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RoboSense Technology Co., Ltd — Capital/Financing Update 2017
Oct 9, 2017
50628_rns_2017-10-09_8b47ca86-f8a7-47af-bc55-18db21abab2f.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.
This announcement appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.
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ANNOUNCEMENT IN RESPECT OF THE APPROVAL BY THE SASAC OF THE STATE COUNCIL ON ISSUES RELATING TO THE ASSETS RESTRUCTURING AND SUPPORTING FUNDS RAISING OF THE COMPANY
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.
References are made to the announcements of the Company dated (i) 7 February 2017 in relation to its (a) very substantial acquisitions and connected transactions; (b) proposed issuance and placing of A shares (the “ Proposed A Share Placing ”, together with the very substantial acquisitions and connected transactions, the “ Transactions ”); and (c) application for whitewash waiver (the “ Announcement ”); (ii) 24 February 2017 in relation to, among other things, the update of the Proposed A Share Placing; and (iii) 7 August 2017 in relation to the update of the Transactions. Unless otherwise specified, capitalised terms used herein shall have the same meaning as those defined in the Announcement.
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The Board hereby announces that on 30 September 2017, the Company was informed by CNBMG, the ultimate controlling shareholder of the Company, that CNBMG has received the “Approval on Issues Relating to the Assets Restructuring and Supporting Funds Raising of Luoyang Glass Company Limited (關於洛陽玻璃股份有限公司 資產重組及配套融資有關問題的批覆)” (Guo Zi Chan Quan [2017] No. 1029) (the “ Approval ”) from the SASAC of the State Council. Details of the Approval are set out below:
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I. The overall plan of the Reorganisation of the Company was approved in principle. The subscription by Triumph Group for 10% of the total amount of proceeds that could be raised under the Proposed A Share Placing was approved.
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II. Upon completion of the Reorganisation, the total share capital of the Company shall not exceed 581,625,352 Shares, including 115,115,830 Shares, 71,365,976 Shares and 6,377,490 Shares to be held by CLFG, Bengbu Institute and Huaguang Group respectively, representing not less than 19.79%, 12.27% and 1.10% of the total share capital respectively; not more than 9,691,787 Shares to be held by Triumph Group; and 3,029,276 Shares and 1,877,247 Shares to be held by Hefei High-Tech and Yixing Environmental Technology respectively, representing not less than 0.52% and 0.32% of the total share capital respectively.
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III. The abovementioned state-owned companies shall exercise their shareholders’ rights properly in compliance with the relevant regulations in relation to management of stated-owned equity interests, so as to safeguard the state-owned interests and promote the healthy development of the Company.
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IV. CNBMG shall fill in and submit the relevant information in the Stated-owned Equity Interests Management Information System for the Listed Companies of the SASAC of the State Council within 10 working days upon completion of the relevant works of the Reorganisation.
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Completion of the Proposed Acquisitions, the issue of the Consideration Shares and the Proposed A Share Placing is subject to the satisfaction of the Proposed Acquisitions Conditions Precedent (including the granting of the Whitewash Waiver by the Executive) and therefore, may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.
The Executive may or may not grant the Whitewash Waiver. The granting of the Whitewash Waiver is a non-waivable condition precedent to the respective Proposed Acquisitions Agreements. If the Whitewash Waiver is granted by the Executive and approved by the Independent Shareholders, CNBMG and parties acting in concert with it will not be required to make a mandatory general offer which would otherwise be required as a result of the acquisition of the Consideration Shares. If the Whitewash Waiver is not granted by the Executive or the resolutions in respect of the Proposed Acquisitions Agreements and the transactions contemplated thereunder, the Specific Mandates and the Whitewash Waiver are not approved by the Independent Shareholders, the Proposed Acquisitions Agreements will be terminated and the Reorganisation will not proceed.
By Order of the Board of Luoyang Glass Company Limited Zhang Chong* Chairman
Luoyang, the PRC 9 October 2017
As at the date of this announcement, the Board comprises four executive Directors: Mr. Zhang Chong, Mr. Ni Zhisen, Mr. Wang Guoqiang and Mr. Ma Yan; one nonexecutive Director: Mr. Xie Jun; and four independent non-executive Directors: Mr. Jin Zhanping, Mr. Liu Tianni, Mr. Ye Shuhua and Mr. He Baofeng.
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement 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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