RoboSense Technology Co., Ltd — Capital/Financing Update 2020

Dec 30, 2020

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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(1) PROPOSED NON-PUBLIC ISSUANCE OF A SHARES; (2) CONNECTED TRANSACTION IN RELATION TO THE PROPOSED SUBSCRIPTION FOR A SHARES BY TRIUMPH GROUP; AND (3) SPECIFIC MANDATE

Independent Financial Adviser to the Independent Board Committee and Independent Shareholders

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(1) PROPOSED NON-PUBLIC ISSUANCE OF A SHARES

The Board is pleased to announce that at the Board meeting held on 30 December 2020, the Board has approved the proposed issuance of a maximum of 164,562,129 new A Shares (inclusive) by the Company to not more than 35 (35 inclusive) specific target subscribers, including Triumph Group. It is expected that the gross proceeds to be raised from the Non-public Issuance of A Shares will not exceed RMB2 billion (inclusive).

The Issue Price of the A Shares under the Non-public Issuance of A Shares will be determined through bidding, the Price Determination Date of the Nonpublic Issuance of A Shares is the first day of the offering period of the Nonpublic Issuance of A Shares. The Issue Price shall not be lower than (i) 80% of the average trading price of the Company’s A Shares over the 20 trading days preceding the Price Determination Date (excluding such date) (the average trading price of the A Shares over the 20 trading days preceding the Price Determination Date = the total turnover of A Shares over the 20 trading days preceding the Price Determination Date/the total trading volume of A Shares over the 20 trading days preceding the Price Determination Date) and (ii) the net asset value per Share attributable to the Shareholders of ordinary shares of the Company as set out at the latest audited consolidated financial statements of the Company before the issuance under the Non-public Issuance of A Shares, whichever is higher.

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The number of A Shares to be issued under the Non-public Issuance of A Shares being not exceeding 164,562,129 (inclusive), represents (i) approximately 55.12% of the number of the existing issued A Shares as at the date of this announcement and approximately 30% of the number of existing total issued Shares as at the date of this announcement; and (ii) approximately 35.53% of the number of issued A Shares and approximately 23.08% of the number of total issued Shares upon completion of the Non-public Issuance of A Shares, in each case, represents the shares as enlarged by the number of A Shares to be issued.

(2) CONNECTED TRANSACTION IN RELATION TO THE PROPOSED SUBSCRIPTION FOR A SHARES BY TRIUMPH GROUP

As part of the Non-public Issuance of A Shares, on 30 December 2020, the Company entered into the Triumph Group Subscription Agreement with Triumph Group, pursuant to which Triumph Group conditionally agreed to subscribe for not less than 13.62% (inclusive) of the A Shares to be issued under the Non-public Issuance of A Shares in cash, and the number of A Shares to be subscribed shall not exceed 70,975,646 Shares, and the proportion of total shareholdings held in the Company, either directly or indirectly, by Triumph Group and parties acting in concert with it upon the completion of the Non-public Issuance of A Shares shall not exceed 36.81% of the total issued Shares of the Company upon the completion of the Non-public Issuance of A Shares. Triumph Group will not participate in the market bidding process but has undertaken to accept the market bidding results and subscribe for the A Shares to be issued under this Non-public Issuance of A Shares at the same price as other specific investors.

(3) SPECIFIC MANDATE

The Non-public Issuance of A Shares will be issued under the Specific Mandate. The Non-public Issuance of A Shares and the Triumph Group Subscription Agreement are subject to the approvals from the relevant stateowned assets supervision and administration authority or its authorized agencies and the CSRC, and the approvals by the Shareholders at the EGM, the A Shareholders’ Class Meeting and the H Shareholders’ Class Meeting.

IMPLICATIONS UNDER THE LISTING RULES

As at the date of this announcement, Triumph Group directly and indirectly holds 191,133,987 A Shares of the Company, representing approximately 34.84% of the Company’s total issued share capital. Accordingly, Triumph Group is an indirect controlling shareholder of the Company and therefore a connected person of the Company. According to Chapter 14A of the Listing Rules, the Proposed Triumph Group Subscription constitutes a connected transaction of the Company, therefore the Company shall comply with the relevant reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

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INDEPENDENT BOARD COMMITTEE AND THE APPOINTMENT OF THE INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee (comprising all the independent non-executive Directors) has been formed in accordance with Chapter 14A of the Listing Rules to advise the Independent Shareholders on the Non-public Issuance of A Shares, the Proposed Triumph Group Subscription and the Specific Mandate.

In this regard, Veda Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Non-public Issuance of A Shares, the Proposed Triumph Group Subscription and the Specific Mandate.

EGM AND CLASS MEETINGS

The EGM and Class Meetings will be convened to consider and approve, as appropriate, (among others) (i) the Non-public Issuance of A Shares; (ii) the Proposed Triumph Group Subscription; and (iii) the Specific Mandate. The EGM will be convened to consider and approve, as appropriate, the authorization to the Board and its authorized representative(s) to handle all matters relating to the Nonpublic Issuance of A Shares, including but not limited to, the amendments to the Articles of Association.

Triumph Group and its associates, the parties acting in concert with it and the Shareholders having material interest in the Non-public Issuance of A Shares, Proposed Triumph Group Subscription and/or Specific Mandate or involved therein will be required to abstain from voting on the corresponding resolutions to be proposed at the EGM and/or Class Meetings. Save as aforementioned, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no other Shareholders have a material interest in the corresponding resolutions and therefore no other Shareholders are required to abstain from voting at the EGM and/or the Class Meetings.

As additional time is required to prepare the information contained in the circular, a circular containing (among others) (i) further details of the Non-public Issuance of A Shares, Proposed Triumph Group Subscription and Specific Mandate; (ii) letter from the Independent Board Committee making recommendations on the Non-public Issuance of A Shares, Proposed Triumph Group Subscription and Specific Mandate to Independent Shareholders; and (iii) letter from the Independent Financial Adviser making recommendations on the Non-public Issuance of A Shares, Proposed Triumph Group Subscription and Specific Mandate to the Independent Board Committee and Independent Shareholders, is expected to be dispatched to Shareholders on or before 9 February 2021. The notice of the EGM and the H Shareholders’ Class Meeting will be dispatched to the Shareholders in due course.

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OTHER INFORMATION

Shareholders’ attention is also drawn to the overseas regulatory announcement which has been published on 30 December 2020 by the Company in relation to the Non-public Issuance of A Shares of the Company.

The completion of Non-public Issuance of A Shares and the Proposed Triumph Group Subscription are subject to fulfilment of certain conditions. Therefore, the Non-public Issuance of A Shares and the Proposed Triumph Group Subscription may or may not proceed. Shareholders and potential shareholders of the Company are reminded to exercise caution when dealing in the securities of the Company.

INTRODUCTION

The Board is pleased to announce that at the Board meeting held on 30 December 2020, the Board has approved the proposed issuance of a maximum of 164,562,129 new A Shares (inclusive) by the Company to not more than 35 (35 inclusive) specific target subscribers, including Triumph Group. It is expected that the gross proceeds to be raised from the Non-public Issuance of A Shares will not exceed RMB 2 billion (inclusive).

(1) PROPOSED NON-PUBLIC ISSUANCE OF A SHARES

Details of the Non-public Issuance of A Shares are set out below. Upon consideration and approval by the EGM and Class Meetings, relevant matters in respect of the Non-public Issuance of A Shares shall be submitted to the CSRC in accordance with relevant procedures, and the final plan shall be the one as approved by the CSRC.

• Class and par value of A Shares with a par value of RMB1.00 each. Shares to be issued:

• Method and time of The Non-public Issuance of A Shares will be carried out issuance: by way of non-public issuance to not more than 35 (35 inclusive) specific target subscribers, including Triumph Group. The Company will choose the appropriate opportunity to issue the A Shares to specific target subscribers within the validity period of the approval documents regarding the Non-public Issuance of A Shares from the CSRC.

• Price Determination The Issue Price of the A Shares under the Non-public Date, Issue Price, and Issuance of A Shares will be determined through pricing principles: bidding. The Price Determination Date of the Nonpublic Issuance of A Shares is the first day of the offering period of the Non-public Issuance of A Shares.

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The Issue Price shall not be lower than (i) 80% of the average trading price of the Company’s A Shares over the 20 trading days preceding the Price Determination Date (excluding such date) (the average trading price of the A Shares over the 20 trading days preceding the Price Determination Date = the total turnover of A Shares over the 20 trading days preceding the Price Determination Date/the total trading volume of A Shares over the 20 trading days preceding the Price Determination Date) and (ii) the net asset value per Share attributable to the Shareholders of ordinary shares of the Company as set out at the latest audited consolidated financial statements of the Company before the issuance under the Non-public Issuance of A Shares, whichever is higher.

As set out at the latest audited consolidated financial statements of the Company before the issuance under the Non-public Issuance of A Shares, the net asset value per Share attributable to the Shareholders of ordinary shares of the Company as disclosed in the audited consolidated financial statements for the year of 2019 of the Company is RMB2.32, on such basis and assuming that the latest audited consolidated financial statements before the issuance under the Non-public Issuance of A Shares is the audited consolidated financial statements for the year of 2019 of the Company, it is expected that the minimum Issue Price would, subject to the approval of the CSRC, be at least RMB2.32.

As at the date of this announcement, the closing price per A Share quoted on the SSE was RMB17.71; as at the date of this announcement, the closing price per H Share quoted on the Stock Exchange was HK$6.6.

In the event that during the 20 trading days prior to the Price Determination Date, there occurs ex-right or exdividend event, such as dividends distribution, bonus issue, rights issue and capitalisation of capital reserves, causing adjustment to the Share prices, the trading prices for the trading days preceding such adjustment shall be calculated as the adjusted price after such exright or ex-dividend event.

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The net asset value per Share mentioned above will be adjusted in the event that any ex-right or ex-dividend event, such as dividends distribution, bonus issue, rights issue and capitalisation of capital reserves, occurs during the period from the balance sheet date of the Company’s latest audited financial report before the issuance to the Issue Date.

The Issue Price shall be subject to ex-right or exdividend in the event that any ex-right or ex-dividend event of the Company, such as dividend distribution, bonus issue, rights issue and capitalisation of capital reserves, occurs during the period from Price Determination Date to the Issue Date.

The final Issue Price shall be determined in accordance with the relevant laws and regulations and the requirements by the regulatory bodies, and by the Board or other authorized person(s) of the Board under the authorization granted at the EGM, through negotiation with the sponsor (the lead underwriter) of the Nonpublic Issuance of A Shares having regard to the bidding results after the Company has obtained approvals from the CSRC for the Non-public Issuance of A Shares.

Triumph Group will not participate in the market bidding process of the Non-public Issuance of A Shares but has undertaken to accept the bidding results and agree to subscribe for the A Shares to be issued under the Non-public Issuance of A Shares at the same price as other specific investors.

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Target subscribers:

The target subscribers for the Non-public Issuance of A Shares will not be more than 35 (inclusive) investors who are in compliance with the requirements of the CSRC as the specific target subscribers (including Triumph Group, an indirect controlling shareholder of the Company). The target subscribers other than Triumph Group include securities investment fund management companies, securities companies, trust investment companies, finance companies, asset management companies, insurance institution investors, trust companies, qualified foreign institutional investors (including self-operated accounts of or investment product accounts managed by the above investors), Renminbi qualified foreign institutional investors and other qualified investors. Securities investment fund management companies, securities companies, qualified foreign institutional investors, Renminbi qualified foreign institutional investors which subscribe for the A Shares with two or more of the products managed by them, shall each be taken as one single subscriber. Trust companies, as subscribers, may only subscribe for the A Shares with their own funds.

Within the above scope, the final list of the other subscribers, other than Triumph Group, will be determined by the Board within the scope of authorization at the EGM, through negotiation with the sponsor (the lead underwriter) of the Non-public Issuance of A Shares based on the bidding results and pursuant to the Specific Rules for Implementation of the Non-public Issuance of Shares by Listed Companies (as amended in 2020)* (《上市公司非公開發行 股票實施細則》(2020 年修正 )) after the Company has obtained approvals from the CSRC for the Nonpublic Issuance of A Shares. If the laws, regulations and normative documents of the PRC have new requirements in relation to target subscribers of the Non-public Issuance of A Shares, the Company will make adjustments according to the new requirements.

All the target subscribers of the Non-public Issuance of A Shares will subscribe for A Shares in one go under the Non-public Issuance of A Shares in cash.

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As at the date of this announcement, apart from the Triumph Group Subscription Agreement, the Company has not entered into any agreements with any potential subscribers in respect of the Non-public Issuance of A Shares. The Company currently expects that, with the exception of Triumph Group, the A Shares to be issued under the Non-public Issuance of A Shares will be issued to subscribers who are and whose ultimate beneficial owners are third parties independent of the Company and its connected persons and none of them will become substantial shareholders of the Company upon their respective completion of subscription for A Shares pursuant to the Non-public Issuance of A Shares.

• Number of A Shares to be issued:

• The number of A Shares to be issued under the Nonpublic Issuance of A Shares will not exceed 164,562,129 (inclusive). The maximum number of shares to be issued will not exceed 30% of the total share capital of the Company prior to this issuance, being 548,540,432 Shares.

The number of A Shares to be issued under the Nonpublic Issuance of A Shares being not exceeding 164,562,129 (inclusive), represents (i) approximately 55.12% of the number of the existing issued A Shares as at the date of this announcement and approximately 30% of the number of existing total issued Shares as at the date of this announcement; and (ii) approximately 35.53% of the number of issued A Shares and approximately 23.08% of the number of total issued Shares upon completion of the Non-public Issuance of A Shares, in each case, represents the shares as enlarged by the number of A Shares to be issued.

Out of which Triumph Group intends to subscribe for not less than 13.62% of the A shares to be issued under the Non-public Issuance of A Shares in cash, and the number of A Shares to be subscribed shall not exceed 70,975,646 Shares, and the proportion of total shareholdings held, directly and indirectly, by Triumph Group and parties acting in concert with it in the Company upon the completion of the Non-public Issuance of A Shares shall not exceed 36.81% of the total issued Shares of the Company upon the completion of the Non-public Issuance of A Shares.

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The number of A Shares to be issued under the Nonpublic Issuance of A Shares will be adjusted accordingly if there occurs any ex-right or ex-dividend event, such as dividend distribution, bonus issue, rights issue and capitalization of capital reserves, between the date of this announcement and the Issue Date.

The final number of A Shares to be issued will be determined by the Board or authorized person(s) of the Board under the authorization granted at the EGM through negotiation with the sponsor (the lead underwriter) of the Non-public Issuance of A Shares in accordance with the price offered by the target subscribers after the Company has obtained approvals from the CSRC in relation to the Non-public Issuance of A Shares.

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Use of proceeds:

The gross proceeds to be raised from the Non-public Issuance of A Shares are expected to be not more than RMB2,000,000,000 (inclusive) and the net proceeds after deducting issuance costs are intended to be used for investment in the following projects:

No. Project name 1 Project of Photovoltaic Cell Encapsulating Material for Solar Equipment 1.1 CNBM (Hefei) New Energy Company Limited (中建材 （合肥）新能源有 限公司) Project of Photovoltaic Cell Encapsulating Material for Solar Equipment 1.2 CNBM (Tongcheng) New Energy Materials Company Limited (中國建 材桐城新能源 材料有限公司) Phase I of the Project of Photovoltaic Cell Encapsulating Material for Solar Equipment 2 Repayment of interest- bearing liabilities and replenishment of working capital Total	Total amount of investment (RMB’0,000) 179,457.00 77,968.00 101,489.00 – 179,457.00	Proposed amount to be used from the proceeds (RMB’0,000) 140,000.00 60,000.00 80,000.00 60,000.00 200,000.00

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If the net proceeds to be raised from the Non-public Issuance of A Shares are lower than proposed amount to be used from the proceeds for the above projects, the shortfall will be covered by the Company through self-raised funds. Meanwhile, under the premise of not changing the projects to be invested in with the proceeds, the Board may make appropriate adjustment to the order and the amount to be used from the proceeds for the above projects according to the actual condition of the projects to be invested in with the proceeds.

Before the proceeds to be raised from the Non-public Issuance of A Shares are available to be used, the Company may invest in advance with self-owned funds or self-raised funds according to the progress of the projects to be invested in with the proceeds, which will be subsequently replaced according to the relevant procedures as stipulated after the proceeds are available to be used.

Lock-up period arrangement:

In compliance with the requirements of relevant laws, regulations and regulatory documents, Triumph Group shall not transfer the A Shares which it subscribed for under the Non-public Issuance of A Shares within 18 months from the date of completion of the Non-public Issuance of A Shares.

All the other target subscribers shall not transfer the A Shares which they subscribed for under the Non-public Issuance of A Shares within 6 months from the date of completion of the Non-public Issuance of A Shares.

Relevant requirements by the CSRC and the SSE shall be followed upon expiry of the above lock-up period. If there are subsequent changes in relevant laws, regulations, and regulatory documents of securities regulatory authorities, the lock-up period will be adjusted accordingly.

Place of listing of the A Shares to be issued:

The Company will make an application to the SSE for the granting of the listing and trading of all the new A Shares to be issued under the Non-public Issuance of A Shares. Upon expiry of the above lock-up period, the new A Shares will be listed and traded on the SSE.

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Conditions for the NonThe Non-public Issuance of A Shares is subject to: public Issuance of A Shares:

• (1) the approvals for the proposal of Non-public Issuance of A Shares by the Shareholders at the EGM, A Shareholders’ Class Meeting and H Shareholders’ Class Meeting;

• (2) the approval for the application for Non-public Issuance of A Shares by the CSRC; and

• (3) the issuance of the approval for the proposal of Non-public Issuance of A Shares by CNBMG.

• Specific Mandate of the issuance of A Shares:

• The Company will issue the A Shares under the Specific Mandate to be sought from the Independent Shareholders at the EGM and the Class Meetings.

• Arrangement relating All the existing and new Shareholders upon completion to the accumulated of the Non-public Issuance of A Shares will be undistributed profits entitled to the accumulated undistributed profits of of the Company prior the Company before the Non-public Issuance of A to the Non-public Shares in accordance with their respective shareholding Issuance of A Shares: proportion at that time.

• Validity period of the resolution:

• The resolution with respect to the Non-public Issuance of A Shares shall be valid for 12 months from the date of the consideration and passing of such resolutions at the EGM and the Class Meetings.

• Rights of A Shares The A Shares to be issued under the Non-public Issuance to be issued: of A Shares, when fully paid and issued, will rank pari passu in all respects amongst themselves and with the A Shares in issue at the time of the issuance of such A Shares.

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(2) CONNECTED TRANSACTION IN RELATION TO THE PROPOSED SUBSCRIPTION FOR A SHARES BY TRIUMPH GROUP

As part of the Non-public Issuance of A Shares, on 30 December 2020, the Company entered into the Triumph Group Subscription Agreement with Triumph Group, pursuant to which Triumph Group conditionally agreed to subscribe for not less than 13.62% (inclusive) of the A Shares to be issued under the Nonpublic Issuance of A Shares in cash, and the number of A Shares to be subscribed shall not exceed 70,975,646 Shares, and the proportion of total equity interests held, directly and indirectly, by Triumph Group and parties acting in concert with it in the Company upon the completion of the Non-public Issuance of A Shares shall not exceed 36.81% of the total issued Shares of the Company upon the completion of the Non-public Issuance of A Shares. Triumph Group will not participate in the market bidding process but has undertaken to accept the market bidding results and subscribe for the A Shares to be issued under the Non-public Issuance of A Shares at the same price as other specific investors.

Principal Terms of the Triumph Group Subscription Agreement

Date: 30 December 2020

Parties: (1) the Company (as the issuer); and

• (2) Triumph Group (as the subscriber)

Subscription price and pricing principles:

The subscription price and pricing principles are consistent with Issue Price and pricing principles of the above-mentioned Non-Public Issuance of A Shares.

In the event that during the 20 trading days prior to the Price Determination Date, there occurs ex-right or ex-dividend event, such as dividends distribution, bonus issue, rights issue and capitalisation of capital reserves, causing adjustment to the Share prices, the trading prices for the trading days preceding such adjustment shall be calculated as the adjusted price after such ex-right or ex-dividend event.

The aforementioned net asset value per Share will be adjusted accordingly in cases of occurrence of ex-rights or ex-dividend matters such as dividend distribution, bonus issue, rights issue and capitalization of capital reserves in the Company during the period from the balance sheet date of the latest audited financial report before the issuance to the Issue Date.

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The Issue Price shall be adjusted on ex-right or ex-dividend basis in cases of occurrence of exrights or ex-dividend matters such as dividend distribution, bonus issue, rights issue and capitalization of capital reserves in the Company during the period from the Price Determination Date to the Issue Date.

The final Issue Price shall be determined based on the principle of price priority according to the price offered by investors after the Company has obtained approvals from the CSRC for the Nonpublic Issuance of A Shares.

Triumph Group will not participate in the market bidding process of the Non-public Issuance of A Shares but has undertaken to accept the bidding results and subscribe for A Shares under the Nonpublic Issuance of A Shares at the same price as other specific investors.

Subscription number and subscription amount:

Triumph Group intends to subscribe for not less than 13.62% of the A Shares to be issued under the Non-public Issuance of A Shares in cash, and the number of A Shares to be subscribed shall not exceed 70,975,646 Shares, and the proportion of total equity interests held in the Company, directly and indirectly, by Triumph Group and parties acting in concert with it upon the completion of the Non-public Issuance of A Shares shall not exceed 36.81% of the total issued Shares of the Company upon the completion of the Non-public Issuance of A Shares.

The total amount of the final subscription price by the Triumph Group will equal to the Issue Price per share multiplied by the number of shares ultimately determined to be issued to the Triumph Group.

The maximum number of A Shares to be issued under the Non-public Issuance of A Shares will be adjusted accordingly in cases of occurrence of ex-rights or ex-dividend matters such as dividend distribution, bonus issue, rights issue and capitalization of capital reserves in the Company during the period from the date of this announcement to the Issue Date. The final number of A Shares to be issued will be determined by the Board under the authorization granted at the EGM through negotiation with the sponsor (the lead underwriter) of the Non-public Issuance of A Shares in accordance with the price offered by the target subscribers after the Company has obtained approvals from the CSRC for the Non-public Issuance of A Shares.

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Time of Payment and Payment Method of Subscription Price:

Share Delivery:

• Conditions precedent:

Triumph Group agrees to subscribe for A Shares under this Non-public Issuance of A Shares in cash. After all the conditions precedent of the Triumph Group Subscription Agreement are fulfilled and upon the receipt of the payment notice for the subscription, Triumph Group will transfer the entire amount of the final subscription price payable by Triumph Group to the special account for this Non-public Issuance of A Shares opened by the sponsor (the lead underwriter) at one-off payment in cash within five (5) working days from the date of receipt of the payment notice and in accordance with the requirements (including the payment time and other matters) as specified in the payment notice, which will then be transferred into the Company’s special deposit account for raising funds after the capital verification is completed and relevant expenses are deducted.

Within 15 working days from the date of receipt of the subscription price paid by Triumph Group for the Non-public Issuance of A Shares, an accounting firm with securities-related business qualifications should be engaged by the Company to verify Triumph Group’s payment for the subscription price and the corresponding industrial and commercial change registration procedures and the share registration procedures with China Securities Depository and Clearing Corporation Limited shall be went through promptly so that Triumph Group can be the legal holder of the Shares subscribed by it.

Unless the Company and Triumph Group otherwise agree to express waiver and the applicable laws and regulations permit, Triumph Group Subscription Agreement will come into existence after the legal representative of the Company or its authorized representative sign and seal and the legal representative of Triumph Group or its authorized representative sign and seal, and take effect after all the following conditions precedent are fulfilled:

• (1) the Non-public Issuance of A Shares and other relevant matters are approved at the Board, the EGM and Class Meetings of the Company;

• (2) Triumph Group (as a subscriber) approves the relevant matters of the Non-public Issuance of A Shares, including the Proposed Triumph Group Subscription through its internal decision-making;

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• (3) the relevant matters of the Non-public Issuance of A Shares are approved by the state-owned assets supervision and administration authority (or its authorized agencies);

• (4) the non-connected Shareholders (as defined under the Rules Governing the Listing of Stocks on the SSE) resolve at the EGM of the Company to agree that Triumph Group is exempted from increasing its holding in A Shares by way of offer (as defined under the Rules Governing the Listing of Stocks on the SSE); and

• (5) the relevant matters of the Non-public Issuance of A Shares are approved by the CSRC.

As at the date of this announcement, the Company has not submitted application for the approval of the proposed Non-public Issuance of A Shares to the state-owned assets supervision and administration authority or its authorized agencies or the CSRC. According to applicable laws and regulations in the PRC, the Company will submit application for approval (i) to the state-owned assets supervision and administration authority or its authorized agencies after the Board approves the proposed Non-public Issuance of A Shares, and (ii) to the CSRC after Independent Shareholders approve the proposed Non-public Issuance of A Shares at the EGM and Class Meetings.

Lock-up period and future exit arrangement:

• Triumph Group intends to hold the Shares of the Company for a long term. Pursuant to the Triumph Group Subscription Agreement, Triumph Group shall not transfer the A Shares subscribed under the Triumph Group Subscription Agreement within 18 months from the date of completion of the Nonpublic Issuance of A Shares.

If the aforementioned lock-up arrangement does not conform to the latest regulatory opinions or regulatory requirements of the securities regulatory authorities of the PRC, the arrangement will be adjusted accordingly in accordance with the regulatory opinions or regulatory requirements of the relevant securities regulatory authorities.

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The additional Shares of the Company being obtained from bonus issue, capitalisation of capital reserves and otherwise upon completion of the Non-public Issuance of A Shares shall also be subject to the aforementioned lock-up period arrangement. Such Shares shall comply with the relevant requirements of regulatory authorities such as the CSRC and the SSE upon expiry of the lock-up period.

INFORMATION ON THE PARTIES TO THE TRIUMPH GROUP SUBSCRIPTION AGREEMENT

The principal activities of the Company are production and sales of information display glass and new energy glass. The scope of business includes development, production, manufacture and installation of information display glass, new energy glass, photoelectric material for functional-glass category and its processed products and components, relevant materials, mechanical equipment and its electric appliances and accessories, relevant technical consultancy and technical services, as well as sales and after-sales services of self-produced products.

Triumph Group is a company incorporated in the PRC with limited liability and a direct wholly-owned subsidiary of CNBMG, which is principally engaged in glass sector, new materials sector, new energy sector, new equipment sector and project management sector.

EFFECTS ON THE SHAREHOLDING STRUCTURE OF THE COMPANY

As at the date of this announcement, the total issued share capital of the Company is 548,540,432 Shares, which comprises 298,540,432 A Shares and 250,000,000 H Shares.

The following table sets out the shareholding structure of the Company (a) as at the date of this announcement and (b) immediately after the completion of the Non-public Issuance of A Shares, (assuming that (i) 164,562,129 A Shares will be issued under the Non-public Issuance of A Shares; (ii) Triumph Group subscribes for a maximum of 70,975,646 A Shares; (iii) the other specific target subscribers (other than Triumph Group) subscribe for a maximum of 93,586,483 A Shares; and (iv) there is no other change to the shareholding structure of the Company since the date of this announcement save for the issue of the A Shares pursuant to the Non-public issuance of A Shares):

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Shareholders A Shares Triumph Group and parties acting in concert with it (Note 1) Triumph Group CLFG Bengbu Institute Huaguang Group International Engineering Sub-total of Triumph Group and parties acting in concert with it Other specific target subscribers (not more than 34) Other A Shareholders Sub-total of A Shares H Shares Public H Shareholders Total Issued Shares	(i) Shareholding as at the date of this announcement Number of shares Approximate percentage of the total issued shares (%) 6,170,699 1.12 111,195,912 20.27 70,290,049 12.81 3,477,327 0.63 386,370 0.07 191,520,357 34.91 – – 107,020,075 19.51 298,540,432 54.42 250,000,000 45.58 548,540,432 100	(ii) Shareholding immediately after completion of the Non-public Issuance of A Shares Number of shares Approximate percentage of the total issued shares (%) 77,146,345 10.82 111,195,912 15.59 70,290,049 9.86 3,477,327 0.49 386,370 0.05 262,496,003 36.81 93,586,483 13.12 107,020,075 15.01 463,102,561 64.94 250,000,000 35.06 713,102,561 100

The following table sets out the shareholding structure of the Company immediately after the completion of the Non-public Issuance of A Shares, (assuming that (i) 164,562,129 A Shares will be issued under the Non-public Issuance of A Shares; (ii) Triumph Group subscribes for 13.62% of the A Shares (being 22,413,362 A Shares) under the Non-public Issuance of A Shares; (iii) the other target subscribers (other than Triumph Group)subscribe for 142,148,767 A Shares; and (iv) there is no other change to the shareholding structure of the Company since the date of this announcement save for the issue of the A Shares pursuant to the Non-public issuance of A Shares):

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(iii) Shareholding immediately after completion of the Non-public Issuance of A Shares

Shareholders Number of shares A Shares Triumph Group and parties acting in concert with it(Note 1) Triumph Group 28,584,061 CLFG 111,195,912 Bengbu Institute 70,290,049 Huaguang Group 3,477,327 International Engineering 386,370 Sub-total of Triumph Group and parties acting in concert with it 213,933,719 Other specific target subscribers (not more than 34) 142,148,767 Other A Shareholders 107,020,075 Sub-total of A Shares 463,102,561 H Shares Public H Shareholders 250,000,000 Total Issued Shares 713,102,561

Approximate percentage of the total issued shares (%) 4.01 15.59 9.86 0.49 0.05 30 19.93 15.01 64.94 35.06 100

Note：

• (1) As at the date of this announcement, Triumph Group, an indirect controlling shareholder of the Company, directly holds approximately 1.12% of the Shares of the Company, and indirectly holds (i) approximately 20.27% of the Shares of the Company through CLFG, its direct controlled subsidiary; (ii) approximately 12.81% of the Shares of the Company through Bengbu Institute, its direct wholly-owned subsidiary; (iii) approximately 0.63% of the Shares of the Company through Huaguang Group, its wholly-owned subsidiary; (iv) approximately 0.07% of the Shares of the Company through International Engineering, an indirect controlled subsidiary of CNBMG, therefore, Triumph Group and parties acting in concert with it directly and indirectly hold approximately 34.91% of the Shares of the Company in aggregate.

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REASONS FOR AND BENEFITS OF THE PROPOSED NON-PUBLIC ISSUANCE OF A SHARES AND THE ENTERING INTO OF THE TRIUMPH GROUP SUBSCRIPTION AGREEMENT

• (1) The Non-public Issuance of A Shares is conducive for the Company to capture the market opportunities and improve the industrial position

The Board considers that the proposed Non-public Issuance of A Shares is conducive for the Company to capture the market opportunities and improve its industrial position. According to the estimate from the China Photovoltaic Industry Association, the penetration rate of double glass components market is expected to increase by 2025. As an essential key material of double glass components, the packaging materials for photovoltaic cells have a broad market space. With the steady development of the photovoltaic industry and the continuous increase in the penetration rate of double glass components market, the market demand for cell packaging materials in the photovoltaic glass segment will rise rapidly. Therefore, the Company will firmly seize this market opportunity to construct the new energy photovoltaic cell packaging materials projects, so as to quickly seize the photovoltaic backplane glass market segment, and continuously expand the Company’s leading edge in the photovoltaic glass field to achieve the Company’s stable and rapid development. After the proceeds have been raised, with the smooth implementation of investment projects, the Company will effectively enhance its product competitiveness through economies of scale, and further enhance the dominant position of the Company in the photovoltaic glass industry, which is consistent with the needs of the industrial development strategy of the Company.

(2) Optimize capital structure to alleviate working capital pressure

Raising proceeds through the Non-public Issuance of A Shares is beneficial to the Company to further optimize the structure of assets and liabilities, reduce financial risks, and enhance the Company’s ability to resist risks. In addition, after the capital strength of the Company has been dramatically improved, the Company will lay a solid foundation for the sustainable development in numerous aspects, such as business layout, financial capacity and long-term strategy, creating a sound condition for the improvement of the Company’s core competitiveness and the realization of leap-forward development.

The Directors (except the members of the Independent Board Committee) consider that the terms of the Non-public Issuance of A Shares and the Triumph Group Subscription Agreement are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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In addition, the independent non-executive Directors preliminarily believe that, subject to obtaining Independent Financial Adviser’s opinion, the Company’s Non-public Issuance of A Shares complies with the relevant laws, regulations, regulatory documents and the Articles of Association, and the price and pricing method in relation to connected transaction of the Proposed Triumph Group Subscription is reasonable and fair, in the interests of the Company and the Shareholders as a whole, and there is no situation that harms the interests of the Company and all Shareholders.

FUNDRAISING ACTIVITIES FOR THE PAST 12 MONTHS

The Company did not conduct any fundraising activities involving the issuance of equity securities in the 12 months preceding the date of this announcement.

(3) SPECIFIC MANDATE

The Non-public Issuance of A Shares will be issued under the Specific Mandate. The Non-public Issuance of A Shares and the Triumph Group Subscription Agreement are subject to the approvals from the relevant stateowned assets supervision and administration authority or its authorized agencies and the CSRC, and the approvals by the Shareholders at the EGM, the A Shareholders’ Class Meeting and the H Shareholders’ Class Meeting.

• (4) AUTHORIZATION TO THE BOARD AND ITS AUTHORIZED REPRESENTATIVE(S) TO HANDLE ALL MATTERS RELATING TO THE NON-PUBLIC ISSUANCE OF A SHARES

The Board intends to propose at the EGM and Class Meetings for authorization to the Board and its authorized representative(s) to handle all matters relating to the Non-public Issuance of A Shares to the extent permitted under relevant laws and regulations, including but not limited to:

1. To agree to propose to the general meeting of the Company to grant to the Board the following Specific Mandate in relation to the issuance of shares under the Company’s proposal of Non-public Issuance of A Shares in accordance with the relevant provisions of the Company Law of the PRC, the Listing Rules and the Articles of Association: to issue not more than 164,562,129 A Shares (inclusive) to not more than 35 (inclusive) target subscribers (including Triumph Group) in the Nonpublic Issuance of A Shares, representing not more than 30% of the total share capital of the Company prior to the non-public issuance, at the Issue Price not lower than 80% of the average trading price of the Company’s A Shares for the 20 trading days preceding the Price Determination Date (excluding such date) and the Company’s latest

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audited net asset value per Share attributable to the Shareholders of ordinary shares of the Company before the issuance, whichever is higher.

1. To determine specific terms of the issuance and formulate and implement the detailed proposal of the Non-public Issuance of A Shares to specific target subscribers before issuance based on the actual circumstances of the Company as well as the opinions from the regulatory authorities, and subject to the requirements under laws, regulations and regulatory documents, including but not limited to determining the time of issuance, number of shares to be issued, issue period, pricing principles and price determination date (subject to changes of the pricing principles and price determination date arising from amendment to or newly enacted relevant laws, regulations and regulatory documents), Issue Price, method of issuance, target subscribers, use of proceeds, specific methods of subscription, proportion of subscription, methods of pricing and other matters related to the proposal of the Non-public Issuance of A Shares;

2. To amend the proposal (other than matters subject to re-voting at the general meeting according to the requirements of relevant laws and regulations and the Articles of Association) in compliance with the requirements of relevant laws, regulations, regulatory documents or relevant securities regulatory authorities, and make corresponding adjustments to the detailed proposal for the issuance according to the opinions from the securities regulatory authorities, including but not limited to adjustment to, postponement, suspension or termination of the plan of the Non-public Issuance of A Shares;

3. To handle the tasks with respect to the investment projects to be funded by the proceeds from the Non-public Issuance of A Shares, and to sign major contracts and other relevant legal documents in the course of implementation of the investment projects to be funded by the proceeds from the Non-public Issuance of A Shares; to adjust or determine the detailed arrangements for the use of proceeds according to the actual progress and the actual capital needs of the investment projects to be funded by the proceeds from the Non-public Issuance of A Shares, to the extent considered and approved at the general meeting; to implement the investment projects to be funded by the proceeds from the Non-public Issuance of A Shares with self-raised funds before the proceeds are available, according to the actual progress and operational needs of the investment projects to be funded by the proceeds from the Non-public Issuance of A Shares, and replace the self-raised funds with the proceeds from the Non-public Issuance of A Shares after the proceeds are available; and to make necessary adjustments to the projects to be invested in with the proceeds according to the requirements of relevant laws, regulations and regulatory authorities and the market condition;

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1. To handle the reporting matters in relation to the issuance, including but not limited to preparing, amending, signing, reporting, supplementing, submitting, executing and announcing the proposal of the issuance and the reporting materials in relation to the issuance and listing, to handle relevant procedures and implement the lock-up and other process in relation to the issuance and listing, and to handle information disclosure matter in relation to the issuance according to the regulatory requirements;

2. To sign, amend, supplement, complete, submit and execute all agreements, contracts and documents in relation to the Non-public Issuance of A Shares, including but not limited to sponsor agreement, engagement agreements of intermediary institutions, agreements relating to the issuance proceeds, subscription agreements entered into with investors, circulars, announcements and other disclosure documents);

3. To amend the relevant provisions in the Articles of Association, handle the increase of registered capital, handle the industrial and commercial registration and handle other filing matters related to the Non-public Issuance of A Shares in accordance with the result of the Non-public Issuance of A Shares;

4. To handle the registration, lock-up and listing of shares issued and other relevant matters with the SSE and the Shanghai Branch of China Securities Depository and Clearing Corporation Limited upon completion of the issuance;

5. To deal with other matters in relation to the Non-public Issuance of A Shares subject to laws, regulations, relevant regulatory documents and the Articles of Association;

6. To authorize the chairman of the Company and other persons authorized by him/her to specifically handle relevant matters and sign relevant documents within the scope of the above authorization, and to propose a resolution at the general meeting of the Company for approval for delegation of the above authorization by the Board to the chairman of the Company, on condition that the Board has obtained the above authorization, unless otherwise provided by relevant laws and regulations, and such authorization shall be effective from the date of the consideration and approval of the same at the general meeting of the Company;

7. Items No.7 and No.8 of the above authorizations shall be effective from the date of approval at the general meeting of the Company to the date on which the subsisting period of the relevant matters expires, and other authorizations shall be effective within 12 months since the date of the consideration and approval at the general meeting of the Company.

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IMPLICATIONS UNDER THE LISTING RULES

As at the date of this announcement, Triumph Group directly and indirectly holds 191,133,987 A Shares of the Company, representing approximately 34.84% of the Company’s total issued share capital. Accordingly, Triumph Group is an indirect controlling shareholder of the Company and thus a connected person of the Company. According to Chapter 14A of the Listing Rules, the Proposed Triumph Group Subscription constitutes a connected transaction of the Company, therefore the Company shall comply with the relevant reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Mr. Zhang Chong, the chairman of the Board, Mr. Xie Jun, an executive Director, Mr. Chen Yong and Mr. Ren Hongcan, non-executive Directors of the Company, have abstained from voting in respect of the Non-public Issuance of A Shares and the Proposed Triumph Group Subscription at the Board meeting(s) due to the fact that they have connected relationship with Triumph Group and parties acting in concert with it and are therefore not regarded as independent to make any recommendation to the Board in respect thereof. Save as aforementioned, none of the other Directors has a material interest in the Non-public Issuance of A Shares and the Proposed Triumph Group Subscription and hence no other Director has abstained from voting on such Board resolutions.

INDEPENDENT BOARD COMMITTEE AND THE APPOINTMENT OF THE INDEPENDENT FINANCIAL ADVISER

The Independent Board Committee (comprising all the independent non-executive Directors) has been formed in accordance with Chapter 14A of the Listing Rules to advise the Independent Shareholders on the Non-public Issuance of A Shares, the Proposed Triumph Group Subscription and the Specific Mandate.

In this regard, Veda Capital has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Non-public Issuance of A Shares, the Proposed Triumph Group Subscription and the Specific Mandate.

EGM AND CLASS MEETINGS

The EGM and Class Meetings will be convened to consider and approve, as appropriate, among others, (i) the Non-public Issuance of A Shares; (ii) the Proposed Triumph Group Subscription; and (iii) the Specific Mandate. The EGM will be convened to consider and approve, as appropriate, the authorization to the Board and its authorized representative(s) to handle all matters relating to the Non-public Issuance of A Shares, including but not limited to, the amendments to the Articles of Association.

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Triumph Group and its associates, the parties acting in concert with it and the Shareholders having material interest in, the Non-public Issuance of A Shares, Proposed Triumph Group Subscription and/or Specific Mandate or involved therein will be required to abstain from voting on the corresponding resolutions to be proposed at the EGM and/or Class Meetings. Save as aforementioned, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, no other Shareholders have a material interest in the corresponding resolutions and therefore no other Shareholders are required to abstain from voting at the EGM and/or the Class Meetings.

As additional time is required to prepare the information contained in the circular, a circular containing, among others, (i) further details of the Non-public Issuance of A Shares, Proposed Triumph Group Subscription and Specific Mandate; (ii) letter from the Independent Board Committee making recommendations on the Non-public Issuance of A Shares, Proposed Triumph Group Subscription and Specific Mandate to Independent Shareholders; and (iii) letter from the Independent Financial Adviser making recommendations on the Non-public Issuance of A Shares, Proposed Triumph Group Subscription and Specific Mandate to the Independent Board Committee and Independent Shareholders, is expected to be dispatched to Shareholders on or before 9 February 2021. The notice of the EGM and the H Shareholders’ Class Meeting will be dispatched to the Shareholders in due course.

The completion of Non-public Issuance of A Shares and the Proposed Triumph Group Subscription are subject to fulfilment of certain conditions. Therefore, the Non-public Issuance of A Shares and the Proposed Triumph Group Subscription may or may not proceed. Shareholders and potential shareholders of the Company are reminded to exercise caution when dealing in the securities of the Company.

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions have the following meanings:

“A Share(s)” the ordinary share(s) issued by the Company, with a par value of RMB1.00 each, which are listed on the SSE “A Shareholder(s)” holder(s) of A Share(s)

“A Shareholders’ Class the class meeting of A Shareholders to be convened by Meeting” the Company to consider and, if thought fit, approve, among other things, (i) the Non-public Issuance of A Shares; (ii) the Proposed Triumph Group Subscription; and (iii) the Specific Mandate

“Articles of Association” the articles of association of the Company, as amended from time to time

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“associate” has the meaning ascribed to it under the Listing Rules “Bengbu Institute” CNBM Bengbu Design & Research Institute for Glass Industry Co., Ltd* （中建材蚌埠玻璃工業設計研 究院有限公司）, a company incorporated in the PRC with limited liability, the substantial Shareholder of the Company and a wholly-owned subsidiary of Triumph Group

• “Board” the board of Directors of the Company “Class Meetings” the A Shareholders’ Class Meeting and the H Shareholders’ Class Meeting

• “CLFG” China Luoyang Float Glass (Group) Company Limited* ( 中國洛陽浮法玻璃集團有限責任公司 ), a company incorporated in the PRC with limited liability and the substantial Shareholder of the Company

• “CNBMG” China National Building Material Group Co., Ltd.* （中國建材集團有限公司）, a wholly state-owned enterprise incorporated in the PRC and an indirect controlling shareholder of the Company

• “Company” Luoyang Glass Company Limited* ( 洛陽玻璃股份有 限公司 ), a joint stock limited company incorporated in the PRC with limited liability, the H Shares and A Shares of which are listed on the main board of the Stock Exchange (stock code: 1108) and the SSE (stock code: 600876) respectively

• “connected person” has the meaning as ascribed to it under the Listing Rules

• “controlling shareholder” has the meaning as ascribed to it under the Listing Rules

• “CSRC” China Securities Regulatory Commission

• “Director(s)”

• director(s) of the Company, including the independent non-executive director(s)

• “EGM” the extraordinary general meeting of the Company to be convened for the Shareholders to consider and, if thought fit, approve, among other things, (i) the Nonpublic Issuance of A Shares; (ii) the Proposed Triumph Group Subscription; and (iii) the Specific Mandate

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“H Share(s)”

• “H Shareholder(s)”

• “H Shareholders’ Class Meeting”

• “HK$”

• “Hong Kong”

• “Huaguang Group”

• “Independent Board Committee”

• “Independent Financial Adviser” or “Veda Capital”

• “Independent Shareholders”

the ordinary share(s) issued by the Company, with a par value of RMB1.00 each, which are listed on the Stock Exchange

• holder(s) of H Share(s)

• the class meeting of the H Shareholders to be convened by the Company to consider and, if thought fit, approve, among other things, (i) the Non-public Issuance of A Shares; (ii) the Proposed Triumph Group Subscription; and (iii) the Specific Mandate

• Hong Kong dollars, the lawful currency of Hong Kong

• the Hong Kong Special Administrative Region of the PRC

• Anhui Huaguang Photoelectricity Materials Technology Group Co., Ltd.*( 安徽華光光電材料科技集團 有限公司 ), a company incorporated in the PRC with limited liability

• the independent board committee of the Company comprising Mr. Jin Zhanping, Mr. Ye Shuhua, Mr. He Baofeng and Ms. Zhang Yajuan, being all the independent non-executive Directors of the Company, which is formed to advise the Independent Shareholders on the Non-public Issuance of A Shares, the Proposed Triumph Group Subscription and the Specific Mandate in accordance with the Listing Rules

• Veda Capital Limited, a licensed corporation to carry out Type 6 (advising on corporate finance) regulated activity under the SFO, and the independent financial adviser appointed in accordance with Listing Rules to the Independent Board Committee and the Independent Shareholders on the Non-public Issuance of A Shares, the Proposed Triumph Group Subscription and the Specific Mandate

• Shareholders other than (i) Triumph Group and its associate(s); (ii) parties acting in concert with Triumph Group; and (iii) all other parties (if any) who are materially interested or involved in the Non-public Issuance of A Shares and the Proposed Triumph Group Subscription

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• “International Engineering” China Triumph International Engineering Co., Ltd.*( 中 國建材國際工程集團有限公司 ), a company incorporated in the PRC with limited liability

• “Issue Date” the date on which the A Shares are issued under the Non-public Issuance of A Shares

• “Issue Price” the Issue Price of which the A Shares are issued under the Non-public Issuance of A Shares

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

• “Non-public Issuance of A the proposed non-public issuance of a maximum of Shares” 164,562,129 new A Shares (inclusive) in aggregate by the Company to not more than 35 (35 inclusive) specific target subscribers, including Triumph Group

• “PRC” the People’s Republic of China, for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• “Price Determination Date” the first day of the offering period of the Non-public Issuance of A Shares.

• “Proposed Triumph Group the subscription of A Shares to be issued under Subscription” the Non-public Issuance of A Shares by Triumph Group according to the Triumph Group Subscription Agreement, as part of the Non-public Issuance of A Shares

• “RMB” Renminbi, the lawful currency of the PRC

• “Share(s)” ordinary share(s) of nominal value of RMB1.00 each in the existing share capital of the Company

• “Shareholder(s)” the holder(s) of the Shares

• “Specific Mandate” according to Rule 13.36 of Listing Rule (as amended by Chapter 19A of Listing Rule), the specific mandate granted by Independent Shareholders at the EGM and Class Meetings to issue A Shares in accordance with the Non-public Issuance of A Shares

• “SSE” the Shanghai Stock Exchange

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“Stock Exchange”

The Stock Exchange of Hong Kong Limited

• “substantial Shareholder(s)” has the meaning as ascribed to it under the Listing Rules

• “trading day”

a day on which the SSE is open for dealing or trading in securities

• “Triumph Group”

Triumph Technology Group Co., Ltd.* (凱盛科技集團 有限公司), a company incorporated in the PRC with limited liability and an indirect controlling Shareholder of the Company

• “Triumph Group Subscription Agreement”

the conditional subscription agreement entered into by and between Triumph Group and the Company on 30 December 2020, pursuant to which, Triumph Group conditionally agreed to subscribe, and the Company conditionally agreed to issue, not less than 13.62% (inclusive) of the A Shares to be issued under the Non-public Issuance of A Shares conditionally, and the number of A Shares to be issued shall not exceed 70,975,646 Shares

• “%”

percent

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

Luoyang, the PRC 30 December 2020

As at the date of this announcement, the Board comprises five executive Directors: Mr. Zhang Chong, Mr. Xie Jun, Mr. Ma Yan, Mr. Wang Guoqiang and Mr. Zhang Rong; two non-executive Directors: Mr. Ren Hongcan and Mr. Chen Yong; and four independent non-executive Directors: Mr. Jin Zhanping, Mr. Ye Shuhua, Mr. He Baofeng and Ms. Zhang Yajuan.

• For identification purposes only

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