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Brightstar Technology Group Co., Ltd — Capital/Financing Update 2024
May 22, 2024
51450_rns_2024-05-22_0e07f5b1-4515-46df-9dc2-69bad16bda28.pdf
Capital/Financing Update
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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
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BRIGHTSTAR TECHNOLOGY GROUP CO., LTD 耀 星 科 技 集 團 股 份 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8446)
SUPPLEMENTAL AGREEMENT IN RELATION TO ACQUISITION OF 10% EQUITY INTEREST IN THE TARGET COMPANY
Reference is made to the discloseable transaction announcement of Brightstar Technology Group Co., Ltd (the ‘‘Company’’) dated 23 May 2023 (the ‘‘Announcement’’) in relation to the acquisition of 10% equity interest in Shenzhen Evolution Equation Technology Company Limited* (深圳市進化方程科技 有限公司) and the annual report of the Company published on 26 April 2024 (the ‘‘Annual Report’’). Unless otherwise defined, capitalised terms herein shall have the same meanings as those defined in the Announcement.
Pursuant to the Sale and Purchase Agreement, the Completion Date shall be the fifth (5th) business day after the date on which the conditions set out in the Sale and Purchase Agreement are fulfilled or such other date as the Purchaser and the Vendor may agree (not being later than the Long Stop Date, being 30 September 2023), and the Purchaser shall pay the Remaining Consideration of RMB10,000,000 within 20 business days after the Completion Date.
Subsequent to the Announcement, the Purchaser paid the first instalment of the Consideration, being RMB40,000,000 (equivalent to approximately HK$44,140,366), on 3 July 2023 and the Company notes that all conditions precedent under the Sale and Purchase Agreement were fulfilled by 30 September 2023, but the Completion did not take place and the Remaining Consideration was not paid within the aforesaid timeline as agreed in the Sale and Purchase Agreement. Taking into account that the Target Company had not completed the industrial and commercial registration to reflect the change in shareholding of the Target Shares and other supporting documents as of 31 December 2023, the Company and its auditors categorized the payment of the first instalment of the Consideration as the ‘‘prepayments for investment at fair value through other comprehensive income’’ in the audited consolidated statement of financial position of the Group as at 31 December 2023 in the Annual Report for prudence sake.
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In view of the parties’ intention to continue with the transactions under the Sale and Purchase Agreement, the Vendor and the Purchaser proceeded with the Completion on 23 April 2024 and the Vendor has transferred the Target Shares to the Purchaser. The Vendor and the Purchaser also entered into a supplemental agreement on 23 April 2024 (the ‘‘Supplemental Agreement’’) to confirm that the Completion had taken place and to amend certain terms of the Sale and Purchase Agreement such that the payment date of the Remaining Consideration has been postponed to 30 March 2024, and provided that neither party objects by the end of 30 March 2024, the payment date may be further postponed to 30 September 2024. It is also agreed in the Supplemental Agreement that the Vendor will not take any action against the Purchaser arising from and in connection with the late payment of the Remaining Consideration.
Save as disclosed in this announcement, all other major terms and conditions of the Sale and Purchase Agreement remain unchanged and in full force and effect.
As the Purchaser has not received any objection on the further extension of the payment date by the end of 30 March 2024, the payment date of the Remaining Consideration is further postponed to 30 September 2024. As at the date of this announcement, the Remaining Consideration has been paid by the Purchaser.
By order of the Board Brightstar Technology Group Co., Ltd Cui Hai Bin Chairman and Executive Director
Hong Kong, 22 May 2024
- For identification purpose only
As at the date of this announcement, the Board comprises three executive Directors, namely, Mr. Cui Hai Bin, Mr. Yeung Ho Ting Dennis and Ms. Zhang Yan Ling; and five independent non-executive Directors, namely, Ms. Jiang Yu E, Mr. Ji Gui Bao, Mr. Li Xiao Hua, Mr. Jiang Peiyan and Mr. Chen Chen Lijun.
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM 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 announcement 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 announcement misleading.
This announcement will remain on the websites of the Stock Exchange at www.hkexnews.hk and of the Company at www.intechproductions.com.
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