RoboSense Technology Co., Ltd - AGM Information 2008

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Luoyang Glass Company Limited, you should at once hand this circular to the purchaser or the transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee(s).

The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this circular, makes no representation as to its accuracy or completeness and expressly disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1108)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

A notice of the annual general meeting (the “ AGM ”) of the Company to be held at 9:00 a.m. on 30 June 2008 at the conference room of the Company on 1st Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC is set out on pages 4 to 10 of this circular.

A form of proxy for use in connection with at the AGM is enclosed. Whether or not you are able to attend the AGM in person, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the Company’s registered address at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC, as soon as possible but in any event not less than 24 hours before the time scheduled for the holding of the AGM or any adjournments thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournments thereof should you so wish.

19 May 2008

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Notice of Annual General Meeting 2007 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Appendix I — Proposed Amendments to the Articles of Association. . . . . . . . . . . . . . . . . . . . . . . .	11

— i —

DEFINITIONS

In this circular, the following expressions shall have the meanings set out below unless the content requires otherwise:

“A Shares”	renminbi-denominated domestic shares of nominal value of RMB1.00
	each in the ordinary share capital of the Company;
“AGM”	the annual general meeting of the Company to be held at 9:00 a.m. on 30
	June 2008 at the conference room of the Company on 1st Floor, No. 9 Tang
	Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province,
	the PRC;
“Articles of Association”	the articles of association of the Company;
“Board”	the board of Directors of the Company;
“Company”	Luoyang Glass Company Limited (洛陽玻璃股份有限公司), a joint stock
	limited company incorporated in the PRC whose A Shares and H Shares
	are listed on the Shanghai Stock Exchange and the Stock Exchange
	respectively;
“Directors”	the directors of the Company;
“H Shares”	overseas listed foreign shares in the ordinary share capital of the Company,
	with a nominal value of RMB1.00 each, which are listed on the Stock
	Exchange;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange;
“PRC”	the People’s Republic of China;
“Shareholders”	shareholders of the Company, including holders of A Shares and H Shares;
“Stock Exchange”	the Stock Exchange of Hong Kong Limited.

— ii —

LETTER FROM THE BOARD

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1108)

Executive Directors:

Mr. Gao Tianbao (Chairman) Mr. Xie Jun Mr. Cao Mingchun

Registered address:

No. 9 Tang Gong Zhong Lu Xigong District Luoyang Municipal Henan Province, the PRC

Non-executive Directors:

Mr. Yang Weiping Mr. Shen Anqin

Independent non-executive Directors:

Mr. Zhang Zhanying Mr. Guo Aimin Mr. Xi Shengyang Mr. Ge Tieming

19 May 2008

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Company proposes to amend certain articles of the Articles of Association for the following reasons:

Due to the decline of manufacturing and maintaining industries of corporate seal print machine in Hong Kong, in order to ensure that the stocks of the Company can be sealed with the seal of the Company whilst issuing, Hong Kong Registrars Limited has sent a letter to the Company requiring for amendment to the Articles of Association by incorporating content “The shares shall come into force upon sealing of the corporate seal or sealing by way of printing. Subject to approval and authorization of the Board, the stocks (such as shares and subscription warrant) may be sealed with corporate seal or sealed by way of printing the corporate seal (for reference only).” The Company therefore proposes to make relevant amendments according to the relevant regulations of the Articles of Association.

— 1 —

LETTER FROM THE BOARD

In order to comply with the requirements of Article A.1.3 of the Code on Corporate Governance Practices as set out in Appendix 14 of the Listing Rules, the Company proposes to amend the Articles of Association to revise the time period for notice of convening regular Board meeting to 14 days prior to the meeting.
After amendment of the Company Law of the PRC, regulations regarding company after-tax profit distribution were amended (including allocations to statutory surplus reserve and discretional surplus reserve), and the Articles of Association are proposed to be amended in accordance with the relevant regulations under the Company Law of the PRC.

The purpose of this circular is to provide you with details of the proposed amendments to the articles of the Articles of Association.

Special resolution will be proposed at the AGM to amend the articles of the Articles of Association. The unofficial English translations of each of the proposed amendments to the articles of the Articles of Association are set out in Appendix I to this circular.

RECOMMENDATION

The Board considers that the proposed amendments to the articles of the Articles of Association are fair and reasonable so far as the Shareholders are concerned and are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to consider and vote in favour of the above special resolution at the AGM.

AGM

Special resolution to approve the proposed amendments to the articles of the Articles of Association will be proposed at the AGM. The voting for all the proposed ordinary and special resolutions at the AGM will be taken by a poll.

The AGM is to be held at 9:00 a.m. on 30 June 2008 at the conference room of the Company on 1st Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC, to consider and approve 7 ordinary resolutions and the above special resolution in respect of the amendments to the Articles of Association.

Notice of the AGM was already despatched to the Shareholders on 15 May 2008 and a form of it is set out on pages 4 to 10 of this circular. A proxy form is also enclosed with this circular.

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LETTER FROM THE BOARD

Whether or not you intend to attend the AGM in person, you are requested to complete and return the enclosed proxy form in accordance with the instructions printed thereon to the Company’s registered address at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC, as soon as possible but in any event not less than 24 hours before the time scheduled for the holding of the AGM or any adjournments thereof. Completion and return of the proxy form will not preclude you from attending and voting in person at the AGM or any adjournments thereof should you so wish.

Shareholders of the Company or their proxies who intend to attend the AGM should complete and return the completed and signed reply slip for attendance to the Company at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC, on or before 10 June 2008, in person, by post, by teletex or by fax. The facsimile number is 86-379-63251984 and the postal code is 471009. Please use the enclosed reply slip or its copy for the purpose of confirmation.

An announcement will be made by the Company following conclusion of the AGM to inform Shareholders of the results of the AGM.

Yours faithfully, For and on behalf of the Board

Gao Tianbao Chairman

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NOTICE OF ANNUAL GENERAL MEETING 2007

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1108)

Notice of Annual General Meeting 2007

NOTICE IS HEREBY given that the 2007 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 2008 for considering the following resolutions:

A. ORDINARY RESOLUTIONS:

To consider the report of the Board of Directors of the Company for the year 2007;
To consider the report of the Supervisory Committee of the Company for the year 2007;
To consider the audited financial report of the Company for the year 2007;
To consider the Company’s profit distribution plan for the year 2007;

In accordance with the International Accounting Standards, the net loss attributable to the Company’s shareholders amounted to RMB100.09 million for 2007, adding the loss of RMB750.26 million at the beginning of the year, the accumulated losses amounted to RMB850.35 million.

In accordance with the PRC accounting standards, the Company recorded a net loss of RMB95.34 million for 2007, adding the loss of RMB1,167.41 million at the beginning of the year, the accumulated losses amounted to RMB1,262.75 million. Therefore, the Company did not propose to distribute dividend for 2007 or convert capital reserve to shares capital.

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NOTICE OF ANNUAL GENERAL MEETING 2007

To consider to appoint Mr. Song Jianming as a director of the Fifth Board of Directors of the Company, with a term of office the same as that of the current Board.

Mr. Song Jianming , aged 52, is an engineer with a bachelor degree. He is currently the Deputy General Manager of the Company. Since he joined the Company in 1989, he had successively been the deputy manager and manager of the import and export company of the Company and the manager of the sales company of the Company. Mr. Song is experienced in international trade and marketing.

To consider to appoint Ms. Song Fei as a director of the Fifth Board of Directors of the Company, with a term of office the same as that of the current Board.

Ms. Song Fei , aged 45, is a senior accountant and senior certified consultant with a postgraduate qualification. Ms. Song joined China Luoyang Float Glass (Group) Company Limited (“ CLFG ”) in 1982 and successively held several positions including Vice Head of Auditing Department, Vice Head of Planning and Financial Department of CLFG, Financial Controller of the Processing Company, Head of Planning and Financial Department of CLFG and Assistant Financial Controller of CLFG. Ms. Song has relatively high theoretic level and rich practical experience in corporate financial management and internal auditing. Currently, she also holds the positions including a member of China Association of Chief Accountants, a director of Professional Building Materials Committee of China Accounting Society, a director of Henan Accounting Society, an Assistant Chief Secretary of Henan Metallurgy and Building Materials Financial Society, a member of Henan Chief Accountants Association and a director of Luoyang Accounting Society.

To consider the director remunerations of Mr. Song Jianming and Ms. Song Fei.

The annual remunerations and performance evaluation method for Mr. Song Jianming and Ms. Song Fei, if resolutions 5 and 6 above are approved, are set out as below:

The proposal is:

I. Basic annual salary: RMB160,000 each (before tax)

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NOTICE OF ANNUAL GENERAL MEETING 2007

II. Performance annual salary
payable on 1.5 times of the basic annual salary, conditional upon completion of annual operating targets.
Out-performance bonus (as incentives to members of the Board of Directors):
- (1) bonus being 10% of the out-performed part if the operating targets exceed within 10%;
- (2) bonus being 5% of the out-performed part if the operating targets exceed between 10% and 20%;
- (3) bonus being 3% of the out-performed part if the operating targets exceed more than 20%.
III. Outstanding contribution bonus, as recommended by the Chairman and determined by the Board of Directors.

B. SPECIAL RESOLUTION:

To consider the amendments to certain articles of the Articles of Association of the Company.
(1) Due to decline of manufacturing and maintaining industries of corporate seal print machine in Hong Kong, in order to ensure that the stocks of the Company can be sealed with the seal of the Company whilst issuing, Hong Kong Registrars Limited has sent a letter to the Company, requiring for amendment to the Articles of Association of the Company by incorporating content “The shares shall come into force upon sealing of the corporate seal or sealing by way of printing. Subject to approval and authorization of the Board, the stocks (such as shares and subscription warrant) may be sealed with corporate seal or sealed by way of printing the corporate seal (for reference only).” The Company makes relevant amendments according to the relevant regulations of the Articles of Association of the Company.
(2) In order to comply with the requirements of Article A.1.3 of the Code on Corporate Governance Practices as set out in Appendix 14 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, the Company shall amend the Articles of Association of the Company to revise the time period for notice of convening regular Board meeting of the Company to 14 days prior to the meeting.

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NOTICE OF ANNUAL GENERAL MEETING 2007

(3) After amendment of the Company Law of the PRC, regulations regarding company aftertax profit distribution were amended (including allocations to statutory surplus reserve and discretional surplus reserve), and the Articles of Association of the Company were also amended in accordance with the relevant regulations under the Company Law of the PRC.

The proposed amendments to the Articles of Association of the Company are as follows:

(The English version of the following amendments is an unofficial translation of their Chinese version. In case of any discrepancy between the two versions, the Chinese version shall prevail.)

I. Article 15 of the Articles of Association of the Company shall be amended as:

The issued shares of the Company are shares with nominal value of RMB1.00 each.

The RMB referred to in the preceding paragraph is the legal currency of the People’s Republic of China.

The shares shall be signed by the legal representative of the Company with the Company’ seal. Upon the approval and authorisation by the Board of Directors, the Company’s seal may be printed on the shares.

II. Article 134 of the Articles of Association of the Company shall be amended as:

The meeting of the Board of Directors convened by the Chairman shall be held fourth a year at least, and all the directors shall be notified 14 days before the holding of the meeting.

The Chairman shall convene an extraordinary Board meeting within 3 business days where the following occurs:

(1) The Chairman considers it necessary;
(2) More than one thirds of the directors jointly propose;
(3) The Supervisory Committee proposes;
(4) The General Manager proposes.

In principle, the Board meeting shall be held at the place where the Company is located, but it can be held at other places in China upon the approval by the Board.

The Board meeting shall be held in Chinese and interpreters may provide Chinese/English translation at the meeting when necessary.

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NOTICE OF ANNUAL GENERAL MEETING 2007

III. Article 207 of the Articles of Association of the Company shall be amended as:

The Company’s after-tax profit shall be distributed in the following order:

(1) Compensation of losses;
(2) Transfer to statutory surplus reserve;
(3) Discretionary surplus reserve which may be appropriated upon approval by the general meeting;
(4) Dividends paid to ordinary shares.

The Company shall appropriate 10% of profit after tax to its statutory surplus reserve. In case the Company’s accumulated statutory surplus reserve is more than 50% of its registered capital, such reserve cannot be further appropriated.

Losses shall be recovered by profits in the current year before appropriation of statutory surplus reserve as specified in the preceding paragraph where the Company’s statutory surplus reserve is not enough to recover the losses in the prior year.

IV. Article 209 of the Articles of Association of the Company shall be amended as:

The Company shall not distribute profit to shareholders prior to recovery of losses and appropriation of statutory surplus reserve. The Company’s shares held by the Company shall not be involved in the profit distribution.

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NOTICE OF ANNUAL GENERAL MEETING 2007

V. Article 214 of the Articles of Association of the Company shall be amended as:

The Company’s surplus reserve shall only be used for the following purposes: Recovery of losses, expansion of the corporate production and operation or increase of the Company’s share capital. The Company’s capital reserve shall not be used for recovery of its losses. In case the Company transfers reserves to capital upon approval by the general meeting, a rights issue shall be given to the existing shareholders in the existing percentages or the nominal value shall be increased. However, the retained reserve shall not be less than 25% of the registered capital when the statutory surplus reserve is transferred to capital.

By order of the Board Gao Tianbao Chairman

Luoyang, the PRC 15 May 2008

As at the date of this notice, the Board comprises three executive Directors: Mr. Gao Tianbao, Mr. Xie Jun and Mr. Cao Mingchun, two non-executive Directors: Mr. Yang Weiping and Mr. Shen Anqin, and four independent non-executive Directors: Mr. Zhang Zhanying, Mr. Guo Aimin, Mr. Xi Shengyang and Mr. Ge Tieming.

Notes:

Holders of the Company’s A Shares who registered in the Shanghai Securities Central Clearing and Registration Corporation, 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 30 May 2008, are entitled to attend the AGM 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. to 12:00 a.m. and 2:00 p.m. to 5:30 p.m. on 10 June 2008 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 AGM; overseas shareholders may fax the copy of the same to the registered address of the Company on or before 10 June 2008.
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 30 May 2008, are entitled to attend and vote at the AGM. The Register of Members of the Company’s H Shares will be closed from 2 June 2008 to 30 June 2008 (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. Holders of H shares of the Company who wish to attend the AGM must lodge all share transfer forms accompanied by the relevant H share certificates with the registrar of the Company’s H shares, namely Hong Kong Registrars Limited at Rooms 1901-5, Hopewell Centre, 183 Queen’s Road East, Hong Kong by 4:00 p.m. on 30 May 2008.

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NOTICE OF ANNUAL GENERAL MEETING 2007

Any shareholder entitled to attend and vote at AGM may appoint a proxy or proxies (who need not be a shareholder of the Company) to attend and vote at the meeting on his/her behalf. A proxy of a Shareholder who has appointed more than one proxy may only vote on a poll. A proxy of the Shareholder needs not be a Shareholder.
The principal may appoint a proxy in written form (i.e. through the enclosed proxy form). The proxy form shall be signed by the principal or his attorney as authorised. In case that the proxy form is signed by the attorney of the principal, the power of attorney or other authority must be notarially certified. To be valid, the proxy form, together with a notarially certified copy of the power of attorney or other authorisation documents must be lodged at the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, at the Rooms 1901-5, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 24 hours before the time appointed for holding of AGM or any adjournment thereof.
Shareholders who intend to attend the AGM in person or by proxy should complete and return the signed reply slip for attending the meeting to the registered address of the Company on or before 10 June 2008 personally or by mail or fax.
Shareholders or their proxies shall produce their proofs of identity when attending the AGM. A proxy of shareholder who is appointed to attend the meeting shall produce the proxy form at the same time.
The AGM is expected to last for one day. Shareholders and proxies attending the AGM should be responsible for their own traveling and accommodation expenses.
The Company’s registered address is as follows:

No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, The People’s Republic of China

Postal Code: 471009 Tel: 86-379-63908588 Fax: 86-379-63251984

Completion and return of the proxy form will not preclude shareholders of the Company from subsequently attending and voting in person at the AGM or any adjourned meetings should you so wish.

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APPENDIX I PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The English version of this Appendix is an unofficial translation of its Chinese version. In case of any discrepancy between the two versions, the Chinese version shall prevail.

Amendments to the articles of the Articles of Association are set out as follows:

I. Article 15 of the Articles of Association of the Company shall be amended as:

The issued shares of the Company are shares with nominal value of RMB1.00 each.

The RMB referred to in the preceding paragraph is the legal currency of the People’s Republic of China.

The shares shall be signed by the legal representative of the Company with the Company’s seal. Upon the approval and authorisation by the Board of Directors, the Company’s seal may be printed on the shares.

II. Article 134 of the Articles of Association of the Company shall be amended as:

The meeting of the Board of Directors convened by the Chairman shall be held fourth a year at least, and all the directors shall be notified 14 days before the holding of the meeting.

The Chairman shall convene an extraordinary Board meeting within 3 business days where the following occurs:

(1) The Chairman considers it necessary;
(2) More than one thirds of the directors jointly propose;
(3) The Supervisory Committee proposes;
(4) The General Manager proposes.

In principle, the Board meeting shall be held at the place where the Company is located, but it can be held at other places in China upon the approval by the Board.

The Board meeting shall be held in Chinese and interpreters may provide Chinese/English translation at the meeting when necessary.

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PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

APPENDIX I

III. Article 207 of the Articles of Association of the Company shall be amended as:

The Company’s after-tax profit shall be distributed in the following order:

(1) Compensation of losses;
(2) Transfer to statutory surplus reserve;
(3) Discretionary surplus reserve which may be appropriated upon approval by the general meeting;
(4) Dividends paid to ordinary shares.

IV. Article 209 of the Articles of Association of the Company shall be amended as:

V. Article 214 of the Articles of Association of the Company shall be amended as:

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AI assistant

RoboSense Technology Co., Ltd AGM Information 2008

50628_rns_2008-05-16_3b69241c-3039-422a-9c0e-fc82baea0236.pdf

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

CONTENTS

DEFINITIONS

To the Shareholders

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

RECOMMENDATION

AGM

LETTER FROM THE BOARD

Notice of Annual General Meeting 2007

A. ORDINARY RESOLUTIONS:

B. SPECIAL RESOLUTION:

Notes:

AI assistant

RoboSense Technology Co., Ltd — AGM Information 2008

50628_rns_2008-05-16_3b69241c-3039-422a-9c0e-fc82baea0236.pdf

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

CONTENTS

DEFINITIONS

To the Shareholders

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

RECOMMENDATION

AGM

LETTER FROM THE BOARD

Notice of Annual General Meeting 2007

A. ORDINARY RESOLUTIONS:

B. SPECIAL RESOLUTION:

Notes:

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RoboSense Technology Co., Ltd AGM Information 2008