RoboSense Technology Co., Ltd — Regulatory Filings 2017

Jan 6, 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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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.

References are made to the announcements of the Company dated 7 September 2016, 14 September 2016, 23 September 2016, 30 September 2016, 20 October 2016, 7 November 2016 and 7 December 2016 respectively in respect of the significant assets restructuring of the Company (the “ Significant Assets Restructuring ”).

As the Company was contemplating a significant event (the “ Event ”), the trading in A shares of the Company has been suspended since 8 September 2016. After discussion and negotiations between the Company and the relevant parties during the period of suspension of trading in A shares of the Company, it has been confirmed that the Event constitutes the Significant Assets Restructuring of the Company.

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As at the date of this announcement, the Significant Assets Restructuring is being advanced. During the period of suspension, the Company has strictly complied with the corresponding approval procedures and information disclosure obligation in accordance with the “Administrative Measures on Significant Assets Restructuring of Listed Companies (2016 revision) (《上市公司重大資產重組管理辦法》(2016年修 訂))”, the “Business Guide of Suspension and Resumption of Trading for Planning of Material Matters of Listed Companies (Shangzhengfa [2016] No. 19) (《上市公司籌 劃重大事項停復牌業務指引》(上證發[2016]19號))” of the Shanghai Stock Exchange (the “ Shanghai Stock Exchange ”) and other relevant regulations.

The specific details of the Significant Assets Restructuring are hereby set out as follows:

I. INTRODUCTION OF THE FRAMEWORK OF THE SIGNIFICANT ASSETS RESTRUCTURING

1. The Major Plan of the Significant Assets Restructuring

1) Information of the target assets

The target assets are the 100% equity interest in CNBM (Hefei) New Energy Company Limited* (中建材（合肥）新能源有限公司) (“ Hefei New Energy ”), 100% equity interest in CNBM (Tongcheng) New Energy Materials Company Limited* (中國建材桐城新能源材料有 限公司) (“ Tongcheng New Energy ”) and 70.99% equity interest in CNBM (Yixing) New Energy Company Limited* (中建材（宜興）新能 源有限公司) (“ Yixing New Energy ”).

2) Major counterparties

The counterparties involved in the transactions are China Luoyang Float Glass (Group) Company Limited* (中國洛陽浮法玻璃集團有 限責任公司) (“ CLFG ”), Hefei High-Tech Construction Investment Group Company* (合肥高新建設投資集團公司), Anhui Huaguang Photoelectricity Materials Technology Group Co., Ltd* (安徽華光光 電材料科技集團有限公司) (“ Huaguang Group ”), Bengbu Design & Research Institute for Glass Industry* (蚌埠玻璃工業設計研究 院) (“ Bengbu Institute ”), China Triumph International Engineering Co., Ltd.* ( 中國建材國際工程集團有限公司 ) (“ International Engineering ”), Triumph Technology Group Company* (凱盛科技 集團公司) (“ Triumph Group ”), Yixing Environmental Technology Innovation Venture Investment Company Limited* (宜興環保科技 創新創業投資有限公司) and GCL System Integration Technology Co., Ltd.* ( 協鑫集成科技股份有限公司 ). As the transactions involve connected parties, the transactions will constitute connected transactions of the Company.

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3) Transaction type and its impact on the Company

The transaction type is acquisition of assets through issuance of shares, and raising of funds. The transactions will not result in any change of control of the Company and will not constitute as a backdoor listing.

The plan of the Significant Assets Restructuring is only a framework plan preliminarily concluded by the relevant parties, the specific details related to the Significant Assets Restructuring and the transaction plan have not yet been finalized, and hence involves uncertainties.

2. Status of the signing of the Framework Agreements for the Significant Assets Restructuring

The Company entered into the “Assets Acquisition by Issuance of Shares Framework Agreement” (collectively, the “ Framework Agreements ”) respectively with the counterparties to the transactions to reach preliminary intention in respect of the Significant Assets Restructuring.

The specific details of the Framework Agreements signed by the Company and the counterparties can be found in the announcement of the Company dated 7 December 2016.

II. THE REASONS FOR CONTINUATION OF SUSPENSION OF TRADING IN A SHARES OF THE COMPANY

The Significant Assets Restructuring involves many parties and internal and external approval procedures. Amongst the counterparties to the Significant Assets Restructuring, Triumph Group, CLFG, Huaguang Group, Bengbu Institute and International Engineering are enterprises either directly or indirectly controlled by China National Building Materials Group Corporation* (中國建材集團有限公 司), a centrally-administered state-owned enterprise. According 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 State-owned Assets Supervision and Administration Commission of the State Council (《國務院國有資產監督 管理委員會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》 (國資發產權[2009]124號))”, the plan of the Significant Assets Restructuring is required to the pre-approved by the State-owned Assets Supervision and Administration Commission of the State Council (the “ SASAC ”) is required. As at the date hereof, the plan of the Significant Assets Restructuring has not yet been pre-approved by the SASAC.

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For the reasons stated above, the plan of the Significant Assets Restructuring is not available for disclosure and trading in A shares of the Company cannot be resumed within 4 months from the suspension of trading in A shares of the Company.

III. REVIEW OPINIONS FROM INDEPENDENT FINANCIAL ADVISOR

Morgan Stanley Huaxin Securities Company Limited (“ Morgan Stanley Huaxin Securities ”), the independent financial advisor for the Significant Assets Restructuring, issued the following review opinions in respect of the continuation of suspension of trading in A shares of the Company in relation to the Significant Assets Restructuring:

“After review, the Company is proactively advancing the work related to the Significant Assets Restructuring and performing its obligation of information disclosure in accordance with the corresponding provisions of the China Securities Regulatory Commission and the Shanghai Stock Exchange. The disclosure on the progress of the Significant Assets Restructuring made by the Company during the period of suspension of trading in A shares of the Company are true. It is required to obtain the pre-approval by the SASAC before the disclosure of the plan of the Significant Assets Restructuring. The continuation of suspension of trading in A shares of the Company is reasonable. According to the work plan of the Company, it is expected that the Company will be able to convene the board meeting to discuss the Significant Assets Restructuring, disclose the plan of the Significant Assets Restructuring and apply to resume trading in A shares of the Company in accordance with the relevant requirements within 5 months from the suspension of trading in A shares of the Company.”

Please refer to specific details of the review opinions from the independent financial advisor in the overseas regulatory announcement of the Company dated 6 January 2017.

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IV. OUTSTANDING WORK AND SPECIFIC SCHEDULE

Outstanding work and preliminary plan are as follows based on the current progress:

1. In January 2017, the Company and the counterparties to the transaction will discuss, revise and improve on the relevant contents of the relevant assets acquisition agreements, performance commitment compensation agreements, undertakings, declarations in relation to the Significant Assets Restructuring.

2. In January 2017, the relevant documents and information will be revised and supplemented on a timely manner in accordance with the requirements of the SASAC, the Securities and Futures Commission of Hong Kong and the Stock Exchange of Hong Kong Limited.

3. By 7 February 2017, the pre-approval opinion of the SASAC will be obtained; the relevant disclosure documents will be considered and approved by the regulatory institutions in Hong Kong; meeting of the board will be convened to discuss the Significant Assets Restructuring.

As the abovementioned schedule is a preliminary arrangement, the actual time to complete the works may differ from the schedule. The Company shall proactively advance the various works so as to make disclosure of the plan of the Significant Assets Restructuring and resume trading in A shares of the Company as soon as practicable.

V. EXPECTED TIME OF RESUMPTION OF TRADING IN A SHARES OF THE COMPANY

In accordance with the provisions of the “Business Guide of Suspension and Resumption of Trading for Planning of Material Matters of Listed Companies (Shangzhengfa [2016] No.19) (《上市公司籌劃重大事項停復牌業務指引》(上 證發[2016]19號))”, upon making an application to the Shanghai Stock Exchange by the Company, the trading in A shares of the Company shall continue to suspend for not more than 2 months from 8 December 2016, it is expected that the plan of the Significant Assets Restructuring will be disclosed and the Company will apply to resume trading in A shares of the Company by 8 February 2017.

During the period of continuation of suspension of trading in A shares of the Company, the Company shall perform its obligation of information disclosure in a timely manner on the basis of the progress of the Significant Assets Restructuring.

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China Securities Journal, Shanghai Securities News, Securities Times, the website of Shanghai Stock Exchange (website: http://www.sse.com.cn), the website of The Stock Exchange of Hong Kong Limited (website: http://www.hkexnews.hk/) and the website of the Company (website: http://www.zhglb.com/) are the designated media for information disclosure by the Company. Related information of the Company published by the above designated media shall prevail. Due to uncertainties of the Significant Assets Restructuring, investors are advised to invest cautiously and pay attention to investment risks.

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

Luoyang, the PRC 6 January 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; 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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