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Comtec Solar Systems Group Limited M&A Activity 2018

Oct 29, 2018

49415_rns_2018-10-29_dbd1a0a4-d875-44bc-a7b3-89f68f8e5e00.pdf

M&A Activity

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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: 00365)

ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE TERMINATION OF THE EQUITY TRANSFER AGREEMENTS AND JOINT CONTROL AGREEMENT

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).

Reference is made to the announcements of the Company dated 11 August 2018, 14 August 2018, 5 September 2018, 4 October 2018 and 19 October 2018 (the “ Announcements ”). Unless otherwise stated, capitalized terms used herein shall have the same meanings as those defined in the Announcements.

UPDATE ON THE EQUITY TRANSFERS

The Company was informed by Tsinghua Holding that on 25 October 2018, Tsinghua Holding has entered into a termination agreement with each of HRNT and Hainan Union to terminate the relevant Equity Transfer Agreement entered into by such parties on 4 September 2018. Tsinghua Holding, HRNT and Hainan Union have also entered into a termination agreement terminating the Join Control Agreement dated 4 September 2018.

The Company considers that the termination of the Equity Transfers would have no material adverse impact on the financial and operational position of the Company and its subsidiaries.

OFFER PERIOD

For the purpose of the Takeovers Code, the offer period in respect of the Possible Transaction closes on the date of this announcement following the termination of the Equity Transfers.

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WARNINGS: Shareholders and potential investor should exercise caution when dealing in 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

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