Comtec Solar Systems Group Limited — M&A Activity 2016

Feb 5, 2016

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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Sun East Technology (Holdings) Limited 日東科技（控股）有限公司 *

(incorporated in Bermuda with limited liability)

(Stock code: 365)

ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE, INSIDE INFORMATION, UPDATE ON THE PROPOSED TRANSACTION AND SUSPENSION OF TRADING

Reference is made to the announcements of the Company dated 10 December 2015 and 8 January 2016 (the “ Update Announcement ”) respectively in relation to the Proposed Transaction which, if materializes, may lead to a change of control in the Company. Unless otherwise stated, terms used herein shall have the same meanings as ascribed to them in the Update Announcement.

This announcement is made pursuant to Rule 3.7 of the Takeovers Code, Rule 13.09 and Rule 13.10 of the Listing Rules and the inside information provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

UPDATE ON THE PROPOSED TRANSACTION

The Company wishes to update the shareholders and potential investors of the Company that on 4 February 2016, the Company and Mr. But Tin Fu, being executive Director and shareholder of the Company, entered into a subscription agreement (the “ UNISTECH Subscription Agreement ”) with Unis Technology Strategy Investment Limited (“ UNISTECH ” or the “ Offeror ”), pursuant to which the Company has conditionally agreed to issue, and UNISTECH has conditionally agreed to subscribe, in cash, for (i) 730,000,000 shares of the Company (the “ Shares ”), representing approximately 139.05% of the number of issued Shares as at the date of this announcement and approximately 50.17% of the enlarged issued share capital of the Company; and (ii) convertible bonds with an aggregate principal amount of HK$148,000,000 which can be converted into 370,000,000 Shares, representing (a) approximately 70.48% of the issued share capital of the Company as at the date of this announcement; and (b) approximately 20.27% of the enlarged issued share capital of the Company (the “ UNISTECH Subscription ”). The UNISTECH Subscription, if completed, would trigger an obligation on the part of the Offeror to make a mandatory general offer under Rule 26 of the Takeovers Code for all of the issued

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Shares (other than those already owned by or agreed to be acquired by the Offeror and parties acting in concert with it) (the “ Offer ”). The Offer, if made by or on behalf of the Offeror, will be solely in cash.

On the same day, the Company entered into a subscription agreement (together with the UNISTECH Subscription Agreement, the “ Subscription Agreements ”) separately with two independent investors (the “ Investors ”), pursuant to which the Company has conditionally agreed to issue, and each of the Investors has conditionally agreed to subscribe, in cash for 100,000,000 Shares, representing approximately 19.05% of the number of issued Shares as at the date of this announcement and approximately 6.87% of the enlarged issued share capital of the Company (together with the UNISTECH Subscription, the “ Subscriptions ”).

As at the date of this announcement, the Company and the Offeror are in the process of finalising the announcement in relation to, among others, the details of the Subscription Agreements and the Offer pursuant to the Takeovers Code (the “ Joint Announcement ”). The Joint Announcement will be published as soon as practicable in accordance with the Listing Rules and the Takeovers Code.

SUSPENSION OF TRADING

At the request of the Company, trading in the Shares on The Stock Exchange of Hong Kong Limited will be halted with effect from 9:00 a.m. on 5 February 2016 (Friday) pending the release of the Joint Announcement.

As the Subscriptions are subject to a number of conditions precedent, there is no assurance that the Subscriptions will be completed. Further, as the Offer will only be made after the completion of the UNISTECH Subscription, accordingly the Offer may or may not proceed. Shareholders and potential investors of the Company are urged to exercise extreme caution when dealing in securities of the Company.

By Order of the Board

Sun East Technology (Holdings) Limited BUT Tin Fu Chairman

Hong Kong, 4 February 2016

At the date of this announcement, the directors of the Company are 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 announcement and confirm having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading.

* For identification purposes only

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