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RoboSense Technology Co., Ltd Capital/Financing Update 2008

Jan 8, 2008

50628_rns_2008-01-08_15111138-5c3b-4fa7-8cc3-92461ceefc00.pdf

Capital/Financing Update

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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness, and expressly disclaims any liability whatsoever for any loss howsoever arising or in reliance upon the whole or any part of the contents of this announcement.

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1108)

DISCLOSEABLE TRANSACTION IN RELATION TO THE DISPOSAL OF THE COMPANY’S IDLE PRODUCTION LINE

Reference is made to the 8 October Announcement and 28 December Announcement, respectively.

The Board is pleased to announce that on 28 December 2007, the Company and Ruyang Welfare Factory, an Independent Third Party to the Company, entered into the Contract pursuant to which the Company agreed to sell and Ruyang Welfare Factory agreed to purchase the Production Line at a consideration of RMB35,000,000 (approximately HK$37,100,000).

As the relevant percentage ratio of the Disposal is more than 5% but less than 25%, the Disposal constitutes a discloseable transaction of the Company under Rule 14.06(2) of the Listing Rules. A circular containing, amongst other things, further details of the Disposal will be dispatched to the Shareholders as soon as practicable.

Trading in the H shares of the Company on the Stock Exchange has been suspended since 31 October 2006 and will remain to be suspended until further notice.

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INTRODUCTION

Reference is made to the 8 October Announcement, in which the Company announced that Mr. Gao Tianbao, the Director and General Manager of the Company, was authorized by the Board to dispose the Production Line. In the 28 December Announcement, the Company preliminarily announced details of the Disposal.

The Board is pleased to announce that on 28 December 2007, the Company and Ruyang Welfare Factory, an Independent Third Party to the Company, entered into the Contract pursuant to which the Company agreed to sell and Ruyang Welfare Factory agreed to purchase the Production Line at a consideration of RMB35,000,000 (approximately HK$37,100,000).

DISCLOSEABLE TRANSACTION

The Contract

(1) Date

28 December 2007

(2) Parties

Seller: The Company

Purchaser: Ruyang Welfare Factory, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Ruyang Welfare Factory and its ultimate beneficial owner are third parties independent of the Company and the connected persons of the Company (as defined in the Listing Rules)

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(3) Details of the transaction

The Company and Ruyang Welfare Factory entered into the Contract on 28 December 2007 pursuant to which the Company has agreed to sell the Production Line to Ruyang Welfare Factory.

(4) Consideration

The consideration of the Production Line is RMB35,000,000 (approximately HK$37,100,000), which is to be satisfied by Ruyang Welfare Factory in cash. Ruyang Welfare Factory will transfer 30% of the consideration (i.e. RMB10,500,000) to the account designated by the Company within 10 days from the signing date of the Contract, while the remaining 70% of the consideration (i.e. RMB24,500,000) will be transferred to the account designated by the Company before 30 March 2008.

If Ruyang Welfare Factory fails to settle the first 30% of the consideration within 10 days from the signing date of the Contract, the Contract will be automatically terminated thereafter.

The net book values of the Production Line as at 31 December 2006 and 31 August 2007 were RMB11,740,682.48 (audited) and RMB10,622,500 (unaudited), respectively. Henan Yatai, a professional surveyor in the PRC, has been appointed to assess the value of the Production Line. Henan Yatai has adopted depreciation price method (成新率價格法) (which is a wellrecognised asset valuation method and the necessary valuation procedures such as physical inspection, market survey and estimation, etc. were implemented) in valuing the Production Line, which was valued at RMB34,945,300 as at 31 August 2007. The disparity between the unaudited net book value and the valuation amount of the Production Line by Henan Yatai was owing to the different valuation principle and method adopted by the respective parties in the calculation and valuation of the Production Line. The consideration was determined through arm’s length negotiations between both parties with reference to the net book value and the valuation amount of Production Line by Henan Yatai and the current market value of similar assets in the market in the same area.

Based on the reasons above, the Board (including independent non-executive Directors) considers that the consideration and the terms of the Contract are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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(5) Delivery of the Production Line

After Ruyang Welfare Factory executes the Contract and settles the consideration in accordance with the Contract, the Company will start to examine and repair the Production Line to be disposed in order to ensure that the Production Line examined and repaired can be normally operated. The examination and repair costs are expected to be approximately RMB5,000,000 (which does not include the cold repair cost), which shall be borne by the Company. After examination and repair, both parties will deliver the Production Line at the Company’s registered address.

(6) Other terms of the Contract

  • i. The Company’s Undertaking and Warranty

The Company has undertaken and warranted that it is a corporate legal person registered and subsisted according to the law and is entitled to execute and perform the Contract. The Production Line disposed has not been secured, pledged or owned by any third parties.

  • ii. Ruyang Welfare Factory’s Undertaking and Warranty

Ruyang Welfare Factory has undertaken and warranted that it is a corporate legal person registered and subsisted according to the law and is entitled to execute and perform the Contract, and warranted to pay the consideration pursuant to the Contract.

  • iii. Liability for Breach of Contract

In the event that either party violates the obligation specified in the Contract, the defaulting party shall bear the liability for the breach. Where loss is caused to the non-defaulting party, the defaulting party shall compensate the loss caused.

In case Ruyang Welfare Factory fails to pay the consideration according to the Contract on time, a 0.05% overdue payment penalty will be charged per day. If Ruyang Welfare Factory still fails to pay the consideration despite demanded by the Company, the Company will be entitled to terminate the Contract.

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iv. Remedy for Disputes

All disputes arising in connection with or in relation to the Contract including its existence, validity or termination shall be settled through timely negotiations between parties to the Contract. Where the disputes cannot be settled through negotiations between the parties, it shall be referred to the Luoyang Arbitration Commission for final arbitration in accordance with the existing valid arbitration rules. In case of any amendments made to the arbitration rules after execution of the Contract, the arbitration shall be conducted according to the latest amended version of the rules which have been passed and are effective.

  • v. Amendments of the Contract

All amendments to the Contract shall be made in written form and shall come into effect upon the signing and sealing by parties to the Contract.

The Company will comply with the Listing Rules to make further disclosures as and when any material amendments are made to the Contract.

  • vi. Effectiveness of the Contract

The Contract shall become effective upon the signing and sealing by the representatives authorized by parties to the Contract.

There is no condition precedent in the Contract.

(7) Reasons for the Disposal

The Company is principally engaged in the production and sale of float flat glass and reprocessed automobile glass. The Production Line to be sold is obsolete and not used by the Company currently. The Production Line is one of the float glass production lines of the Company which has stopped production since February 2006 due to expiry of operation and requirement of cold repair (cold repair is a procedure, in which the float glass production line stops production periodically for the renovation and redevelopment of equipments and materials and thereafter resumes production). Since the Production Line is located at the urban areas of Luoyang City, according to the policy of Luoyang government, the Production Line shall not restart production after its cold repair at the original place. The Production Line therefore has been idle since February 2006 and the Company has intended to sell the same.

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Upon completion of the Disposal, the Company is expected to realise a gain of approximately RMB24,377,500, which is the difference between the consideration of RMB35,000,000 and the unaudited net book value of the Production Line of RMB10,622,500 as at 31 August 2007. The Company intends to record such gain form the Disposal of approximately RMB24,377,500 in the accounts of the Group for the year ended 31 December 2007. The examination and repair costs of approximately RMB5,000,000 (which does not include the cold repair cost in which such cold repair cost shall be borne by Ruyang Welfare Factory) to be borne by the Company will be recorded in the accounts of the Group for the year ended 31 December 2008. A net profit of approximately RMB19,377,500 is expected to be realized from the Disposal. The sale proceeds will be used as general working capital of the Company. The terms of the Contract are arrived at after arm’s length negotiations which are on normal commercial terms. The Directors, including the independent non-executive Directors, consider that the Disposal is in ordinary course of business and on normal commercial terms and is fair and reasonable and in the interest of the Company and its Shareholders as a whole.

(8) Listing Rules implication

As the relevant percentage ratio of the Disposal is more than 5% but less than 25%, the Disposal constitutes a discloseable transaction of the Company under Rule 14.06(2) of the Listing Rules.

Information of the Production Line

The Production Line is 100% owned by the Company and is one of the Company’s float glass production lines consisting of idle production and auxiliary equipment, which locates at the urban areas of Luoyang and has stopped production since February 2006.

Information of the Company and Ruyang Welfare Factory

The Company is principally engaged in the production and sale of float flat glass and reprocessed automobile glass.

Ruyang Welfare Factory is principally engaged in the production and sale of handicrafts. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Ruyang Welfare Factory and its ultimate beneficial owner (an individual) are third parties independent of the Company and the connected persons of the Company (as defined in the Listing Rules).

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GENERAL

A circular containing, amongst other things, further details of the Disposal will be dispatched to the Shareholders as soon as practicable.

Trading in the H shares of the Company on the Stock Exchange has been suspended since 31 October 2006 and will remain to be suspended until further notice.

DEFINITIONS

“8 October the announcement of the Company dated 8 October 2007; Announcement” “28 December the announcement of the Company dated 28 December 2007; Announcement” “Board” the board of directors of the Company; “Company” Luoyang Glass Company Limited (洛陽玻璃股份有限公司), a joint stock limited company incorporated in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange (stock code: 1108); “Contract” a legally binding asset sale and purchase contract entered into between the Company and Ruyang Welfare Factory on 28 December 2007, pursuant to which the Company agreed to sell the Production Line to Ruyang Welfare Factory; “Directors” the directors of the Company, including the independent nonexecutive directors; “Disposal” the disposal of the Production Line by the Company to Ruyang Welfare Factory pursuant to the Contract; “Group” The Company and its subsidiaries;

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“Henan Yatai”

Henan Yatai Assets Valuation Company Limited, a professional surveyor in the PRC and an Independent Third Party;

“Hong Kong” the Hong Kong Special Administrative Region of the PRC; “Independent person(s) or company(ies) and their respective ultimate beneficial Third Party(ies)” owner(s) which, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, are third parties independent of and not connected with the Company and its subsidiaries and its connected persons (as defined in the Listing Rules); “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange; “percentage ratio” has the meaning ascribed to this term under the Listing Rules, as application to a transaction; “PRC” the People’s Republic of China which, for the purpose of this announcement, excludes Hong Kong and Macau and Taiwan; “Production Line” one of the Company’s float glass production lines consisting of idle production and auxiliary equipment, which locates at the urban areas of Luoyang and has stopped production since February 2006; “Ruyang Welfare Factory” Ruyang Arts and Crafts Welfare Factory* (汝陽縣工藝美術福利 廠), an enterprise incorporated in the PRC and an Independent Third Party; “Share(s)” share(s) of RMB1.00 each of the Company;

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“Shareholder(s)”

registered holder(s) of the Shares;

“Stock Exchange”

The Stock Exchange of Hong Kong Limited.

By order of the Board Zhu Leibo Chairman

Luoyang, the PRC

8 January 2008

  • For identification purpose only

As at the date of this announcement, the Board comprises five executive Directors: Mr. Zhu Leibo, Mr. Zhu Liuxin, Mr. Gao Tianbao, Mr. Xie Jun and Mr. Cao Mingchun, two non-executive Directors, Mr. Yang Weiping and Mr. Shen Anqin, and four independent non-executive Directors: Mr. Zhang Zhanying, Mr. Guo Aimin, Mr. Xi Shengyang and Mr. Ge Tieming.

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