RoboSense Technology Co., Ltd — Regulatory Filings 2016

Feb 26, 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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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the announcement of the Company dated 3 February 2016 in respect of issuance results of non-public issuance of A shares of significant asset restructuring and change in share capital (the “ Announcement ”). Unless otherwise defined, terms used herein shall have the same meanings as those defined in the Announcement.

Since the Company completed the non-public issuance of new A shares to the Subscribers on 2 February 2016, the registered capital and total shares of the Company would be changed. The Company proposes to, subject to the approval by the Shareholders at the EGM, amend the Articles of Association.

EGM

The EGM will be held for the purposes of seeking the Shareholders’ approval for, among other things, the proposed amendments to the Articles of Association. The votes to be taken at the EGM in relation to the proposed special resolution(s) will be taken by way of poll.

GENERAL

A circular containing, among other things, (i) details of the proposed amendments to the Articles of Association; and (ii) a notice of the EGM, is expected to be despatched to the Shareholders on or before 18 March 2016.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Reference is made to the Announcement in respect of issuance results of non-public issuance of A shares of significant asset restructuring and change in share capital.

Since the Company completed the non-public issuance of new A shares to the Subscribers on 2 February 2016, the registered capital and total shares of the Company would be changed. The Company proposes to, subject to the approval by the Shareholders at the EGM, amend the Articles of Association.

Details of the proposed amendments to the Articles of Association are as follows:

Article 19

• Original Article 19:

  • With the approval of the company examination and approval authority as authorized by State Council, the Company has issued the 700,000,000 ordinary shares. At the time of establishment, the Company issued 400,000,000 shares to the promoter, accounting for 57.14% of total number of ordinary shares that can be issued by the Company. After the Company completed the reform of stock allocation and reduced the registered capital, the capital structure has changed and the number of ordinary shares issued by the Company is 500,018,242.

• Amended Article 19:

• With the approval of the company examination and approval authority as authorized by State Council, the current number of issued ordinary shares of the Company is 526,766,875.

At the time of establishment, the Company issued 400,000,000 shares to the promoter; upon the public issuance of H Shares and A Shares, the Company has issued 700,000,000 ordinary shares, in which the promoter held approximately 57.14% of the total number of ordinary shares that can be issued by the Company. After the Company has completed the reform of stock allocation and reduced the registered capital, the number of ordinary shares issued by the Company was 500,018,242, in which the promoter held 159,018,242 ordinary shares, accounting for approximately 31.8% of the total number of ordinary shares of the Company. Upon the significant asset swap and issuance of shares by the Company for asset acquisition in cash and raising of supporting funds proceeds, the total number of ordinary shares issued by the Company is 526,766,875, in which the promoter holds 174,018,242 ordinary shares, accounting for approximately 33.04% of the total number of ordinary shares of the Company.

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Article 20

• Original Article 20:

  • The equity structure of the Company: 159,018,242 floating shares without trading limitation held by the promoter, representing approximately 31.80% of the total issued ordinary shares, 250,000,000 issued ordinary shares as overseas-listed foreign-invested shares, representing approximately 50% of the total issued ordinary shares and 91,000,000 domestic listed shares, representing approximately 18.20% of the total issued ordinary shares.

• Amended Article 20:

• The equity structure of the Company: the number of overseaslisted foreign-invested shares is 250,000,000, representing approximately 47.46% of the total issued ordinary shares of the Company; the number of domestic listed shares is 276,766,875, representing approximately 52.54% of the total issued ordinary shares of the Company.

Article 23

• Original Article 23: The Company’s registered capital is RMB500,018,242.

• Amended Article 23: The Company’s registered capital is RMB526,766,875.

The English version of the above articles is an unofficial translation of its Chinese version. In case of any discrepancy between the two versions, the Chinese version shall prevail.

EGM

The EGM will be held for the purposes of seeking the Shareholders’ approval for, among other things, the proposed amendments to the Articles of Association. The votes to be taken at the EGM in relation to the proposed special resolution(s) will be taken by way of poll.

GENERAL

A circular containing, among other things, (i) details of the proposed amendments to the Articles of Association; and (ii) a notice of the EGM, is expected to be despatched to the Shareholders on or before 18 March 2016.

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DEFINITIONS

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

“Articles of Association” the articles of association of the Company, as amended from time to time “Board” the board of Directors “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 “Directors” the directors of the Company, including the independent non-executive directors of the Company “EGM” the extraordinary general meeting of the Company to be held on 15 April 2016 for the purposes of seeking Shareholders’ approval for, among other things, the proposed amendments to the Articles of Association “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 “Shareholder(s)” the shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited

By order of the Board

LUOYANG GLASS COMPANY LIMITED Zhang Chong* Chairman

Luoyang, the PRC 26 February 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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