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RoboSense Technology Co., Ltd — Capital/Financing Update 2021
Feb 22, 2021
50628_rns_2021-02-22_33385ccd-76ac-4897-8e5d-8414c33cbc5c.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 IN RESPECT OF THE GRANT OF APPROVAL BY CHINA NATIONAL BUILDING MATERIAL GROUP CO., LTD. REGARDING THE NON-PUBLIC ISSUANCE OF A SHARES*
References are made to the announcement of Luoyang Glass Company Limited* (the “ Company ”) dated 30 December 2020 in relation to (1) proposed Non-public Issuance of A Shares; (2) connected transaction in relation to the proposed subscription for A Shares by Triumph Group; and (3) Specific Mandate (the “ Announcement ”) and the supplemental announcement dated 20 January 2021. Unless the context otherwise indicated, capitalised terms used herein shall have the same meaning as those defined in the Announcement.
On 22 February 2021, the Company was informed by Triumph Group, its indirect controlling shareholder, that Triumph Group has received the “Approval on Matters in Relation to the Non-public Issuance of A Shares by Luoyang Glass Company Limited*” (《關於洛陽玻璃股份有限公司非公開發行 A 股股票有關問題 的批覆》) (the “ Approval ”) from CNBMG. As such, the approval from the relevant state-owned assets supervision and administration authority for the Non-public Issuance of A Shares has been obtained.
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The principal contents of the Approval are as follows:
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CNBMG has agreed in principle to the proposal of Non-public Issuance of A Shares of the Company.
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CNBMG has agreed in principle for the Company to issue not exceeding 30% of the total share capital of the Company through non-public issuance prior to this issuance to not more than 35 (inclusive) investors including Triumph Group, that is, not exceed 164,562,129 (inclusive) A Shares. The Issue Price shall not be lower than 80% of the average trading price of the Company’s A Shares over the 20 trading days preceding the first day of the offering period and the Company’s latest audited net asset value per Share attributable to the Shareholders of ordinary shares of the Company before the issuance under the Non-public Issuance of A Shares, whichever is higher. The proceeds to be raised will not exceed RMB2 billion (inclusive) for exclusive use in CNBM (Tongcheng) New Energy Materials Company Limited* ( 中國建材桐城新能源材料有限 公司 ) Project of Photovoltaic Cell Encapsulating Material for Solar Equipment, CNBM (Hefei) New Energy Company Limited* ( 中建材(合肥)新能源有限 公司 ) Project of Photovoltaic Cell Encapsulating Material for Solar Equipment, repayment of interest-bearing liabilities and replenishment of working capital.
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CNBMG has agreed in principle the subscription of the A Shares under the Nonpublic Issuance of A Shares of the Company by Triumph Group in cash, with the number of shares to be subscribed for not being less than 13.62% (inclusive) of the shares to be issued, the number of A Shares to be subscribed for shall not exceed 70,975,646 shares, and the proportion of total shareholdings held by Triumph Group and parties acting in concert with it in the Company upon the completion of the issuance shall not be lower than 30%.
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In the process of implementation of the Non-public Issuance of A Shares, Triumph Group shall strictly comply with the relevant laws and regulations of the PRC, ensure strict organization and standardized operation. Triumph Group shall earnestly safeguard state-owned interests in accordance with the relevant rules and regulations regarding management of state-owned shares and promote the healthy development of the Company. Upon the completion of the Nonpublic Issuance of A Shares, Triumph Group shall fill in and report the relevant situation to the information system on management of state-owned shares in listed companies in accordance with the relevant requirements.
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The Non-public Issuance of A Shares is subject to consideration and the obtaining of the approval of Shareholders at the EGM and Class Meetings and the obtaining of the approval from the CSRC. The Company will actively facilitate the relevant work and perform its obligation of information disclosure in a timely manner.
The completion of the Non-public Issuance of A Shares and the Proposed Triumph Group Subscription is subject to fulfilment of certain conditions. Therefore, the Non-public Issuance of A Shares and the Proposed Triumph Group Subscription may or may not proceed. Shareholders and potential shareholders of the Company are reminded to exercise caution when dealing in the securities of the Company.
By order of the Board Luoyang Glass Company Limited Zhang Chong* Chairman
Luoyang, the PRC 22 February 2021
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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