RoboSense Technology Co., Ltd — Regulatory Filings 2016

Dec 20, 2016

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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CONNECTED TRANSACTION

On 20 December 2016, Longhai Company (a wholly-owned subsidiary of the Company) and Longhao Glass entered into the Tin Ingots Sales and Purchase Agreement, pursuant to which Longhai Company has agreed to sell and Longhao Glass has agreed to purchase approximately 67 tonnes of tin ingots for a total consideration of approximately RMB9,485,190 (equivalent to approximately HK$10,718,265).

Since Longhao Glass is a wholly-owned subsidiary of CLFG, the immediate substantial Shareholder of the Company, it is regarded as a connected person of the Company under the Listing Rules. The transaction contemplated under the Tin Ingots Sales and Purchase Agreement therefore constitutes a connected transaction of the Company pursuant to Chapter 14A of the Listing Rules.

Since the applicable percentage ratios are more than 0.1% but less than 5%, the transaction contemplated under the Tin Ingots Sales and Purchase Agreement is subject to the reporting and announcement requirements only but is exempt from the independent shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules.

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INTRODUCTION

Reference is made to the announcement of the Company dated 9 September 2016 in relation to the cessation of the ultra-thin glass production line of Longhai Company on 10 September 2016.

As a result of the cessation of the ultra-thin glass production line of Longhai Company on 10 September 2016, a batch of tin ingots was released and cooled from the tin bath at the ultra-thin glass production line after its cessation. In order to maximize the use of assets in stock and ease operating capital pressures, Longhai Company decided to sell approximately 67 tonnes of the batch of tin ingots to Longhao Glass. On 20 December 2016, Longhai Company entered into the Tin Ingots Sales and Purchase Agreement with Longhao Glass, pursuant to which Longhai Company has agreed to sell and Longhao Glass has agreed to purchase approximately 67 tonnes of tin ingots for a total consideration of approximately RMB9,485,190 (equivalent to approximately HK$10,718,265).

DETAILS OF THE TIN INGOTS SALES AND PURCHASE AGREEMENT

Set out below is a summary of the principal terms of the Tin Ingots Sales and Purchase Agreement:

• Date : 20 December 2016 Parties : (1) Longhai Company, as seller

  • (2) Longhao Glass, as purchaser

• Consideration : Pursuant to the Tin Ingots Sales and Purchase Agreement, the unit price of the tin ingots is RMB141,570 per tonne, and the total consideration for 67 tonnes of tin ingots is RMB9,485,190 (equivalent to approximately HK$10,718,265), which was determined by the parties with reference to the appraised value of such tin ingots of RMB8,107,000 and the relevant 17% value added tax of RMB1,378,190. The valuation was conducted by China United Assets Appraisal Group Co., Ltd, a professional valuer in the PRC.

• Settlement method : 35% of the total consideration shall be payable by Longhao Glass within two working days from the signing of the Tin Ingots Sales and Purchase Agreement, and the remaining balance shall be payable by Longhao Glass within two working days from delivery of the tin ingots.

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INFORMATION OF THE TIN INGOTS

The book value of the 67 tonnes of tin ingots as at 30 November 2016 was approximately RMB3,793,540. Subject to audit, the Group expects to record a gain of RMB4,313,460 from the selling of the approximately 67 tonnes of tin ingots as calculated by reference to its book value of RMB3,793,540, the consideration of RMB9,485,190 and the 17% value added tax of RMB1,378,190. The Directors expect that the proceeds from the selling of the tin ingots will be used for the general working capital of the Group.

REASONS FOR ENTERING INTO THE TIN INGOTS SALES AND PURCHASE AGREEMENT

As a result of the cessation of the ultra-thin glass production line of Longhai Company on 10 September 2016, a batch of tin ingots was released and cooled from the tin bath at the ultra-thin glass production line after its cessation. In order to maximize the use of assets in stock and ease operating capital pressures, Longhai Company decided to sell approximately 67 tonnes of the batch of tin ingots to Longhao Glass.

The terms of the Tin Ingots Sales and Purchase Agreement were determined after arm’s length negotiations between the parties thereto. The Directors (including the independent non-executive Directors) consider that the transaction contemplated under the Tin Ingots Sales and Purchase Agreement is on normal commercial terms and in the ordinary and usual course of business of the Group, and its terms are fair and reasonable and in the interests of the Group and the Shareholders as a whole.

INFORMATION OF THE COMPANY, LONGHAI COMPANY AND LONGHAO GLASS

The Company is principally engaged in the production and sale of float sheet glass and ultra-thin electronic glass.

Longhai Company, a wholly-owned subsidiary of the Company, is principally engaged in the manufacturing and sales of ultra-thin electronic glass.

Longhao Glass, a wholly-owned subsidiary of CLFG, is principally engaged in the manufacturing and sales of float sheet glass with a size of 3mm to 15mm.

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LISTING RULES IMPLICATIONS

Since Longhao Glass is a wholly-owned subsidiary of CLFG, the immediate substantial Shareholder of the Company, it is regarded as a connected person of the Company under the Listing Rules. The transaction contemplated under the Tin Ingots Sales and Purchase Agreement therefore constitutes a connected transaction of the Company pursuant to Chapter 14A of the Listing Rules.

Since the applicable percentage ratios are more than 0.1% but less than 5%, the transaction contemplated under the Tin Ingots Sales and Purchase Agreement is subject to the reporting and announcement requirements only but is exempt from the independent shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules.

Mr. Zhang Chong and Mr. Ma Yan, the executive Directors of the Company, and Mr. Zhang Chengong, Mr. Xie Jun and Mr. Tang Liwei, the non-executive Directors of the Company, have abstained from voting in respect of the Tin Ingots Sales and Purchase Agreement in the Board meeting due to the fact that they have connected relationship with the substantial Shareholder(s) or indirect controlling shareholder(s) of the Company and are therefore not regarded as independent to make any recommendation to the Board.

DEFINITIONS

In this announcement, the following expressions shall have the following meanings unless the context requires otherwise:

“Board”		the board of Directors
“CLFG”		China Luoyang Float Glass (Group) Company Limited*
		（中國洛陽浮法玻璃集團有限責任公司）, a company
		incorporated in the PRC with limited liability and the
		immediate substantial Shareholder of the Company
		holding approximately 19.94% equity interest in the
		Company
“Company”		Luoyang Glass Company Limited*（洛陽玻璃股份有限
		公司）, a joint stock limited company incorporated in the
		PRC with limited liability, the H shares and A shares
		of which are listed on the main board of the Stock
		Exchange (stock code: 1108) and the Shanghai Stock
		Exchange (stock code: 600876) respectively
“connected	person(s)”	has the same meaning as ascribed to it under the Listing
		Rules

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“Directors”	the directors of the Company, including the independent
	non-executive directors of the Company
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the
	PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange
“Longhai Company”	CLFG Luoyang Longhai Electronic Glass Company
	Limited*（洛玻集團洛陽龍海電子玻璃有限公司）, a
	company incorporated in the PRC with limited liability
	and the wholly-owned subsidiary of the Company
“Longhao Glass”	CLFG Luoyang Longhao Glass Company Limited*
	（洛玻集團洛陽龍昊玻璃有限公司）, a c o m p a n y
	incorporated in the PRC with limited liability and the
	wholly-owned subsidiary of CLFG
“percentage ratios”	has the same meaning as ascribed to it under the Listing
	Rules, as applicable to a transaction
“PRC”	The People’s Republic of China which, for the purpose
	of this announcement, excludes Hong Kong, the Macau
	Special Administrative Region of the PRC and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Shareholder(s)”	the shareholder(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“subsidiary(ies)”	has the same meaning as ascribed to it under the Listing
	Rules

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“Tin Ingots Sales and the tin ingots sales and purchase agreement dated 20 Purchase Agreement” December 2016 entered into between Longhai Company and Longhao Glass, pursuant to which Longhai Company has agreed to sell and Longhao Glass has agreed to purchase approximately 67 tonnes of tin ingots “%” per cent

For the purpose of this announcement, the following exchange rate is used: RMB1.00 = HK$1.13.

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

Luoyang, the PRC 20 December 2016

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 non-executive 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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