RoboSense Technology Co., Ltd - Governance Information 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.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

References are made to the announcements of Luoyang Glass Company Limited (the “ Company ”) dated 18 October 2016 and 19 April 2018, in relation to the completion of transfer registration for the transfer of shares in the Company by agreement by shareholders and the completion of the very substantial acquisitions and connected transactions (the “ Announcements* ”). Unless otherwise specified, capitalised terms used herein shall have the same meaning as those defined in the Announcements.

As controlling Shareholder of the Company completed the transfer of the 69,000,000 shares in the Company held by it to Bengbu Institute on 18 October 2016 and the Company completed the issuance of an aggregate of 33,030,516 A shares to the Vendors on 19 April 2018, the registered capital and total shares of the Company would be changed. Meanwhile, in accordance with the requirements of the Central Committee of the Communist Party of China and the Party Committee of China National Building ， Material Group Co., Ltd.* ( 中國建材集團有限公司 ) and in light of the actual situation of the Company, the Company added Party-building work into the Articles of Association, and made amendments to the articles on the Shareholders’ right to nominate Directors and supervisors and the consideration of external guarantee by the Board. The Company proposes to amend the Articles of Association and the resolution on the proposed amendments to the Articles of Association has been approved at the Board meeting, but it is subject to the approval by the Shareholders at the EGM.

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Details of the proposed amendments to the Articles of Association are as follows:

Article 1

Original Article 1:

Luoyang Glass Company Limited (hereinafter referred to as “Company”) is legally incorporated in accordance with the national laws, administrative regulations and Opinions on Standards for the Companies Limited by Shares formulated by the State Commission for Restructuring the Economy before the Company Law of the People’s Republic of China (“PRC”)(hereinafter referred to as “Company Law”) took effect. After the Company Law came into force, the Company is still duly existing and specified according to the Company Law and Special Regulations of the State Council on the Overseas Offering and Listing of Shares by Joint Stock Limited Companies (hereinafter referred to as “Special Regulations”); therefore, the Company is in conformity with the company conditions stipulated in the Company Law.

The Company is incorporated by means of promotion with the approval of State Commission for Economic System Reform ( 國家經濟體制改革委員會 ) Ti Gai Sheng (1994) Circular No. 56 and registered at the Luoyang City Administration for Industry and Commerce on 6 April 1994 and duly acquired the business license.

With the approval of State Commission for Economic System Reform Ti Gai Sheng (1994) Circular No. 64, the Company was reformed into a company with publicoffered shares to the general public on 19 April 1995 and registered in Luoyang Administration for Industry and Commerce. The business license number of the Company after change is 17111122.

On 28 February 1996, the Company was granted the “Certificate of Approval for Establishment of Foreign Invested Enterprise of the People’s Republic of China” by Ministry of Foreign Economic Relation and Trade of People’s Republic of China and changed and registered as “enterprise limited by shares with Hong Kong Investment” on 7 August 1996. The registration number of the business license is: Qi Gu Luo Zhong Fu Zi. No. 000327.

The promoter of the Company is China Luoyang Float Glass Group Company (changed its name into China Luoyang Float Glass Group Company Limited on 25 December 1996)

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Amended Article 1:

The Company was transformed into and registered as “joint stock company with limited liability (listed joint venture in Taiwan, Hong Kong, Macau and the PRC) on 22 January 2016, and its unified social credit code was 914103006148088992.

The promoter of the Company is China Luoyang Float Glass Group Company (changed its name into China Luoyang Float Glass Group Company Limited on 25 December 1996)

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Article 12

Original Article 12:

The business scope of the Company is subject to the items approved by the Company registration authority.

The business scope of the Company includes development, production, manufacturing and installation of the glasses and their highly-processed products, relevant mechanical whole-set equipment and electrical appliance and accessories and relevant technical consultation and sales and after-sale services of self-made products.

Amended Article 12:

The business scope of the Company is subject to the items approved by the Company registration authority.

The business scope of the Company includes photoelectric and solar thermal materials (e.g. information display glass and new energy glass) and their further-processed products and modules; special glass (e.g. functional glass) and its further-processed products and modules; development, production, manufacturing and installation of relevant materials, mechanical whole-set equipment and its electrical appliance and accessories; technical consultation and services in respect of information display glass, new energy glass and functional glass; sales and after-sale services of self-made products; trading of goods and raw materials and fuel relating to glass products; proprietary operation or factoring of import and export business of materials relating to glass.

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Article 19

Original Article 19:

With the approval of the company examination and approval authority as authorized by State Council, the current number of issued ordinary shares of the Company is 526,766,875.

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Amended Article 19:

With the approval of the company examination and approval authority as authorized by State Council, the current number of issued ordinary shares of the Company is 559,797,391 .

At the time of establishment, the Company issued 400,000,000 shares to the promoter; upon the public issuance of H Shares and A Shares, the Company has issued 700,000,000 ordinary shares, in which the promoter held 57.14% of the total number of ordinary shares that can be issued by the Company. After the Company has completed the reform of stock allocation and reduced the registered capital, the number of ordinary shares issued by the Company was 500,018,242, in which the promoter held 159,018,242 ordinary shares, accounting for 31.8% of the total number of ordinary shares of the Company. Upon the completion of the significant asset swap and issuance of shares by the Company for asset acquisition in cash and raising of supporting funds proceeds, the total number of ordinary shares issued by the Company was 526,766,875 in February 2016 , in which the promoter holds 174,018,242 ordinary shares, accounting for approximately 33.04% of the total number of ordinary shares of the Company. The promoter transferred its 69,000,000 ordinary shares in the Company to Bengbu Glass Industry Design and Research Institute ( 蚌埠玻璃工業設計研究院 ) (now renamed as (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 )) by agreement in October 2016, thereafter, the promoter held 105,018,242 ordinary shares, accounting for approximately 19.94% of the total number of ordinary shares of the Company. After the Company completed the issuance of shares for asset acquisition in April 2018, the total number of issued ordinary shares of the Company was 559,797,391, in which the promoter held 115,115,830 ordinary shares, accounting for approximately 20.56% of the total number of ordinary shares of the Company.

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Article 20

Original Article 20:

Amended Article 20:

The equity structure of the Company: the number of overseas-listed foreign-invested shares is 250,000,000, representing approximately 47.46% of the total issued ordinary shares of the Company; the number of domestic listed shares is 276,766,875, representing approximately 52.54% of the total issued ordinary shares of the Company.

The equity structure of the Company: the number of overseas-listed foreign-invested shares is 250,000,000, representing approximately 44.66 % of the total issued ordinary shares of the Company; the number of domestic listed shares is 309,797,391 , representing approximately 55.34 % of the total issued ordinary shares of the Company.

Article 23

Original Article 23: Amended Article 23:
The Company’s registered capital is RMB526,766,875.
The Company’s registered capital is RMB 559,797,391 .

Article 130

Original Article 130:

Directors shall be elected at the general meeting and serve terms of three years. At the expiration of their terms, Directors may continue to serve as such if reelected, but independent Directors may not serve for more than six consecutive years. The election of independent Directors shall refer to Chapter 12 hereof and the other Directors may be nominated by Board, supervisory committee, and the Shareholders jointly or individually holding more than 5% (including 5%) of the issued shares of the Company. The intention relating to nominating the Director candidates and the written notice about the candidates’ to nomination shall be sent to the Company seven (7) days prior to convening the general meeting.

· · ·

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Amended Article 130:

Directors shall be elected at the general meeting and serve terms of three years. At the expiration of their terms, Directors may continue to serve as such if reelected, but independent Directors may not serve for more than six consecutive years. The election of independent Directors shall refer to Chapter 12 hereof and the other Directors may be nominated by Board, supervisory committee, and the Shareholders jointly or individually holding more than 3% (including 3%) of the issued shares of the Company. The intention relating to nominating the Director candidates and the written notice about the candidates’ to nomination shall be sent to the Company seven (7) days prior to convening the general meeting.

Article 132

Original Article 132:

(1) In cases where the expected value of fixed assets proposed for disposal by the Board, when aggregated with value of fixed assets disposed within four (4) month before the proposed disposal, exceeds 33% of the fixed assets value set out in the latest audited balance sheet considered by the general meetings, the Board shall not dispose or consent to dispose such fixed assets without prior approval by the general meeting.

The validity of transaction of the disposal of the fixed assets by the Company shall not be affected if the clause (1) of this Articles is not complied with.

The term “fixed assets disposal” referred to in this Article represents (among other things) transferring certain rights in assets, but excludes the provision of guarantees by fixed assets.

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(2) The Board shall strictly control the risks of listed companies in providing guarantee to external party. The Board shall abide by the following regulations when considering the external guarantee provided by the Company:

The Company may not provide security to a Controlling Shareholder or other affiliates in which the Company holds less than 50% of the shares, nonlegal person unit or individual.

The total amount of the guarantee provided by the Company to any other party may not exceed 50% of the net assets in the consolidated accounting statement of the most recent fiscal year.

The Company shall not directly or indirectly provide the guarantee for the party whose asset-liability ratio is over 70%.

The Company providing guarantee for any other party shall be approved and signed by more than 2/3 Shareholders and the guaranteed amount or accumulative guaranteed amount in the successive twelve months exceeding 20% of the net asset in consolidated financial statement of the latest fiscal year shall be reported to the general meeting for approval.

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Whenever providing the guarantee for any other party, the bank credit of the guaranteed object shall be above AAA.

Whenever providing the guarantee for any other party, the Company must demand the other party to provide counter-guarantee, and the provider of the counter-guarantee shall have actual ability to bear it.

The Company shall, strictly abide by the relevant provisions in the Listing Rules and the Articles of Association, conscientiously perform information disclosure obligations in relation to the details of guarantee provided to external parties and faithfully provide all the details of all external guarantees provided by the Company to a certified public accountant according to regulations.

All Directors of the Company shall cautiously treat and strictly control the debt risks arisen from the provision of guarantee to any other party and shall bear several and joint liabilities in accordance with the law for the losses caused by irregular or inappropriate provision of guarantee to any other party. The independent Directors of the Company shall provide in the annual report a specific explanation on the status of the accumulated and current guarantee provided to the other parties by the Company and the status of implementation of the afore-mentioned regulations, and shall issue an independent opinion thereon.

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Amended Article 132:

(1) In cases where the expected value of fixed assets proposed for disposal by the Board, when aggregated with value of fixed assets disposed within four (4) month before the proposed disposal, exceeds 33% of the fixed assets value set out in the latest audited balance sheet considered by the general meetings, the Board shall not dispose or consent to dispose such fixed assets without prior approval by the general meeting.

The validity of transaction of the disposal of the fixed assets by the Company shall not be affected if the clause (1) of this Articles is not complied with.

The term “fixed assets disposal” referred to in this Article represents (among other things) transferring certain rights in assets, but excludes the provision of guarantees by fixed assets.

(2) The Board shall strictly control the risks of listed companies in providing guarantee to external party. Any guarantee for external party provided by the Company shall be subject to consideration of the Board or the general meeting.

The guarantee within the authority of the Board requires not only the approval of the majority of all the Directors, but also the approval of more than two-thirds of the Directors attending the Board meeting.

Any provision of guarantee by the Company to its related person, regardless of its amount, is subject to consideration of the general meeting after being considered and passed by the Board.

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Article 135

Original Article 135:

The Board meeting shall be notified in the following means:

(1) No further notice is necessary if the time and place of regular meeting is fixed by the Board in advance.
(2) Where Board has not fix in advance the time and place of the meeting, the chairman shall, at least ten (10) days in advance, send the notice to the Directors on the meeting time and place by the means of telex, telegram, fax, express courier service or registered letter or personal delivery. The notice shall be written in Chinese and English version may be attached if necessary, include the meeting agenda. Any Director may waive the right of obtaining the notice of Board meeting.

Amended Article 135:

The Board meeting shall be notified in the following means:

(1) No further notice is necessary if the time and place of regular meeting is fixed by the Board in advance.
(2) Where Board has not fix in advance the time and place of the meeting, the chairman shall, at least ten (10) days in advance, send the notice to the Directors on the meeting time and place by the means of express courier service, fax, email or personal delivery. The notice shall be written in Chinese and English version may be attached if necessary, include the meeting agenda.
(3) Where there is any urgent matter that calls for the convening of a provisional Board meeting, the chairman shall authorize the secretary to the Board (Company secretary) to give the notice of meeting through phone, email or verbal means 3 working days before the convening of the provisional meeting, provided that the chairman shall make explanations at the meeting.

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Article 167

Original Article 167:

The supervisory committee is composed of four (4) Shareholder representatives and two (2) staff representatives. The former is elected and dismissed by the general meeting and the latter is democratically elected and dismissed by the staff.

The independent supervisor candidates may be nominated by Board, supervisory committee, and the Shareholders jointly or individually holding more than 1% of the issued shares and the other supervisor candidates who are the Shareholders’ representatives may be nominated by Board, supervisory committee, and the Shareholders jointly or individually holding more than 5% (including 5%) of the outstanding shares.

· · · ·

Amended Article 167:

The independent supervisor candidates may be nominated by Board, supervisory committee, and the Shareholders jointly or individually holding more than 1% of the issued shares and the other supervisor candidates who are the Shareholders’ representatives may be nominated by Board, supervisory committee, and the Shareholders jointly or individually holding more than 3% (including 3%) of the outstanding shares.

· · ·

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Add a new Article 232

Article 232:

In accordance with the requirements of the Constitution of the Communist Party of China, an organisation of the Communist Party of China shall be established. The Party organization shall take a leading role of guiding the direction, managing the overall situation, ensuring implementation and discussing and deciding on major issues of the Company in accordance with regulations. The Company shall establish the related working organs of the Party which shall be equipped with sufficient staff to deal with Party affairs and provided with sufficient funds to operate the Party organization.

Add a new Article 233

Article 233：

The Company shall establish the party committee consisting of a secretary and several other members. The chairman of the Board and the secretary to the party committee, shall, principally, be the same person. A special deputy secretary shall be designated for mainly dealing with Party development of the Company. Eligible members of the party committee may be considered and appointed as members of the Board, the supervisory committee and the management through legal procedures. Eligible members in the Board, the supervisory committee, and the management who are members of the Communist Party of China may be considered and appointed as members of the party committee in accordance with relevant requirements and procedures. Meanwhile, the discipline inspection committee shall be established as required.

Add a new Article 234

Article 234:

When making decisions on significant matters of the Company, the Board shall first seek advice from the party committee of the Company.

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Add a new Article 235

Article 235:

The party committee shall perform the following duties in accordance with the Constitution of the Communist Party of China and other internal regulations of the Party:

(1) T o e n s u r e a n d s u p e r v i s e t h e C o m p a n y ’ s implementation of policies and guidelines of the Party and the State and implement major strategic decisions of the Communist Party of China Central Committee and the State Council, as well as important work arrangements of the party committee of the SASAC and higher level Party organizations.
(2) To uphold the integration of the principle of management of cadres by the Party with the function of the Board in the lawful selection of the operation management and with the lawful exercise of authority of employment of personnel by the operation management. The party committee shall consider and comment on the candidates nominated by the Board or the general manager, or recommend candidates to the Board or the general manager. The party committee, together with the Board, shall evaluate the proposed candidates and put forth comments and suggestions collectively.
(3) To research and discuss the reform, development and stability of the Company, major operational and management issues and major issues concerning employee interests, and provide comments and suggestions thereon.
(4) To undertake the main responsibility in strictly administering the Party in all aspects, lead the Company’s ideological and political work, united front work, spiritual civilization construction, enterprise cultural construction and the work of organisations such as Labour Union and Communist Youth League, and lead the construction of the Party conduct and of an honest and clean administration and support the fulfillment of the supervision responsibility of the discipline inspection committee.

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The numbering of the original Chapter 21 and subsequent Chapters of the Articles of Association shall be adjusted accordingly. The English version of the above articles is an unofficial translation of its Chinese version. In case of any discrepancy between the two versions, the Chinese version shall prevail.

EGM

The EGM will be held for the purposes of seeking the Shareholders’ approval for, among other things, the proposed amendments to the Articles of Association. The votes to be taken at the EGM in relation to the proposed special resolution(s) will be taken by way of poll.

GENERAL

A circular containing (i) details of the proposed amendments to the Articles of Association; and (ii) a notice of the EGM, is expected to be despatched to the Shareholders on or before 31 August 2018 (over 15 business days after the publication of this announcement).

DEFINITIONS

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

“Articles of Association”	the articles of association of the Company, as amended
	from time to time
“Board”	the board of Directors
“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
“Directors”	the directors of the Company, including the independent
	non-executive directors of the Company
“EGM”	the extraordinary general meeting of the Company to be
	held on 17 September 2018 for the purposes of seeking
	Shareholders’ approval for, among other things, the
	proposed amendments to the Articles of Association

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“PRC”

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

“Shareholder(s)”

the shareholder(s) of the Company

“Stock Exchange”

The Stock Exchange of Hong Kong Limited

By order of the Board LUOYANG GLASS COMPANY LIMITED* Zhang Chong Chairman

Luoyang, the PRC 30 July 2018

As at the date of this announcement, the Board comprises four executive Directors: Mr. Zhang Chong, Mr. Ni Zhisen, Mr. Wang Guoqiang and Mr. Ma Yan; one nonexecutive Director: Mr. Xie Jun; and four independent non-executive Directors: Mr. Jin Zhanping, Mr. Liu Tianni, Mr. Ye Shuhua and Mr. He Baofeng.

For identification purposes only

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AI assistant

RoboSense Technology Co., Ltd Governance Information 2018

50628_rns_2018-07-30_81b0c423-d590-4233-a8e9-754d76eeab99.pdf

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 1

Article 12

Article 19

Article 20

Article 23

Article 130

Article 132

Article 135

Article 167

Add a new Article 232

Add a new Article 233

Add a new Article 234

Add a new Article 235

Article 235:

EGM

GENERAL

DEFINITIONS

AI assistant

RoboSense Technology Co., Ltd — Governance Information 2018

50628_rns_2018-07-30_81b0c423-d590-4233-a8e9-754d76eeab99.pdf

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 1

Article 12

Article 19

Article 20

Article 23

Article 130

Article 132

Article 135

Article 167

Add a new Article 232

Add a new Article 233

Add a new Article 234

Add a new Article 235

Article 235:

EGM

GENERAL

DEFINITIONS

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RoboSense Technology Co., Ltd Governance Information 2018