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Comtec Solar Systems Group Limited — Capital/Financing Update 2015
Dec 10, 2015
49415_rns_2015-12-10_a9f6f005-fad2-4e5d-99bb-74553380832f.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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Sun East Technology (Holdings) Limited 日東科技(控股)有限公司 * (incorporated in Bermuda with limited liability)
(Stock code: 365)
ANNOUNCEMENT PURSUANT TO RULE 3.7 OF THE TAKEOVERS CODE, UNUSUAL PRICE AND TRADING VOLUME, INSIDE INFORMATION, PROPOSED ISSUE OF SUBSCRIPTION SHARES OR SECURITIES AND RESUMPTION OF TRADING
This announcement is made pursuant to Rule 3.7 of The Code on Takeovers and Mergers of Hong Kong (the “ Takeovers Code ”), Rule 13.09 and Rule 13.10 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the inside information provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
The Board of Directors (the “ Directors ”) of Sun East Technology (Holdings) Limited (the “ Company ”) announces that the Company is currently under negotiation with potential investors, who are independent third parties (the “ Investors ”) in connection with a proposed issue and allotment of new shares or issue of securities to the Investors (the “ Proposed Transaction ”). The Proposed Transaction, if materializes, may lead to a change of control in the Company.
It should be noted that the negotiation with the Investors is in a preliminary stage. As at the date of this announcement, neither the Company nor any of its subsidiaries has entered into any legally binding agreement(s) or contract(s) in respect of the Proposed Transaction. The Proposed Transaction may or may not proceed. Accordingly, shareholders of the Company and investors should exercise caution when dealing in the shares of the Company.
In accordance with Rule 3.7 of the Takeovers Code, monthly announcement(s) setting out the progress of Proposed Transaction will be made until announcement of firm intention to make an offer under Rule 3.5 of the Takeovers Code or of a decision not to proceed with an offer is made. The Company will make further announcements in respect of the Proposed Transaction if and when required in accordance with the Listing Rules and the Takeovers Code.
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In compliance with Rule 3.8 of the Takeovers Code, the relevant securities of the Company as at the date of this announcement is 525,000,000 shares. Save for the aforesaid, the Company has no other relevant securities (as defined in Note 4 to Rule 22 of the Takeovers Code) as at the date of this announcement.
The associates of the Company (including shareholders of the Company having interests of 5 per cent. or more in the relevant securities of the Company) are hereby reminded to disclose their dealings in any securities of the Company under Rule 22 of the Takeovers Code. In accordance with Rule 3.8 of the Takeovers Code, reproduced below is the full text of Note 11 to Rule 22 of the Takeovers Code:
“Responsibilities of stockbrokers, banks and other intermediaries
Stockbrokers, banks and others who deal in relevant securities on behalf of clients have a general duty to ensure, so far as they are able, that those clients are aware of the disclosure obligations attaching to associates and other persons under Rule 22 and that those clients are willing to comply with them. Principal traders and dealers who deal directly with investors should, in appropriate cases, likewise draw attention to the relevant Rules. However, this does not apply when the total value of dealings (excluding stamp duty and commission) in any relevant security undertaken for a client during any 7 day period is less than $1 million.
This dispensation does not alter the obligation of principals, associates and other persons themselves to initiate disclosure of their own dealings, whatever total value is involved.
Intermediaries are expected to co-operate with the Executive in its dealings enquiries. Therefore, those who deal in relevant securities should appreciate that stockbrokers and other intermediaries will supply the Executive with relevant information as to those dealings, including identities of clients, as part of that co-operation.”
“Executive” referred to above has the meaning ascribed to it under the Takeovers Code.
The Directors have also noted the recent fluctuation in price and trading of the shares of the Company. Having made all due enquiries with respect to the Company as is reasonable in the circumstances, the Board confirms that it is not aware of any reason for such fluctuation in price and trading or of any information which must be announced to avoid a false market in the Company’s securities or of any inside information that needs to be disclosed under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) apart from the announcement above.
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RESUMPTION OF TRADING OF SHARES OF THE COMPANY
At the request of the Company, trading in the shares of the Company on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) was halted with effect from 1:00 p.m. on Thursday, 10 December 2015 pending the release of this announcement. An application has been made to the Stock Exchange for resumption of trading in the shares of the Company with effect from 9:00 a.m. on Friday, 11 December 2015.
By Order of the Board Sun East Technology (Holdings) Limited BUT Tin Fu Chairman
Hong Kong, 10 December 2015
At the date of this announcement, the directors of the Company are Mr. But Tin Fu, Mr. But Tin Hing, Mr. Leung Cheong and Mr. Leung Kuen, Ivan as executive directors; and Mr. See Tak Wah, Prof. Xu Yang Sheng and Mr. Li Wanshou as independent non-executive directors.
* For identification purposes only
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading.
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