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RoboSense Technology Co., Ltd Capital/Financing Update 2021

Jan 20, 2021

50628_rns_2021-01-20_b1957ec0-fe0b-4e81-af68-0fe379566a35.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.

ANNOUNCEMENT ON THE GUARANTEES

TO BE PROVIDED TO SUBSIDIARIES OF THE COMPANY IN 2021

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.

IMPORTANT INFORMATION:

  • Name of the guaranteed subsidiaries:

  • 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* ”);

  • CNBM (Tongcheng) New Energy Materials Company Limited ( 中國建材 桐城新能源材料有限公司 ) (“ Tongcheng New Energy* ”);

  • CNBM (Hefei) New Energy Company Limited ( 中建材(合肥)新能源 有限公司 ) (“ Hefei New Energy* ”);

  • 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* ”);

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  1. CLFG Longhai Electronic Glass Limited ( 洛玻集團洛陽龍海電子玻 璃有限公司 ) (“ Longhai Glass* ”); and

  2. CNBM (Yixing) New Energy Resources Company Limited (中建材(宜興) 新能源有限公司 ) (“ Yixing New Energy* ”)

(The above subsidiaries of the Company are collectively referred to as the “ Guaranteed Subsidiaries ”, and the guarantees proposed to be provided by the Company to the Guaranteed Subsidiaries in 2021 are hereinafter referred to as the “ Guarantees ”)

  • Total amount of the Guarantees: not exceeding RMB1.23 billion

  • Provision of overdue guarantees by the Company: nil

I. SUMMARY OF THE GUARANTEES

According to the estimated capital requirements of the Guaranteed Subsidiaries for their daily production and operation in 2021, in order to support the business development of the Guaranteed Subsidiaries, the Company proposes to provide guarantees for the bank facilities applied by the Guaranteed Subsidiaries with an expected guaranteed amount of not more than RMB1.23 billion in total.

On 20 January 2021, the Board considered and approved the resolution of the Company in relation to the guarantee to be provided to the Guaranteed Subsidiaries in 2021.

The Board agreed that the aggregate guaranteed amount provided by the Company to the Guaranteed Subsidiaries in 2021 shall be not more than RMB1.23 billion. Based on the practical needs and provided that the total actual guaranteed amount shall not exceed the abovementioned guaranteed amount, the guaranteed amount among each of the guaranteed wholly-owned subsidiaries can be reallocated. Meanwhile, the Board approved the grant of authorization to the chairman of the Company to approve and sign the specific guarantee documents within the annual guarantee limit.

As the Guarantees are (i) provided after the total amount of external guarantees of the Company and its controlled subsidiaries reaches or exceeds 50% of the latest audited net assets; and (ii) provided to guaranteed target(s) whose gearing ratio exceeds 70%, in accordance with the Articles of Association of the Company, the Guarantees shall be subject to the approval at the general meeting of the Company. The notice of the general meeting containing, among others, the guarantees to be provided to the subsidiaries of the Company in 2021 will be despatched by the Company to the shareholders of the Company in due course.

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II. THE EXPECTED GUARANTEED AMOUNT

No. Guaranteed Subsidiaries Type of Guaranteed
Subsidiaries
Guaranteed
amount
(RMB0,000)
1 Bengbu CNBM
Information Display
A wholly-owned
subsidiary of the
Company
3,000.00
2 Tongcheng New Energy A wholly-owned
subsidiary of the
Company
40,000.00
3 Hefei New Energy A wholly-owned
subsidiary of the
Company
40,000.00
4 Puyang CNBM
Photovoltaic Materials
A wholly-owned
subsidiary of the
Company
15,000.00
5 Longhai Glass A wholly-owned
subsidiary of the
Company
5,000.00
6 Yixing New Energy A controlled subsidiary of
the Company
20,000.00
123,000.00

III. BASIC INFORMATION AND FINANCIAL POSITION OF GUARANTEED SUBSIDIARIES

1. Bengbu CNBM Information Display

Company address:

No. 123 Longjin Road, Longzi Lake, Bengbu City, Anhui Province, the People’s Republic of China (the “ PRC ”)

Legal representative: Ma Yan

Registered capital: RMB632,764,300

Scope of business: Research and development, production, sale and deep processing of ultra-thin glass; import and export of various commodities and by-products of its own and on agency basis; and sale of glass-related primary materials, auxiliary materials and other glass products and relevant technical services

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Financial position:

As at the end of 2019, total assets, total liabilities, net assets, operating income and net profit were RMB875,806,300, RMB128,464,400, RMB747,341,900, RMB140,914,700 and RMB11,122,200, respectively and its gearing ratio was 14.67% as at 31 December 2019. From January to September 2020, its operating income and net profit were RMB122,707,200 and RMB14,869,500, respectively. As at the end of September 2020, total assets, total liabilities and net assets were RMB854,296,800, RMB92,085,400 and RMB762,211,400, respectively and its gearing ratio was 10.78% as at 30 September 2020

2. Tongcheng New Energy

Company address:

North Third Road, Tongcheng Economic and Technological Development Zone, Anqing City, Anhui Province, the PRC

  • Legal representative: Zhang Rong

Registered capital: RMB133,388,980

  • Scope of business:

Research and development, production and sale of solar photovoltaic, solar thermal material, modules and auxiliary products material; import and export of products and technologies of its own and on agency basis (other than those restricted or prohibited by the state)

  • Financial position:

  • As at the end of 2019, total assets, total liabilities, net assets, operating income and net profit were RMB654,382,500, RMB399,187,700, RMB255,194,800, RMB242,100,400 and RMB12,892,400, respectively and its gearing ratio was 61.00% as at 31 December 2019. From January to September 2020, its operating income and net profit were RMB242,876,200 and RMB17,242,200, respectively. As at the end of September 2020, total assets, total liabilities and net assets were RMB779,569,300, RMB513,132,300 and RMB266,437,000, respectively and its gearing ratio was 65.82% as at 30 September 2020

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3. Hefei New Energy

  • Company address:

  • No.601 Changning Avenue, Hi-tech Zone, Hefei City, Anhui Province, the PRC

  • Legal representative: Zhang Rong

  • Registered capital: RMB268,000,000

  • Scope of business:

Research and development, production, sale of solar photovoltaic glass and deep-processing glass; import and export of technologies; investment in enterprises related to the solar photovoltaic industry; import and export of various commodities and technologies of its own and on agency basis

  • Financial position:

  • As at the end of 2019, total assets, total liabilities, net assets, operating income and net profit were RMB1,226,289,800, RMB828,636,700, RMB397,653,100, RMB729,224,300 and RMB42,803,300, respectively and its gearing ratio was 67.57% as at 31 December 2019. From January to September 2020, its operating income and net profit were RMB558,144,900 and RMB46,020,000, respectively. As at the end of September 2020, total assets, total liabilities and net assets were RMB1,277,341,200, RMB858,668,200 and RMB418,673,000, respectively and its gearing ratio was 67.22% as at 30 September 2020

4. Puyang CNBM Photovoltaic Materials

Company address: Industry Cluster District, Puyang County, Puyang City, Henan Province, the PRC

  • Legal representative: Ma Yan

  • Registered capital: RMB240,000,000

Scope of business: Production, processing and sale of solar thermal power glass, electronic glass and electronic information display glass; the processing of glass and the relevant raw materials; technical consultation and service for float glass, solar thermal power glass and photoelectricity information display glass

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Financial position:

As at the end of 2019, total assets, total liabilities, net assets, operating income and net profit w e r e R M B 8 0 1 , 1 1 7 , 6 0 0 , R M B 5 6 1 , 8 8 6 , 3 0 0 , RMB239,231,300, RMB191,000 and RMB194,900, respectively and its gearing ratio was 70.14% as at 31 December 2019. From January to September 2020, its operating income and net profit were RMB11,343,100 and RMB82,900, respectively. As at the end of September 2020, total assets, total liabilities and net assets were RMB760,769,200, RMB521,455,000 and RMB239,314,200, respectively and its gearing ratio was 68.54% as at 30 September 2020

5. Longhai Glass

  • Company address:

  • Shouyangshan Town,Yanshi City, Henan Province, the PRC

  • Legal representative: Ma Yan

  • Registered capital: RMB100,000,000

  • Scope of business:

Production, sale of float glass, electronic glass, flat panel display devices and materials; processing of glass and raw materials

  • Financial position:

As at the end of 2019, total assets, total liabilities, net assets, operating income and net profit were RMB501,369,600, RMB363,275,900, RMB138,093,700, RMB1,178,300 and RMB-17,390,700, respectively and its gearing ratio was 72.46% as at 31 December 2019. From January to September 2020, its operating income and net profit were RMB119,007,900 and RMB1,047,700, respectively. As at the end of September 2020, total assets, total liabilities and net assets were RMB481,574,000, RMB342,432,700 and RMB139,141,300, respectively and its gearing ratio was 71.11% as at 30 September 2020

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6. Yixing New Energy

Company address:

No.1 Xinyunlai Road, Taoyuan Development Zone, Gaoteng Town, Yixing City, Jiangsu Province, the PRC

  • Legal representative: Zhang Chong

  • Registered capital: RMB313,700,000

Scope of business:

  • Research and development of new energy technology; manufacture, processing, technological research, development and sale of glass products; foreign investment with own funds; import and export of various commodities and technologies of its own and on agency basis

  • Financial position:

As at the end of 2019, total assets, total liabilities, net assets, operating income and net profit were RMB1,219,645,800, RMB824,174,800, RMB395,471,000, RMB621,015,500 and RMB50,332,800, respectively and its gearing ratio was 67.57% as at 31 December 2019. From January to September 2020, its operating income and net profit were RMB742,840,800 and RMB98,919,500, respectively. As at the end of September 2020, total assets, total liabilities and net assets were RMB1,524,462,100, RMB1,063,459,300 and RMB461,002,800, respectively and its gearing ratio was 69.76% as at 30 September 2020

IV. INFORMATION ABOUT GUARANTEE CONTRACTS

The Guarantees shall be subject to the review and approval of relevant banks and their institutions. The actual guaranteed amount shall be subject to the final guarantee contracts to be executed and implemented. Each guaranteed amount and guarantee period shall be otherwise provided in specific contracts.

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V. VIEWS OF THE BOARD

The Board is of the view that due to (1) the provision of guarantees by the Company to the Guaranteed Subsidiaries is in line with the needs of the operation and development of the Company and will offer timely and effective support for the capital needs of the Guaranteed Subsidiaries; (2) all the Guaranteed Subsidiaries are subsidiaries of the Company with stable production and operation, and the risk under the guarantees is within control and will not prejudice the interests of the Company and all of its shareholders; and (3) the resolution in relation to the provision of guarantees by the Company to the Guaranteed Subsidiaries is fair and reasonable, and is in the interests of the Company and its shareholders as a whole, the Board recommends the shareholders to vote in favour of the relevant resolution to be proposed at the general meeting.

VI. VIEWS OF THE INDEPENDENT DIRECTORS

The independent Directors of the Company have approved the Guarantees in advance and expressed their independent opinions as follows:

The Guaranteed Subsidiaries which are expected to be guaranteed are all subsidiaries included in the consolidated financial statements of the Company. The provision of guarantees by the Company to the subsidiaries is to meet the requirements of the bank facilities of each of the Guaranteed Subsidiaries, which are reasonable to their normal production and operation. The decision-making procedures for the Guarantees are in compliance with the provisions of relevant laws, regulations and the Articles of Association of the Company and the risks under the Guarantees are within control with no prejudice to the interests of the Company and other minority shareholders. The independent Directors of the Company agree on the provision of the guarantees to the Guaranteed Subsidiaries by the Company in 2021 and the relevant arrangements on guaranteed amounts.

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VII. TOTAL AMOUNTS OF EXTERNAL GUARANTEES AND OVERDUE GUARANTEES

As at the date of this announcement, the actual external guarantees balance of the Company is RMB121.04 million, all of which are provided to the wholly-owned subsidiaries of the Company, representing 9.32% of the audited net assets of the Company as at 31 December 2019; representing 8.76% of the net asset (unaudited) of the Company as at 30 September 2020. The Company has no overdue guarantees.

By order of the Board Luoyang Glass Company Limited* Zhang Chong Chairman

Luoyang, the PRC 20 January 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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