RoboSense Technology Co., Ltd — Board/Management Information 2015

Nov 6, 2015

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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(1) RE-ELECTION OF DIRECTORS AND SUPERVISORS AND (2) DIRECTORS’ AND SUPERVISORS’ REMUNERATIONS

RE-ELECTION OF DIRECTORS AND SUPERVISORS

The term of office of the current Seventh Board and Seventh Supervisory Committee will expire on 8 November 2015. However, the Company needs time to locate suitable candidates to form the Eighth Board and Eighth Supervisory Committee. The Company would like to propose the re-election of the members to the Board and Supervisory Committee, with a term of office from the date of the EGM (i.e. 23 December 2015) to 22 December 2018. According to the relevant requirements under the PRC Company Law, the current Directors and Supervisors should hold their respective office until the formation of the Eighth Board and Eighth Supervisory Committee.

DIRECTORS’ AND SUPERVISORS’ REMUNERATIONS

The re-election of Directors and Supervisors is expected to be completed upon obtaining the relevant approval at the EGM. The remuneration and review committee under the Board has made recommendations in respect of the remunerations for the Directors of the Eighth Board and Supervisors of the Eighth Supervisory Committee.

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EGM

The EGM will be held for the purposes of, among other things, seeking Shareholders’ approval on (i) the appointment of the proposed Directors and Supervisors (other than Mr. Wang Jian and Mr. Ma Jiankang); and (ii) the Directors’ and Supervisors’ remunerations. At the EGM, voting on the proposed ordinary resolutions will be conducted by way of poll.

GENERAL

A circular containing, among other things, (i) details of the re-election of Directors to the Eighth Board and Supervisors to the Eighth Supervisory Committee; and (ii) details of the Directors’ and Supervisors’ remunerations will be despatched to the Shareholders as soon as practicable. The notice of the EGM will be despatched to the Shareholders as soon as practicable.

RE-ELECTION OF DIRECTORS AND SUPERVISORS

The term of office of the current Seventh Board and Seventh Supervisory Committee will expire on 8 November 2015. However, the Company needs time to locate suitable candidates to form the Eighth Board and Eighth Supervisory Committee. The Company would like to propose the re-election of the members to the Board and Supervisory Committee, with a term of office from the date of the EGM (i.e. 23 December 2015) to 22 December 2018. According to the relevant requirements under the PRC Company Law, the current Directors and Supervisors should hold their respective office until the formation of the Eighth Board and Eighth Supervisory Committee.

Nomination of Directors

The controlling Shareholder of the Company, CLFG, has nominated the following persons to be the Directors of the Eighth Board:

Executive Directors:

1. Mr. Zhang Chong;

2. Mr. Ni Zhisen;

3. Mr. Wang Guoqiang; and

4. Mr. Ma Yan.

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Non-executive Directors:

1. Mr. Zhang Chengong;

2. Mr. Xie Jun; and

3. Mr. Tang Liwei.

Independent non-executive Directors:

1. Mr. Jin Zhanping;

2. Mr. Liu Tianni;

3. Mr. Ye Shuhua; and

4. Mr. He Baofeng.

Details of the above proposed Directors are set out below:

Mr. Zhang Chong , aged 52, is a professor level senior engineer with a master’s degree, and the executive Director and vice chairman of the Company. He is currently the chief engineer of Bengbu Design & Research Institute for Glass Industry (蚌埠玻璃 工業設計研究院), as well as the chairman and general manager of CNBM (Hefei) New Energy Company Limited (中建材(合肥)新能源有限公司). Mr. Zhang had served as the deputy general manager and deputy executive head of the marketing department of engineering company of Bengbu Design & Research Institute for Glass Industry (蚌 埠玻璃工業設計研究院), the chief engineer and the head of PRC domestic engineering department of China Building Materials International Engineering Company Limited (中國建材國際工程有限公司), and the deputy executive general manager of Chengdu Zhongguangdian Technology Company Limited* (成都中光電科技有限公司), etc.

Mr. Ni Zhisen , aged 43, is a professor level senior engineer with a bachelor’s degree, and the executive Director of the Company. He is currently the general manager of the Company, as well as the executive Director of CLFG Longmen Glass Company Limited (洛玻集團龍門玻璃有限責任公司) and the chairman of Yinan Huasheng Mineral Products Industry Company Limited (沂南華盛礦產實業有限公司). Mr. Ni had served as the general manager and party secretary of CLFG Longmen Glass Company Limited (洛玻集團龍門玻璃有限責任公司) and CLFG Luoyang Longhai Electronic Glass Company Limited (洛玻集團洛陽龍海電子玻璃有限公司), etc.

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Mr. Wang Guoqiang , aged 46, is a professor level senior engineer with a bachelor’s degree. He is currently the deputy general manager and secretary to the party committee of the Company, as well as the executive director, general manager and secretary to the party committee of CLFG Luoyang Longhai Electric Glass Company Limited (洛玻集團洛陽龍海電子玻璃有限公司). Mr. Wang had served as the deputy head of the technology department of the Company, the deputy general manager of CLFG Longmen Glass Company Limited (洛玻集團龍門玻璃有限責任公司), the general manager of technology research and development center and general manager of production center of the Company, and the deputy executive general manager of Henan Province Zhonglian Glass Company Limited* (河南省中聯玻璃有限責任公司), etc.

Mr. Ma Yan , aged 44, is an accountant with a bachelor’s degree and currently the chief financial officer of Anhui Fangxing Science & Technology Company Limited (安徽方興科技股份有限公司). Mr. Ma graduated from Anhui University of Finance & Economics in 1994, majoring in accounting. He had served as the manager of finance department of Anhui Fengyuan Biochemical Company Limited (安徽豐原生物化學 股份有限公司), the chief financial officer of Bengbu Chemical Engineering Machinery Company Limited (蚌埠化工機械有限公司), the assistant to head of finance department of Bengbu Design & Research Institute for Glass Industry (蚌埠玻璃工業 設計研究院) and the chief financial officer of Chengdu Zhongguangdian Technology Company Limited* (成都中光電科技有限公司), etc. Mr. Ma has extensive experience in areas including financial management and internal control management.

Mr. Zhang Chengong , aged 43, a Master in International Business Administration of Peking University, is the non-executive Director of the Company. He is currently the deputy general manager of Triumph Technology Group Company (凱盛科技集 團公司). Mr. Zhang had served as the deputy general manager and general manager of heating supply department of Beixin Group Building Materials Company Limited (北新集團建材股份有限公司), the associate manager of radiator committee of China Building Materials Metal Structure Association (中國建築材料金屬結構協會), the chairman and general manager, and general manager of heating supply and pipe system business department of Beixin Plastic Pipe Company Limited (北新塑管有限公司), director and general manager of international business department of Beixin Properties Company Limited (北新房屋有限公司), and the assistant to general manager and deputy general manager of Beixin Group Building Materials Company Limited (北新 集團建材股份有限公司), etc.

Mr. Xie Jun , aged 49, is a professor level senior engineer with a doctoral degree in engineering, and the executive Director of the Company. He is currently the deputy general manager and chief engineer of CLFG, as well as the deputy executive general manager of Chengdu Zhongguangdian Technology Company Limited (成都中光電科 技有限公司). Mr. Xie had served as the head of branch factory and head of production department of the Company, the secretary to the party committee and general manager of CLFG Processed Glass Company Limited (洛玻集團加工玻璃公司), and the secretary to the party committee and deputy general manager of the Company, etc.

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Mr. Tang Liwei , aged 42, graduated from Shanghai University of Finance and Economics with an Executive Master in Business Administration degree, is a senior accountant and certified management accountant. He is currently the deputy general manager and chief accountant of Triumph Technology Group Company (凱盛科技 集團公司). Mr. Tang had served as the assistant to the head of finance department of Bengbu Design & Research Institute for Glass Industry (蚌埠玻璃工業設計研究院), and the head of finance department and the assistant to president of China Building Materials International Engineering Company Limited* (中國建材國際工程有限公司), etc. Mr. Tang has extensive experience in areas including financial management and business management.

Mr. Jin Zhanping , aged 51, is a senior engineer with a master’s degree and the independent non-executive Director of the Company. He is currently the secretary general of the Chinese Silicate Society (中國矽酸鹽學會), as well as the executive director of Beijing Zhongxi Exhibition Company Limited (北京中矽展覽有限公司), and the independent director of Luoyang Landi Glass Machinery Company Limited (洛陽蘭迪玻璃機器股份有限公司). Mr. Jin had served as the responsible editor of the editorial office of the Journal of Silicate (矽酸鹽學報), and the deputy head and head of the general office of the Society and deputy secretary general of the general office of the Society.

Mr. Liu Tianni , aged 52, is a master’s degree holder and the independent non-executive Director of the Company. He is currently the founder and chairman of Wonderful Sky Financial Group Holdings Limited, the executive director of Hong Kong Silver Grant International Industries Limited and the managing director of Baohong Company Limited (保弘有限公司), as well as the independent non-executive director of Qingling Motors Company Limited (慶鈴汽車股份有限公 司). Mr. Liu has extensive experience in areas including international financial market, post-listing corporate finance and merger and acquisition investment.

Mr. Ye Shuhua , aged 53, graduated from the Department of Law in the Southwest University of Political Science and Law with a bachelor of laws degree in July 1985, and is a senior lawyer. He is currently a partner of Henan Shineway Law Firm, as well as a council member of lawyer research committee of Henan Province Law Society, and an arbitrator and a member of expert consultation committee of Zhengzhou Arbitration Commission. Mr. Ye had served as the independent director of Henan Sifangda Chaoying Materials Company Limited* (河南四方達超硬材料股份有限公 司) from September 2008 to November 2014. Mr. Ye had served as a lawyer in Henan Province Economic Law Office and Henan Province Foreign Economic Law Office. Mr. Ye has extensive experience in areas including corporate governance, investment and financing, state-owned enterprise reform and foreign-related legal affairs.

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Mr. He Baofeng , aged 42, is a PRC certified accountant and a PRC certified tax agent with tertiary education qualification. He had served as the independent Supervisor of the Company and is currently the director of Luoyang Topchina CPA Limited and the head of Luoyang Topchina Tax Agent Limited. Mr. He graduated from Henan University of Economics and Law (formerly known as Henan Institute of Finance and Economics), majoring in accounting. He had obtained the certificate for chief financial officer qualification training in the Shanghai National Accounting Institute in July 2010; studied in the Chinese University of Hong Kong from August 2008 to October 2010 for a master in accounting and obtained a master’s degree in accounting; served in the Finance Bureau of Wancheng District in Nanyang City from 1992 to 1997; and has been serving in Luoyang Topchina CPA Limited since October 1997. Mr. He is knowledgeable in the profession of finance and tax, and is currently a member of the professional expertise committee of Henan Institute of Certified Public Accountants and a council member in the Henan Province Forensic Sciences Association.

Save as disclosed above, each of the above proposed Directors does not hold any position in the Company or any other members of the Company, nor did he hold any directorship in any other listed companies in the last three years.

Length of service and emolument

If each of the above proposed Directors is appointed as a Director of the Company, his term of office will be from the date of the EGM (i.e. 23 December 2015) to 22 December 2018 and he will receive a remuneration in accordance with the remuneration proposal, which will be determined with reference to his duties and responsibilities with the Company and the actual situation of the Company, and will be subject to the Shareholders’ approval at the EGM (please see below for details).

Relationships

Save as disclosed above, each of the above proposed Directors has no relationship with any Directors, Supervisors or senior management of the Company or with any substantial Shareholders or controlling Shareholders of the Company.

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Interests in shares

So far as the Directors are aware as at the date hereof, each of the above proposed Directors does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO).

Matters that need to be brought to the attention of the Shareholders

In relation to the appointment of each of the above proposed Directors, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders.

Nomination of Supervisors by the Controlling Shareholder

The controlling Shareholder of the Company, CLFG, has nominated the following persons to be the non-staff representative Supervisors of the Eighth Supervisory Committee:

1. Mr. Ren Zhenduo;

2. Mr. Ren Hongcan;

3. Mr. Qiu Mingwei (independent Supervisor); and

4. Ms. Yan Mei (independent Supervisor).

Details of the above proposed Supervisors are set out below:

Mr. Ren Zhenduo , aged 51, is a bachelor’s degree holder, and the chairman of the Supervisory Committee of the Company. He is currently the deputy secretary to the party committee, secretary to the disciplinary committee and chairman of the labor union of CLFG. Mr. Ren had served as the general manager of CLFG Longxin Glass Company Limited* (洛玻集團龍新玻璃有限公司) and the deputy secretary to the party committee of the Company.

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Mr. Ren Hongcan , aged 51, is a professor level senior engineer with a bachelor’s degree. He is currently the deputy chief engineer of CLFG, assistant to general manager of the Company and deputy executive general manager of 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). Mr. Ren graduated from the department of mechanical engineering of Xian Jiaotong University in 1986, majoring in mechanical manufacturing and automation. He had served as the manager of branch factory, manager of production center and head of investment department of the Company, and the general manager of Luobo (Beijing) International Engineering Company Limited (洛玻(北京)國際工程有限公司), etc.

Mr. Qiu Mingwei , aged 43, is a certified public accountant and a certified asset valuer with a bachelor’s degree. He is currently a managing partner and the head of Henan Huazhi Certified Public Accountants. Mr. Qiu had served as the project manager of Luoyang City Xinde Certified Public Accountants, the department manager in Guangzhou Fuyang Jianda Certified Public Accountants and the head of business of Henan Kaituo Joint Certified Public Accountants.

Ms. Yan Mei , aged 52, graduated from Tianjin University of Finance and Economics and is a master in management. She is currently a professor and a master’s supervisor in the school of management in Henan University of Science and Technology. Ms. Yan has been engaging in research on financial management and performance management and had chaired in more than 10 provincial level classes, published more than 10 monographs and textbooks and published more than 50 theses. She had also been awarded with honourable titles including “Luoyang City 1 May Labour Award (洛陽市 五一勞動獎章)” and “National 1 May Heroine Model (全國五一巾幗標兵)”.

Save as disclosed above, each of the above proposed Supervisors does not hold any position in the Company or any other members of the Company, nor did he hold any directorship in any other listed companies in the last three years.

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Re-appointment of Supervisors nominated by the Staff Representative Committee of the Company

The staff representative committee of the Company has approved the re-appointment of the following persons to be the staff representative Supervisors of the Eighth Supervisory Committee:

1. Mr. Wang Jian; and

2. Mr. Ma Jiankang.

Details of the above proposed Supervisors are set out below:

Mr. Wang Jian , aged 40, is currently the staff representative Supervisor of the Company with tertiary education qualification. Mr. Wang has been serving as the deputy general manager of CLFG Luoyang Longhai Electric Glass Company Limited* (洛玻集團洛陽龍海電子玻璃有限公司) since February 2013. Mr. Wang joined the Company in November 1993 and had served as the head of production section, assistant manager and deputy head of the technology department of the Company, etc.

Mr. Ma Jiankang , aged 51, is a bachelor’s degree holder and currently the staff representative Supervisor of the Company. Mr. Ma has been serving as the deputy general manager of CLFG Longmen Glass Company Limited (洛玻集團龍門玻璃有 限責任公司) since February 2013. Mr. Ma had served as the deputy general manager of CLFG Longxin Glass Company Limited (洛玻集團龍新玻璃有限公司) and the deputy general manager of CLFG Luoyang Longhao Glass Company Limited* (洛玻集 團洛陽龍昊玻璃有限公司), etc.

Save as disclosed above, each of the above proposed Supervisors does not hold any position in the Company or any other members of the Company, nor did he hold any directorship in any other listed companies in the last three years.

Length of service and emolument

If each of the above Supervisors is appointed as a Supervisor of the Company, his/ her term of office will be from the date of the EGM (i.e. 23 December 2015) to 22 December 2018 and he/she will receive a remuneration in accordance with the remuneration proposal, which will be determined with reference to his/her duties and responsibilities with the Company and the actual situation of the Company, and will be subject to the Shareholders’ approval at the EGM (please see below for details).

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Relationships

Save as disclosed above, each of the above Supervisors has no relationship with any Directors, Supervisors or senior management of the Company or with any substantial Shareholders or controlling Shareholders of the Company.

Interests in shares

So far as the Directors are aware as at the date hereof, each of the above Supervisors does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO).

Matters that need to be brought to the attention of the Shareholders

In relation to the appointment of each of the above Supervisors, there is no information which is discloseable nor is/was he/she involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders of the Company.

The appointment of the above proposed Directors and Supervisors (other than Mr. Wang Jian and Mr. Ma Jiankang) is subject to the approval by the Shareholders at the EGM. Ordinary resolutions in relation to the above proposed appointment of Mr. Zhang Chong, Mr. Ni Zhisen, Mr. Wang Guoqiang and Mr. Ma Yan as executive Directors, Mr. Zhang Chengong, Mr. Xie Jun and Mr. Tang Liwei as non-executive Directors, Mr. Jin Zhanping, Mr. Liu Tianni, Mr. Ye Shuhua and Mr. He Baofeng as independent non-executive Directors, and Mr. Ren Zhenduo, Mr. Ren Hongcan, Mr. Qiu Mingwei and Ms. Yan Mei as Supervisors will be proposed to be approved by the Shareholders at the EGM.

Retirement of Directors and Supervisors

Upon approval of the above proposed appointment of Directors and Supervisors (other than Mr. Wang Jian and Mr. Ma Jiankang) at the EGM, Mr. Ma Liyun, Ms. Sun Lei, Mr. Huang Ping and Mr. Dong Jiachun will retire from the position of Director, and Mr. Guo Hao and Ms. Wang Ruiqin will retire from the position of Supervisor, effective from the date of the EGM (i.e. 23 December 2015). The above retiring Directors and Superviors have confirmed that they have no disagreement with the Board and the Supervisory Committee and there is no matter with respect to their retirement that needs to be brought to the attention of the Shareholders.

The Board would like to take this opportunity to express its appreciation for the valuable contribution of Mr. Ma Liyun, Ms. Sun Lei, Mr. Huang Ping, Mr. Dong Jiachun, Mr. Guo Hao and Ms. Wang Ruiqin to the Company during their respective term of service.

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DIRECTORS’ AND SUPERVISORS’ REMUNERATIONS

The re-election of Directors and Supervisors is expected to be completed upon obtaining the relevant approval at the EGM. The remuneration and review committee under the Board has made recommendations in respect of the remunerations for the Directors of the Eighth Board and Supervisors of the Eighth Supervisory Committee.

Remunerations for the Directors of the Eighth Board and Supervisors of the Eighth Supervisory Committee

Directors’ remunerations

Upon consideration by the Board, the proposed remunerations for the Directors of the Eighth Board are as follows:

1. the annual fixed allowance paid to non-executive Directors and independent non-executive Directors is RMB60,000 per person (before tax);

2. the remunerations for the chairman and executive Directors comprise the following:

3. (A) basic annual salary:

chairman : RMB350,000 (before tax) executive Directors : RMB180,000 per person (before tax)

• (B) performance annual salary:

upon achieving the annual operation targets, 1.5 times of the basic annual salary is payable in accordance with the appraisal under the “Method of Salary and Performance Appraisal for Directors, Supervisors and Senior Management (董監高薪酬與績效考核辦法)”; and

• (C) incentive bonus:

• (i) bonus for exceeding the annual operation targets:

  • 10% of the out-performance part that exceeds annual operation targets by less than 10%;

  • 5% of the out-performance part that exceeds annual operation targets by 10% or more but less than 20%; and

  • 3% of the out-performance part that exceeds annual operation targets by more than 20%;

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• (ii) outstanding contribution bonus will be proposed by the chairman and considered and approved by the Board; and

• according to the relevant rules and regulations, Directors in managerial positions in the controlling Shareholders, de facto controllers of the Company and their subsidiaries will not receive Director allowance from the Company.

Supervisors’ remunerations

Upon consideration by the Supervisory Committee, the proposed remunerations for the Supervisors of the Eighth Supervisory Committee are as follows:

1. the annual fixed allowance paid to independent Supervisors and other Supervisors representing the Shareholders is RMB30,000 per person (before tax);

2. Supervisors who hold job positions in the Company (including staff representative Supervisors) will be paid according to their job positions in the Company and will not receive additional Supervisor allowance; and

3. according to the relevant rules and regulations, Supervisors in managerial positions in the controlling Shareholders, de facto controllers of the Company and their subsidiaries will not receive Supervisor allowance from the Company.

EGM

The EGM will be held for the purposes of, among other things, seeking Shareholders’ approval on (i) the appointment of the proposed Directors and Supervisors (other than Mr. Wang Jian and Mr. Ma Jiankang) ; and (ii) the Directors’ and Supervisors’ remunerations. At the EGM, voting on the proposed ordinary resolutions will be conducted by way of poll.

GENERAL

A circular containing, among other things, (i) details of the re-election of Directors to the Eighth Board and Supervisors to the Eighth Supervisory Committee; and (ii) details of the Directors’ and Supervisors’ remunerations will be despatched to the Shareholders as soon as practicable. The notice of the EGM will be despatched to the Shareholders as soon as practicable.

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DEFINITIONS

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

“associate(s)”	has the same meaning as ascribed to it under the Listing
	Rules
“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 c o m p a n y
	incorporated in the PRC with limited liability and the
	immediate controlling Shareholder of the Company holding
	31.80% 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
“Directors”	the directors of the Company, including the independent non-
	executive directors
“EGM”	the extraordinary general meeting of the Company to 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 PRC at 9:00 a.m. on 23 December 2015,
	or any adjournment thereof
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“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
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws
	of Hong Kong)

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“Shareholder(s)” the shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supervisors” the supervisors of the Company “Supervisory the supervisory committee of the Company Committee”

By order of the Board of Luoyang Glass Company Limited* Ma Liyun Chairman

Luoyang, the PRC 6 November 2015

As at the date of this announcement, the Board comprises four executive Directors: Mr. Ma Liyun, Mr. Ni Zhisen, Ms. Sun Lei and Mr. Xie Jun; two non-executive Directors: Mr. Zhang Chengong and Mr. Zhang Chong; and four independent non-executive Directors: Mr. Huang Ping, Mr. Dong Jiachun, Mr. Liu Tianni and Mr. Jin Zhanping.

• for identification purposes only

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