Comtec Solar Systems Group Limited — Capital/Financing Update 2011

Apr 1, 2011

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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SUN EAST TECHNOLOGY (HOLDINGS) LIMITED 日東科技（控股）有限公司 *

(Incorporated in Bermuda with limited liability)

(Stock code: 00365)

DISCLOSEABLE TRANSACTION

DISPOSAL OF EQUITY INTEREST IN A NON-WHOLLY OWNED SUBSIDIARY

Pursuant to an equity interest transfer agreement dated 31 March 2011 between the Subsidiary, an indirect wholly owned subsidiary of the Company, and the Purchaser, the Subsidiary has sold and the Purchaser has purchased 51% equity interest in the PRC Company at a total consideration of RMB10,200,000.

After the Disposal, the Subsidiary ceased to have any interest in the PRC Company and the PRC Company ceased to be a non-wholly owned subsidiary of the Company.

As the applicable percentage ratio in respect of the transaction contemplated under the Agreement exceeded 5% but was below 25%, the Agreement constituted a discloseable transaction of the Company under Chapter 14 of the Listing Rules.

THE AGREEMENT

Pursuant to the Agreement between the Subsidiary and the Purchaser, the Subsidiary has sold and the Purchaser has purchased 51% equity interest in the PRC Company. The principal terms of the Agreement are set out below:

Date:

31 March 2011

Vendor: The Subsidiary

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Purchaser: The Purchaser. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, the Purchaser is a third party independent of the Company and he is not a connected person of the Company.

Subject matter:

• 51% equity interest in the PRC Company representing the registered capital of RMB10,200,000 of the PRC Company

Consideration:

RMB10,200,000. The Purchaser shall pay the Subsidiary upon the completion of the registration for the change of shareholding and the name of the PRC Company by way of offsetting the Debt Consideration

After the Disposal, the Subsidiary ceased to have any interest in the PRC Company and the PRC Company ceased to be a non-wholly owned subsidiary of the Company.

The terms of the Agreement were arrived at after arm’s length negotiations between the contracting parties. The Consideration was determined by reference to the carrying value of the PRC Company. The Directors are of the view that the terms of the Agreement are fair and reasonable and in the interests of the shareholders of the Company as a whole.

INFORMATION OF THE GROUP AND THE PRC COMPANY

The principal activities of the Group consist of design, manufacturing and sale of production lines and production equipment as well as of trading and distribution of brand name production equipment.

The PRC Company was established in November 2010 with the registered capital of RMB 20,000,000. The registered capital was contributed as to RMB 10,200,000 by the Subsidiary which owned 51% equity interests in the PRC Company before the Disposal.

The PRC Company was principally engaged in, among others, developing, manufacturing and selling (a) automated production lines for electronic products, (b) automated warehouses for the logistic industry, (c) cleaning facilities for compressors and vehicle parts, (d) production lines for assembling vehicle parts.

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According to the audited financial statements of the PRC Company, the audited net asset value of the PRC Company was approximately RMB 19,882,000 as at 28 February 2011.

After the Disposal, the Group will continue the aforesaid business and keep on exploring business opportunities in the automated production facilities sector of the PRC

REASONS AND BENEFITS FOR THE TRANSACTION

The PRC Company was established in November 2010 with the aim that the Group in cooperation with the joint venture partner, who is familiar with the local markets in western China, could extend its production automation business to the western markets of China.

However, due to the difference in views over development strategy of the PRC Company between the Group and the joint venture partner, the PRC Company did not achieve the aim and was operated at an audited loss of approximately RMB 118,000 for the four months ended 28 February 2011.

As such, the Group decided to terminate the joint venture arrangement and dispose of the equity interests in the PRC Company.

Based on the carrying value of 51% equity interest in the PRC Company as at 28 February 2011, which amounted to approximately RMB10,140,000, the Company realized a gain of approximately RMB 54,000 from the Disposal.

IMPLICATIONS OF THE LISTING RULES

As one of the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) is more than 5% but less than 25%, the transaction contempleted under the Agreement constituted a discloseable transaction pursuant to Chapter 14 of the Listing Rules.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following terms have the meanings set opposite to them below:

“Agreement” the equity interest transfer agreement between the Subsidiary as transferor and the Purchaser as transferee in respect of the Disposal dated 31 March 2011;

“Board”

the board of Directors of the Company;

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“Company”

Sun East Technology (Holdings) Limited is a company incorporated in Bermuda whose shares are listed on The Stock Exchange of Hong Kong Limited (stock code: 365);

“Consideration”	RMB10,200,000 being the total consideration payable by the Purchaser
	to the Subsidiary pursuant to the Agreement;
“Debt Consideration”	a debt in the sum of RMB10,200,000 owed by the Subsidiary to the
	Purchaser as at 31 March 2011;
“Director(s)”	Director(s) of the Company;
“Disposal”	the disposal of 51% equity interest in the PRC Company by the
	Subsidiary pursuant to the terms of the Agreement;
“Group”	the Company and its subsidiaries;
“Listing Rules”	Rules Governing the Listing of Securities on The Stock Exchange of
	Hong Kong Limited;
“PRC”	The People’s Republic of China;
“PRC Company”	日東系統裝備（綿陽）有限公司(Sun East System Equipment Company
	Limited), a company established in the PRC and owned as to 51% by
	the Subsidiary prior to the completion of the Disposal;
“Purchaser”	燕澤山(Yan Ze Shan), a third party independent of the Company;
“Subsidiary”	Sun East Electronic Development (Shenzhen) Ltd (日東電子發展（深
	圳）有限公司), an indirect wholly owned subsidiary of the Company
	established in the PRC;
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong;

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Renminbi, the lawful currency of PRC; and

“RMB”

“%”

per cent.

By Order of the Board SUN EAST TECHNOLOGY (HOLDINGS) LIMITED But Tin Fu

Chairman

Hong Kong, 1 April 2011

As at the date of this announcement, the Executive Directors of the Company are Mr. But Tin Fu, Mr. But Tin Hing, Mr. Leung Cheong and Mr. Leung Kuen, Ivan; the Independent Non-executive Directors are Mr. See Tak Wah, Prof. Xu Yangsheng and Mr. Li Wanshou.

• For identification purposes only

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