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RoboSense Technology Co., Ltd M&A Activity 2018

Jan 25, 2018

50628_rns_2018-01-25_25213ea9-8d86-4822-a2a0-82c5dec49c88.pdf

M&A Activity

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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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VETTING BY THE MERGER AND REORGANISATION COMMITTEE OF THE CSRC; SUSPENSION OF TRADING IN A SHARES; RESUMPTION OF TRADING IN H SHARES; AND CLARIFICATION ANNOUNCEMENT

The board (the “ Board ”) of directors (the “ Directors ”) of Luoyang Glass Company Limited (the “ Company* ”) and all of its Directors warrant that there are no false information, misleading statements or material omissions in this announcement, and accept joint and several responsibilities for the truthfulness, accuracy and completeness of its contents.

This announcement is made pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “ SFO ”).

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References are made to the circular of the Company dated 11 October 2017 in relation to, among other things, its (a) very substantial acquisitions and connected transactions; (b) the proposed A share placing; and (c) application for whitewash waiver (the “ Circular ”) and the announcement of the Company dated 25 January 2018 in relation to the trading halt. Unless otherwise specified, capitalised terms used herein shall have the same meaning as those defined in the Circular.

On 24 January 2018, the Company was notified by the CSRC that the Listed Companies Merger and Reorganisation Vetting Committee (the “ Merger and Reorganisation Committee ”) of the CSRC will soon convene a working meeting to review and vet the Reorganisation of the Company (i.e. the transactions contemplated under the Proposed Acquisitions Agreements and the Proposed A Share Placing).

Pursuant to the “Administrative Measures on Significant Assets Restructuring of Listed Companies ( 上市公司重大資產重組管理辦法 )” of the PRC and other relevant regulations, the trading in the A Shares of the Company was suspended from the market opening on 25 January 2018. The trading in A Shares of the Company shall continue to suspend and will resume upon the receipt by the Company of the vetting results from the Merger and Reorganisation Committee. The Company will make further announcement(s) as and when appropriate in accordance with the requirements of the Listing Rules.

The Company will pay close attention to the vetting results from the Merger and Reorganisation Committee, and fulfill the information disclosure obligations in a timely manner.

Completion of the Proposed Acquisitions, the issue of the Consideration Shares and the Proposed A Share Placing is subject to the satisfaction of the Proposed Acquisitions Conditions Precedent and therefore, may or may not proceed. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the Shares.

Having made such enquiry with respect to the Company as is reasonable in the circumstances, the Board confirms that save as disclosed herein, it is not aware of any inside information that needs to be disclosed under Part XIVA of the SFO.

At the request of the Company, trading in H Shares of the Company on the Stock Exchange was halted with effect from 9:00 a.m. on 25 January 2018 pending release by the Company of this announcement. Application has been made by the Company to the Stock Exchange for resumption of trading in H Shares of the Company with effect from 9:00 a.m. on 26 January 2018.

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CLARIFICATION ANNOUNCEMENT

Reference is made to the overseas regulatory announcement of the Company published at 9:22 a.m. on 25 January 2018 in respect of 《洛陽玻璃股份有限公司關於緊急 停牌的提示性公告》(the “ ORA ”).

The Company wishes to clarify that due to miscommunication about the publication time of announcements on the Stock Exchange and the SSE respectively, the ORA was mistakenly published and shall be superseded by the overseas regulatory announcement of the Company dated 25 January 2018 in respect of 《洛陽玻璃股份有限公司關 於中國證監會併購重組委審核公司重大資產重組事項的停牌公告》.

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

Luoyang, the PRC 25 January 2018

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

  • For identification purposes only

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