Luoyang Glass : ANNOUNCEMENT IN RELATION TO SHARE BUY-BACKS

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ANNOUNCEMENT IN RELATION TO SHARE BUY-BACKS

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 overseas regulatory announcement of the Company dated 29 April 2019 in relation to its Board resolutions; (ii) the overseas regulatory announcement of the Company dated 30 April 2019 in relation to the compensation scheme for unfulfilled performance commitment in 2018 in respect of the target assets under the significant assets restructuring (the "Performance Compensation Scheme Announcement"); (iii) the circular of the Company dated 30 May 2019 in relation to, among others, its Share Buy-backs (the "Circular"); (iv) the announcement of the Company dated 21 June 2019 in relation to its resolutions on the Annual General Meeting 2018, the 2019 first H Share Class Meeting and the 2019 first A Share Class Meeting, at which the resolutions on the compensation scheme for unfulfilled performance guarantee of Hefei New Energy, Tongcheng New Energy and Yixing New Energy in 2018 and the grant of authorisation to the Board to handle the share repurchase, cancellation, registered capital reduction and other relevant matters, amendments to relevant articles of Articles of Association of the Company in respect of total share capital and equity structure, and the implementation of relevant registration and filing procedures inside or outside the PRC (the "Authorisation") were considered and approved respectively; and (v) the overseas regulatory announcement of the Company dated 21 June 2019 in relation to the creditor notification of the repurchase and cancellation of performance compensation shares and capital reduction. Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the Circular.

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1. SHARE BUY-BACKS
   As approved by China Securities Regulatory Commission (the "CSRC"), the Company completed (i) the acquisition of 100% equity interest in Hefei New Energy from CLFG and Hefei High-Tech; (ii) the acquisition of 100% equity interest in Tongcheng New Energy from Huaguang Group, Bengbu Institute and International Engineering; and (iii) the acquisition of 70.99% equity interest in Yixing New Energy from Triumph Group, Yixing Environmental Technology and GCL System Integration by way of issuing Shares on 18 April 2018. According to the Profit Guarantee Indemnity Agreements (as supplemented by the Supplemental PG Indemnity Agreements) entered by the Company and the Guarantors, if the Target Companies failed to fulfill the Profit Guarantee amount during the Profit Guarantee Period, the Guarantors shall make compensation to the Company under the Profit Guarantee Indemnity Agreements.
   According to the review report on the level of fulfillment of the performance commitment issued by WUYIGE Certified Public Accountants LLP for the Target Companies, the audited net profit after deducting extraordinary profit or loss of Hefei New Energy, Tongcheng New Energy and Yixing New Energy for 2018 are RMB10,848,800, RMB6,972,200, and RMB11,669,100 respectively, all of which have failed to fulfill the Profit Guarantee for the year 2018. According to the formula of profit compensation under the Profit Guarantee Indemnity Agreements, the total number of Shares to be compensated by the Guarantors is 7,400,882, representing 1.32% of the total number of Shares of the Company before the Share Buy-backs. The Company will repurchase the Compensation Shares from the Guarantors at the total consideration of RMB3.00 and cancel such Shares subsequently.
   Pursuant to the Authorisation, the Company has received a written confirmation from the Shanghai Branch of the China Securities Depository and Clearing Corporation Limited in relation to the Share Buy-backs on 10 December 2019, and the aforesaid 7,400,882 Shares repurchased have been transferred to the Company's designated securities account for share repurchase.
   The directors, supervisors, senior management officers, controlling shareholders, de facto controller of the Company and parties acting in concert with it have not traded the Shares of the Company from the date of the Performance Compensation Scheme Announcement to the day prior to the publication of this announcement.

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1. SHARE CANCELLATION ARRANGEMENT AND REGISTERED CAPITAL REDUCTION
   Following the application of the Company, the Company will cancel the repurchased Shares in the Shanghai Branch of the China Securities Depository and Clearing Corporation Limited, and will timely handle the registration procedures for industrial and commercial changes and other related matters.
   Upon completion of the Share cancellation, the total number of Shares of the Company will be changed from 559,797,391 Shares to 552,396,509 Shares, and the registered capital of the Company will also be changed from RMB559,797,391 to RMB552,396,509.

1. CHANGES IN THE SHAREHOLDING
   As a result of the aforementioned Share Buy-backs and cancellation, the changes to the shareholding of the Company are as follows:

		Before the Share Buy-backs	Total	After the Share cancellation
Type of Shares				number of
	Number of	Proportion	Number of	Proportion
	repurchased
		Shares	(%)	Shares	(%)
		Shares
Shares subject to	A Shares	30,001,240	5.36	6,650,608	23,350,632	4.23
trading moratorium
H Shares	0	0	0	0	0
Shares not subject to	A Shares	279,796,151	49.98	750,274	279,045,877	50.51
trading moratorium
H Shares	250,000,000	44.66	0	250,000,000	45.26
Total number of Shares		559,797,391	100.00	7,400,882	552,396,509	100.00

By order of the Board

Luoyang Glass Company Limited*

Zhang Chong

Chairman

Luoyang, the PRC

10 December 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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