RoboSense Technology Co., Ltd — Regulatory Filings 2017

Dec 13, 2017

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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CONNECTED TRANSACTIONS

On 13 December 2017, Longhai Company, a wholly-owned subsidiary of the Company, entered into the Civil Engineering Agreement with International Engineering, pursuant to which International Engineering agreed to provide civil engineering services to Longhai Company for the Project at a consideration of RMB28,300,000 (equivalent to approximately HK$33,677,000). On the same day, Longhai Company also entered into the Equipment Transfer Agreement with Triumph Bengbu, pursuant to which Longhai Company agreed to sell and Triumph Bengbu agreed to purchase the Equipment at a total consideration of approximately RMB9,863,628 (equivalent to approximately HK$11,737,717).

International Engineering is an associate of CNBMG, and Triumph Bengbu is a wholly-owned subsidiary of International Engineering and an associate of CNBMG. Therefore, each of International Engineering and Triumph Bengbu is regarded as a connected person of the Company under the Listing Rules. The transactions contemplated under the Civil Engineering Agreement and the Equipment Transfer Agreement constitute connected transactions of the Company under Chapter 14A of the Listing Rules.

As the applicable percentage ratios for the Civil Engineering Agreement and the Equipment Transfer Agreement are more than 0.1% but less than 5%, the transactions contemplated under the Civil Engineering Agreement and the Equipment Transfer Agreement are subject to the reporting and announcement requirements only but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

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INTRODUCTION

On 13 December 2017, Longhai Company, a wholly-owned subsidiary of the Company, entered into the Civil Engineering Agreement with International Engineering, pursuant to which International Engineering agreed to provide civil engineering services to Longhai Company for the Project at a consideration of RMB28,300,000 (equivalent to approximately HK$33,677,000). On the same day, Longhai Company also entered into the Equipment Transfer Agreement with Triumph Bengbu, pursuant to which Longhai Company agreed to sell and Triumph Bengbu agreed to purchase the Equipment at a total consideration of approximately RMB9,863,628 (equivalent to approximately HK$11,737,717).

Set out below is a summary of the principal terms of the Civil Engineering Agreement and the Equipment Transfer Agreement:

I. THE CIVIL ENGINEERING AGREEMENT

Date

13 December 2017

Parties

• (1) Longhai Company; and

• (2) International Engineering.

Term for the Engineering

The commencement date of the engineering: 13 December 2017

The completion date of the engineering: 30 June 2018

Scope of the Agreement

Pursuant to the Civil Engineering Agreement, International Engineering agreed to provide civil construction services to Longhai Company regarding the technological transformation of the glass production line in the Project, including civil construction works in the factory area, the raw materials system, the materials mixing system, the glass shattering system, the float joint workshop and the power and ancillary workshop, etc.

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Consideration and Payment Terms

Pursuant to the Civil Engineering Agreement, Longhai Company shall pay International Engineering by way of cash or acceptance bills a total consideration of RMB28,300,000 (inclusive of tax and equivalent to approximately HK$33,677,000), which shall be paid by instalments according to the construction progress as shown in the table below:

Construction progressAs a percentageto the totalconsideration(%)1.Prepayment, within 10 working daysupon receipt of an invoice by LonghaiCompany202.C o n s t r u c t i o n p r o g r e s s p a y m e n t s ,reported by International Engineeringevery month according to the actualcompleted construction works, andwithin 10 working days upon receipt ofan invoice by Longhai Company503.Within 10 working days upon acceptanceof inspection of the construction andreceipt of an invoice by LonghaiCompany204.Quality warranty fee, within 10 workingdays upon expiry of the defect liabilityperiod (i.e. 12 months after acceptanceof inspection of the construction)and receipt of an invoice by LonghaiCompany10Total:100

Paymentamount(RMB0’000)5661,4155662832,830

The consideration under the Civil Engineering Agreement was determined after arm’s length negotiations between the parties with reference to the prices of similar civil construction services regarding technological transformation project of glass production line. The Directors (including the independent non-executive Directors) consider that the consideration under the Civil Engineering Agreement is fair and reasonable and in the interests of the Group and the Shareholders as a whole.

Effectiveness of the Agreement

The Civil Engineering Agreement shall become effective upon signing of the agreement by both parties and receipt of the prepayment.

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II. THE EQUIPMENT TRANSFER AGREEMENT

Date

13 December 2017

Parties

• (1) Longhai Company, as the seller; and

• (2) Triumph Bengbu, as the purchaser.

Assets to be Disposed

Pursuant to the Equipment Transfer Agreement, Longhai Company agreed to sell and Triumph Bengbu agreed to purchase 12 items of old and unused equipment that are required to be removed in the cold repair and technological transformation of the glass production line of Longhai Company, including cross cutting machine and annealing kiln, etc.

Consideration and Payment Terms

The total consideration under the Equipment Transfer Agreement is approximately RMB9,863,628 (inclusive of tax and equivalent to approximately HK$11,737,717, and the tax exclusive amount is approximately RMB8,430,451). The consideration was determined after arm’s length negotiations between the parties with reference to the appraised value of approximately RMB8,430,451 (exclusive of tax, and the tax inclusive amount is approximately RMB9,863,628) of the Equipment as at 31 July 2017, being the valuation base date, as appraised by the PRC independent valuer, China United Assets Appraisal Group Co., Ltd.* ( 中聯資產評估集團 有限公司 ). The Directors (including the independent non-executive Directors) consider that the consideration under the Equipment Transfer Agreement is fair and reasonable and in the interests of the Group and the Shareholders as a whole.

Triumph Bengbu shall pay 50% of the total consideration to Longhai Company by way of cash or acceptance bills within 7 working days after signing of the Equipment Transfer Agreement, and shall pay the remaining consideration to Longhai Company by way of cash or acceptance bills in a lump sum by 22 December 2017.

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Financial Effect of the Disposal of the Equipment

It is expected that the Group will record an unaudited gain of approximately RMB5.98 million (before taxation) as a result of the disposal of the Equipment. Such gain is calculated with reference to the tax exclusive consideration amount under the Equipment Transfer Agreement of approximately RMB8,430,451 and the unaudited aggregate net book value of the Equipment of approximately RMB2,450,064 as at 31 July 2017. Such calculation is only an estimate provided for illustrative purpose and the accounting treatment of the disposal of the Equipment will be subject to further review by the auditors of the Company. It is expected that the net proceeds from the disposal of the Equipment will be used as working capital of the Project.

Effectiveness of the Agreement

The Equipment Transfer Agreement shall become effective upon signing and affixation of the company seals by both parties.

REASONS FOR AND BENEFITS OF ENTERING INTO THE CIVIL ENGINEERING AGREEMENT AND THE EQUIPMENT TRANSFER AGREEMENT

International Engineering has stronger comprehensive capability and market competitiveness, with grade A qualifications in design and general contracting for engineering in the construction materials industry and civil engineering. The entering into of the Civil Engineering Agreement could facilitate and guarantee the civil engineering quality and progress of the Project. The entering into of the Equipment Transfer Agreement will collectively dispose the old and unused equipment in the original production line of Longhai Company according to the appraised value, which could further liquidize inventory assets and speed up turnover rate of capital, so as to provide capital support for the Project.

The terms of the Civil Engineering Agreement and the Equipment Transfer Agreement were determined after arm’s length negotiations between the respective parties thereto. The Directors (including the independent non-executive Directors) are of the view that the transactions contemplated under the Civil Engineering Agreement and the Equipment Transfer Agreement are on normal commercial terms, in the ordinary and usual course of business of the Group, and their respective terms are fair and reasonable and in the interests of the Group and the Shareholders as a whole.

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I N F O R M A T I O N O F T H E C O M P A N Y , L O N G H A I C O M P A N Y , INTERNATIONAL ENGINEERING AND TRIUMPH BENGBU

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

Longhai Company, a wholly-owned subsidiary of the Company, is principally engaged in the manufacturing and sales of ultra-thin electronic glass.

International Engineering, an associate of CNBMG, is principally engaged in engineering technology research and services, which mainly include general contracting business and engineering project design business of glass, cement and new energy projects.

Triumph Bengbu, a wholly-owned subsidiary of International Engineering and an associate of CNBMG, is principally engaged in the businesses of design and development, further processing, manufacturing and sales of mechanical and electrical equipment, sales of sets of mechanical and electrical equipment, engineering technical services, installation and construction of electrical and mechanical engineering, supervision and monitoring of electrical and mechanical engineering, and engineering technical consultation, etc.

LISTING RULES IMPLICATIONS

As mentioned above, International Engineering is an associate of CNBMG, and Triumph Bengbu is a wholly-owned subsidiary of International Engineering and an associate of CNBMG. Therefore, each of International Engineering and Triumph Bengbu is regarded as a connected person of the Company under the Listing Rules. The transactions contemplated under the Civil Engineering Agreement and the Equipment Transfer Agreement constitute connected transactions of the Company under Chapter 14A of the Listing Rules.

As the applicable percentage ratios for the Civil Engineering Agreement and the Equipment Transfer Agreement are more than 0.1% but less than 5%, the transactions contemplated under the Civil Engineering Agreement and the Equipment Transfer Agreement are subject to the reporting and announcement requirements only but are exempt from the independent shareholders’ approval requirement under Chapter 14A of the Listing Rules.

Mr. Zhang Chong, the executive Director, and Mr. Xie Jun, the non-executive Director, have abstained from voting in respect of the Civil Engineering Agreement and the Equipment Transfer Agreement at the Board meeting due to the fact that they were connected with CNBMG and are therefore not regarded as independent to make any recommendation to the Board.

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DEFINITIONS

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

• “associate(s)” has the same meaning as ascribed to it under the Listing Rules

• “Board” the board of Directors “Civil Engineering the civil engineering agreement dated 13 December 2017 Agreement” entered into between Longhai Company and International Engineering, pursuant to which International Engineering agreed to provide civil construction services to Longhai Company for the Project

• “CNBMG” China National Building Material Group Co., Ltd.* ( 中國 建材集團有限公司 ), a wholly state-owned enterprise incorporated in the PRC and the ultimate controlling shareholder of the Company

• “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 nonexecutive directors of the Company

• “Equipment” 12 items of old and unused equipment that are required to be removed in the cold repair and technological transformation of the glass production line of Longhai Company, including cross cutting machine and annealing kiln, etc.

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“Equipment Transfer	the equipment transfer agreement dated 13 December 2017
Agreement”	entered into between Longhai Company and Triumph
	Bengbu, pursuant to which Longhai Company agreed to sell
	and Triumph Bengbu agreed to purchase the Equipment
“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
“International	China Triumph International Engineering Co., Ltd. (中國建
Engineering”	材國際工程集團有限公司), a limited liability company
	incorporated in the PRC and an associate of CNBMG
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Longhai Company”	CLFG Luoyang Longhai Electronic Glass Limited* (洛玻
	集團洛陽龍海電子玻璃有限公司), a limited liability
	company incorporated in the PRC and a wholly-owned
	subsidiary of the Company
“percentage ratio(s)”	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
“Project”	the project in respect of the cold repair and technological
	transformation of the information display ultra-thin substrate
	production line of Longhai Company
“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

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“Triumph Bengbu”

China Triumph Bengbu Engineering and Technology Company Limited* ( 蚌埠凱盛工程技術有限公司 ), a limited liability company incorporated in the PRC, a whollyowned subsidiary of International Engineering and an associate of CNBMG

“%”

per cent

For the purpose of this announcement, the following exchange rate is used: RMB1.00 = HK$1.19

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

Luoyang, the PRC 13 December 2017

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; one non-executive Director: Mr. Xie Jun; 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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