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RoboSense Technology Co., Ltd — Proxy Solicitation & Information Statement 2005
Oct 3, 2005
50628_rns_2005-10-03_fc6690ed-f2ab-4ac9-b29e-983c7c8c9232.pdf
Proxy Solicitation & Information Statement
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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims 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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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1108)
MAJOR AND CONNECTED TRANSACTIONS FORMATION OF JOINT VENTURES FURTHER DELAY IN DESPATCH OF CIRCULAR
Reference is made to the announcements of the Company published in the newspapers on 27 May 2005, 17 June 2005, 11 July 2005 and 29 August 2005 in connection with the Long Hai Agreement and Long Hao Agreement and the transactions contemplated therein, which constitute major and connected transactions of the Company under the Listing Rules. Pursuant to the announcement of the Company dated 29 August 2005, the Company applied to the Stock Exchange and the Stock Exchange granted a final extension of the deadline for the despatch of the Circular to 30 September 2005. As the Circular has not been despatched by 30 September 2005, the Company is in breach of Rules 14.38, 14.40 and 14A.49 of the Listing Rules.The Company expects that the Circular will be despatched on or before 31 October 2005. A further announcement will be made to notify the public on the despatch of the Circular.
With relevance to the announcement of the Company dated 29 August 2005, a further announcement will be made regarding the remedial steps to be taken by the Company to address the non-compliance of the Listing Rules and the consequences if the Transactions are not approved by the Independent H Shares’ Shareholders at the EGM which will be convened after 45 days from the date of despatch of the Circular.
The Stock Exchange reserves its right to take disciplinary actions against the Company and its board of Directors as it considers appropriate in respect of the non-compliance of the Listing Rules.
Reference is made to the announcements of the Company dated 27 May 2005, 17 June 2005, 11 July 2005 and 29 August 2005 (the “Announcements”) respectively in relation to the formation of the joint ventures with connected person (as defined under the Listing Rules) which constitute major and connected transactions of the Company (the “Transactions”) under the Listing Rules. Unless otherwise defined herein, all capitalised terms used herein shall have the same meanings as defined in the Announcements.
In accordance with Rules 14.38, 14.40 and 14A.49 of the Listing Rules, a circular (the “Circular”) setting out the details of the Transactions was to be despatched to H Shares’ Shareholders within 21 days after the publication of the announcement dated 27 May 2005, that is, on or before 17 June 2005. As disclosed in the announcements of the Company published in the newspapers on 17 June 2005, 11 July 2005 and 29 August 2005, the Company has applied to the Stock Exchange for an extension of time to despatch the Circular to 8 July 2005, 26 August 2005 and 30 September 2005 respectively.
However, the Company requires further time to compile and finalise certain financial information to be included in the Circular, in particular the statement of sufficiency of working capital, the pro forma financial information and the indebtedness statement. The time required by the Company to collect financial information from group companies has been substantially longer than initially anticipated. The Company expects that the Circular will be despatched on or before 31 October 2005. A further announcement will be made to notify the public on the despatch of the Circular.
Pursuant to the announcement of the Company dated 29 August 2005, the Company applied to the Stock Exchange and the Stock Exchange granted a final extension of the deadline for the despatch of the Circular to 30 September 2005. As the Circular has not been despatched by 30 September 2005, the Company is in breach of Rules 14.38, 14.40 and 14A.49 of the Listing Rules. A further announcement will be made to notify the public on the despatch of the Circular.
With relevance to the announcement of the Company dated 29 August 2005, a further announcement will be made regarding the remedial steps to be taken by the Company to address the non-compliance of the Listing Rules and the consequences if the Transactions are not approved by the Independent H Shares’ Shareholders at the EGM which will be convened after 45 days from the date of despatch of the Circular.
The Stock Exchange reserves its right to take disciplinary actions against the Company and its board of Directors as it considers appropriate in respect of the non-compliance of the Listing Rules.
By the order of the Board Luoyang Glass Company Limited Liu Baoying Chairman
Henan, the PRC, 30 September 2005
As at the date of this announcement, the executive Directors are Messrs. Liu Baoying, Zhu Leibo, Zhang Shaojie, Zhu Liuxin, Jiang Hong, Ding Jianluo and Wang Jie and the independent non-executive Directors are Dai Zhiliang, Zhong Pengrong, Xi Shengyang and Dong Chao.
Please also refer to the published version of this announcement in The Standard / Sing Tao Daily.