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

Apr 19, 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.

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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COMPLETION OF THE VERY SUBSTANTIAL ACQUISITIONS AND CONNECTED TRANSACTIONS

Financial adviser to the Company

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Reference is made to (i) the circular of the Company dated 11 October 2017 in relation to, among other things, its (a) very substantial acquisitions and connected transactions; (b) proposed A share placing; and (c) application for whitewash waiver (the “ Circular ”); (ii) the announcement of the Company dated 27 October 2017, in relation to, among others, the poll results of the EGM and the Shareholders’ Class Meetings (the “ Poll Results Announcement ”); (iii) the announcements of the Company dated 25 January 2018, 1 February 2018, 19 March 2018 and 19 March 2018 (the “ Announcements ”) in relation to, among other things, the vetting and approval by the Merger and Reorganisation Committee of the CSRC; and (iv) the transfer completion announcement of the Company dated 13 April 2018 (“ Transfer Completion Announcement ”). Unless otherwise specified, capitalised terms used herein shall have the same meaning as those defined in the Circular, the Announcements and the Transfer Completion Announcement.

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COMPLETION OF THE PROPOSED ACQUISITIONS

As set out in the Transfer Completion Announcement, completion of the transfer of business registration of each of the 100% equity interest in Hefei New Energy and Tongcheng New Energy took place on 23 March 2018 and 27 March 2018 respectively and 70.99% equity interest in Yixing New Energy took place on 13 April 2018.

On 19 April 2018, the Board is pleased to announce that the Company has received a registration confirmation with respect to the change of securities from the Shanghai Branch of China Securities Depository and Clearing Corporation Limited confirming that the share registration procedure regarding the Consideration Shares issued under the Proposed Acquisitions have been completed on 18 April 2018. The Consideration Shares issued may be traded on The Shanghai Stock Exchange on the next trading day upon the expiry of the lock-up period (the expected listing time shall be postponed to the next trading day if it shall fall on a statutory holiday or non-working day). The lock-up period commences after the completion of the issuance of the Consideration Shares on 18 April 2018.

Upon the completion of the Proposed Acquisitions, each of Hefei New Energy and Tongcheng New Energy has become a wholly-owned subsidiary of the Company and Yixing New Energy has become a controlled subsidiary of the Company.

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Pursuant to the Proposed Acquisitions, an aggregate of 33,030,516 Consideration Shares credited as fully paid at the issue price of RMB23.45 per A Share were issued to the respective Vendors under the First SP Agreement, the Second SP Agreement and the Third SP Agreement, details of which are shown below:

Name of the VendorsThe First SP AgreementCLFGHefei High-TechTotalThe Second SP AgreementHuaguang GroupBengbu InstituteInternational EngineeringTotalThe Third SP AgreementTriumph GroupYixing Environmental TechnologyGCL System IntegrationTotal	Number ofConsiderationShares issuedLock-up period(month)10,097,588 A Shares363,029,276 A Shares1213,126,864 A Shares6,377,490 A Shares362,365,976 A Shares36708,610 A Shares369,452,076 A Shares7,508,991 A Shares361,877,247 A Shares361,065,338 A Shares3610,451,576 A Shares

Upon the completion of the Proposed Acquisitions, the registered capital of the Company has been increased to RMB559,797,391, and the total number of shares of the Company has been increased to 559,797,391 shares, which was divided into 309,797,391 A Shares and 250,000,000 H Shares.

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CHANGE IN SHAREHOLDING STRUCTURE OF THE COMPANY

Details of the shareholding structure of the Company immediately before and after the completion of the Proposed Acquisitions are set out below:

	Heto	ANGE IN SHAREHOLDING STRUCTURE OF THails of the shareholding structure of the Company immmpletion of the Proposed Acquisitions are set out below:	ANGE IN SHAREHOLDING STRUCTURE OF THails of the shareholding structure of the Company immmpletion of the Proposed Acquisitions are set out below:
SACCBHITSYGHOSHHOST	hareholdersImmediately beforecompletion of the ProposedAcquisitions Numberof SharesApproximate%SharesNBMG and parties actingin concertLFG105,018,24219.94engbu Institute69,000,00013.10uaguang Group––nternational Engineering––riumph Group––ub-total of CNBMG andparties acting in concert174,018,24233.04ixing EnvironmentalTechnology––CL System Integration––efei High-Tech––ther A Shareholders102,748,63319.51ub-total of the numberof A Shares276,766,87552.54SharesKSCC (Nominees) Limited(Note)248,600,69947.19ther Public H Shareholders1,399,3010.27ub-total of the number ofH Shares250,000,00047.46otal526,766,875100.00		Immediately uponcompletion of the ProposedAcquisitionsNumberof SharesApproximate%115,115,83020.5671,365,97612.756,377,4901.14708,6100.137,508,9911.34201,076,89735.921,877,2470.341,065,3380.193,029,2760.54102,748,63318.35309,797,39155.34248,600,69944.411,399,3010.25250,000,00044.66559,797,391100

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Notes:

• (1) To the best knowledge of the Company, HKSCC (Nominees) Limited holds the H Shares as the nominee of public H Shareholders.

• (2) As at the date of this announcement, none of the Directors is interested in any Shares.

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

Luoyang, the PRC 19 April 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.

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 statements in this announcement misleading.

• For identification purposes only

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