Comtec Solar Systems Group Limited — M&A Activity 2019

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this joint announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this joint announcement.

This joint announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of Unisplendour Technology (Holdings) Limited, nor is it a solicitation of any vote or approval in any jurisdiction. This joint announcement is not for release, publication or distribution into any jurisdiction where to do so would constitute a violation of the relevant laws of such jurisdiction.

UNIC Capital Management Co., Ltd.* (中青芯鑫(蘇州工業園區) 資產管理有限責任公司)

(Incorporated in the PRC with limited liability)

Sino Xin Ding Limited (芯鼎有限公司)

(Incorporated in Hong Kong with limited liability)

Unisplendour Technology (Holdings) Limited (紫光科技(控股)有限公司)*

(Incorporated in Bermuda with limited liability)

(Stock Code: 00365)

JOINT ANNOUNCEMENT

DESPATCH OF THE COMPOSITE DOCUMENT RELATING TO MANDATORY UNCONDITIONAL CASH OFFER BY CHINA INTERNATIONAL CAPITAL CORPORATION HONG KONG SECURITIES LIMITED FOR AND ON BEHALF OF THE JOINT OFFERORS

TO ACQUIRE ALL OF THE ISSUED SHARES OF UNISPLENDOUR TECHNOLOGY (HOLDINGS) LIMITED

(OTHER THAN THOSE ALREADY OWNED AND/OR AGREED TO BE ACQUIRED BY THE JOINT OFFERORS AND PARTIES ACTING IN CONCERT WITH THEM)

Financial Adviser to the Joint Offerors

Independent financial adviser to the Independent Board Committee

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Reference is made to (i) the joint announcement dated 17 September 2019 issued by UNIC Capital Management Co., Ltd. (“ UNIC Capital ”), Sino Xin Ding Limited (“ Sino Xin Ding ”; together with UNIC Capital, the “ Joint Offerors ”) and Unisplendour Technology (Holdings) Limited (the “ Company ”) in relation to, among other things, the agreement regarding the sale and purchase of shares in the Company (the “ Share Purchase Agreement ”), (ii) the joint announcement dated 24 September 2019 in relation to the completion of the Share Purchase Agreement and (iii) the composite offer and response document dated 14 October 2019 jointly issued by the Joint Offeror and the Company (the “ Composite Document* ”). Unless otherwise stated, the capitalised terms used in this joint announcement shall have the same meanings as those defined in the Composite Document.

DESPATCH OF THE COMPOSITE DOCUMENT

The Composite Document containing among others, (i) the details of the Offer (including the expected timetable and terms of the Offer); (ii) the recommendations from the Independent Board Committee to the Independent Shareholders in relation to the Offer; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee in relation to the Offer; (iv) a property valuation report from RHL Appraisal Limited; and (v) other relevant information on the Joint Offerors and the Group as required by the Takeovers Code together with the Form of Acceptance has been despatched to the Independent Shareholders on 14 October 2019 in accordance with the Takeovers Code.

EXPECTED TIMETABLE OF THE OFFER

Set out below is the expected timetable of the Offer as extracted from the Composite Document. The timetable set out below is indicative only and may be subject to changes. Any changes to the timetable will be announced by the Joint Offerors and the Company as and when appropriate.

Unless otherwise expressly stated therein, all time and date references contained in this announcement and the Composite Document refer to Hong Kong time and dates.

Event

Time and Date

Despatch date of the Composite Document and the accompanying Form of Acceptance and the Offer opens for acceptance (Note 1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 14 October 2019

Latest time and date for acceptance of the Offer (Notes 1 & 2) . . . Closing Date (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4:00 p.m. on Monday, 4 November 2019 Monday, 4 November 2019

Announcement of the results of the Offer (or its extension or revision, if any), to be posted on the website of the Stock No later than 7:00 p.m. on Exchange and the Company (Note 2) . . . . . . . . . . . . . . . . . . . . . . . . . Monday, 4 November 2019

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Time and Date

Event

Wednesday, 13 November 2019

Latest date for posting of remittances in respect of valid acceptances received under the Offer (Note 3) . . . . . . . . . . . . . . . . .

Notes:

1. The Offer, which is unconditional, is made on the date of posting of the Composite Document, and is capable of acceptance on and from that date until 4:00 p.m. on the Closing Date, which falls at least 21 days following the date of posting of the Composite Document.

2. The latest time and date for acceptance will be at 4:00 p.m. on 4 November 2019 unless the Joint Offerors revise or extend the Offer in accordance with the Takeovers Code. The Joint Offerors and the Company will jointly issue an announcement through on the websites of the Stock Exchange (www.hkexnews.hk) and the Company (en.unistech.com.hk) no later than 7:00 p.m. on 4 November 2019 stating whether the Offer has been extended, revised or has expired. In the event that the Joint Offerors decide to revise or extend the Offer, the Offer will remain open until further notice and at least 14 days’ notice in writing will be given and an announcement will be made before the Offer is closed to those Independent Shareholders who have not accepted the Offer.

3. Remittances in respect of the cash consideration (after deducting the seller’s ad valorem stamp duty) payable for the Offer Shares will be despatched to the Independent Shareholders accepting the Offer by ordinary post at their own risk as soon as possible, but in any event within seven Business Days after the date of receipt by the Registrar of all relevant documents (receipt of which renders such acceptance complete and valid), in accordance with the Takeovers Code. Acceptance of the Offer shall be irrevocable and not capable of being withdrawn, except as permitted under the Takeovers Code. Please refer to paragraph 5 headed “Right of withdrawal” in Appendix I to the Composite Document for further information on the circumstances where acceptances may be withdrawn.

Effect of bad weather on the latest time for acceptance of the Offer and/or the latest date for posting of remittances:

If there is (i) a tropical cyclone warning signal number 8 or above, or (ii) a “black” rainstorm warning signal:

• (a) in force in Hong Kong at any local time before 12:00 noon but no longer in force after 12:00 noon on the latest date for acceptance of the Offer and/or the posting of remittances for the amounts due in respect of valid acceptances received under the Offer (as the case may be), the latest time for acceptance of the Offer and/or the posting of remittances will remain at 4:00 p.m. on the same day; or

• (b) in force in Hong Kong at any local time between 12:00 noon and 4:00 p.m. on the latest date for acceptance of the Offer and/or the posting of remittances for the amounts due in respect of valid acceptances received under the Offer (as the case may be), the latest time for acceptance of the Offer and the posting of remittances will be rescheduled to 4:00 p.m. on the following Business Day.

Save as mentioned above, if the latest time for the acceptance of the Offer and the despatch of remittances do not take effect on the date and time as stated above, the other dates mentioned above may be affected. The Joint Offerors and the Company will notify the Shareholders by way of announcement(s), of any change in the expected timetable as soon as possible.

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IMPORTANT

The Offer is unconditional in all respects. Independent Shareholders are strongly advised to read the Composite Document carefully, including the letter from the Independent Board Committee and the letter from the Independent Financial Adviser to the Independent Board Committee before deciding whether or not to accept the Offer.

Independent Shareholders and/or potential investors of the Company should exercise caution when dealing in the securities of the Company. Persons who are in doubt as to the action they should take should consult their professional advisers.

By order of the board of directors of By order of the board of directors of UNIC Capital Management Co., Ltd.* Unisplendour Technology Mr. YUAN Yipei (Holdings) Limited Director Mr. ZHANG Yadong Chairman By order of the board of directors of Sino Xin Ding Limited Mr. YUAN Yipei Director

Hong Kong, 14 October 2019

As at the date of this joint announcement, the directors of UNIC Capital are Mr. YUAN Yipei, Mr. DU Yang, Mr. WANG Gang, Mr. WANG Huixuan and Mr. ZHANG Yadong.

As at the date of this joint announcement, the directors of Shanghai Qingxin are Mr. ZHANG Peng, Mr. LIU Dan and Mr. MENG Deqing.

As at the date of this joint announcement, the directors of Sino Xin Ding are Mr. YUAN Yipei and Mr. ZHANG Peng.

As at the date of this joint announcement, the Board of the Company comprises three executive Directors, namely Mr. ZHANG Yadong (Chairman), Mr. XIA Yuan (Chief Executive Officer) and Mr. ZHENG Bo; two non-executive Directors, namely Mr. LI Zhongxiang (Vice Chairman) and Mr. QI Lian; and three independent non-executive Directors, namely Mr. CUI Yuzhi, Mr. BAO Yi and Mr. PING Fan.

All Directors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Joint Offerors), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Joint Offerors) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement contained in this joint announcement misleading.

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All the directors of each of the Joint Offerors jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Group) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement contained in this joint announcement misleading.

All the directors of Shanghai Qingxin jointly and severally accept full responsibility for the accuracy of the information contained in this joint announcement (other than the information relating to the Group), and confirm, having made all reasonable enquires, that to the best of their knowledge, opinions expressed in this joint announcement (other than those expressed by the Group) have been arrived at after due and careful consideration and there are no other facts not contained in this joint announcement, the omission of which would make any statement contained in this joint announcement misleading.

• for identification purposes only

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