RoboSense Technology Co., Ltd — Capital/Financing Update 2016

Dec 7, 2016

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 appears for information purposes only and does not constitute an invitation or offer to acquire, purchase or subscribe for any securities.

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ANNOUNCEMENT IN RESPECT OF THE ENTERING INTO OF SIGNIFICANT ASSETS RESTRUCTURING FRAMEWORK AGREEMENTS

This announcement is made by the board (the “ Board ”) of directors (the “ Directors ”) of Luoyang Glass Company Limited* (the “ Company ”) pursuant to Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).

References are made to the announcements of the Company dated 7 September 2016, 14 September 2016, 23 September 2016, 30 September 2016, 20 October 2016 and 7 November 2016 respectively in respect of the significant assets restructuring of the Company (the “ Restructuring ”).

According to the requirements in the “Business Guide for Suspension and Resumption of Trading for Planning of Material Matters of Listed Companies (上市公司籌劃重 大事項停復牌業務指引)” of the Shanghai Stock Exchange and for the purpose of running the restructuring works smoothly, the Company entered into significant assets restructuring framework agreements with all relevant parties to the transactions to reach preliminary intention in respect of the plan of the Restructuring. On 7 December

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2016, the Company entered into (1) the framework agreement (the “ Hefei New Energy Framework Agreement ”) in respect of the acquisition of 100% equity interest in CNBM (Hefei) New Energy Company Limited* (中建材（合肥）新能源有限公司) (“ Hefei New Energy ”) with China Luoyang Float Glass (Group) Company Limited* (中國洛陽浮法玻璃集團有限責任公司) (“ CLFG ”) and Hefei High-Tech Construction Investment Group Company* (合肥高新建設投資集團公司) (“ Hefei High-Tech ”), (2) the framework agreement (the “ Tongcheng New Energy Framework Agreement ”) in respect of the acquisition of 100% equity interest in CNBM (Tongcheng) New Energy Materials Company Limited* (中國建材桐城新能源材料有限公司) (“ Tongcheng New Energy ”) with Anhui Huaguang Photoelectricity Materials Technology Group Co., Ltd. (安徽華光光電材料科技集團有限公司) (“ Huaguang Group ”), Bengbu Design & Research Institute for Glass Industry (蚌埠玻璃工業設計研究院) (“ Bengbu Institute ”) and China Triumph International Engineering Co., Ltd. (中國建材國際工程 集團有限公司) (“ International Engineering ”), and (3) the framework agreement (the “ Yixing New Energy Framework Agreement ”, together with the Hefei New Energy Framework Agreement and the Tongcheng New Energy Framework Agreement, the “ Three Framework Agreements ”) in respect of the acquisition of 70.99% equity interest in CNBM (Yixing) New Energy Company Limited* (中建材（宜興）新能源 有限公司) (“ Yixing New Energy ”) with Triumph Technology Group Company (凱盛 科技集團公司) (“ Triumph Group ”), Yixing Environmental Technology Innovation Venture Investment Company Limited* (宜興環保科技創新創業投資有限公司) (“ Yixing Environmental Technology ”) and GCL System Integration Technology Co., Ltd. (協鑫集成科技股份有限公司) (“ GCL System Integration ”).

THE THREE FRAMEWORK AGREEMENTS

Save for the differences in the parties and target assets clauses, the terms of the Three Framework Agreements are substantially the same. Set out below is a summary of the principal terms of the Three Framework Agreements:

Date

7 December 2016

Parties

1. Hefei New Energy Framework Agreement

• (1) The Company, as the purchaser; and

• (2) CLFG and Hefei High-Tech, as the sellers.

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2. Tongcheng New Energy Framework Agreement

• (1) The Company, as the purchaser; and

• (2) Huaguang Group, Bengbu Institute and International Engineering, as the sellers.

3. Yixing New Energy Framework Agreement

• (1) The Company, as the purchaser; and

• (2) Triumph Group, Yixing Environmental Technology and GCL System Integration, as the sellers.

Target assets

1. Hefei New Energy Framework Agreement

The target asset under the Hefei New Energy Framework Agreement shall be 100% equity interest in Hefei New Energy, which is jointly held by CLFG and Hefei High-Tech, as the sellers.

2. Tongcheng New Energy Framework Agreement

The target asset under the Tongcheng New Energy Framework Agreement shall be 100% equity interest in Tongcheng New Energy, which is jointly held by Huaguang Group, Bengbu Institute and International Engineering, as the sellers.

3. Yixing New Energy Framework Agreement

The target asset under the Yixing New Energy Framework Agreement shall be 70.99% equity interest in Yixing New Energy, which is jointly held by Triumph Engineering, Yixing Environmental Technology and GCL System Integration, as the sellers.

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Consideration and payment terms

The consideration of the target assets under the Restructuring will be negotiated and determined by the relevant parties, with reference to the appraisal value in the appraisal report issued by an asset valuation institution with qualifications in securities business, using 31 October 2016 as the base date, and filed with the State-Owned Assets Supervision and Administration Commission of the State Council (the “ SASAC ”) of the People’s Republic of China (the “ PRC ”). The final consideration for the target assets shall be subject to the formal agreements to be signed by the relevant parties. It is expected that the Company will settle consideration of the target assets through nonpublic issuance of A shares of the Company (the “ A Shares ”) to the sellers.

Subsequent arrangement for the transactions

Upon completion of the due diligence, all parties shall further discuss on the particulars of the transactions such as the price base date of the shares to be issued, consideration, issue price of shares, number of shares to be issued, profit guarantee, earnings compensation, shares lock-up restriction and release, and enter into formal agreements to govern the same.

Conditions precedent to the transactions

All parties agree that the transactions shall be subject to satisfaction of certain conditions precedent. Particulars of such conditions precedent shall be subject to the formal agreements to be signed by the parties.

Finalization of the plan

The Three Framework Agreements only reflect the preliminary intention of all parties in relation to the core issues of the transactions, which is not the final plan of the Restructuring. The final plan and particulars of the transactions shall be subject to the formal agreements to be signed by the parties.

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Effectiveness and termination of the agreements

The Three Framework Agreements shall become effective from the date of signing and affixing of the common seals by the legal representatives or authorized representatives of the respective parties.

If the respective parties to the Three Framework Agreements are unable to agree on the contents of the transactions and enter into the formal agreements within ninety (90) days upon signing of the Three Framework Agreements, the Three Framework Agreements shall automatically be terminated upon expiry of such ninety (90) days period.

The Three Framework Agreements may be terminated and rescinded by mutual agreement of the respective parties.

INFORMATION OF THE COMPANY, CLFG, HEFEI HIGH-TECH, H U A G U A N G G R O U P , B E N G B U I N S T I T U T E , I N T E R N A T I O N A L ENGINEERING, TRIUMPH GROUP, YIXING ENVIRONMENTAL TECHNOLOGY AND GCL SYSTEM INTEGRATION

The Company is principally engaged in the production and sales of ultra-thin electronic glass. As at the date of this announcement, CLFG was interested in 105,018,242 A Shares, representing approximately 19.94% of the total issued share capital of the Company, and Bengbu Institute was interested in 69,000,000 A Shares, representing approximately 13.10% of the total issued share capital of the Company. Bengbu Institute directly holds 19.00% equity interest in CLFG and is an indirect whollyowned subsidiary of China National Building Material Group Co., Ltd* (中國建材集 團有限公司) (“ CNBMG ”), a wholly state-owned enterprise incorporated in the PRC, which through another wholly-owned subsidiary of it, indirectly holds approximately 53.64% interest in CLFG. Therefore, CNBMG is the ultimate controlling shareholder of the Company and is deemed to be interested in 174,018,242 A Shares held by CLFG and Bengbu Institute by virtue of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), representing approximately 33.04% of the total issued share capital of the Company.

As mentioned above, CLFG, the substantial shareholder of the Company, is principally engaged in the production and sales of float glass, imports, exports and domestic sales of glass processing technology, design, subcontracting and labour exports of engineering works and other businesses.

Hefei High-Tech, an independent third party to the Company, is principally engaged in five major business sectors including construction of infrastructure, sales of real estate, sales of production facilities, leasing business and disposal of assets.

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Huaguang Group, an indirect subsidiary of CNBMG, is principally engaged in manufacturing and sales of float glass, ITO conductive film glass and further processed glass products.

Bengbu Institute, an indirect subsidiary of CNBMG, is principally engaged in engineering management and services sector, manufacture of equipment sector, new materials sector and new glass sector (including ITO conductive film glass, TFT-LCD glass and float glass).

International Engineering, an associate of CNBMG, is principally engaged in engineering technology research and service, which mainly includes general contracting business of glass, cement and new energy and engineering project design business.

Triumph Group, a direct subsidiary of CNBMG, is principally engaged in glass sector, new materials sector, new energy sector, new equipment sector and project management sector.

Yixing Environmental Technology, an independent third party to the Company, is principally engaged in the business of investment venture.

GCL System Integration, an independent third party to the Company, is principally a collective supplier for an integrated photovoltaic electricity station with a “Design + Products + Services” system with research and development in technology, optimization of design, collective system, support to financial services and operation and maintenance services.

POSSIBLE IMPLICATIONS UNDER THE TAKEOVERS CODE

As mentioned above, as at the date of this announcement, CNBMG is deemed to be interested in 174,018,242 A Shares, representing approximately 33.04% of the total issued share capital of the Company.

The possible issue of the A Shares to the sellers under the Restructuring may or may not increase CNBMG’s holding of voting rights in the Company by more than 2% from the lowest percentage holding of it in the previous 12 months and thereby exceeding the 2% creeper threshold specified in Rule 26.1(c) of the Hong Kong Code on Takeovers and Mergers (“ Takeovers Code ”). It is expected that if CNBMG’s holding of voting rights in the Company exceeds the 2% creeper threshold upon the Restructuring, CNBMG and parties acting in concert with it will make an application to the Executive (the “ Executive ”) of the Corporate Finance Division of the Securities and Futures Commission of Hong Kong (the “ SFC ”) or any delegate of the Executive for the whitewash waiver pursuant to Note 1 on dispensations from Rule 26 of the Takeovers Code (the “ Whitewash Waiver ”).

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If the Restructuring involves the application for the Whitewash Waiver, it is expected that the granting of the Whitewash Waiver is a non-waivable condition precedent to the Restructuring. Shareholders of the Company and potential investors should note that the Whitewash Waiver may or may not be granted by the Executive.

GENERAL INFORMATION

The Three Framework Agreements only reflect the preliminary agreement of all parties on the framework of the Restructuring, which are the main contents and principles of the Restructuring but are not the final plan of the Restructuring. Particulars of the Restructuring are subject to the formal agreements to be signed by the parties.

The Three Framework Agreements merely specify intention of the parties to cooperate, which preliminarily confirm cooperation terms and principles and serve as a basis for the subsequent works of the Company. The final plan and particulars of the Restructuring shall be subject to further negotiation between the parties and the formal transaction documents to be signed. Meanwhile, the parties shall carry out their respective internal and external procedures for decision-making, consideration and approval, and obtain the necessary consent and approval from the regulatory institutions, including consent and/or approval from the SASAC, China Securities Regulatory Commission, the SFC and The Stock Exchange of Hong Kong Limited (if applicable).

If transactions under the Three Framework Agreements materialize, it is expected that they may constitute notifiable transactions and connected transactions of the Company under the Listing Rules, and the Company will make further announcement(s) as and when appropriate in compliance with the Listing Rules.

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Since particulars of the Restructuring are still subject to further negotiation and formal agreements to be signed, the plan of the Restructuring has not been finalized. It involves significant uncertainties on whether the Restructuring will proceed, and if it does proceed, the Restructuring may still be subject to certain conditions. Shareholders of the Company and potential investors are advised to exercise caution when dealing in the shares of the Company.

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

Luoyang, the PRC 7 December 2016

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 non-executive 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.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm having made all reasonable inquiries, that to the best of their knowledge, their 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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