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RoboSense Technology Co., Ltd — Capital/Financing Update 2017
Feb 15, 2017
50628_rns_2017-02-15_b9819c3b-12af-4640-847d-f9a862fdeb4c.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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INVESTMENT IN CONSTRUCTION OF PUYANG ULTRA-WHITE SOLAR THERMAL MATERIAL PROJECT
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.
The Investment Project
In accordance with the Company’s development strategies, with an aim to build up the Company into a new glass industry platform with high-end electronic glass and solar thermal material, etc., to grasp opportunities in the solar thermal glass material market, and thus realizing long-term sustainable development for the Company, the Company plans to invest in construction of an ultra-white solar thermal material project (the “ Investment Project ”) in the industrial cluster district of Puyang County, Henan Province, the People’s Republic of China (the “ PRC ”). Details of the Investment Project are as follows:
I. Investor of the Investment Project
Luoyang Luobo Furuida Commerce Co., Ltd.* (洛陽洛玻福睿達商貿有限公司), the wholly-owned subsidiary of the Company, will change its registered address and rename as “CNBMG (Puyang) Photoelectric Material Co., Ltd.* (中建 材(濮陽)光電材料有限公司), and thereafter it will act as the investor of the Investment Project.
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II. Size and Product Portfolio of the Investment Project
The Company will newly build an ultra-white solar thermal material production line with a daily melting capacity of 400 tonnes, which is estimated to produce 14 million square meters of solar thermal power generation raw materials for glasses production and 2.80 million square meters of high-end auto windshield and dashboard glass materials annually, and at the same time, build an ancillary deep processing production line of solar thermal power generation reflector with an annual production capacity of 6.80 million square meters.
III. Total Investment of the Investment Project
The total investment amount of the Investment Project is expected to be RMB800,300,000, of which the investment in construction is RMB728,200,000, the interest expenses during the construction phase are RMB12,100,000, and the working capital is RMB60,000,000.
Among the investment in construction of RMB728,200,000, RMB218,460,000 is the self-owned funds of the investor and the balance of RMB509,740,000 shall be loans borrowed from banks by the investor.
The Company proposes to make a capital contribution of RMB239,500,000 million to the investor for the construction of the Investment Project.
IV. Construction Schedule of the Investment Project
The Investment Project is scheduled to start construction in April 2017, and is expected to be completed and go into operation after twelve-month construction.
V. Necessity and Benefits for Construction of the Investment Project
The ultra-white solar thermal materials produced by the Investment Project are important base materials for solar thermal power generation and scarce highend products in the PRC. At present, only few leading enterprises in the world possess relevant technologies. The ultra-white solar thermal materials are one of the indispensable components for the new energy development in the PRC, in line with the requirements under the National Thirteenth Five-year Plan and industrial policies and for technological progress. It is expected that the market capacity of solar thermal glass in the PRC is very large with a very bright market prospect.
Meanwhile, in accordance with the development strategy, the Company proposes to develop the business of new energy materials for the purposes of continuously enriching and optimising its product structure, grabbing market share in domestic and overseas emerging markets and fostering new growth points, so as to improve its overall competitiveness. Therefore, the Investment Project also satisfies the development needs of the Company.
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The Investment Project is located in a key positon in the northeast of Henan Province, the PRC, where is the junction of Hebei, Henan and Shandong provinces. Its market coverage can reach to those three provinces with obvious location advantage in terms of water, electricity and natural gas supply and transportation conditions. As the headquarter of Zhongyuan Oilfield (a national strategic reserves of natural gas) is located in that area, it has sufficient and stable energy supply. Besides, with full supports from the local government to the construction of the Investment Project, the investment environment is excellent.
Opinions of the Board
On 14 February 2017, the 23rd meeting of the Eighth Session of the Board of the Company considered and approved the Resolution in respect of Change of Name, Registered Address and Business Scope and Increase in Registered Capital of Luoyang Luobo Furuida Commerce Co., Ltd.* (洛陽洛玻福睿達商貿有限公司), a Whollyowned Subsidiary of the Company and the Resolution in respect of Investment and Construction of Puyang Ultra White Solar Thermal Material Project. The results of the above resolutions are 11 affirmative votes, 0 objected vote and 0 abstained vote.
Upon completion of the Investment Project, the monopoly of foreign enterprises will be effectively broken, and it is expected that the emerging domestic market of ultrawhite solar thermal materials will be supplemented. Meanwhile, upon completion, the Investment Project is expected to be able to further optimise the Company’s existing product structure and enhance the Company’s competitiveness and sustainable development capacity in the industry.
In view of the present great market space in the domestic market of solar thermal materials and the existence of potential incomers, there may be certain competitive pressure in the future. Furthermore, as the Investment Project will construct the first independently-developed production line of ultra-white solar thermal material in the PRC, there will be a long climbing period at the initial stage of production. Nevertheless, the Company has been engaged in the production and sale of photoelectric material for a long time with a steady and effective marketing network and research & development team. In addition, the Company will take possible market risks and technical risks under control through adopting measures to strengthen the synergies in terms of industry chain and technology within the system of the controlling shareholder. Meanwhile, the Company will track market trends in a timely manner and adopt effective measures to enhance risk control.
As the construction of the Investment Project is fair and reasonable and in the interests of the Company and its shareholders as a whole, the Board recommends the shareholders of the Company to vote in favor of the relevant ordinary resolution(s) to be proposed at the EGM.
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General Information
The transaction contemplated under the Investment Project does not constitute a significant assets restructuring under the Measures for Administration of Significant Assets Restructuring of Listed Companies (《上市公司重大資產重組管理辦法》) promulgated by China Securities Regulatory Commission.
The transaction contemplated under the Investment Project does not constitute a notifiable transaction under Chapter 14 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) or a connected transaction under Chapter 14A. If the Company is required to make disclosure or obtain the approval from the shareholders of the Company in accordance with the Listing Rules when constructing the Investment Project, the Company will promptly carry out the relevant procedures in accordance with the Listing Rules.
EGM
According to the requirements of the listing rules of the Shanghai Stock Exchange, the construction of Investment Project is subject to the approval at an extraordinary general meeting (the “ EGM ”) of the Company.
The Company proposes to convene the EGM on 10 April 2017 to, among other things, seek the approval from the shareholders of the Company for construction of the Investment Project. The ordinary resolution(s) proposed at the EGM shall be voted on by way of poll. The notice of the EGM will be dispatched to the shareholders of the Company as soon as possible.
By order of the Board Luoyang Glass Company Limited Zhang Chong* Chairman
Luoyang, the PRC 15 February 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; three nonexecutive Directors: Mr. Zhang Chengong, Mr. Xie Jun and Mr. Tang Liwei; and four independent non-executive Directors: Mr. Jin Zhanping, Mr. Liu Tianni, Mr. Ye Shuhua and Mr. He Baofeng.
- For identification purposes only
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