EX-8.1 9 v341826_ex8-1.htm EXHIBIT 8.1

 

The following table sets forth our subsidiaries which principally affect our results of operations and financial condition as of December 31, 2012 and 2011:

 

Name of Company

Place of incorporation or establishment

Attributable equity interest
held

Principal activity

        2012 2011    
Comtech Broadband Technology (Shenzhen) Co., Ltd.
(Formerly known as “Comloca Technology (Shenzhen) Company Limited”) (“Comtech Broadband SZ”)
  PRC   100% 100%   Sales of electronics components and related products
               
Comtech Broadband Corporation Limited (“Comtech Broadband”)   Hong Kong   70% 70%   Sales of electronics components and related products
               
Comtech Communication Technology (Shenzhen) Company Limited (“Comtech Communication”)   PRC   0% 100%   Sales of electronics components and related products (note a)
               
Comtech International (Hong Kong) Limited (“Comtech Hong Kong”)   Hong Kong   0% 100%   Sales of electronics components and related products (note a)
               
Comtech Software Technology (Shenzhen) Company Limited (“Comtech Software”)   PRC   0% 100%   Sales of electronics components and related products and research and development of software products (note a)
               
Epcot Multimedia Technology (SZ) Co. Ltd. (“Epcot”)   PRC   0% 100%   Provision of media communication and collaboration platforms and solutions (note a)
               
Shenzhen Comtech International Limited (“Shenzhen Comtech”)   PRC   100% 100%   Sales of electronics components and related products (note b)
               
Shanghai Comtech Electronic Technology Company Limited (“Shanghai Comtech”)   PRC   100% 100%   Sales of electronics components and related products (note a)
               
Shanghai E&T System Company Limited (“Shanghai E & T”)   PRC   100% 100%   Sales of electronics components and related products (note c)
               
Shenzhen Huameng Software Company Limited (“Huameng PRC”)   PRC   100% 100%   Provision of technology and engineering services, outsourcing, network system integration and related training and maintenance services
               
Viewtran Technology (Shenzhen) Co., Limited (“Viewtran PRC”)   PRC   100% 100%   Provision of media communication and collaboration platforms and solutions
               
Comtech Digital Technology (Hong Kong) Limited (“Comtech Digital”)   Hong Kong   60% 60%   Sales and development of digital and industrial applications, microcontrollers and complementary products
               
Comtech Industrial (Hong Kong) Limited (“Comtech Industrial”)   Hong Kong   100% 100%   Sales and development of industrial applications, microcontrollers and complementary products
               
Mega Sky (Shenzhen) Limited (“Mega Sky SZ”)   PRC   100% 100%   Provision of industrial and microcontroller based system solutions and research and development of software products
               
Mega Smart (Shenzhen) Limited (“Mega Smart SZ”)   PRC   100% 100%   Provision of industrial and microcontroller based system solutions on customer, industrial, automotive, smart meter and smart grid markets

 

 
 

 

Note aPursuant to the Envision Agreement dated October 23, 2012, we sold certain subsidiaries, including Comtech Communication, Comtech Hong Kong, Comtech Software and Epcot, to Envision for a total consideration of USD78 million. The entire purchase price was fully received and transactions contemplated by the Envision Agreement closed on Date of Sale.

 

    One of our indirectly controlled subsidiaries, Shanghai Comtech, did not form part of the Disposal Group but its 100% equity interest is held by one of entities in the Disposal Group. In order to retain control over Shanghai Comtech, we, through one of our wholly-owned subsidiaries, entered into legal arrangements with the Disposal Group pursuant to which the Disposal Group agrees to hold the equity interest in Shanghai Comtech on behalf of our wholly-owned subsidiary, and waive its full rights and risks of ownership of the equity interests in favour of our wholly-owned subsidiary. Accordingly, we retain our control over Shanghai Comtech through such legal arrangements.

  

Note bWe exercise our control over Shenzhen Comtech through legal arrangements between Shenzhen Comtech’s legal shareholders and our wholly-owned subsidiary. The legal shareholders of Shenzhen Comtech are Huimo Chen, the mother of Jeffrey Kang, and Honghui Li, the Vice President of the Group, who hold 1% and 99% equity interest in Shenzhen Comtech respectively. The legal shareholders agree to hold the equity interest in Shenzhen Comtech on behalf of our wholly-owned subsidiary, and waive their full rights and risks of ownership of the equity interests in favor of our wholly-owned subsidiary.

 

Note cPrior to January 1, 2012, the legal shareholders of Shanghai E&T were Shenzhen Comtech and Honghui Li with equity interests of 95% and 5% respectively. Honghui Li entered into and was bound by legal arrangements, similar to those as described in note (b), with our wholly-owned subsidiary relating to his holding of 5% equity interest in Shanghai E&T and agreed to hold on behalf of our wholly-owned subsidiary waiving his full rights and risks of ownership of the equity interests in favor of our wholly-owned subsidiary.

 

On January 1, 2012, we instructed Shenzhen Comtech and Honghui Li to transfer 76% and 5% of their respective equity interest in Shanghai E&T to Shanghai Comtech. After the transfer, the legal shareholders of Shanghai E&T are Shenzhen Comtech and Shanghai Comtech, subsidiaries which we exercise our controls through legal arrangements (see notes (a) and (b)), with equity interest of 19% and 81% respectively.

 

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