Comtec Solar Systems Group Limited — M&A Activity 2016

Aug 12, 2016

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

This joint announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company nor is it a solicitation of any vote or approval in any jurisdiction.

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UNIS TECHNOLOGY STRATEGY SUN EAST TECHNOLOGY INVESTMENT LIMITED (HOLDINGS) LIMITED 紫光科技戰略投資有限公司 日東科技（控股）有限公司 * (Incorporated in Hong Kong with limited liability) (Incorporated in Bermuda with limited liability) (Stock code: 365)

(Incorporated in Hong Kong with limited liability)

JOINT ANNOUNCEMENT

DESPATCH OF SUPPLEMENTAL DOCUMENT IN RELATION TO THE UNCONDITIONAL MANDATORY CASH OFFER BY QUAM SECURITIES COMPANY LIMITED

FOR AND ON BEHALF OF

UNIS TECHNOLOGY STRATEGY INVESTMENT LIMITED TO ACQUIRE ALL THE ISSUED SHARES (OTHER THAN THE EXCLUDED SHARES) OF SUN EAST TECHNOLOGY (HOLDINGS) LIMITED

Financial Adviser to Unis Technology Strategy Investment Limited

Independent financial adviser to the Independent Board Committee and the Independent Shareholders

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VMS Securities Limited

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Reference is made to (i) the joint announcement dated 14 February 2016 issued by the Offeror and the Company in relation to, among others, the Subscriptions and the Offer; (ii) the joint announcement dated 30 May 2016 issued by the Offeror and the Company in relation to the completion of the Subscriptions; (iii) the joint announcement dated 2 June 2016 issued by the Offeror and the Company in relation to the despatch of the Composite Document; (iv) the Composite Document dated 2 June 2016 jointly issued by the Offeror and the Company; (v) the Profit Warning Announcement dated 15 June 2016 issued by the Company in relation to the expected net loss for the financial year ended 31 March 2016; (vi) the joint announcement dated 15 June 2016 issued by the Offeror and the Company, in relation to the extension of the Offer Period; (vii) the joint announcement dated 23 June 2016 issued by the Offeror and the Company in relation to the extension of the Offer Period and the level of acceptance of the Offer on the First Closing Date; and (viii) the supplemental document dated 12 August 2016 jointly issued by the Offeror and the Company (the “ Supplemental Document ”). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Supplemental Document.

DESPATCH OF SUPPLEMENTAL DOCUMENT

The Supplemental Document containing, among other others, (i) the financial results of the Group for the financial year ended 31 March 2016; (ii) a supplemental letter from the Independent Financial Adviser; and (iii) other additional information as required under Rule 8.5 of the Takeovers Code, has been despatched to the Independent Shareholders on 12 August 2016 in accordance with the Takeovers Code. The Supplemental Document also serves as notice in writing to the Shareholders in accordance with Rule 15.1 of the Takeovers Code.

The expected timetable of the Offer in the Supplemental Document as reproduced below is indicative only and subject to changes. Further announcement(s) will be made jointly by the Offeror and the Company in the event of any changes to the timetable as and when appropriate.

Despatch date of the Supplemental Document (Note 1) . . . . . . . . . . . . . . . . . . . . . Friday, 12 August 2016

Latest time and date for acceptance of the Offer (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m. on Friday, 26 August 2016

Revised Closing Date (Notes 2 and 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Friday, 26 August 2016

Announcement of the results of the Offer

to be posted on the website of the Stock Exchange (Note 2) . . . . . . . . . . . . . . . . at or before 7:00 p.m.

on Friday, 26 August 2016 Latest date for posting of remittances for the amounts due in respect of valid acceptances received under

the Offer (Notes 3 and 4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .Tuesday, 6 September 2016

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Notes:

1. The Offer, which is unconditional in all respects, made on and from Thursday, 2 June 2016, is capable of acceptance until the Revised Closing Date.

2. In accordance with the Takeovers Code, in the event that the Offer is extended, at least 14 calendar days’ notice in writing will be given, before the extended Offer is closed, to those Shareholders who have not accepted the Offer. Beneficial owners of Shares who hold their Shares in CCASS directly as an investor participant or indirectly via a broker or custodian participant should note the timing requirements for causing instructions to be made to CCASS in accordance with the General Rules of CCASS and CCASS Operational Procedures. Acceptances of the Offer shall be irrevocable and not capable of being withdrawn, except in the circumstances set out in the section headed “Right of withdrawal” in Appendix I to the Composite Document.

3. If there is (i) a tropical cyclone warning signal number 8 or above, or (ii) a “black” rainstorm warning signal:

4. (a) in force in Hong Kong at any local time before 12:00 noon but no longer in force after 12:00 noon on the latest date for acceptance of the Offer and the latest date for posting of remittances for the amounts due under the Offer in respect of valid acceptances, the latest time for acceptance of the Offer and the posting of remittances will remain at 4:00 p.m. on the same Business Day; or

5. (b) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the latest date for acceptance of the Offer and the latest date for posting of remittances for the amounts due under the Offer in respect of valid acceptances, the latest time for acceptance of the Offer and the posting of remittances will be rescheduled to 4:00 p.m. on the following Business Day.

6. Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty) payable for the Offer will be posted to the accepting Shareholders by ordinary post at their own risk as soon as possible but in any event within seven business days (as defined in the Takeovers Code) following the date of receipt by the Registrar of the duly completed Form of Acceptance and all the valid requisite documents.

7. The Stock Exchange has stated that if, at the close of the Offer, less than the minimum prescribed percentage applicable to the Company, being 25% of the issued Shares, are held by the public, or if the Stock Exchange believes that: (i) a false market exists or may exist in the trading of the Shares; or (ii) that there are insufficient Shares in public hands to maintain an orderly market; it will consider exercising its discretion to suspend trading in the Shares.

All times and dates refer to Hong Kong local time and dates.

RECOMMENDATIONS FROM THE INDEPENDENT FINANCIAL ADVISER AND THE

INDEPENDENT BOARD COMMITTEE

The Independent Financial Adviser is of the view that the terms of the Offer (including the Offer Price) are fair and reasonable so far as the Independent Shareholders are concerned and accordingly, recommends the Independent Board Committee to advise the Independent Shareholders to accept the Offer.

The Independent Board Committee, having considered the principal factors and reasons considered by, and the advice of, the Independent Financial Adviser as set out in the supplemental letter from the Independent Financial Adviser, considers that the terms of the Offer are fair and reasonable so far as the Independent Shareholders are concerned and accordingly, recommends the Independent Shareholders to accept the Offer.

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IMPORTANT

The Independent Shareholders are strongly advised to read the Supplemental Document, in particular, the supplemental letter from Quam Capital, the supplemental letter from the Board, the supplemental letter from the Independent Board Committee and the supplemental letter from the Independent Financial Adviser, in conjunction with the Composite Document carefully before taking any action in respect of the Offer.

Shareholders and potential investors of the Company are urged to exercise extreme caution when dealing in securities of the Company. Persons who are in doubt as to the action they should take should consult licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.

By Order of the Board By Order of the Board Unis Technology Strategy Investment Limited Sun East Technology (Holdings) Limited ZHAO Weiguo QI Lian Director Chairman

Hong Kong, 12 August 2016

At the date of this joint announcement, the directors of the Company are Mr. Qi Lian, Mr. Xia Yuan, Mr. But Tin Fu, Mr. But Tin Hing, Mr. Leung Cheong and Mr. Leung Kuen, Ivan as executive directors; and Mr. See Tak Wah, Prof. Xu Yang Sheng and Mr. Li Wanshou as independent non-executive directors.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Offeror), and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the Offeror) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, Mr. Zhao Weiguo and Mr. Zhang Yadong are the directors of the Offeror.

The directors of the Offeror jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group), and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the Group) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading.

As at the date of this joint announcement, Mr. Zhao Weiguo, Mr. Li Zhongxiang, Mr. Li Yanhe, Mr. Zhang Yadong, Mr. Li Yi, Mr. Qi Lian and Ms. Zhou Yanhua are the directors of Tsinghua Unigroup.

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The directors of Tsinghua Unigroup jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group), and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the Group) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement the omission of which would make any statement in this joint announcement misleading.

• For identification purposes only

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