RoboSense Technology Co., Ltd — Regulatory Filings 2016

Dec 1, 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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CONNECTED TRANSACTIONS

On 1 December 2016, CNBM Guangdian Company and Bengbu Company (a wholly-owned subsidiary of the Company) entered into the New Bengbu Technology Services Agreement, pursuant to which Bengbu Company shall provide technical services in respect of the production line of CNBM Guangdian Company for manufacturing high-aluminum cover plate glass used for touch screens.

On the same date, Bengbu Institute and Bengbu Company also entered into the First Technology Development (Delegate) Agreement and the Second Technology Development (Delegate) Agreement, pursuant to which Bengbu Institute shall delegate Bengbu Company to conduct research and development in respect of the project of production technology of industrialization of 0.2 mm high strength electronic glass and the project of production technology of 3D wear-resistant glass substrate respectively.

CNBM Guangdian Company is a non wholly-owned subsidiary of Bengbu Institute, and Bengbu Institute is a substantial shareholder of the Company and a whollyowned subsidiary of Triumph Group, which is an indirect controlling shareholder of the Company. As such, CNBM Guangdian Company and Bengbu Institute are regarded as connected persons of the Company under Chapter 14A of the Listing Rules. The transactions contemplated under the Three Technology Agreements therefore constitute connected transactions of the Company under Chapter 14A of the Listing Rules.

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Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Three Technology Agreements should be aggregated with the transactions contemplated under the Old Bengbu Technology Services Agreement, the Longhao April Technology Services Agreement and the Longhao July Technology Services Agreement. Since the applicable percentage ratios (after aggregation) are more than 0.1% but less than 5%, the transactions contemplated under the Three Technology Agreements are subject to the reporting and announcement requirements only but are exempt from the independent shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules.

INTRODUCTION

Reference is made to the announcement of the Company dated 14 September 2016 in relation to the Company’s connected transactions in respect of technology services agreements.

On 1 December 2016, CNBM Guangdian Company and Bengbu Company (a whollyowned subsidiary of the Company) entered into the New Bengbu Technology Services Agreement, pursuant to which Bengbu Company shall provide technical services in respect of the production line of CNBM Guangdian Company for manufacturing highaluminum cover plate glass used for touch screens.

On the same date, Bengbu Institute and Bengbu Company also entered into the First Technology Development (Delegate) Agreement and the Second Technology Development (Delegate) Agreement, pursuant to which Bengbu Institute shall delegate Bengbu Company to conduct research and development in respect of the project of production technology of industrialization of 0.2 mm high strength electronic glass and the project of production technology of 3D wear-resistant glass substrate respectively.

Set out below is a summary of the principal terms of each of the Three Technology Agreements:

1. NEW BENGBU TECHNOLOGY SERVICES AGREEMENT

Date: 1 December 2016

Parties: (1) CNBM Guangdian Company, as the service recipient; and

(2) Bengbu Company, as the service provider

Term

The New Bengbu Technology Services Agreement shall commence from 10 November 2016 and remain in effect until 31 December 2016.

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Scope of services

Pursuant to the New Bengbu Technology Services Agreement, Bengbu Company shall provide technical services in respect of the production line of CNBM Guangdian Company for manufacturing high-aluminum cover plate glass used for touch screens, including but not limited to, the provision of personnel and equipment for the pilot test for the effect on the production process and route as a result of aluminum content adjustment, the early stage of technical guidance needed for the production project and the licencing transfer issues of some patents and know-hows.

Service fees and payment terms

The total service fees under the New Bengbu Technology Services Agreement are RMB5,000,000 (equivalent to approximately HK$5,500,000), which shall be paid in full by CNBM Guangdian Company to Bengbu Company within 30 days from the date of the New Bengbu Technology Services Agreement.

The service fees were determined between the parties after arm’s length negotiation taking into account the type of technical services to be provided, the wages of the personnel and the fees of the equipment deployed, the technical guidance fees, the licence fees for some patents and know-hows.

2. FIRST TECHNOLOGY DEVELOPMENT (DELEGATE) AGREEMENT

Date: 1 December 2016

Parties: (1) Bengbu Institute, as the entrusting party; and

(2) Bengbu Company, as the entrusted party

Term

The First Technology Development (Delegate) Agreement shall commence from 1 November 2016 and remain in effect until 31 December 2016.

Scope of services

Pursuant to the First Technology Development (Delegate) Agreement, Bengbu Institute shall delegate Bengbu Company to conduct research and development in respect of the project of production technology of industrialization of 0.2 mm high strength electronic glass, i.e. research on the impact of metallic oxide on the melting technology of float electronic glass, including (1) smelting technology research, (2) molding and annealing temperature system research, (3) research on various chemical reaction in the tin bath, (4) research on technology of healing of glass structure by ultrasonic wave, and (5) research on technology of chemical cleaning on roller way by use of chlorine.

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Research and development expenditure and remuneration and payment terms

The total amount of research and development expenditure and remuneration under the First Technology Development (Delegate) Agreement is RMB8,800,000 (equivalent to approximately HK$9,680,000), which shall be payable by Bengbu Institute in the following manner:

1. 30% of the total amount, i.e. RMB2,640,000 (equivalent to approximately HK$2,904,000), will be paid to Bengbu Company within 3 days from the date of the First Technology Development (Delegate) Agreement; and

2. 70% of the total amount, i.e. RMB6,160,000 (equivalent to approximately HK$6,776,000), will be paid to Bengbu Company within 3 days from the date of acceptance of the project.

The research and development expenditure and remuneration were determined between the parties after arm’s length negotiation taking into account the type of research and development services to be provided, the wages of the personnel and the fees of the equipment deployed.

3. SECOND TECHNOLOGY DEVELOPMENT (DELEGATE) AGREEMENT

Date: 1 December 2016

• Parties: (1) CNBM Guangdian Company, as the entrusting party; and

  • (2) Bengbu Company, as the entrusted party

Term

The Second Technology Development (Delegate) Agreement shall commence from 1 November 2016 and remain in effect until 31 December 2016.

Scope of services

Pursuant to the Second Technology Development (Delegate) Agreement, Bengbu Institute will delegate Bengbu Company to conduct research and development in respect of the project of production technology of 3D wear-resistant glass substrate, including (1) the research on constitutive relationship between the structure and performance of aluminosilicate glass and the control technology on the tight structure, (2) the thermodynamic and kinetics process of formation of aluminosilicate glass, efficient melting, compound clarifying, forced homogenization and microdefect control, (3) the float and ultra-thin molding technology of cover plate glass, and (4) precise annealing technology.

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Research and development expenditure and remuneration and payment terms

The total amount of research and development expenditure and remuneration under the Second Technology Development (Delegate) Agreement is RMB7,500,000 (equivalent to approximately HK$8,250,000), which shall be payable by Bengbu Institute in the following manner:

1. 30% of the total amount, i.e. RMB2,250,000 (equivalent to approximately HK$2,475,000), will be paid to Bengbu Company within 3 days from the date of the Second Technology Development (Delegate) Agreement; and

2. 70% of the total amount, i.e. RMB5,250,000 (equivalent to approximately HK$5,775,000), will be paid to Bengbu Company within 3 days from the date of acceptance of the project.

The research and development expenditure and remuneration were determined between the parties after arm’s length negotiation taking into account the type of research and development services to be provided, the wages of the personnel and the fees of the equipment deployed.

R E A S O N S F O R E N T E R I N G I N T O T H E T H R E E T E C H N O L O G Y AGREEMENTS

The entering into of the Three Technology Agreements allows the Company and Bengbu Company to make optimal use of their resources and provide them with an opportunity to be even more active in providing technology services and research and development services, and thereby making profit. The terms of each of the Three Technology Agreements were determined after arm’s length negotiations between the parties thereto. The Directors (including the independent non-executive Directors) are of the view that the terms of each of the Three Technology Agreements and the transactions contemplated thereunder are on normal commercial terms, in the ordinary and usual course of business of the Group, fair and reasonable and in the interest of the Group and the Shareholders as a whole.

Mr. Zhang Chong and Mr. Ma Yan, the executive Directors of the Company, and Mr. Zhang Chengong, Mr. Xie Jun and Mr. Tang Liwei, the non-executive Directors of the Company, have abstained from voting in respect of the Three Technology Agreements in the Board meeting(s) due to the fact that they have connected relationship with the substantial Shareholder(s) or indirect controlling shareholder(s) of the Company and are therefore not regarded as independent to make any recommendation to the Board.

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INFORMATION OF THE COMPANY, BENGBU COMPANY, CNBM GUANGDIAN COMPANY AND BENGBU INSTITUTE

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

Bengbu Company is a wholly-owned subsidiary of the Company and is principally engaged in the development, production, sale and deep processing of ultra-thin glass.

CNBM Guangdian Company is a non wholly-owned subsidiary of Bengbu Institute. It is principally engaged in the research and development, production and sale of optoelectronics materials, the import and export of various products as well as providing relevant technical services.

Bengbu Institute is a substantial shareholder of the Company and a wholly-owned subsidiary of Triumph Group, which is an indirect controlling shareholder of the Company, the principal businesses of which include building materials, light industrial products, research and development, planning of feasibility study, environmental assessment, engineering design, project supervision, general contracting on municipal construction engineering and non-metallic mining and processing; research and sales of glass cutting tools, glass break-off-the-edge tools, glass processing machinery and equipment; production, sales and development of equipment products; etc.

LISTING RULES IMPLICATIONS

As mentioned above, CNBM Guangdian Company is a non wholly-owned subsidiary of Bengbu Institute, and Bengbu Institute is a substantial shareholder of the Company and a wholly-owned subsidiary of Triumph Group, which is an indirect controlling shareholder of the Company. As such, CNBM Guangdian Company and Bengbu Institute are regarded as connected persons of the Company under Chapter 14A of the Listing Rules. The transactions contemplated under the Three Technology Agreements therefore constitute connected transactions of the Company under Chapter 14A of the Listing Rules.

Pursuant to Rule 14A.81 of the Listing Rules, the transactions contemplated under the Three Technology Agreements should be aggregated with the transactions contemplated under the Old Bengbu Technology Services Agreement, the Longhao April Technology Services Agreement and the Longhao July Technology Services Agreement. Since the applicable percentage ratios (after aggregation) are more than 0.1% but less than 5%, the transactions contemplated under the Three Technology Agreements are subject to the reporting and announcement requirements only but are exempt from the independent shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules.

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DEFINITIONS

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

• “Bengbu Company”

  • Bengbu China National Building Materials Information Display Materials Company Limited* (蚌埠中建材 信息顯示材料有限公司), a company incorporated in the PRC with limited liability and a wholly-owned subsidiary of the Company

• “Bengbu Institute”

  • Bengbu Design & Research Institute for Glass Industry* (蚌埠玻璃工業設計研究院), a company incorporated in the PRC, which is a substantial shareholder of the Company and a wholly-owned subsidiary of Triumph Group

• “Board”

  • the board of Directors

• “CNBM Guangdian Company”

  • CNBM (Bengbu) Guangdian Materials Company Limited* ( 中建材（蚌埠）光電材料有限公司 ), a company incorporated in the PRC with limited liability and a non wholly-owned subsidiary of Bengbu Institute

• “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

• “Directors”

  • the directors of the Company, including the independent non-executive directors of the Company

• “First Technology Development (Delegate) Agreement”

• a technology development (delegate) agreement dated 1 December 2016 entered into between Bengbu Institute and Bengbu Company, pursuant to which Bengbu Institute shall delegate Bengbu Company to conduct research and development in respect of the production technology of industrialization of 0.2 mm high strength electronic glass

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“Group”

• “HK$”

• “Hong Kong”

• “Listing Rules”

• “Longhao April Technology Services Agreement”

• “Longhao Company”

• “Longhao July Technology Services Agreement”

the Company and its subsidiaries

• Hong Kong dollars, the lawful currency of Hong Kong

• the Hong Kong Special Administrative Region of the PRC

• the Rules Governing the Listing of Securities on the Stock Exchange

• the technology services agreement dated 1 April 2016 entered into between Longhao Company and the Company, pursuant to which the Company would provide technical services in respect of temperature increase of tin bath and anneal lehr as well as trial production for the 650t/d float glass production line of Longhao Company, details of which were set out in the announcement of the Company dated 14 September 2016

• CLFG Luoyang Longhao Glass Company Limited* ( 洛玻集團洛陽龍昊玻璃有限公司 ) , a c o m p a n y incorporated in the PRC with limited liability, and a wholly-owned subsidiary of China Luoyang Float Glass (Group) Company Limited* (中國洛陽浮法玻璃集團有 限責任公司), which is the substantial shareholder of the Company

• the technology services agreement dated 10 July 2016 entered into between Longhao Company and the Company, pursuant to which the Company would provide technical services in respect of production stability and process control enhancement for the float glass production line of Longhao Company, details of which were set out in the announcement of the Company dated 14 September 2016

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• “New Bengbu Technology a technology services agreement dated 1 December 2016 Services Agreement” entered into between CNBM Guangdian Company and Bengbu Company, pursuant to which Bengbu Company shall provide technical services to CNBM Guangdian in respect of the production line for manufacturing highaluminum cover plate glass used for touch screens

• “Old Bengbu Technology Services Agreement”

  • the technology services agreement dated 14 September 2016 entered into between CNBM Guangdian Company and Bengbu Company, pursuant to which Bengbu Company would provide on-the-job training and technical services to new staff member of CNBM Guangdian Company with respect to the new production line for manufacturing high-aluminum cover plate glass used for touch screens, details of which were set out in the announcement of the Company dated 14 September 2016

• “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

• “Second Technology Development (Delegate) Agreement”

  • a technology development (delegate) agreement dated 1 December 2016 entered into between Bengbu Institute and Bengbu Company, pursuant to which Bengbu Institute shall delegate Bengbu Company to conduct research and development in respect of the production technology of 3D wear-resistant glass substrate

• “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

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“Three Technology the New Bengbu Technology Services Agreement, the Agreements” First Technology Development (Delegate) Agreement and the Second Technology Development (Delegate) Agreement “Triumph Group” Triumph Technology Group Company* (凱盛科技集 團公司), a company incorporated in the PRC and the indirect controlling shareholder of the Company “%” per cent

For the purpose of this announcement, the following exchange rate is used: RMB1.00 = HK$1.10.

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

Luoyang, the PRC 1 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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