RoboSense Technology Co., Ltd — Capital/Financing Update 2017

Feb 24, 2017

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 of the Company.

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FURTHER ANNOUNCEMENT IN RELATION TO THE PROPOSED A SHARE PLACING AND THE TRIUMPH GROUP A SHARE PLACING

Financial adviser to the Company

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Reference is made to the announcement of Luoyang Glass Company Limited* (the “ Company ”) dated 7 February 2017 (the “ Announcement ”) in relation to its (i) very substantial acquisitions and connected transactions; (ii) proposed issuance and placing of A shares; and (iii) application for whitewash waiver. Unless otherwise specified, capitalised terms used herein shall have the same meaning as those defined in the Announcement.

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The Company hereby further announces that on 17 February 2017, the CSRC promulgated the revised “Detailed Implementation Rules for Non-public Issuance of Stocks by Listed Companies” (《上市公司非公開發行股票實施細則》) (the “ Revised Detailed Implementation Rules ”) and issued the “Questions and Answers in respect of Issuance Regulation – Regulatory Requirements Regarding Guiding and Regulating Financing Activities of Listed Companies” (《發行監管問答 – 關於引導規範上 市公司融資行為的監管要求》) (the “ Issuance Q&A ”). According to the Revised Detailed Implementation Rules and the Issuance Q&A, (i) the pricing base date for any non-public issuance of shares by a PRC listed company for fund raising purpose as mentioned in the PRC Issuance Measures was revised to “the first date of the shares issuance period”; and (ii) certain guidelines for fund raising activities of PRC listed companies were imposed, including but not limited to restricting the number of A shares to be placed or issued under the fund raising activities of a PRC listed company to not more than 20% of the total share capital of the PRC listed company prior to the issuance of A shares (collectively, the “ CSRC’s Rule Amendments ”).

THE PROPOSED A SHARE PLACING

As a result of the CSRC’s Rule Amendments, certain proposed terms of the Proposed A Share Placing as disclosed in the Announcement were affected. In the circumstances, on 24 February 2017, the Board has resolved to make the following adjustments to the Proposed A Share Placing:

• (i) amend the pricing base date of the Proposed A Share Placing from “the announcement date of the Board meeting approving the Proposed A Share Placing” to “the first date of the shares issuance period for the A Shares to be placed under the Proposed A Share Placing” (the “ Revised Pricing Base Date ”). Upon the above amendment, the issue price per A Share under the Proposed A Share Placing shall be amended from “not less than RMB23.45 per A Share” (the “ Original Issue Base Price ”) to “not less than 90% of the average share price (i.e. the ratio of the total turnover over the total volume of the A Shares) for the last 20 trading days of A Shares as quoted on the SSE prior to the Revised Pricing Base Date” (the “ Revised Issue Price ”). The final issue price will be subject to the approval of the Class Meetings and the EGM, and adjustment in case of ex-rights or ex-dividend during the period from the Revised Pricing Base Date to the issue date of A Shares, and determined with reference to the bidding prices offered by target subscribers in the price inquiry process; and

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• (ii) amend the number of A Shares to be placed and issued under the Proposed A Share Placing from “not more than 24,454,456 A Shares (which was calculated by using the Original Issue Base Price)” to “a number to be determined and calculated upon determination and finalization of (a) the aggregate proceeds to be raised under the Proposed A Share Placing (which shall be not more than RMB573,457,000) and (b) the Revised Issue Price”. In any event, the number of A Shares to be placed and issued under the Proposed A Share Placing shall not be more than 20% of the total share capital of the Company prior to the issuance of A Shares. The number of A Shares to be subscribed by Triumph Group under the Triumph Group A Share Placing shall be 10% of the A Shares to be placed and issued under the Proposed A Share Placing. The final number of A Shares to be placed and issued under the Proposed A Share Placing will be subject to the decision of the Board according to the actual situation at the time of issuance and within the issue amount approved by the CSRC, and adjustment in case of ex-rights or ex-dividend during the period from the Revised Pricing Base Date to the issue date of A Shares.

THE TRIUMPH GROUP A SHARE PLACING

As a result of the CSRC’s Rule Amendments and the abovementioned adjustments to the Proposed A Share Placing, on 24 February 2017, the Company entered into a supplemental agreement to the Triumph Group Subscription Agreement (the “ Supplemental Subscription Agreement ”) with Triumph Group. Pursuant to the Supplemental Subscription Agreement, the Company and Triumph Group have agreed to amend certain terms of the Triumph Group A Share Placing, including but not limited to the amendment of the issue price per A Share to the Revised Issue Price of “not less than 90% of the average share price (i.e. the ratio of the total turnover over the total volume of the A Shares) for the last 20 trading days of A Shares as quoted on the SSE prior to the Revised Pricing Base Date”. The number of A Shares to be subscribed by Triumph Group under the Triumph Group A Share Placing shall remain 10% of the A Shares to be placed and issued under the Proposed A Share Placing.

In case of any further adjustments or changes to the Proposed Acquisitions, the Proposed A Share Placing and the Triumph Group A Share Placing, the Company will make further announcement(s) in accordance with the requirements of the Listing Rules and the Takeovers Code as and when appropriate.

Save for the abovementioned adjustments to the Proposed A Share Placing and the Triumph Group A Share Placing, other proposed terms of the Proposed Acquisitions, the Proposed A Share Placing and the Triumph Group A Share Placing as disclosed in the Announcement remain unchanged. In addition, as disclosed in the Announcement, after completion of the issue of the Consideration Shares under the Proposed Acquisitions but before the Proposed A Share Placing and the Triumph Group A Share Placing, in the absence of the Whitewash Waiver, CNBMG and parties acting in concert with it would be obliged to make a mandatory general offer for all the Shares

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not already owned or agreed to be acquired by it and parties acting in concert with it pursuant to the Takeovers Code as a result of the issue of the Consideration Shares. Therefore, the abovementioned adjustments to the Proposed A Share Placing and the Triumph Group A Share Placing would not affect the application for the Whitewash Waiver.

Completion of the Proposed Acquisitions, the Proposed A Share Placing and the Triumph Group A Share Placing may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

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

Luoyang, the PRC 24 February 2017

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 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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