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RoboSense Technology Co., Ltd — Capital/Financing Update 2014
Dec 16, 2014
50628_rns_2014-12-16_43972b10-942c-4de3-bc25-8cf771f67f30.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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ANNOUNCEMENT IN RESPECT OF THE PROGRESS OF THE SIGNIFICANT ASSET RESTRUCTURING
Luoyang Glass Company Limited* (the “ Company ”) and all members of the board (the “ Board ”) of directors (the “ Directors ”) of the Company warrant the truthfulness, accuracy and completeness of the contents of this announcement, and accept several and joint responsibilities for any false information, misleading statements or material omissions in this announcement.
This announcement is made by the Company pursuant to the Inside Information Provisions under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
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Since the Company was in the process of planning a significant asset restructuring, upon application, trading in the Company’s A shares was continuously suspended from 14 July 2014. According to the relevant announcement published by the Company in Shanghai on 15 November 2014, trading in the Company’s A shares was continuously suspended from 17 November 2014 for not more than 30 days since the relevant work has not yet been completed. During the suspension period, the Company has timely fulfilled its obligation of information disclosure, and published relevant announcements in Shanghai on 19 July 2014, 26 July 2014, 2 August 2014, 9 August 2014, 13 August 2014, 20 August 2014, 27 August 2014, 3 September 2014, 10 September 2014, 13 September 2014, 20 September 2014, 27 September 2014, 11 October 2014, 15 October 2014, 22 October 2014, 29 October 2014, 5 November 2014, 12 November 2014, 15 November 2014, 22 November 2014, 29 November 2014, 6 December 2014 and 13 December 2014 respectively.
The Company has held a Board meeting on 16 December 2014 which resolved to approve the Proposal of Delay in Resumption of Trading of Shares of the Company. Since the relevant work in respect of this significant asset restructuring of the Company has not yet been completed, it is approved that resumption of trading in the Company’s A shares would be delayed.
1. Basic Information of this Significant Asset Restructuring
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(1) Since the Company was in the process of planning a significant asset restructuring, trading in the Company’s A shares was continuously suspended from 14 July 2014.
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(2) Background for the Company to plan for this significant asset restructuring: first, it is to improve the current business situation of the Company in order to enhance profitability of the Company; and secondly, it is to fulfill the undertakings by the de facto controller of the Company, China National Building Material Group Corporation* ( 中國建築材料集團有限公司 ), to solve horizontal competition.
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- (3) Framework of this significant asset restructuring: it is expected that the counterparty would be the controlling shareholder of the Company, China Luoyang Float Glass (Group) Company Limited* ( 中國洛陽浮法玻璃集團有 限責任公司 ), and the transaction would include but not limit to assets swap and issuance of shares to acquire assets and raise supporting funds. The assets proposed to be disposed of are expected to be the common float glass business and subsidiaries engaging in other businesses of the Company and relevant rights of debts, etc. The assets proposed to be acquired are expected to be the 100% equity interest in Bengbu China National Building Materials Information Display Materials Company Limited* ( 蚌埠中建材信息顯示材料有限公司 ).
2. Main Works of the Company during the Suspension Period
During the suspension period, the Company and the relevant parties have actively worked on the due diligence investigation, legal, audit and valuation work in respect of this significant asset restructuring, conducted thorough research and analysis on the proposal of the significant asset restructuring and fulfilled the obligation of information disclosure in a timely manner and released an announcement in relation to the progress of such matter at the interval of every five trading days. Currently, the Company has basically completed the due diligence investigation, legal, audit and valuation work in respect of this significant asset restructuring. The preliminary plan of this significant asset restructuring and the relevant disclosure documents have been pre-reviewed by the State-owned Assets Supervision and Administration Commission of the State Council and the Shanghai Stock Exchange, respectively.
3. The Necessity and Reasons for the Continuous Suspension of the Company
Currently, the Company and the relevant parties are in the final stage of implementing and completing the relevant matters of this significant asset restructuring. Since the H shares of the Company are listed on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and the A shares of the Company are listed on the Shanghai Stock Exchange, the relevant disclosure documents of this significant asset restructuring have to be reviewed by the relevant regulatory authorities, and before a Board meeting is held in respect of this significant asset restructuring, the Company has to obtain the approvals in principal comment from the relevant regulatory authorities. Until now, the relevant review has not yet been completed. Therefore, the Board has agreed that trading in the Company’s A shares will be continuously suspended from 17 December 2014 for not more than 30 days in order to protect the interests of the investors and to actively promote the smooth development of this significant asset restructuring.
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After obtaining clearance from the relevant regulatory authorities on the relevant disclosure documents, the Company would hold a Board meeting in a timely manner to consider the matters in respect of this significant asset restructuring, and would make announcement(s) and resume trading of the Company’s shares as and when appropriate.
4. Suspension of Trading in the H Shares of the Company
At the request of the Company, trading in the H shares of the Company on the Stock Exchange was suspended with effect from 9:00 a.m. on Monday, 30 June 2014 pending the release of an announcement containing inside information of the Company.
By order of the Board Luoyang Glass Company Limited Ma Liyun* Chairman
Luoyang, the PRC 16 December 2014
As at the date of this announcement, the Board comprises four executive Directors: Mr. Ma Liyun, Mr. Ni Zhisen, Ms. Sun Lei and Mr. Xie Jun; two non-executive Directors: Mr. Zhang Chengong and Mr. Zhang Chong; and four independent non-executive Directors: Mr. Huang Ping, Mr. Dong Jiachun, Mr. Liu Tianni and Mr. Jin Zhanping.
* for identification purposes only
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