RoboSense Technology Co., Ltd — Regulatory Filings 2014

Jul 10, 2014

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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CONNECTED TRANSACTION

The Board is pleased to announce that on 10 July 2014, Longhao Glass entered into the Inventories Sale Agreement with CLFG, pursuant to which CLFG has agreed to sell and Longhao Glass has agreed to purchase the Inventories for a total consideration of RMB12,026,638.27(equivalent to approximately HK$15,273,830.60).

CLFG is the immediate controlling Shareholder of the Company holding 31.80% equity interest in the Company, and therefore is regarded as a connected person of the Company under the Listing Rules. The transaction contemplated under the Inventories Sale Agreement constitutes a connected transaction of the Company pursuant to Chapter 14A of the Listing Rules.

Since the applicable percentage ratios are more than 0.1% but less than 5%, the transaction contemplated under the Inventories Sale Agreement is subject to the reporting and announcement requirements only but is exempt from independent shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules.

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INTRODUCTION

Reference is made to the announcement of the Company dated 17 April 2014 in relation to the continuing connected transaction between CLFG and Longhao Glass (the “ Announcement ”). As mentioned in the Announcement, CLFG has leased to Longhao Glass, the wholly-owned subsidiary of the Company, a 600t/d online Low-E glass production line workshop and equipment (the “ Production Line ”).

Since the Inventories located in the warehouse of the Production Line can be used to meet the normal production needs of Longhao Glass, the Board is pleased to announce that on 10 July 2014, Longhao Glass entered into the Inventories Sale Agreement with CLFG, pursuant to which CLFG has agreed to sell and Longhao Glass has agreed to purchase the Inventories.

Set out below is a summary of the principal terms of the Inventories Sale Agreement:

Details of the Inventories Sale Agreement

Date: 10 July 2014 Parties: (1) CLFG, as vendor; and

(2) Longhao Glass, as purchaser

Consideration: Pursuant to the Inventories Sale Agreement, CLFG has agreed to sell and Longhao Glass has agreed to purchase the Inventories (i.e. tin, raw materials, accessories, spare parts and finished products) for a total consideration of RMB12,026,638.27 (equivalent to approximately HK$15,273,830.60), which was determined after arm’s length negotiations between the parties with reference to the book value, current fair market value and conditions of the Inventories. Details are as follows: (1) tin: the consideration of RMB2,240,680.00 was determined with reference to the current fair market value of tin (RMB139,000.00 per tonne); (2) raw materials: the consideration of RMB2,052,974.23 was determined with reference to their book value; (3) accessories and spare parts: the consideration of RMB302,871.86 was determined with reference to their book value; (4) finished products: the consideration of RMB7,430,112.18 was determined with reference to its current fair market value.

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Payment Term:

• The consideration shall be payable by installments by Longhao Glass from its internal resources through bank transfer or bankers’ acceptance or such other methods as the parties may agree, three months after issuance of the relevant invoices. All the consideration shall be paid before 31 December 2014.

Information of the Inventories

The Inventories include tin, raw materials, accessories, spare parts and finished products. Set out below is a summary of the original acquisition costs and book value of the Inventories:

			Accessories and	Finished
	Tin	Raw materials	spare parts	products
	(Approximately	(Approximately	(Approximately	(Approximately
	RMB’000)	RMB’000)	RMB’000)	RMB’000)
Original acquisition costs by CLFG	2,363.19	2,052.97	302.87	13,640.20
				(tax exclusive)
				(cost of production)
Book value as at 3 June 2014	2,363.19	2,052.97	302.87	N/A

Reasons for Entering into the Inventories Sale Agreement

The Group is principally engaged in the production and sale of float sheet glass and is one of the largest manufacturers and distributors of float glass in the PRC. In order to avoid competition between the Group and CLFG, CLFG has leased the Production Line to Longhao Glass. The entering into of the Inventories Sale Agreement enables Longhao Glass to utilize the Inventories that are already located in the warehouse of the Production Line to meet its normal production needs and thus saving the time and costs to procure them from other suppliers.

The terms of the Inventories Sale Agreement were determined after arm’s length negotiations between the parties thereto. The Directors (including the independent nonexecutive Directors) consider that the Inventories Sale Agreement is on normal commercial terms and in the ordinary and usual course of business of the Group, and its terms are fair and reasonable and in the interests of the Group and its Shareholders as a whole.

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Information and Relationship of the Parties to the Inventories Sale Agreement

Longhao Glass, the wholly-owned subsidiary of the Company, is principally engaged in the manufacturing and sales of float sheet glass with 3 mm to 15 mm size.

CLFG, the immediate controlling Shareholder of the Company, is principally engaged in the production and sale of float glass, imports, exports and the domestic sale of processing technology of glass, design and subcontracting of engineering works, labour export and other businesses.

LISTING RULES IMPLICATIONS

As mentioned above, CLFG is the immediate controlling Shareholder of the Company holding 31.80% equity interest in the Company, and therefore is regarded as a connected person of the Company under the Listing Rules. The transaction contemplated under the Inventories Sale Agreement constitutes a connected transaction of the Company pursuant to Chapter 14A of the Listing Rules.

Since the applicable percentage ratios are more than 0.1% but less than 5%, the transaction contemplated under the Inventories Sale Agreement is subject to the reporting and announcement requirements only but is exempt from independent shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules.

Mr. Ma Liyun and Mr. Xie Jun, the executive Directors of the Company, and Mr. Zhang Chengong, Mr. Guo Yimin and Mr. Zhang Chong, the non-executive Directors of the Company, have abstained from voting in respect of the Inventories Sale Agreement in the Board meeting due to the fact that they are senior management of CLFG or the controlled entities of its controlling shareholder(s) and are therefore not regarded as independent to make any recommendation to the Board.

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DEFINITIONS

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

“Board”	the board of Directors
“CLFG”	中國洛陽浮法玻璃集團有限責任公司(China Luoyang Float
	Glass (Group) Company Limited*), a company incorporated in
	the PRC with limited liability and the immediate controlling
	Shareholder of the Company holding 31.80% equity interest in
	the Company
“Company”	洛陽玻璃股份有限公司(Luoyang Glass Company Limited*),
	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
“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
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Inventories”	include tin, raw materials, accessories, spare parts and finished
	products

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“Inventories Sale	the inventories sale agreement dated 10 July 2014 entered into
Agreement”	between Longhao Glass and CLFG, pursuant to which CLFG
	has agreed to sell and Longhao Glass has agreed to purchase the
	Inventories
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Longhao Glass”	洛玻集團洛陽龍昊玻璃有限公司(CLFG Luoyang Longhao
	Glass Company Limited*), a company with limited liability
	incorporated in the PRC, and the wholly-owned subsidiary of the
	Company
“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 which, for the purpose of
	this announcement, excludes 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
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“subsidiary(ies)”	has the same meaning as ascribed to it under the Listing Rules
“t/d”	tonnes per day
“%”	per cent.

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For the purpose of this announcement, the following exchange rate is used: RMB1.00 = HK$1.27.

By order of the Board of Luoyang Glass Company Limited Ma Liyun* Chairman

Luoyang, the PRC 10 July 2014

As at the date of this announcement, the Board comprises four executive Directors: Mr. Ma Liyun, Mr. Ni Zhisen, Ms. Sun Lei and Mr. Xie Jun; three non-executive Directors: Mr. Zhang Chengong, Mr. Guo Yimin and Mr. Zhang Chong; and four independent non-executive Directors: Mr. Huang Ping, Mr. Dong Jiachun, Mr. Liu Tianni and Mr. Jin Zhanping.

• for identification purposes only

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