RoboSense Technology Co., Ltd — Capital/Financing Update 2018

Aug 15, 2018

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.

==> picture [373 x 149] intentionally omitted <==

＊

OVERSEAS REGULATORY ANNOUNCEMENT

This announcement is made pursuant to Rule 13.10B of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Set out below is the Announcement in Relation to Provision of Guarantees for Subsidiaries by Luoyang Glass Company Limited published by Luoyang Glass Company Limited (the “ Company ”) on the website of the Shanghai Stock Exchange at www.sse.com.cn, for information purpose only.

Announcement is hereby given.

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

Luoyang, the PRC 15 August 2018

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; one nonexecutive Director: Mr. Xie Jun; and four independent non-executive Directors: Mr. Jin Zhanping, Mr. Liu Tianni, Mr. Ye Shuhua and Mr. He Baofeng.

• For identification purposes only

– 1 –

Stock name: Luoyang glass Stock code: 600876 Announcement No: Lin 2018-050

Luoyang Glass Company Limited*

Announcement in relation to Provision of Guarantees for Subsidiaries

The board of directors (the “ Board ”) and all the directors of the Company warrant that there are no false representations, misleading statements contained in, or material omissions from, this announcement, and severally and jointly accept full responsibility for the truthfulness, accuracy and completeness of the content of this announcement.

IMPORTANT HIGHLIGHTS:

• The Company provides guarantees for the bank facilities and project loans applied by its wholly-owned and controlled subsidiaries with an expected guaranteed amount of no more than RMB510 million.

• No counter-guarantee is provided in respect of the abovementioned guarantees for the subsidiaries and the Company has no overdue external guarantees.

• Matters related to the abovementioned guarantees for the subsidiaries are subject to consideration and approval at the extraordinary general meeting of the Company.

I. Overview on the Guarantees

As at the date of this announcement, the Company has provided external guarantees of RMB110 million in aggregate for its wholly-owned and controlled subsidiaries, representing 19.67% of its latest audited net assets.

As of 31 December 2018, according to the capital requirements of the daily production and operation and the business development of the wholly-owned and controlled subsidiaries of the Company, the Company proposes to provide guarantees for the bank facilities and project loans applied by its subsidiaries with an expected guaranteed amount of no more than RMB510 million in total.

The resolution in relation to provision of guarantees for the subsidiaries was considered and approved at the fifty-eighth meeting of the eighth session of the Board of the Company with 9 affirmative votes, 0 dissenting vote and 0 abstention vote.

– 2 –

The Board agreed that the aggregate guaranteed amount provided by the Company to its subsidiaries shall be no more than RMB510 million and the guarantee provided to each of its subsidiaries is subject to adjustment provided that the total actual guaranteed amount shall not exceed the abovementioned amount. The guarantees do not constitute a connected transaction.

On 15 August 2018, China Luoyang Float Glass (Group) Company Limited ( 中國洛陽浮法玻璃集團有限責任公司 ), the controlling shareholder of the Company, adds the above resolution as a new resolution of the 2018 second extraordinary general meeting of the Company, and submitted a Letter of Proposal in Relation to the Addition of an Extraordinary Resolution to the 2018 Second Extraordinary General Meeting of Luoyang Glass Company Limited to the Board of the Company. The Board of the Company agreed to present the Resolution in Relation to Provision of Guarantees for Financing Loans of Wholly-owned and Controlled Subsidiaries by Luoyang Glass Company Limited* to the 2018 second extraordinary general meeting for consideration.

II. The Expected Guaranteed Amount

			Guaranteed
	Guaranteed		amount
No.	subsidiary	Type of subsidiary	(RMB0’000)
1	Bengbu CNBM	Wholly-owned subsidiary	10,000.00
	Information Display
	Materials Co., Ltd.
2	CLFG Longhai Electronic	Wholly-owned subsidiary	10,000.00
	Glass Co., Ltd.
3	CNBM (Puyang)	Wholly-owned subsidiary	20,000.00
	Photoelectric Material
	Co., Ltd.
4	CNBM (Yixing) New	Controlled subsidiary	11,000.00
	Energy Resources Co.,
	Ltd.
Total			51,000.00

– 3 –

III. Basic Information of Guaranteed Parties

1. Bengbu CNBM Information Display Materials Co., Ltd. (Bengbu Company)

Company address:

No. 123 Longjin Road, Longzi Lake, Bengbu City, Anhui Province

Legal representative: Zhang Chong

Registered capital: RMB632,764,300

Scope of business:

research and development, production, sale and deep processing of ultra-thin glass; import and export of various commodities and by-products of its own and on agency basis; and sale of glass-related primary materials, auxiliary materials and other glass products and relevant technical services.

A s a t t h e e n d o f 2 0 1 7 , t o t a l a s s e t s , t o t a l liabilities and net assets of Bengbu Company were RMB1,066,870,000, RMB242,520,000 and RMB824,350,000, respectively and its gearing ratio was 23% as at 31 December 2017. From January to March 2018, its operating income and net profit were RMB36,360,000 and RMB6,510,000, respectively. As at the end of March 2018, total assets, total liabilities and net assets of Bengbu Company were RMB999,240,000, RMB228,380,000 and RMB770,860,000, respectively and its gearing ratio was 23% as at 31 March 2018.

– 4 –

2. CLFG Longhai Electronic Glass Co., Ltd. (Longhai Company)

Company address: Shouyangshan Town, Yanshi City, Henan Province Legal representative: Wang Guoqiang

Registered capital: RMB100,000,000

Scope of business:

production and sale of float glass, electronic glass, flat panel display devices and materials; and processing of glass and raw materials.

A s a t t h e e n d o f 2 0 1 7 , t o t a l a s s e t s , t o t a l liabilities and net assets of Longhai Company were RMB213,940,000, RMB47,850,000 and RMB166,090,000, respectively and its gearing ratio was 22% as at 31 December 2017. From January to March 2018, its operating income and net profit were RMB5,860,000 and RMB-2,110,000, respectively. As at the end of March 2018, total assets, total liabilities and net assets of Longhai Company were RMB175,880,000, RMB11,890,000 and RMB163,990,000, respectively and its gearing ratio was 7% as at 31 March 2018.

– 5 –

3. CNBM (Puyang) Photoelectric Material Co., Ltd. (Puyang Company)

Company address: Industry Cluster Area, Puyang County

Legal representative: Zhang Chong

Registered capital: RMB240,000,000 Scope of business:

production, processing and sale of solar thermal power glass, electronic glass and electronic information display glass; processing of glass and relevant raw materials; and technical consultation and service for float glass, solar thermal power glass and electronic information display glass.

A s a t t h e e n d o f 2 0 1 7 , t o t a l a s s e t s , t o t a l liabilities and net assets of Puyang Company were RMB180,510,000, RMB100,870,000 and RMB79,640,000, respectively and its gearing ratio was 56% as at 31 December 2017. As at the end of March 2018, total assets, total liabilities and net assets of Puyang Company were RMB250,070,000, RMB100,530,000 and RMB149,540,000, respectively and its gearing ratio was 40% as at 31 March 2018.

– 6 –

4. CNBM (Yixing) New Energy Resources Co., Ltd. (Yixing New Energy)

Company address:

No. 1 Xinyunlai Road, Taoyuan Development Zone, Gaocheng Town, Yixing City

Legal representative: Zhang Chong

Registered capital: RMB313,700,000

Scope of business:

research and development of new energy technology; manufacturing, processing, technical research, development and sale of glass products; external investment with self-owned capitals; and import and export of various commodities and technologies of its own and on agency basis (other than commodities and technologies which are restricted for operation or prohibited for import or export by the State).

A s a t t h e e n d o f 2 0 1 7 , t o t a l a s s e t s , t o t a l liabilities and net assets of Yixing New Energy were RMB837,430,000, RMB500,090,000 and RMB337,340,000, respectively and its gearing ratio was 60% as at 31 December 2017. From January to March 2018, its operating income and net profit were RMB78,420,000 and RMB5,980,000, respectively. As at the end of March 2018, total assets, total liabilities and net assets of Yixing New Energy were RMB885,670,000, RMB542,350,000 and RMB343,320,000, respectively and its gearing ratio was 61% as at 31 March 2018.

IV. Information about Guarantee Contracts

The above guarantees of the Company to its subsidiaries shall be subject to the review and approval of relevant banks and their institutions. The actual guaranteed amount shall be subject to the guarantee contracts actually executed and implemented. Each guaranteed amount and guarantee period shall be otherwise provided in specific contracts.

– 7 –

V. Opinion of the Board

Upon consideration, the Board of the Company is of the view that the provision of guarantees by the Company for its wholly-owned and controlled subsidiaries is in line with the needs of the operation and development of the Company and will offer timely and effective financial support to the subsidiaries. The guaranteed parties are the wholly-owned and controlled subsidiaries of the Company with stable production and operation. Hence, the risk under the guarantees is within control and there is no contravention to the interest of the Company and its shareholders as a whole. The Board consents to proceed the aforesaid matters subject to the consideration at the general meeting.

VI. The Opinion of the Independent Directors

The guaranteed parties relating to guarantees are expected to be the wholly-owned or controlled subsidiaries included in the consolidated financial statements of the Company. The provision of guarantees by the Company for the subsidiaries is to meet the requirements of the bank facilities and project loans applied by each of its subsidiaries, which are reasonable to the daily production and operation. The decision-making procedures for the guarantees are in compliance with the provisions of relevant laws, regulations and the Articles of Association of the Company and the risk under the guarantees are within control with no prejudice to the interest of the Company and the minority shareholders.

The independent directors agreed on the external guarantees by the Company and the forthcoming arrangement for the guaranteed amounts to the subsidiaries and to propose the aforesaid matters at the extraordinary general meeting of the Company for consideration.

VII. Accumulated Amounts of External Guarantees and Overdue Guarantee

As at the date of this announcement, the aggregate amount of the external guarantees by the Company is RMB110 million, all of which are provided to the wholly-owned and controlled subsidiaries of the Company, representing 19.67% of the latest audited net assets of the Company. The Company has no overdue guarantee.

– 8 –

VIII. Documents Available for Inspection

1. Resolutions passed at the fifty-eighth meeting of the eighth session of Board of the Company;

2. Copies of the business licenses of the guaranteed subsidiaries and the latest financial statements.

Announcement is hereby given.

The Board of Luoyang Glass Company Limited* 15 August 2018

– 9 –