Comtec Solar Systems Group Limited — Proxy Solicitation & Information Statement 2018

Jul 13, 2018

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspects of this circular or as to the action to be taken, you should consult your stockbroker or other registered or licensed dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Unisplendour Technology (Holdings) Limited , you should at once hand this circular and the accompanying form of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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

This circular is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of Unisplendour Technology (Holdings) Limited , and it must not be used for the purpose of offering or inviting offers for any securities.

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

(Incorporated in Bermuda with limited liability)

(Stock code: 00365)

MAJOR TRANSACTION IN RELATION TO THE DEEMED DISPOSAL OF SHAREHOLDING INTERESTS IN A SUBSIDIARY AND

NOTICE OF SPECIAL GENERAL MEETING

Financial Adviser to the Company

A letter from the Board is set out on pages 4 to 14 of this circular. A notice convening the special general meeting of Unisplendour Technology (Holdings) Limited to be held at 9:00 a.m. on Tuesday, 7 August 2018 at Unit 02-03, 69/F, International Commerce Centre, 1 Austin Road West, Tsim Sha Tsui, Kowloon, Hong Kong is set out on pages 38 to 39 of this circular.

Whether or not you intend to attend the meeting, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event not later than forty-eight (48) hours before the time appointed for the holding of the meeting (or any adjournment thereof). Completion and return of the form of proxy will not preclude you from attending and voting in person at the meeting (or any adjournment thereof) should you so desire and in such event the instrument appointing a proxy shall be deemed to be revoked.

• for identification purposes only

16 July 2018

CONTENTS

		Page
DEFINITIONS	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
**LETTER FROM **	THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I	— FINANCIAL INFORMATION OF THE GROUP . . . . . . . . . . . . . . .	15
APPENDIX II	— ASSET VALUATION REPORT . . . . . . . . . . . . . . . . . . . . . . . . . . . .	17
**APPENDIX III **	— GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	33
NOTICE OF SPECIAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		38

−i −

DEFINITIONS

In this circular, the following expressions have the meanings set out below unless the context requires otherwise:

• “Asset Valuation Report”

the Asset Valuation Report in connection to the valuation on all shareholder equity involved in Shareholding Interests transfer proposed by shareholder of Unis Si-Cloud issued by the Valuer on 20 December 2017 (GRXHPB ZI [2017] No. 010338)

• “associate”

• has the meaning ascribed to it under the Listing Rules

• “Board”

• the board of Directors of the Company

• “Bye-laws”

• the Bye-laws of the Company, as amended from time to time

• “Capital Increase Agreement”

• the capital increase agreement dated 2 May 2018 (after trading hours) entered into by and among Unisplendour Investment, Sino IC Leasing and Unis Si-Cloud, pursuant to which the Capital Increase Agreement, Sino IC Leasing conditionally agreed to subscribe for the additional registered capital of Unis Si-Cloud

• “Capital Increase” or “Deemed Disposal”

• Pursuant to the Capital Increase Agreement, Sino IC Leasing shall inject capital into Unis Si-Cloud with a total amount of RMB210,954,942.86 of which RMB206,774,816.33 will be contributed as the additional registered capital of Unis Si-Cloud and RMB4,180,126.53 will be credited to capital reserves of Unis Si-Cloud. In addition, upon Capital Increase, Sino IC Leasing and Unisplendour Investment will hold 51% and 49% Shareholding Interests in Unis Si-Cloud, respectively, according to the percentage of registered capital them subscribed for in Unis Si-Cloud

• “China IC Fund”

• China Integrated Circuit Industry Investment Fund Co., Ltd. (國家集成電路產業投資基金股份有限公司), a company established under the laws of the PRC

• “connected person(s)”

• has the meaning ascribed to it under the Listing Rules

• “Company”

• Unisplendour Technology (Holdings) Limited (Stock Code: 365), a company incorporated in Bermuda with limited liability and the ordinary shares of which are listed on the Main Board of the Stock Exchange

• “Completion”

• completion of the transactions contemplated under the Capital Increase Agreement

−1 −

DEFINITIONS

• “Convertible Bonds” the zero coupon convertible bonds due 2021 in the aggregate principal amount of up to HK$148,000,000 issued by the Company to Unis Technology Strategy pursuant to an instrument constituting the Convertible Bonds on 30 May 2016

• “Director(s)” the director(s) of the Company “Group” the Company and its subsidiaries

• “Hong Kong” the Hong Kong Special Administrative Region of the People’s Republic of China

• “Independent Third Party” third party(ies) independent of the Company and connected persons of the Company

• “Listing Rules” the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited

“percentage ratios”	as defined in the Listing Rules
“PRC”	the People’s Republic of China, which for the purpose of this
	circular, shall exclude Hong Kong, the Macau Special
	Administrative Region of the PRC and the region commonly
	called as Taiwan
“RMB”	renminbi, the lawful currency of PRC
“SFO”	the Securities and Futures Ordinance, Chapter 571 of the Laws
	of Hong Kong, as amended, supplemented or otherwise
	modified from time to time
“SGM”	the special general meeting of the Company to be convened for
	the purpose of considering and, if thought fit, approving the
	Capital Increase Agreement and the transactions contemplated
	thereunder
“SGM Notice”	the notice convening the SGM as set out on pages 38 to 39 of
	this circular
“Share(s)”	the ordinary share(s) of HK$0.10 each in the share capital of the
	Company
“Shareholder(s)”	holder(s) of issued share(s) of the Company
“Shareholding Interests”	the percentage of shareholding interests in Unis Si-Cloud is
	determined according to the percentage of subscription of
	registered capital of Unis Si-Cloud

−2 −

DEFINITIONS

• “Sino IC Leasing”

• 芯鑫融資租賃有限責任公司 Sino IC Leasing Co., Ltd.*, a limited liability company established under the laws of the PRC

• “Stock Exchange”

• The Stock Exchange of Hong Kong Limited

• “Tsinghua Holding”

• Tsinghua Holding Co., Ltd. (清華控股有限公司), a limited liability company established under the laws of the PRC, is one of the controlling shareholders of the Company

• “Tsinghua Unigroup”

• Tsinghua Unigroup Co., Ltd. （紫光集團有限公司）, a limited liability company established under the laws of the PRC, is one of the controlling shareholders of the Company

• “Unisplendour Investment” Unisplendour Investment Holding Co. Limited, a limited liability company incorporated under the laws of Hong Kong, is an indirectly wholly-owned subsidiary of the Company

• “Unis Si-Cloud”

• 紫光芯雲融資租賃有限公司 Unisplendour Si-Cloud Financial Leasing Co., Ltd., a limited liability company established under the laws of the PRC, is a wholly-owned subsidiary of Unisplendour Investment and an indirectly wholly-owned subsidiary of the Company prior to Completion of the Capital Increase

• “Unis Technology Strategy” Unis Technology Strategy Investment Limited, a company incorporated in Hong Kong with limited liability, being the controlling shareholder of the Company

• “US$” United State dollars, the lawful currency of United States of America

• “Valuer”

• 北京國融興華資產評估有限責任公司 Beijing Guorongxinghua Assets Appraisal Co., Ltd., an independent qualified PRC asset valuer engaged for the purpose of issuing the Asset Valuation Report

• “%” per cent

• for identification purposes only

−3 −

LETTER FROM THE BOARD

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

(Incorporated in Bermuda with limited liability)

(Stock code: 00365)

Executive Directors: Mr. ZHANG Yadong (Chairman) Mr. XIA Yuan (Chief Executive Officer) Mr. ZHENG Bo

Non-executive Directors: Mr. LI Zhongxiang (Vice Chairman) Mr. QI Lian

Independent Non-executive Directors: Mr. CUI Yuzhi Mr. BAO Yi Mr. PING Fan

Registered Office: Clarendon House 2 Church Street Hamilton HM 11 Bermuda

Principal Place of Business: Unit 02-03, 69/F International Commerce Centre 1 Austin Road West, Tsim Sha Tsui, Kowloon Hong Kong

16 July 2018

To the Shareholders

Dear Sirs or Madams,

MAJOR TRANSACTION IN RELATION TO THE DEEMED DISPOSAL OF SHAREHOLDING INTERESTS IN A SUBSIDIARY AND NOTICE OF SPECIAL GENERAL MEETING

INTRODUCTION

References are made to the announcement of the Company dated 2 May 2018 in respect of the Deemed Disposal.

* for identification purpose only

−4 −

LETTER FROM THE BOARD

The Board is pleased to announce that on 2 May 2018 (after trading hours), Unisplendour Investment, an indirectly wholly-owned subsidiary of the Company, Sino IC Leasing and Unis Si-Cloud entered into the Capital Increase Agreement. Pursuant to the Capital Increase Agreement, the parties thereunder conditionally agreed that Sino IC Leasing shall inject capital into Unis Si-Cloud with a total amount of RMB210,954,942.86, of which RMB206,774,816.33 will be contributed as the additional registered capital of Unis Si-Cloud and the balance of RMB4,180,126.53 will be credited to capital reserves of Unis Si-Cloud. Upon Completion of the Capital Increase, the registered capital of Unis Si-Cloud will be increased to RMB405,440,816.33 (subject to the final number confirmed by the registration with the competent Administration for Industry and Commerce), and the Shareholding Interests of Unisplendour Investment and Sino IC Leasing in Unis Si-Cloud will be 49% and 51%, respectively.

The main purpose of this circular is to provide the Shareholders with further information regarding (i) details of the Deemed Disposal, (ii) a notice of the SGM; and (iii) other information as required under the Listing Rules.

THE CAPITAL INCREASE AGREEMENT

The principal terms of the Capital Increase Agreement are summarized as follows:

Date

2 May 2018 (after trading hours)

Parties

1. Unisplendour Investment Holding Co. Limited, an indirect wholly-owned subsidiary of the Company

2. 芯鑫融資租賃有限責任公司 Sino IC Leasing Co., Ltd.

3. 紫光芯雲融資租賃有限公司Unisplendour Si-Cloud Financial Leasing Co., Ltd., a direct wholly-owned subsidiary of Unisplendour Investment and an indirect wholly-owned subsidiary of the Company

To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiries, other than (1) Mr. Zhang Yadong, a director and Chairman of the Board of the Company, is a director of Sino IC Leasing; (2) Tsinghua Unigroup, through its wholly-owned subsidiary, 北京 紫光通信科技集團有限公司 (Beijing Unis Communications Technology Group Ltd), holds 0.1% shareholding interests in China IC Fund, the controlling shareholder of Sino IC Leasing; and (3) 北 京紫光資本管理有限公司(Beijing Unis Capital Management Co., Ltd), a directly wholly-owned subsidiary of Tsinghua Unigroup, through (i) 西藏紫光清彩投資有限公司, its directly wholly-owned subsidiary; and (ii) 紫光香江有限公司 (Unisplendour Xiangjiang Limited), its indirectly wholly-owned subsidiary and a directly wholly-owned subsidiary of 紫光科技戰略投資有限公司

−5 −

LETTER FROM THE BOARD

(Unis Technology Strategy Investment Limited) which is a controlling shareholder of the Company, in aggregate holds 6.5% shareholding interests in Sino IC Leasing, Sino IC Leasing and its ultimate beneficial owners are the Independent Third Parties independent from the Company and the connected persons (as defined in the Listing Rules) of the Company.

Capital Increase in Unis Si-Cloud

As at the date of this announcement and prior to Completion of the Capital Increase, the registered capital of Unis Si-Cloud is US$30,000,000 which is fully subscribed and paid by Unisplendour Investment.

Pursuant to the Capital Increase Agreement, the parties thereunder conditionally agreed that Sino IC Leasing shall inject capital into Unis Si-Cloud with a total amount of RMB210,954,942.86 of which RMB206,774,816.33 will be contributed as the additional registered capital of Unis Si-Cloud and the balance of RMB4,180,126.53 will be credited to capital reserves of Unis Si-Cloud. Upon Completion of the Capital Increase, the registered capital of Unis Si-Cloud will be increased to RMB405,440,816.33 (subject to the final number confirmed by the registration with the competent Administration for Industry and Commerce), and the Shareholding Interests of Unisplendour Investment and Sino IC Leasing in Unis Si-Cloud will be 49% and 51%, respectively. Accordingly, Unis Si-Cloud will cease to be a subsidiary and become an associate company of the Company. The financial results of Unis Si-Cloud will cease to be consolidated into those of the Company.

The consideration for the subscription of the additional registered capital of Unis Si-Cloud was determined after arm’s length negotiations among the parties under the Capital Increase Agreement on normal commercial terms with reference to the valuation of Unis Si-Cloud as stated in the Asset Valuation Report. The Directors note that the Asset Valuation Report was prepared by the Valuer in accordance with various requirements and standards, including《資產評估基本準則》(Asset Valuation Basic Standards) which was issued by Ministry of Finance. The Directors also confirmed with the Valuer that the asset-based approach used in determining the valuation is one of the commonly adopted approaches for valuation of equity interest in a PRC company and is also consistent with normal market practice. The major assumptions stated in the Asset Valuation Report are commonly adopted by valuation of similar nature. Based on the above, the Directors are of the view that the valuation method and major assumption used in the Asset Valuation Report are fair and reasonable.

The effectiveness of the Capital Increase Agreement is conditional upon the Company having obtained the approval by its Shareholders in a general meeting of the entering into of the Capital Increase Agreement and the transactions as contemplated thereunder.

Right of First Offer

After Completion of the transaction as contemplated under the Capital Increase Agreement, any proposed transfer of Shareholding Interests in Unis Si-Cloud by Sino IC Leasing or Unisplendour Investment (each, a “ transferor ”) should, in addition to comply with laws, regulations, the Capital Increase Agreement and the articles of association of Unis Si-Cloud, obtain prior written consent from the other party (the “ non-transferring party ”). If the transferor is to transfer all or part of its Shareholding Interests in Unis Si-Cloud to any third parties, the transferor shall inform the

−6 −

LETTER FROM THE BOARD

non-transferring party in writing of its intention to transfer and the proposed terms and the non-transferring party has a right of first offer to acquire such Shareholding Interests on the same terms or is entitled to designate related third parties to acquire all such Shareholding Interests from the transferor on the same terms as the proposed terms.

After receiving the written notice from the transferor: the non-transferring party shall, within 30 days from the date of receipt of the notice, either reply to the transferor in writing indicating its exercise of the right of first offer, or notify the transferor and a third party designated by the non-transferring party in writing (the “ designation notice ”), requesting the designated third party to exercise the right of first offer, failing which, the non-transferring party shall be deemed to have waived its right of first offer. If the designated third parties fails to respond in writing, within 30 days after receiving the designation notice, to exercise the right of first offer, such designated related third parties shall be deemed to have waived its right of first offer. When both the non-transferring party and the designated third parties have waived their right of first offer, the non-transferring party shall be deemed as consent to such transfer its aforementioned equity.

The Directors believe that the arrangement on the right of first offer is fair and reasonable given: (i) it is a common form of cooperation in Mainland China to make sure shareholders of a company are with the same view on the business strategy by granting the existing shareholders the right of first offer so as to prevent the shares of the company from acquiring by a third party who may not hold the same operating concept with the existing shareholders; and (ii) upon Completion, Unisplendour Investment becomes a minority shareholder of Unis Si-Cloud, while it equally enjoys the right of first offer as Sino IC Leasing does under the arrangement.

Composition of Board of Directors and Management of Unis Si-Cloud upon Completion

Upon Completion, the board of directors of Unis Si-Cloud shall comprise three (3) members. Unisplendour Investment is entitled to nominate one (1) director while Sino IC Leasing is entitled to nominate two (2) directors. The chairman of the board of directors of Unis Si-Cloud shall be a director nominated by Sino IC Leasing. Meetings of the board of directors of Unis Si-Cloud shall only be convened when a quorum of at least two (2) directors or proxies appointed by the directors is present.

Unis Si-Cloud shall appoint one (1) general manager, one (1) deputy general manager and one (1)president. The general manager of Unis Si-Cloud shall be nominated by the chairman of the board of Unis Si-Cloud and appointed by the board of directors of Unis Si-Cloud. The deputy general manager and president of Unis Si-Cloud shall be nominated by the general manager of Unis Si-Cloud and appointed by the board of directors of Unis Si-Cloud.

Upon Completion, the Company may consider gradually phase-out its finance leasing business if the timing and price are appropriate, so as to allow the Company to concentrate its resources on the SMT equipment manufacturing business. If the Company further dispose its shares in Unis Si-Cloud, the Deemed Disposal and those further disposal(s) may be aggregated for classification of such future transactions pursuant to the Listing Rules.

−7 −

LETTER FROM THE BOARD

INFORMATION OF UNIS SI-CLOUD

Unis Si-Cloud is a limited liability company incorporated in the PRC on 18 July 2014. It is an indirectly wholly-owned subsidiary of the Company and is mainly engaged in finance lease.

The following table sets out the audited financial information of Unis Si-Cloud for the twelve months ended 31 December 2017 and the nine months ended 31 December 2016.

	For the twelve months	For the twelve months	For the nine months	For the nine months
	ended 31 December 2017		**ended **	31 December 2016
		HK$		HK$
Revenue		6,999,000		909,000
Profit before tax		3,063,000		5,020,000
Profit after tax		2,265,000		3,765,000

The audited net assets value of Unis Si-Cloud as at 31 December 2017 was approximately HK$241,133,176.

The following table sets out the breakdown of the total assets of Unis Si-Cloud as at 31 December 2017.

As at 31 December 2017		Unis Si-Cloud
		HK$
Current assets
Cash on hand		4,439
Cash in bank		165,304,090
Pledged cash balance		3,333,131
Short term investments		—
Notes receivable		—
Dividend receivable		—
Accounts receivable		—
Less: provision for doubtful debts		—
Amounts due from related parties1		72,814,436
Other receivables		355,685
Interest receivable		—
Prepayments		181,337
Inventory		—
Less: Provision for inventories		—
Deferred and prepaid expenses		—
Other current assets		731,972
	Subtotal	242,725,090

1 As at 31 May 2018, the amounts due from related parties has been settled and there is no balance under this item.

−8 −

LETTER FROM THE BOARD

As at 31 December 2017		Unis Si-Cloud
		HK$
Non-current assets
Investments in subsidiaries		—
Less: provision for permanent diminution		—
Fixed asset, cost		290,211
Less: accumulated depr. & impairment loss		(49,784)
Provision for impairment		—
Prepayment for CIP		—
Disposal of fixed assets		—
Land use right		—
Intangible assets		—
Long term Prepaid expenses		—
Deferred assets		—
Other long-term receivables		—
Deferred tax assets		—
	Subtotal	240,427
Assets held for sale		—
Total assets		242,965,517

INFORMATION OF UNIS INVESTEMENT AND THE GROUP

The Group is principally engaged in SMT equipment manufacturing and related businesses.

Unisplendour Investment, an indirectly wholly-owned subsidiary of the Company, is a limited liability company incorporated in Hong Kong and mainly acts as a holding company.

INFORMATION OF CHINA IC FUND AND SINO IC LEASING

China IC Fund, incorporated in September 2014, mainly invests in the value chain of integrated circuit industry via various approaches, primarily in IC chip manufacturing as well as chip designing, packaging test and equipment and materials. Fund investors include 國開金融有限責任公司 (CDB Capital Co., Ltd), 中國煙草總公司 (China National Tobacco Corporation), 北京亦莊國際投資發展有 限公司 (Beijing Yizhuang International Investment and Development Co., Ltd.), 中國移動通信集團公 司 (China Mobile Communications Corporation), 上海國盛（集團）有限公司 (Shanghai Guosheng (Group) Co., Ltd.), 北京紫光通信科技集團有限公司 (Beijing Unis Communications Technology Group Ltd.) and 華芯投資管理有限責任公司 (Sino IC Capital Co., Ltd.), etc.

Sino IC Leasing, a limited company incorporated in Shanghai, PRC, is initiated and established by China IC Fund and is mainly engaged in finance lease in the integrated circuit industry.

−9 −

LETTER FROM THE BOARD

The following table sets out the shareholding structure of Sino IC Leasing as at the Latest Practicable Date.

			Percentage of
	Currencies of	Registered	registered
Name of Shareholders of Sino IC Leasing	Investment	Capital	capital
		(100 million)
China Integrated Circuit Industry Investment	RMB	34.40562	32.30593%
Fund Co., Ltd. (國家集成電路產業投資基
金股份有限公司)
Zhongyuan Yuzi Investment Holding Group	RMB	9.60375	9.01766%
Co., Ltd. (中原豫資投資控股集團有限
公司)
Semiconductor Manufacturing International	RMB	7.92075	7.43737%
Corporation Co., Ltd. (中芯國際集成電路	(equivalent to
製造有限公司)	US$)
Fujian San’An Group Co., Ltd. (福建三安集	RMB	7.80187	7.32574%
團有限公司)
Beijing Singularity Power Investment Fund	RMB	6.96037	6.53560%
L.P. (北京芯動能投資基金(有限合夥))
Strait Semiconductor Industry Development	RMB	6.72028	6.31016%
Limited (海峽半導體產業發展有限公司)	(equivalent to
	US$)
西藏紫光清彩投資有限公司	RMB	5.00000	4.69486%
Shanghai Integrated Circuit Industry Fund	RMB	4.80187	4.50883%
Co., Ltd. (上海集成電路產業投資基金股份
有限公司)
China Development Bank International	RMB	4.80000	4.50707%
Holdings Limited (國開國際控股有限	(equivalent to
公司)	US$)
上海熔晟股權投資基金合夥企業（有限合夥）	RMB	3.48021	3.26779%
Apex Investment Holdings Limited	RMB	3.36131	3.15618%
(傲峰投資控股有限公司)	(equivalent to
	US$)
Sinopro Enterprises Limited (華寶企業有限	RMB	3.36131	3.15618%
公司)	(equivalent to
	US$)
Changjiang Electronics International (Hong	RMB	3.36131	3.15618%
Kong) Trading & Investing Limited (長電	(equivalent to
國際（香港）貿易投資有限公司)	US$)

−10 −

LETTER FROM THE BOARD

			Percentage of
	Currencies of	Registered	registered
Name of Shareholders of Sino IC Leasing	Investment	Capital	capital
		(100 million)
Jiangsu Zhongneng Polysilicon Technology	RMB	3.00000	2.81692%
Development Co., Ltd. (江蘇中能硅業科技
發展有限公司)
Unisplendour Xiangjiang Limited (紫光香江	RMB	1.92075	1.80353%
有限公司)	(equivalent to
	US$)
Total	RMB	106.49940	100%

As at the Latest Practicable Date, the board of Sino IC Leasing is constituted of thirteen directors, including Lu Jun, Du Yang, Qin Jianbin, Gao Yonggang, Lin Zhidong, Wang Jiaheng, Yao Lianni, Zhang Yadong, Shen Weiguo, Bai Zhe, Wang Gang, Wang Yuanfu, and Tian Ye.

REASONS FOR AND BENEFITS OF THE CAPITAL INCREASE TRANSACTION

Sino IC Leasing has been putting efforts on developing its country-wide network since 2017 by establishing subsidiaries around Mainland China, such as Tianjin and Henan. In view of the relatively strong team, past project experiences and operating status of Unis Si-Cloud in Shenzhen which may not be easily obtained by a newly set up subsidiary, Sino IC Leasing approached the Group and proposed to invest in Unis Si-Cloud and changed it into Sino IC Leasing’s subsidiary so as to directly benefit from Unis Si-Cloud’s existing resources.

In the meanwhile, in order to coordinate with the development strategy planning of Tsinghua Unigroup and in consideration of the dominant position of the Group in SMT equipment manufacturing industry, the Group proposes to gradually adjust the development strategy to concentrate the development focus on SMT equipment manufacturing. The Company has no intention, negotiation, agreement, arrangement or understanding (concluded or otherwise) about any disposal, scaling-down and/or termination of the SMT equipment manufacturing business.

Accordingly, the Directors (including the Independent Non-Executive Director) are of the view that the terms of the Capital Increase Agreement are made on normal commercial terms and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

In view of Mr. Zhang Yadong’s directorship with Sino IC Leasing and for the avoidance of any potential conflict of interest, he abstained from voting at the board of directors meeting of Unis Si-Cloud in relation to approval of the Capital Incensement Agreement.

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LETTER FROM THE BOARD

Upon Completion, the proceeds received from the Deemed Disposal will be used for general working capital of Unis Si-Cloud. Given the financial leasing business is capital intensive in nature, and its business is operated on a project basis, proceeds received from the Deemed Disposal shall be used to undertake new financial leasing projects so as to support Unis Si-Cloud’s business development in financial leasing industry. Unis Si-Cloud has not identified any pipeline projects as at the date of this circular.

FINANCIAL EFFECT OF THE CAPITAL INCREASE TRANSACTION

Immediately following Completion, Unis Si-Cloud will cease to be a subsidiary and become an associate company of the Company. The financial results of Unis Si-Cloud will cease to be consolidated into those of the Company.

Assets and liabilities

Having taken into account the Consideration, the unaudited consolidated financial statements of the Group and the unaudited combined financial statements of Unis Si-Cloud as at 31 March 2018, it is estimated that upon Completion, the consolidated total assets of the Group will be increased by approximately HK$76,090,164.12 to approximately HK$800,983,691.33 and the consolidated total liabilities of the Group will be increased by approximately HK$75,077,739.04 to approximately HK$407,269,163.19.

It’s estimated that there will be an excess of the consideration over the unaudited net book value of the deemed disposal shares as at 31 March 2018 of approximately HK$2,066,173.60.

Earnings

The estimated investment earnings arising from the Capital Increase is approximately HK$15,958,939.76 , which is estimated based on the difference between the fair value of the Group’s remaining shareholding interests in Unis Si-Cloud on the date of Completion and the rolling figure of identifiable net assets of Unis Si-Cloud attributed to the Group based on its original shareholding since the incorporation date of Unis Si-Cloud.

The actual amount of the investment earnings arising from the Capital Increase to be recognized by the Company will depend on the net asset value of Unis Si-Cloud as at Completion and therefore may be different from the amount as set out above.

General

Shareholders and potential investors of the Company should note that the actual financial effects of the Capital Increase Transaction to the Group may be different from those of the above and can only be determined based on the then financial position of the Unis Si-Cloud upon Completion (subject to audit).

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LETTER FROM THE BOARD

IMPLICATIONS UNDER THE LISTING RULES

Upon Completion of the Capital Increase, the percentage of Shareholding Interest of the Company in Unis Si-Cloud will be diluted. As such, the entering into of the Capital Increase Agreement and the transactions as contemplated thereunder constitute a deemed disposal under Rule 14.29 of the Listing Rules. As one or more of the applicable percentage ratios (as defined in the Listing Rules) exceed(s) 25% but is less than 75%, the Deemed Disposal constitutes a major transaction of the Company and is therefore subject to reporting, announcement and Shareholders’ approval requirements pursuant to Chapter 14 of the Listing Rules.

Pursuant to Rule 14.92 of the Listing Rules, a company may not dispose of its existing business for a period of 24 months after a change in control (as defined in the Hong Kong Code on Takeovers and Mergers). There was a change in control of the Company on 26 August 2016 upon the close of the unconditional mandatory cash offer by Unis Technology Strategy Investment Limited.

The Company had obtained a waiver from strict compliance with Rule 14.92 of the Listing Rules from the Stock Exchange which was granted on the basis that, (i) the Company has not acquired any assets, business or company from its current controlling shareholders since the change of control, (ii) SMT equipment manufacturing and related business, as the core business of the Company, remains unchanged after the Deemed Disposal and (iii) the Deemed Disposal will only have limited impact on the business of the Group.

To the best of the knowledge, information and belief of the Directors having made all reasonable enquiries, no shareholder has a material interest in the Deemed Disposal and accordingly, no Shareholder is required to abstain from voting on the resolutions for approving the Deemed Disposal at the SGM.

SGM

The SGM Notice convening the SGM to be held on Tuesday, 7 August 2018 at 9:00 a.m. (or any adjournment thereof) at Unit 02-03, 69/F, International Commerce Centre, 1 Austin Road West, Tsim Sha Tsui, Kowloon, Hong Kong is set out on pages 38 to 39 of this circular.

A form of proxy for the SGM is enclosed herewith. Whether or not you are able to attend the SGM, Shareholders are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s Hong Kong branch share registrar and transfer office, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong as soon as practicable and in any event not later than forty-eight (48) hours before the time appointed for the holding of the SGM (or any adjournment thereof). Completion and return of the form of proxy will not preclude a Shareholder from attending and voting in person at the SGM (or any adjournment thereof) should he/she so desire and in such event the instrument appointing a proxy shall be deemed to be revoked.

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LETTER FROM THE BOARD

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of shareholders at a general meeting must be taken by poll except purely on those procedural or administrative matters. Each of the resolutions to be proposed and put to a vote at the SGM will be decided by way of a poll at the SGM pursuant to Bye-law 66 of the Bye-laws. The results of the poll will be published on the websites of the Stock Exchange and the Company after the SGM in the manner prescribed under Rules 13.39(5) of the Listing Rules.

CLOSURE OF REGISTER OF MEMBERS

The register of members of the Company will be closed from Thursday, 2 August 2018 to Tuesday, 7 August 2018 (both days inclusive) for determining the identity of the Shareholders who are entitled to attend and vote at the SGM. No transfer of Shares and/or exercise of the outstanding Share Options and/or the conversion of the outstanding Convertible Bonds will be registered during this period. Shareholders whose name appear on the register of members of the Company on Tuesday, 7 August 2018 shall be entitled to attend and vote at the SGM. In order to be eligible to attend and vote at the SGM, unregistered holders of the Shares should ensure that all transfer forms accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong for registration no later than 4:30 p.m. on Wednesday, 1 August 2018.

RECOMMENDATIONS

The Directors consider that all the resolutions mentioned above are in the best interests of the Company and the Shareholders as a whole. For the reasons stated above, the Directors recommend the Shareholders to vote in favor of all of the resolutions to be proposed at the SGM.

WARNING NOTICE

Shareholders and potential investor of the Company should be aware that the Deemed Disposal may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in securities of the Company, and are recommended to consult their professional advisers if they are in doubt about their position and as to the action they should take.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the appendices to this circular.

Yours faithfully, For and on behalf of the Board ZHANG Yadong Chairman

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APPENDIX I — FINANCIAL INFORMATION OF THE GROUP

1. FINANCIAL INFORMATION OF THE GROUP

Financial information of the Group for the financial year ended 31 December 2017, the nine months ended 31 December 2016 and the financial year ended 31 March 2016 are disclosed in the following documents which have been published on the websites of the Stock Exchange (http://www.hkexnews.hk) and the Company (http://www.unistech.com.hk/):

• annual report of the Company for the year ended 31 December 2017 published on 27 April 2018 (pages 53 to 147)

http://www.hkexnews.hk/listedco/listconews/SEHK/2018/0427/LTN201804271603.pdf

• annual report of the Company for the nine months ended 31 December 2016 published on 27 April 2017 (pages 49 to 146)

http://www.hkexnews.hk/listedco/listconews/SEHK/2017/0427/LTN20170427477.pdf

• annual report of the Company for the year ended 31 March 2016 published on 28 July 2016 (pages 31 to 116)

http://www.hkexnews.hk/listedco/listconews/SEHK/2016/0728/LTN201607281063.pdf

2. INDEBTEDNESS STATEMENT

As at the close of business on 31 May 2018, being the latest practicable date (the “ Latest Practicable Date ”) for the purpose of this indebtedness statement prior to the printing of this circular, the Group had unsecured and non-interest-bearing Convertible Bonds with a principal amount of HK$148 million due on 30 May 2021, which can be converted into 370,000,000 Shares at a conversion price of HK$0.4 per Share.

Certain subsidiaries of the Group are subject to the tax review conducted by the Hong Kong Inland Revenue Department on the offshore claim lodged on profits. As at 31 May 2018, the Group has made an accumulative provision of HK$40 million relating to such tax review.

As at 31 May 2018, the Group obtained (i) a letter of credit with a credit limit of HK$80 million from DBS, which is secured by properties of the Group in Hong Kong and the Group has not utilized such credit limit as at 31 May 2018; and (ii) a banking facility with a credit limit exposure of RMB 80 million from China Zheshang Bank, which is secured by properties of the Group in the PRC and the Group has utilized banking facility of RMB60 million as at 31 May 2018.

Save as aforesaid or as otherwise disclosed herein, and apart from intra-group liabilities and the payables arising from the normal course of business, as at the close of business on 31 May 2018, the Group did not have any debt capital issued and outstanding or agreed to be issued, bank loans or overdrafts, or other similar indebtedness, finance leases or hire purchase commitments, liabilities under acceptance or acceptance credits, debt securities, pledges, charges, guarantees or contingent liabilities.

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APPENDIX I — FINANCIAL INFORMATION OF THE GROUP

3. WORKING CAPITAL STATEMENT

The Directors, after due and careful enquiry, are of the opinion that, after taking into account the financial resources presently available to the Group including internally generated funds, and available banking facilities of the Group, and in the absence of unforeseen circumstances, the Group has sufficient working capital to satisfy its requirements for at least the next twelve months following the date of this circular.

4. FINANCIAL AND TRADING PROPSECTS

Looking forward, the Group will firmly capture the valuable opportunities arising from the rapid development of the SMT equipment manufacturing industry, take advantage of the absolute leading edges of Tsinghua Unigroup in the integrated circuit and internet communication equipment markets in Mainland China, and resolutely implement the development strategy of “one orientation, two key drivers, three breakthroughs and four initiatives” to acquire competitive strengths among industry peers and build a brand image with a middle and high-end positioning, so as to further increase the sales volume of products and enhance the pricing power. In addition, the Group will continue to promote the development of the financial investment business, and broaden the Group’s sources of income by building up a financial service platform.

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APPENDIX II — ASSET VALUATION REPORT

The following is the text of a report, prepared for the purpose of incorporation in this circular received from Beijing Guorongxinghua Assets Appraisal Co., Ltd., a qualified asset valuer commissioned in connection with its valuation as at 30 November 2017 of the market value of 100% of equity interest in the Unisplendour Si-Cloud Financial Leasing Co., Ltd..

I. Introduction

Beijing Guorongxinghua Assets Appraisal Co., Ltd. accepts the engagement by Unisplendour Investment Holding Co. Limited, to act according to the relevant laws, regulations and asset valuation standards, to abide by the principle of independence, objectivity and fairness, and based on necessary valuation procedures, to appraise the value of all shareholder equities of Unisplendour Si-Cloud Financial Leasing Co., Ltd. as at the valuation date.

The asset appraisal and valuation results are as follows:

II. Client, Appraised Entity and Other Valuation Report Users

The client of this valuation project is Unisplendour Investment Holding Co. Limited, and the appraised entity is Unisplendour Si-Cloud Financial Leasing Co., Ltd. The valuation report users include the client, the appraised entity and the users specified by laws and regulations.

1. Overview of the Client

Company Name: Unisplendour Investment Holding Co. Limited Registered Address: Unit H, 1/F, Phase 4, Kwun Tong Industrial Centre, 436 Kwun Tong Road, KLN, Hong Kong Registered Capital: HKD1 Paid-Up Capital: HKD0 Company Type: Private Limited Company

2. Overview of the Appraised Entity

Company Name: Unisplendour Si-Cloud Financial Leasing Co., Ltd. Registered Address: Room 201, Building A, No. 1, Qianwan A Road, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen City (Settled in Shenzhen Qianhai Commercial Secretary Co., Ltd.) Registered Capital: US$30 million Paid-Up Capital: US$30 million Legal Representative: Xia Yuan (夏源) Company Type: Limited Liability Company (sole proprietorship from Taiwan, Hong Kong and Macao)

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APPENDIX II — ASSET VALUATION REPORT

Business Scope: financial lease business, leasing business, purchase domestic and overseas leasing assets , residual value disposal and maintenance of leasing assets, consultation and providing guarantees for lease transactions, concurrently engaged in commercial factoring business related to the core businesses (non-bank financing, lease of medical apparatus & instruments, and transportation and communication facilities) (excluding the lease of vehicles accompanied with operators, items needing approvals according to state requirement, and operation that requires approval).

1) Historical development

Basic Background: Unisplendour Si-Cloud Financial Leasing Co., Ltd. was established under the approval document SWZQF [2014] No. 0193 issued by Shenzhen Qianhai Shenzhen-Hong Kong Modern Service Cooperation Zone Administration Authority and the approval certificate SWZYSQWZ ZI [2014] 0130 for enterprises invested by PRC Taiwan, Hong Kong and Macao issued by Shenzhen Municipal People’s Government on 16 July 2014. It is a sole proprietorship enterprise from Taiwan, Hong Kong and Macao invested by Unisplendour Investment Holding Co. Limited, founded on 18 July 2014, with the Business License of Unified Social Credit Code 91440300310587206X issued by Shenzhen Market Supervisory Authority. Unisplendour Si-Cloud Financial Leasing Co., Ltd. changed its name from Tianshi Financial Lease (Shenzhen) Co., Ltd. to Unisplendour Financial Lease (Shenzhen) Co., Ltd. on 29 June 2016, with the alternation (record) notice No. [2016] 84480020 issued by Shenzhen Market Supervisory Authority. Subsequently, on 1 March 2017, Unisplendour Financial Lease (Shenzhen) Co., Ltd. changed its name to be Unisplendour Si-Cloud Financial Leasing Co., Ltd. with the alternation (record) notice No. 21700076040 issued by Shenzhen Market Supervisory Authority.

According to the requirements under the approved agreements, contracts and articles of associations, the registered capital of Unisplendour Si-Cloud Financial Leasing Co., Ltd. for submission of registration is US$30 million, which is invested by the former shareholder (Sun East Tech Development Limited) in two stages, the first stage of US$10 million is invested within 90 days after issuing the business license, and the second stage of US$20 million is invested within two years after issuing the business license. The contribution of the former shareholder (Sun East Tech Development Limited) is invested in currency for US$30 million, which represents 100% of the registered capital.

Previous change in shareholders: Shenzhen Market Supervisory Authority has approved the changes (shareholder information) submitted by Unisplendour Si-Cloud Financial Leasing Co., Ltd. on 11 April 2017; and had filed the shareholder information of Unisplendour Si-Cloud Financial Leasing Co., Ltd.. The specific approval alternation (record) issue is as follows:

Shareholder information before such changes: Sun East Tech Development Limited: Contribution amount: US$30 million; Contribution Ratio: 100%.

Shareholder information after such changes: Unisplendour Investment Holding Co. Limited: Contribution Amount: US$30 million; Contribution Ratio: 100%.

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APPENDIX II — ASSET VALUATION REPORT

• 2) Company Organization and Management System

==> picture [443 x 319] intentionally omitted <==

----- Start of picture text -----

Unis Si-Cloud
Board of Directors
General Manager
Zhang Qiang
Vice-General Manager Vice-General Manager
Wang Xiaoning But Ming Sze
Risk Control Human Resource
Business Management and Administration Accounting Comprehensive Hong Kong
Department Department Department Operation Center
Department Department
Manager IT Direcor
Manager Pan Zhen Manager Huang Ke
Administrative Accountant
Clerk Liu Xiajia Yang Ran
Cashier
Liu Ying
----- End of picture text -----

• 3) Human resource:

	Education		Population	Proportion (%)
	Postgraduate		3	43%
	Graduate		3	43%
	Professional training		1	14%
	Total		7	100.00%
4)	_Assets, Liabilities , Equity and Business Performance _		_of The Enterprise in _	the Past Three Years
	Financial index	30 November 2017	31 December 2016	31 December 2015
	Total assets (RMB)	203,595,956.24	213,722,474.12	2,324,749.39
	Total liabilites (RMB)	931,295.31	13,306,450.47	3,698,100.53
	Shareholder equity (RMB)	202,664,660.93	200,416,023.65	-1,373,351.14
	Operation Results	Jan - Nov 2017	2016	2015
	Operation revenue (RMB)	6,635,335.34	969,658.22
	Total profit (RMB)	7,489,314.47	-706,957.77	-1,182,024.91
	Net profit (RMB)	6,421,317.28	-706,957.77	-1,182,024.91

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APPENDIX II — ASSET VALUATION REPORT

5) Long-term investment:

紫光芯雲商業保理有限公司 Unisplendour Si-Cloud Commercial Factoring Co., Ltd.* is the wholly-owned subsidiary of the Enterprise, incorporated on 12 December 2016 upon approval of the Shenzhen Market Supervisory Authority.

Address:

Room 201, Building A, No. 1, Qianwan A Road, Qianhai Shenzhen-Hong Kong Cooperation Zone, Shenzhen City (Settled in Shenzhen Qianhai Commercial Secretary Co., Ltd.)

Legal Representative: Xia Yuan (夏源) Date of Incorporation: 12 December 2016 Registered Capital: RMB50 million Company Type: Limited Liability Company (sole proprietorship of legal person) Business Scope: factoring (non-bank financing), investment consulting, enterprise management consulting (excluding limited items), engaged in guarantee business (excluding financing guarantee business and other limited items), supply chain management, online-commerce activities, domestic trade (excluding exclusive sale, exclusive control, and monopolized commodities), export and import business (excluding items forbidden by laws, administrative regulations, and the State Council. Limited items shall be operated after obtaining the permit. Items needing approval by law shall be operated after being approved by the relevant authority).

Name of the invested	Investment	Shareholding	Investment	Book
organization	Date	ratio (%)	Cost	Value
			(RMB)
紫光芯雲商業保理有限公司	12 December	100.00	50,000,000.00	0.00
Unisplendour Si-Cloud	2016
Commercial Factoring
Co., Ltd.*
Total		100.00	50,000,000.00	0.00

Up to the valuation date, this long-term investment has not been contributed and operated.

3. The relationship between the client and appraised entity, and other valuation report users

Other valuation report users of the engagement letter refer to the industry regulatory authorities and other relevant organizations. Unless it is otherwise stipulated by the state laws and regulations, no other institutions or individuals not confirmed by the Valuation Institution and the client shall become the users of the valuation report based on access thereof.

* for identification purposes only

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APPENDIX II — ASSET VALUATION REPORT

III. Valuation Objective

The shareholder of Unisplendour Si-Cloud Financial Leasing Co., Ltd. proposes to transfer the equity, and requires the evaluation of all shareholder equity value of Unisplendour Si-Cloud Financial Leasing Co., Ltd. so as to provide the value reference for the abovemention economic activities.

IV. Subject and Scope of Valuation

(I) Subject and Scope of Valuation

The valuation subject is the value of all shareholder equities of Unisplendour Si-Cloud Financial Leasing Co., Ltd.

The valuation scope includes all assets and liabilites of Unisplendour Si-Cloud Financial Leasing Co., Ltd. as at 30 November 2017. The total assets amounted to RMB203,595,956.24, among which: current asset amounted to RMB203,390,905.83, while non-current asset amounted to RMB205,050.41; total liabilities amounted to RMB931,295.31, among which: current liabilities amounted to RMB931,295.31, while non-current liabilities amounted to RMB0.00; total equity of the owner amounted to RMB202,664,660.93. Please refer to the table below for details:

Balance Sheet as at 30 November 2017

Unit: RMB

	Item	**Book Value **	**Book Value **	**Book Value **	Item			Book Value
	I. Current assets				IV. Current liabilites
	Current assets :				Current liabilites :
	Monetary	capital 141,243,017.51			Short-term borrowings
	Prepayment 151,886.32				Revenue in advance
	Interest receivables				Payroll payables			71,704.77
	Dividend	receivables			Tax payables			41,380.68
	Other receivables 61,211,642.43				Interest payables
	Inventories				Dividend payables
	Non-current assets due 784,359.57				Other payables			818,209.86
	within one year
	Total current assets 203,390,905.83				Other current liabilites
	Non-current assets:				Total current liabilites			931,295.31
	Fixed assets 205,050.41				Total liabilites			931,295.31
	Oil & gas assets				Owner’s equity
	Intangible assets				Paid-Up Capital	(or share capital)		198,666,000.00
	Development expenses				Capital reserve
	Goodwill				Surplus reserve
	Long-term deferred expense				Undistributed profit			3,998,660.93
	Deferred	income tax assets			Less: Treasury stock
	Other non-current assets				Total owner’s equity			202,664,660.93
	Total non-current assets 205,050.41
	Total assets 203,595,956.24				Total liabilities	and shareholder		203,595,956.24
					equities

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APPENDIX II — ASSET VALUATION REPORT

The book value of assets and liabilities within the valuation scope has been audited by the Shenzhen Branch of CPA Zhonglian Certified Public Accountant Firm (General Partnership) (ZLSSZS ZI No. [2017] 1292) accompanied by their unqualified opinion.

(II) Overview of Major Assets

The type of assets incorporated in the valuation scope is the equipment assets, whereas the major assets of Unisplendour Si-Cloud Financial Leasing Co., Ltd. can be put to normal use.

(III) Intangible Asset Accounted for or Not Accounted for in the Book Presented by the Enterprise

The Enterprise has not presented any intangible asset not accounted for in the book as off-balance-sheet assets.

V. Types and Definition of Value

According to requirements for realizing the valuation objectives, combining with limitations of its own functions, usage and utilization status of the valuation subject, the market value approach was adopted for this valuation.

The market value refers to the estimated value amount of the valuation subject on the valuation date during a normal and fair trade, under the condition that the voluntary buyer and voluntary seller act rationally without coercion.

VI. Valuation Date

• (I) The project valuation date is 30 November 2017.

• (II) The valuation date is determined by the client.

• (III) During the asset valuation, definition of valuation scope, selection of valuation parameters and determination of valuation value are based on the enterprise internal financial statement, external economic environment and market conditions on the valuation date. All valuing standards in the report are the effective price standard on the valuation date.

VII. Valuation Basis

• (I) Behavior basis

• The assets valuation engagement letter;

• Resolutions on the shareholder meeting.

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APPENDIX II — ASSET VALUATION REPORT

(II) Regulations basis

1. Asset Appraisal Law of the People’s Republic of China (adopted at 21st Meeting of the Standing Committee of the Twelfth National People’s Congress on 2 July 2016);

2. Companies Law of the People’s Republic of China (adopted at 6th Meeting of the Standing Committee of the Twelfth National People’s Congress on 28 December 2013);

3. Property Law of the People’s Republic of China (adopted at 5th Meeting of the Standing Committee of the Tenth National People’s Congress on 16 March 2007);

4. Law of the People’s Republic of China on the State-Owned Assets in Enterprises (adopted at 5th Meeting of the Standing Committee of the Eleventh National People’s Congress on 28 October 2008);

5. Securities Law of the People’s Republic of China (the Third Amendment to the Decision Amending the Insurance Law of the People’s Republic of China and other four laws adopted at 10th Meeting of the Standing Committee of the Twelfth National People’s Congress on 31 August 2014);

6. Law of the PRC on Enterprise Income Tax (Amendment to the Decision Amending Law of the PRC on Enterprise Income Tax adopted at 26th Meeting of the Standing Committee of the Twelfth National People’s Congress on 24 February 2017);

7. Interim Regulations of the People’s Republic of China concerning Value-Added Tax (Amendment to the Decision of the State Council on Amending Some Administrative Regulations on 6 February 2016);

8. Notice on Comprehensively Launching Pilots Changing Business Tax to be Value-Added Tax (CS (2016) No. 36 on 23 March 2016);

9. Regulations on Asset Valuation (No. 91 Decree of the State Council on 16 November 1991);

10. Supervision and Administration Regulations on Transaction of Enterprise State-Owned Assets ( No. 32 Decree of SASAC and the Ministry of Finance on 24 June 2016);

11. Interim Provisions for Administration on Enterprise State-Owned Asset Valuation (No. 12 Decree of SASAC, adopted at 31st Director’s Office Meeting of the SASAC on 25 August 2005);

12. Provisions on Several Issues Concerning State-Owned Asset Valuation Administration (No. 14 Decree of Ministry of Finance on 31 December 2001);

13. Notice on Relevant Issues Concerning Strengthening State-Owned Asset Valuation Administration (GZWCQ [2006] No. 274 on 12 December 2006);

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APPENDIX II — ASSET VALUATION REPORT

1. Interim Provisions for Supervision and Administration of Enterprise State-Owned Asset ( No. 588 Decree of the State Council Amendment to the Decision of the State Council on Abolishing and Amending Some Administrative Regulations on 8 January 2011);

2. Interim Provisions for Enterprise State-Owned Property Transfer (No. 3 of SASAC and the Ministry of Finance on 31 December 2003);

3. Accounting Standards for Business Enterprises — Basic Standards (Amendment to No. 76 Decree of the Ministry of Finance Decision of the Ministry of Finance Concerning Amending Accounting Standards for Business Enterprises Basic Standards on 23 July 2014);

4. Other laws and regulations related to the asset valuation.

(III) Basis for valuation standards

1. Asset Valuation Basic Standards (CZ (2017) No. 43);

2. Code of Professional Ethics of Asset Valuation (ZPX (2017) No. 30);

3. Asset Valuation Practicing Code - Valuation Procedure (ZPX (2017) No. 31);

4. Asset Valuation Practicing Code - Valuation Report (ZPX (2017) No. 32);

5. Asset Valuation Practicing Code - Asset Valuation Commission Contract (ZPX (2017) No. 33);

6. Asset Valuation Practicing Code - Asset Valuation File (ZPX (2017) No. 34);

7. Asset Valuation Practicing Code — Enterprise Value (ZPX (2017) No. 36);

8. Asset Valuation Practicing Code — Machine Equipment (ZPX (2017) No. 39);

9. Guideline for Valuation Report of Enterprise Stated-Owned Assets (ZPX (2017) No. 42);

10. Guideline for Business Quality Control of Asset Valuation Institution (ZPX (2017) No. 46);

11. Instruction for Value Type of Asset Valuation (ZPX (2017) No. 47);

12. Instruction for Legal Ownership of Asset Valuation subject (ZPX (2017) No. 48).

(IV) Basis for property rights

1. Machine and equipment purchases contract or invoice;

2. The commitment letter from the client and the appraised entity;

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APPENDIX II — ASSET VALUATION REPORT

1. Other related property certificate information provided by the appraised entity.

(V) Basis for pricing

1. The Handbook of Data and Parameters Commonly Used in Asset Valuation Reports;

2. The bank loan interest rate on the valuation date;

3. Financial statements and audit reports of previous years provided by the Enterprise;

4. The future annual business plan provided by the relevant departments of the Enterprise;

5. The current and future annual market forecast data of the main products provided by Enterprise;

6. Other relevant valuation information recorded and collected by the valuation personnel during on-site survey;

7. Relevant industry statistics provided by WIND information system;

8. Other valuation related information provided by the appraised entity.

(VI) Other references

The audit report (Zhonglian (2017) No. 1292) issued by the Shenzhen Branch of CPA Zhonglian Certified Public Accountant Firm (General Partnership).

VIII.Introduction of the Valuation Approach of the Valuation Results

The asset-based approach, which is also called the cost-plus approach, is to judge the value of the overall assets on the basis of the amount of investment required to rebuild an enterprise or an independent profit entity similar to the appraised objective on the valuation date, which is specifically referred to the approach that obtains the enterprise value by summing up the valuation value of enterprise’s various elements of assets minus the valuation value of its liabilities.

1. Current Assets

The valuation scope of the current assets includes monetary funds, advance payments and other receivables.

• (1) Monetary funds: The carrying amount of cash and bank deposits in monetary funds are verified, and the value of Renminbi funds is determined by the amount of the book value after verification. Foreign currency funds are valued on the basis of the amount of the foreign exchange denominated in Renminbi using the mid-rate on the valuation date of valuation.

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APPENDIX II — ASSET VALUATION REPORT

• (2) Receivables: including advance payments and other receivables. For advance payments and other receivables, on the basis of the verification of their value composition and the debtor situation, the valuation personnel shall specifically analyze the amount of arrears, time and reason, money recovery, the debtor funds, credit, management status and other factors, and the amount of each sum recoverable or verified book value are used to determine the valued value. A specific analysis of the reasons for the formation of the advance payments is made, and the valuation price is determined based on the recoverable of the corresponding goods formed by the assets or rights or verified book value.

2. Non-current assets

Electronic equipment:

valued by using the reset cost approach, that is:

Valuation value = Reset value x residue ratio

• 1) Reset value is estimated as appropriate with reference to the market price and combined with the specific circumstances. Some of the electronic equipment is valued directly as the market price of second-hand equipment.

• 2) Residue ratio

The residue ratio of electronic equipment is determined by the age approach; for the extended service equipment, the value is only given at the market price.

3. Liabilities

The valuation of the enterprise’s liabilities is mainly carried out by review and verification. After the verification and the authenticity confirmation of relevant documents, contracts, books and related evidences by the appraiser, the value of valuation is determined according to the verified book value.

IX. Procedure and Implementation of Valuation

(i) Basis of the Valuated Businesses

The overall procedures are clarified by the client, with a clear understanding of the objectives of the valuation, the subject and scope of valuation, the valuation date, the usage limitation of the valuation report, and the time and manner of the delivery of the valuation report.

(ii) Signing of the Engagement Letter

Based on the understanding on the basis of the valuated businesses, the Valuer had conducted an integrated analysis and valuation on its own professional competence, independence and business risks, and ultimately determined to sign the asset valuation engagement letter with the client.

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APPENDIX II — ASSET VALUATION REPORT

(iii) Preparation of valuation plans

The Valuer assigned project managers and team members to value the project according to the specific situation. The project manager prepares the valuation plans, and arranges the specific implementation procedure, time requirement and division of labor of the project, and reports the valuation plans to the department manager and general manager for approval.

(iv) Field investigation

According to the approved valuation plans, the valuation personnel station in the appraised entities for on-site investigation, mainly to gain an understanding on the enterprise management status, to learn about the operation and the repair and maintenance status of the physical assets within the scope of valuation from the relevant personnel.

(v) Collection of valuation information

According to the needs of the valuation, the evaluators collect various data and information related to the valuation, including the financial information of the entity, the evidences of assets ownership, the market price information of the equipment, and industry information.

(vi) Valuation estimates

According to the actual situation and characteristics of the subject, the specific valuation approaches for various assets are made, and the assets in the scope of valuation are valued and calculated, and the appraised value is determined.

(vii) Preparation and submission of valuation reports

The project manager organizes the valuation team members to analyze the valuation findings and prepares the valuation report, and submits the asset valuation report to the client after three levels of auditing.

(viii) Valuation archive

Organizing work documentations, asset valuation reports and other related materials according to the requirements of laws, regulations and asset valuation guidelines to form the assets valuation files.

X. Valuation Assumptions

(i) Assumptions on the Macro and External Environment

1. Assuming that there is no significant change in the national macro-economic situation and the relevant prevailing laws, regulations and policies, and there is no significant change in the political, economic and social environment of the region of both parties.

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APPENDIX II — ASSET VALUATION REPORT

1. Assuming that the appraised entity could maintain a stable development situation in the industry, and the industry policy, management system and related regulations have no significant changes.

2. Assuming that there is no significant change in the state related credit rates, exchange rates, tax benchmarks and tax rates, policy levy fees and so on.

3. Assuming that there is no other force majeure factors and unforeseen factors, resulting in significant adverse impact on the enterprise.

4. Assuming that the valuation of the parameters is measured in accordance with the current price system, without taking into account the impact of the benchmark future inflation factors.

(ii) Transaction assumptions

1. The hypothesis of the trading principle is that all the assets to be valued are already in the course of the transaction, and the appraiser values the value by simulating the market according to the trading conditions of the assets to be valued.

2. The open market and fair trade assumptions, that is, for the assets traded on the market or the assets to be traded on the market, both sides of the asset transaction have equal status and each of them has the opportunity and time to obtain sufficient market information, and the transaction behavior of both sides of the assets transaction is carried out voluntarily, rationally and not by coercion and unrestricted.

3. It is assumed that the assets and liabilities within the scope of the valuation are true and complete, and there is no defect of property right, no mortgage, lien or guarantee, and there is no other restricted transaction.

(iii) Specific assumptions

1. Assuming that the production and operation of the entity can be continuously operated according to its current situation, and that its operating conditions will not change significantly during the foreseeable period of operation.

2. Assuming that the future management personnel of the appraised entity are of due diligence, and the enterprise continues to maintain the existing management mode for continuous operation.

3. The assumption of the continued use of assets, that is, the assets of valuation are legally, effectively and continuously used in accordance with their current use and the use of the manner, scope, frequency, environment and other conditions, and within the foreseeable period of usage, there are no major changes.

4. Assuming that all the information provided by the client and the appraised entity, including financial statement data, profit forecast data, general information about the business operation, property rights information, policy documents and other related materials, remain true and valid.

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APPENDIX II — ASSET VALUATION REPORT

1. Assuming that the acquisition and construction of the assets involved in the valuation subject are in accordance with the relevant laws and regulations of the State.

2. Assuming that the physical assets involved in the valuation subject have no major technical failures that affect their continuous use, and assuming that the key components and materials have no potential significant quality defects.

3. The Enterprise’s business scope and manner has no major changes in the future operating period, and the main business structure adjustment, income cost composition and future business sales strategy and cost control can be achieved according to expectations.

4. Assuming that the accounting policies used in the financial information provided by the appraised entities over the years and the accounting policies used in the revenue forecasts do not differ significantly.

5. Assuming that the appraised entity’s future business strategy and cost control do not change significantly.

6. During the foreseeable operating period, no consideration will be given to any non-recurrent gains or losses that may occur in the operation of the Enterprise, including but not limited to: disposal of long-term equity investments, fixed assets, projects under construction, intangible assets, gains and losses arising from other long-term assets, and other non-operating income and expenses.

7. Assuming that the necessary funds and related approval documents for the Enterprise’s normal operation can be obtained in time.

When the above macro and external environments assumptions, trading assumptions, and specific assumptions have undergone significant changes, which may have significant impact on this valuation, the valuation findings will generally be ineffective.

XI. Valuation Conclusion

Up to the valuation date of 30 November 2017, the valuation results of all equity value of shareholders of Unisplendour Si-Cloud Financial Leasing Co., Ltd. are as follows:

As at the valuation date of 30 November 2017, under the going concern and assumption, this appraisal concluded that the book value of audited total assets of Unisplendour Si-Cloud Financial Leasing Co., Ltd. to be RMB203,596,000, the book value of total liabilities to be RMB931,300, and the book value of net assets to be RMB202,664,700. Based on the asset-based approach valuation, the valuation conclusion of the entire shareholder equity value of Unisplendour Si-Cloud Financial Leasing Co., Ltd. to be RMB202,682,200, with value appreciation of RMB17,500 and an appreciation rate of 0.01%.

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APPENDIX II — ASSET VALUATION REPORT

For the details of the valuation results, please see the following table:

Summary of Asset Valuation Results Valuation date: 30 November 2017

Appraised entity: Unisplendour Si-Cloud Financial Leasing Co., Ltd.

Unit: RMB10,000

				Appraised	Increase/	Appreciation
			Book value	value	decrease	rate %
	Item		A	B	C=B-A	D=C/Ax100%
1	Current assets		20,339.09	20,339.09	—	—
2	Non-current assets		20.51	22.26	1.75	8.53
3	Of	which: Available-for-sale financial	—	—	—	—
		assets
4		Held-to-maturity investment	—	—	—	—
5		Long-term receivables	—	—	—	—
6		Long-term equity investment	—	—	—	—
7		Investment real estate	—	—	—	—
8		Fixed assets	20.51	22.26	1.75	8.53
9		Construction in progress	—	—	—	—
10		Construction materials	—	—	—	—
11		Disposal of fixed assets	—	—	—	—
12		Productive biological assets	—	—	—	—
13		Oil & gas assets	—	—	—	—
14		Intangible assets	—	—	—	—
15		Development expenses	—	—	—	—
16		Goodwill	—	—	—	—
17		Long-term deferred expense	—	—	—	—
18		Deferred income tax assets	—	—	—	—
19		Other non-current assets	—	—	—	—
20	Total assets		20,359.60	20,361.35	1.75	0.01
21	Current liabilities		93.13	93.13	—	—
22	Non-current liabilities		—	—	—	—
23	Total liabilities		93.13	93.13	—	—
24	Net assets (owner’s equity)		20,266.47	20,268.22	1.75	0.01

Appraiser: Beijing Guorongxinghua Assets Appraisal Co., Ltd.

This valuation of all rights and interests of the shareholders of Unisplendour Si-Cloud Financial Leasing Co., Ltd. did not take into account the premium or discount owe to the shareholding rights and minority shareholding, and also did not consider the impact of the lack of liquidity on the equity value.

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APPENDIX II — ASSET VALUATION REPORT

XII. Notes on Special Events

Users of this valuation report should be concerned about the impact of special events on the valuation findings.

1. Matters after the valuation date of the valuation are significant matters between the valuation date and the date of the valuation report.

2. After the valuation date, when the appraised assets are demolished, destroyed or lost due to force majeure, and the current accounts have bad debts which affect the value of the assets, the valuation conclusion cannot be used directly.

3. The conclusions of this valuation cannot be used directly when significant matters occur after the valuation date. If the number of assets changes during the validity period of this valuation, the valuated value should be adjusted according to the original valuation approach.

4. Other issues to be explained

5. (1) All participants in the valuation report have no special interests whatsoever with the client and the parties concerned, and the evaluators always adhere to the professional ethics and norms throughout the valuation process.

6. (2) The enterprise information used in this valuation report, including financial statement data, profit forecast data, general information about the business, property rights information, policy documents and other related materials are provided by the client and the appraised entity, which bear the related legal responsibility on its authenticity and legality. The purpose of the asset valuation business is to estimate the value of the object and to publish the professional opinion, and the confirmation of or the comments on the legal ownership of the object are beyond the scope of the asset valuation, so the appraisal institution does not guarantee the legal ownership of the object.

7. (3) The valuation institution and the evaluators shall not be liable for any defects which may affect the valuation of the assets, if the enterprise has not made a special statement which is still not known to the valuation staff when the valuation process is fulfilled.

8. (4) This valuation report will only be responsible for the conclusion itself in accordance with the professional norms, but not with the price decision of economic business, and the valuation conclusion should not be considered as the guarantee of the realizable price of the object.

9. (5) The results of this valuation are issued by the Valuer. Affected by the level and ability of the company’s evaluators, this valuation is used only for this purpose.

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APPENDIX II — ASSET VALUATION REPORT

• (6) The valuation report can only be valid if using with the appendix and the report body together.

XIII. The explanation of the usage limitation of this valuation report

• (i) This report shall be used only for the purposes of the valuation as set out in the valuation report and is not responsible for the consequences arising from the use of the report by the reporting user for economic conduct other than the purpose of this valuation.

• (ii) The valuation report can only be used by the user of the valuation report as stated in the valuation report.

• (iii) Validity Period of the Valuation Conclusion: The valuation conclusion is valid for one year from the valuation date, i.e. 30 November 2017 to 29 November 2018, beyond which a revaluation is required.

• (iv) If all or part of the valuation report were to be extracted, cited or disclosed in the public media, the relevant content shall be reviewed by appraisal institution and the written consent of the Valuer shall be obtained, saved for those stipulated by laws and regulations and otherwise agreed by the relevant parties.

• (v) The copy of this report not stamped with the Valuer’s straddle chapter is invalid.

XIV. Date of the Valuation Report

The date of the Valuation Report is 20 December 2017.

XV. Signatures and Seals of the Valuation Institution and Asset Appraiser

Legal representative of valuation institution:

Asset appraiser: Wu Wei

Asset appraiser: Wang Xinli

Beijing Guorongxinghua Assets Appraisal Co., Ltd.

20 December 2017

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APPENDIX III — GENERAL INFORMATION

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. SUBSTANTIAL SHAREHOLDERS’ INTEREST IN SHARES AND UNDERLYING SHARES

As at the Latest Practicable Date, to the best knowledge of the Directors or Chief Executive of the Company, the following persons (other than the Directors or Chief Executive of the Company) had interests or short positions in the Shares and underlying Shares of the Company as recorded in the register kept by the Company pursuant to section 336 of the SFO which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO:

Long positions in the Shares and underlying Shares of the Company

		Number of	Approximate
		the	percentage of
		ordinary	total
Name of Shareholder	Nature of Interest	shares held	shareholding
			%
Unis Technology Strategy	Beneficial owner	986,829,420	67.82
Investment Limited Note 1
Chen Ping	Beneficial owner	100,000,000	6.87
Reach General Note 2	Beneficial owner	96,694,000	6.65
But Tin Fu Note 3	Beneficial owner/ interest of	88,357,168	6.07
	controlled corporation

Notes:

1. Unis Technology Strategy Investment Limited is wholly owned by Beijing Unis Capital Management Co., Ltd. (北 京紫光資本管理有限公司), which in turn, is wholly owned by Tsinghua Unigroup, is owned as to 51% by Tsinghua Holdings and 49% owned by Beijing Jiankun Investment Group Co., Ltd. (北京健坤投資集團有限公司). Tsinghua Holdings is wholly owned by Tsinghua University (清華大學) and Beijing Jiankun Investment Group Co., Ltd. (北京健坤投資集團有限公司) is owned as to 70% by Mr. Zhao Weiguo.

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APPENDIX III — GENERAL INFORMATION

1. Reach General International Limited (“Reach General”) is 100% beneficially owned by Mr. Wu Xin.

2. Mr. But Tin Fu is interested in 88,357,168 shares, comprising (a) 38,099,200 shares directly held by Mr. But Tin Fu, (b) 3,796,000 shares directly held by Sun East Group Limited, which is beneficially owned as to 50% by Mr. But Tin Fu and 50% by Ms. Leung Hau Sum, who is the wife of Mr. But Tin Fu, (c) 2,424,800 shares directly held by Sum Win Management Corp., which is wholly owned by Mr. But Tin Fu and d) 44,037,168 shares directly held by Mind Seekers Investment Limited, which is wholly owned by Mr. But Tin Fu.

Save as disclosed above, as at the Latest Practicable Date, the Directors are not aware of any person (other than the Directors or Chief Executive of the Company) had or was deemed to have any interests and short positions in the Shares and underlying Shares of the Company which was required to be recorded in the register kept by the Company pursuant to section 336 of the SFO which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

3. DISCLOSURE OF INTERESTS OF DIRECTORS AND CHIEF EXECUTIVE

As at the Latest Practicable Date, none of the Directors the chief executives of the Company or their associates had or was deemed to have any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the SFO) (a) to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which he/she was taken or deemed to have under such provisions of the SFO); or (b) to be entered in the register pursuant to Section 352 of the SFO; or (c) pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers contained in the Listing Rules, to be notified to the Company and the Stock Exchange.

Details of positions of the Directors in the companies which have interests in the shares and underlying shares of the Company, which fall to be disclosed under the provisions of Divisions 2 and 3 of Part XV of the SFO, are set out as follows:

		Position(s) held in the companies
		which has an interest in the
	Position(s) held in the	shares and underlying shares of
Name of Director	Company	the Company
Mr. Zhang Yadong	Chairman, Executive Director	President and Director of Tsinghua
		Unigroup (Note 1)
Mr. Li Zhongxiang	Vice-Chairman,	Vice President of Tsinghua Holdings
	Non-Executive Director	and the Vice Chairman of
		Tsinghua Unigroup (Note 1)
Mr. Qi Lian	Non-Executive Director	Director and Co-President of
		Tsinghua Unigroup (Note 1)
Mr. Zheng Bo	Executive Director	Supervisor and General Manager of
		Investment Management Centre of
		Tsinghua Unigroup (Note 1)

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APPENDIX III — GENERAL INFORMATION

Note:

1. As at the Latest Practicable Date, Tsinghua Unigroup was owned as to 51% shareholding interests by Tsinghua Holdings and Unis Technology Strategy was an indirect wholly owned subsidiary of Tsinghua Unigroup. Under the SFO, Tsinghua Holdings, Tsinghua Unigroup and Unis Technology Strategy are deemed to be interested in the same number of Shares held by Unis Technology Strategy.

Save as disclosed above, as at the Latest Practicable Date, no other Director was a director or employee of a company which has an interest or short position in the shares and underlying shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO.

4. COMPETING BUSINESS INTERESTS OF DIRECTORS

As at the Latest Practicable Date, none of the Directors, proposed Directors or their respective associates had any interest in a business which competes or may compete with the business of the Group.

5. DIRECTORS’INTERESTS IN ASSETS, CONTRACTS OR ARRANGEMENT OF THE GROUP

As at the Latest Practicable Date, none of the Directors had any interest, either direct or indirect, in any assets which had been, since 31 December 2017 (the date to which the latest published audited financial statements of the Group were made up), acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group. None of the Directors was materially interested in any contract or arrangement which is significant in relation to the business of the Group.

6. DIRECTORS’ SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors had any existing or proposed service contracts with the Company or any member of the Group which does not expire or is not determinable by the Group within one year without payment of compensation (other than statutory compensation).

7. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors are not aware of any material adverse change in the financial position or trading position of the Group since 31 December 2017, being the date to which the latest published audited financial statements of the Group was made up.

8. LITIGATION

As at the Latest Practicable Date, neither the Company nor any other member of the Group was engaged in any litigation, arbitration or claim of material importance and no litigation, arbitration or claim of material importance is known to the Directors to be pending or threatened against any member of the Group.

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APPENDIX III — GENERAL INFORMATION

9. QUALIFICATIONS AND CONSENTS OF EXPERTS

The following is the qualification of the expert who has given opinion or advice which are contained in this circular:

Name

Qualification

Beijing Guorongxinghua Assets Appraisal Co., Ltd.

Asset valuer

The above expert has given and confirmed that it has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter, report, advice, opinion and/or references to its name in the form and context in which they respectively appear.

As at the Latest Practicable Date, the above expert did not have any shareholding in any member of the Group or the right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for any Shares, convertible securities, warrants, options or derivatives which carry voting rights in any member of the Group.

As at the Latest Practicable Date, the above expert did not have any interest, either directly or indirectly, in any assets which have been, since 31 December 2017(the date to which the latest published audited consolidated financial statements of the Group were made up), acquired or disposed of by or leased to any member of the Group, or were proposed to be acquired or disposed of by or leased to any member of the Group.

10. MATERIAL CONTRACTS

The following contracts (not being contracts entered into in the ordinary course of business) were entered into by member(s) of the Group within the two years immediately preceding the Latest Practicable Date of this circular and are, or may be, material:

• (a) the supplemental deed dated 7 March 2017 entered into between the Company and Unis Technology Strategy in relation to amendment of certain terms and conditions of the Convertible Bonds;

• (b) the factoring agreement dated 28 December 2016 entered into between Unis Financing Leasing, a wholly owned subsidiary of the Company and Guangzhou Lonkey Industrial Co., Ltd. (廣州市浪奇實業股份有限公司) in relation to the account receiving factor service provided by Unis Financing Leasing;

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APPENDIX III — GENERAL INFORMATION

11. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the following documents will be made available for inspection during normal business hours on business days at the principal place of business in Hong Kong of the Company at Unit 02-03, 69/F, International Commerce Centre, 1 Austin Road West, Tsim Sha Tsui, Kowloon, Hong Kong for a period of 14 days from the date of this circular:

• (a) the Bye-laws;

• (b) all material contracts referred to in the paragraph headed “Material Contracts” in this appendix;

• (c) the Asset Valuation Report;

• (d) the annual reports of the Group for the year ended 31 December 2017, the 9 months ended 31 December 2016, and the year ended 31 March 2016; and

• (e) this circular.

12. MISCELLANEOUS

• (a) The secretary of the Company is Mr. LIU Wei, who is a member of The Hong Kong Institute of Chartered Secretaries.

• (b) The registered office of the Company is situated at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

• (c) The head office and principal place of business of the Company is Unit 02-03, 69/F International Commerce Centre, 1 Austin Road West, Tsim Sha Tsui Kowloon, Hong Kong.

• (d) The Company’s branch share registrar and transfer office in Hong Kong is Tricor Tengis Limited and is situated at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong.

• (e) In the event of inconsistency, the English text of this circular shall prevail over the Chinese text.

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NOTICE OF SPECIAL GENERAL MEETING.

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

(Incorporated in Bermuda with limited liability)

(Stock code: 00365)

NOTICE OF SPECIAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that a special general meeting of Unisplendour Technology (Holdings) Limited (the “ Company ”) will be held at Unit 02-03, 69/F, International Commerce Centre, 1 Austin Road West, Tsim Sha Tsui, Kowloon, Hong Kong on Tuesday, 7 August 2018 at 9:00 a.m. (or any adjournment thereof), for the purpose of considering and, if thought fit, passing with or without modifications the following resolution as ordinary resolution of the Company. Capitalised terms used herein without definition shall have the same meanings as in the circular issued by the Company on 16 July 2018 (the “Circular”), unless the context otherwise requires.

ORDINARY RESOLUTION

“ That

• (a) the Capital Increase Agreement dated 2 May 2018 entered into by and among Unisplendour Investment, Sino IC Leasing and Unis Si-Cloud, in relation to the capital increase transaction of Unis Si-Cloud and the transaction thereunder is hereby approved, confirmed and ratified, a copy of which is produced to the meeting marked “A” and initialed by the chairman of the SGM for the purpose of identification;

• (b) any Director be and is hereby authorised to do such acts and things, to sign and execute all such further documents and to take such steps as he may consider necessary, appropriate, desirable or expedient to give effect to or in connection with the Capital Increase Agreement and the transactions contemplated thereunder and all other matters incidental thereto or in connection therewith, and to agree to and make such variations, amendments or waivers of any of the matters relating thereto or in connection therewith.”

• for identification purposes only

Yours faithfully,

On behalf of the Board

Unisplendour Technology (Holdings) Limited ZHANG Yadong

Chairman

Hong Kong, 16 July 2018

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NOTICE OF SPECIAL GENERAL MEETING.

Notes:

• (1) The Hong Kong branch register of members of the Company will be closed from Thursday, 2 August 2018 to Tuesday, 7 August 2018 (both days inclusive), for the purposes of determining the entitlements of the Shareholders of the Company to attend and vote at the SGM. No transfers of Shares and/or exercise of the outstanding Share Options and/or the conversion of the outstanding Convertible Bonds will be registered during that period. Shareholders whose name appear on the register of members of the Company on Tuesday, 7 August 2018 shall be entitled to attend and vote at the SGM. In order to qualify for the aforesaid entitlements, all transfers accompanied by the relevant share certificates must be lodged with the Company’s branch share registrar in Hong Kong, Tricor Tengis Limited at Level 22, Hopewell Centre, 183 Queen’s Road East, Hong Kong no later than 4:30 p.m. on Wednesday, 1 August 2018.

• (2) A Shareholder of the Company entitled to attend and vote at the special general meeting of the Company is entitled to appoint another person as his proxy to attend and, subject to the provisions of the Bye-laws of the Company, vote on his behalf. A Shareholder who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf. A proxy need not be a Shareholder of the Company.

• (3) The instrument appointing a proxy must be in writing under the hand of the appointor or his attorney duly authorized in writing. If the appointer is a corporation, then the instrument shall be signed under seal or under hand of an officer, attorney or other person authorized in writing.

• (4) In order to be valid, the form of proxy together with a power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of that power or authority, must be deposited at the office of the Company’s branch share registrar and transfer office in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for the holding of the special general meeting or any adjournment thereof in order for such documents to be valid. Completion and return of the form of proxy will not preclude any Shareholder from attending and voting in person should he so desire and in such event the instrument appointing a proxy shall be deemed to be revoked.

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