RoboSense Technology Co., Ltd — Capital/Financing Update 2015

Dec 30, 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.

This announcement is for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities of the Company.

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ANNOUNCEMENT ON ISSUANCE RESULTS OF SIGNIFICANT ASSET RESTRUCTURING AND CHANGE IN SHARE CAPITAL

The board of directors and all directors of Luoyang Glass Company Limited (the “ Company ”, “ Listed Company ” or “ Luoyang Glass* ”) guarantee that there are no false statements or misleading representations contained in or material omissions from this announcement and jointly and severally accept responsibility for the truthfulness, accuracy and completeness of the contents of this announcement.

Unless otherwise defined, terms used herein shall have the same meanings as defined in the circular of the Company dated 10 August 2015 in relation to, among others, the acquisition, disposal and connected transactions of the Company.

The Company received the Reply in relation to the Approval of the Issuance of Shares by Luoyang Glass Company Limited* to China Luoyang Float Glass (Group) Company Limited for Asset Acquisition and Raising of Supporting Funds Proceeds (CSRC Permit [2015] No. 2813) (《關於核准洛陽玻璃股份有限公司向中國洛陽浮法玻璃集 團有限責任公司發行股份購買資產並募集配套資金的批覆》(證監許可[2015]2813 號)) from the CSRC on 4 December 2015.

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The share registration procedure regarding the additional Shares issued under the issuance of Shares have been completed with Shanghai Branch of China Securities Depository and Clearing Corporation Limited on 29 December 2015. The additional A Shares cannot be transfered within 36 months upon completion of the issuance thereof.

Shareholders and potential investors may also refer to the announcement of the Company in relation to “Significant Asset Swap and Issuance of Shares by Luoyang Glass Company Limited* for Asset Acquisition in Cash and Raising of Supporting Funds Proceeds and Issuance Results of Issuance of Shares for Connected Transactions for Asset Acquisition in Cash and Change in Share Capital” that was published on the website of The Shanghai Stock Exchange at www.sse.com.cn on 30 December 2015 and the relevant overseas regulatory announcements published on the website of The Stock Exchange on 30 December 2015.

IMPORTANT NOTICE:

1. Number of shares issued and the issue price

Type of shares: RMB-denominated ordinary shares (A shares)

Number of shares issued: 15,000,000 shares

Issue price: RMB6.00 per share

2. Subscriber and lock-up period

	Number of	Lock-up
Subscriber	shares issued	period
	(Shares)	(Month)
China Luoyang Float Glass (Group)
Company Limited	15,000,000	36

3. Expected time of listing

The share registration procedure regarding the additional Shares issued under the issuance of Shares have been completed with Shanghai Branch of China Securities Depository and Clearing Corporation Limited on 29 December 2015. The additional Shares issued may be listed and traded on The Shanghai Stock Exchange on the next trading day upon the expiry of the lock-up period (the expected listing time shall be postponed to the next trading day if it shall fall on a statutory holiday or non-working day). The lock-up period commences after the completion of the issuance of Shares.

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4. Share registration

(I) Capital verification

WUYIGE issued Capital Verification Report Da Xin Yan Zi [2015] No. 2-00128 and stated that:

“According to our review and verification, as of 22 December 2015, Bengbu China Building Information Display Materials Co. Ltd. (蚌埠中建材信息 顯示材料有限公司) has completed the change of registration of industry and commerce and the 100% equity interests of Bengbu China Building Information Display Materials Co. Ltd. held by China Luoyang Float Glass (Group) Company Limited (中國洛陽浮法玻璃集團有限責任公司) has been transferred to the Company. Additional share capital of the Company is RMB15,000,000.00 upon the change of registration, representing 100% of the newly-registered capital.

Meanwhile, we noted that the registered capital of the Company is RMB500,018,242.00 prior to the increase in capital and such capital has been verified in the Capital Verification Report Heng De Gan Yan Zi [2007] No. 11 issued by Guangdong Hengxin Delu Certified Public Accountants Co., Ltd. (廣東恒信德律會計師事務所有限公司) As of 22 December 2015, the registered capital of the Company is RMB515,018,242.00 in aggregate and the share capital is RMB515,018,242.00 upon the change of registration.”

(II) Issuance of Shares

The registration and deposit procedures regarding the additional Shares issued for acquisition of assets under the issuance of Shares have been completed with Shanghai Branch of China Securities Depository and Clearing Corporation Limited on 29 December 2015.

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CHANGE IN THE SHAREHOLDING STRUCTURE BEFORE AND AFTER THE ISSUANCE

• I. Change in the shareholdings of the top 10 shareholders of the Company before and after the issuance

• (I) Shareholdings of the top 10 shareholders before the change in shareholding

As of 30 September 2015, shareholdings of the top 10 shareholders of the Company are as follows:

Numerical		Number of	Shareholding	Nature of share
order	Name of shareholders	shares held	Percentage	capital
		(Share)	(%)
1	HKSCC Nominees Limited	248,508,802	49.70	Overseas listed foreign
				invested shares
2	China Luoyang Float Glass	159,018,242	31.80	Ordinary shares
	(Group) Company Limited			denominated in RMB
3	Zhang Lixin	1,000,000	0.20	Ordinary shares
				denominated in RMB
4	Bank of Communications Co.,	403,252	0.08	Ordinary shares
	Ltd. – Yimin Quality Upgrade			denominated in RMB
	and Flexible Distribution
	Mixed Securities Investment
	Fund
5	Zong Fengzhen	380,300	0.08	Ordinary shares
				denominated in RMB
6	CHUK YEE MEN LIZA	374,000	0.08	Ordinary shares
				denominated in RMB
7	Li Xiaoli	346,300	0.07	Ordinary shares
				denominated in RMB
8	Agricultural Bank of China	319,500	0.06	Ordinary shares
	Limited – Fullgoal CSI State-			denominated in RMB
	owned Enterprises Reform
	Index Classified Fund
9	Jin Ruiming	315,394	0.06	Ordinary shares
				denominated in RMB
10	WONG SING TO	300,000	0.06	Ordinary shares
				denominated in RMB

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(II) Shareholdings of the top 10 shareholders of the Company after the issuance

After the issuance, the shareholdings of the top 10 shareholders of A shares of the Company (excluding shareholders of H shares) as of 29 December 2015 (share registration date) are as follows:

Numerical		Number of	Shareholding	Nature of
order	Name of shareholders	shares held	Percentage	share capital
		(Share)	(%)
1	China Luoyang Float Glass	174,018,242	33.79	Ordinary shares
	(Group) Company Limited			denominated in RMB
2	Liu Bibo	1,361,600	0.26	Ordinary shares
				denominated in RMB
3	Agricultural Bank of China	1,220,700	0.24	Ordinary shares
	Limited – Fullgoal CSI State-			denominated in RMB
	owned Enterprises Reform Index
	Classified Fund
4	Zhang Lixin	1,000,000	0.19	Ordinary shares
				denominated in RMB
5	Hong Kong Securities Clearing	473,921	0.09	Ordinary shares
	Company Limited			denominated in RMB
6	Jin Ruiming	315,394	0.06	Ordinary shares
				denominated in RMB
7	Li Jinsong	306,700	0.06	Ordinary shares
				denominated in RMB
8	Liu Chumin	203,800	0.04	Ordinary shares
				denominated in RMB
9	Li Pin	200,000	0.04	Ordinary shares
				denominated in RMB
10	Chang Yongbao	190,000	0.04	Ordinary shares
				denominated in RMB

The controlling shareholder and the de facto controller of the Company are still CLFG and CNBMG respectively after the issuance. The shareholding of the Company remains unchanged.

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II. Change in share capital structure of the Company before and after the issuance

Change in share capital structure of the Company before and after the issuance:

Class of shares Shares subject to trading moratorium Shares not subject to trading moratorium Ordinary shares denominated in RMB_(A shares) Overseas listed foreign invested shares(H shares)_ Total shares	Before the issuance Number of shares Percentage (’0,000 shares) (%) – – 50,001.82 100.00 25,001.82 50.00 25,000.00 50.00 50,001.82 100.00	After the Number of shares (’0,000 shares) 1,500 50,001.82 25,001.82 25,000.00 51,501.82	issuance Percentage (%) 2.91 97.09 48.55 48.54
			100.00

Upon completion of the issuance, the registered capital and total shares of the Company will be changed. The Company will amend the relevant provisions of the Articles of Association in accordance with the results of this non-public issuance of Shares.

MANAGEMENT DISCUSSION AND ANALYSIS

I. Impact on the asset structure and profitability of the Company

Prior to the transaction, the main products of the Listed Company comprise of ordinary float glass and ultra-thin glass substrate. Due to market reasons, the ordinary float glass business continued to report a loss, which would in turn weaken the profitability of the Listed Company. After the transaction, the Listed Company will dispose of the ordinary float glass business and focus on the ultrathin glass substrate business.

Upon completion of the transaction, the asset quality and profitability of the Listed Company will be enhanced while the falling trend in the Listed Company’s profit will be reversed, thus further improving its ability of sustainable operation.

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II. Impact on the business structure

Through the restructuring, Luoyang Glass will dispose of its equity interests and relevant liabilities in the heavily loss-making ordinary float glass business and the relatively less competitive silica sands business, and acquire the equity interests in ultra-thin glass business with bright development prospect, so as to upgrade and transform the major business of the Listed Company. Upon completion of the restructuring, Luoyang Glass will become a capital operation and industry integration platform specialized in new-type ultra-thin glass substrate business within the CNBMG.

III. Impact on the corporate governance structure

Upon completion of the issuance, the issuer will continue to ensure the effective operation of its corporate governance structure and effectively secure the interests of investors and the Company in accordance with the Company Law, the Securities Law, the Standards for Corporate Governance of Listed Companies and requirements of other relevant laws and regulations.

Upon completion of the issuance, the share capital of the issuer will be increased accordingly. The issuer will make amendments to the Articles of Association to reflect the changes in share capital based on actual results of the issuance and register the same with the industry and business administration.

IV. Impact on the structure of senior management

The issuance will present no direct and material impact on the structure of the senior management of the issuer.

V. Impact on the horizontal competition and connected transactions

Upon completion of the transaction, Luoyang Glass will no longer engage in the ordinary float glass business, and will shift its business focus to ultra-thin glass substrate. Therefore, there will be no horizontal competition in ordinary float glass business between the Company and CNBMG.

After the transaction, the Listed Company’s total sales and purchases with the related parties will be significantly decreased, which will in turn reduce the balance of accounts receivable and payable as a whole. The transaction will help reduce and regulate the connected transactions.

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

Luoyang, the PRC 30 December 2015

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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 nonexecutive 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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