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RoboSense Technology Co., Ltd Capital/Financing Update 2021

Sep 15, 2021

50628_rns_2021-09-15_ea3c2780-96c9-4a92-a549-634467f5c7b2.pdf

Capital/Financing Update

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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.

ANNOUNCEMENT ON THE CAPITAL INCREASE IN WHOLLYOWNED SUBSIDIARIES

References are made to the announcement of Luoyang Glass Company Limited* (the “ Company ”) dated 19 August 2021 in relation to results of non-public issuance of A Shares and changes in share capital and the circular of the Company dated 24 February 2021 (the “ Circular ”). Unless otherwise defined, capitalized terms used in this announcement shall have the same meanings as defined in the Circular.

I. SUMMARY OF THE PROCEEDS RAISED AND CAPITAL INCREASE

The non-public issuance of 97,134,531 A shares by the Company was completed on 18 August 2021 (the “ Non-public Issuance of A Shares ”). The number of RMB-denominated ordinary shares (A Shares) issued under the Non-public Issuance of A Shares is 97,134,531 shares, at an issue price of RMB20.59 per share and the aggregate proceeds raised amounted to RMB1,999,999,993.29, and the net proceeds raised amounted to RMB1,983,653,640.01 after deducting issuance costs of RMB16,346,353.28 (excluding the taxes).

The above-mentioned proceeds raised were received on 5 August 2021, and have been audited by WUYIGE Certified Public Accountants LLP* ( 大信會計師事 務所(特殊普通合夥 )), which issued the “Verification Report” (WUYIGE Yan Zi [2021] No. 2–00042) ( 大信驗字 [2021] 第 2–0042 號《驗資報告》).

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The Company has deposited the above-mentioned proceeds raised in a special account. According to the investment plan for the proceeds raised from the Nonpublic Issuance of A Shares, after deducting issuance costs, the net proceeds will be used for the following projects:

Proposed
amount
of proceeds
No. Project name to be utilized Implementation entity
(RMB0’000)
1 CNBM (Hefei) New Energy 60,000 CNBM (Hefei) New
Company Limited* (中 Energy Company
建材(合肥)新能源 Limited*(中建材
有限公司) Project (合肥)新能源有限
of Photovoltaic Cell 公司) (“Hefei New
Packaging Material for Energy”)
Solar Equipment
2 CNBM (Tongcheng) 80,000 CNBM (Tongcheng)
New Energy Materials New Energy
Company Limited* (中國 Materials Company
建材桐城新能源材料 Limited* (中國建
有限公司) Phase I of the 材桐城新能源
Project of Photovoltaic 材料有限公司)
Cell Packaging Material (“Tongcheng New
for Solar Equipment Energy”)
3 Repayment of interest- 58,365.36 The Company
bearing liabilities and
replenishment of working
capital

As Hefei New Energy and Tongcheng New Energy, both being the whollyowned subsidiaries of the Company, are the project implementation entities of the proceeds raised from the Non-public Issuance of A Shares, the Company proposed to increase the capital of Hefei New Energy with the proceeds raised of RMB600,000,000 and increase the capital of Tongcheng New Energy with the proceeds raised of RMB800,000,000. Upon completion of the capital increase, the registered capital of Hefei New Energy will be increased from RMB268,000,000 to RMB868,000,000, and the registered capital of Tongcheng New Energy will be increased from RMB133,388,980 to RMB933,388,980 (the “ Capital Increase ”). Upon completion of Capital Increase, Hefei New Energy and Tongcheng New Energy will still be the wholly-owned subsidiaries of the Company.

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The Capital Increase has been considered and approved at the Board meeting held on 15 September 2021. The Capital Increase does not constitute a discloseable transaction or a connected transaction under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Hong Kong Listing Rules ”).

II. BASIC INFORMATION OF THE TARGETS OF THE CAPITAL INCREASE

1. Hefei New Energy

Enterprise type: Limited Liability Company Date of 4 March 2011 establishment: Registered capital: RMB268,000,000 Company address: No.601 Changning Avenue, Hi-tech Zone, Hefei City Legal Zhang Rong representative: Scope of business: Research and development, production and sale of solar photovoltaic glass and deep-processing glass; import and export of technologies; investment in enterprises related to the solar photovoltaic industry; import and export of various commodities and technologies of its own and on agency basis.

As at 31 December 2020, the audited total assets and total liabilities, net assets, operating income and net profit of Hefei New Energy in 2020 were RMB1,338,160,500, RMB839,706,900, RMB498,453,600, RMB1,103,173,300 and RMB125,800,500, respectively.

As at 30 June 2021, the total assets, total liabilities, net assets, operating income and net profit of Hefei New Energy were RMB1,622,010,400, RMB1,044,882,400, RMB577,128,000, RMB507,789,000 and RMB78,674,400, respectively.

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2. Tongcheng New Energy

Enterprise type: Limited Liability Company Date of 24 December 2010 establishment: Registered capital: RMB133,388,980 Company address: North Third Road, Tongcheng Economic and Technological Development Zone, Anqing City, Anhui Province Legal Zhang Rong representative: Scope of business: Research and development, production and sale of solar photovoltaic, solar thermal material, modules and auxiliary products material; import and export of products and technologies of its own and on agency basis (other than those restricted or prohibited by the state).

As at 31 December 2020, the audited total assets, total liabilities, net assets, operating income and net profit of Tongcheng New Energy in 2020 were RMB773,906,300, RMB436,243,500, RMB337,662,800, RMB466,012,800, and RMB88,468,000, respectively.

As at 30 June 2021, the total assets, total liabilities, net assets, operating income and net profit of Tongcheng New Energy were RMB1,257,142,700, R M B 8 7 7 , 2 7 7 , 1 0 0 , R M B 3 7 9 , 8 6 5 , 6 0 0 , R M B 3 0 8 , 7 3 3 , 2 0 0 a n d RMB42,202,700, respectively.

III. PURPOSE OF THE CAPITAL INCREASE AND IMPACT ON THE COMPANY

The Capital Increase is to further improve the capital structure of Hefei New Energy and Tongcheng New Energy, and is conducive to ensuring the completion of the two projects of photovoltaic cell packaging material for solar equipment and putting into operation as soon as possible and achieving expected benefits. The use of proceeds is implemented through the capital increase to the whollyowned subsidiaries by the Company, which does not involve any change or disguised change in the investment trend of the proceeds raised, and is in line with the plan for the use of proceeds raised, the business development objectives of the Company and the interests of all Shareholders.

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IV. PROCEDURES FOR THE CONSIDERATION OF THE CAPITAL INCREASE

The Company convened the ninth session of the Board meeting on 15 September 2021, at which the Resolution on the Capital Increase in CNBM (Hefei) New Energy Co., Ltd.* and the Resolution on the Capital Increase in CNBM (Tongcheng) New Energy Materials Co., Ltd.* were considered and approved, agreeing that the Company increases the capital of Hefei New Energy and Tongcheng New Energy, the wholly-owned subsidiaries of the Company, with the proceeds from the Non-public Issuance of A Shares for the purpose of the implementation of investment projects funded by the proceeds raised. The Capital Increase does not constitute a discloseable transaction or a connected transaction under the Hong Kong Listing Rules.

As the amount of the Capital Increase exceeds 50% of the latest audited net assets of the Company, the Capital Increase to the wholly-owned subsidiaries is subject to the approval at the general meeting of the Company. A notice of the general meeting containing, among other things, the Capital Increase, will be despatched to the Shareholders of the Company in due course.

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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