RoboSense Technology Co., Ltd — Board/Management Information 2019

Mar 5, 2019

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ANNOUNCEMENT OF RESOLUTIONS PASSED AT BOARD MEETING

All members of the board (the “ Board ”) of directors (the “ Directors ”) of Luoyang Glass Company Limited* (the “ Company ”) hereby 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.

The 1st meeting of the Ninth Board was held on 5 March 2019. All of the eleven eligible Directors have attended the meeting, and the meeting was in compliance with the requirements of the Company Law of the People’s Republic of China (the “ PRC ”) and the Articles of Association of the Company. The meeting was presided over by Mr. Zhang Chong, the executive Director. The following resolutions were duly considered and passed by way of poll at the meeting:

I. THE RESOLUTION IN RELATION TO THE ELECTION OF THE CHAIRMAN OF THE NINTH BOARD OF THE COMPANY WAS CONSIDERED AND APPROVED.

Mr. Zhang Chong was elected as the chairman of the Ninth Board of the Company for a term of office same as that of the current Board.

Voting results of the resolution: 11 voted in favour, 0 voted against and 0 abstained.

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II. THE RESOLUTION IN RELATION TO THE ELECTION OF THE VICE CHAIRMAN OF THE NINTH BOARD OF THE COMPANY WAS CONSIDERED AND APPROVED.

Mr. Xie Jun was elected as the vice chairman of the Ninth Board of the Company for a term of office same as that of the current Board.

Voting results of the resolution: 11 voted in favour, 0 voted against and 0 abstained.

III. THE RESOLUTION IN RELATION TO THE AMENDMENTS TO THE “IMPLEMENTATION RULES FOR THE COMPLIANCE COMMITTEE OF THE BOARD ( 董事會合規委員會實施細則 )” WAS CONSIDERED AND APPROVED.

Relevant clauses including composition, duties and authority, decision-making procedures under the “Implementation Rules for the Compliance Committee of the Board ( 董事會合規委員會實施細則 )” were amended based on the actual conditions of the Company.

Voting results of the resolution: 11 voted in favour, 0 voted against and 0 abstained.

IV. THE RESOLUTION IN RELATION TO ADJUSTMENT TO THE MEMBERS OF THE SPECIAL COMMITTEES OF THE BOARD WAS CONSIDERED AND APPROVED.

In accordance with relevant provisions under the implementation rules of the special committees of the Board of the Company, the proposed composition of the five special committees of the Ninth Board is as follows:

Strategic Committee of	:	Mr. Zhang Chong (chairman), Mr. Xie Jun, Mr.
the Board		Chen Yong, Mr. Ma Yan and Mr. Jin Zhanping.
Nomination Committee	:	Mr. Jin Zhanping (chairman), Mr. Zhang Chong
of the Board		and Mr. He Baofeng.
Remuneration and	:	Mr. Ye Shuhua (chairman), Mr. Zhang Chong and
Review Committee of		Ms. Zhang Yajuan.
the Board
Compliance Committee	:	Ms. Zhang Yajuan (chairman), Mr. Xie Jun and Ms.
of the Board		Wu Zhixin.
Audit Committee of the	:	Mr. He Baofeng (chairman), Mr. Ye Shuhua and
Board		Ms. Zhang Yajuan.

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Voting results of the resolution: 11 voted in favour, 0 voted against and 0 abstained.

V. THE RESOLUTION IN RELATION TO THE REMUNERATION PLAN FOR THE MANAGEMENT OF THE COMPANY WAS CONSIDERED AND APPROVED.

Based on the duties and responsibilities of the management and with reference to the actual conditions of the Company, the proposed remuneration plan for the management of the Company is as follows:

The remuneration of the management consists of basic annual salary, annual performance-related pay and outstanding contribution bonus.

1. Basic Annual Salary

General Manager : RMB300,000 (before tax) Deputy General Manager (including Chief : RMB200,000 (before tax) Financial Controller, Secretary to the Board, etc.)

2. Annual Performance-related Pay

Annual performance-related pay represents viable remuneration. Annual performance-related pay standard = basic annual salary × performance coefficient for the year. Performance coefficient is determined based on the return on net assets for the year.

Annual performance-related pay =annual performance-related pay standard×compound assessment coefficient.

Annual performance-related pay is payable in accordance with the appraisal under the “Measures on Remuneration and Performance Appraisal for Directors, Supervisors and Senior Management ( 董監高薪酬管理考核 辦法 )” of the Company.

3. Outstanding Contribution Bonus

Outstanding contribution bonus shall be proposed by the general manager and considered and confirmed by the Remuneration and Review Committee of the Board.

Voting results of the resolution: 11 voted in favour, 0 voted against and 0 abstained.

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• VI. THE RESOLUTION IN RELATION TO THE AMENDMENTS TO THE “MEASURES ON REMUNERATION AND PERFORMANCE APPRAISAL FOR DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT ( 董監 高薪酬管理考核辦法 )” OF THE COMPANY WAS CONSIDERED AND APPROVED.

In order to strengthen the incentive and restraint mechanism and regulate the management and appraisal of the remuneration for members of the Board and Supervisory Committee and the senior management of the Company, the “Measures on Remuneration and Performance Appraisal for Directors, Supervisors and Senior Management ( 董監高薪酬管理考核辦法 )” was amended based on the actual conditions of the Company.

Voting results of the resolution: 11 voted in favour, 0 voted against and 0 abstained.

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

Luoyang, the PRC 5 March 2019

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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