RoboSense Technology Co., Ltd — Regulatory Filings 2016

Dec 7, 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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ANNOUNCEMENT IN RESPECT OF CONTINUATION OF SUSPENSION OF TRADING IN A SHARES IN RELATION TO SIGNIFICANT ASSETS RESTRUCTURING

This announcement is made by Luoyang Glass Company Limited* (the “ Company ”) pursuant to Part XIVA of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and Rule 13.09(2)(a) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

References are made to the announcements of the Company dated 7 September 2016, 14 September 2016, 23 September 2016, 30 September 2016, 20 October 2016 and 7 November 2016 respectively in respect of the significant assets restructuring of the Company (the “ Significant Assets Restructuring ”).

As the Company was contemplating a significant event (the “ Event ”), the trading in A shares of the Company has been suspended since 8 September 2016. After discussion and negotiations between the Company and the relevant parties during the period of suspension of trading in A shares of the Company, it has been confirmed that the Event constitutes the Significant Assets Restructuring of the Company. The trading in A shares of the Company was suspended for one month since 10 October 2016 and continued to be suspended since 8 November 2016 for one month.

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On 20 October 2016, the Company convened the twelfth meeting of the eighth session of the board (the “ Board ”) of directors (the “ Directors ”) of the Company, and considered and approved the resolution in relation to the continuation of suspension of trading in A shares of the Company for the Significant Assets Restructuring. The Company also convened the second extraordinary general meeting 2016 on 6 December 2016, where the resolution in relation to the continuation of suspension of trading in A shares of the Company for the Significant Assets Restructuring was considered and approved. Upon the Company’s application to the Shanghai Stock Exchange (the “ Shanghai Stock Exchange ”), the Shanghai Stock Exchange has agreed the trading in A shares of the Company to continue to be suspended for not more than two months from 8 December 2016.

The specific details of the Significant Assets Restructuring are hereby set out as follows:

I. STATUS OF THE FRAMEWORK AGREEMENTS FOR THE SIGNIFICANT ASSETS RESTRUCTURING

1. The status of the signing of the Framework Agreements for the Significant Assets Restructuring

The target assets are the 100% equity interest in CNBM (Hefei) New Energy Company Limited* (中建材（合肥）新能源有限公司) (“ Hefei New Energy ”), 100% equity interest in CNBM (Tongcheng) New Energy Materials Company Limited* (中國建材桐城新能源材料有限公 司) (“ Tongcheng New Energy ”) and 70.99% equity interest in CNBM (Yixing) New Energy Company Limited* (中建材（宜興）新能源有限公 司) (“ Yixing New Energy ”). On 7 December 2016, the Company entered into three framework agreements (collectively, the “ Three Framework Agreements ”) with each of the relevant shareholders of Hefei New Energy, Tongcheng New Energy and Yixing New Energy. The signing of the Three Framework Agreements has been considered and approved at the 16th meeting of the eighth session of the Board and the independent Directors have also issued their independent opinions.

The specific details of the Three Framework Agreements signed by the Company with each of the all or relevant shareholders of Heifei New Energy, Tongcheng New Energy and Yixing New Energy can be found in the announcement of the Company on even date.

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2. The Significant Assets Restructuring Plan

1. Information of the target assets

The target assets are the 100% equity interest in Hefei New Energy, 100% equity interest in Tongcheng New Energy and 70.99% equity interest in Yixing New Energy.

2. Major counterparties

The counterparties involved in the transactions are China Luoyang Float Glass (Group) Company Limited* (中國洛陽浮法玻璃集團有 限責任公司) (“ CLFG ”), Hefei High-Tech Construction Investment Group Company* (合肥高新建設投資集團公司), Anhui Huaguang Photoelectricity Materials Technology Group Co., Ltd (安徽華光光 電材料科技集團有限公司) (“ Huaguang Group ”), Bengbu Design & Research Institute for Glass Industry (蚌埠玻璃工業設計研究 院) (“ Bengbu Institute ”), China Triumph International Engineering Co., Ltd. ( 中國建材國際工程集團有限公司 ) (“ International Engineering ”), Triumph Technology Group Company (凱盛科技集 團公司) (“ Triumph Group ”), Yixing Environmental Technology Innovation Venture Investment Company Limited* (宜興環保科技創新 創業投資有限公司) and GCL System Integration Technology Co., Ltd. (協鑫集成科技股份有限公司). As the transactions involve connected parties, the transactions will constitute connected transactions of the Company.

3. Transaction type and its impact on the Company

The transaction type is acquisition of assets through issuance of shares, and raising of funds. The transactions will not result in any change of control of the Company and will not constitute as a backdoor listing.

The plan of the Significant Assets Restructuring is only a framework plan preliminarily concluded by the relevant parties, the specific details related to the Significant Assets Restructuring and the transaction plan have not yet been finalized, and hence involves uncertainties.

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II. THE PROGRESS OF THE SIGNIFICANT ASSETS RESTRUCTURING

1. Since the suspension of trading in A shares of the Company, the Company and the relevant parties have been proactively advancing the relevant works of the Significant Assets Restructuring, and the framework agreements have been signed by all the counterparties to the transactions.

2. As at the date hereof, the parties to the transactions are further communicating and discussing on the relevant matters including the type and content of the transactions, and complying with the relevant internal and external approval procedures.

3. The plan of the Significant Assets Restructuring has not yet been preapproved by the State-owned Assets Supervision and Administration Commission of the State Council (the “ SASAC ”) of China.

III. THE REASONS FOR CONTINUATION OF SUSPENSION OF TRADING IN A SHARES OF THE COMPANY

The Significant Assets Restructuring involves many parties and internal and external approval procedures. The counterparties involved such as Triumph Group, CLFG, Huaguang Group, Bengbu Institute and International Engineering are enterprises either directly or indirectly controlled by China National Building Material Group Co., Ltd, a state-owned enterprise. Pursuant to the provisions under the “Notice on the Relevant Issues Concerning the Regulation of Assets Restructuring between a Listed Company and Its State-Owned Shareholder(s) of the SASAC of the State Council (Guo Zi Fa Chan Quan (2009) No. 124) (《國 務院國有資產監督管理委員會關於規範國有股東與上市公司進行資產重組有 關事項的通知》（國資發產權[2009]124號）)”, the plan of the Significant Assets Restructuring is required to be pre-approved by the SASAC of the State Council. As at the date hereof, the plan of the Significant Assets Restructuring has not yet been pre-approved by the SASAC of the State Council. Therefore, the trading in A shares of the Company cannot be resumed as scheduled.

In accordance with the provisions on application requirements as set out in Article 13(1) of the “Business Guide for Suspension and Resumption of Trading for Planning of Material Matters of Listing Companies (《上市公司籌劃重大事 項停復牌業務指引》)” issued by the Shanghai Stock Exchange, the Company has made an application to the Shanghai Stock Exchange for the continuation of suspension of trading in its A shares for not more than two months from 8 December 2016 as expected.

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IV. REVIEW OPINIONS FROM INDEPENDENT FINANCIAL ADVISOR

Morgan Stanley Huaxin Securities Company Limited (“ Morgan Stanley Huaxin Securities ”), the independent financial advisor for the Significant Assets Restructuring, issued the following review opinions in respect of the continuation of suspension of trading in A shares of the Company in relation to the Significant Assets Restructuring:

After review, it is verified that the work related to the Significant Assets Restructuring is being advanced in a proactive manner. Since the Significant Assets Restructuring involves many counterparties, internal and external consideration and approval procedures, and further, the plan of the Significant Assets Restructuring still needs to be pre-approved by the SASAC of the State Council, therefore the plan of the Significant Assets Restructuring is not available for disclosure within 3 months since the suspension of trading in A shares of the Company. Thus, the Company is required to apply for postponement for the resumption of trading in A shares of the Company. Such postponement of resumption of trading in A shares of the Company is conducive to the Company as it can further refine the work related to the Significant Assets Restructuring and prevent unusual fluctuations in the share price of the A shares in the Company, thereby avoiding any damage to the interests of the Company and its shareholders, especially minority shareholders.

In view of the above, Morgan Stanley Huaxin Securities is of the view that the postponement of resumption of trading in A shares of the Company is reasonable and in compliance with the “Administrative Measures on Significant Assets Restructuring of Listed Companies (《上市公司重大資產重組管理辦 法》) (2016 revision)”, the “Business Guide for Suspension and Resumption of Trading for Planning of Material Matters of Listing Companies (《上市公司 籌劃重大事項停復牌業務指引》)” and other relevant provisions. During the period of continuation of suspension of trading in A shares of the Company, Morgan Stanley Huaxin Securities will procure the Company to timely perform its information disclosure obligation according to the progress of the Significant Assets Restructuring, to comply with relevant provisions and commitments, and to advance the work related to the Significant Assets Restructuring, so as to disclose the plan of the Significant Assets Restructuring as soon as possible before 8 February 2017 after completion of all the work of the Significant Assets Restructuring, and to resume trading in A shares of the Company after relevant information disclosure satisfies the applicable requirements of the Shanghai Stock Exchange.

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V. REVIEW OPINIONS FROM THE INDEPENDENT DIRECTORS

The independent Directors of the Company have issued the following review opinions in respect of the continuation of suspension of trading in A shares of the Company in relation to the Significant Assets Restructuring:

1. During the period of suspension of trading in A shares of the Company in relation to the Significant Assets Restructuring, the Company has timely organized intermediary institutions to conduct due diligence investigation, auditing and evaluation in strict accordance with the relevant provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange, and proactively advanced the relevant specific matters in relation to the Significant Assets Restructuring. The Board is paying full attention on the progress of the relevant matters and is performing its obligation of information disclosure in a timely manner.

2. Pursuant to the provisions under the “Notice on the Relevant Issues Concerning the Regulation of Assets Restructuring between a Listed Company and Its State-Owned Shareholder(s) of the SASAC of the State Council (Guo Zi Fa Chan Quan (2009) No. 124) (《國務院國有資產監督管 理委員會關於規範國有股東與上市公司進行資產重組有關事項的通知》 （國資發產權[2009]124號）)”, prior to the disclosure of a restructuring plan, the plan of the restructuring shall be subject to the pre-approval by the SASAC of the State Council. The application for the continuation of suspension of trading in A shares of the Company to be made by the Company satisfies the application requirements as set out in Article 13(1) of the “Business Guide for Suspension and Resumption of Trading for Planning of Material Matters of Listing Companies (《上市公司籌劃重大事項停復牌 業務指引》)” issued by the Shanghai Stock Exchange.

3. In order to ensure the fairness of information disclosure, protect the interests of investors, and avoid unusual fluctuations in the share price of the Company, the application made by the Company in accordance with the relevant provisions of the Shanghai Stock Exchange for the continuation of suspension from 8 December 2016 for not more than 2 months was approved.

4. In considering the relevant proposals at the meeting of the Board, the connected Directors have abstained from voting according to the regulations. The voting procedure of the meeting of the Board is in line with the provisions of laws, regulations, normative documents and the articles of association of the Company, and the resolutions formed at the meeting of the Board were legal and effective.

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VI. OUTSTANDING WORK AND SPECIFIC TIMETABLE

Outstanding work and preliminary plan are as follows based on the current progress:

1. In December 2016, the preliminary auditing and valuation regarding the Significant Assets Restructuring will be completed; the relevant parties will generally reach consensus on the key issues of the plan of the Significant Assets Restructuring; application documents of the Significant Assets Restructuring required pre-approval by the SASAC of the State Council will be submitted to the SASAC of the State Council; the Significant Assets Restructuring and the relevant disclosure documents will be submitted to the regulatory institutions in Hong Kong for pre-approval.

2. In January 2017, the pre-approval opinion of the SASAC of the State Council will be obtained; the relevant disclosure documents will be considered and approved by the regulatory institutions in Hong Kong; the plan of the Significant Assets Restructuring will be disclosed.

3. As the abovementioned schedule is a preliminary arrangement, the actual time to complete the works may differ from the schedule. The Company shall proactively advance the various works so as to make disclosure of the plan of the Significant Assets Restructuring and resume trading in A shares of the Company as soon as practicable.

VII. EXPECTED TIME OF RESUMPTION OF TRADING IN A SHARES OF THE COMPANY

Upon making an application to the Shanghai Stock Exchange by the Company, the trading in A shares of the Company shall continue to suspend for not more than 2 months from 8 December 2016.

During the suspension of trading in A shares of the Company, the Company shall perform its obligation of information disclosure in a timely manner on the basis of the progress of the Significant Assets Restructuring.

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VIII. THE CONVENING OF THE INVESTOR BRIEFING SESSION

Pursuant to the requirements of the Shanghai Stock Exchange, the Company convened an investor briefing session in respect of the Significant Assets Restructuring by way of online interaction on the “Shanghai Stock Exchange E-interaction” online platform (上證e互動平台) on 2 December 2016. Mr. Ni Zhisen (the general manager of the Company), Mr. Ma Yan (the chief financial officer of the Company), Ms. Wu Zhixin (the secretary to the Board) and the representatives of the independent financial advisor have attended the investor briefing session. The Company interactively communicated with investors in respect of the relevant matters of the Significant Assets Restructuring in progress at the investor briefing session and answered questions which are of investors’ common concerns. For details, please refer to the announcement of the Company dated 2 December 2016 in respect of the details of the investor briefing session convened.

China Securities Journal, Shanghai Securities News, Securities Times, the website of Shanghai Stock Exchange (website: http://www.sse.com.cn), the website of The Stock Exchange of Hong Kong Limited (website: http://www.hkexnews.hk/) and the website of the Company (website: http://www.zhglb.com/) are the designated media for information disclosure by the Company. Related information published by the above designated media shall prevail. Due to uncertainties of the Significant Assets Restructuring, investors are advised to invest cautiously and pay attention to investment risks.

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

Luoyang, the PRC 7 December 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

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