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RoboSense Technology Co., Ltd — Capital/Financing Update 2017
Sep 27, 2017
50628_rns_2017-09-27_25058b21-fe0d-45a5-be7d-a61e02113841.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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STATUS UPDATE AND FURTHER DELAY IN DESPATCH OF THE CIRCULAR IN RELATION TO (1) VERY SUBSTANTIAL ACQUISITIONS AND CONNECTED TRANSACTIONS; (2) PROPOSED ISSUANCE AND PLACING OF A SHARES; AND (3) APPLICATION FOR WHITEWASH WAIVER
Financial adviser to the Company
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References are made to (A) the announcements of Luoyang Glass Company Limited* (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 ”, and 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; (iii) 28 February 2017 and 21 June 2017 in relation to, among other things, the delay in despatch of the circular (the “ Delay Announcements ”); and (iv) 23 March 2017, 25 April 2017, 24 May 2017, 28 July 2017, 7 August 2017 and 31 August 2017 in relation to the update of the Transactions; and (B) the notices of the EGM and the H Shares Class Meeting of the Company dated 7 August 2017. Unless otherwise specified, capitalized terms used herein shall have the same meaning as those defined in the Announcement.
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As stated in the Delay Announcements, the Company has applied to the Executive for a waiver from strict compliance with Rule 8.2 of the Takeovers Code by extending the despatch date of the Circular to no later than 30 September 2017. On 20 June 2017, the Executive granted the extension of the latest date for despatch of the Circular to 30 September 2017.
As additional time is required for revising and finalizing certain information of the Circular in relation to the Reorganisation, including but not limited to, the financial, business and valuation information of the Target Companies and the Group, it is expected that the despatch date of the Circular will be further postponed to a date falling on or before 31 October 2017.
The Company has applied to the Executive for a waiver from strict compliance with Rule 8.2 of the Takeovers Code by further extending the despatch date of the Circular to no later than 31 October 2017 and the Executive has indicated that it is minded to grant consent to such waiver application.
As at the date of this announcement, save for condition (i), being the approval of the transactions contemplated under the respective Proposed Acquisitions Agreements by the Board, and condition (v), being the filing of the valuation results of the respective Target Companies as confirmed in the valuation reports of the respective Target Companies with the SASAC of the State Council, as set out in the Announcement, none of the Proposed Acquisitions Conditions Precedent has been fulfilled.
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 and therefore, may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.
By order of the Board Luoyang Glass Company Limited Zhang Chong* Chairman
Luoyang, the PRC 27 September 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 non-executive 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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