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RoboSense Technology Co., Ltd — Capital/Financing Update 2007
Apr 4, 2007
50628_rns_2007-04-04_75d80f1b-a92e-4b49-aee6-f6e85f3cbc20.pdf
Capital/Financing Update
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(A joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1108)
ANNOUNCEMENT
Restructuring in relation to the Transfer of Shares in the Controlling Shareholder of the Company
This announcement is made pursuant to Rule 13.09 of the Listing Rules. Reference is made to the announcements made by the Company dated 18 December 2006 and 30 March 2007.
The Company and the Directors hereby warrant the truth, accuracy and completeness of the contents in this announcement, and accept joint responsibilities for any false information, misleading statements or material omission in this announcement.
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Following signing of a Framework Agreement on Strategic Cooperation and Share Transfer on 18 December 2006, Luoyang Ultimate Parent and CNBMG entered into a share transfer agreement on 2 April 2007 pursuant to which Luoyang Ultimate Parent agreed to transfer its 70% equity interests in CLFG to CNBMG at nil consideration under the administrative allocation to be directed by the State-owned Assets Supervision and Administration Commission of the State Council. After the completion of the Shareholding Reallocation, CNBMG will become the immediate controlling shareholder of CLFG who is the controlling shareholder of the Company, holding approximately 35.80% of the entire issued share capital of the Company. As CNBMG is wholly-owned by the PRC State (as is Luoyang Ultimate Parent before the completion of the Shareholding Reallocation), there has been no change in the ultimate beneficial ownership of the approximately 35.80% shareholding interest in the Company as a result of the Shareholding Reallocation.
A waiver from the strict requirements to make a mandatory offer pursuant to Rule 26 of the Takeovers Code was granted by the SFC to CNBMG subject to conditions.
The Company will ensure that any further disclosure or approval requirements under the Listing Rules as may in future be applicable to the Company in relation to the on-going implementation of the Restructuring Reallocation will be complied with.
THE SHAREHOLDING REALLOCATION
Following signing of a Framework Agreement on Strategic Cooperation and Share Transfer on 18 December 2006, Luoyang Ultimate Parent and CNBMG entered into a share transfer agreement on 2 April 2007 pursuant to which Luoyang Ultimate Parent agreed to transfer its 70% equity interests in CLFG to CNBMG at nil consideration under the administrative allocation to be directed by the State-owned Assets Supervision and Administration Commission of the State Council. After the completion of the Shareholding Reallocation, CNBMG will become the immediate controlling shareholder of CLFG who is the controlling shareholder of the Company, holding approximately 35.80% of the entire issued share capital of the Company.
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The simplified group structure of the Company immediately before and immediately after the Shareholding Reallocation are as follows:
Immediately before the completion of the Shareholding Reallocation
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----- Start of picture text ----- PRC State100%Luoyang Ultimate China Construction Bank, China Great Wall AssetParent Henan Provincial Branch Management CorporationChina Orient Asset China Huarong AssetCNBMGManagement Corporation Management Corporation80.27%* 0.70%* 1.94%* 3.10%* 5.54%* 8.55%*A Shares CLFG H Shares14.20% 35.80% 50%Company----- End of picture text -----
- Sum of these shareholding percentages may differ from total due to rounding.
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Immediately after the completion of the Shareholding Reallocation
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----- Start of picture text ----- PRC State100%Luoyang Ultimate China Construction Bank, China Great Wall AssetParent Henan Provincial Branch Management CorporationChina Orient Asset China Huarong AssetCNBMGManagement Corporation Management Corporation10.27%* 70.70%* 1.94%* 3.10%* 5.54%* 8.55%*A Shares CLFG H Shares14.20% 35.80% 50%Company----- End of picture text -----
* Sum of these shareholding percentages may differ from total due to rounding.
Note: Changes marked in bold and italics.
Luoyang Ultimate Parent and CNBMG also entered into a share custody agreement on 2 April 2007 pursuant to which Luoyang Ultimate Parent’s equity interests in CLFG (which is 80.27% before the completion of the Shareholding Reallocation and 10.27% after the completion of the Shareholding Reallocation) have come under the custody of CNBMG for administration.
As CNBMG is wholly-owned by the PRC State (as is Luoyang Ultimate Parent before the completion of the Shareholding Reallocation), there has been no change in the ultimate beneficial ownership of the approximately 35.80% shareholding interest in the Company as a result of the Shareholding Reallocation, nor is there any change in the Company’s business as a result thereof. The Company will continue to be principally engaged in the production and sale of float flat glass and reprocessed automobile glass business.
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WAIVER GRANTED BY THE SFC
A waiver from the strict requirements to make a mandatory offer pursuant to Rule 26 of the Takeovers Code was granted by the SFC to CNBMG on the basis that the Shareholding Reallocation was effected at nil consideration without prejudice to, or any unequal treatment of, any shareholders of the Company, or contravening General Principle 1 of the Takeovers Code.
The waiver was granted on the conditions that, for the six months after the Shareholding Reallocation is completed, CNBMG and its concert parties may not make any arrangements having favourable conditions to Luoyang Ultimate Parent and its concert parties which are not extended to all shareholders, or otherwise that may be construed as a special deal under Rule 25 of the Takeovers Code for Luoyang Ultimate Parent and its concert parties, or any arrangements effectively contravening General Principle 1 of the Takeovers Code (and thus rendering the Shareholding Reallocation not being at nil consideration).
FUTURE COMPLIANCE WITH THE LISTING RULES
The Company will ensure that any further disclosure or approval requirements under the Listing Rules as may in future be applicable to the Company in relation to the on-going implementation of the Restructuring Reallocation will be complied with.
Trading in the H Shares of the Company on the Stock Exchange has been suspended since 31 October 2006 and will remain suspended pending release of further announcements by the Company relating to the recoverability of the Company’s receivables from CLFG and its associated companies.
DEFINITIONS
In this announcement, unless the context otherwise requires, the following terms shall have the following meanings:
“Board” means the board of Directors;
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“CLFG”
“CNBMG”
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“Company”
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“Directors”
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“Listing Rules”
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“Luoyang Ultimate Parent”
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“PRC”
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“SFC”
means China Luoyang Float Glass (Group) Company Limited, a PRC incorporated company with limited liability holding 35.80% of the total issued share capital of the Company;
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means China National Building Material Group Corporation, a wholly State-owned enterprise engaged in the building materials industry, including in the glass segment. The shares of its subsidiary, China National Building Material Company Limited, has been listed on the Main Board of the Stock Exchange since March 2006;
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means Luoyang Glass Company Limited, a joint stock limited company incorporated in the People’s Republic of China with limited liability, which is principally engaged in the production and sale of float flat glass and reprocessed automobile glass business and whose shares are listed on the Stock Exchange;
means the directors of the Company;
means The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited;
- means Luoyang State-owned Assets Operation Company, a wholly State-owned enterprise and the controlling shareholder of CLFG holding approximately 80.27% equity interests in CLFG before the completion of the Shareholding Reallocation;
means the People’s Republic of China;
means the Securities and Futures Commission;
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“Shareholding Reallocation”
- means the reallocation of controlling shareholding interest in the Company involving the transfer, by way of administrative allocation, of Luoyang Ultimate Parent’s 70% equity interests in CLFG to CNBMG pursuant to a share transfer agreement dated 2 April 2007;
“Stock Exchange”
means The Stock Exchange of Hong Kong Limited; and
“Takeovers Code”
means The Codes on Takeovers and Mergers and Share Repurchases.
By order of the Board
Liu Baoying Chairman
Luoyang, the PRC 4 April 2007
As at the date of this announcement, the Board comprises six executive Directors: Mr. Liu Baoying, Mr. Zhu Leibo, Mr. Zhang Shaojie, Mr. Zhu Liuxin, Mr. Jiang Hong and Mr. Ding Jianluo, and four independent non-executive Directors: Mr. Zhang Zhanying, Mr. Guo Aimin, Mr. Xi Shengyang and Mr. Dong Chao.
Please also refer to the published version of this announcement in The Standard / Sing Tao Daily.
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