RoboSense Technology Co., Ltd — AGM Information 2006

May 16, 2006

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(A joint stock limited company incorporated in the People’s Republic of China)

(Stock Code: 1108)

Notice of 2005 Annual General Meeting

NOTICE IS HEREBY given that the 2005 Annual General Meeting of Luoyang Glass Company Limited (the “Company”) will be held at the Conference Room of the Company on 1st Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the People’s Republic of China (the “PRC”) at 9:00 a.m. on 30 June 2006 for the following purposes:

A. MATTERS TO BE APPROVED BY WAY OF ORDINARY RESOLUTIONS:

1. to consider and approve the report of the Board of Directors of the Company for the year 2005;

2. to consider and approve the report of the Supervisory Committee of the Company for the year 2005;

3. to consider and approve the financial report of the Company for the year 2005;

4. to consider and approve the Company’s profit distribution plan for the year 2005;

In accordance with the PRC accounting standards, the Company recorded consolidated net profit of RMB4.95 million for 2005. Based on the surplus reserve of RMB0.23 million appropriated for 2005 and the consolidated accumulated losses of RMB973.66 million at the beginning of the year, the Company’s consolidated accumulated losses amounted to RMB968.94 million. In accordance with International Financial Reporting Standards, the Group recorded net profit of RMB9.66 million for 2005. Based on the surplus reserve of RMB0.23 million appropriated for 2005 and the consolidated accumulated losses of RMB936.97 million at the beginning of the year, the Group’s accumulated losses amounted to RMB927.54 million. Therefore, the Company did not propose to distribute dividend for 2005 or convert capital reserve to shares.

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1. to consider and approve the proposal for utilisation of surplus reserve to recover loss;

The Company determined to utilise its surplus reserve as at 31 December 2005, which is available for recovery of outstanding accumulated losses, to recover the Company’s accumulated losses. The arrangement is designed to improve the public’s understanding of the Company’s financial statements and to give a true view of its financial position and operations, which is in accordance with the provision “To utilise capital reserve to recover losses” in the Company Law and other requirements including “Source, Procedures and Information Disclosure regarding Loss Recovery” (Ji Zi [2001] No. 16 circular) issued by China Securities Regulatory Commission (“CSRC”).

Details of the recovery plan are:

As audited by KPMG Huazhen, the Company’s accumulated losses as at 31 December 2005 was RMB968.94 million and the surplus reserve was RMB225.36 million. After deducting statutory public welfare fund of RMB55.66 million, the surplus reserve available for recovery of outstanding accumulated losses was RMB169.70 million.

After the said recovery, the balance of surplus reserve will be RMB55.66 million (represent statutory public welfare fund), and the balance of accumulated losses will amount to RMB799.24 million.

B. MATTERS TO BE APPROVED BY WAY OF SPECIAL RESOLUTION:

1. to consider and approve the proposed amendments to certain articles of the Articles of Association of the Company.

These Articles of Association of the Company (“Articles of Association” or “Articles”) are proposed to be amended with reference to the Guide to Articles of Association of Listed Companies (2006 revised) 《上市公司章程指引（2006 年修訂）》 issued by China Securities Regulatory Commission (“CSRC”) in compliance with the State Council’s Special Regulations on Issuing Shares and Listing Overseas of Joint Stock Limited Companies (《國務院關於股份 有限公司境外募集股份及上市的特別規定》) and the Mandatory Provisions for Articles of Association of Companies Listed Overseas (《到境外上市公 司章程必備條款》) that:

Original Article 9 be amended as:

Article 9 The Company may invest in other companies with limited liability and joint stock limited companies, to which the Company shall be liable to the extent of the amount of capital contribution.

Upon approval of competent authorities authorised by the State Council, the Company may operate in a way as prescribed in Section 15 of the Company Law having regard to its operational and management requirements.

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Original Article 24 be amended as:

• Article 24 The Company may, based on its operation and business requirements, approve an increase in its capital in accordance with the relevant provisions of the Articles of Association.

The Company may increase its capital in the following manners:

• (i) by offering new shares to investors not particularly designated;

• (ii) by issuing new shares to existing shareholders;

• (iii) by bonus issue of new shares to existing shareholders;

• (iv) by issuing shares non-publicly;

• (v) by transferring capital reserve to share capital;

• (vi) by other methods as permitted by laws and administrative regulations as approved by CSRC.

The increase in the capital of the Company by way of issuing new shares pursuant to the provisions of the Articles of Association shall be implemented in accordance with procedures under relevant laws and administrative regulations of the PRC.

Original Article 28 be amended as:

• Article 28 In the following circumstances, the Company may repurchase its issued shares in accordance with the procedures provided in the Articles of Association and with the approval of relevant governing authorities of the PRC:

• (i) to cancel shares for reducing capital of the Company;

• (ii) to amalgamate with other company which owns shares in the Company;

• (iii) to transfer shares to employees of the Company as incentives;

• (iv) to request the Company to repurchase its shares by the shareholders when they cast votes against the proposal for merger or demerger in the general meeting of the Company;

• (v) other circumstances which are permitted by laws and administrative regulations.

Repurchase of issued shares in the Company shall be in accordance with Article 29 to 32 of the Articles of Association of the Company.

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Original Article 29 be amended as:

• Article 29 The Company may, with the approval of the relevant governing authorities of the PRC for repurchasing its shares, conduct the repurchase in one of the following ways:

• (i) making a pro rata general offer of repurchase to all of its shareholders;

• (ii) repurchase shares through public dealing on a stock exchange;

• (iii) repurchase by an off-market agreement;

• (iv) other means permitted by CSRC.

Original Article 31 be amended as:

• Article 31 After the repurchase of shares by the Company according to laws, the Company shall cancel the shares repurchased within the period prescribed by laws and administrative regulations and shall apply to the original company registration authority for registration of alteration of its registered capital.

The registered capital of the Company shall be diminished by the total nominal value of the shares so cancelled.

The Company’s purchase of its own shares for any of the reasons as mentioned in items (i) to (iii) of Article 28 shall be subject to a resolution to be passed at the shareholders’ general meeting. After the Company purchases its own shares pursuant to Article 24, it shall, under the circumstance as mentioned in item (i), write them off within 10 days after the purchase; while under either circumstance as mentioned in item (ii) or (iv), transfer them or write them off within 6 months.

The shares purchased by the Company in accordance with item (iii) of Article 28 shall not exceed 5% of the total issued shares of the Company. The fund to finance the share purchase shall be expensed out of the Company’s profit after taxation. The shares purchased by the Company shall be transferred to its employees within 1 year.

A new chapter be added as Chapter 5 “Share Transfer”

• Article 33 The Company’s shares can be lawfully transferred.

• Article 34 The Company does not accept shares as the subject of pledge.

• Article 35 During their tenure, directors, supervisors and the senior management of the Company shall report to the Company their shareholdings in the Company and changes therein and shall not transfer more than 25% per year of the total number of shares held by them; The aforesaid persons shall not transfer the shares held by them within 6 months from the date on which their resignation comes into effect.

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• Article 36 Any gains from sale of shares in the Company by any director, supervisor, senior management members or shareholders holding 5% or more of the shares in the Company within six months after their purchase of the same, and any gains from purchase of shares in the Company by any of the aforesaid parties within 6 months after sale of the same shall be disgorged and paid to the Company. The Board of Directors of the Company shall forfeit such gains from the abovementioned parties, except that the six-month time limit for sale of such shares shall not apply to a securities company holding 5% or more of the shares in the Company as a result of its purchase of remaining shares offered under an underwriting obligation.

Should the Board of Directors of the Company fail to comply with the requirements set out in the preceding paragraph, a shareholder shall have the right to request the Board of Directors to effect the same within 30 days. Should the Board of Directors fail to do so within the said time limit, a shareholder shall have the right to initiate proceedings in the People’s Court directly in his own name for the interests of the Company.

Should the Board of Directors of the Company fail to comply with the requirements set out in the first paragraph, the responsible director(s) shall assume joint and several liabilities under laws.

Original Article 50 be amended as:

• Article 54 Holders of ordinary shares of the Company shall have the rights:

• (i) to claim dividends and distribution of profits in any other form in proportion to the number of shares held;

• (ii) to file a petition according to laws, to convene, hold and attend and to appoint proxy to attend shareholders’ general meetings and to vote thereat;

• (iii) to supervise and manage the business activities of the Company and to put forward proposals and raise inquiries;

• (iv) to transfer, donate or pledge shares in accordance with laws, administrative regulations and the Articles of Association (transfer of overseas listed foreign shares shall be subject to the laws and regulations of the listing place);

• (v) to receive information as provided in the Articles of Association, including:

  1. copy of the Articles of Association upon payment of the costs thereof;

  2. upon payment of reasonable charges, the right to inspect and make copies of:

     • (1) all parts of the register of shareholders;

     • (2) biographical particulars of the directors, supervisors, managers and other senior management member of the Company, including:

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  - (a) present and former forename and surnames and any aliases;

  - (b) principal address (residential);

  - (c) nationality;

  - (d) occupation and all other part-time occupation and positions;

  - (e) identification documents and its number.

• (3) state of the share capital of the Company;

• (4) reports showing the total nominal value and number of shares repurchased by the Company since the end of the last financial year, quantity, the highest and the lowest price paid and the aggregate amount paid by the Company in respect of each class of its shares repurchased;

• (5) minutes of the shareholders’ general meetings.

• (vi) to be informed of and participate in the significant events of the Company provided by laws, administrative regulations and the Articles of Association;

• (vii) to protect their legal interests according to laws and administrative regulations by way of initiating civil litigations or other legal actions. If a resolution of a shareholders’ general meeting or a meeting of the board of directors is in violation of any law, administrative regulation, the shareholders are entitled to request the People’s Court to invalidate it. If the procedures for calling a shareholders’ general meeting, or meeting of the board of directors, or the way of voting, is in violation of any law, administrative regulation or these Articles, or if a resolution is in violation of these Articles, the shareholders may, within 60 days from the day when the resolution is made, request the People’s Court to revoke it. Any director or senior management member who violates any laws, administrative regulations or these Articles during the course of performing his duties shall be held liable for compensation to any loss caused to the Company, in which case the shareholder(s) of the Company individually or jointly holding 1% or more of the total shares of the Company for a period of consecutive 180 days or more may request in writing the supervisory committee to initiate a lawsuit in the People’s Court. Should any supervisor violates any laws, administrative regulations, or these Articles during the course of performing his duties and cause a loss to the Company, the shareholders may request in writing the board of directors to initiate a lawsuit in the People’s Court. If the

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supervisory committee or the board of directors refuses to lodge a lawsuit after receiving such written request of shareholders or fails to initiate a lawsuit within 30 days after receiving the request, or if, in an emergency, the failure to lodge an action immediately will cause unrecoverable damage to the interests of the Company, the foregoing shareholder(s) may, on their own behalf and in their name, directly lodge a lawsuit in the People’s Court. If the legitimate rights and interests of the Company are impaired and any losses are caused to the Company, the foregoing shareholders may initiate a lawsuit in the People’s Court according to the above-mentioned provisions. If any director or senior management member damages the shareholders’ interests by violating any law, administrative regulation or these Articles, the shareholders may lodge a lawsuit in the People’s Court;

• (viii) to participate in the distribution of the residual assets of the Company in proportion to the number of shares held in the event of termination or liquidation of the Company;

• (ix) other rights conferred by laws, administrative regulations and the Articles of Association.

Original Article 51 be amended as:

• Article 55 Holders of ordinary shares of the Company shall assume the following obligations:

• (i) to comply with laws, administrative regulations and these Articles of Association;

• (ii) to pay subscription monies according to the number of shares subscribed and the method of subscription;

• (iii) not to divest the shares other than as provided by laws or regulations;

• (iv) not to abuse their shareholders’ right to prejudice the interests of the Company or other shareholders; not to abuse the independence of the Company as a legal person and the limited liabilities of shareholders to prejudice the interests of creditors of the Company. Shareholders of the Company who abuse their rights as shareholders and cause losses to the Company or other shareholders shall be liable to compensation under the laws. Shareholders of the Company who abuse the Company’s position as a legal person to evade repayment of debts and cause material damage to the interests of its creditors shall be jointly and severally held liable to repayment of debts;

• (v) other obligations imposed by laws, administrative regulations and these Articles of Association.

Shareholders are not liable to make any further contribution to the share capital other than as agreed by the subscriber of the relevant shares on subscription.

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Original Article 52 be amended as:

• Article 56 If a shareholder holding 5% or more of the Company’s shares with voting rights pledges any shares in his possession, he/she shall report the same to the Company in writing on the day when he/she pledges his/ her shares.

Original Article 63 be amended as:

• Article 67 The general meeting may exercise the following functions and powers:

• (i) to decide the Company’s operational guidelines and investment schemes;

• (ii) to elect and re-elect the directors and to determine their remunerations;

• (iii) to elect and re-elect the supervisors from shareholder representatives and to determine their remunerations;

• (iv) to consider and approve the report of the Board of Directors;

• (v) to consider and approve the report of the Supervisory Committee;

• (vi) to consider and approve the Company’s annual budget scheme and budget implementation proposal;

• (vii) to consider and approve the Company’s profit distribution plan and loss recovery plan;

• (viii) to resolve the increase or decrease in registered capital of the Company;

• (ix) to resolve the merger, demerger, dissolution and liquidation of the Company;

• (x) to resolve the issue of bonds by the Company;

• (xi) to resolve the appointment, removal or ceasing of the retaining of the accounting firms;

• (xii) to amend the Articles of Association;

• (xiii) to consider the motions put forward by shareholder(s) representing 5% or more of the Company’s shares with voting rights;

• (xiv) any other matters as required in accordance with the laws, administrative regulations and the Articles of Association;

• (xv) to resolve the appointment or removal of the auditors of the Company;

• (xvi) to consider and approve the guarantees pursuant to Article 67;

• (xvii) to consider the acquisition or disposal of any major assets, the amount of which exceeds 30% of the latest audited total assets of the Company;

• (xviii) to consider the change of use of proceeds from raised capitals;

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• (xix) to consider the adoption of share incentive scheme;

• (xx) to decide on matters which the Board of Directors may be authorised or delegated to deal with by the general meeting.

Article 64 be added:

• Article 68 The following guarantees provided by the Company are subject to approval by the general meeting.

• (i) any guarantee as provided after the total amount of guarantees provided by the Company and its controlling subsidiaries has reached or exceed 50% of the latest audited net assets;

• (ii) any guarantee as provided when the total amount of guarantees provided by the Company has reached or exceed 30% of the latest audited net assets;

• (iii) any guarantee provided in favour of a guaranteed party with an asset to liability ratio exceeding 70%;

• (iv) a single guarantee, the amount of which exceeds 10% of the latest audited net assets;

• (v) any guarantee provided to shareholders, the de facto controller or their respective related parties.

Original Article 66 be amended as:

• Article 71 A forty-five (45) days’ written notice convening the general meeting shall be given to notify shareholders whose names appear in the register of shareholders of the matters proposed to be considered and the date and place of the meeting. Shareholders who intend to attend the meeting shall serve the written reply slip to the Company twenty (20) days prior to the date of the meeting.

General meetings will set meeting venue and be convened by ways of on-site meetings. The Company will also provide online transmission for the convenience of shareholders. Shareholders who attend the meeting in the aforesaid manners shall be deemed as present.

The same voting right can only be exercised by electing to vote at the scene or via internet. In the event that the same voting right has been exercised twice, the result of the first voting shall prevail.

Article 72 be added:

• Article 72 The Company shall engage lawyers to attend the general meeting and advise on the following issues with announcements made thereon:

• (i) Whether or not the convening of the general meeting and its procedures are in compliance with laws, administrative regulations and the Articles of Association;

• (ii) Verification of the validity of the eligibility of attendees and the convenor;

• (iii) Whether or not the voting and the voting results of the meeting is lawful and valid;

• (iv) Legal opinions on other matters on the request of the Company.

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Original Article 68 be amended as:

• Article 73 Motions raised at a general meeting shall meet the following criteria:

• (i) Free of conflicts with the provisions of laws, administrative regulations and Articles of Association, and fall into the business scope of the Company and the terms of reference of the general meeting;

• (ii) With definite topics to discuss and specific matters to resolve;

• (iii) Submitted in writing to the Board of Directors.

When considering a motion at the general meeting, no change will be made thereto. Otherwise, the relevant change shall be treated as a new motion which cannot proceed for voting at the then general meeting.

Articles 76 to 81 be added:

• Article 76 Independent shareholders are entitled to propose to the Board of Directors the convening of an extraordinary general meeting. The Board of Directors shall, in accordance with the laws, administrative regulations and these Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of the extraordinary general meeting within ten (10) days after receiving such proposal from the independent directors.

In the event that the Board of Directors agrees to convene an extraordinary general meeting, the notice of the general meeting shall be issued within five (5) days after the passing of the relevant resolution of the Board of Directors. In the event that the Board of Directors does not agree to convene an extraordinary general meeting, reasons for such disagreement shall be given by way of announcement.

• Article 77 The Supervisory Committee shall be entitled to propose to the Board of Directors the convening of an extraordinary general meeting, provided that such proposal shall be made in writing. The Board of Directors shall, in accordance with the laws, administrative regulations and these Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of an extraordinary general meeting within ten (10) days after receiving such proposal.

In the event that the Board of Directors agrees to convene an extraordinary general meeting, the notice of the general meeting shall be issued within five (5) days after the passing of the relevant resolution of the Board of Directors. Any changes to the original proposal made in the notice requires prior approval of the Supervisory Committee.

In the event that the Board of Directors does not agree to convene an extraordinary general meeting or does not furnish any reply within ten days after receiving such proposal, the Board of Directors shall be deemed as incapable of performing or failing to perform the duty of convening a general meeting, in which case the Supervisory Committee may convene and preside over such meeting on an unilateral basis.

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Article 78 Shareholders individually or collectively holding 10% or more of the Company’s shares shall be entitled to propose to the Board of Directors the convening of an extraordinary general meeting, provided that such proposal shall be made in writing. The Board of Directors shall, in accordance with the laws, administrative regulations and these Articles of Association, furnish a written reply stating its agreement or disagreement to the convening of the extraordinary general meeting within ten (10) days after receiving such proposal.

In the event that the Board of Directors agrees to convene an extraordinary general meeting, the notice of the general meeting shall be issued within five days after the passing of the relevant resolution of the Board of Directors. Any changes to the original proposal made in the notice requires prior approval of the shareholders concerned.

In the event that the Board of Directors does not agree to convene an extraordinary general meeting or does not furnish any reply within 10 days after receiving such proposal, shareholders individually or collectively holding 10% or more of the Company’s shares shall be entitled to propose to the Supervisory Committee the convening of the extraordinary general meeting, provided that such proposal shall be made in writing.

In the event that the Supervisory Committee agrees to convene an extraordinary general meeting, the notice of the general meeting shall be issued within five days after receiving such request. Any changes to the original proposal made in the notice shall require prior approval of the shareholders concerned.

Failure of the Supervisory Committee to issue the notice of the general meeting shall be deemed as failure of the Supervisory Committee to convene and preside over a general meeting, and shareholders individually or collectively holding 10% or more of the Company’s shares for 90 consecutive days or more may convene and preside over the meeting on a unilateral basis.

• Article 79 Where the supervisory committee or shareholders decide(s) to convene the extraordinary general meeting by itself/themselves, it/they shall send out a written notice to the Board, and shall put on the records of the dispatched office of CSRC at the locality of the Company and the stock exchange.

The shareholding of the convening shareholders shall not be lower than 10% prior to the announcement of the resolutions of the general meeting.

The convening shareholder shall submit relevant evidence to the local office of CSRC at the place where the Company is located and the stock exchange(s) upon the issuance of the notice of general meeting and the announcement of the resolutions of the general meeting.

• Article 80 The Board of Directors and the secretary to the Board of Directors shall cooperate with respect to matters relating to a general meeting convened by the Supervisory Committee or shareholders at its/their own discretion. The Board of Directors shall provide the register of shareholders as of the date of record date.

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Article 81 Expenses arising from convening of a general meeting by the Supervisory Committee or shareholders shall be born by the Company.

Original Article 86 be amended as:

• Article 97 Shareholders (including proxies) exercise their voting rights in proportion to their shareholdings with voting rights, and each share entitles the shareholder one voting right upon voting at the general meeting.

The shares held by the Company have no voting rights, and that part of the shareholding is not counted as the total number of shares with voting rights held by shareholders attending the meeting.

Original Article 92 be amended as:

• Article 103 The following matters shall be resolved by a special resolution at a general meeting:

• (i) Increase or reduction of the share capital and issue of shares of any class, stock warrants or other similar securities;

• (ii) Issuance of corporate bonds;

• (iii) Demerger, merger, dissolution and liquidation of the Company;

• (iv) Amendments to the Articles of Association of the Company;

• (v) Any other matters considered by the shareholders at general meeting, and resolved by way of an ordinary resolution, to be of a nature which may have a material impact on the Company and shall be adopted by special resolutions;

• (vi) The purchase or disposal of material assets or any guarantee, the amount of which exceeds 30% of the latest audited total assets of the Company;

• (vii) Share incentive scheme.

Original Article 99 be amended as:

• Article 110 A shareholders’ general meeting shall be convened by the chairman of the board who shall preside as chairman of the meeting. If the chairman of the board cannot attend the meeting for any reasons, the vice chairman shall convene and preside at the meeting as chairman. If the chairman and vice-chairman of the Board fail to attend the meeting, the board of directors may designate a director of the Company to convene and preside at the meeting as chairman on its behalf. If a chairman has not been designated, shareholders attending the meeting may elect a person to act as chairman. If for any reason the shareholders cannot elect a chairman, the shareholder with the greatest number of voting shares present at the meeting whether in person or by proxy shall act as chairman.

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The general meeting convened by the Supervisory Committee shall be presided over by the chairman of the Supervisory Committee. If the chairman of the Supervisory Committee cannot perform or fails to perform his duties, the vice-chairman of the Supervisory Committee shall preside at the meeting. If the vice-chairman cannot perform or fails to perform his duties, the majority of the supervisors shall jointly elect a supervisor to chair the meeting.

Shareholders may convene the meeting themselves and a representative nominated by the convener shall preside over the meeting.

When the shareholders’ general meeting is held and the chairman of the meeting violates these Rules which makes it difficult for the shareholders’ general meeting to continue, a person may be elected at the shareholders’ general meeting to act as the chairman of the meeting, subject to the approval of more than half of the shareholders having the voting rights who are present at the meeting.

Article 116 be added as follows:

Article 116 Before a resolution is voted on at a general meeting, two representatives of the shareholders shall be elected as vote counters and scrutinizers. Any shareholder who is interested in the matter under consideration and proxies of such shareholder shall not participate in vote counting or scrutinizing.

When the shareholders are voting on the motions, lawyers, shareholder representatives and supervisory representatives shall count and scrutinize the votes jointly, and the voting result will be announced forthwith. Voting on the resolutions will be recorded in the minutes of meeting.

Shareholders or their proxies that vote on line shall have the right to check and inspect their voting results through the relevant voting system.

Original Article 125 be amended as:

Article 137 A director shall attend Board meetings in person, or appoint in written other director to attend the meeting on his/her behalf due to his/her absence. The authorities shall be specified in the power of attorney

The director attending the meeting on behalf of the entrusting director shall only exercise the rights within the power of attorney. Should a director neither attend a Board meeting nor appoint another director to attend on his behalf, the said director shall be deemed as waiving his voting rights at the meeting.

A director will be deemed to have failed to perform his duties if he cannot attend the meetings of the board of directors in person twice consecutively nor appointed other directors to attend the meetings on his behalf. The board of directors shall make recommendations to shareholders’ general meetings to replace such director.

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Original Article 221 be amended as:

Article 233 Companies may be merged through merger by absorption or through the establishment of a newly merged entity.

Where there is a merger, the parties to the merger shall enter into a merger agreement, and prepare balance sheets and lists of property. The Company shall notify its creditors within a period of 10 days from the date of the resolution approving the merger and make at least three newspaper announcements of the merger within 30 days of that date. The creditors may request the Company to settle liabilities or provide guarantees in respect thereof within 30 days of the receipt of the above notice or within 45 days after the announcements are made if no such notice is received. No merger shall take place upon failure to settle liabilities or provide guarantees in respect thereof.

After the merger, claims and liabilities of parties to the merger shall be born by the continuous or newly established company.

Original Article 222 be amended as:

Article 234 Properties of a company under a demerger shall be divided accordingly.

Where there is a demerger, the parties to the demerger shall enter into a demerger agreement, and prepare its balance sheet and list of properties. The Company shall notify its creditors within a period of 10 days from the date of the resolution approving the demerger and make at least three newspaper announcements of the demerger within 30 days of that date.

The creditors may request the Company to settle liabilities or provide guarantees in respect thereof within 30 days of the receipt of the above notice or within 45 days after the announcements are made if no such notice is received. No demerger shall be effected in case of failure to settle liabilities or provide guarantees in respect thereof.

Liabilities prior to the demerger shall be borne by the Company after such division pursuant to agreement entered into.

Original Article 223 be amended as:

• Article 235 The creditors may request the Company to settle liabilities or provide guarantees in respect thereof within 30 days of the receipt of the above notice or within 45 days after the announcements are made if no such notice is received. No merger or demerger shall be effected in case of failure to settle liabilities or provide guarantees in respect thereof.

Original Article 225 be amended as:

Article 237 The Company shall be dissolved and liquidated in accordance with relevant laws under situations as follows:

• (i) the shareholders’ meeting resolves to dissolve the Company;

• (ii) dissolution is necessary as a result of a merger or demerger of the Company;

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• (iii) the Company is announced bankrupt according to laws due to its failure to settle liabilities in due;

• (iv) the Company is lawfully ordered to close down due to its violation against laws or administrative regulations;

• (v) the Company has experienced difficulties in business operation and management, and the continuous operation would cause substantial loss to the interest of its shareholders. In the event that this cannot be solved by other methods, shareholders representing 10% or more of the voting rights of the total shareholders of the Company may request the people’s court to dissolve the Company.

Original Article 228 be amended as:

• Article 240 The liquidation committee shall notify creditors within a period of 10 days from the date of its establishment and make at least three newspaper announcements of the liquidation within 60 days of that date.

The creditors may declare their claims to the liquidation committee within 30 days of the receipt of the above notice or within 45 days after the announcements are made if no such notice is received. They shall specify the items to which their rights relate and produce evidence to this effect. Claims shall be registered by the liquidation committee.

Original Article 239 be amended as:

• Article 251 (1) Save for otherwise stipulated in these Articles, the Company shall issue notice, materials or written presentation to shareholders according to registered address of each shareholder, which shall be delivered to shareholders holding registered shares personally or by way of a prepaid letter.

• (2) Should the notice be delivered through the post which has been prepaid and posted at proper address, such notice shall be deemed as sent out and received after five business days of posting.

• (3) Notice, indication, documents, materials or written presentation issued to the Company by shareholders or directors shall be deposited with or sent by registered post to legal address of the Company or registered agent of the Company.

• (4) The delivery of notice, indication, documents, materials or written presentation issued to the Company by shareholders or directors within prescribed period under regular posting situation shall be proved by relevant posting date thereof, and arrival thereof shall be proved by clear address and prepaid mail.

• (5) Newspapers in which announcement shall be published under the Articles shall be those designated or required under relevant laws, administrative regulations or rules.

If an announcement is to be issued to holders of H shares under regulations, such announcement shall be published in designated newspapers in accordance with Publishing on Newspapers as defined in the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited.

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The accidental omission to give notice of a meeting to, or the nonreceipt of notice of a meeting by, any person entitled to receive notice shall not invalidate the meeting and the resolutions passed at the meeting.

By order of the Board Secretary to the Board Cao Mingchun

Luoyuang, 15 May 2006

As at the date of this announcement, the executive Directors are Messrs. Liu Baoying, Zhu Leibo, Zhang Shaojie, Zhu Liuxin, Jiang Hong and Ding Jianluo and the independent non-executive Directors are Zhang Zhanying, Guo Aimin, Xi Shengyang and Dong Chao.

Notes:

1. Holders of the Company’s A Shares who registered in the Shanghai Branch of China Securities Registration and Clearing Corporation Limited, and whose names appear on the register of members maintained by Shanghai Central Securities Registration and Clearing Company at the close of trading at 3:00 p.m. on 31 May 2006, are entitled to attend the Annual General Meeting by presenting their identity cards, share account cards as well as power of attorney and identity cards of proxy(ies) (if applicable) during 8:00 a.m. - 12:00 a.m. and 2:00 p.m. - 5:30 p.m. on 9 June 2006 at the Secretarial Office of the Board of Directors, No. 9, Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC for registration in relation to attending the Annual General Meeting; overseas shareholders of A Shares may fax the copy of the same to the registered address of the Company on or before 9 June 2006.

2. Holders of the Company’s H Shares, whose names appear on the register of members maintained by Hong Kong Registrars Limited at the close of trading at 4:00 p.m. on 31 May 2006, are entitled to attend the Annual General Meeting. The Register of Members of the Company’s H Shares will be closed from 1 June 2006 to 30 June 2006 (both days inclusive), during which period no transfer of H Shares will be effected in order to determine the list of holders of H shares eligible to attend the meeting. All share transfer forms accompanied by the relevant H share certificates must be lodged with the registrar of the Company’s H shares, namely Hong Kong Registrars Limited at Room 1901-1905, 19/ F, Hopewell Centre, 183 Queen’s Road East, Hong Kong by 4:00 p.m. on 31 May 2006.

3. Any shareholders entitled to attend and vote at the meeting may appoint a proxy or proxies (whom need not be a shareholder of the Company) to attend and vote at the meeting. For corporate shareholders, their legal representatives or persons authorized by their board of directors or other decision-making bodies may attend and vote at the general meeting on their behalf.

4. For shareholders who appoint more than one proxy, the voting right shall only be exercised when a poll is taken.

5. The instrument appointing a proxy must be in writing under the hand of the shareholder or his / her attorney duly authorized in writing. For a corporate shareholder, the proxy must be affixed with the common seal or signed by its legal representative or attorney duly authorized in writing. Such attorney in writing shall state number of shares held by the appointer. If the form of proxy is signed by the attorney on behalf of the shareholder, the power of attorney or other authority must be notarially certified. To be valid, the form of proxy, together with a notarially certified copy of the power of attorney or other authorization documents must be delivered to the registered address of the Company not less than 24 hours before the time appointed for the holding of the meeting.

6. Proxies of holders of A shares and H Shares are entitled to attend the Annual general meeting by presenting the share account cards of the principals, proxy forms (if applicable) and their identity cards.

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1. Shareholders and proxies attending the Annual general meeting shall vote for or against on every resolution proposed at the meeting. Any abstemious votes and abstention from voting will not be considered as valid votes when a poll is taken.

2. The Annual general meeting is expected to last for half day. Shareholders and proxies attending the meeting should be responsible for their own traveling and accommodation expenses.

The Company’s registered address is as follows:

Secretarial office of the Board of Directors Luoyang Glass Company Limited No. 9, Tang Gong Zhong Lu, Xigong District Luoyang City, Henan Province The People’s Republic of China Tel: 86-379-63908588 86-379-63908856 Fax: 86-379-63251984 Postal code:471009

REPLY SLIP

To: Luoyang Glass Company Limited (the “Company”)

I/we (note 1) (Name in English): of , is/are the holder(s) of A Shares (shareholder account number) / H Shares (note 2) of RMB1.00 each in the share capital of the Company. Notice is hereby given that I/ we intend to attend or appoint a proxy(ies) to attend the Company’s 2005 Annual General Meeting to be held at the Conference Room of the Company on 1st Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC on 30 June 2006 at 9:00 a.m..

Date:

2006 Signature(s):

Notes:

1. Please insert full name(s) (as shown in the register of members) and registered address in block capitals.

2. Please insert the number of shares and the class of shares registered under your name(s) and delete if inappropriate.

3. The completed and signed reply slip should be delivered to the Secretarial Office of the Company at No.9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC, on or before 9 June 2006 in person, by post, by teletex or by fax. The facsimile number is 86-379-3251984 and the postal code is 471009.

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PROXY FORM FOR USE AT THE ANNUAL GENERAL MEETING

I/We (note 1) of ~~,~~ holder(s): A shares (shareholder account number) / H shares (note 2) of RMB1.00 each in the capital of the Company. I/we hereby appoint the Chairman,or of

(note 3) , to be my/our proxy(ies) to attend the 2005 Annual General Meeting (“AGM”) to be held at the Conference Room of the Company on 1st Floor, No.9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the People’ Republic of China (the “PRC”) at 9:00 a.m. on 30 June 2006 for the purpose of voting in respect of the following resolutions on behalf of me/us according to the following instructions. If no instructions are given, the proxy(ies) may vote at his/their own discretion.

Resolutions	For (note 4)	Against (note 4)
A. Resolutions to be passed by way of ordinary resolution
1. to consider and approve the report of the Board of Directors of the Company for the year 2005;
2. to consider and approve the report of the Supervisory Committee of the Company for the year 2005;
3. to consider and approve the financial report of the Company for the year 2005;
4. to consider and approve the Company’s profit distribution plan for the year 2005;
5. to consider and approve the proposal for utilisation of surplus reserve to recover loss.
B. Resolutions to be passed by way of special resolution
1. to amend part of the articles in the Articles of Association of the Company (please refer to announcement for details)

Date: 2006 Signature(s) (note 5) :

Notes:

1. Please insert full name and address in block capital of shareholders.

2. Please insert the number of shares relevant to this proxy form which are registered under your name. If no number is inserted, this proxy form will be deemed to relate to all the shares of the Company registered under your name.

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1. If a shareholder appoints a proxy other than the Chairman of the meeting, please cross out “the Chairman, or” and insert the name and address of the proxy in the following space. A shareholder may appoint more than one proxy to attend and vote at the meeting on his behalf. A proxy needs not to be a shareholder.

2. Important: If you wish to vote in favour of any resolution, please add a “ ” in the box marked “For”. If you wish to vote against any resolution, please add a “ ” in the box marked “Against”. If no instructions are given, the proxy(ies) may vote at his/their own discretion.

3. This proxy form shall be signed under the hand of you or your attorney duly authorized in writing. If the shareholder is a corporation, the proxy form must be affixed under the common seal or signed by its directors or his attorney duly authorized.

4. This proxy form together with the power of attorney of signatories or other authorization documents (if any), or copies of such power of attorney or authorization documents as notarially certified shall be delivered to the Company’s registered address not less than 24 hours before the time appointed for the holding of the meeting.

5. To be valid, any amendments to this proxy form shall be signed.

6. A proxy intended to attend the meeting shall present his identity card and power of attorney signed or affixed under the common seal (if a shareholder is corporation) with the signature date enclosed.

Please also refer to the published version of this announcement in The Standard / Sing Tao Daily.

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