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RoboSense Technology Co., Ltd — Capital/Financing Update 2015
May 12, 2015
50628_rns_2015-05-12_65bf8f21-794e-45d9-b0c1-ca7f85ce7988.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
The board of directors of Luoyang Glass Company Limited* (the “ Company ”) and all directors warrant that there are no false representations or misleading statements contained in, or material omissions from this announcement, and severally and jointly accept responsibilities for the truthfulness, accuracy and completeness of the contents contained herein.
References are made to the announcements of the Company dated 10 April 2015, 31 March 2015, 13 March 2015, 20 January 2015, 31 December 2014, 23 December 2014, 18 December 2014, 16 December 2014, 12 December 2014, 5 December 2014, 28 November 2014, 21 November 2014, 14 November 2014, 11 November 2014, 4 November 2014, 28 October 2014, 21 October 2014, 14 October 2014, 10 October 2014, 26 September 2014, 19 September 2014, 12 September 2014, 9 September 2014, 2 September 2014, 26 August 2014, 19 August 2014, 12 August 2014, 8 August 2014, 1 August 2014, 25 July 2014 and 18 July 2014 in relation to the significant asset restructuring. Capitalised terms used in this announcement shall have the same meanings as those defined in the announcements unless otherwise specified herein.
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This announcement is made by the Company pursuant to the Inside Information Provision under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
At the 33rd meeting of the seventh session of the board of directors of the Company convened on 31 December 2014, the proposal on significant asset swap, issuance of shares to acquire assets and raise supporting fund and connected transaction of the Company (the “ Transaction ”) and other relevant resolutions were considered and approved. Details of the Transaction have been disclosed in the announcement dated 31 December 2014 which is published on the websites of the Stock Exchange and Shanghai Stock Exchange. H Shares and A Shares of the Company have resumed trading since 2 January 2015 and 5 January 2015 respectively.
I. PROGRESS OF THE TRANSACTION
After disclosure of the restructuring proposal, the Company, the counterparty and relevant intermediaries have been actively carrying forward all the work in relation to the significant asset restructuring. Recently, the assessment results of the underlying assets under the significant asset restructuring have been filed with the SASAC. However, the Formal Agreement has not been entered into as the Company, CLFG and intermediaries are in the progress to amend and modify the proposal in relation to the Transaction pursuant to the Amendment to the Administrative Measures on Significant Asset Restructuring of Listing Companies with Regard to Applicable Opinions in Rule 14 and Rule 44 — Applicable Opinions No.12 on the Securities and Futures Laws (Zheng Jian Hui Gong Gao [2015] No.10) (《< 上市公司重大資產重 — 組管理辦法 > 第十四條、第四十四條的適用意見 證券期貨法律適用意見第12 號》( 證監會公告 [2015]10號)修訂版 ) and relevant requirements of Questions and Answers about Issuance of Shares by Listed Companies to Acquire Assets and Use of Supporting Proceeds (《關於上市公司發行股份購買資產同時募集配套資金用途等 問題與解答》) issued by the CSRC recently and it is expected that the Company will communicate with the SASAC and other regulators on or before 15 May 2015 for the pre-approval of the revised proposal in relation to the Transaction. Upon completion of relevant work, the Company will convene a Board meeting to consider all the matters involved in the Transaction then propose the same to the general meeting of the Company for consideration. The Company will, based on the progress of the significant asset restructuring, fulfill its obligations of information disclosure in a timely manner.
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II. SPECIAL NOTICE
As at the date of this announcement, there is no undisclosed matter of the Company that may lead to the change in the nature of the Transaction.
Risk factors involved and procedures to be performed in the Transaction have been disclosed in details in the proposal on significant asset swap, issuance of shares to acquire assets and raise supporting fund and connected transaction of Luoyang Glass Company Limited* (《洛陽玻璃股份有限公司重大資產置換及發行股份購 買資產並募集配套資金暨關聯交易預案》). As there are still uncertainties on the Transaction, shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.
The Company will perform its obligation of information disclosure in a timely manner pursuant to the Administrative Measures on Significant Asset Restructuring of Listing Companies (《上市公司重大資產重組管理辦法》) and other relevant regulations. An announcement on the progress of restructuring will be published every 30 days before issuing the notice of a general meeting for considering the restructuring. Shareholders and potential investors of the Company are advised to pay attention to the Company’s subsequent announcements and to be aware of investment risks involved.
By order of the Board Luoyang Glass Company Limited * Ma Liyun Chairman
Luoyang, the PRC 12 May 2015
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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.
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to CLFG) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.
The directors of CLFG accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to the Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.
- for identification purposes only
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