RoboSense Technology Co., Ltd — M&A Activity 2021

Sep 23, 2021

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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INSIDE INFORMATION

ANNOUNCEMENT IN RELATION TO THE ENTERING INTO OF COOPERATIVE INTENT 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.

This announcement is made by the Company pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and the Inside Information Provisions (as defined under the Listing Rules) under Part XIVA of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

The Board is pleased to announce that the Company entered into the Cooperative Intent Agreement (the “ Cooperative Intent Agreement ”) with Taiwan Glass China Holding Ltd.* ( 台灣玻璃中國控股有限公司 ) (“ Taiwan Glass China Holding ”) on 23 September 2021. Pursuant to the Cooperative Intent Agreement, Taiwan Glass China Holding agreed to transfer the equity interest of its wholly-owned subsidiary, TG Fujian Photovoltaic Glass Co., Ltd.* ( 台玻褔建 光伏 玻璃有限公司 ) (“ TG Fujian ”), to the Company (the “ Equity Transfer ”). The Company and Taiwan Glass China Holding intended to commence cooperation in respect of the Equity Transfer.

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COOPERATIVE INTENT AGREEMENT

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

Date:

23 September 2021

• Parties: (1) The Company (as an intended transferee); and

  • (2) Taiwan Glass China Holding (as an intended transferor)

(collectively, the “ Parties to the Agreement ”)

Major contents of the cooperation

• (1) The Company intended to acquire the equity interest of TG Fujian, and the Parties to the Agreement intended to commence cooperation in respect of the abovementioned Equity Transfer.

• (2) Taiwan Glass China Holding shall procure the satisfaction of the Company’s requirements in relation to the assets and liabilities of TG Fujian.

• (3) The Company shall, at its discretion, appoint intermediaries and professional personnel to conduct audit, valuation as well as legal and business due diligence on TG Fujian. The benchmark dates of audit and valuation will be determined separately. Taiwan Glass China Holding shall procure TG Fuijian to provide maximum cooperation on the audit, valuation and due diligence, including but not limited to providing all true, complete and accurate information and documents, and provide all reasonable convenience for smooth completion of audit, valuation, legal and business due diligence and other work.

• (4) The consideration of the Equity Transfer of TG Fujian shall be determined based on the asset valuation results filed by the competent authority of the Company. The relevant parties will duly enter into a separate equity transfer agreement at that time.

Conditions for agreement to come into effect

The Cooperative Intent Agreement shall come into effect upon the satisfaction of all of the following conditions:

• (1) the Cooperative Intent Agreement has been signed by the legal representatives or authorized representatives of the Parties to the Agreement, and sealed with their respective official seals; and

• (2) the Cooperation Intent Agreement has been approved by the competent authority of both parties.

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The Cooperative Intent Agreement is merely the intention of cooperation of the Parties to the Agreement. The obligations of the Parties to the Agreement to perform the Cooperative Intent Agreement shall arise based on the formal transaction agreement to be entered into by the relevant parties.

INFORMATION ABOUT THE COMPANY, TAIWAN GLASS CHINA HOLDING AND TG FUJIAN

The principal activities of the Company are production and sale of information display glass and new energy glass. The scope of business includes development, production, manufacture and installation of information display glass, new energy glass, photoelectric material for functional-glass category and its highly-processed products and components, relevant materials, mechanical whole-set equipment and its electric appliances and accessories, relevant technical consultancy and technical services, as well as sales and after-sales services of self-produced products.

Taiwan Glass China Holding is a holding company established by Taiwan Glass Industry Corporation* ( 台灣玻璃工業股份有限公司 ) for re-investment in Mainland China through a third place. To the best knowledge, information and belief of the Directors, having made all reasonable enquiries, Taiwan Glass China Holding and its ultimate beneficial owners are independent third parties independent of the Company and its connected persons.

TG Fujian is a limited liability company incorporated under the PRC law, whose principal business is the production of high-quality photovoltaic glass and sale of self-produced products; assembly of new energy vehicle electrical and electronic control systems and the wholesale of batteries. (Import and export of the above commodities do not involve state-operated trade, import and export quota licenses, export quota tenders, export licenses and other special management of commodities) (items subject to approval in accordance with the law, and commencement of business activities subject to approval of the relevant departments).

According to the 2020 auditor’s report of TG Fujian, its total assets are RMB773,993,952.69, total liabilities are RMB884,470,719.15, operating income is RMB193,655,341.69, and net profit is RMB13,845,961.07.

EFFECT OF THE ENTERING INTO OF THE COOPERATIVE INTENT AGREEMENT ON THE COMPANY

The Cooperative Intent Agreement entered into is a document of intent for the Company and Taiwan Glass China Holding to jointly initiate the relevant matters of Equity Transfer of TG Fujian. The Company will use it as a base to actively take forward relevant work.

Completion of the abovementioned Equity Transfer will be conducive to further optimizing the overall layout of photovoltaic glass business sector and improving the capability of market coverage of products by the Company.

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GENERAL INFORMATION AND RISK WARNING

The entering into of the Cooperative Intent Agreement is a preliminary agreement reached between the Parties to the Agreement in respect of the matters of the Equity Transfer in the early stage of negotiation. The agreement is a document of intent for jointly and actively promoting the commencement of relevant work by the Parties to the Agreement. The conclusion of formal transaction of equity interests shall be effective upon completion of relevant decision-making procedures and entering into of a legal binding equity transfer agreement. There are uncertainties as to whether a binding agreement could be reached, whether the binding agreement reached is consistent with the contents of the Cooperative Intent Agreement and the specific effect of the implementation.

The Company shall perform its information disclosure obligations in a timely manner based on the progress of the Equity Transfer. Investors are kindly advised to pay attention to the investment risks.

If the transaction under the Cooperative Intent Agreement is finalized, it is expected to constitute as a discloseable transaction of the Company under the Listing Rules. The Company will make separate announcement(s) under the Listing Rules as and when appropriate.

Since the entering into of the Cooperative Intent Agreement may or may not result in the entering into of a formal agreement, the specific matters on the transactions contemplated thereunder are subject to further negotiation and the entering into of a formal agreement. Shareholders and potential investors of the Company are advised to exercise caution when dealing in the securities of the Company.

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

Luoyang, the PRC 23 September 2021

As at the date of this announcement, the Board comprises five executive Directors: Mr. Zhang Chong, Mr. Xie Jun, Mr. Ma Yan, Mr. Wang Guoqiang and Mr. Zhang Rong; two non-executive Directors: Mr. Ren Hongcan and Mr. Chen Yong; and four independent non-executive Directors: Mr. Jin Zhanping, Mr. Ye Shuhua, Mr. He Baofeng and Ms. Zhang Yajuan.

• For identification purposes only

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