to approve the Capital Increase Agreement and the transactions as contemplated thereunder. No Shareholder is required to abstain from voting at the SGM.

A circular containing, inter alia, further details of the Capital Increase Agreement, a notice of the SGM and other information as required under the Listing Rules will be dispatched to the Shareholders on or before 24 May 2018.

Shareholders and potential investors of the Company should note that the Deemed Disposal may or may not proceed as it is subject to a number of conditions, which may or may not be fulfilled. Shareholders and potential investors of the Company should exercise caution when dealing in the Shares.

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DEFINITIONS

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

• “Asset Valuation the Asset Valuation Report in connection to the valuation on all Report” shareholder equity involved in Shareholding Interests transfer proposed by shareholder of Unis Si-Cloud issued by Beijing Guorongxinghua Assets Appraisal Co., Ltd. on 20 December 2017 (GRXHPB ZI [2017] No. 010338)

• “Board” the board of Directors of the Company “Capital Increase the capital increase agreement dated 2 May 2018 (after trading Agreement” hours) entered into by and among Unisplendour Investment, Sino IC Leasing and Unis Si-Cloud, pursuant to which the Capital Increase Agreement, Sino IC Leasing conditionally agreed to subscribe for the additional registered capital of Unis Si-Cloud

• “Capital Increase” Pursuant to the Capital Increase Agreement, Sino IC Leasing shall or “Deemed inject capital into Unis Si-Cloud with a total amount of Disposal” RMB210,954,942.86 of which RMB206,774,816.33 will be contributed as the additional registered capital of Unis Si-Cloud and RMB4,180,126.53 will be credited to capital reserves of Unis SiCloud. In addition, upon Capital Increase, Sino IC Leasing and Unisplendour Investment will hold 51% and 49% Shareholding Interests in Unis Si-Cloud, respectively, according to the percentage of registered capital them subscribed for in Unis Si-Cloud

• “China IC Fund” China Integrated Circuit Industry Investment Fund Co., Ltd. (國家 集成電路產業投資基金股份有限公司 ), a company established under the laws of the PRC

• “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

• “Completion” completion of the transactions contemplated under the Capital Increase Agreement

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

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“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the People’s
	Republic of China
“Independent Third	third party(ies) independent of the Company and connected persons
Party”	of the Company
“Listing Rules”	The Rules Governing the Listing of Securities on The Stock
	Exchange of Hong Kong Limited
“Notifiable	as defined in the Listing Rules
Transaction”
“percentage ratios”	as defined in the Listing Rules
“PRC”	the People’s Republic of China, which for the purpose of this
	announcement, shall exclude Hong Kong, the Macau Special
	Administrative Region of the PRC and the region commonly called
	as Taiwan
“RMB”	renminbi, the lawful currency of the PRC
“SGM”	the special general meeting of the Company to be convened for the
	purpose of considering and, if thought fit, approving the Capital
	Increase Agreement and the transactions contemplated thereunder
“Shareholder(s)”	holder(s) of issued share(s) of the Company
“Shareholding	the percentage of shareholding interests in Unis Si-Cloud is
Interests”	determined according to the percentage of subscription of registered
	capital of Unis Si-Cloud
“Sino IC Leasing”	Sino IC Leasing Co., Ltd. (芯鑫融資租賃有限責任公司), a limited
	liability company established under the laws of the PRC
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Tsinghua	Tsinghua Unigroup Co., Ltd, a limited liability company established
Unigroup”	under the laws of the PRC, is one of the controlling shareholders of
	the Company
“Unisplendour	Unisplendour Investment Holding Co. Limited, a limited
Investment”	liability company incorporated under the laws of Hong Kong, is an
	indirectly wholly-owned subsidiary of the Company

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“Unis Si-Cloud”

紫光芯雲融資租賃有限公司 Unisplendour Si-Cloud Financial Leasing Co., Ltd., a limited liability company established under the laws of the PRC, is a wholly-owned subsidiary of Unisplendour Investment and an indirectly wholly-owned subsidiary of the Company prior to Completion of the Capital Increase

“%”

per cent

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

Hong Kong, 2 May 2018

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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