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Comtec Solar Systems Group Limited — M&A Activity 2016
Jun 16, 2016
49415_rns_2016-06-15_e41cb47e-c9df-41aa-a3dc-58e91f3bc60c.pdf
M&A Activity
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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 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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for securities of the Company nor is it a solicitation of any vote or approval in any jurisdiction.
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UNIS TECHNOLOGY STRATEGY SUN EAST TECHNOLOGY INVESTMENT LIMITED (HOLDINGS) LIMITED 紫光科技戰略投資有限公司 日東科技(控股)有限公司 *
(Incorporated in Hong Kong with limited liability)
(Incorporated in Bermuda with limited liability) (Stock code: 365)
JOINT ANNOUNCEMENT
EXTENSION OF OFFER PERIOD
IN RELATION TO THE UNCONDITIONAL MANDATORY CASH OFFER BY QUAM SECURITIES COMPANY LIMITED
FOR AND ON BEHALF OF UNIS TECHNOLOGY STRATEGY INVESTMENT LIMITED TO ACQUIRE ALL THE ISSUED SHARES (OTHER THAN THE EXCLUDED SHARES) OF SUN EAST TECHNOLOGY (HOLDINGS) LIMITED
Financial Adviser to the Offeror
Quam Capital Limited
Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders
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VMS Securities Limited
Reference is made to (i) the joint announcement dated 14 February 2016 issued by the Offeror and the Company in relation to, among others, the Subscriptions and the Offer, (ii) the joint announcement dated
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30 May 2016 issued by the Offeror and the Company in relation to the completion of the Subscriptions, (iii) the joint announcement dated 2 June 2016 issued by the Offeror and the Company in relation to the despatch of the Composite Document, (iv) the Composite Document dated 2 June 2016 jointly issued by the Offeror and the Company and (v) the announcement dated 15 June 2016 issued by the Company relating to, inter alia, a profit warning (the “ Profit Warning Announcement ”). Unless otherwise defined, capitalised terms used herein shall have the same meanings as those defined in the Composite Document.
EXTENSION OF OFFER PERIOD
According to the timetable of the Offer as set out in the Composite Document, the Offer will be closed on 23 June 2016 (the “First Closing Date”). In light of the recent developments as disclosed in the Profit Warning Announcement, the Company and the Offeror will jointly publish a supplemental document (the “ Supplemental Document ”) containing, amongst other things, (i) the financial results of the Company for the financial year ended 31 March 2016; (ii) a supplemental letter from the Independent Financial Adviser; and (iii) any other additional information as required under Rule 8.5 of the Takeovers Code. The closing time and date of the Offer will be extended so as to provide additional time for the Independent Shareholders to consider the Offer in light of the audited annual results of the Group for the financial year ended 31 March 2016 which is expected to be announced on or before 30 June 2016 and will be included in the Supplemental Document.
The Offer will not be closed on the First Closing Date and will remain open for acceptance until further notice. Notice in writing will be given to the Shareholders at least 14 days before the Offer is closed. The Independent Shareholders shall have at least a further 14 days to tender their acceptances of the Offer after the issue of the Supplemental Document and an announcement on the next closing date of the Offer will be published as and when the Supplemental Document is issued in accordance with the requirements under the Takeovers Code.
In view of the above, the Independent Shareholders are strongly advised to consider the additional information to be included in the Supplemental Document carefully before deciding whether to or not to accept the Offer. Shareholders and potential investors of the Company are urged to exercise extreme caution when dealing in securities of the Company. Persons who are in doubt as to the action they should take should consult licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional advisers.
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All the other terms of the Offer as set out in the Composite Document and in the Form of Acceptance remain unchanged and apply to the extended offer.
By Order of the Board By Order of the Board Unis Technology Strategy Investment Limited Sun East Technology (Holdings) Limited ZHAO Weiguo QI Lian Director Chairman
Hong Kong, 15 June 2016
At the date of this announcement, the directors of the Company are Mr. Qi Lian, Mr. Xia Yuan, 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.
The 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 Offeror), and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions expressed by the Offeror) 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 in this joint announcement misleading.
As at the date of this joint announcement, Mr. Zhao Weiguo and Mr. Zhang Yadong are the directors of the Offeror.
The directors of the Offeror 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 inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions 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 in this joint announcement misleading.
As at the date of this joint announcement, Mr. Zhao Weiguo, Mr. Li Zhongxiang, Mr. Li Yanhe, Mr. Zhang Yadong, Mr. Li Yi, Mr. Qi Lian and Mr. Zhou Yanhua are the directors of Tsinghua Unigroup.
The directors of Tsinghua Unigroup 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 inquiries, that to the best of their knowledge, opinions expressed in this joint announcement (other than opinions 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 in this joint announcement misleading.
* For identification purposes only
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