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RoboSense Technology Co., Ltd Capital/Financing Update 2009

Apr 8, 2009

50628_rns_2009-04-08_724cc82d-de9b-443d-9909-170dd6db0e71.pdf

Capital/Financing Update

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

(Stock Code: 1108)

EXTENSION OF LONG STOP DATE RELATING TO COMPLETION OF LONGXIN GLASS SHARE TRANSFER AGREEMENT

The Board announces that as additional time is required for fulfillment of certain conditions precedent of the Longxin Glass Share Transfer Agreement, the Company and CLFG (being parties to the said agreement) agreed in writing on 8 April 2009 to extend the long stop date for fulfillment of the remaining unfulfilled conditions precedent to the Longxin Glass Share Transfer Agreement to on or before 30 September 2009 or such other date as may be agreed in writing between the Company and CLFG. All other terms of the Longxin Glass Share Transfer Agreement remain unchanged.

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Reference is made to the announcement dated 22 October 2007 and the circular (the “ Circular ”) dated 2 November 2007 of the Company in relation to, among other matters, the Longxin Glass Share Transfer Agreement entered into between the Company and CLFG in respect of the conditional acquisition by the Company from its controlling shareholder, CLFG, of a 50% equity interest in Longxin Glass.

As disclosed in the Circular, the Longxin Glass Share Transfer Agreement will become effective upon fulfillment of the following conditions:

  • a. having obtained the approval of the Longxin Glass Share Transfer Agreement by the independent Shareholders of the Company (meaning the then Shareholders of the Company other than CLFG and its associates within the meaning ascribed to it under the Listing Rules) at the extraordinary general meeting;

  • b. having obtained the approval of the Longxin Glass Share Transfer Agreement by the shareholders of Longxin Glass at a shareholders’ meeting;

  • c. Xinan Fada forfeits its pre-emption right to purchase shares in Longxin Glass; and

  • d. having obtained all necessary consents, authorisation and approvals from relevant government authorities and in accordance with the articles of association of the Company and CLFG.

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CLFG and Xinan Fada jointly established Longxin Glass on 5 September 2003, the shares of which were owned as to 50% by each of CLFG and Xinan Fada. Subsequently, in avoidance of competing interests between the Company and its controlling shareholder, CLFG, the latter entered into Longxin Glass Share Transfer Agreement on 22 October 2007 with the Company to transfer its 50% equity interest in Longxin Glass to the Company. Upon the signing of this agreement, CLFG immediately notified Xinan Fada of the Longxin Glass Share Transfer Agreement and requested Xinan Fada to forfeit its pre-emption right to purchase shares in Longxin Glass, yet no reply from Xinan Fada was received. Pursuant to clause 1 of Rule 72 under Chapter 3 of the Company Law of the People’s Republic of China, “before a shareholder transfers his or her shares to a party who is not an existing shareholder, approval of more than half of the remaining shareholders shall be obtained. Shareholder shall notify and seek approval of remaining shareholders in respect of the share transfer in writing. If remaining shareholders do not render a reply within 30 days from the date of receipt of the notification, he or she will be deemed to have agreed to the transfer. If more than half of the remaining shareholders disapprove the transfer, shareholders who raised disapproval shall purchase the equity interests under the transfer and those who do not purchase are deemed to have agreed to the transfer”. Pursuant to which, CLFG and the Company considered that Xinan Fada agreed upon the Longxin Glass Share Transfer Agreement and forfeited its preemption right. Subsequently, at the time when CLFG proposed to convene a shareholders meeting of Longxin Glass to confirm the Longxin Glass Share Transfer Agreement and make relevant amendments to the articles of association of Longxin Glass, Xinan Fada raised its disapproval upon the said share transfer and refused to attend the meeting. As a result, Longxin Glass failed to convene a shareholders meeting and proceed the change of share registration. On 31 March 2008, CLFG and the Company reached a common ground that the completion of the transfer of shares enables the Company to fulfill with the requirement of non-competing interests between the controlling shareholders and listed companies of China Securities Regulatory Commission. CLFG and the Company considered that Xinan Fada who did not purchase the equity interests under the transfer upon receipt of the notice regarding the transfer was deemed to have agreed to the Longxin Glass Share Transfer Agreement pursuant to the Company Law. Both parties agreed to postpone the fulfillment of the conditions precedent and shall make arrangement with Xinan Fada to convene a shareholders meeting of Longxin Glass and proceed the change of share registration as soon as possible.

At the extraordinary general meeting of the Company held on 18 December 2007, the Longxin Glass Share Transfer Agreement was duly approved by the independent Shareholders (meaning the then Shareholders of the Company other than CLFG and its associates within the meaning ascribed to it under the Listing Rules). Accordingly, one of the above conditions precedent to the Longxin Glass Share Transfer Agreement has been fulfilled.

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The Board announces that as additional time is required for fulfillment of the remaining conditions precedent of the Longxin Glass Share Transfer Agreement, the Company and CLFG agreed in writing on 8 April 2009 to extend the long stop date for fulfillment of the remaining unfulfilled conditions precedent to on or before 30 September 2009 or such other date as may be agreed in writing between the Company and CLFG. All other terms of the Longxin Glass Share Transfer Agreement remain unchanged. Please refer to the Company’s announcement dated 22 October 2007 and the Circular for further details of the Longxin Glass Share Transfer Agreement.

As at the date of this announcement, the Longxin Glass Share Transfer Agreement has not been completed pending the fulfillment of the remaining unfulfilled conditions precedent to the agreement.

Having considered the benefits of the acquisition of a 50% equity interest in Longxin Glass by the Company as disclosed in the Circular, the Board considers that it is in the best interest of the Company and its Shareholders as a whole to extend the long stop date for fulfillment of the remaining unfulfilled conditions precedent to the Longxin Glass Share Transfer Agreement. Further announcement will be made of any material developments relating to completion of the Longxin Glass Share Transfer Agreement.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

“Board” the board of Directors of the Company; “CLFG” China Luoyang Float Glass (Group) Company Limited (中國 洛陽浮法玻璃集團有限責任公司), a limited liability company incorporated in the PRC and the controlling shareholder of the Company holding a 35.8% equity interest in 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); “Director(s)” the director(s) of the Company, including the non-executive director and the independent non-executive directors;

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“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange; “Longxin Glass” 洛玻集團洛陽龍新玻璃有限公司 (CLFG Luoyang Longxin Glass Company Limited), a limited liability company incorporated in the PRC; “Longxin Glass Share the share transfer agreement entered into between the Company Transfer Agreement” and CLFG on 22 October 2007 in respect of the acquisition of a 50% equity interest in Longxin Glass by the Company from CLFG; “PRC” the People’s Republic of China which, for the purpose of this announcement, excludes Hong Kong and Macau and Taiwan; “Shareholder(s)” the holder(s) of the issued shares of the Company; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “Xinan Fada” 新安縣發達建設投資有限公司 (Xinan Fada Construction Investment Company Limited), one of the two shareholders of Longxin Glass. By order of the Board Luoyang Glass Company Limited Gao Tianbao Chairman

Luoyang, the PRC 8 April 2009

As at the date of this announcement, the Board comprises five executive Directors: Mr. Gao Tianbao, Mr. Xie Jun, Mr. Cao Mingchun, Mr. Song Jianming and Ms. Song Fei, one non-executive Director: Mr. Shen Anqin, and four independent non-executive Directors: Mr. Zhang Zhanying, Mr. Guo Aimin, Mr. Xi Shengyang and Mr. Ge Tieming.

* For identification purpose only

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