RoboSense Technology Co., Ltd — AGM Information 2017

Aug 7, 2017

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

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NOTICE OF THE 2017 THIRD EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY given that the 2017 Third Extraordinary General Meeting of Luoyang Glass Company Limited* (the “ Company ”) will be held at the conference room of the Company on 3rd Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the People’s Republic of China (the “ PRC ”) at 9:00 a.m. on 26 September 2017 (Tuesday) for the purpose of considering and, if thought fit, passing the following resolutions:

Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the announcements of the Company dated 7 February 2017, 24 February 2017 and 7 August 2017.

SPECIAL RESOLUTIONS

1. To approve the resolution that the transactions for the acquisition of assets and supporting funds raising by the Company by issuance of shares are in compliance with the relevant laws and regulations;

2. To approve the resolution regarding the plan for the acquisition of assets and supporting funds raising by the Company by issuance of shares;

   • 2.01 The plan for the acquisition of assets by issuance of shares: The mode, transaction subjects and transaction counterparties of the acquisition of assets by issuance of shares

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• 2.02 The plan for the acquisition of assets by issuance of shares: The consideration and basis of consideration for the transactions

• 2.03 The plan for the acquisition of assets by issuance of shares: The mode of issuance

• 2.04 The plan for the acquisition of assets by issuance of shares: The type and nominal value of shares in the issuance

• 2.05 The plan for the acquisition of assets by issuance of shares: The target subscribers of the issuance

• 2.06 The plan for the acquisition of assets by issuance of shares: The issue price

• 2.07 The plan for the acquisition of assets by issuance of shares: The number of shares to be issued

• 2.08 The plan for the acquisition of assets by issuance of shares: The lock-up period arrangement

• 2.09 The plan for the acquisition of assets by issuance of shares: The profit or loss during the period

• 2.10 The plan for the acquisition of assets by issuance of shares: The contractual obligation and breach of contract liability in relation to the transfer of rights and ownership of the related assets

• 2.11 The plan for the acquisition of assets by issuance of shares: The profit guarantee and compensation arrangement

• 2.12 The supporting funds raising by issuance of shares: The mode of issuance

• 2.13 The supporting funds raising by issuance of shares: The type and nominal value of shares to be issued

• 2.14 The supporting funds raising by issuance of shares: The target subscribers of the issuance

• 2.15 The supporting funds raising by issuance of shares: The issue price and the basis of determination

• 2.16 The supporting funds raising by issuance of shares: The number of shares to be issued

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• 2.17 The supporting funds raising by issuance of shares: The lock-up period arrangement

• 2.18 The supporting funds raising by issuance of shares: The mode of subscription

• 2.19 The supporting funds raising by issuance of shares: The use of proceeds to be raised

• 2.20 The plan regarding handling of the undistributed cumulated profits of the Company

• 2.21 The place of listing

• 2.22 The effective period for the resolution regarding the transactions

1. To approve the resolution that the acquisition of assets and supporting funds raising by issuance of shares constitute related party transactions;

2. To approve the resolution regarding the “Report on Acquisition of Assets and Supporting Funds Raising by Luoyang Glass Company Limited* by Issuance of Shares and Related Party Transactions (Preliminary Plan) (洛陽玻璃股份有 限公司發行股份購買資產並募集配套資金暨關聯交易報告書（草案）)” and its summary;

3. To approve the resolution that the transactions of the Company are in compliance with Rule 4 of the “Rules on Certain Issues Relating to Regulation on Significant Asset Restructuring of Listed Companies (關於規範上市公司重大資產重組若干 問題的規定)”;

4. To approve the resolution regarding execution of the Proposed Acquisitions Agreements and the Supplemental SP Agreements with conditions precedent to their effectiveness between the Company and the transaction counterparties;

5. To approve the resolution regarding execution of the Profit Guarantee Indemnity Agreements and the Supplemental PG Indemnity Agreements with conditions precedent to their effectiveness between the Company and the transaction counterparties;

6. To approve the resolution regarding execution of the Triumph Group Subscription Agreement and the Supplemental Subscription Agreement with conditions precedent to their effectiveness between the Company and Triumph Group;

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1. To approve the resolution regarding approval for audited reports and asset valuation reports of the transactions;

2. To approve the resolution regarding independence of valuers, reasonableness of valuation assumptions and premises, relevance between valuation methods and valuation purpose, and fairness of appraised consideration;

3. To approve the resolution regarding situation of current return dilution and the remedial measures in the acquisition of assets and supporting funds raising by issuance of shares and related party transactions;

4. To approve the resolution regarding mandate granted by the general meeting to the Board to handle the relevant matters in respect of the acquisition of assets and supporting funds raising by issuance of shares; and

5. To approve the resolution regarding approval granted by the Non-connected Shareholders in the general meeting for the waiver from the obligation of the transaction parties to make a mandatory general offer in respect of their acquisition of the shares of the Company.

(For details of the above resolutions, please refer to the announcements of the Company dated 7 February 2017, 24 February 2017 and 7 August 2017.)

ORDINARY RESOLUTION

1. To approve the resolution regarding approval granted by the Independent Shareholders in the general meeting for the Whitewash Waiver:

“ THAT

Subject to the granting of the waiver by the Executive, the Whitewash Waiver be and is hereby approved and the Directors be and are hereby authorised to do all such things and acts and execute all documents which they consider necessary, desirable or expedient to implement or to give effect to any matters relating to the Whitewash Waiver.”

(For details of the above resolution, please refer to the announcements of the Company dated 7 February 2017, 24 February 2017 and 7 August 2017.)

By order of the Board LUOYANG GLASS COMPANY LIMITED * Zhang Chong Chairman

Luoyang, the PRC 7 August 2017

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As at the date of this notice, the Board comprises four executive Directors: Mr. Zhang Chong, Mr. Ni Zhisen, Mr. Wang Guoqiang and Mr. Ma Yan; one non-executive Director: Mr. Xie Jun; and four independent non-executive Directors: Mr. Jin Zhanping, Mr. Liu Tianni, Mr. Ye Shuhua and Mr. He Baofeng.

* For identification purposes only

Notes:

1. Holders of the Company’s H Shares, whose names appear on the register of members maintained by Hong Kong Registrars Limited at the close of trading at 4:00 p.m. on 25 August 2017, are entitled to attend and vote at the extraordinary general meeting. The register of members of the Company’s H Shares will be closed from 26 August 2017 to 26 September 2017 (both days inclusive), during which period no transfer of H Shares will be effected in order to determine the list of holders of H Shares eligible to attend the meeting. Holders of H Shares of the Company who wish to attend the extraordinary general meeting must lodge all share transfer forms accompanied by the relevant H share certificates with the registrar of the Company’s H Shares, namely Hong Kong Registrars Limited at Rooms 1712–1716, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 4:00 p.m. on 25 August 2017.

2. Any shareholder entitled to attend and vote at the extraordinary general meeting may appoint a proxy or proxies (who need not be a shareholder of the Company) to attend and vote at the meeting on his/her behalf. A proxy of a Shareholder who has appointed more than one proxy may only vote on a poll. A proxy of the Shareholder needs not be a Shareholder.

3. The principal may appoint a proxy in written form (i.e. through the enclosed proxy form). The proxy form shall be signed by the principal or his attorney as authorised. In the event that the proxy form is signed by the attorney of the principal, the power of attorney or other authorisation documents must be notarised by the notary public. The proxy form together with the copies of such power of attorney or authorisation documents as notarised by the notary public shall be effective only if the same be delivered to the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, at Rooms 1712–1716, Hopewell Centre, 183 Queen’s Road East, Hong Kong, or to the Company at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC, not less than 24 hours before the time appointed for the holding of the meeting or any adjournment thereof.

4. Shareholders who intend to attend the extraordinary general meeting in person or by proxy should complete and return the signed reply slip for attending the meeting to the registered address of the Company on or before 5 September 2017 by courier, mail or facsimile.

5. Shareholders or their proxies shall produce their proofs of identity when attending the extraordinary general meeting. A proxy of Shareholder who is appointed to attend the meeting shall produce the proxy form at the same time.

6. The extraordinary general meeting is expected to last for no more than one day. Shareholders and proxies attending the extraordinary general meeting should be responsible for their own travelling and accommodation expenses.

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1. The registered address of the Company is as follows:

No. 9 Tang Gong Zhong Lu, Xigong District Luoyang Municipal, Henan Province the People’s Republic of China Postal Code: 471009 Telephone: 86-379-6390 8588 Facsimile: 86-379-6325 1984

1. Completion and return of the proxy form will not preclude Shareholders of the Company from subsequently attending and voting in person at the extraordinary general meeting or any adjourned meetings should you so wish.

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