Comtec Solar Systems Group Limited - M&A Activity 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 INVESTMENT LIMITED 紫光科技戰略投資有限公司

(Incorporated in Hong Kong with limited liability)

SUN EAST TECHNOLOGY (HOLDINGS) LIMITED 日東科技 （控股） 有限公司 * (Incorporated in Bermuda with limited liability) (Stock code: 365)

JOINT ANNOUNCEMENT

(1) DESPATCH OF COMPOSITE DOCUMENT AND FORM OF ACCEPTANCE IN RELATION TO THE UNCONDITIONAL MANDATORY CASH OFFER BY QUAM SECURITIES COMPANY LIMITED

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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;

(2) CHANGE OF DIRECTORS; AND

(3) CHANGE OF COMPOSITION OF REMUNERATION COMMITTEE AND NOMINATION COMMITTEE

Financial Adviser to the Offeror

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Quam Capital Limited

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

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VMS Securities Limited

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, and (iii) the Composite Document jointly issued by the Offeror and the Company.

DESPATCH OF THE COMPOSITE DOCUMENT AND THE FORM OF ACCEPTANCE

The Composite Document containing, among other things, (i) details of the Offer (including the expected timetable); (ii) the letter of recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Offer; and (iii) the letter of advice from the Independent Financial Adviser to the Independent Board Committee in relation to the Offer together with the Form of Acceptance have been despatched to the Independent Shareholders on 2 June 2016 in accordance with the Takeovers Code.

The expected timetable of the Offer is set out below in this joint announcement.

The Independent Shareholders are strongly advised to read the Composite Document and the Form of Acceptance carefully, including the recommendation from the Independent Board Committee and the advice from the Independent Financial Adviser in relation to the Offer, before making decision on whether or not to accept 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.

CHANGE OF DIRECTORS

To facilitate the implementation of the business plans of the Company upon completion of the UNISTECH Subscription, the Board is pleased to announce that:

(1) Mr. Qi Lian has been appointed as the Chairman of the Board and an executive Director of the Company with effect from the date of despatch of the Composite Document on 2 June 2016;
(2) Mr. Xia Yuan has been appointed as an executive Director of the Company with effect from the date of despatch of the Composite Document on 2 June 2016; and
(3) Mr. But Tin Fu has resigned as the Chairman of the Company with effect from the date of despatch of the Composite Document on 2 June 2016. Mr. But Tin Fu will continue to act as an executive Director.

Mr. But Tin Fu has confirmed that he has no disagreement with the Board and there are no matters relating to his cessation as the Chairman that need to be brought to the attention of the Shareholders.

CHANGE OF COMPOSITION OF REMUNERATION COMMITTEE AND NOMINATION COMMITTEE

In addition, the Board announces that, with effect from the date of despatch of the Composite Document, (i) Mr. Qi Lian has been appointed as the chairman of the Nomination Committee in place of Mr. Li Wanshou and a member of the Remuneration Committee; (ii) Mr. But Tin Fu has resigned as a member of the Remuneration Committee; (iii) Mr. Leung Kuen, Ivan has resigned as a member of the Nomination Committee; and (iv) Mr. Li Wanshou has resigned as the chairman of the Nomination Committee and shall remain as a member of the Nomination Committee.

PROPOSED CHANGES TO THE BOARD COMPOSITION AFTER THE COMPLETION OF THE OFFER

Upon the completion of the Offer, as disclosed in the Composite Document, there will be further changes to the composition of the Board. The proposed appointment of Mr. Zhang Yonghong ( 張永紅 ) as an executive Director and the resignations of Mr. But Tin Hing, Mr. Leung Cheong and Mr. Leung Kuen, Ivan as executive Directors shall take effect upon completion of the Offer. Further announcements will be made by the Company upon the proposed changes to the Board composition taking effect in compliance with the Takeovers Code and the Listing Rules.

Reference is made to (i) the joint announcement dated 14 February 2016 issued by Unis Technology Strategy Investment Limited (the “ Offeror ”) and Sun East Technology (Holdings) Limited (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, and (iii) the composite offer and response document in relation to the Offer dated 2 June 2016 (the “ Composite Document ”) jointly issued by the Offeror and the Company. Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Composite Document.

DESPATCH OF COMPOSITE DOCUMENT AND THE FORM OF ACCEPTANCE

The expected timetable of the Offer in the Composite 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. All times and dates refer to Hong Kong local time and dates.

Despatch date of the Composite Document and the accompanying Form of Acceptance and

commencement date of the Offer (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 2 June 2016

Latest time and date for acceptance

of the Offer (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4:00 p.m.

on Thursday, 23 June 2016

Closing Date (Notes 2 and 3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Thursday, 23 June 2016

Announcement of the results of the Offer

to be posted on the website of the Stock

Exchange (Notes 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . at or before 7:00 p.m.

on Thursday, 23 June 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, 5 July 2016

Notes:

The Offer, which is unconditional in all respects, is made on the date of posting of the Composite Document, and is capable of acceptance on and from Thursday, 2 June 2016 until the Closing Date.
In accordance with the Takeovers Code, the Offer must initially be opened for acceptance for at least 21 days following the date on which the Composite Document is posted. The latest time and date for acceptance of the Offer is 4:00 p.m. on Thursday, 23 June 2016. The Offeror reserves the right to extend the Offer until such date as it may determine pursuant to the Takeovers Code. An announcement will be issued through the Stock Exchange website by 7:00 p.m. on Thursday, 23 June 2016 stating whether the Offer has been revised or extended. In the event that the Offeror decides to extend the Offer, the announcement will state the next closing date of the Offer or that the Offer will remain open until further notice. In the latter case, 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.
If there is (i) a tropical cyclone warning signal number 8 or above, or (ii) a “black” rainstorm warning signal:
(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
(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.

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.
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.

IMPORTANT

CHANGE OF DIRECTORS

To facilitate the implementation of the business plans of the Company upon completion of the UNISTECH Subscription, the Board is pleased to announce that:

(1) Mr. Qi Lian has been appointed as the Chairman of the Board and an executive Director of the Company with effect from the date of despatch of the Composite Document on 2 June 2016;
(2) Mr. Xia Yuan has been appointed as an executive Director of the Company with effect from the date of despatch of the Composite Document on 2 June 2016; and
(3) Mr. But Tin Fu has resigned as the Chairman of the Company with effect from the date of despatch of the Composite Document on 2 June 2016. Mr But Tin Fu will continue to act as an executive Director.

The biographical details of the new executive Directors are as follows:

Mr. QI Lian （齊聯）

Mr. QI Lian （齊聯）, aged 48, held the following positions in 紫光股份有限公司 (Unisplendour Corporation Limited) and its predecessor, 清華紫光股份有限公司 (Tsinghua Unisplendour Corporation Limited), a company listed on the Shenzhen Stock Exchange (stock code: 000938): vice chairman of the board and president from May 2014 to January 2016; director and president from June 2011 to May 2014; director, executive vice president and secretary of the board from May 2007 to May 2011; secretary of the board and chief investment officer from January 2003 to May 2007; and secretary of the board from March 1999 to January 2003. Mr. Qi Lian was a director of 北京千方科技股份有限公司 (China Transinfo Technology Co., Ltd.) and its predecessor, 北京聯信永益科技股份有限公司 (Surekam Corporation), a company with shares listed on the Shenzhen Stock Exchange (stock code: 002373) from June 2014 to August 2015. He also served as chief manager of 清華紫光集團戰略研究中心 (Tsinghua Unigroup Strategic Research Centre) from September 1997 to March 1999; and deputy general manager of 清華紫光集團測控公司 (Tsinghua Unigroup Test Control Co., Ltd.) from April 1992 to September 1997.

Mr. Qi Lian acquired his master’s degree in business administration from Chinese University of Hong Kong in 2002 and a master’s degree in electrical engineering from Tsinghua University in 1992 after he obtained a bachelor’s degree in electrical engineering from Tsinghua University in 1990. Mr. Qi Lian obtained his senior engineer qualification in August 1999.

Mr. Qi has entered into a service contract with the Company in respect of his appointment as an executive Director for an initial term of three years commencing from 2 June 2016, which may be terminated by either party giving not less than three months prior notice in writing and subject to retirement by rotation and re-election at the Company’s annual general meetings pursuant to the Byelaws and as required under the Listing Rules. According to the relevant service contract, no remuneration will be payable to Mr. Qi during his term of office and the remuneration committee of the Company (the “ Remuneration Committee ”) may review and adjust the emoluments payable to Mr. Qi from time to time with reference to his performance and the operational results of the Group.

Save as disclosed above, Mr. Qi has not held any directorship in other listed companies in the past three years and does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company and does not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Qi has confirmed that, save for disclosed above, there is no other information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules and there are no other matters relating to the appointment of the above Directors that need to be brought to the attention of the Shareholders.

Mr. XIA Yuan（夏源）

Mr. XIA Yuan （夏源）, aged 35, is currently the assistant general manager of 北京同仁堂健康藥業股份有限公司 (Beijing Tong Ren Tang Health Pharmaceutical Co., Ltd.). Before the appointment to his current position in October 2010, Mr. Xia Yuan was the vice president of China Great Wall Computer (H.K.) Holdings Limited （中國長城計算機（香港）控股有限公司） from September 2007 to September 2010 and assistant to president from October 2006 to September 2007. Before joining China Great Wall Computer (H.K.) Holdings Limited, Mr. Xia Yuan consecutively served as a sales engineer and a sales manager at Huawei Technologies Co. Ltd. （華為技術有限公司）. Mr. Xia Yuan was an independent nonexecutive director of 華聯控股股份有限公司 (China Union Holdings Ltd.) from June 2013 to December 2014, a company listed on the Shenzhen Stock Exchange (stock code: 000036). Mr. Xia Yuan has over 10 years of experiences in strategic planning, marketing and capital operations.

Mr. Xia acquired his doctoral degree in communication studies from Zhejiang University （浙江大學） in 2012 and a master’s degree in marketing communications from Bournemouth University in 2004 after he obtained a bachelor’s degree in English literature from University of International Relations (國際關係學院 ) in 2002. Mr. Xia is a committee member of Shanghai Youth Federation （上海市青聯委員）.

Mr. Xia has entered into a service contract with the Company in respect of his appointment (i) as an executive Director for an initial term of three years commencing from 2 June 2016, and (ii) as the Chief Executive Officer for an initial term of three years commencing from 30 May 2016, each of which may be terminated by either party giving not less than three months prior notice in writing; and in the case of his appointment as an executive Director, subject to retirement by rotation and re-election at the Company’s annual general meetings pursuant to the Bye-laws and as required under the Listing Rules. According to the relevant service contract, no remuneration will be payable to Mr. Xia during his term of office and the Remuneration Committee may review and adjust the emoluments payable to Mr. Xia from time to time with reference to his performance and the operational results of the Group.

Save as disclosed above, Mr. Xia has not held any directorship in other listed companies in the past three years and does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company and does not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Xia has confirmed that, save for disclosed above, there is no other information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules and there are no other matters relating to the appointment of the above Directors that need to be brought to the attention of the Shareholders.

CHANGE OF COMPOSITION OF REMUNERATION COMMITTEE AND NOMINATION COMMITTEE

In addition, the Board announces that, with effect from the date of despatch of the Composite Document, (i) Mr. Qi Lian has been appointed as the chairman of the nomination committee of the Board (the “ Nomination Committee ”) in place of Mr. Li Wanshou and a member of the Remuneration Committee; (ii) Mr. But Tin Fu has resigned as a member of the Remuneration Committee; (iii) Mr. Leung Kuen, Ivan has resigned as a member of the Nomination Committee; and (iv) Mr. Li Wanshou has resigned as the chairman of the Nomination Committee and shall remain as a member of the Nomination Committee.

PROPOSED CHANGES TO THE BOARD COMPOSITION IMMEDIATELY AFTER THE COMPLETION OF THE OFFER

Upon the completion of the Offer, as disclosed in the Composite Document, there will be further changes to the composition of the Board. The proposed appointment of Mr. Zhang Yonghong （張永紅） as an executive Director and the resignations of Mr. But Tin Hing, Mr. Leung Cheong and Mr. Leung Kuen, Ivan as executive Directors shall take effect upon completion of the Offer. Further announcements will be made by the Company upon the proposed changes to the Board composition taking effect in compliance with the Takeovers Code and the Listing Rules.

By Order of the board of By Order of the Board Unis Technology Strategy Investment Limited Sun East Technology (Holdings) Limited ZHAO Wei Guo BUT Tin Fu Director Chairman

Hong Kong, 2 June 2016

At the date of this 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 Subscribers), 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 Subscribers) 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, Reach General and Chen Ping), 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, Reach General and Chen Ping) 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 Yanhe, Mr. Li Zhongxiang, Mr. Zhao Yanlai, Mr. Li Yi, Mr. Zhang Yadong and Mr. Cao Yuangang are the directors of Tsinghua Unigroup.

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, Reach General and Chen Ping), 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, Reach General and Chen Ping) 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

AI assistant

Comtec Solar Systems Group Limited M&A Activity 2016

49415_rns_2016-06-01_b0e7c7dc-ec9d-4b3e-a172-6ff9909e8577.pdf

JOINT ANNOUNCEMENT

Financial Adviser to the Offeror

DESPATCH OF THE COMPOSITE DOCUMENT AND THE FORM OF ACCEPTANCE

CHANGE OF DIRECTORS

CHANGE OF COMPOSITION OF REMUNERATION COMMITTEE AND NOMINATION COMMITTEE

PROPOSED CHANGES TO THE BOARD COMPOSITION AFTER THE COMPLETION OF THE OFFER

DESPATCH OF COMPOSITE DOCUMENT AND THE FORM OF ACCEPTANCE

IMPORTANT

CHANGE OF DIRECTORS

Mr. QI Lian （齊聯）

Mr. XIA Yuan（夏源）

PROPOSED CHANGES TO THE BOARD COMPOSITION IMMEDIATELY AFTER THE COMPLETION OF THE OFFER

AI assistant

Comtec Solar Systems Group Limited — M&A Activity 2016

49415_rns_2016-06-01_b0e7c7dc-ec9d-4b3e-a172-6ff9909e8577.pdf

JOINT ANNOUNCEMENT

Financial Adviser to the Offeror

DESPATCH OF THE COMPOSITE DOCUMENT AND THE FORM OF ACCEPTANCE

CHANGE OF DIRECTORS

CHANGE OF COMPOSITION OF REMUNERATION COMMITTEE AND NOMINATION COMMITTEE

PROPOSED CHANGES TO THE BOARD COMPOSITION AFTER THE COMPLETION OF THE OFFER

DESPATCH OF COMPOSITE DOCUMENT AND THE FORM OF ACCEPTANCE

IMPORTANT

CHANGE OF DIRECTORS

Mr. QI Lian （齊聯）

Mr. XIA Yuan（夏源）

PROPOSED CHANGES TO THE BOARD COMPOSITION IMMEDIATELY AFTER THE COMPLETION OF THE OFFER

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Comtec Solar Systems Group Limited M&A Activity 2016