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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CONTINUING CONNECTED TRANSACTION

The Board announces that on 26 February 2016, the Company entered into the Supply Agreement with Triumph Technology, pursuant to which Triumph Technology agreed to supply to the Company sodium carbonate procured from certain suppliers during the term of the Supply Agreement.

Triumph Technology is an indirect controller of the Company and is therefore regarded as a connected person of the Company. The transaction contemplated under the Supply Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios are more than 5%, the Supply Agreement is subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

The EGM will be convened at which, among other things, ordinary resolutions will be proposed to seek Independent Shareholders’ approval for the Supply Agreement and its proposed annual caps. In view of the interests of Triumph Technology and its associates in the transactions contemplated under the Supply Agreement, Triumph Technology and its associates will abstain from voting on the resolutions in relation to the Supply Agreement and its proposed annual caps at the EGM. Voting on such resolutions shall be taken by poll.

A circular containing, among other things, (i) details of the Supply Agreement, (ii) a letter of recommendation from the Independent Board Committee, (iii) a letter of advice from the Independent Financial Adviser and (iv) a notice of the EGM, is expected to be despatched to the Shareholders on or before 18 March 2016.

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INTRODUCTION

The Board announces that on 26 February 2016, the Company entered into the Supply Agreement with Triumph Technology, pursuant to which Triumph Technology agreed to supply to the Company sodium carbonate procured from certain suppliers during the term of the Supply Agreement.

Set out below is a summary of the principal terms of the Supply Agreement:

DETAILS OF THE SUPPLY AGREEMENT

Date: 26 February 2016

Parties: (1) The Company, as purchaser; and

• (2) Triumph Technology, as seller

Term: From the date of the Supply Agreement to 31 December 2017

Pursuant to the Supply Agreement, Triumph Technology agreed to supply sodium carbonate to the Company at a price to be determined with reference to the prevailing market price at the time of particular transaction. The Company will seek to obtain market price information through various channels, which include (1) reference made to comparable transactions (if any) by independent third parties during the same period; (2) through communication and exchange of price information by various means, including but not limited to telephone conversations, emails and meetings with peers and business partners within the glass production industry. The main factors with which the relevant market prices are determined are the then demand and supply of sodium carbonate in the area around Luoyang, distance between the location of buyers and sellers, as well as the quality of sodium carbonate. After collecting the market information, the pricing term will be used as benchmark for the transactions with Triumph Technology. The final terms will then be assessed and approved by the finance department and relevant operations departments with reference to the aforesaid information. The prices offered to the Company by Triumph Technology will not be less favourable than those offered to other independent third party(ies). The Company is required to pay Triumph Technology by cash within 2 months after the sodium carbonate is delivered to the stipulated location and has passed the acceptance testing.

HISTORICAL TRANSACTION AMOUNT AND THE ANNUAL CAPS

The historical transaction amount paid or payable by the Group in respect of its purchase of sodium carbonate from Triumph Technology in the month of December 2015 was approximately RMB5,922,000. This was the only historical transaction relevant to the transaction contemplated under the Supply Agreement.

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The Company expects that the proposed annual cap for the Supply Agreement for each of the Company’s financial years ending 31 December 2016 and 31 December 2017 will not exceed RMB43,000,000 (equivalent to approximately HK$50,310,000), which was determined after taking into account the above historical figure of the relevant transaction, the estimated annual purchase of 26,400 tons of sodium carbonate from Triumph Technology before the end of 2016 and 2017, and the current market price of sodium carbonate of around RMB1,600 per ton.

MEASURES OF INTERNAL CONTROL

To ensure the Company’s conformity with the above pricing policies from time to time, the Company would adopt a series of internal control policies for its daily operation. Such internal control policies would be conducted and supervised by the finance department, the office of the Board and the audit department of the Company:

• (1) the Company has adopted and implemented a management system on connected transactions. According to the system, the office of the Board and finance department are responsible for the information gathering on and monitoring of connected transactions, and conducting evaluation on the fairness of the transaction terms and the pricing terms;

• (2) the independent non-executive Directors of the Company would review the continuing connected transaction under the Supply Agreement to ensure such agreement is entered into on normal commercial terms, is fair and reasonable, and is carried out pursuant to the terms of such agreement. The auditors of the Company would also conduct an annual review on the pricing and annual caps of the continuing connected transaction under the Supply Agreement; and

• (3) the internal audit department of the Company will conduct periodical monitoring and evaluation on whether the procedures of connected transactions are conformed with the internal control requirements of the Company.

REASONS FOR ENTERING INTO THE SUPPLY AGREEMENT

The Company is principally engaged in the production and sale of float sheet glass and ultra-thin electronic glass, and sodium carbonate is one of the raw materials for the production of glass. The entering into of the Supply Agreement enables the Company to meet its normal production need. The terms of the Supply Agreement were determined after arm’s length negotiations between the parties thereto. Except for the views of the independent non-executive Directors on the Supply Agreement and its proposed annual caps, which will be expressed after considering the advice from the Independent Financial Adviser, the Directors consider that the Supply Agreement has been entered into on normal commercial terms and in the ordinary and usual course of business of the Group, and the Supply Agreement and its proposed annual caps are fair and reasonable and in the interests of the Group and the Shareholders as a whole.

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INFORMATION OF THE COMPANY AND TRIUMPH TECHNOLOGY

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

Triumph Technology is an indirect controller of the Company and is principally engaged in the research and development, production, processing, transfer and sale of construction materials and raw materials, etc.

LISTING RULES IMPLICATIONS

As mentioned above, Triumph Technology is an indirect controller of the Company and is therefore regarded as a connected person of the Company. The transaction contemplated under the Supply Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios are more than 5%, the Supply Agreement is subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

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 Supply Agreement in the Board meeting due to the fact that they are senior management of the controlling shareholder(s) of the Company or the controlled entities of its controlling shareholder(s) and are therefore not regarded as independent to make any recommendation to the Board.

The EGM will be convened at which, among other things, ordinary resolutions will be proposed to seek Independent Shareholders’ approval for the Supply Agreement and its proposed annual caps. In view of the interests of Triumph Technology and its associates in the transactions contemplated under the Supply Agreement, Triumph Technology and its associates will abstain from voting on the resolutions in relation to the Supply Agreement and its proposed annual caps at the EGM. Voting on such resolutions shall be taken by poll.

Pursuant to the Listing Rules, the Independent Board Committee will be formed to consider the transactions contemplated under the Supply Agreement and its proposed annual caps for the two years ending 31 December 2016 and 2017, and to advise the Independent Shareholders as to whether the Supply Agreement and its proposed annual caps for the two years ending 31 December 2016 and 2017 are on normal commercial terms, in the ordinary and usual course of business of the Group, fair and reasonable and in the interests of the Company and the Shareholders as a whole. The Independent Financial Adviser has been appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

A circular containing, among other things, (i) details of the Supply Agreement, (ii) a letter of recommendation from the Independent Board Committee, (iii) a letter of advice from the Independent Financial Adviser and (iv) 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.

“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
“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
“EGM”	the extraordinary general meeting of the Company to be
	held on 15 April 2016 for the purposes of considering and
	approving, among other things, the Supply Agreement and
	its proposed annual caps
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Independent Board	an independent committee of the Board comprising the
Committee”	independent non-executive Directors
“Independent Financial	Goldin Financial Limited, a licensed corporation to carry
Adviser”	on Type 6 (advising on corporate finance) regulated
	activity under the Securities and Futures Ordinance, being
	the independent financial adviser to advise the Independent
	Board Committee and the Independent Shareholders in
	respect of the Supply Agreement and its proposed annual
	caps
“Independent	Shareholder(s) other than Triumph Technology and its
Shareholder(s)”	associate(s)
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange

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“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 “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 “Supply Agreement” the sodium carbonate supply framework agreement dated 26 February 2016 entered into between the Company and Triumph Technology, pursuant to which Triumph Technology agreed to supply to the Company sodium carbonate procured from certain suppliers during the term of the agreement “Triumph Technology” Triumph Technology Group Company* (凱盛科技集團公 司), a limited liability company incorporated in the PRC and an indirect controller of the Company “%” per cent

For the purpose of this announcement, the following exchange rate is used: RMB1.00 = HK$1.17.

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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