RoboSense Technology Co., Ltd — Regulatory Filings 2016

Sep 22, 2016

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ANNOUNCEMENT ON RE-PLEDGING OF SHARES UPON RELEASE BY THE CONTROLLING SHAREHOLDER AND THE PROGRESS OF TRANSFER OF SHARES IN THE COMPANY BY AGREEMENT

Luoyang Glass Company Limited (the “ Company ”) and all members of the board (the “ Board ”) of directors (the “ Directors* ”) of the Company warrant the truthfulness, accuracy and completeness of the contents of this announcement, and accept several and joint responsibilities for any false information, misleading statements or material omissions in this announcement.

Reference is made to the announcement of the Company dated 5 November 2010 in relation to the pledging of domestic shares by the controlling shareholder, the indicative announcement of the Company dated 31 December 2014 in respect of the agreement to transfer the shares in the Company by the controlling shareholder, the announcement of the Company dated 22 May 2015 in respect of the grant of approval for the agreement to transfer the shares in the Company by the state-owned shareholder and the announcement of the Company dated 30 June 2016 in respect of the reply to the extension of the validity period of the transfer by agreement of certain shares in the Company by the state-owned shareholder.

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The Board hereby announces that, on 22 September 2016, the Company received the notice from China Luoyang Float Glass (Group) Company Limited (“ CLFG ”), the controlling shareholder of the Company, with respect to the re-pledging of shares upon release and transfer of shares in the Company by agreement, particulars of which are announced as follows:

I. RELEASE OF SHARE PLEDGE

1. Reference is made to the announcement of the Company dated 5 November 2010 in relation to the pledging of domestic shares by the controlling shareholder. CLFG entered into the Share Pledge Agreement with 中國 建材集團有限公司(China National Building Material Group Corporation Ltd.) (previously known as 中國建築材料集團公司(China National Building Material Group Corporation)) (“ CNBM Group ”), the controlling shareholders of CLFG and the de facto controller of the Company, pursuant to which, CLFG pledged 159,018,242 shares in the Company it held to CNBM Group.

2. On 19 September 2016, CLFG completed the pledge release procedure with respect to the abovementioned 159,018,242 shares with China Securities Depository and Clearing Corporation Limited Beijing Branch (14 September 2016 as the date of registration of the pledge release). As at the date of this announcement, the number of shares released represents approximately 30.19% of the total issued share capital of the Company.

II. RE-PLEDGING OF SHARES

(I) Purpose of the pledge

On 14 September 2016, CLFG and CNBM Group entered into a new Maximum Amount Share Pledge Agreement, pursuant to which, CLFG agreed to pledge its 41,000,000 A shares in the Company in favor of CNBM Group so as to secure several guarantees and entrusted loans provided by CNBM Group to CLFG and the Company under various agreements (including the guarantees provided by CNBM Group for the bank loans of RMB450,392,000 of the Company), the relevant guarantees include:

1. a guarantee agreement entered into between CNBM Group as guarantor and Bank of China, Luoyang Branch (中國銀行洛陽分行) as lender on 24 June 2009 relating to a guarantee of a loan of RMB111,890,000 granted to the Company;

2. a guarantee agreement entered into between CNBM Group as guarantor and Bank of Communication Company Limited, Luoyang Branch (中國 交通銀行股份有限公司洛陽分行) as lender on 30 June 2010 relating to a guarantee of a loan of RMB96,145,000 granted to the Company;

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1. a guarantee agreement entered into between CNBM Group as guarantor and China Construction Bank Corporation, Luoyang Branch (中國建 設銀行股份有限公司洛陽分行) as lender on 4 July 2008 relating to a guarantee of a loan of RMB74,772,000 granted to the Company;

2. a guarantee agreement entered into between CNBM Group as guarantor and Luoyang Bank (洛陽銀行) as lender on 29 September 2010 relating to a loan of RMB46,900,000 granted to the Company;

3. guarantee agreements entered into between CNBM Group as guarantor and Industrial and Commercial Bank of China, Luoyang Branch (中 國工商銀行洛陽分行) as lender on 4 June 2015 and 30 October 2015, respectively, relating to a loan in the total amount RMB37,185,000 granted to the Company;

4. a guarantee agreement entered into between CNBM Group as guarantor and China CITIC Bank, Luoyang Branch (中信銀行洛陽分行) as lender on 27 November 2009 relating to a loan of RMB33,500,000 granted to the Company; and

5. a guarantee agreement entered into between CNBM Group as guarantor and Guangdong Nanyue Bank (廣東南粵銀行) as lender on 28 July 2016 relating to a loan of RMB50,000,000 granted to the Company.

(II) Particulars of the pledge

1. Pledgor：CLFG

Pledgee：CNBM Group

1. On 21 September 2016, CLFG and CNBM Group completed the share pledge procedure with China Securities Depository and Clearing Corporation Limited Beijing Branch (14 September 2016 as the date of registration of the share pledge). The term of the pledge shall commence from the share pledge registration date and end on the date when the pledgee agrees and releases the pledge with China Securities Depository and Clearing Corporation Limited. 41,000,000 shares of the Company were pledged, including 15,000,000 shares subject to trading moratorium.

2. As of the date of this announcement, CLFG holds 174,018,242 shares in the Company, representing approximately 33.04% of the total issued share capital of the Company; the number of shares pledged is 41,000,000, representing 23.56% of the total shares held by CLFG in the Company, and approximately 7.78% of the total issued share capital of the Company.

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III. TRANSFER OF SHARES BY AGREEMENT

CLFG expressed that, upon release of the share pledge, it will carry out the transfer of certain shares in the Company by agreement as soon as practicable to Bengbu Glass Industry and Research Institute (蚌埠玻璃工業設計研究 院) (“ Bengbu Institute* ”). For details, please refer to the overseas regulatory announcements of the Company dated 31 December 2014 in relation to the simplified reports on the change in shareholdings issued by CLFG and Bengbu Institute respectively. The Company will pay close attention to the progress of the share transfer and fulfill its obligation of information disclosure in a timely manner.

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

Luoyang, the PRC 22 September 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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