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Comtec Solar Systems Group Limited — Declaration of Voting Results & Voting Rights Announcements 2016
May 9, 2016
49415_rns_2016-05-09_2b1cacf5-4e2d-4f4d-b334-ecc4adeaa199.pdf
Declaration of Voting Results & Voting Rights Announcements
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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)
POLL RESULTS OF SPECIAL GENERAL MEETING
Reference is made to the Joint Announcement dated 14 February 2016 and the circular (the “ Circular ”) and the notice of special general meeting (the “ SGM ”) of Sun East Technology (Holdings) Limited (the “ Company ”) both dated 20 April 2016 in relation to, among others, the Subscription Agreements and the transactions contemplated thereunder, including the allotment and issue of the Subscription Shares and Convertible Bonds, the granting of the Specific Mandate and the proposed appointment of Directors. Unless the context otherwise requires, the capitalised terms used in this announcement shall have the same meaning as those defined in the Circular.
POLL RESULTS OF THE SGM
The Board is pleased to announce that the proposed resolutions (the “ Resolutions ”) as set out in the notice of SGM contained in the Circular were duly passed by way of poll at the SGM held on 9 May 2016. The Company’s branch share registrar in Hong Kong, Tricor Tengis Limited, was appointed as scrutineer at the SGM for the vote-taking.
As more than 50% of the votes were cast in favour of each of the Resolutions, all Resolutions were duly passed at the SGM as ordinary resolutions of the Company.
As at the date of the SGM, the total number of Shares in issue was 525,000,000 Shares.
As stated in the Circular, in view of Mr. But’s interest in the Subscription Agreements, Mr. But, his associates, including Mind Seekers and the Accepting Shareholders, and parties acting in concert with them, who collectively hold 52.22% of the total issued share capital of the Company, were required to abstain from voting on the Resolutions. Accordingly, the total number of Shares entitling the Independent Shareholders to attend and vote on the Resolutions at the SGM was 250,809,360 Shares, representing approximately 47.78% of the issued share capital of the Company as at the date of the SGM.
Due to an inadvertent mistake, 3,301,200 Shares held by Mr. But and 220,521,840 Shares held by Mind Seekers were cast in favour of the Resolutions at the SGM. Immediately upon discovery of the mistake,
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Mr. But informed the Company and the scrutineer of the SGM to disregard the aforesaid votes cast in favour of the Resolutions. In accordance with the Bye-laws, the above-mentioned 223,823,040 votes that were cast in favour of the Resolutions at the SGM were therefore disregarded from the poll results.
Save as disclosed above, (i) all Shareholders were entitled to attend and vote for or against the Resolutions at the SGM; (ii) no Shareholders entitled to attend was required to abstain from voting on the Resolutions at the SGM; (iii) no Shareholders were entitled to attend the SGM and abstain from voting in favour as set out in Rule 13.40 of the Listing Rules; and (iv) no Shareholder has stated in the Circular an intention to abstain or to vote against the Resolutions at the SGM.
As at the date of the SGM, the Subscribers and parties acting in concert with the Offeror did not hold any Shares and accordingly were not entitled to vote on any Resolutions at the SGM.
The poll results in respect of each of the Resolutions are as follows:
| Ordinary Resolutions | For^ Number of Shares (Approximate %) |
Against Number of Shares (Approximate %) |
|
|---|---|---|---|
| 1 | (a) To approve the UNISTECH Subscription as set out in the notice of the SGM.# |
87,517,380 (100.00%) |
0 (0.00%) |
| (b) To approve the RG Subscription as set out in the notice of the SGM.# |
87,443,380 (99.92%) |
74,000 (0.08%) |
|
| (c) To approve the Chen Subscription as set out in the notice of the SGM.# |
87,443,380 (99.92%) |
74,000 (0.08%) |
|
| (d) To approve the grant of the Specific Mandate as set out in the notice of the SGM.# |
87,517,380 (100.00%) |
0 (0.00%) |
|
| (e) To authorise the Directors to do all acts and execute all documents to give effect to the Subscriptions as set out in the notice of the SGM.# |
87,517,380 (100.00%) |
0 (0.00%) |
|
| 2 | (a) To approve, subject to passing of the ordinary resolution 1(a) above and the fulfillment or waiver of the conditions precedent set out in the UNISTECH Subscription Agreement, the appointment of the following candidates as Directors with effect from the date of despatch of the Composite Document to be jointly despatched by the Offeror and the Company in relation to the Offer |
||
| (i) Mr. Qi Lian as the executive Director.# | 87,517,380 (100.00%) |
0 (0.00%) |
|
| (ii) Mr. Xia Yuan as the executive Director.# | 87,517,380 (100.00%) |
0 (0.00%) |
|
| (b) To authorise the Board to fix the remuneration of Mr. Qi Lian and Mr. Xia Yuan.# |
87,517,380 (100.00%) |
0 (0.00%) |
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| Ordinary Resolutions | For^ Number of Shares (Approximate %) |
Against Number of Shares (Approximate %) |
|
|---|---|---|---|
| 3 | (a) To approve, subject to passing of the ordinary resolution 1(a) above, the fulfillment or waiver of the conditions precedent set out in the UNISTECH Subscription Agreement and the completion of the Offer, the appointment of Mr. Zhang Yonghong as the executive Director with effect from the completion of the Offer.# |
87,517,380 (100.00%) |
0 (0.00%) |
| (b) To authorise the Board to fix the remuneration of Mr. Zhang Yonghong.# |
87,517,380 (100.00%) |
0 (0.00%) |
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^ The votes in favour from the 3,301,200 Shares held by Mr. But and the 220,521,840 Shares held by Mind Seekers were disregarded and were not counted towards the total number of Shares in this poll results table.
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The full text of the Resolutions is set out in the notice of SGM.
Shareholders and potential investors of the Company should note that Completion is still subject to the fulfilment (or waiver, as the case may be) of other conditions precedent set out under the section headed “Conditions of the Subscriptions” in the Circular. Further announcement in relation to the Subscription and the Offer will be made by the Company as and when appropriate.
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.
For and on behalf of the Board Sun East Technology (Holdings) Limited But Tin Fu Chairman
Hong Kong, 9 May 2016
As at the date of this announcement, the Directors 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
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