AI assistant
RoboSense Technology Co., Ltd — Capital/Financing Update 2015
Mar 31, 2015
50628_rns_2015-03-31_777b956b-f004-4e78-9cb6-0e42613f0dbf.pdf
Capital/Financing Update
Open in viewerOpens in your device viewer
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.
==> picture [398 x 160] intentionally omitted <==
*
FURTHER DELAY IN DESPATCH OF CIRCULAR IN RELATION TO MAJOR AND CONNECTED TRANSACTIONS, APPLICATION FOR WHITEWASH WAIVER
AND
PROPOSED ISSUANCE AND PLACING OF A SHARES
References are made to the announcement of Luoyang Glass Company Limited (the “ Company ”) dated 31 December 2014 (the “ Announcement ”) in relation to, among other things, the major and connected transactions of the Company, the application for the Whitewash Waiver and the Proposed A Share Placing and the announcement of the Company dated 20 January 2015 in relation to the delay in despatch of the Circular (the “ Delay Announcement ”). Capitalised terms used herein shall have the same meanings as defined in the Announcement and the Delay Announcement unless the context requires otherwise.
— 1 —
As stated in the Delay Announcement, the Circular containing, among other things, (i) details of the Reorganisation, the Framework Agreement and the Formal Agreement, the transactions contemplated thereunder, the specific mandates, the Whitewash Waiver and the Proposed A Share Placing; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders on the Formal Agreement and the transactions contemplated thereunder, the specific mandates and the Whitewash Waiver; and (iii) a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders on the Formal Agreement and the transactions contemplated thereunder, the specific mandates and the Whitewash Waiver, is expected to be despatched to the Shareholders on or before 31 March 2015.
As stated in the Announcement, upon (i) finalisation of the valuation of the net assets/ (liabilities) of the Outgoing Entities; (ii) finalisation of the valuation of the amounts due from the Outgoing Entities to the Company; (iii) finalisation of the valuation of the net asset value of the Incoming Entity; (iv) completion of the audit work for the Outgoing Entities and the Incoming Entity; and (v) approval or filing (as the case may be) of valuation of the values of the Outgoing Entities and the Incoming Entity by the SASAC, the Company and CLFG will, based on arm’s length negotiations, enter into the Formal Agreement which will supersede the Framework Agreement.
Since the entering into of the Framework Agreement, the Company, the counterparty and relevant intermediaries have been actively carrying forward all the work in relation to the significant asset restructuring. As at the date of this announcement, the assessment on underlying asset has generally completed while the Company is proceeding with the filing procedure for state-owned assets appraisal in accordance with relevant requirements regarding state-owned assets appraisal administration. As the time of filing of valuation in relation to the Outgoing Entities and the Incoming Entity by the SASAC as well as the time of signing the Formal Agreement is uncertain as at the date of this announcement, the expected date of the announcement in relation to the Formal Agreement and therefore the date of the Circular is uncertain. The Company has applied to the Executive for a waiver from strict compliance with Rule 8.2 of the Takeovers Code such that the despatch date of the Circular will be further postponed from 31 March 2015 to a date falling on or before 31 May 2015 and the Executive has granted the consent to the postponement.
By order of the Board Luoyang Glass Company Limited Ma Liyun* Chairman
Luoyang, the PRC 31 March 2015
— 2 —
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 jointly and severally 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
— 3 —