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

Feb 2, 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 <==

＊

SUPPLEMENTAL ANNOUNCEMENT IN RESPECT OF THE PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE REORGANISATION

Luoyang Glass Company Limited (the “ Company ”) and all members of the board (the “ Board ”) of directors (the “ Directors* ”) of the Company hereby warrant the truthfulness, accuracy and completeness of the contents of this announcement, and accept several and joint responsibilities for any false information, misleading statements or material omissions in this announcement.

References are made to the announcement of the Company dated 18 January 2018 in respect of the pro forma consolidated financial statements of the Company for the reorganisation (the “ Announcement ”) and the circular of the Company dated 11 October 2017 in relation to, among other things, its (a) very substantial acquisitions and connected transactions; (b) the proposed A share placing; and (c) application for whitewash waiver (the “ Circular ”). Unless otherwise specified, capitalised terms used herein shall have the same meaning as those defined in the Circular.

– 1 –

Pursuant to paragraph 29 of Chapter 4 of the Listing Rules, the Company hereby provide the following supplemental information in respect of the Announcement:

The accompanying pro forma consolidated financial statements for the reorganisation with the Announcement and this announcement consist of the unaudited pro forma consolidated balance sheet, the unaudited pro forma consolidated income statement and the unaudited pro forma consolidated cash flow statement of the Enlarged Group (collectively, the “ Unaudited Pro Forma Financial Information ”) have been prepared by the Directors of the Company in accordance with paragraph 29 of Chapter 4 of the Listing Rules for the purpose of illustrating the effects of the proposed acquisition of the 100% equity interest in Hefei New Energy, the 100% equity interest in Tongcheng New Energy and the 70.99% equity interest in Yixing New Energy (the “ Acquisitions ”) on the consolidated financial position, the consolidated operating results and the cash flows of the Enlarged Group.

The unaudited pro forma consolidated balance sheet of the Enlarged Group has been prepared based on the unaudited consolidated balance sheet of the Group as at 30 June 2017, which has been extracted from the Group’s published interim results announcement for the half year ended 30 June 2017 dated 30 August 2017, and the audited balance sheets of Hefei New Energy, Tongcheng New Energy and Yixing New Energy as at 30 November 2017, after taking into account the pro forma adjustments relating to the proposed Acquisitions that are (i) clearly shown and explained; (ii) directly attributable to the proposed Acquisitions and not relating to future events or decisions; and (iii) factually supportable, as explained in the accompanying notes to the Announcement and this announcement, as if the proposed Acquisitions had been completed on 30 June 2017.

The unaudited pro forma consolidated income statement and the unaudited pro forma cash flow statement of the Enlarged Group have been prepared based on the audited consolidated income statement and the audited consolidated cash flow statement of the Group for the year ended 31 December 2016, which have been extracted from the Group’s published 2016 annual results announcement dated 31 March 2017, and the audited income statements and the audited statements of cash flows of Hefei New Energy, Tongcheng New Energy and Yixing New Energy for the year ended 31 December 2016, after taking into account the pro forma adjustments to the proposed Acquisitions that are (i) clearly shown and explained; (ii) directly attributable to the Acquisitions and not relating to future events or decisions; and (iii) factually supportable, as explained in the accompanying notes to the Announcement and this announcement, as if the Acquisitions had been completed on 1 January 2016.

– 2 –

The accompanying Unaudited Pro Forma Financial Information of the Enlarged Group with the Announcement and this announcement is prepared by the Directors based on a number of assumptions, estimates, uncertainties and currently available information to provide information of the Enlarged Group upon completion of the Acquisitions. As the Unaudited Pro Forma Financial Information is prepared for illustrative purposes only, and because of its hypothetical nature, it may not give a true picture of the financial position and results of the Enlarged Group following the completion of the Acquisitions and does not purport to describe the actual results of operations, financial position and cash flows of the Enlarged Group had the Acquisitions been completed on the dates indicated herein. Furthermore, the accompanying Unaudited Pro Forma Financial Information of the Enlarged Group does not purport to predict the future financial position, results of operations or cash flows of the Enlarged Group after the completion of the Acquisitions.

In the opinion of WUYIGE Certified Public Accountants LLP., the auditor of the Company, (a) the accompanying Unaudited Pro Forma Financial Information of the Enlarged Group with the Announcement and this announcement has been properly compiled on the basis stated; (b) such basis is consistent with the accounting policies of the Group; and (c) the adjustments are appropriate for the purposes of the unaudited pro forma financial information as disclosed pursuant to paragraph 4.29 (1) of the Listing Rules.

The Appendix I to this announcement is the Unaudited Pro Forma Financial Information of the Enlarged Group, which has been prepared in accordance with paragraph 29 of Chapter 4 of the Listing Rules. The unaudited pro forma financial information is prepared in Chinese and the English translation is provided for reference only.

(Unless otherwise stated, the figures contained in this announcement are denominated in RMB.)

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

Luoyang, the PRC 2 February 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 non-executive 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

– 3 –

APPENDIX I

UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET OF THE ENLARGED GROUP

Prepared by: Luoyang Glass Company Limited*

Unit: RMB

Item Current Assets: Cash and cash equivalents Financial assets at fair value through profit or loss Derivative financial assets Notes receivable Accounts receivable Prepayments Interests receivable Dividends receivable Other receivables Inventories Assets held for sale Non-current assets due within one year Other current assets Total current assets	Unaudited Consolidated Balance Sheet of the Group as at 30 June 2017 Note 1 90,688,037.20 43,611,023.42 138,102,959.21 3,394,273.59 30,165,639.43 125,052,551.31 25,249,726.39 456,264,210.55	Pro Forma Adjustment Notes Audited Balance Sheet of the Target Companies as at 30 November 2017 Hefei New Energy Note 2 Tongcheng New Energy Note 2 Yixing New Energy Note 2 43,624,147.63 3,324,805.23 5,316,786.91 205,676,273.01 9,020,000.00 130,112,708.35 -7,234,092.53 181,859,488.39 133,528,668.31 130,332,045.76 -244,028.91 4 15,511,528.45 1,148,771.29 9,880,537.49 -9,370,290.49 9,630,048.53 92,726.68 628,837.64 4 47,563,399.80 26,301,304.38 23,296,142.76 2,673,604.00 24,163,024.39 506,538,489.81 173,416,275.89 323,730,083.30	Unaudited Pro Forma Consolidated Balance Sheet of the Group as at 30 June 2017 142,953,776.97 381,185,912.25 583,579,132.76 20,564,820.33 40,517,252.28 222,213,398.25 52,086,354.78
			1,443,100,647.62

– 4 –

Item Non-current assets: Available-for-sale financial assets Held-to-maturity investments Long-term receivables Long-term equity investments Investment properties Fixed assets Construction in progress Construction materials Disposal of fixed assets Productive biological assets Gas assets Intangible assets Development expenditure Goodwill Long-term deferred expenses Deferred income tax assets Other non-current assets Total non-current assets Total assets	Unaudited Consolidated Balance Sheet of the Group as at 30 June 2017 Note 1 55,000,000.00 616,035,578.26 14,085,910.61 117,744,298.48 4,926,055.07 2,667,194.21 364,102.58 810,823,139.21 1,267,087,349.76	Pro Forma Adjustment Notes Audited Balance Sheet of the Target Companies as at 30 November 2017 Hefei New Energy Note 2 Tongcheng New Energy Note 2 Yixing New Energy Note 2 681,294,950.62 261,870,078.11 267,883,253.60 29,107,163.68 12,467,340.78 152,420,871.86 96,062,813.61 50,322,828.65 54,202,012.17 631,618.13 772,617.78 285,506.58 621,000.00 867,370.00 808,490,163.82 325,813,124.12 474,506,137.63 1,315,028,653.63 499,229,400.01 798,236,220.93	Unaudited Pro Forma Consolidated Balance Sheet of the Group as at 30 June 2017 55,000,000.00 1,827,083,860.59 208,081,286.93 318,331,952.91 5,557,673.20 3,725,318.57 1,852,472.58
			2,419,632,564.78
			3,862,733,212.40

– 5 –

Item Current liabilities: Short-term loans Financial liabilities at fair value through profit or loss Derivative financial liabilities Notes payable Accounts payable Receipts in advance Employee compensation payable Tax payables Interests payable Dividends payable Other payables Liabilities held for sale Non-current liabilities due within one year Other current liabilities Total current liabilities Non-current liabilities: Long-term borrowings Bonds payable Long-term payables Long-term employee compensation payable Special payables Estimated liability Deferred income Deferred income tax liabilities Other non-current liabilities Total non-current liabilities Total Liabilities	Unaudited Consolidated Balance Sheet of the Group as at 30 June 2017 Note 1 326,496,500.00 50,000,000.00 32,946,511.78 11,271,186.74 18,417,757.49 6,744,882.37 1,717,967.40 53,049,499.38 111,407,706.89 612,052,012.05 121,722,318.19 8,865,643.54 130,587,961.73 742,639,973.78	Pro Forma Adjustment Notes Audited Balance Sheet of the Target Companies as at 30 November 2017 Hefei New Energy Note 2 Tongcheng New Energy Note 2 Yixing New Energy Note 2 286,500,000.00 175,000,000.00 11,342,491.22 50,000,000.00 72,636,540.03 383,686,463.77 67,730,434.75 51,523,629.77 -3,244,028.91 4 547,548.25 779,461.39 23,765,075.88 -13,604,383.02 2,889,193.24 1,644,687.30 3,166,902.64 12,245,899.25 3,530,010.30 5,035,040.48 3,989,525.24 396,812.50 216,109,874.37 133,852,355.53 2,176,538.76 4 49,870,000.00 25,000,000.00 967,180,995.34 257,536,949.27 358,700,540.06 147,515,000.00 10,000,000.00 105,000,000.00 147,515,000.00 10,000,000.00 105,000,000.00 1,114,695,995.34 267,536,949.27 463,700,540.06	Unaudited Pro Forma Consolidated Balance Sheet of the Group as at 30 June 2017 787,996,500.00 183,979,031.25 532,643,011.16 22,758,889.24 26,118,540.67 27,555,832.40 6,104,305.14 405,188,268.04 186,277,706.89
			2,178,622,084.79
			384,237,318.19 8,865,643.54
			393,102,961.73
			2,571,725,046.52

– 6 –

Item Owners’ equity: Share capital Other equity items Total owners’ equity attributable to parent company Minority interests Total owners’ equity Total liabilities and owners’ equity	Unaudited Consolidated Balance Sheet of the Group as at 30 June 2017 Note 1 526,766,875.00 -2,319,499.02 524,447,375.98 524,447,375.98 1,267,087,349.76	Pro Forma Adjustment Notes Audited Balance Sheet of the Target Companies as at 30 November 2017 Hefei New Energy Note 2 Tongcheng New Energy Note 2 Yixing New Energy Note 2 130,000,000.00 133,388,980.00 313,700,000.00 -130,000,000.00 3(2) –133,388,980.00 3(2) –313,700,000.00 3(2) 13,126,864.00 3(1) 9,452,076.00 3(1) 10,451,576.00 3(1) 70,332,658.29 98,303,470.74 20,835,680.87 -70,332,658.29 3(2) –98,303,470.74 3(2) –20,835,680.87 3(2) 636,481,472.88 3(2) 200,332,658.29 231,692,450.74 334,535,680.87 -97,048,801.02 3(3) 97,048,801.02 3(3) 200,332,658.29 231,692,450.74 334,535,680.87 1,315,028,653.63 499,229,400.01 798,236,220.93	Unaudited Pro Forma Consolidated Balance Sheet of the Group as at 30 June 2017 559,797,391.00 634,161,973.86
			1,193,959,364.86
			97,048,801.02
			1,291,008,165.88
			3,862,733,212.40

– 7 –

UNAUDITED PRO FORMA CONSOLIDATED INCOME STATEMENT OF THE ENLARGED GROUP

Prepared by: Luoyang Glass Company Limited*

Unit: RMB

		Audited							Unaudited
		Consolidated							Pro Forma
		Income Statement	Audited Income Statement of the Target Companies						Consolidated
		of the Group for	for the year ended 31 December 2016						Income Statement
		the year ended	Hefei	Tongcheng		Yixing			of the Group for
		31 December 2016	New Energy	New Energy		New Energy	Pro Forma		the year ended
Item		Note 1	Note 2	Note 2		Note 2	Adjustment	Notes	31 December 2016
I.	Operating revenue	392,095,626.14	505,711,315.13	233,072,833.77	37,110,963.00		-326,028.30	4	1,167,664,709.74
	Less: Operating cost	343,709,563.17	404,497,332.67	163,081,479.66	32,710,082.72		-326,028.30	4	943,672,429.92
	Tax and surcharges	5,232,136.49	2,697,244.00	3,595,600.28		379,941.66			11,904,922.43
	Selling expenses	7,482,306.95	17,613,773.23	11,110,997.40		777,570.36			36,984,647.94
	Administrative expenses	87,025,947.92	38,244,913.27	11,950,806.92		1,601,379.72			138,823,047.83
	Financial expenses	8,433,936.20	26,057,249.61	5,880,721.55		919,470.70			41,291,378.06
	Impairment losses of
	assets	20,467,971.87		2,248,529.85					22,716,501.72
	Add: G ains from changes in
	fair value
	Investment income
	Of which: G ains from
	investment
	in associates
	and joint
	ventures
II.	O perating profit (loss is
	represented by “-”)	-80,256,236.46	16,600,802.35	35,204,698.11		722,517.84			-27,728,218.16
	Add: Non-operating income	105,878,607.94	2,309,000.00	107,652.89					108,295,260.83
	Including: G ains on
	disposal of
	non-current
	assets	254,968.93		27,253.89					282,222.82
	Less: Non-operating expense	4,451,875.58		8,019.40					4,459,894.98
	Including: L oss on
	disposal of
	non-current
	assets	15,875.60							15,875.60
III.	T otal profit (total loss is
	represented by “-”)	21,170,495.90	18,909,802.35	35,304,331.60		722,517.84			76,107,147.69
	Less: Income tax expenses	9,654,432.12	1,077,159.48	5,375,058.61		183,372.46			16,290,022.67
IV.	N et profit (net loss is
	represented by “-”)	11,516,063.78	17,832,642.87	29,929,272.99		539,145.38			59,817,125.02
	Including: N et profit
	attributable to
	the owners of the
	parent company	11,516,063.78	17,832,642.87	29,929,272.99		539,145.38	-156,406.07	3(3)	59,660,718.95
	Minority interests						156,406.07	3(3)	156,406.07

– 8 –

UNAUDITED PRO FORMA CONSOLIDATED CASH FLOW STATEMENT OF THE ENLARGED GROUP

Prepared by: Luoyang Glass Company Limited*

Unit: RMB

	Audited						Unaudited
	Consolidated						Pro Forma
	Cash Flow						Consolidated
	Statement of	Audited Cash Flow Statement of the Target Companies					Cash Flow
	the Group for	for the year ended 31 December 2016					Statement of
	the year ended	Hefei	Tongcheng	Yixing			the Group for
	31 December 2016	New Energy	New Energy	New Energy	Pro Forma		the year ended
Item	Note 1	Note 2	Note 2	Note 2	Adjustment	Notes	31 December 2016
I. C ash flows from operating
activities:
Cash received from sale of
goods or rendering of
services	136,730,044.67	267,702,943.40	89,832,737.39	2,283,360.48			496,549,085.94
Refunds of taxes and levies
Other cash received from
operating activities	115,177,751.23	67,665,414.62	4,162,495.52	461,851.10	-6,162,400.00	4	161,305,112.47
					-20,000,000.00	4
Sub-total of cash inflow from
operating activities	251,907,795.90	335,368,358.02	93,995,232.91	2,745,211.58			657,854,198.41
Cash paid for goods purchased
and services received	100,904,584.34	258,757,119.88	67,018,909.19	21,479,140.47			448,159,753.88
Cash paid to and on behalf of
employees	75,241,190.93	43,035,390.31	21,382,784.34	2,077,311.48			141,736,677.06
Tax payments	21,684,812.32	15,184,264.43	10,391,476.96	3,717.80			47,264,271.51
Other cash paid for operating
activities	23,524,286.36	37,004,826.52	4,098,575.36	430,313.52	-6,000,000.00	4	59,058,001.76
Sub-total of cash outflow from
operating activities	221,354,873.95	353,981,601.14	102,891,745.85	23,990,483.27			696,218,704.21
Net cash flow from operating
activities	30,552,921.95	-18,613,243.12	-8,896,512.94	-21,245,271.69			-38,364,505.80

– 9 –

	Audited						Unaudited
	Consolidated						Pro Forma
	Cash Flow						Consolidated
	Statement of	Audited Cash Flow Statement of the Target Companies					Cash Flow
	the Group for	for the year ended 31 December 2016					Statement of
	the year ended	Hefei	Tongcheng	Yixing			the Group for
	31 December 2016	New Energy	New Energy	New Energy	Pro Forma		the year ended
Item	Note 1	Note 2	Note 2	Note 2	Adjustment	Notes	31 December 2016
II. C ash flow from investment
activities:
Cash received from investments
Cash received from returns on
investments
Net cash received from disposal
of fixed assets, intangible
assets and other long-term
assets	322,732.92						322,732.92
Net cash received from disposal
of subsidiaries and other
business entities
Other cash received from
investment activities	9,930,000.00						9,930,000.00
Sub-total of cash inflow from
investment activities	10,252,732.92						10,252,732.92
Cash paid for purchase and
construction of fixed assets,
intangible assets and other
long-term assets	56,177,058.27	28,943,087.77	86,220,896.52	16,249,341.19			187,590,383.75
Cash paid for investments
Net cash from acquisition of
subsidiaries and other
business entities
Other cash paid for investment
activities	104,992,752.67						104,992,752.67
Sub-total of cash outflow from
investment activities	161,169,810.94	28,943,087.77	86,220,896.52	16,249,341.19			292,583,136.42
Net cash flow from investment
activities	-150,917,078.02	-28,943,087.77	-86,220,896.52	-16,249,341.19			-282,330,403.50

– 10 –

	Audited						Unaudited
	Consolidated						Pro Forma
	Cash Flow						Consolidated
	Statement of	Audited Cash Flow Statement of the Target Companies					Cash Flow
	the Group for	for the year ended 31 December 2016					Statement of
	the year ended	Hefei	Tongcheng	Yixing			the Group for
	31 December 2016	New Energy	New Energy	New Energy	Pro Forma		the year ended
Item	Note 1	Note 2	Note 2	Note 2	Adjustment	Notes	31 December 2016
III. C ash flow from financing
activities:
Cash received from capital
contributions	209,624,984.30		63,000,000.00	222,700,000.00			495,324,984.30
Of which: C ash received
from capital
contributions
by minority
shareholders of
subsidiaries
Proceeds from loans	120,000,000.00	154,500,000.00					274,500,000.00
Other cash received from
financing activities	340,319,034.02	20,000,000.00	174,689,560.48		-6,000,000.00	4	529,008,594.50
Sub-total of cash inflow from
financing activities	669,944,018.32	174,500,000.00	237,689,560.48	222,700,000.00			1,298,833,578.80
Cash paid for repayment of
loans	141,829,011.07	103,370,000.00		99,000,000.00			344,199,011.07
Cash paid for dividends, profit
or interest payments	6,927,438.38	20,149,386.04	6,123,167.06	824,124.67			34,024,116.15
Of which: d ividends, profit
paid to minority
shareholders
from
subsidiaries
Other cash paid for financing
activities	330,638,185.77	103,555.40	123,879,202.20	60,000,000.00	-6,162,400.00	4	488,458,543.37
					-20,000,000.00	4
Sub-total of cash outflow from
financing activities	479,394,635.22	123,622,941.44	130,002,369.26	159,824,124.67			866,681,670.59
Net cash flow from financing
activities	190,549,383.10	50,877,058.56	107,687,191.22	62,875,875.33			432,151,908.21

– 11 –

	Audited						Unaudited
	Consolidated						Pro Forma
	Cash Flow						Consolidated
	Statement of	Audited Cash Flow Statement of the Target Companies					Cash Flow
	the Group for	for the year ended 31 December 2016					Statement of
	the year ended	Hefei	Tongcheng	Yixing			the Group for
	31 December 2016	New Energy	New Energy	New Energy	Pro Forma		the year ended
Item	Note 1	Note 2	Note 2	Note 2	Adjustment	Notes	31 December 2016
IV. E ffects of changes in exchange
rate on cash and cash
equivalents	428.59						428.59
V. N et increase in cash and cash
equivalents	70,185,655.62	3,320,727.67	12,569,781.76	25,381,262.45			111,457,427.50
Add: O pening balance
of cash and cash
equivalents	42,342,860.91	33,205,968.76	4,569,654.10				80,118,483.77
VI. C losing balance of cash and
cash equivalents	112,528,516.53	36,526,696.43	17,139,435.86	25,381,262.45			191,575,911.27

– 12 –

NOTES TO UNAUDITED PRO FORMA FINANCIAL INFORMATION OF THE ENLARGED GROUP:

1. Figures are extracted from the audited consolidated financial statements of the Group for the year ended 31 December 2016 as set out in the 2016 annual report and the unaudited consolidated financial statements for the half year ended 30 June 2017 of the Company.

2. The audited balance sheets as at 30 November 2017 and the audited income statements and cash flow statements for the year ended 31 December 2016 of Hefei New Energy, Tongcheng New Energy and Yixing New Energy are extracted from the accountants’ report of the Target Companies.

3. (1) The considerations for these underlying assets were determined by reference to the valuation results set out in the Asset Valuation Reports issued by Beijing Pan-China Assets Appraisal Co., Ltd. (“ Beijing Pan-China ”) taking 31 October 2016 as valuation base date and filed with competent stateowned assets supervision and administration authorities.

As at 31 October 2016, i.e. the valuation base date for the underlying assets of the Transaction, the appraised values of 100% equity interest in Hefei New Energy, 100% equity interest in Tongcheng New Energy and 100% equity interest in Yixing New Energy were RMB307,824,981.58, RMB221,651,108.68 and RMB345,238,266.81, respectively. By reference to the appraised values and upon negotiations among the parties concerned, the considerations for 100% equity interest in Hefei New Energy, 100% equity interest in Tongcheng New Energy and 70.99% equity interest in Yixing New Energy were determined at RMB307,825,000, RMB221,651,200, and RMB245,089,500, respectively. The issue price of the shares to be issued for acquisition of the assets is RMB23.45 per share, which is not less than 90% of the average trading price of A shares of the Company over the 20 trading days preceding the price determination date (i.e. 8 February 2017, being the announcement date of the board resolution in respect of the Transaction). The final issue price is subject to approval by the shareholders of the Company at general meeting and approval by the CSRC.

Based on the consideration for 100% equity interest in Hefei New Energy and the issue price, the number of shares to be issued to each of CLFG and Hefei High-Tech is 10,097,588 and 3,029,276, respectively, totaling 13,126,864 shares.

Based on the consideration for 100% equity interest in Tongcheng New Energy and the issue price, the number of shares to be issued to each of Huaguang Group, Bengbu Institute and International Engineering is 6,377,490, 2,365,976 and 708,610, respectively, totaling 9,452,076 shares.

– 13 –

Based on the consideration for 70.99% equity interest in Yixing New Energy and the issue price, the number of shares to be issued to each of Triumph Group, Yixing Environmental Technology and GCL System Integration is 7,508,991, 1,877,247 and 1,065,338, respectively, totaling 10,451,576 shares.

• (2) Prior to the Acquisitions, Hefei New Energy, Tongcheng New Energy, Yixing New Energy and the Company were under common control of Triumph Technology Group Company* ( 凱盛科技集團公司 ). Upon completion of the Acquisitions, the assets and liabilities of the Target Companies will be subject to the PRC Accounting Standards for Business Enterprises. The pro forma consolidated financial statements of the Enlarged Group are prepared by the Group pursuant to the principle of combination of entities or businesses under common control. The adjustment represents (i) offset of the share capital and reserves of the Target Companies and (ii) recognition of consolidated reserves of RMB636,481,500.

• (3) The adjustment represents the attribution of the profit or loss and total equity of Yixing New Energy to minority shareholders of Yixing New Energy.

• The adjustment represents the offset of intra-group balances, transactions and cash flows upon completion of the Acquisitions.

– 14 –