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RoboSense Technology Co., Ltd — Capital/Financing Update 2020
Dec 28, 2020
50628_rns_2020-12-28_db19a061-a96c-4475-86f4-b3f9881c66f9.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 ON PLEDGE OF CERTAIN SHARES BY THE CONTROLLING SHAREHOLDER
All members of the board of directors of Luoyang Glass Company Limited (the “ Company ”) warrant the truthfulness, accuracy and completeness of the contents of this announcement, and accept several and joint responsibilities for the false information, misleading statements contained in or material omissions in this announcement.
This announcement is made by the Company pursuant to Rules 13.09 and 13.17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).
Recently, the Company received a notice on pledge of the shares of the Company from China Luoyang Float Glass Group Co., Ltd.* ( 中國洛陽浮法玻璃集團有限責任 公司 ) (“ CLFG ”), the controlling shareholder (as defined under the Listing Rules) of the Company, particulars of which are announced as follows:
(I) PURPOSE OF THE SHARE PLEDGE
CLFG, as the pledgor, and Triumph Science & Technology Co., Ltd.* ( 凱盛科 技集團有限公司 ) (“ Triumph Group ”), as the pledgee, have entered into the Maximum Amount Share Pledge Agreement (the “ Pledge Agreement ”), pursuant to which, CLFG shall pledge 39,040,041 domestic shares of the Company held by it to Triumph Group (the “ Share Pledge ”) as the counter guarantee for the
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provision of guarantee by Triumph Group for the external debts of CLFG and its subsidiaries (including the Company and its subsidiaries) from 1 January 2017 to 31 December 2026, and the cap of the counter guarantee shall be RMB3,620,164,000. The Share Pledge came into effect on 24 December 2020.
From 1 January 2017 to the date of this announcement, details of the guarantees provided by Triumph Group to the Company and its subsidiaries are as follows:
Guarantees relating to the Company
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The guarantee made by Triumph Group as guarantor and The Export-Import Bank of China Henan Branch* ( 中國進出口銀行河南省分行 ) as lender relating to a total credit of RMB300,000,000 granted to the Company;
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The guarantee made by Triumph Group as guarantor and Bank of China Limited Xigong Sub-branch* ( 中國銀行股份有限公司西工支行 ) as lender relating to a total credit of RMB99,990,000 granted to the Company;
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The guarantee made by Triumph Group as guarantor and China Construction Bank Corporation Luoyang Branch* ( 中國建設銀行股份有限公司洛 陽分行 ) as lender relating to a total credit of RMB49,000,000 granted to the Company;
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The guarantee made by Triumph Group as guarantor and China Everbright Bank Company Limited Luoyang Branch* ( 中國光大銀行股份有限公 司洛陽分行 ) as lender relating to a total credit of RMB70,000,000 granted to the Company;
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The guarantee made by Triumph Group as guarantor and Bank of Pingdingshan Co., Ltd. Luoyang Branch* ( 平頂山銀行股份有限公司 洛陽分行 ) as lender relating to a total credit of RMB100,000,000 granted to the Company;
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The guarantee made by Triumph Group as guarantor and China Guangfa Bank Co., Ltd. Shangdu Sub-branch* ( 廣發銀行股份有限公司商都 支行 ) as lender relating to a total credit of RMB200,000,000 granted to the Company;
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The guarantee made by Triumph Group as guarantor and Industrial Bank Co., Ltd. Zhengzhou Branch* ( 興業銀行股份有限公司鄭州分行 ) as lender relating to a total credit of RMB120,000,000 granted to the Company;
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The guarantee made by Triumph Group as guarantor and Hengfeng Bank Co., Ltd. Zhengzhou Branch* ( 恒豐銀行股份有限公司鄭州分行 ) as lender relating to a total credit of RMB50,000,000 granted to the Company;
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The guarantee made by Triumph Group as guarantor and China CITIC Bank Corporation Limited Luoyang Branch* ( 中信銀行股份有限公司洛陽 分行 ) as lender relating to a total credit of RMB100,000,000 granted to the Company;
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The guarantee made by Triumph Group as guarantor and China Zheshang Bank Co., Ltd. Zhengzhou Branch* (浙商銀行股份有限公司鄭州分行) as lender relating to a total credit of RMB50,000,000 granted to the Company;
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The guarantee made by Triumph Group as guarantor and Shanghai Pudong Development Bank Co., Ltd. Luoyang Branch* ( 上海浦東發展銀 行股份有限公司洛陽分行 ) as lender relating to a total credit of RMB100,000,000 granted to the Company;
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The guarantee made by Triumph Group as guarantor and China Bohai Bank Co., Ltd. Zhengzhou Branch* ( 渤海銀行股份有限公司鄭州分行 ) as lender relating to a total credit of RMB50,000,000 granted to the Company;
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The guarantee made by Triumph Group as guarantor and China Minsheng Banking Corp., Ltd. Zhengzhou Branch* ( 中國民生銀行股份有限公司 鄭州分行 ) as lender relating to a total credit of RMB100,000,000 granted to the Company; and
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The guarantee made by Triumph Group as guarantor and Hua Xia Bank Co., Limited Luoyang Branch* ( 華夏銀行股份有限公司洛陽分行 )as lender relating to a total credit of RMB100,000,000 granted to the Company.
Guarantees relating to CNBM (Hefei) New Energy Co., Ltd. (中建材(合肥) 新能源有限公司 ) (“Hefei New Energy”, a wholly-owned subsidiary of the Company)*
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The guarantee made by Triumph Group as guarantor and Industrial Bank Co., Ltd. Qingyang Road Sub-branch* ( 興業銀行股份有限公司青陽 路支行 ) as lender relating to a total credit of RMB100,000,000 granted to Hefei New Energy;
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The guarantee made by Triumph Group as guarantor and Hefei Science & Technology Rural Commercial Bank Company Limited Qilitang Subbranch* ( 合肥科技農村商業銀行股份有限公司七里塘支行 ) as lender relating to a total credit of RMB150,000,000 granted to Hefei New Energy;
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The guarantee made by Triumph Group as guarantor and Shanghai Pudong Development Bank Co., Ltd. High-tech Zone Sub-branch* ( 上海浦東發展 銀行股份有限公司高新區支行 ) as lender relating to a total credit of RMB100,000,000 granted to Hefei New Energy;
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The guarantee made by Triumph Group as guarantor and China Zheshang Bank Co., Ltd. Hefei Branch* ( 浙商銀行股份有限公司合肥分行 ) as lender relating to a total credit of RMB50,000,000 granted to Hefei New Energy; and
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The guarantee made by Triumph Group as guarantor and China Construction Bank Corporation Zhonglou Sub-branch* ( 中國建設銀行股份有限公 司鐘樓支行 ) as lender relating to a total credit of RMB30,000,000 granted to Hefei New Energy.
Guarantee relating to CNBM (Tongcheng) New Energy Materials Co., Ltd.*( 中國建材桐城新能源材料有限公司 ) (“Tongcheng New Energy”, a wholly-owned subsidiary of the Company)
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The guarantee made by Triumph Group as guarantor and Shanghai Pudong Development Bank Co., Ltd. Anqing Branch* ( 上海浦東發展銀行 股份有限公司安慶市分行 ) as lender relating to a total credit of RMB50,000,000 granted to Tongcheng New Energy; and
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The guarantee made by Triumph Group as guarantor and Hefei Science & Technology Rural Commercial Bank Company Limited Lujiang Sub-branch* ( 合肥科技農村商業銀行股份有限公司廬江支行 ) as lender relating to a total credit of RMB10,000,000 granted to Tongcheng New Energy.
Guarantees relating to CNBM (Yixing) New Energy Resources Co., Ltd. ( 中 建材(宜興)新能源有限公司 ) (“Yixing New Energy”, a non-wholly-owned subsidiary of the Company)*
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The guarantee made by Triumph Group as guarantor and Bank of Jiangsu Co., Ltd. Yixing Sub-branch* ( 江蘇銀行股份有限公司宜興支行 ) as lender relating to a total credit of RMB150,000,000 granted to Yixing New Energy;
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The guarantee made by Triumph Group as guarantor and Jiangsu Yixing Rural Commercial Bank Company Limited Fandao Sub-branch* ( 江蘇宜興 農村商業銀行股份有限公司範道支行 ) as lender relating to a total credit of RMB210,000,000 granted to Yixing New Energy;
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The guarantee made by Triumph Group as guarantor and Shanghai Pudong Development Bank Co., Ltd. Wuxi Branch* ( 上海浦東發展銀行股份有 限公司無錫分行 ) as lender relating to a total credit of RMB50,000,000 granted to Yixing New Energy;
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The guarantee made by Triumph Group as guarantor and China Everbright Bank Company Limited Wuxi Branch* ( 中國光大銀行股份有限公司 無錫分行 ) as lender relating to a total credit of RMB80,000,000 granted to Yixing New Energy;
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The guarantee made by Triumph Group as guarantor and Hua Xia Bank Co., Limited Wuxi Branch* ( 華夏銀行股份有限公司無錫分行 ) as lender relating to a total credit of RMB50,000,000 granted to Yixing New Energy;
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The guarantee made by Triumph Group as guarantor and Bank of Ningbo Co., Ltd. Wuxi Branch* ( 寧波銀行股份有限公司無錫分行 ) as lender relating to a total credit of RMB100,000,000 granted to Yixing New Energy; and
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The guarantee made by Triumph Group as guarantor and China Merchants Bank Co., Ltd. Dingshu Branch* ( 招商銀行股份有限公司丁蜀分行 ) as lender relating to a total credit of RMB50,000,000 granted to Yixing New Energy.
Guarantees relating to Bengbu China National Building Materials Information Display Materials Company Limited ( 蚌埠中建材信息顯示 材料有限公司 ) (“Bengbu CNBM Information Display”, a wholly-owned subsidiary of the Company)
- The guarantee made by Triumph Group as guarantor and Suyin Financial Leasing Co., Ltd.* ( 蘇銀金融租賃股份有限公司 ) as lender relating to a total credit of RMB150,000,000 granted to Bengbu CNBM Information Display.
Guarantees relating to Puyang China National Building Materials Photovoltaic Materials Company Limited ( 中建材(濮陽)光電材料有限公 司 ) (“Puyang CNBM Photovoltaic Materials”, a wholly-owned subsidiary of the Company)
- The guarantee made by Triumph Group as guarantor and The Export-Import Bank of China Henan Branch* ( 中國進出口银行河南省分行 ) as lender relating to a total credit of RMB300,000,000 granted to Puyang CNBM Photovoltaic Materials.
(II) PARTICULARS OF THE SHARE PLEDGE
- Pledgor: CLFG
Pledgee: Triumph Group
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CLFG and Triumph Group have completed the procedures for the Share Pledge with China Securities Depository and Clearing Corporation Limited* ( 中國證券登記結算有限責任公司 ) with 24 December 2020 as the registration date of the Shares Pledge. The expiration date of the Share Pledge is 31 December 2026. The shares under the Share Pledge were 39,040,041 domestic shares not subject to trading moratorium, representing 4.16% of the total shares held by CLFG and 7.12% of the total share capital of the Company.
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The shares under the Share Pledge were not used as guarantee for performance compensation under major assets restructuring or other security purposes, and the relevant shares are not subject to potential performance compensation obligations.
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As at the date of this announcement, CLFG holds a total of 111,195,912 shares in the Company, representing 20.27% of the total share capital of the Company; the accumulated number of shares pledged is 55,597,956, representing 50% of the total shares held by CLFG in the Company and 10.14% of the total share capital of the Company.
The number of the pledged shares of CLFG which will become due within the following year is 0. CLFG has a good credit standing and the corresponding repayment ability, and has not conducted any activities, such as appropriation of non-operating capital and guarantee in breach of regulation, which will jeopardize the interests of the Company. The Shares Pledge will not affect the production and operation, and corporate governance of the Company, and the relevant shares are not subject to potential performance compensation obligations.
By order of the Board Luoyang Glass Company Limited Zhang Chong* Chairman
Luoyang, the PRC 28 December 2020
As at the date of this announcement, the Board comprises five executive directors: Mr. Zhang Chong, Mr. Xie Jun, Mr. Ma Yan, Mr. Wang Guoqiang and Mr. Zhang Rong; two non-executive directors: Mr. Ren Hongcan and Mr. Chen Yong; and four independent non-executive directors: Mr. Jin Zhanping, Mr. Ye Shuhua, Mr. He Baofeng and Ms. Zhang Yajuan.
- For identification purposes only
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