RoboSense Technology Co., Ltd — Regulatory Filings 2014

Apr 17, 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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CONTINUING CONNECTED TRANSACTION

The Board announces that on 17 April 2014, the Company entered into the Purchase Agreement with Dengfeng Longde, pursuant to which the Company has agreed to purchase silica sand from Dengfeng Longde during the term of the agreement.

Dengfeng Longde is owned as to 36.80% by Ms. Fu Fen, the director of Dengfeng CLFG Silicon Company Limited, an indirect non wholly-owned subsidiary of the Company. Pursuant to the Listing Rules, Dengfeng Longde is an associate of Ms. Fu Fen and accordingly, is regarded as a connected person of the Company. The transaction contemplated under the Purchase Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules.

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

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INTRODUCTION

The Board announces that on 17 April 2014, the Company entered into the Purchase Agreement with Dengfeng Longde, pursuant to which the Company has agreed to purchase silica sand from Dengfeng Longde during the term of the agreement.

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

DETAILS OF THE PURCHASE AGREEMENT

Date: 17 April 2014

Parties: (1) The Company, as purchaser; and

• (2) Dengfeng Longde, as seller

Term: From the date of the Purchase Agreement to 31 December 2014

Pursuant to the Purchase Agreement, Dengfeng Longde has agreed to provide silica sand to the Company at a price to be determined with reference to the prevailing market price at the time of particular transaction. The price offered by Dengfeng Longde to the Company will not be higher than that offered to other independent third party(ies) on the same or similar products. The payment shall be made to Dengfeng Longde by bankers’ acceptance or in other methods to be agreed by both parties to the Purchase Agreement, within one month after the delivery of the silica sand to the Company and the completion of the settlement procedures.

The Directors, including the independent non-executive Directors, believe that the price of silica sand is fair and reasonable and in the interests of the Group and the Shareholders as a whole.

ANNUAL CAP

The proposed annual cap for the Purchase Agreement for the Company’s financial year ending 31 December 2014 will not exceed RMB14,200,000, which was agreed in the Purchase Agreement and was determined after taking into account the estimated demand of the Company for the silica sand.

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REASONS FOR ENTERING INTO THE PURCHASE AGREEMENT

The Company is principally engaged in the production and sale of float sheet glass and ultra-thin electronic glass, and silica sand is one of the raw materials for the production of glass. The entering into of the Purchase Agreement enables the Company to meet its normal production need. The terms of the Purchase Agreement were determined after arm’s length negotiations between the parties thereto. The Directors (including the independent non-executive Directors) consider that the Purchase Agreement is on normal commercial terms, fair and reasonable and in the interests of the Group and the Shareholders as a whole.

INFORMATION OF THE COMPANY AND DENGFENG LONGDE

The Company is principally engaged in the production and sale of float sheet glass and ultra-thin electronic glass.

Dengfeng Longde is principally engaged in the production and sale of silica sand.

LISTING RULES IMPLICATIONS

Dengfeng Longde is owned as to 36.80% by Ms. Fu Fen, the director of Dengfeng CLFG Silicon Company Limited, an indirect non wholly-owned subsidiary of the Company. Pursuant to the Listing Rules, Dengfeng Longde is an associate of Ms. Fu Fen and accordingly, is regarded as a connected person of the Company. The transaction contemplated under the Purchase Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules.

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

No Director has abstained from voting in respect of the Purchase Agreement in the Board meeting.

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DEFINITIONS

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

“associate(s)”	has the same meaning as ascribed to it under the Listing Rules
“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
“connected person(s)”	has the same meaning as ascribed to it under the Listing Rules
“Dengfeng Longde”	Dengfeng Longde Silicon Company Limited* (登封龍德硅砂
	有限公司), a company incorporated in the PRC with limited
	liability
“Directors”	the directors of the Company, including the independent non-
	executive directors
“Group”	the Company and its subsidiaries
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“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

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• “Purchase Agreement” a framework agreement dated 17 April 2014 entered into between the Company and Dengfeng Longde, pursuant to which the Company has agreed to purchase silica sand from Dengfeng Longde during the term of the agreement

• “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 “%” per cent

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

Luoyang, the PRC 17 April 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 three independent nonexecutive Directors: Mr. Huang Ping, Mr. Dong Jiachun and Mr. Liu Tianni.

* for identification purposes only

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