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RoboSense Technology Co., Ltd Capital/Financing Update 2015

May 29, 2015

50628_rns_2015-05-29_ed0860f5-daa8-4b50-80ab-df857588aba7.pdf

Capital/Financing Update

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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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FURTHER DELAY IN DESPATCH OF CIRCULAR IN RELATION TO MAJOR AND CONNECTED TRANSACTIONS, APPLICATION FOR WHITEWASH WAIVER AND PROPOSED ISSUANCE AND PLACING OF A SHARES

References are made to the announcement of Luoyang Glass Company Limited* (the “ Company ”) dated 31 December 2014 (the “ Announcement ”) in relation to, among other things, the major and connected transactions of the Company, the application for the Whitewash Waiver and the Proposed A Share Placing, the announcements of the Company dated 20 January 2015 and 31 March 2015 in relation to the delay in despatch of the Circular (the “ Delay Announcements ”) and the announcement of the Company dated 12 May 2015 in relation to the progress of the significant asset restructuring (the “ Progress Announcement ”). Capitalised terms used in this announcement shall have the same meanings as those defined in the announcements unless otherwise specified herein.

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As stated in the Announcement, upon (i) finalisation of the valuation of the net assets/ (liabilities) of the Outgoing Entities; (ii) finalisation of the valuation of the amounts due from the Outgoing Entities to the Company; (iii) finalisation of the valuation of the net asset value of the Incoming Entity; (iv) completion of the audit work for the Outgoing Entities and the Incoming Entity; and (v) approval or filing (as the case may be) of valuation of the values of the Outgoing Entities and the Incoming Entity by the SASAC, the Company and CLFG will, based on arm’s length negotiations, enter into the Formal Agreement which will supersede the Framework Agreement.

As stated in the Delay Announcements, the Circular containing, among other things, (i) details of the Reorganisation, the Framework Agreement and the Formal Agreement, the transactions contemplated thereunder, the specific mandates, the Whitewash Waiver and the Proposed A Share Placing; (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders on the Formal Agreement and the transactions contemplated thereunder, the specific mandates and the Whitewash Waiver; and (iii) a letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders on the Formal Agreement and the transactions contemplated thereunder, the specific mandates and the Whitewash Waiver, is expected to be despatched to the Shareholders on or before 31 May 2015.

As disclosed in the Progress Announcement, the assessment results of the underlying assets under the significant asset restructuring have been filed with the SASAC recently. However, the Formal Agreement has not been entered into as the Company, CLFG and intermediaries are in the progress to amend and modify the proposal in relation to the Transaction pursuant to the Amendment to the Administrative Measures on Significant Asset Restructuring of Listing Companies with Regard to Applicable Opinions in Rule 14 and Rule 44 – Applicable Opinions No.12 on the Securities and Futures Laws (Zheng Jian Hui Gong Gao [2015] No.10) (《<上市公司重大資產重 組管理辦法>第十四條、第四十四條的適用意見 – 證券期貨法律適用意見第12 號》(證監會公告[2015]10號)修訂版) and relevant requirements of Questions and Answers about Issuance of Shares by Listed Companies to Acquire Assets and Use of Supporting Proceeds (《關於上市公司發行股份購買資產同時募集配套資金用途等問 題與解答》) issued by the CSRC recently.

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After recent communication with the SASAC, the Company is finalising the revised proposal and other necessary documentation in relation to the Transaction and it is expected that the despatch date of the Circular will be further postponed to a date falling on or before 31 July 2015. The Company has applied to the Executive for a waiver from strict compliance with Rule 8.2 of the Takeovers Code such that the despatch date of the Circular will be further postponed from 31 May 2015 to a date falling on or before 31 July 2015 and the Executive has indicated that it is minded to grant the consent to the postponement.

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

Luoyang, the PRC 29 May 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.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to CLFG) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

The directors of CLFG jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to the Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

  • for identification purposes only

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