RoboSense Technology Co., Ltd — Regulatory Filings 2016

Nov 18, 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.

==> picture [373 x 149] intentionally omitted <==

＊

POTENTIAL DISCLOSEABLE TRANSACTION

The fourteenth meeting of the eighth session of the board (the “ Board ”) of directors (the “ Directors ”) of Luoyang Glass Company Limited* (the “ Company ”) was held on 18 November 2016, in which the Board considered and resolved to submit a potential finance lease arrangement (the “ Finance Lease Arrangement ”) between 蚌埠中建 材信息顯示材料有限公司 (Bengbu China National Building Materials Information Display Materials Company Limited*) (the “ Lessee ”), a wholly-owned subsidiary of the Company, and 太平石化金融租賃有限責任公司 (Taiping & Sinopec Financial Leasing Co., Ltd.*) (the “ Lessor ”) to the general meeting of the Company for consideration and approval.

Pursuant to the Finance Lease Arrangement, the Lessee will sell certain parts and equipment of its production lines for production of ultra-thin glass (the “ Leased Assets ”) to the Lessor and the Lessor will leaseback the Leased Assets to the Lessee during the lease period. During the lease period, the Lessee will continue to occupy and use the Leased Assets by way of leaseback, and shall pay rents to the Lessor as agreed. Pursuant to the Finance Lease Arrangement, it is expected that the financing amount will not exceed RMB200 million with the lease period being 3 years, and the lease rate will be 10% lower than the RMB benchmark interest rate for 3-year term loans announced by the People’s Bank of China. The rent will be paid by the Lessee to the Lessor during the lease period in twelve (12) installments at each quarter. Upon expiry of the lease period and subject to full payment of all the rents and performance of other obligations by the Lessee under the Finance Lease Arrangement, the Lessor will transfer the ownership of the Leased Assets back to the Lessee at a consideration of RMB1.

– 1 –

The Lessor is a financial leasing company jointly established by 中國石油化工集團公 司 (China Petrochemical Corporation*) and 中國太平保險集團有限責任公司 (China Taiping Insurance Group Ltd.*), which was incorporated in Shanghai, China on 16 October 2014 with a registered capital of RMB5 billion. To the best of the knowledge, information and belief of the Directors and having made all reasonable enquiries, as at the date of this announcement, the Lessor and its ultimate beneficial owners are third parties independent of and not connected with the Company and its connected persons.

If the Finance Lease Arrangement is proceeded, it may constitute a discloseable transaction of the Company and may be subject to the reporting and announcement requirements only but exempt from the shareholders’ approval requirement under Chapter 14 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). However, pursuant to the requirements of the listing rules of the Shanghai Stock Exchange, the Finance Lease Arrangement is required to be submitted to the general meeting of the Company for consideration and approval.

According to Article 73 of the articles of association of the Company, shareholders alone or in aggregate holding more than 3% (including 3%) of the shares of the Company can make a temporary proposal and submit in writing to the Board ten (10) days prior to the date of the general meeting of the Company. The Board shall issue a supplemental notice of the general meeting within two (2) days upon the receipt of the proposal and submit such temporary proposal to the general meeting for consideration.

On 18 November 2016, the Board received a letter from 中國洛陽浮法玻璃集團有限 責任公司 (China Luoyang Float Glass (Group) Company Limited*), the substantial shareholder of the Company, requesting for the inclusion of an ordinary resolution at the 2016 second extraordinary general meeting of the Company to be held on 6 December 2016 (the “ EGM ”) for the shareholders of the Company to consider and, if thought fit, approve, among other things, the authorization to the Board to approve the Finance Lease Arrangement within the above scope, and to enter into, sign and implement the contract(s) under the Finance Lease Arrangement. The authorization shall be valid from the date of the EGM to the date of 2016 annual general meeting of the Company. According to Article 73 of the articles of association of the Company, the Board agreed to put forward such new ordinary resolution at the EGM. A supplemental notice of the EGM will be dispatched to the shareholders of the Company as soon as practicable.

Conducting the Finance Lease Arrangement is for the purposes of increasing the financing channels of the Company, replenishing capital required for the production and operations, optimizing the Company’s assets, and releasing the cash flow pressure of the Company. The Directors are of the view that the Finance Lease Arrangement is fair and reasonable and in the interests of the Company and its shareholders as a whole. Accordingly, the Board recommends the shareholders to vote in favour of the ordinary resolution with respect to the Finance Lease Arrangement to be proposed at the EGM.

– 2 –

Upon obtaining approval of the Finance Lease Arrangement from the shareholders and signing of the formal contract in respect of the Finance Lease Arrangement, further announcement(s) will be made by the Company in accordance with the Listing Rules in a timely manner.

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

Luoyang, the PRC 18 November 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

– 3 –