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 PLEDGE OF CERTAIN SHARES BY

THE CONTROLLING SHAREHOLDER

All members of the board of directors of Luoyang Glass Company Limited (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 Rules 13.09 and 13.17 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and 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).

Recently, the Company received a notice on pledge of the shares of the Company from China Luoyang Float Glass Group Co., Ltd* ( 中 國 洛 陽 浮 法 玻 璃 集 團 有 限 責 任 公 司) ("CLFG"), the controlling shareholder (as defined under the Listing Rules) of the Company, particulars of which are announced as follows:

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  1. PURPOSE OF THE SHARE PLEDGE
    CLFG, as the pledgor, and Triumph Science & Technology Co., Ltd.* ( 凱 盛 科 技 集 團 有 限 公 司) ("Triumph Group"), as the pledgee, have entered into the Maximum Amount Share Pledge Agreement, pursuant to which, CLFG shall pledge 16,557,915 domestic shares of the Company held by it to Triumph Group (the "Share Pledge") as the counter guarantee for the provision of guarantee by Triumph Group to, inter alia, the Company and its subsidiaries from 1 January 2017 to 31 December 2026, and the cap of the counter guarantee shall be RMB1,895,570,000. The Share Pledge came into effect on 18 July 2019. From 1 January 2017 to the date of this announcement, details of the guarantee provided by Triumph Group to the Company and its subsidiaries are as follows:

Guarantees relating to the Company

  1. The guarantee made by Triumph Group as guarantor and Bank of China Xigong Sub-branch* ( 中 國 銀 行 西 工 支 行) as lender relating to a total credit of RMB106,860,000 granted to the Company;
  2. The guarantee made by Triumph Group as guarantor and China Everbright Bank Luoyang Branch* ( 中 國 光 大 銀 行 洛 陽 分 行) as lender relating to a total credit of RMB50,000,000 granted to the Company;
  3. The guarantee made by Triumph Group as guarantor and China Construction Bank Luoyang Branch* ( 中 國 建 設 銀 行 洛 陽 分 行) as lender relating to a total credit of RMB49,000,000 granted to the Company;
  4. The guarantee made by Triumph Group as guarantor and Industrial Bank Zhengzhou Branch* ( 興 業 銀 行 鄭 州 分 行) as lender relating to a total credit of RMB100,000,000 granted to the Company;
  5. The guarantee made by Triumph Group as guarantor and Export-Import Bank of China Henan Branch* ( 中 國 進 出 口 銀 行 河 南 省 分 行) as lender relating to a total credit of RMB300,000,000 granted to the Company;
  6. The guarantee made by Triumph Group as guarantor and China Guangfa Bank Shangdu Sub-branch* ( 廣 發 銀 行 商 都 支 行) as lender relating to a total credit of RMB200,000,000 granted to the Company; and
  7. The guarantee made by Triumph Group as guarantor and Bank of Pingdingshan Luoyang Branch* ( 平 頂 山 銀 行 洛 陽 分 行) as lender relating to a total credit of RMB100,000,000 granted to the Company.

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Guarantee relating to Bengbu China National Building Materials Information Display Materials Company Limited* ( 蚌 埠 中 建 材 信 息 顯 示 材 料 有 限 公

  • ) ("Bengbu CNBM Information Display", a wholly-owned subsidiary of the Company)

8. The guarantee made by Triumph Group as guarantor and Suyin Financial Leasing Co., Ltd.* ( 蘇 銀 金 融 租 賃 股 份 有 限 公 司) as lender relating to a total credit of RMB150,000,000 granted to Bengbu CNBM Information Display.

Guarantees relating to CNBM (Hefei) New Energy Co., Ltd.* (中建材(合 肥)新能源有限公司) ("Hefei New Energy", a wholly-owned subsidiary of the Company)

  1. The guarantee made by Triumph Group as guarantor and Industrial Bank Hefei Branch Qingyang Road Sub-branch* ( 興 業 銀 行 合 肥 分 行 青 陽 路 支 行) as lender relating to a total credit of RMB100,000,000 granted to Hefei New Energy;
  2. The guarantee made by Triumph Group as guarantor and Hefei Science & Technology Rural Commercial Bank Qilitang Sub-branch* ( 合 肥 科 技 農 商 行 七 里 塘 支 行) as lender relating to a total credit of RMB150,000,000 granted to Hefei New Energy;
  3. The guarantee made by Triumph Group as guarantor and China Construction Bank Hefei Zhonglou Sub-branch* ( 建 設 銀 行 合 肥 鐘 樓 支 行) as lender relating to a total credit of RMB150,000,000 granted to Hefei New Energy;
  4. The guarantee made by Triumph Group as guarantor and Anhui Xin An Bank Co., Ltd.* ( 安 徽 新 安 銀 行 股 份 有 限 公 司) as lender relating to a total credit of RMB100,000,000 granted to Hefei New Energy;
  5. The guarantee made by Triumph Group as guarantor and Huishang Bank Hefei North Railway Station Sub-branch* ( 徽 商 銀 行 合 肥 站 北 支 行) as lender relating to a total credit of RMB70,000,000 granted to Hefei New Energy; and
  6. The guarantee made by Triumph Group as guarantor and SPD Bank Hefei State Hi-tech Zone Sub-branch* ( 浦 發 銀 行 合 肥 高 新 區 支 行) as lender relating to a total credit of RMB150,000,000 granted to Hefei New Energy.

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Guarantee relating to CNBM (Tongcheng) New Energy Materials Co., Ltd* ( 中 國 建 材 桐 城 新 能 源 材 料 有 限 公 司) ("Tongcheng New Energy", a wholly-owned subsidiary of the Company)

15. The guarantee made by Triumph Group as guarantor and SPD Bank Anqing Branch* ( 浦 發 銀 行 安 慶 市 分 行) as lender relating to a total credit of RMB50,000,000 granted to Tongcheng New Energy.

Guarantees relating to CNBM (Yixing) New Energy Co., Ltd* (中建材(宜興) 新 能 源 有 限 公 司) ("Yixing New Energy", a non-wholly-owned subsidiary of the Company)

  1. The guarantee made by Triumph Group as guarantor and Bank of Jiangsu Co., Ltd. Yixing Sub-branch* ( 江 蘇 銀 行 股 份 有 限 公 司 宜 興 支 行) as lender relating to a total credit of RMB200,000,000 granted to Yixing New Energy;
  2. The guarantee made by Triumph Group as guarantor and Jiangsu Yixing Rural Commercial Bank Fandao Sub-branch* ( 江 蘇 宜 興 農 村 商 業 銀 行 範 道 支 行) as lender relating to a total credit of RMB220,000,000 granted to Yixing New Energy;
  3. The guarantee made by Triumph Group as guarantor and Ping An International Financial Leasing Co., Ltd.* ( 平 安 國 際 融 資 租 賃 有 限 公 司) as lender relating to a total credit of RMB160,000,000 granted to Yixing New Energy;
  4. The guarantee made by Triumph Group as guarantor and Shanghai Pudong Development Bank Co., Ltd. Wuxi Branch* ( 上 海 浦 東 發 展 銀 行 股 份 有 限 公 司 無 錫 分 行) as lender relating to a total credit of RMB50,000,000 granted to Yixing New Energy; and
  5. The guarantee made by Triumph Group as guarantor and China Everbright Bank Company Limited Wuxi Branch* ( 中 國 光 大 銀 行 股 份 有 限 公 司 無 錫 分 行) as lender relating to a total credit of RMB80,000,000 granted to Yixing New Energy.

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  1. PARTICULARS OF THE SHARE PLEDGE
    1. Pledgor: CLFG
      Pledgee: Triumph Group
    2. CLFG and Triumph Group have completed the procedures for the Share
      Pledge with China Securities Depository and Clearing Corporation Limited* ( 中 國 證 券 登 記 結 算 有 限 責 任 公 司) with 18 July 2019 as the registration date of the pledge. The term of the pledge shall commence from the registration date of the Share Pledge and end on the date when all the creditor's rights guaranteed during the term stipulated under the pledge agreement are fulfilled. The shares under the Share Pledge were 16,557,915 domestic shares not subject to trading moratorium, representing 14.38% of the total shares held by CLFG and 2.96% of the total share capital of the Company.
    3. As at the date of this announcement, CLFG holds 115,115,830 shares in the Company, representing 20.56% of the total share capital of the Company; the accumulated number of shares pledged is 57,557,915, representing 50% of the total shares held by CLFG in the Company and 10.28% of the total share capital of the Company.

CLFG has a good credit standing and the corresponding repayment ability. Triumph Group is the controlling shareholder of CLFG. The Share Pledge will not result in a change in the actual control of the Company, and there is no risk of close position. Investors are advised to pay attention to investment risk.

By order of the Board

Luoyang Glass Company Limited*

Zhang Chong

Chairman

Luoyang, the PRC

19 July 2019

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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HKEx - Hong Kong Exchanges and Clearing Ltd. published this content on 19 July 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 19 July 2019 15:54:06 UTC