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RoboSense Technology Co., Ltd Capital/Financing Update 2016

Nov 7, 2016

50628_rns_2016-11-07_22db7744-dffa-4f72-ac24-72d05c7e219a.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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ANNOUNCEMENT IN RESPECT OF CONTINUATION OF SUSPENSION OF TRADING IN A SHARES IN RELATION TO SIGNIFICANT ASSETS RESTRUCTURING

This announcement is made by 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.

Reference is made to the announcement of the Company dated 7 September 2016 in relation to contemplation of a significant event, the announcement of the Company dated 14 September 2016 in respect of continuation of suspension of trading in A shares in relation to a significant event, the announcement of the Company dated 23 September 2016 in respect of suspension of trading in A shares in relation to a significant assets restructuring, the announcement of the Company dated 30 September 2016 in respect of suspension of trading in A shares in relation to a potential significant assets restructuring and the announcement of the Company dated 20 October 2016 in respect of continuation of suspension of trading in A shares in relation to significant assets restructuring.

As the Company is contemplating a significant event, the trading in the A shares of the Company has been suspended since 8 September 2016. After discussion and negotiations between the Company and the relevant parties during the period of suspension of trading in the A shares of the Company, it has been confirmed that such event constitutes as a significant assets restructuring of the Company (the “ Significant Assets Restructuring ”). The trading in the A shares of the Company has been expected to be suspended for not more than one month since 10 October 2016.

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In accordance with the relevant provisions of the Practice Guideline on Suspension and Resumption of Trading for Planning of Significant Events of Listed Companies (《上 市公司籌劃重大事項停復牌業務指引》) issued by the Shanghai Stock Exchange (the “ Shanghai Stock Exchange ”), on the twelfth meeting of the eighth session of the board of directors of the Company held on 20 October 2016, the Company considered and approved the resolution in relation to the continuation of suspension of trading in the A shares of the Company for the Significant Assets Restructuring for not more than one month from 8 November 2016.

The specific details of the Significant Assets Restructuring are as follows:

1. THE FRAMEWORK AND PROGRESS OF THE SIGNIFICANT ASSETS RESTRUCTURING

I. Information of the target assets

The target assets are expected to be: 100% equity interest in CNBM (Hefei) New Energy Company Limited* (中建材(合肥)新能源有限公司), 100% equity interest in CNBM (Tongchen) New Energy Materials Company Limited* (中國建材桐城新能源材料有限公司), and 100% equity interest in CNBM (Yixing) New Energy Company Limited* (中建材(宜興)新能源有 限公司).

II. Major counterparties

The counterparties involved in the transaction are expected to include China Luoyang Float Glass (Group) Company Limited (中國洛陽浮法玻 璃集團有限責任公司), Hefei High-Tech Construction Investment Group Company* (合肥高新建設投資集團公司), Anhui Huaguang Photoelectricity Materials Technology Group Co., Ltd (安徽華光光電材料科技集團有限公 司), Bengbu Design & Research Institute for Glass Industry (蚌埠玻璃工 業設計研究院), China Triumph International Engineering Co., Ltd. (中國 建材國際工程集團有限公司), Triumph Technology Group Company (凱 盛科技集團公司), Far East Optoelectronics Company Limited* (遠東光 電股份有限公司), Yixing Environmental Technology Innovation Venture Investment Company Limited* (宜興環保科技創新創業投資有限公司) and GCL System Integration Technology Co., Ltd (協鑫集成科技股份有限公司). As the transaction is expected to involve connected parties, the transaction therefore constitute as a connected transaction of the Company.

III. Transaction type and its impact on the Company

The transaction type is expected to be issuance of shares, in order to acquire assets and raise funds. The transaction will not result in any change of control of the Company and will not constitute as a backdoor listing.

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IV. Progress of the relevant work

  1. Ever since the suspension of the trading in A shares of the Company, the Company and the relevant parties have proactively advanced the relevant work of the Significant Assets Restructuring, conducted study and discussion on the transaction type, scope of assets of the target assets, and the internal and external approval procedures involved in the Significant Assets Restructuring. The Company has not entered into any restructuring framework or intention agreement(s) with the counterparties.

  2. The intermediaries of the Significant Assets Restructuring have already been progressing to work, works such as the due diligence, auditing and valuation of the target assets are still in progress.

2. SPECIFIC REASONS FOR THE FAILURE TO RESUME TRADING IN A SHARES OF THE COMPANY AS SCHEDULED

Since the Significant Assets Restructuring involves many counterparties and internal and external approval procedures etc., the Company and the relevant counterparties need more time to further communicate, negotiate and discuss the relevant matters.

Pursuant to the provisions under the Notice on the Relevant Issues Concerning the Regulation of Assets Restructuring between a Listed Company and Its State-owned Shareholder(s) (Guo Zi Fa Chan Quan (2009) No. 124 of the State-owned Assets Supervision and Administration Commission of the State Council) (《關於規範國有股東與上市公司進行資產重組有關事項的通知》 (國務院國有資產監督管理委員會國資發產權(2009)124號)), the plan of the Significant Assets Restructuring shall be subject to the pre-approval by the State-owned Assets Supervision and Administration Commission (the “ SASAC ”) of the State Council. For the above reasons, the trading in the A shares of the Company cannot be resumed as scheduled.

3. APPROVALS REQUIRED PRIOR TO THE DISCLOSURE OF THE RESTRUCTURING PROPOSAL

The obtaining of the pre-approval opinion of the SASAC of the State Council is required for the Significant Assets Restructuring.

The Significant Assets Restructuring and the relevant disclosure documents may also require pre-approval and approval by the regulatory institutions in Hong Kong.

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4. TIME ARRANGEMENT FOR THE CONTINUATION OF SUSPENSION OF TRADING IN THE A SHARES OF THE COMPANY

Upon request of the Company to the Shanghai Stock Exchange, the trading in the A shares of the Company will continue to be suspended for not more than one month from 8 November 2016.

5. SUBSEQUENT WORK ARRANGEMENT

Subsequently, the intermediaries will continue with the due diligence works, and the Company and the relevant parties will further communicate and discuss the plan of the Significant Assets Restructuring and strengthen communication with the regulatory authorities on the approvals for the Significant Assets Restructuring in order to jointly accelerate all the work related to the Significant Assets Restructuring.

During the period of suspension of trading in the A shares of the Company, the Company will, based on the progress of the Significant Assets Restructuring, fulfill its obligations of information disclosure in a timely manner. After completion of the relevant works, a meeting of the board of the Company (the “ Board ”) will be held to consider the proposal of the Significant Assets Restructuring, and the Company will make announcement(s) and resume trading in the A shares of the Company upon request to the Shanghai Stock Exchange in a timely manner. Investors are reminded to read the relevant announcement(s) of the Company and to be aware of the investment risks.

As the Company is contemplating the Significant Assets Restructuring, whether to proceed with the Significant Assets Restructuring involves significant uncertainties. If it does proceed, the Significant Assets Restructuring may still be subject to certain conditions. Investors and shareholders are advised by the Board 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 November 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.

  • for identification purposes only

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