RoboSense Technology Co., Ltd — Regulatory Filings 2016

Oct 20, 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.

Reference is made to the announcement of the Company dated 7 September 2016 in relation to contemplation of a significant event, the announcement of the Company dated 14 September 2016 in respect of continuation of suspension of trading in A shares in relation to a significant event, the announcement of the Company dated 23 September 2016 in respect of suspension of trading in A shares in relation to a significant assets restructuring and the announcement of the Company dated 30 September 2016 in respect of suspension of trading in A shares in relation to a potential significant assets restructuring.

As the Company is contemplating a significant event, the trading in the A shares of the Company has been suspended since 8 September 2016. After discussions and negotiations between the Company and the relevant parties during the period of suspension of trading in the A shares of the Company, such event will constitute a significant assets restructuring of the Company (the “ Significant Assets Restructuring ”). The relevant work of due diligence, auditing and valuation of the target assets involved in the Significant Assets Restructuring has not been completed yet, and the relevant contents involved in the plan of the Significant Assets Restructuring are subject to further communication and confirmation.

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In accordance with the requirements of Articles 12, 13 and 14 in Chapter II of the Practice Guideline on Suspension and Resumption of Trading for Planning of Significant Events of Listed 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 “ Shanghai Stock Exchange ”), on the twelfth meeting of the eighth session of board of directors of the Company held on 20 October 2016, the Company considered and approved (1) the resolution in relation to continuation of suspension of trading in the A shares for the Significant Assets Restructuring for not more than one month from 8 November 2016; and (2) the resolution in relation to continuation of suspension of trading in the A shares for the Significant Assets Restructuring of the Company (the “ Resolution on Continuation of Suspension of Trading ”), i.e. the Board (“ Board ”) of Directors (“ Directors ”) of the Company approved that the Company will, in accordance with the relevant requirements of the Shanghai Stock Exchange, apply to the Shanghai Stock Exchange for continuation of suspension of trading in A shares of the Company for not more than two months from 8 December 2016.

The final plan of the Significant Assets Restructuring has not yet been determined. The Significant Assets Restructuring may constitute a connected transaction of the Company in view of the possibility of transactions with the controlling shareholders and other connected parties of the Company, therefore, five connected Directors (including Mr. Zhang Chong and Mr. Ma Yan, both are the executive Directors; and Mr. Zhang Chengong, Mr. Xie Jun and Mr. Tang Liwei, all are the non-executive Directors) have abstained from voting on the above two resolutions, the results of which were: 6 votes in favor, 0 vote against, 0 vote abstention.

The Resolution on Continuation of Suspension of Trading shall be proposed to the general meeting of the Company for consideration and the connected shareholders of the Company (including China Luoyang Float Glass (Group) Company Limited (“ CLFG ”) and its associates) shall abstain from voting. The Directors (including the independent non-executive Directors) believe that the Resolution on Continuation of Suspension of Trading is for the interests of the Company and its shareholders as a whole. Therefore, the Directors recommend the shareholders of the Company to vote in favor of the Resolution on Continuation of Suspension of Trading to be proposed at the general meeting of the Company.

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The details and progress of the Significant Assets Restructuring are as follows:

I. THE BACKGROUND AND REASONS OF THE PLANNING OF THE SIGNIFICANT ASSETS RESTRUCTURING

As a result of the significant assets restructuring in 2015, the Company has initially realized the strategic business transformation from common float glass to photoelectric and information display glass, which has significantly improved the asset quality and profitability of the Company, and has laid a solid foundation for the subsequent healthy development of transformation and upgrading, even if there still exists a big gap between the actual situation and the planning goals in terms of assets scale and income level. In order to actively respond to the guideline of state-owned enterprises reform, the Company intends to introduce new energy glass business through assets restructuring, so as to continuously enrich and optimize the product structure of the Company, and to expand and strengthen the new energy glass business, thereby further enhancing the antirisk ability and profitability of the Company, and improving the return level of investors.

II. THE FRAMEWORK OF THE SIGNIFICANT ASSETS RESTRUCTURING

(I) Information of the target assets

The specific scope of the target assets has not been finalized, which are preliminarily identified as the equity assets of new energy glass business.

(II) Major counterparties

The counterparties that may be involved in the transaction include CLFG, the controlling shareholder of the Company, other connected parties controlled by the de facto controller and independent third party(ies), Therefore, the Significant Assets Restructuring may constitute a connected transaction of the Company.

(III) Transaction type and its impact on the Company

The transaction type is initially determined as issuance of shares, in order to acquire assets and raise funds. It is expected that the transaction will not result in any change of control of the Company and will not constitute a backdoor listing.

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III. PROGRESS OF THE RELEVANT WORK

• (I) Ever since the suspension of trading in A shares of the Company, the Company and the relevant parties have proactively advanced the relevant work of the Significant Assets Restructuring and conducted study and discussion on the matters related to the Significant Assets Restructuring including communication and negotiation with the potential counterparties. However, the Company has not entered into any restructuring framework or intention agreement(s) with the counterparties.

• (II) During the period of suspension of trading in the A shares of the Company, the Company has initially identified the independent financial advisor, law firm, audit firm and valuer, which have successively commenced work such as the streamlining of target assets, preliminary due diligence and discussion on the scope of assets, transaction type and restructuring plan.

• (III) Upon determining the scope of the target assets, the Company will duly engage financial advisor(s) and other intermediaries to extensively investigate the materials from the preliminary due diligence with the counterparties, and conduct continuing communication and discussion on the restructuring plan with the counterparties based on the due diligence results.

IV. NECESSITY AND REASONS FOR CONTINUATION OF SUSPENSION OF TRADING IN THE A SHARES OF THE COMPANY

Since the Significant Assets Restructuring involves a lot of matters as well as internal and external approval procedures, the Company and the relevant counterparties need more time to further communicate, negotiate and discuss the relevant matters.

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) (Guo Zi Fa Chan Quan (2009) No. 124 of the Stateowned Assets Supervision and Administration Commission of the State Council) (《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》（國務院 國有資產監督管理委員會國資發產權(2009)124號）), prior to the disclosure of a restructuring proposal, the plan of the Significant Assets Restructuring shall be subject to the pre-approval by the State-owned Assets Supervision and Administration Commission of the State Council. The application for continuation of suspension of trading in the A shares of the Company to be made by the Company satisfies the application requirements as set out in Article 13(1) of the Practice Guideline on Suspension and Resumption of Trading for Planning of the Significant Events of Listed Companies (《上市公司籌劃重大事項停復牌業務指 引》) issued by the Shanghai Stock Exchange.

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V. APPLICATION FOR CONTINUATION OF SUSPENSION OF TRADING IN THE A SHARES OF THE COMPANY AND SUBSEQUENT MATTERS

Subsequently, the intermediaries will continue the due intelligence, and the Company and the relevant parties will further communicate and discuss the plan of the Significant Assets Restructuring and strengthen communication with the regulatory authorities on the approvals involved in the Significant Assets Restructuring, in order to jointly accelerate all the work related to the Significant Assets Restructuring.

Meanwhile, in accordance with the relevant requirements under the Practice Guideline on Suspension and Resumption of Trading for Planning of Significant Events of Listed Companies (《上市公司籌劃重大事項停復牌業務指引》) issued by the Shanghai Stock Exchange, as the Company estimates that it may be unable to disclose the proposal of the Significant Assets Restructuring within three months from the date of suspension of trading in the A shares of the Company (i.e. from 8 September 2016 to 8 December 2016), it was considered and approved at the twelfth meeting of the eighth session of the Board to convene the 2016 second extraordinary general meeting of the Company (the “ EGM ”) on 6 December 2016 for the purpose of consideration and approval of the Resolution on Continuation of Suspension of Trading. CLFG, the controlling shareholder of the Company, and its associates shall abstain from voting at the EGM. A notice of the EGM will be dispatched to the shareholders of the Company as soon as practicable.

The Company will, in accordance with the relevant requirements of the Shanghai Stock Exchange, apply to the Shanghai Stock Exchange for continuation of suspension of trading in the A shares of the Company for not more than one month since 8 November 2016; in addition, provided that the Resolution on Continuation of Suspension of Trading is considered and approved at the EGM, the Company will apply to the Shanghai Stock Exchange for continuation of suspension of trading in the A shares of the Company for not more than two months from 8 December 2016.

During the period of suspension of trading in the A shares of the Company, the Company will, based on the progress of the Significant Assets Restructuring, fulfill its obligations of information disclosure in a timely manner. After completion of the relevant works, a Board meeting of the Company will be held to consider the proposal of the Significant Assets Restructuring, and the Company will make announcement(s) and resume trading in the A shares of the Company upon request to the Shanghai Stock Exchange in a timely manner. Investors are reminded to read the relevant announcement(s) of the Company and to be aware of the investment risks.

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As the Company is contemplating the Significant Assets Restructuring, whether to proceed with the Significant Assets Restructuring involves significant uncertainties. If it does proceed, the Significant Assets Restructuring may still be subject to certain conditions. Investors and shareholders are advised by the Board to exercise caution when dealing in the shares of the Company.

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

Luoyang, the PRC

20 October 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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