RoboSense Technology Co., Ltd — Share Issue/Capital Change 2021

Sep 15, 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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ANNOUNCEMENT ON THE CHANGES OF REGISTERED CAPITAL OF THE COMPANY, AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND AMENDMENTS TO THE RULES OF PROCEDURE FOR GENERAL MEETINGS

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 the false information, misleading statements or material omissions in this announcement.

References are made to (i) the circular of the Company dated 24 February 2021 in relation to the Non-public Issuance of A Shares (the “ Circular ”); (ii) the announcement of the Company dated 12 March 2021 in relation to the resolutions on the 2021 second Extraordinary General Meeting, the 2021 first H Shareholders’ Class Meeting and the 2021 first A Shareholder’s Class Meeting; (iii) the announcement of the Company dated 19 August 2021 in relation to the results of Non-public Issuance of A Shares and changes in share capital (the “ Announcement ”). Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the Circular.

The Company convened the 39th meeting of the ninth session of the Board on 15 September 2021, at which the resolution on the changes of the registered capital of the Company and the corresponding amendments to the articles of the Articles of Association, the resolution on the proposed amendments to the Articles of Association and the resolution on the amendments to the Rules of Procedure for General Meetings were considered and approved.

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I. CHANGES OF THE REGISTERED CAPITAL OF THE COMPANY AND CORRESPONDING AMENDMENTS TO THE ARTICLES OF THE ARTICLES OF ASSOCIATION

As stated in the Announcement, the Company completed the procedures for registration and custody and restrictions on sale relating to the newly issued 97,134,531 shares under the Non-public Issuance of A Shares at China Securities Depository and Clearing Corporation Limited Shanghai Branch on 18 August 2021, and received the Changes in Securities Registration Certificate issued by China Securities Depository and Clearing Corporation Limited Shanghai Branch on 19 August 2021.

According to the results of the Non-public Issuance of A Shares of the Company, the total share capital of the Company was changed from 548,540,432 shares to 645,674,963 shares, and the registered capital of the Company was changed from RMB548,540,432 to RMB645,674,963.

The authorisation to the Board and its authorised persons to have the full authority to handle matters such as amendments to the relevant articles of the Articles of Association, the increase in registered capital and industrial and commercial change registration in accordance with the results of the Non-public Issuance of A Shares (the “ Authorisation ”) was approved at the 2021 second Extraordinary General Meeting, the 2021 first A Shareholders’ Class Meeting and the 2021 first H Shareholder’s Class Meeting of the Company convened on 12 March 2021. Therefore, according to the Authorisation, the amendments to the Articles of Association in accordance with the results of the Non-public Issuance of A Shares will not be required to be submitted to the consideration and approval at the general meeting.

The amendments to the Articles of Association of the Company (the “ Articles of Association ”) are as follows:

Original 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 548,540,432.

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 57.14% of the total number of ordinary shares that can be issued by the Company.

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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 31.8% of the total number of ordinary shares of the Company.

Upon the completion of 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 was 526,766,875 in February 2016, in which the promoter held 174,018,242 ordinary shares, accounting for approximately 33.04% of the total number of ordinary shares of the Company.

The promoter transferred its 69,000,000 ordinary shares in the Company to Bengbu Glass Industry Design and Research Institute* ( 蚌埠玻璃工業 設計研究院 ) (now renamed as (CNBM) Bengbu Design & Research Institute for Glass Industry Co., Ltd* ( 中建材蚌埠玻璃工業設計研究院有限 公 司 )) by agreement in October 2016, thereafter, the promoter held 105,018,242 ordinary shares, accounting for approximately 19.94% of the total number of ordinary shares of the Company.

After the Company completed the issuance of shares for asset acquisition in April 2018, the total number of issued ordinary shares of the Company was 559,797,391, in which the promoter held 115,115,830 ordinary shares, accounting for approximately 20.56% of the total number of ordinary shares of the Company.

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Following the implementation and completion of the buy-backs and cancellation of the compensation shares for the 2018 performance guarantee in relation to significant asset restructuring by the Company in December 2019, the total number of issued ordinary shares of the Company was 552,396,509, in which the promoter held 112,614,918 ordinary shares, accounting for approximately 20.39% of the total number of ordinary shares of the Company.

Following the implementation and completion of the buy-backs and cancellation of the compensation shares for the 2019 performance guarantee in relation to significant asset restructuring by the Company in November 2020, the total number of issued ordinary shares of the Company was 548,540,432, in which the promoter held 111,195,912 ordinary shares, accounting for approximately 20.27% of the total number of ordinary shares of the Company.

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 645,674,963 .

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 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 31.8% of the total number of ordinary shares of the Company.

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Upon the completion of 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 was 526,766,875 in February 2016, in which the promoter held 174,018,242 ordinary shares, accounting for approximately 33.04% of the total number of ordinary shares of the Company.

The promoter transferred its 69,000,000 ordinary shares in the Company to Bengbu Glass Industry Design and Research Institute* ( 蚌埠玻璃工業 設計研究院 ) (now renamed as (CNBM) Bengbu Design & Research Institute for Glass Industry Co., Ltd* ( 中建材蚌埠玻璃工業設計研究院有限 公 司 )) by agreement in October 2016, thereafter, the promoter held 105,018,242 ordinary shares, accounting for approximately 19.94% of the total number of ordinary shares of the Company.

After the Company completed the issuance of shares for asset acquisition in April 2018, the total number of issued ordinary shares of the Company was 559,797,391, in which the promoter held 115,115,830 ordinary shares, accounting for approximately 20.56% of the total number of ordinary shares of the Company.

Following the implementation and completion of the buy-backs and cancellation of the compensation shares for the 2018 performance guarantee in relation to significant asset restructuring by the Company in December 2019, the total number of issued ordinary shares of the Company was 552,396,509, in which the promoter held 112,614,918 ordinary shares, accounting for approximately 20.39% of the total number of ordinary shares of the Company.

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Following the implementation and completion of the buy-backs and cancellation of the compensation shares for the 2019 performance guarantee in relation to significant asset restructuring by the Company in November 2020, the total number of issued ordinary shares of the Company was 548,540,432, in which the promoter held 111,195,912 ordinary shares, accounting for approximately 20.27% of the total number of ordinary shares of the Company.

Following the implementation and completion of the 2020 non-public issuance of A shares by the Company in August 2021, the total number of the issued ordinary shares of the Company was 645,674,963, in which the promoter held 111,195,912 ordinary shares, accounting for approximately 17.22% of the total number of ordinary shares of the Company.

Original Article 20:

The equity structure of the Company: the number of overseas-listed foreign-invested shares is 250,000,000, representing approximately 45.58% of the total issued ordinary shares of the Company; the number of domestic listed shares is 298,540,432, representing approximately 54.42% of the total issued ordinary shares of the Company.

Amended Article 20:

The equity structure of the Company: the number of overseas-listed foreign-invested shares is 250,000,000, representing approximately 38.72 % of the total issued ordinary shares of the Company; the number of domestic listed shares is 395,674,963 , representing approximately 61.28 % of the total issued ordinary shares of the Company.

Original Article 23:

The Company’s registered capital is RMB548,540,432.

Amended Article 23: The Company’s registered capital is RMB 645,674,963 .

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

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II. O T H E R P R O P O S E D A M E N D M E N T S T O T H E A R T I C L E S O F ASSOCIATION

In accordance with the provisions on investor protection under the Securities Law of the People’s Republic of China which became effective on 1 March 2020, it is proposed to amend the Article 98 of the Articles of Association in relation to collecting voting rights from Shareholders publicly. Therefore, the Company proposes to amend the Articles of Association, and the resolution on the proposed amendments to the Articles of Association has been approved at the Board meeting, but it is subject to the approval by the Shareholders at the extraordinary general meeting.

The specific amendments are as follows:

Original Article 98:

A Shareholder (including proxy) when voting at a general meeting may exercise voting rights in accordance with the number of shares carrying the right to vote and each share shall have one vote. When material issues affecting the interests of minority investors are considered at the general meeting, the votes of minority investors shall be counted separately. The result of separate vote counting shall be disclosed publicly in a timely manner. The Company shall have no voting rights for the shares that it holds, which are not counted in the total number of shares with voting rights attending the general meeting.

T h e B o a r d , i n d e p e n d e n t D i r e c t o r s a n d Shareholders who meet the relevant required conditions may collect voting rights from Shareholders publicly. Information such as specific voting intention shall be disclosed adequately to the Shareholders from whom such voting rights are collected in the process of collection. It is prohibited to collect voting rights from Shareholders by paying consideration or de facto consideration. The Company shall not impose minimum shareholding requirement for the collection of voting rights.

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Amended Article 98:

A Shareholder (including proxy) when voting at a general meeting may exercise voting rights in accordance with the number of shares carrying the right to vote and each share shall have one vote. When material issues affecting the interests of minority investors are considered at the general meeting, the votes of minority investors shall be counted separately. The result of separate vote counting shall be disclosed publicly in a timely manner. The Company shall have no voting rights for the shares that it holds, which are not counted in the total number of shares with voting rights attending the general meeting.

The Board, independent Directors and Shareholders holding more than one percent of the shares with voting rights or investor protection institutions established according to laws, administrative regulations or provisions of the securities regulatory authority under the State Council may act as soliciting parties, by themselves or authorize securities companies and securities service agency, to publicly request Shareholders of the Company to attend the general meeting and exercise the rights of Shareholders such as proposal and voting rights on behalf of them.

Where the rights of Shareholders are solicited in accordance with the requirements of the preceding paragraph, the soliciting parties shall disclose the solicitation documents, and the Company shall cooperate in this regard.

It is prohibited to publicly collect rights from Shareholders by paying consideration or de facto consideration.

The English version of the above articles of the Articles of Association is an unofficial translation of its Chinese version. In the event of any inconsistency, the Chinese version shall prevail.

The above proposed amendments to the Article 98 of the Articles of Association is subject to the consideration and approval of Shareholders at the extraordinary general meeting by way of a special resolution.

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III. AMENDMENTS TO THE RELEVANT ARTICLES OF THE RULES OF PROCEDURE FOR GENERAL MEETINGS OF THE COMPANY

In light of the proposed amendments to the Article 98 of the existing Articles of Association by the Company, the Rules of Procedure for General Meetings of the Company (the “ Rules of Procedure for General Meetings ”) need to be amended accordingly. The specific amendments are as follows:

Original Article 48:

A Shareholder (including proxy) when voting at a general meeting may exercise voting rights in accordance with the number of shares carrying the right to vote and each share shall have one vote. When material issues affecting the interests of minority investors are considered at the general meeting, the votes of minority investors shall be counted separately. The result of separate vote counting shall be disclosed publicly in a timely manner. The Company shall have no voting rights for the shares that it holds, which are not counted in the total number of shares with voting rights attending the general meeting.

T h e B o a r d , i n d e p e n d e n t D i r e c t o r s a n d Shareholders who meet the relevant required conditions may collect voting rights from Shareholders publicly. Information such as specific voting intention shall be disclosed adequately to the Shareholders from whom such voting rights are collected in the process of collection. It is prohibited to collect voting rights from Shareholders by paying consideration or de facto consideration. The Company shall not impose minimum shareholding requirement for the collection of voting rights.

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Amended Article 48:

A Shareholder (including proxy) when voting at a general meeting may exercise voting rights in accordance with the number of shares carrying the right to vote and each share shall have one vote. When material issues affecting the interests of minority investors are considered at the general meeting, the votes of minority investors shall be counted separately. The result of separate vote counting shall be disclosed publicly in a timely manner. The Company shall have no voting rights for the shares that it holds, which are not counted in the total number of shares with voting rights attending the general meeting.

The Board, independent Directors and Shareholders holding more than one percent of the shares with voting rights or investor protection institutions established according to laws, administrative regulations or provisions of the securities regulatory authority under the State Council may act as soliciting parties, by themselves or authorize securities companies and securities service agency, to publicly request Shareholders of the Company to attend the general meeting and exercise the rights of Shareholders such as proposal and voting rights on behalf of them.

Where the rights of Shareholders are solicited in accordance with the requirements of the preceding paragraph, the soliciting parties shall disclose the solicitation documents, and the Company shall cooperate in this regard.

It is prohibited to publicly collect rights from Shareholders by paying consideration or de facto consideration.

The resolution on the amendments to the Rules of Procedure for General Meetings has been approved at the Board meeting, but it is subject to the approval by the Shareholders at the extraordinary general meeting.

The English version of the above article of the Rules of Procedure for General Meetings is an unofficial translation of its Chinese version. In the event of any inconsistency, the Chinese version shall prevail.

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EXTRAORDINARY GENERAL MEETING

The extraordinary general meeting will be convened for the purposes of seeking for the Shareholders’ approval for, among other things, the proposed amendments to the Articles of Association and the proposed amendments to the Rules of Procedure for General Meetings. At the extraordinary general meeting, votes will be taken by poll.

GENERAL

A notice of the extraordinary general meeting and a circular containing, among others, details of the proposed amendments to the Articles of Association and the proposed amendments to Rules of Procedure for General Meetings, will be despatched to the Shareholders as soon as practicable.

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

Luoyang, the PRC 15 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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