RoboSense Technology Co., Ltd - Capital/Financing Update 2022

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DISCLOSEABLE AND CONNECTED TRANSACTION – ACQUISITION OF REMAINING 40% EQUITY INTEREST IN QINHUANGDAO NORTH GLASS CO., LTD.

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

ACQUISITION

References are made to (i) the announcement of the Company dated 29 April 2021 in relation to the discloseable and connected transaction regarding the acquisition of 60% equity interest in Qinhuangdao North Glass Co., Ltd; (ii) the circular dated 30 June 2021 in relation to the acquisition of 60% equity interest in Qinhuangdao North Glass Co., Ltd; (iii) the announcement of resolutions passed at the third extraordinary general meeting 2021 on 21 July 2021 in relation to, among other things, the consideration and approval by the shareholders of the resolution regarding the acquisition of 60% equity interest in Qinhuangdao North Glass Co., Ltd. by the Company and the transaction contemplated thereunder; and (iv) the announcement dated 5 August 2021 in relation to the completion of change in industrial and commercial registration of Qinhuangdao North Glass Co., Ltd.

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On 23 November 2022, the Company entered into the Share Transfer Agreement with Yaohua Group, pursuant to which the Company has agreed to acquire and Yaohua Group has agreed to dispose of the remaining 40% equity interest in North Glass at a consideration of RMB163,868,200 (equivalent to approximately HK$176,977,656).

As of the date of this announcement, North Glass is a non-wholly owned subsidiary of the Company, which is owned by the Company as to 60% and by Yaohua Group as to 40%. Upon the completion of the Acquisition, North Glass will become a wholly owned subsidiary of the Company.

LISTING RULES IMPLICATIONS

As at the date of this announcement, Yaohua Group is a subsidiary controlled by Triumph Group which is an indirect controlling shareholder (as defined under the Listing Rules) of the Company. Therefore, Yaohua Group is regarded as a connected person of the Company under Chapter 14A of the Listing Rules. The transaction contemplated under the Share Transfer Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios in respect of the Acquisition exceed 5% but lower than 25%, the Acquisition constitutes a discloseable and connected transaction of the Company under the Listing Rules, and thus is subject to the reporting, announcement, circular and Independent Shareholders’ approval requirements under the Listing Rules.

The third extraordinary general meeting (the “ Third EGM ”) will be convened by the Company for the Independent Shareholders to consider and, if thought fit, approve, among other things, the Share Transfer Agreement and the transaction contemplated thereunder. Triumph Group and its associates will abstain from voting on the resolutions in relation to the Share Transfer Agreement at the Third EGM. The voting will be conducted by poll at the Third EGM.

The Independent Board Committee has been formed by the Company to provide recommendation to the Independent Shareholders in respect of the Share Transfer Agreement and the transaction contemplated thereunder. The Company has appointed Gram Capital to advise the Independent Board Committee and the Independent Shareholders in this regard.

A circular containing, among others, (i) details of the Share Transfer Agreement; (ii) a letter from the Independent Board Committee containing its recommendations; (iii) a letter from Gram Capital containing its advices; and (iv) the notice of the Third EGM will be despatched to the Shareholders on or before 7 December 2022.

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Completion is subject to and conditional upon the fulfillment of the terms and conditions precedent set out in the Share Transfer Agreement and the Acquisition may or may not proceed. Shareholders and potential investors are advised to exercise caution when dealing in the securities of the Company.

INTRODUCTION

On 23 November 2022, the Company entered into the Share Transfer Agreement with Yaohua Group, pursuant to which the Company has agreed to acquire and Yaohua Group has agreed to dispose of 40% equity interest in North Glass at a consideration of RMB163,868,200 (equivalent to approximately HK$176,977,656).

SHARE TRANSFER AGREEMENT

Set out below are the principal terms of the Share Transfer Agreement in respect of the Acquisition:

Date: 23 November 2022

Parties: (1) Yaohua Group (as the transferor); and

(2) the Company (as the transferee)

SHARE TRANSFER

Yaohua Group agreed to dispose of and the Company agreed to acquire the remaining 40% equity interest in North Glass. From the date on which the industrial and commercial registration changes in the transfer of the Target Equity Interest are completed (the “ Registration Completion Date ”), the Company will become the legal owner of Target Equity Interest, the Company will hold 100% equity interest in North Glass and Yaohua Group will cease to hold equity interest in North Glass.

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SHARE TRANSFER PRICE AND PAYMENT METHOD

The transfer price of the Target Equity Interest was determined after arm’s length negotiations between the Company and Yaohua Group on normal commercial terms, with reference to, among others, the assets appraisal report of North Glass determining the appraisal value of the entire equity interest attributable to the shareholders of North Glass prepared by Zhongjing Minxin (Beijing) Assets Appraisal Co., Ltd.,* ( 中京民信（北京）資產評估有限公司 ) an independent asset appraiser, based on the appraisal results of the cost method (asset-based method) as the appraisal conclusion. Accordingly, the appraisal value of the entire equity interest attributable to the shareholders of North Glass as of 31 December 2021 was approximately RMB409,670,500 (equivalent to approximately HK$442,444,140).

Based on the aforementioned valuation results, it is determined that the transfer price of equity interest in North Glass is 40% of the appraisal value of the entire equity interest attributable to the shareholders of North Glass abovementioned, which is RMB163,868,200 (equivalent to approximately HK$176,977,656) (the “ Share Transfer Price ”). The Company intends to pay the Share Transfer Price in cash by installment, which will be funded by the Company’s own funds. The Company shall pay the Share Transfer Price of the Target Equity Interest to Yaohua Group in the following ways:

The first installment:

The Company shall pay 10% of the Share Transfer Price, being RMB16,386,820 (equivalent to approximately HK$17,697,766), to Yaohua Group within 15 working days from the effective date of the Share Transfer Agreement. Within seven working days after the payment by the Company, 40% equity interest in North Glass held by Yaohua Group shall be registered under the Company’s name (that day is deemed the Registration Completion Date).

The second installment:

The Company shall pay 40% of the Share Transfer Price to Yaohua Group before 31 December 2022. After this payment, the payment shall aggregate to 50% of the Share Transfer Price.

The third installment

The Company shall pay the remaining balance of the Share Transfer Price to Yaohua Group before 30 June 2023.

COMPLETION AND PROFIT AND LOSS BETWEEN THE PERIOD

(1) Yaohua Group and the Company will make their best efforts to assist and cooperate in the completion of formalities for the industrial and commercial registration changes for the Share Transfer in a timely manner.
(2) The appointment arrangement of directors, supervisors and senior management of North Glass upon the Share Transfer shall be separately determined by the Company and Yaohua Group shall cooperate correspondingly.

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(3) The profits and losses realized by North Glass after the Audit and Valuation Benchmark Date shall be borne or enjoyed by North Glass, and indirectly borne or enjoyed by the Company.

CONDITIONS PRECEDENT FOR SHARE TRANSFER AGREEMENT TO

TAKE EFFECT

Share Transfer Agreement shall become effective from the date on which all the following conditions have been satisfied:

(1) Share Transfer Agreement has been signed by the legal representatives of North Glass and the Company or their respective authorized representative(s), with company seals of both parties affixed thereon;
(2) the Share Transfer as contemplated under Share Transfer Agreement has been approved by the competent authority of North Glass;
(3) the Share Transfer as contemplated under Share Transfer Agreement has been approved at the general meeting of the Company;
(4) the Share Transfer as contemplated under Share Transfer Agreement has been approved by CNBMG or its authorized institution.

INFORMATION ON THE COMPANY AND YAOHUA GROUP

The principal activities of the Company are production and sales of new energy glass. The scope of business includes development, production, manufacture and installation of new energy glass, photoelectric material for functional-glass category and its further-processed products and components, relevant materials, mechanical whole-set 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.

Yaohua Group is a subsidiary controlled by Triumph Group which is an indirect controlling shareholder (as defined under the Listing Rules) of the Company. Yaohua Group is a company incorporated in the PRC with limited liability, which is principally engaged in the sales and warehousing of glass and glass products, relevant mineral products and chemical products (excluding hazardous chemicals, precursor chemicals and monitored and controlled chemicals); import and export business (excluding goods that are subject to the state-run trade administration, application shall be made in accordance with the relevant state requirements for the import and export of goods that are subject to quotas and license); technical consultation and technical services related to the company. As of the date of this announcement, the ultimate beneficial owner of Yaohua Group is CNBMG. CNBMG is a wholly state-owned enterprise incorporated in the PRC and the ultimate controlling shareholder of the Company, and is a comprehensive building materials industry group.

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INFORMATION ON THE TARGET COMPANY

North Glass is a company incorporated in the PRC with limited liability. Its scope of business mainly covers production and sale of glass and glass products, refractory materials and ceramic products; import and export of goods and technologies; stevedoring services. Yaohua Group acquired 100% equity interest in North Glass in 2011 at the consideration of RMB322,269,875.12. On 21 July 2021, the Company passed a resolution at the third extraordinary general meeting 2021 in relation to the acquisition of 60% equity interest in Qinhuangdao North Glass Co., Ltd. by the Company and the transaction contemplated thereunder at the consideration of RMB182,275,920 (equivalent to approximately HK$218,731,104), which was considered and approved by the Independent Shareholders. According to the announcement dated 5 August 2021 in relation to the completion of change in industrial and commercial registration of Qinhuangdao North Glass Co., Ltd., the transfer of the equity interest and the industrial and commercial registration changes in relation to the acquisition have been completed on 4 August 2021, and accordingly the Company became the legal owner of 60% equity interest in North Glass, and the percentage of equity interest held by Yaohua Group in North Glass changed from 100% to 40%. Up to the date of this announcement, the Company still holds 60% equity interest in North Glass and Yaohua Group holds 40% equity interest in North Glass. Upon completion of the Acquisition, the Company will hold 100% equity interest in North Glass and Yaohua Group will cease to hold equity interest in North Glass.

FINANCIAL INFORMATION ON THE TARGET COMPANY

The audited financial information of Yaohua Group for the financial years ended 31 December 2020 and 31 December 2021 is set out below:

	For the financial year	For the financial year
	ended 31	December
	(RMB)
	2020	2021
Operating income	485,549,082.70	465,912,433.35
Net profit before taxation	73,186,651.53	126,120,648.50
Net profit after taxation	73,186,651.53	126,120,648.50
Total assets	932,820,892.87	558,383,521.13
Net assets	201,753,661.92	327,874,310.42

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REASONS FOR AND BENEFIT OF THE ACQUISITION

After the completion of the transaction, North Glass will become a wholly-owned subsidiary of the Company, which will be conducive to improving its decision-making efficiency with regard to its operation and expediting the construction progress of solar photovoltaic cell packaging material project of North Glass. At the same time, the share acquisition will also help the Company to streamline its business structure, clarify its business scope, adjust its product structure and highlight its main business advantages, which is in line with the long-term strategic positioning and the interests of the Shareholders of the Company as a whole.

There will be no change in the scope of the consolidated statements of the Company before and after the transaction. The connected transaction will not compromise the interests of the Company and Shareholders and will not have any adverse impact on the financial position or operating results of Company.

The terms of Share Transfer Agreement have been determined after the arm’s length negotiations between the parties thereto. Based on the abovementioned, except for the independent non-executive Directors who will express their views after considering the advice from Gram Capital, the Directors consider that the terms of the Share Transfer Agreement are on normal commercial terms, fair and reasonable and in the interest of the Group and the Shareholders as a whole.

LISTING RULES IMPLICATIONS

Mr. Xie Jun, Mr. Ma Yan and Mr. Liu Yuquan, the executive Directors, and Mr. Zhang Chong, the non-executive Director of the Company, have abstained from voting in respect of the approval of the Share Transfer Agreement and the transactions contemplated thereunder in the Board meeting due to the fact that they are connected with Triumph Group and are not regarded as independent to make any recommendation to the Board.

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A circular containing, among others, (i) details of the Share Transfer Agreement; (ii) a letter from the Independent Board Committee containing its recommendations; (iii) a letter from Gram Capital containing its advices; and (iv) the notice of the Third EGM shall be despatched to the Shareholders on or before 7 December 2022.

DEFINITIONS

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

“Acquisition” or “Share	the acquisition of Target Equity Interest from Yaohua
Transfer”	Group according to the terms and conditions under the
	Share Transfer Agreement by the Company
“associate(s)”	has the same meaning as ascribed to it under the Listing
	Rules
“Audit and Valuation	the audit and valuation benchmark date of North Glass,
Benchmark Date”	being 31 December 2021
“Board”	the board of Directors of the Company
“CNBMG”	China National Building Materials Group Co., Ltd.*
	(中國建材集團有限公司), a wholly state-owned
	enterprise incorporated in the PRC and the ultimate
	controlling shareholder of the Company

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“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 Shanghai Stock Exchange (stock code: 600876), respectively

“Completion” the completion of the Acquisition according to the terms and conditions under the Share Transfer Agreement
“connected person(s)” has the same meaning as ascribed to it under the Listing Rules
“Directors” the directors of the Company, including the independent non-executive directors of the Company
“EGM”
an extraordinary general meeting of the Company to be held in due course for the purpose of, among other things, the consideration and discretionary approval by the Independent Shareholders of the Share Transfer Agreement and the transactions contemplated thereunder
“HK$”
Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong” the Hong Kong Special Administrative Region of the PRC
“Independent Board the independent board committee of the Company Committee” comprising Ms. Zhang Yajuan, Mr. Fan Baoqun, Mr. Chen Qisuo and Mr. Zhao Hulin, being all the independent non-executive Directors of the Company, which is formed to advise the Independent Shareholders on the Share Transfer Agreement and the transaction contemplated thereunder in accordance with the Listing Rules
“Independent Financial Adviser” or “Gram Capital”
Gram Capital Limited, a licensed corporation to carry out Type 6 (advising on corporate finance) regulated activities under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), being the independent financial adviser appointed by the Company for the purpose of giving recommendations to the Independent Board Committee and the Independent Shareholders in relation to the Acquisition

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“Independent Shareholders” Shareholders other than (i) Triumph Group and its associate(s) and (ii) all other parties (if any) who are materially interested or involved in the Share Transfer Agreement and the transaction thereunder
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange
“North Glass” or “Target Qinhuangdao North Glass Co., Ltd.* ( 秦皇島北方 Company” 玻璃有限公司 ), a company incorporated in the PRC with limited liability, is owned by the Company as to 60% and by Yaohua Group as to 40% as of the date of this announcement
“percentage ratios” has the same meaning as ascribed to it under the Listing Rules, as applicable to a transaction
“PRC”
the People’s Republic of China, for the purpose of this announcement, excluding Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan
“RMB” Renminbi, the lawful currency of the PRC
“Shareholder(s)” the shareholder(s) of the Company
“Share Transfer Agreement”
the share transfer agreement relating to Qinhuangdao North Glass Co., Ltd.* (《關於秦皇島北方玻璃有限公司的股權轉讓協議》) entered into between Yaohua Group and the Company on 23 November 2022, pursuant to which the Company has agreed to acquire and Yaohua Group has agreed to dispose of the remaining 40% of equity interest in North Glass
“Share Transfer Price”
The consideration for the share transfer under the Share Transfer Agreement, being RMB163,868,200 (equivalent to approximately HK$176,977,656)
“Stock Exchange”
The Stock Exchange of Hong Kong Limited
“subsidiary(ies)”
has the same meaning as ascribed to it under the Listing Rules
“Target Equity Interest” the remaining 40% equity interest in North Glass which Yaohua Group agreed to dispose of and the Company agreed to acquire pursuant to the Share Transfer Agreement

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“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

“Yaohua Group”

China Yaohua Glass Group Corporation Co., Ltd.* (中國耀華玻璃集團有限公司 ), a company incorporated in the PRC with limited liability and a subsidiary controlled by Triumph Group which is an indirect controlling shareholder of the Company

“%” per cent

For the purpose of this announcement, the following exchange rate is used: RMB1.00 = HK$1.08. The exchange rate is for illustration purposes only and should not be taken as a representation that RMB could actually be converted into HK$ at such rate or any other rate at all.

By order of the Board Luoyang Glass Company Limited* Xie Jun Chairman

Luoyang, the PRC 23 November 2022

As at the date of this announcement, the Board comprises five executive Directors: Mr. Xie Jun, Mr. Ma Yan, Mr. Zhang Rong, Mr. Liu Yuquan and Ms. Wang Leilei; one non-executive Director: Mr. Zhang Chong; and four independent non-executive Directors: Ms. Zhang Yajuan, Mr. Fan Baoqun, Mr. Chen Qisuo and Mr. Zhao Hulin.

For identification purposes only

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AI assistant

RoboSense Technology Co., Ltd Capital/Financing Update 2022

50628_rns_2022-11-23_46e4c64c-5c00-4c60-861d-d71f4caa33b1.pdf

DISCLOSEABLE AND CONNECTED TRANSACTION – ACQUISITION OF REMAINING 40% EQUITY INTEREST IN QINHUANGDAO NORTH GLASS CO., LTD.

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

ACQUISITION

LISTING RULES IMPLICATIONS

INTRODUCTION

SHARE TRANSFER AGREEMENT

SHARE TRANSFER

SHARE TRANSFER PRICE AND PAYMENT METHOD

COMPLETION AND PROFIT AND LOSS BETWEEN THE PERIOD

CONDITIONS PRECEDENT FOR SHARE TRANSFER AGREEMENT TO

TAKE EFFECT

INFORMATION ON THE COMPANY AND YAOHUA GROUP

INFORMATION ON THE TARGET COMPANY

FINANCIAL INFORMATION ON THE TARGET COMPANY

REASONS FOR AND BENEFIT OF THE ACQUISITION

LISTING RULES IMPLICATIONS

DEFINITIONS

AI assistant

RoboSense Technology Co., Ltd — Capital/Financing Update 2022

50628_rns_2022-11-23_46e4c64c-5c00-4c60-861d-d71f4caa33b1.pdf

DISCLOSEABLE AND CONNECTED TRANSACTION – ACQUISITION OF REMAINING 40% EQUITY INTEREST IN QINHUANGDAO NORTH GLASS CO., LTD.

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders

ACQUISITION

LISTING RULES IMPLICATIONS

INTRODUCTION

SHARE TRANSFER AGREEMENT

SHARE TRANSFER

SHARE TRANSFER PRICE AND PAYMENT METHOD

COMPLETION AND PROFIT AND LOSS BETWEEN THE PERIOD

CONDITIONS PRECEDENT FOR SHARE TRANSFER AGREEMENT TO

TAKE EFFECT

INFORMATION ON THE COMPANY AND YAOHUA GROUP

INFORMATION ON THE TARGET COMPANY

FINANCIAL INFORMATION ON THE TARGET COMPANY

REASONS FOR AND BENEFIT OF THE ACQUISITION

LISTING RULES IMPLICATIONS

DEFINITIONS

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