Comtec Solar Systems Group Limited — M&A Activity 2018

Oct 29, 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.

==> picture [59 x 58] intentionally omitted <==

UNISPLENDOUR TECHNOLOGY (HOLDINGS) LIMITED 紫光科技（控股）有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock Code: 00365)

(1) ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE, RULE 13.09 OF THE LISTING RULES AND PART XIVA OF THE SECURITIES AND FUTURES ORDINANCE AND (2) RESUMPTION OF TRADING

This announcement is made by Unisplendour Technology (Holdings) Limited (the “ Company ”) pursuant to Rule 3.7 of The Code on Takeovers and Mergers (the “ Takeovers Code ”), Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong).

THE FRAMEWORK AGREEMENT

The Company received notification from Tsinghua Holding Co., Ltd. (“ Tsinghua Holding ”), that on 25 October 2018, Tsinghua Holding has entered into a cooperation framework agreement (“ Framework Agreement ”) with Tsinghua Unigroup Co., Ltd. (“ Tsinghua Unigroup ”) and Shenzhen Investment Holding Co., Ltd. (“ SIHC ”), a company beneficially and ultimately wholly owned by State-owned Assets Supervision and Administrative Commission of the People’s Government of Shenzhen Municipal.

Pursuant to the Framework Agreement, Tsinghua Holding, SIHC and Tsinghua Unigroup agree on the following:

1. Tsinghua Holding and SIHC intend to enter into an equity transfer agreement (the “ Transfer Agreement ”) for Tsinghua Holding to transfer 36% of the entire shareholding interests in Tsinghua Unigroup to SIHC for certain consideration payable in cash (the “ Transfer ”). Upon completion of such transfer, Tsinghua Holding and SIHC will hold such shareholding interests, representing 15% and 36% of the entire shareholding interests in Tsinghua Unigroup.

– 1 –

1. On the date of execution of the Transfer Agreement, Tsinghua Holding and SIHC shall enter into an acting in concert agreement (the “ Acting in Concert Agreement ”) or make other arrangement to establish concerted actions on the exercise of the voting rights attached to their equity interests in Tsinghua Unigroup or other arrangements with similar effects to the extent that Tsinghua Unigroup could be consolidated in the accounts of SIHC pursuant to the relevant accounting standards. SIHC will therefore gain control over Tsinghua Unigroup and Tsinghua Unigroup will remains as a state controlling enterprise.

2. Tsinghua Holding and Tsinghua Unigroup agree that within one (1) month from entering of the Framework Agreement and unless consented by SIHC in written form, it will neither be engaged in any discussion or arrangement nor execute any agreements with any investors or potential investors other than SIHC, with respect to (i) any matters relating to the acquisition or disposal of the equity interests or assets of Tsinghua Unigroup or (ii) implementation, performance or completion of any matters similar to the proposed transactions contemplated under the Framework Agreement.

SIHC will commence its due diligence against Tsinghua Unigroup and negotiation and discussion with Tsinghua Holding with respect to the terms of the Transfer. The parties to the transaction agree to use their best efforts to enter into the definitive agreements, including the Transfer Agreement and the Acting in Concert Agreement (as the case may be), within one (1) month from entering of the Framework Agreement, provided that the parties to the transaction are able to reach agreement on detailed terms of the Transfer and there is no events or matters having negative impacts over the Transfer in any material respects.

Since the terms of the Transfer have not been finalised, and the Transfer is subject to a number of approval procedures, whether and how long the Transfer will be finally completed is largely uncertain for the time being. The completion of the Transfer will trigger a mandatory general offer obligation on the part of SIHC. An application will be made to the Executive (as defined under the Takeover Codes) by SIHC for a waiver pursuant to the Takeovers Code to dispense with such mandatory general offer obligation (the “ Waiver ”). There is no assurance that the Waiver will be granted by the Executive. The Company understand that as at the date hereof, Tsinghua Holding and SIHC have not determined whether they will or will not proceed with the Transfer if the Waiver is not granted by the Executive.

The Company will pay close attention to the progress of the related matter and will make further announcement(s) as and when appropriate in accordance with the Listing Rules and the Takeovers Code. In compliance with Rule 3.7 of the Takeovers Code, monthly announcements setting out the progress of the Possible Transaction will be made until announcement of firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with an offer is made.

OFFER PERIOD

For the purposes of the Takeovers Code, the offer period is deemed to commence on the date of this announcement, being 29 October 2018.

– 2 –

SECURITIES OF THE COMPANY

As at the date of this announcement, details of all class of “relevant securities” (as defined in note 4 to Rule 22 of the Takeovers Code) issued by the Company and the numbers of such securities in issue are as follows:

• (a) a total of 1,455,000,000 Shares in issue of par value HK$0.1 each in the share capital of the Company; and

• (b) convertible bonds in an aggregated principal amount of HK$148,000,000 convertible into 370,000,000 Shares.

Saved for the aforesaid, the Company has no other relevant securities as at the date hereof.

DEALING DISCLOSURE

The associates (as defined in the Takeovers Code including but not limited to any person holding 5% or more of a class of relevant securities) of the Company and SIHC are hereby reminded to disclose their dealings in any securities of the Company under Rule 22 of the Takeovers Code.

RESPONSIBILITIES OF STOCKBROKERS, BANKS AND OTHER INTERMEDIARIES

In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:

“Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates of an offeror or the offeree company and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million. This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved. Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”

RESUMPTION OF TRADING OF SHARES

An application has been made to the Stock Exchange for trading to resume in the shares of the Company at 1 p.m. on Monday, 29 October 2018.

– 3 –

WARNINGS: There is no assurance that the Transfer will materialise or eventually be consummated, and even if materializes, may or may not lead to a general offer under Rule 26.1 of Takeovers Code. The Transfer may or may not proceed. Shareholders and potential investors should exercise caution when dealing in the securities of the Company, and if they are in any doubt about their position, they should consult their professional adviser(s).

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

Hong Kong, 29 October 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.

The directors of the Company jointly and severally accept full responsibility for the accuracy of 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

– 4 –