RoboSense Technology Co., Ltd — Interim / Quarterly Report 2016

Aug 30, 2016

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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FIRST QUARTERLY REPORT 2016

I. IMPORTANT NOTICE

• 1.1 The board of directors (the “Board”), the supervisory committee, the directors (the “Directors”), supervisors and senior management members of the Company shall warrant that the information contained in this quarterly report is true, accurate, and complete without any false and misleading statements or material omissions, and severally and jointly accept legal responsibility for the above.

• 1.2 All Directors attended the Board meeting to consider this quarterly report of the Company.

• 1.3 Zhang Chong, Person-in-charge of the Company, Sun Lei, Person-in-charge of accounting, and Chen Jing, Person-in-charge of accounting institution(head of accounting department), warrant that the financial statements in this quarterly report are true, accurate and complete.

• 1.4 This quarterly report of the Company is unaudited.

* For identification purposes only

– 1 –

II. MAJOR FINANCIAL DATA AND CHANGES IN SHAREHOLDERS OF THE COMPANY

2.1 Major Financial Data

Unit: yuan Currency: RMB

				Increase/decrease
				at the end of
				the reporting
				period as
	At the end of	At the end of		compared with
	the reporting	the previous year		the end of
	period	After adjustment Before	adjustment	the previous year
				(%)
Total assets	1,353,079,108.15	1,314,035,081.52 1,117,103,454.82		2.97
Net assets attributable to shareholders
of the Company	488,407,031.99	278,344,996.00 17,381,327.47		75.47
		From beginning
		of the previous
	From beginning	year to the end
	of the year	of the reporting
	to the end of	period of the
	the reporting	previous year		Year-on-year
	period	After adjustment Before	adjustment	increase/decrease
				(%)
Net cash flows from operating activities	-59,887,499.84	-71,064,912.37 -43,524,086.16		N/A
		From beginning
		of the previous
	From beginning	year to the end
	of the year	of the reporting
	to the end of	period of the
	the reporting	previous year		Year-on-year
	period	After adjustment Before	adjustment	increase/decrease
				(%)
Operating income	69,231,357.10	154,221,286.83 122,412,046.29		-55.11
Net profit attributable to shareholders
of the listed company	437,051.69	-25,345,398.93 -32,043,478.77		N/A
Net profit attributable to shareholders
of the listed company after deducting
extraordinary profit or loss	-2,004,867.37	-25,189,954.45 -31,876,034.29		N/A
Weighted average return on	0.10	-3.60	-96.00	Increased by 3.70
net assets_(%)_				percentage points
Basic earnings per share_(RMB/share)_	0.0008	-0.0492	-0.0641	N/A
Diluted earnings per share_(RMB/share)_	0.0008	-0.0492	-0.0641	N/A

Note: Retrospective adjustments were made to Bengbu CNBM Information Display Material Co., Ltd. (蚌埠中建材信息顯示材料有限公司) in respect of business combination under common control for the same period last year.

– 2 –

Extraordinary Items and Amounts

Unit: yuan Currency: RMB

	Amount for the
Extraordinary Items	reporting period	Explanation
Profit/loss from disposal of non-current assets	95.03
Government grants credited to current profit or loss (except
for those which are closely related to the Company’s
ordinary business, in accordance with national policies
and continuously received in certain standard amounts
and quantities)	3,151,576.88
Gain from debt restructuring	2,046.24
Entrusted fee income obtained from entrusted operation
Other non-operating income and expenses excluding the
aforesaid items	-9,777.50
Effect of income tax	-702,021.59
Total	2,441,919.06

– 3 –

2.2 Total number of shareholders, top 10 shareholders and top 10 holders of tradable shares not subject to trading moratorium at the end of the reporting period

Unit: Share

Total number of shareholders

66,275, including 66,225 holders of A Shares and 50 holders of H Shares

Shareholdings of the top 10 shareholders

			Number of
	Total number of		shares subject
	shares held as		to trading	Pledged	or frozen
	at the end of the	Shareholding	moratorium	Status of		Nature of
Name of shareholders (full name)	reporting period	Percentage	held	shares	Number	shareholder
		(%)
HKSCC Nominees Limited	248, 354, 699	47.15	0	Unknown		Overseas legal
						person
China Luoyang Float Glass (Group)	174, 018, 242	33.04	15, 000, 000	Pledged	159, 018, 242	State-owned legal
Company Limited						person
Caitong Fund – Ping An Bank – Tianrun	1, 962, 130	0.37	1, 962, 130	Unknown		Domestic
Capital Management (Beijing) Co., Ltd. （財通基金－平安銀行－天潤資本管理 （北京）有限公司）						non-state-owned legal person
First Capital Securities Co., Ltd.	1, 202, 185	0.23	1, 202, 185	Unknown		Domestic
– Guosen Securities – Gongying						non-state-owned
Dayan Quantified Private Placement						legal person
Assembled Asset Management Plan （第一創業證券－國信證券－共盈大岩
量化定增集合資產管理計劃）
Agricultural Bank of China Limited	1, 201, 800	0.23	0	Unknown		Domestic
– Fullgoal CSI State-owned Enterprises						non-state-owned
Reform Index Classified Fund Ji Wanchao (姬萬超)	1, 019, 350	0.19	0	Unknown		legal person Domestic natural
Liu Bibo (劉碧波)	1, 000, 000	0.19	0	Unknown		person Domestic natural
						person
Caitong Fund – ICBC – Qiaogeli Blue Chip	981, 065	0.19	981, 065	Unknown		Unknown
Selection No. 2 Assets Management Plan （財通基金－工商銀行－喬格理藍籌精
選2號資產管理計畫）
Caitong Fund – Ping An Bank	735, 799	0.14	735, 799	Unknown		Domestic
– Shanghai Goldstate Brilliance						non-state-owned
Asset Management Co., Ltd. （財通基金－平安銀行－上海金元百利						legal person
資產管理有限公司）
Rongtong Capital – CGB	620, 252	0.12	0	Unknown		Unknown
– Rongtong Capital Golden Flower
No. 1 Assets Management Plan （融通資本財富－廣發銀行－融通資本
金葵花1號資產管理計畫）

– 4 –

Particulars of the top 10 shareholders not subject to trading Moratorium

	Number of circulating
	shares not subject to
	trading moratorium
	as at the end of the
Name of shareholders (full name)	reporting period	Class and number of shares
		Class	Number
HKSCC Nominees Limited	248,354,699	Domestic listed	248,354,699
		foreign shares
China Luoyang Float Glass (Group) Company	159,018,242	Ordinary shares	159,018,242
Limited		denominated in RMB
Agricultural Bank of China Limited – Fullgoal	1,201,800	Ordinary shares	1,201,800
CSI State-owned Enterprises Reform Index		denominated in RMB
Classified Fund
Ji Wanchao (姬萬超)	1,019,350	Ordinary shares	1,019,350
		denominated in RMB
Liu Bibo (劉碧波)	1,000,000	Ordinary shares	1,000,000
		denominated in RMB
Rongtong Capital – CGB – Rongtong Capital	620,252	Ordinary shares	620,252
Golden Flower No. 1 Assets Management Plan		denominated in RMB
（融通資本財富－廣發銀行－融通資本金
葵花1號資產管理計畫）
CHUK YEE MEN LIZA	374,000	Overseas listed	374,000
		foreign shares
Jin Ruiming (金瑞明)	315,394	Ordinary shares	315,394
		denominated in RMB
WONG SING TO	300,000	Overseas listed	300,000
		foreign shares
HKSCC Nominees Limited	245,397	Ordinary shares	245,397
		denominated in RMB

Explanation on connected relationship or action acting in concert among the aforesaid shareholders

Explanations on preference shareholders with voting rights restored and the number of shares held

There are no connected parties or persons acting in concert as defined by Regulations for Disclosure of Changes in Shareholding of Listed Companies (《上市公司股東持股變動信息披露管理辦法》) issued by CSRC among the top ten shareholders of the Company, including China Luoyang Float Glass (Group) Company Limited and other shareholders of circulating shares. The Company is not aware of any parties acting in concert or any connected relationship among other shareholders of circulating shares. Shares were held by HKSCC Nominees Limited, representing its various customers.

None

Note: As at the end of the reporting period, among the top ten shareholders not subject to trading Moratorium, , HKSCC Nominees Limited had a total number of shares of 248,600,096 including 248,354,699 H shares which accounted for 99.34% of total H-share capital of the Company, and 245,397 A shares, accounting for 0.09% of total A-share capital.

– 5 –

• 2.3 Total number of holders of preference shares, the top 10 holders of preference shares and the top 10 holders of preference shares not subject to trading moratorium as at the end of the reporting period

Applicable ✓ Not Applicable

III. SIGNIFICANT EVENTS

• 3.1 Details and reasons for material changes in the major financial statement items and financial indicators of the Company

Unit:yuan Currency: RMB

	Amount at	Amount at
	the end of	the beginning
Item	the period	of the period	Changes	Explanation
			(%)
Accounts payable	95,581,904.48	71,678,942.58	33.35	The increase in the
				accounts payable was
				due to the extension of
				account period to certain
				customers during the
				reporting period
Prepayments	1,507,738.84	4,329,899.13	-65.18	Settlement of certain
				material accounts prepaid
				last year in the reporting
				period
Payments received	14,494,877.92	20,132,927.79	-28.00	Settlement of certain
in advance				payments received in
				advance last year in the
				reporting period
Payroll payable	19,591,357.02	26,291,242.89	-25.48	Payment of outstanding
				payroll for previous
				periods in the reporting
				period
Tax payable	7,675,525.22	14,961,097.35	-48.70	Decrease in value-added
				tax payable in the
				reporting period
Other accounts	41,920,050.25	166,587,026.05	-74.84	Payment of consideration
payable				payable to CLFG for
				the asset restructuring
				last year in the reporting
				period

– 6 –

	Amount from
	the beginning
	of the year	Amount for
	to the end of	the same
	the reporting	period
Item	period	last year	Changes	Explanation
			(%)
Operating revenue	69,231,357.10	154,221,286.83	-55.11	Exclusion of operating
				revenue from common
				glass and silica sand
				segments which was
				exchanged out last year
				in the reporting period
Operating costs	54,063,383.87	146,009,307.11	-62.97	Exclusion of operating
				costs from common glass
				and silica sand segments
				which was exchanged out
				last year in the reporting
				period
Business taxes and	75,860.04	1,081,040.12	-92.98	The year-on-year decrease
surcharges				in revenue in the
				Reporting Period which
				resulted in decrease
				in relevant taxes
				accordingly
Selling expenses	1,767,109.88	7,153,966.60	-75.30	Narrowed consolidation
				scope due to exchange-
				out of assets in the
				reporting period
Administration	12,737,849.51	25,653,584.28	-50.35	Narrowed consolidation
expenses				scope due to exchange-
				out of assets in the
				reporting period
Non-operating	3,167,743.22	511,979.02	518.73	Increase in government
income				subsidy in the reporting
				period
Income tax	2,776,760.09	1,633,043.85	70.04	Increase in the profit
expenses				of subsidiaries in the
				reporting period
Net cash flows	-59,887,499.84	-71,064,912.37	N/A	Decrease in current
from operating				accounts paid in the
activities				reporting period
Net cash flow	-90,811,969.51	-10,217,485.16	N/A	Payment of consideration
from investment				payable to CLFG for
activities				the asset restructuring
				last year in the reporting
				period
Net cash flow	145,972,356.83	53,420,215.74	173.25	Receipt of proceeds from
from financing				issuance of shares in the
activities				reporting period

– 7 –

3.2 Analysis and explanation of progress and impact of significant events and their solutions

On 2 February 2016, the Company completed significant asset swap and corresponding fundraising, as well as the non-public issuance of A shares of 11,748,633 shares to First Capital Securities Co., Ltd. and Caitong Fund Management Co., Ltd.. Upon completion of the issuance, the total share capital of the Company amounted to 526,766,875 shares. For details please refer to the relevant announcements published on the website of the Shanghai Stock Exchange at www.sse.com.cn and the Hong Kong Stock Exchange at www.hkexnews.hk on 3 February 2016.

• 3.3 Performance of undertakings of the Company and shareholders holding 5% or more of the Company’s shares

(I) Commitments on significant asset restructuring

1. Commitment on limiting horizontal competition:

On 31 December 2014, China Luoyang Float Glass (Group) Company Limited (“CLFG”) and China National Building Materials Group Corporation (“CNBMG”) committed not to directly participate in any business same as or similar to main business of the Company or any subsidiary after the completion of asset restructuring, and that they would cause enterprises that are directly or indirectly controlled by them not to directly or indirectly participate in any business or activity that competes with or may compete with main business of the Company or its wholly-owned or directly/indirectly controlled subsidiary in the commercial field. In case that CLFG and CNBMG or their directly or indirectly controlled enterprises participate in or have the opportunity to participate in any business that competes with or may compete with main business of the Company or any of its subsidiaries, CLFG and CNBMG shall abandon or cause their directly or indirectly controlled enterprises to abandon the business or opportunity of business that may be competitive, or facilitate to offer the business or opportunity of business to the Company or its wholly-owned or controlled subsidiary on fair and reasonable terms, or transfer the business or opportunity of business to any other assisting parties that are not connected.

The aforesaid commitments have been honored as of the end of the reporting period.

– 8 –

1. Commitment on limiting connected transaction:

On 31 December 2014, CLFG and CNBMG committed to avoid or minimize connected transactions concluded between them and any other enterprises under their actual control or material influence and the Company following this transaction. Any inevitable connected business or transaction should be concluded on the transaction principles of openness, fairness and equity and at fair and reasonable market prices. In addition, the decision-making procedure for connected transaction should be in accordance with relevant laws, regulations, regulatory documents and Articles of Associations of the listed company, and the obligation for information disclosure should be fulfilled as required. CLFG and CNBMG committed not to transfer their own interests in the Company through connected transactions, nor to cause damage to legal rights of the listed company and other shareholders via influencing business-making processes of their own companies.

The aforesaid commitments have been honored as of the end of the reporting period.

1. Commitment on restricted share transfer:

On 31 December 2014, CLFG committed not to transfer the shares obtained through this restructuring within 36 months after the issuance.

On 2 November 2015, CLFG committed not to transfer the shares of Luoyang Glass held by it before this transaction in 12 month after this transaction was concluded. Where the shares increase as the result of bonus issue or conversion to share capital, the increased shares of Luoyang Glass would also be locked up for a 12-month period mentioned above. However, the transfer of the shares of Luoyang Glass held by CLFG between different entities under actual control of the same controller would not be subject to the limitation of 12-month period, provided that CLFG should cause the transferee to abide by aforesaid commitment on locking-up.

The aforesaid commitments have been honored as of the end of the reporting period.

– 9 –

4. Commitment on patent right:

On 2 November 2015, Bengbu Glass Industry Design Institute (“Bengbu Institute”) and China Triumph International Engineering Co., Ltd (“CTIEC”) made the following commitments regarding 16 patent rights jointly owned by themselves and Bengbu Company: 1) being joint owners of aforesaid 16 patent rights, Bengbu Institute and CTIEC would not use these patent rights in any form within the valid period of the patent rights. Without the approval of Bengbu Company, Bengbu Institute and CTIEC would have no right to transfer or dispose the aforesaid 16 patent rights to any other assisting parties, or permit any other assisting parties to use these patent rights. 2) Bengbu Company had the right to independently exercise the jointly owned rights, and all incomes incurred therefrom should be independently owned by Bengbu Company. 3) In case that Bengbu Institute and CTIEC violated aforesaid commitments, they should undertake corresponding legal responsibilities and make compensation to the party with damaged legal rights.

The aforesaid commitments have been honored as of the end of the reporting period.

1. Commitment on profit forecast and compensation:

On 2 November 2015, CLFG committed to make compensation to the Company in case that actual net profit is less than expected net profit in Asset Appraisal Report during 2015–2017. The period of commitment was 3 years.

The aforesaid commitments have been honored as of the end of the reporting period.

– 10 –

(II) Other commitments

1. During transfer of relevant equity interests, CNBMG undertook on 11 September 2007 that: CNBMG (including its controlled enterprises by now) would not directly or indirectly involve in any businesses which constitute competition with the Company. In the event that the business opportunities obtained would compete with the operations of the Company, it would notify the Company of such business opportunities. Save as a financial investor, CNBMG would not invest in any businesses which may constitute competition with the operations of the Company, and would take measures to prevent the possibility of substantial competition when continuing to acquire other businesses which have horizontal competition with the Company directly or indirectly under appropriate conditions. In case of violation of the above undertakings, CNBMG would fully indemnify the Company for any loss so caused.

As at the end of the reporting period, CNBMG honored its undertaking.

1. CNBMG undertook on 11 September 2007 when conducting allocation of relevant equity that: CNBM (including the controlled enterprises at present) will not directly or indirectly engage in any business in competition with the company; where there is any business opportunity to engage in or get into businesses probably in competition with the businesses that the company engages in, will notify the company of the above mentioned opportunity; except as a financial investor, will not invest in any business probably in competition with the businesses that the company engages in; in the process of continuing acquiring other businesses directly or indirectly in horizontal competition with the company at the right time as it may consider, will take measures to prevent substantial competition; in the event that the listed company suffers a loss due to its breach of aforesaid undertakings, will make adequate compensation to the company.

As at the end of the reporting period, CNBMG honored its undertaking.

– 11 –

1. During transfer of relevant equity interests, Kaisheng Technology Group Company (“Kaisheng Technology”), the indirect controlling shareholder of the Company, undertook on 9 December 2010 that: Kaisheng Technology and its controlled enterprises will not directly or indirectly involve in any businesses or activities in competition with the principal operations of the Company, by any means (including but not limited to the independent business, joint venture or having shares or interest in another company or enterprise). In the event that the business opportunities obtained by Kaisheng Technology or its controlled enterprises will compete with the principal operations of the Company, it will notify the Company of those matters as soon as possible and pass such business opportunities to the Company to ensure that there is no prejudice to the interests of the shareholders of the Company as a whole.

As at the end of the reporting period, Kaisheng Technology honored its undertaking.

• 3.4 The warning of projection on cumulative net profit for the period from the beginning of the year to the end of the next reporting period to be at a loss or expected to have material changes as compared to the corresponding period of prior year and its explanation

Applicable ✓ Not applicable

Company name Luoyang Glass Company Limited Legal Representative Zhang Chong Date 29 August 2016

– 12 –

IV. APPENDIX

4.1 Financial Statement

Consolidated Balance Sheet 31 March 2016

Prepared by: Luoyang Glass Company Limited

Unit: yuan Currency: RMB Type of audit: unaudited

Item Current assets: Bank balance and cash Notes receivable Accounts receivable Prepayments Other receivables Inventory Other current assets Total current assets Non-current assets: Long-term receivables Fixed assets Construction in progress Intangible assets Long-term deferred expenses Deferred income tax assets Total non-current assets Total assets	Balance as at the end of the period 97,615,714.45 21,217,883.24 95,581,904.48 1,507,738.84 30,347,359.75 235,416,634.22 58,630,296.51 540,317,531.49 52,526,929.37 677,699,370.98 10,111,687.03 64,008,218.30 4,866,668.76 3,548,702.22 812,761,576.66 1,353,079,108.15	Balance as at the beginning of the year 102,342,860.91 25,230,005.90 71,678,942.58 4,329,899.13 28,928,810.44 195,863,112.95 58,978,537.93 487,352,169.84 51,727,535.57 691,522,403.10 9,828,822.54 64,517,450.10 4,995,326.04 4,091,374.33 826,682,911.68 1,314,035,081.52

– 13 –

		Balance as at	Balance as at
		the end of	the beginning of
Item		the period	the year
Current liabilities:
Short-term loans		57,930,000.00	67,930,000.00
Notes payable		115,000,000.00	110,200,000.00
Accounts payable		76,903,457.67	80,295,143.32
Payments received in advance		14,494,877.92	20,132,927.79
Staff remuneration payables		19,591,357.02	26,291,242.89
Taxes payable		7,675,525.22	14,961,097.35
Other payables		41,920,050.25	166,587,026.05
Non-current liabilities due within one year		81,097,651.66	81,097,651.66
Total current liabilities		414,612,919.74	567,495,089.06
Non-current liabilities:
Long-term loans		439,103,203.57	459,170,134.47
Deferred income		10,955,952.85	9,024,861.99
Total non-current liabilities		450,059,156.42	468,194,996.46
Total liabilities		864,672,076.16	1,035,690,085.52
Owners’ equity
Share capital		526,766,875.00	515,018,242.00
Capital reserve		1,449,321,666.62	1,251,445,315.32
Surplus reserve		51,365,509.04	51,365,509.04
Retained earnings	-1,539,047,018.67		-1,539,484,070.36
Total equity attributable to the equity
holders of the Company		488,407,031.99	278,344,996.00
Total owners’ equity		488,407,031.99	278,344,996.00
Total liabilities and owners’	equities	1,353,079,108.15	1,314,035,081.52
		Person in charge of accounting
Legal representative: Chief accountant:		department:
Zhang Chong	Sun Lei	Chen Jing

– 14 –

Balance Sheet of the Company 31 March 2016

Prepared by: Luoyang Glass Company Limited

Unit: yuan Currency: RMB Type of audit: unaudited

Item Current assets: Bank balance and cash Notes receivable Accounts receivable Prepayments Other receivables Total current assets Non-current assets: Long-term receivables Long-term equity investments Fixed assets Intangible assets Long-term deferred expenses Total non-current assets Total assets	Balance as at the end of the period 60,475,387.78 10,155,000.00 223,289,531.84 1,218,222.62 87,552,996.09 382,691,138.33 52,526,929.37 748,986,593.99 3,182,400.02 6,951,446.22 351,000.00 811,998,369.60 1,194,689,507.93	Balance as at the beginning of the year 60,422,236.77 12,298,525.67 209,998,506.36 204,646.95 92,782,775.21 375,706,690.96 51,727,535.57 748,986,593.99 3,274,034.44 7,043,817.21 378,000.00 811,409,981.21 1,187,116,672.17

– 15 –

		Balance as at		Balance as at
		the end of		the beginning
Item		the period		of the year
Current liabilities:
Notes payable		115,000,000.00		112,100,000.00
Accounts payable		49,254,478.89		52,825,849.20
Payments received in advance		14,788,323.53		19,236,279.29
Staff remuneration payables		8,500,661.80		8,574,407.48
Taxes payable		220,716.89		1,170,093.28
Other payables		135,096,361.75		319,420,971.97
Non-current liabilities due
within one year		43,393,347.08		43,393,347.08
Total current liabilities		366,253,889.94		556,720,948.30
Non-current liabilities:
Long-term loans		376,467,635.31		387,331,110.45
Total non-current liabilities		376,467,635.31		387,331,110.45
Total liabilities		742,721,525.25		944,052,058.75
Owners’ equity
Share capital		526,766,875.00		515,018,242.00
Capital reserve		1,227,992,180.14		1,030,115,828.84
Surplus reserve		51,365,509.04		51,365,509.04
Retained earnings	-1,354,156,581.50		-1,353,434,966.46
Total owners’ equity		451,967,982.68		243,064,613.42
Total liabilities and owners’	equities	1,194,689,507.93		1,187,116,672.17
		Person in charge of
Legal representative:	Chief accountant: accounting department:
Zhang Chong	Sun Lei		Chen Jing

– 16 –

Consolidated Income Statement January–March 2016

Prepared by: Luoyang Glass Company Limited

Unit: yuan Currency: RMB Type of audit: unaudited

					Corresponding
				Reporting period	period last year
Item				(January–March)	(January–March)
I.	Total	operating revenue		69,231,357.10	154,221,286.83
	Including:		Operating revenue	69,231,357.10	154,221,286.83
II.	Total	operating costs		69,161,485.97	180,361,774.30
	Including:		Operating costs	54,063,383.87	146,009,307.11
			Business taxes and surcharges	75,860.04	1,081,040.12
			Selling expenses	1,767,109.88	7,153,966.60
			Administration expenses	12,737,849.51	25,653,584.28
			Finance expenses	518,182.67	468,335.89
			Impairment loss on assets	-900.00	-4,459.70
	Add:		Gain from changes
			in fair value (losses are
			represented by “-”)
			Investment income (losses
			are represented by “-”)
	Among which: investment income
			from associates and
			joint ventures
			Gain from foreign currencies
			exchange (losses are
			represented by “-”)
III.	Operating profit
	(loss is represented by “-”)			69,871.13	-26,140,487.47
	Add:	Non-operating income		3,167,743.22	511,979.02
		Including: Gain from disposal
			of non-current assets	95.03
	Less:	Non-operating expenses		23,802.57	713,663.66
		Including: Loss from disposal of
			non-current assets
IV.	Total	profit (total loss is represented by “-”)		3,213,811.78	-26,342,172.11
	Less:	Income tax expenses		2,776,760.09	1,633,043.85

– 17 –

				Corresponding
		Reporting period		period last year
Item		(January–March)		(January–March)
V.	Net profit (net loss is represented by “-”)		437,051.69	-27,975,215.96
	Net profit attributable to the owners of
	the Parent Company		437,051.69	-25,345,398.93
	Minority interests			-2,629,817.03
VI.	Net other comprehensive income after taxes
VII.	Total comprehensive income		437,051.69	-27,975,215.96
	Total comprehensive income attributable
	to owners of the Parent Company		437,051.69	-25,345,398.93
	Total comprehensive income attributable
	to minority interests			-2,629,817.03
VIII.	Earnings per share:
	(I) Basic earnings per share_(RMB/share)_		0.0008	-0.0492
	(II) Diluted earnings per share_(RMB/share)_		0.0008	-0.0492
			Person in charge of
Legal representative: Chief accountant:			accounting department:
	Zhang Chong Sun Lei			Chen Jing

– 18 –

Income Statement of the Company January–March 2016

Prepared by: Luoyang Glass Company Limited

Unit: yuan Currency: RMB Type of audit: unaudited

				Corresponding
		Reporting period		period last year
Item		(January–March)		(January–March)
I. Operating revenue		40,972,591.34		73,247,688.07
Less:	Operating costs	40,296,862.59		72,095,470.74
	Business taxes and surcharges		4,669.85	173,974.13
	Selling expenses		194,388.94	483,255.77
	Administration expenses		4,210,703.89	5,275,743.05
	Finance expenses		-295,435.63	-1,285,021.11
Add:	Gain from changes in fair value
	(losses are represented
	by “-”)
	Investment income (losses are
	represented by “-”)		2,751,612.50	4,384,048.44
Among which: investment income from
	associates and joint ventures
II. Operating profit (loss is represented		by “-”)	-686,985.80	888,313.93
Add:	Non-operating income		15,836.27	30,660.38
	Including: Gain from disposal of
	non-current assets		95.03
Less:	Non-operating expenses			16,344.19
	Including: Loss from disposal of
	non-current assets
III. Total	profit (total loss is represented	by “-”)	-671,149.53	902,630.12
Less:	Income tax expenses		50,465.51
IV. Net profit (net loss is represented by		“-”)	-721,615.04	902,630.12
V. Net other comprehensive income after taxes
VI. Total	comprehensive income		-721,615.04	902,630.12
			Person in charge of
Legal	representative: Chief accountant:		accounting department:
Zhang Chong		Sun Lei		Chen Jing

– 19 –

Consolidated Cash Flow Statement January–March 2016

Prepared by: Luoyang Glass Company Limited

Unit: yuan Currency: RMB Type of audit: unaudited

Item Reporting period (January–March) I. Cash flows from operating activities: Cash received from sale of goods or rendering of services 21,000,378.66 Other cash received from activities related to operation 3,945,717.06 Sub-total of cash inflow from operating activities 24,946,095.72 Cash paid for goods purchased and services rendered 39,575,715.63 Cash paid to and on behalf of employees 22,227,740.76 Tax payments 10,537,715.26 Other cash paid for activities related to operation 12,492,423.91 Sub-total of cash outflow from operating activities 84,833,595.56 Net cash flow from operating activities -59,887,499.84 II. Cash flow from investment activities: Cash paid for purchase and construction of fixed assets, intangible assets and other long-term assets 82,254.20 Cash paid for investment 90,729,715.31 Sub-total of cash outflow from investment activities 90,811,969.51 Net cash flow from investment activities -90,811,969.51

Corresponding period last year (January–March) 81,543,347.81 3,447,140.30 84,990,488.11 99,090,762.18 18,931,923.46 10,299,856.91 27,732,857.93 156,055,400.48 -71,064,912.37 10,217,485.16 10,217,485.16 -10,217,485.16

– 20 –

		Corresponding
Reporting		period period last year
Item (January–March) (January–March)
III. Cash flow from financing activities:
Cash received from investments	209,624,984.30
Including: cash received by
subsidiaries from minority
shareholders’ investment
Proceeds from loans		20,000,000.00
Other cash received from
financing-related activities		171,537,671.37
Sub-total of cash inflow from
financing activities	209,624,984.30 191,537,671.37
Cash paid for repayment of loans	30,116,909.31 10,978,095.35
Cash paid for dividends, profit,
or interest payments	2,335,718.16 440,962.50
Including: dividend and profit paid
by subsidiaries to
minority shareholders
Other cash paid for financing-related
activities	31,200,000.00 126,698,397.78
Sub-total of cash outflow from
financing activities	63,652,627.47 138,117,455.63
Net cash flow from financing activities	145,972,356.83 53,420,215.74
IV. Effects of changes in exchange rate
on cash and cash equivalents		-33.94 455.48
V. Net increase in cash and
cash equivalents	-4,727,146.46 -27,861,726.31
Add: Opening balance of cash
and cash equivalents	42,342,860.91 47,706,558.64
VI. Closing balance of cash
and cash equivalents	37,615,714.45 19,844,832.33
		Person in charge of
Legal representative: Chief accountant:		accounting department:
Zhang Chong Sun Lei		Chen Jing

– 21 –

Cash Flow Statement of the Company January–March 2016

Prepared by: Luoyang Glass Company Limited

Unit: yuan Currency: RMB Type of audit: unaudited

Item Reporting period (January–March) I. Cash flows from operating activities: Cash received from sale of goods or rendering of services 15,474,060.53 Other cash received from activities related to operation 96,868,896.30 Sub-total of cash inflow from operating activities 112,342,956.83 Cash paid for goods purchased and services rendered 18,052,824.96 Cash paid to and on behalf of employees 5,641,297.59 Tax payments 340,374.49 Other cash paid for activities related to operation 149,020,043.75 Sub-total of cash outflow from operating activities 173,054,540.79 Net cash flow from operating activities -60,711,583.96 II. Cash flow from investment activities: Cash paid for investment 90,729,715.31 Sub-total of cash outflow from investment activities 90,729,715.31 Net cash flow from investment activities -90,729,715.31

Corresponding period last year (January–March) 142,063,852.71 45,462,626.59 187,526,479.30 3,672,755.00 1,497,574.82 928,683.55 47,392,237.03 53,491,250.40 134,035,228.90

– 22 –

				Corresponding
		Reporting period period last year
Item		(January–March) (January–March)
III.	Cash flow from financing activities:
	Cash received from equity investments		209,624,984.30
	Sub-total of cash inflow from
	financing activities		209,624,984.30
	Cash paid for repayment of loans		10,913,453.55 10,258,095.35
	Cash paid for dividends, profit,	or
	interest payments			17,046.53 135,000.00
	Other cash paid for financing-related
	activities		47,200,000.00 123,698,397.78
	Sub-total of cash outflow from
	financing activities		58,130,500.08 134,091,493.13
	Net cash flow from financing
	activities		151,494,484.22 -134,091,493.13
IV.	Effects of changes in exchange rate
	on cash and cash equivalents			-33.94 455.48
V.	Net increase in cash and cash
	equivalents			53,151.01 -55,808.75
	Add: Op ening balance of cash	and
	cash equivalents			422,236.77 193,116.50
VI.	Closing balance of cash and cash
	equivalents			475,387.78 137,307.75
				Person in charge of
Legal representative: Chief accountant:				accounting department:
	Zhang Chong	Sun Lei		Chen Jing

– 23 –

4.2 Audit Report

Applicable

✓ Not Applicable

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

Luoyang, the PRC 29 August 2016

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; three non-executive Directors: Mr. Zhang Chengong, Mr. Xie Jun and Mr. Tang Liwei; and four independent non-executive Directors: Mr. Jin Zhanping, Mr. Liu Tianni, Mr. Ye Shuhua and Mr. He Baofeng.

• For identification purposes only

– 24 –