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Comtec Solar Systems Group Limited — Regulatory Filings 2016
Mar 4, 2016
49415_rns_2016-03-04_5bf2257e-ad6e-4d78-914b-788e25895cf9.pdf
Regulatory Filings
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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 INVESTMENT LIMITED 紫光科技戰略投資有限公司 (Incorporated in Hong Kong with limited liability)
SUN EAST TECHNOLOGY (HOLDINGS) LIMITED 日東科技 ( 控股 ) 有限公司 * (Incorporated in Bermuda with limited liability) (Stock code: 365)
JOINT ANNOUNCEMENT
DELAY IN DESPATCH OF COMPOSITE DOCUMENT IN RELATION TO UNCONDITIONAL MANDATORY CASH OFFER BY
QUAM SECURITIES COMPANY LIMITED
ON BEHALF OF UNIS TECHNOLOGY STRATEGY INVESTMENT LIMITED TO ACQUIRE ALL THE ISSUED SHARES (OTHER THAN THE EXCLUDED SHARES)
Reference is made to the joint announcement of Sun East Technology (Holdings) Limited (the “ Company ”) and Unis Technology Strategy Investment Limited (the “ Offeror ”) dated 14 February 2016 (the “ Joint Announcement ”) in respect of, among other things, subscription of Shares and Convertible Bonds by the Subscribers under specific mandate and possible unconditional mandatory cash general offer by Quam Securities Company Limited for and on behalf of the Offeror to acquire all the issued Shares (other than the Excluded Shares). Unless otherwise stated, terms used herein shall have the same meanings as ascribed to them in the Joint Announcement.
As set out in the Joint Announcement, subject to the UNISTECH Completion, the Offeror and the Company intend that a Composite Document in connection with the Offer setting out, inter alia , details of the Offer (including the expected timetable and terms of the Offer and accompanied by the acceptance and transfer forms) and incorporating the respective letters of advice from the Independent Board Committee and the Independent Financial Adviser on the Offer will be issued and despatched by the Offeror and the Company jointly to the Shareholders in accordance with the Takeovers Code. Pursuant to Rule 8.2 of the Takeovers Code, the Composite Document should be posted to the Shareholders within 21 days of the Joint Announcement (i.e. on or before 6 March 2016. Given that 6 March 2016 is not a Business Day, according to Note 3 to the definitions of the Takeovers Code, the deadline for the despatch
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of the Composite Document will be extended to 7 March 2016), or such other date as may be permitted by the Takeovers Code and agreed by the Executive and in compliance with the requirements of the Takeovers Code.
It is currently expected that the SGM is to be held on or about 11 April 2016. Given that the SGM is expected to be held on or about 11 April 2016 and that the approval by the Independent Shareholders of the Specific Mandate for the allotment and issue of the Subscription Shares, the Convertible Bonds and the Conversion Shares falling to be issued upon conversion of the Convertible Bonds is one of the conditions precedent to the UNISTECH Completion, the UNISTECH Completion cannot take place within the time period contemplated by Rule 8.2 of the Takeovers Code, that is, within 21 days of the date of the Joint Announcement or on or before 7 March 2016.
As the making of the Offer is conditional upon the UNISTECH Completion, an application has been made to seek the Executive’s consent under Note 2 to Rule 8.2 of the Takeovers Code to extend the deadline for the despatch of the Composite Document to a date falling within seven days of the UNISTECH Completion and the consent has been granted to extend the deadline for the despatch of the Composite Document to a date falling within seven days of the UNISTECH Completion or 17 June 2016, whichever is earlier.
Further announcement(s) will be made by the Company and the Offeror as and when appropriate in compliance with the Takeovers Code.
Shareholders and potential investors of the Company should note that as the Subscriptions are subject to a number of conditions precedent, there is no assurance that the Subscriptions will be completed. Further, as the Offer will only be made after the UNISTECH Completion, accordingly the Offer may or may not proceed. 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.
By Order of the board of By Order of the Board Unis Technology Strategy Investment Limited Sun East Technology (Holdings) Limited ZHAO Wei Guo BUT Tin Fu Director Chairman
Hong Kong, 4 March 2016
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.
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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 Company), 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 Company) 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 Yanhe, Mr. Li Zhongxiang, Mr. Zhao Yanlai, Mr. Li Yi, Mr. Zhang Yadong and Mr. Cao Yuangang 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 Company), 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 Company) 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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