RoboSense Technology Co., Ltd — AGM Information 2009

Mar 30, 2009

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution 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 (the “ Company ”), you should at once hand this circular and the accompanying form of proxy to the purchaser(s) or the transferee(s), or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser(s) or the transferee(s).

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

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

(Stock Code: 1108)

(I) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND (II) RE-ELECTION OF DIRECTORS AND SUPERVISORS

A notice of the 2008 annual general meeting (the “ AGM ”) of the Company to be held at 9:00 a.m. on 18 May 2009 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 ”) is set out on pages 6 to 10 of this circular.

A form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s share registrar, Hong Kong Registrars Limited at Rooms 1901-5, Hopewell Centre, 183 Queen’s Road East, Hong Kong or to the Company at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC as soon as possible and in any event not later than 24 hours before the time appointed for holding the AGM or for any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

30 March 2009

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
Appendix I — Details of the Nominated Directors and Supervisors . . . . . . . . . . . . . . . . . . . . .	11
Appendix II — Nominator’s Declaration on Independent Director. . . . . . . . . . . . . . . . . . . . . . .	27
Appendix III — Declarations of the Candidates for Independent Directors. . . . . . . . . . . . . . . .	29

— i —

DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:

“AGM”	the annual general meeting of the Company 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 at
	9:00 a.m. on 18 May 2009, or any adjournment thereof;
“Articles of Association”	the articles of association of the Company, as amended from time
	to time;
“Board”	the board of Directors of the Company;
“CLFG”	China Luoyang Float Glass (Group) Company Limited (中國洛陽
	浮法玻璃集團有限責任公司), a limited liability company
	incorporated in the PRC and the controlling shareholder of the
	Company holding a 35.8% equity interest in 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 with limited liability,
	the H Shares of which are listed on the Main Board of the Stock
	Exchange (stock code: 1108);
“Director”	a director of the Company;
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock Exchange;
“PRC”	the People’s Republic of China which, for the purpose of this circular,
	excludes Hong Kong, Macau and Taiwan;
“RMB”	Renminbi, the lawful currency of the PRC;
“Shareholder(s)”	the holder(s) of the issued shares of the Company;

— ii —

DEFINITIONS

“Stock Exchange” The Stock Exchange of Hong Kong Limited; “subsidiaries” has the meaning given to it in the Listing rules; “Supervisor” a supervisor of the Company; and “Supervisory Committee” the Supervisory Committee of the Company.

— iii —

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 Mr. Song Jianming Ms. Song Fei

Registered office: No. 9 Tang Gong Zhong Lu Xigong District Luoyang Municipal Henan Province The PRC

Non-executive Director:

Mr. Shen Anqin

Independent Non-executive Directors:

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

30 March 2009

To the Shareholders

Dear Sir or Madam,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION AND RE-ELECTION OF DIRECTORS AND SUPERVISORS

INTRODUCTION

Reference is made to the Company’s announcement dated 30 March 2009 in relation to the proposed amendments to the Articles of Association and re-election of Directors to the Sixth Board and re-election of Supervisors to the Sixth Supervisory Committee.

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LETTER FROM THE BOARD

Special resolution will be proposed at the AGM to amend the article of the Articles of Association. Ordinary resolutions will also be proposed at the AGM for the re-election of the members to the Company’s Sixth Boards and the Company’s Sixth Supervisory Committee.

The purpose of this circular is to provide you with (i) the details of the proposed amendments to the Articles of Association; (ii) the details of the re-election of Directors to the Sixth Board and Supervisors to the Sixth Supervisory Committee; and (iii) the notice of AGM.

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

In order to comply with the requirements of China Securities Regulatory Commission CSRC Decree No. 57 “Decision on Amending Certain Regulations of Distribution of Dividends by Cash of Listed Issuers”, the Company proposes to amend article 209 of the Articles of Association as follows:

Original article 209:

“The Company can distribute dividends/profit in the following ways:

• (I) Cash;

• (II) Shares.”

Proposed amendment to article 209:

“The profit distribution policy of the Company shall be as follows:

• (I) to grant reasonable returns to the Shareholders on their investments on the precondition that it is guaranteed that the Company can sustain normal operation and long-term development;

• (II) the Company can distribute profit by way of cash or shares. The aggregate profit distributed by cash in the last three years shall not be less than 30% of the actual annual average distributable profit in the last three years. The profit distribution policy shall be continuous and sustainable.”

The English version of the above article of the Articles of Association is an unofficial translation of its Chinese version. In case of any discrepancy between the two versions, the Chinese version shall prevail.

The above proposed amendments to the Articles of Association are subject to the approval of the Shareholders by way of a special resolution at the AGM.

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LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS AND SUPERVISORS

The terms of office of the Fifth Board and the Fifth Supervisory Committee will expire and the Company therefore proposes the re-election of the members to the Company’s Sixth Board and the Company’s Sixth Supervisory Committee, with a term of office from 18 May 2009 to 17 May 2012.

Nominations of Directors and Supervisors

The controlling shareholder of the Company, CLFG, has nominated the following persons to be Directors of the Company’s Sixth Board and to be Supervisors of the Company’s Sixth Supervisory Committee:

Executive Directors Nominees

1. Mr. Gao Tianbao;

2. Mr. Xie Jun;

3. Mr. Cao Mingchun;

4. Ms. Song Fei; and

5. Mr. Song Jianming

Non-executive Directors Nominees

1. Mr. Shen Anqin; and

2. Mr. Bao Wenchun

Independent Non-executive Directors Nominees

1. Mr. Guo Aimin;

2. Mr. Zhang Zhanying;

3. Mr. Ge Tieming; and

4. Mr. Huang Ping

Supervisors Nominees

1. Mr. Ren Zhenduo;

2. Mr. He Baofeng;

3. Mr. Yao Wenjun; and

4. Mr. Guo Hao

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LETTER FROM THE BOARD

Details of the above nominees are set out in Appendix I on pages 11 to 26 to this circular. The “Nominator’s Declaration on Independent Director” and “Declarations of the Candidates for Independent Directors”, which were executed in accordance with the listing rules of the Shanghai Stock Exchange, are also set out in Appendix II and Appendix III respectively on pages 27 to 30 to this circular.

Ordinary resolutions in relation to the above proposed appointments of Mr. Gao Tianbao, Mr. Xie Jun, Mr. Cao Mingchun, Ms. Song Fei and Mr. Song Jianming as executive Directors, Mr. Shen Anqin and Mr. Bao Wenchun as non-executive Directors, Mr. Guo Aimin, Mr. Zhang Zhanying, Mr. Ge Tieming and Mr. Huang Ping as independent non-executive Directors, and Mr. Ren Zhenduo, Mr. He Baofeng, Mr. Yao Wenjun and Mr. Guo Hao as Supervisors will be proposed to be approved by the Shareholders at the AGM.

RECOMMENDATION

The Board considers that the proposed amendments to the article of the Articles of Association are fair and reasonable as 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 resolutions to be proposed at the AGM.

AGM

Set out on pages 6 to 10 to this circular is a notice for convening the AGM to be held on 18 May 2009 at 1st Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC. Special resolution will be proposed to the Shareholders at the AGM to consider and, if thought fit, approve the proposed amendments to the Articles of Association. Ordinary resolutions in relation to the re-election of the members nominated by CLFG to the Sixth Board and the Sixth Supervisory Committee of the Company will also be proposed to the Shareholders at the AGM for their consideration and approval.

A form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s share registrar, Hong Kong Registrars Limited, at Rooms 1901-5, Hopewell Centre, 183 Queen’s Road East, Hong Kong or to the Company at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC as soon as possible and in any event not later than 24 hours before the time appointed for holding the AGM or for any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.

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LETTER FROM THE BOARD

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 27 April 2009, in person, by post, by teletex or by fax. The facsimile number is (86379) 6325 1984 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.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information set out in the Appendices to this circular.

Yours faithfully, For and on behalf of the Board Luoyang Glass Company Limited Gao Tianbao Chairman

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NOTICE OF ANNUAL GENERAL MEETING

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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

NOTICE IS HEREBY given that the 2008 Annual General Meeting (“ AGM ”) of Luoyang Glass Company Limited (the “ Company ”) will be held at 9:00 a.m. on 18 May 2009 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 ”) for the purpose of considering and, if thought fit, approving the following resolutions:

A. ORDINARY RESOLUTIONS:

1. To consider and approve the report of the board (the “ Board ”) of directors (the “ Directors ”) of the Company for the year 2008.

2. To consider and approve the report of the supervisory committee (the “ Supervisory Committee ”) of the Company for the year 2008.

3. To consider and approve the financial report of the Company for the year 2008.

4. To consider and approve the profit distribution plan of the Company for the year 2008.

In accordance with the International Financial Reporting Standards, the net profit attributable to the shareholders of the parent of the Company amounted to RMB54.04 million for 2008, adding the loss of RMB850.35 million at the beginning of the year, the accumulated losses amounted to RMB796.31 million. Therefore, the Company did not propose to distribute dividend for 2008 nor convert capital reserve to shares capital.

In accordance with the PRC accounting standards, the net profit attributable to the shareholders of the parent of the Company amounted to RMB12.78 million for 2008, adding the loss of RMB1,262.75 million at the beginning of the year, the accumulated losses amounted to RMB1,249.97 million. Therefore, the Company did not propose to distribute dividend for 2008 nor convert capital reserve to shares capital.

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and approve the reappointment of Daxin Certified Public Accountants and PKF Certified Public Accountants as the domestic and international auditors of the Company for the year 2009 respectively, and to authorize the Board to determine their remunerations.

2. To consider and approve the appointment of the persons nominated by China Luoyang Float Glass (Group) Company Limited (“ CLFG ”) to be Directors of the Sixth Board for a term of three years from 18 May 2009 to 17 May 2012.

Details of the nominated Directors are set out in the announcement and circular of the Company both dated 30 March 2009.

1. To consider and approve the appointment of the persons nominated by CLFG to be supervisors of the Sixth Supervisory Committee for a term of three years from 18 May 2009 to 17 May 2012.

Details of the nominated supervisors are set out in the announcement and circular of the Company both dated 30 March 2009.

1. To consider and approve the proposal for remunerations of the Directors.

Details of the remuneration proposal are as follows:

(I) Basic annual salary

Chairman (the “Chairman”) of the Board	RMB320,000 (before tax)
Executive Directors	RMB160,000 per person
	(before tax)
Allowance for Non-executive Director	RMB40,000 per person
	(before tax)
Allowance for Independent	RMB40,000 per person
Non-executive Directors	(before tax)

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NOTICE OF ANNUAL GENERAL MEETING

(II) Performance annual salary

1. Payable on 1.5 times of the basic annual salary, conditional upon completion of annual operating targets.

2. Out-performance bonus (as incentives to members of the Board)

3. (1) bonus being 10% of the out-performed part if the operating targets exceed within 10%;

4. (2) bonus being 5% of the out-performed part if the operating targets exceed between 10% and 20%;

5. (3) bonus being 3% of the out-performed part if the operating targets exceed more than 20%.

(III) Outstanding contribution bonus

It will be proposed by the Chairman and determined by the Board.

1. To consider and approve the proposal for remuneration of the supervisors.

The proposal is:

Annual remuneration for each supervisor representing the shareholders is RMB20,000 (before tax). Annual remuneration for the supervisors nominated by the staff representative committee of the Company is RMB10,000 (before tax).

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NOTICE OF ANNUAL GENERAL MEETING

B. SPECIAL RESOLUTION:

1. To consider and approve the proposed amendment to article 209 of the Articles of Association of the Company.

Details of the proposed amendment to article 209 of the Articles of Association of the Company are set out in the announcement and circular of the Company both dated 30 March 2009.

By order of the Board Gao Tianbao Chairman

Luoyang, the PRC 30 March 2009

As at the date of this notice, the Board comprises five executive Directors: Mr. Gao Tianbao, Mr. Xie Jun, Mr. Cao Mingchun, Mr. Song Jianming and Ms. Song Fei, one non-executive Director: Mr. Shen Anqin, and four independent non-executive Directors: Mr. Zhang Zhanying, Mr. Guo Aimin, Mr. Xi Shengyang and Mr. Ge Tieming.

Notes:

1. 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 17 April 2009, 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 p.m. and 2:00 p.m. to 5:30 p.m. on 27 April 2009 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 27 April 2009.

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 17 April 2009, are entitled to attend and vote at the AGM. The Register of Members of the Company’s H Shares will be closed from 18 April 2009 to 18 May 2009 (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 AGM. 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 17 April 2009.

3. 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 AGM 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.

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NOTICE OF ANNUAL GENERAL MEETING

1. 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, or to the Company at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC, not less than 24 hours before the time appointed for holding of AGM or any adjournment thereof.

2. Shareholders who intend to attend the AGM in person or by proxy should complete and return the signed reply slip for attending the AGM to the registered address of the Company on or before 27 April 2009 personally or by mail or fax.

3. Shareholders or their proxies shall produce their proofs of identity when attending the AGM. A proxy of shareholder who is appointed to attend the AGM shall produce the proxy form at the same time.

4. The AGM is expected to last for one day. Shareholders or their proxies attending the AGM should be responsible for their own traveling and accommodation expenses.

5. 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: (86379) 6390 8588 Fax: (86379) 6325 1984

1. 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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DETAILS OF THE NOMINATED DIRECTORS AND SUPERVISORS

APPENDIX I

NOMINATED EXECUTIVE DIRECTORS

Mr. Gao Tianbao, aged 50

Experience

Mr. Gao Tianbao is a senior accountant with a bachelor’s degree. He is currently an executive Director and chairman of the Company. He is also the Chairman of CLFG Finance Company Limited. He had served as a financial controller of the Company and of CLFG, and as the general manager of the Company, etc. He has extensive operation and management experience in glass industry. Mr. Gao is currently a director of Henan Management Account Society, vice chairman of Henan Province Metallurgy & Building Materials Financial Society, economy and technology expert of Flat Glass Special Committee of China Building Glass and Industry Glass Association.

Save as disclosed above, Mr. Gao does not hold any positions in the Company or any other members of the Company, nor did he hold any directorship in any other listed companies in the last three years.

Length of service and emolument

If Mr. Gao is appointed as an executive Director of the Company, he will enter into a service agreement with the Company for a term of office from 18 May 2009 to 17 May 2012 and he will receive a remuneration to be approved by the Shareholders at the AGM. The remuneration was determined with reference to Mr. Gao’s duties and responsibilities with the Company and the market rate for the position.

Relationships

Mr. Gao has no relationship with any Directors, Supervisors or the senior management of the Company or with any management Shareholders, substantial Shareholders or controlling Shareholders of the Company.

Interests in Shares

So far as the Directors of the Company are aware as at the date hereof, Mr. Gao does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO).

Matters that need to be brought to the attention of the Shareholders

In relation to the appointment of Mr. Gao as the Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders of the Company.

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DETAILS OF THE NOMINATED DIRECTORS AND SUPERVISORS

APPENDIX I

Mr. Xie Jun, aged 42

Experience

Mr. Xie Jun is a doctor, senior engineer, executive Director and deputy general manager of the Company. From June 2003 to December 2005, he served as party secretary and deputy general manager of the Company. Since May 2006, he served as standing member of party committee of CLFG. Since July 2007, he served as deputy general manager of the Company for the second time. He specialises in the research of float glass technology, production coordination, enterprise management and marketing.

Save as disclosed above, Mr. Xie does not hold any positions in the Company or any other members of the Company, nor did he hold any directorship in any other listed companies in the last three years.

Length of service and emolument

If Mr. Xie is appointed as an executive Director of the Company, he will enter into a service agreement with the Company for a term of office from 18 May 2009 to 17 May 2012 and he will receive a remuneration to be approved by the Shareholders at the AGM. The remuneration was determined with reference to Mr. Xie’s duties and responsibilities with the Company and the market rate for the position.

Relationships

Mr. Xie has no relationship with any Directors, Supervisors or the senior management of the Company or with any management Shareholders, substantial Shareholders or controlling Shareholders of the Company.

Interests in Shares

So far as the Directors of the Company are aware as at the date hereof, Mr. Xie does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO).

Matters that need to be brought to the attention of the Shareholders

In relation to the appointment of Mr. Xie as the Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders of the Company.

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DETAILS OF THE NOMINATED DIRECTORS AND SUPERVISORS

APPENDIX I

Mr. Cao Mingchun, aged 46

Experience

Mr. Cao Mingchun is a postgraduate, executive Director and general manager of the Company. Since 1994, he served as deputy general manager of the Company’s subsidiary Chenzhou Bada Glass Company Limited, manager of the Company’s supplies department as well as financial controller and secretary to the Board of the Company. He has profound practice experience in dealing with the Group’s financial management, business of domestic and overseas listed companies and materials supply management.

Save as disclosed above, Mr. Cao does not hold any positions in the Company or any other members of the Company, nor did he hold any directorship in any other listed companies in the last three years.

Length of service and emolument

If Mr. Cao is appointed as an executive Director of the Company, he will enter into a service agreement with the Company for a term of office from 18 May 2009 to 17 May 2012 and he will receive a remuneration to be approved by the Shareholders at the AGM. The remuneration was determined with reference to Mr. Cao’s duties and responsibilities with the Company and the market rate for the position.

Relationships

Mr. Cao has no relationship with any Directors, Supervisors or the senior management of the Company or with any management Shareholders, substantial Shareholders or controlling Shareholders of the Company.

Interests in Shares

So far as the Directors of the Company are aware as at the date hereof, Mr. Cao does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO).

Matters that need to be brought to the attention of the Shareholders

In relation to the appointment of Mr. Cao as the Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders of the Company.

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DETAILS OF THE NOMINATED DIRECTORS AND SUPERVISORS

APPENDIX I

Ms. Song Fei, aged 46

Experience

Ms. Song Fei is a senior accountant, a senior certified consultant with a postgraduate qualification and is currently the executive Director, financial controller and secretary to the Board of the Company. She joined 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.

Save as disclosed above, Ms. Song does not hold any positions in the Company or any other members of the Company, nor did she hold any directorship in any other listed companies in the last three years.

Length of service and emolument

If Ms. Song is appointed as an executive Director of the Company, she will enter into a service agreement with the Company for a term of office from 18 May 2009 to 17 May 2012 and she will receive a remuneration to be approved by the Shareholders at the AGM. The remuneration was determined with reference to Ms. Song’s duties and responsibilities with the Company and the market rate for the position.

Relationships

Ms. Song has no relationship with any Directors, Supervisors or the senior management of the Company or with any management Shareholders, substantial Shareholders or controlling Shareholders of the Company.

Interests in Shares

So far as the Directors of the Company are aware as at the date hereof, Ms. Song does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO).

Matters that need to be brought to the attention of the Shareholders

In relation to the appointment of Ms. Song as the Director, there is no information which is discloseable nor is/was she involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders of the Company.

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DETAILS OF THE NOMINATED DIRECTORS AND SUPERVISORS

APPENDIX I

Mr. Song Jianming, aged 51

Experience

Mr. Song Jianming is an engineer with a bachelor’s degree. He is currently the executive Director and deputy general manager of the Company. Since he joined the Company in 1989, he had successively been the deputy manager, manager of the import and export company and the manager of the sales company of the Company. Mr. Song is experienced in international trade and marketing.

Save as disclosed above, Mr. Song does not hold any positions in the Company or any other members of the Company, nor did he hold any directorship in any other listed companies in the last three years.

Length of service and emolument

If Mr. Song is appointed as an executive Director of the Company, he will enter into a service agreement with the Company for a term of office from 18 May 2009 to 17 May 2012 and he will receive a remuneration to be approved by the Shareholders at the AGM. The remuneration was determined with reference to Mr. Song’s duties and responsibilities with the Company and the market rate for the position.

Relationships

Mr. Song has no relationship with any Directors, Supervisors or the senior management of the Company or with any management Shareholders, substantial Shareholders or controlling Shareholders of the Company.

Interests in Shares

So far as the Directors of the Company are aware as at the date hereof, Mr. Song does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO).

Matters that need to be brought to the attention of the Shareholders

In relation to the appointment of Mr. Song as the Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders of the Company.

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DETAILS OF THE NOMINATED DIRECTORS AND SUPERVISORS

APPENDIX I

NOMINATED NON-EXECUTIVE DIRECTORS

Mr. Shen Anqin, aged 59

Experience

Mr. Shen Anqin is a senior accountant with a bachelor’s degree and non-executive Director of the Company. He is currently the deputy general manager and chief accountant of China National Building Material Group Corporation. Since August 1998 he has served as a vice president of China National Building Material Group Corporation and since September 2003 he has served as chief accountant of China National Building Material Group Corporation. Mr. Shen has extensive experience in corporate finance management.

Save as disclosed above, Mr. Shen does not hold any positions in the Company or any other members of the Company, nor did he hold any directorship in any other listed companies in the last three years.

Length of service and emolument

If Mr. Shen is appointed as a non-executive Director of the Company, he will enter into a service agreement with the Company for a term of office from 18 May 2009 to 17 May 2012 and he will receive a remuneration to be approved by the Shareholders at the AGM. The remuneration was determined with reference to Mr. Shen’s duties and responsibilities with the Company and the market rate for the position.

Relationships

Mr. Shen has no relationship with any Directors, Supervisors or the senior management of the Company or with any management Shareholders, substantial Shareholders or controlling Shareholders of the Company.

Interests in Shares

So far as the Directors of the Company are aware as at the date hereof, Mr. Shen does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO).

Matters that need to be brought to the attention of the Shareholders

In relation to the appointment of Mr. Shen as the Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders of the Company.

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DETAILS OF THE NOMINATED DIRECTORS AND SUPERVISORS

APPENDIX I

Mr. Bao Wenchun, aged 54

Experience

Mr. Bao Wenchun is a certified public accountant and is currently the secretary-general and executive deputy general manager of Beijing New Building Material (Group) Company Limited. Mr. Bao has successively served as the deputy chief of the finance department of Beijing New Building Material Factory, the manager of the finance department, director, secretary-general and executive deputy general manager of Beijing New Building Material (Group) Company Limited since 1993. He worked as the manager of the finance department, the deputy general manager, general manager, director and chairman of Beijing New Building Material Company Limited from September 1998 to October 2004. He has been acting as the supervisor of China National Building Material Company Limited since May 2005. Mr. Bao has extensive experience in financial management.

Save as disclosed above, Mr. Bao does not hold any positions in the Company or any other members of the Company, nor did he hold any directorship in any other listed companies in the last three years.

Length of service and emolument

If Mr. Bao is appointed as a non-executive Director of the Company, he will enter into a service agreement with the Company for a term of office from 18 May 2009 to 17 May 2012 and he will receive a remuneration to be approved by the Shareholders at the AGM. The remuneration was determined with reference to Mr. Bao’s duties and responsibilities with the Company and the market rate for the position.

Relationships

Mr. Bao has no relationship with any Directors, Supervisors or the senior management of the Company or with any management Shareholders, substantial Shareholders or controlling Shareholders of the Company.

Interests in Shares

So far as the Directors of the Company are aware as at the date hereof, Mr. Bao does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO).

Matters that need to be brought to the attention of the Shareholders

In relation to the appointment of Mr. Bao as the Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders of the Company.

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DETAILS OF THE NOMINATED DIRECTORS AND SUPERVISORS

APPENDIX I

NOMINATED INDEPENDENT NON-EXECUTIVE DIRECTORS

Mr. Guo Aimin, aged 53

Experience

Mr. Guo Aimin has a doctor degree and is an independent non-executive Director of the Company. He is currently vice chancellor of Henan University of Finance and Economics and professor of management. Mr. Guo has been worked in Henan University of Finance and Economics since 1988, and served as head of Teaching Research Office, department head and vice dean. He was responsible for science research, international communication and cooperation, academic subject construction and Postgraduate Education of the academy. Mr. Guo has deep study on organization management, strategic management and management system construction. He is also a standing member of Henan Province Economic Society and a chief director of Henan Province Enterprise Development Association.

Mr. Guo does not hold any positions in the Company or any other members of the Company, nor did he hold any directorship in any other listed companies in the last three years.

Length of service and emolument

If Mr. Guo is appointed as an independent non-executive Director of the Company, he will enter into a service agreement with the Company for a term of office from 18 May 2009 to 17 May 2012 and he will receive a remuneration to be approved by the Shareholders at the AGM. The remuneration was determined with reference to Mr. Guo’s duties and responsibilities with the Company and the market rate for the position.

Relationships

Mr. Guo has no relationship with any Directors, Supervisors or the senior management of the Company or with any management Shareholders, substantial Shareholders or controlling Shareholders of the Company.

Interests in Shares

So far as the Directors of the Company are aware as at the date hereof, Mr. Guo does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO).

Matters that need to be brought to the attention of the Shareholders

In relation to the appointment of Mr. Guo as the Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders of the Company.

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DETAILS OF THE NOMINATED DIRECTORS AND SUPERVISORS

APPENDIX I

Mr. Zhang Zhanying, aged 51

Experience

Mr. Zhang Zhanying has a doctor degree and is a professor, independent non-executive Director of the Company. Mr. Zhang had served as head of Teaching Research Office, director of science research department, head of material engineer department of Luoyang Institute of Science and vice chancellor of Luoyang Technology College. Since August 2007, he has served as vice chancellor of Henan Polytechnic University. Mr. Zhang has deep study in inorganic non-metal materials (glass) preparations, structure and performance.

Mr. Zhang does not hold any positions in the Company or any other members of the Company, nor did he hold any directorship in any other listed companies in the last three years.

Length of service and emolument

If Mr. Zhang is appointed as an independent non-executive Director of the Company, he will enter into a service agreement with the Company for a term of office from 18 May 2009 to 17 May 2012 and he will receive a remuneration to be approved by the Shareholders at the AGM. The remuneration was determined with reference to Mr. Zhang’s duties and responsibilities with the Company and the market rate for the position.

Relationships

Mr. Zhang has no relationship with any Directors, Supervisors or the senior management of the Company or with any management Shareholders, substantial Shareholders or controlling Shareholders of the Company.

Interests in Shares

So far as the Directors of the Company are aware as at the date hereof, Mr. Zhang does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO).

Matters that need to be brought to the attention of the Shareholders

In relation to the appointment of Mr. Zhang as the Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders of the Company.

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DETAILS OF THE NOMINATED DIRECTORS AND SUPERVISORS

APPENDIX I

Mr. Ge Tieming, aged 63

Experience

Mr. Ge Tieming is a senior economist and senior engineer with a bachelor’s degree, independent nonexecutive Director of the Company. He is currently an external director of CITS Group Corporation and an external director of Panzhihua Iron & Steel (Group) Company Limited. Mr. Ge had served as director of Shenyang Glass Factory, head of Shenyang Building Material Bureau, general manager of Shenyang Xingguang Building Material Group Company Limited. From August 1995 to November 2002, he served as general manager of China New Building Material Group Corporation. From November 2000 to October 2005, he served as party secretary of China New Building Material Group Corporation. Mr. Ge has extensive experience in enterprise strategy management.

Mr. Ge does not hold any positions in the Company or any other members of the Company, nor did he hold any directorship in any other listed companies in the last three years.

Length of service and emolument

If Mr. Ge is appointed as an independent non-executive Director of the Company, he will enter into a service agreement with the Company for a term of office from 18 May 2009 to 17 May 2012 and he will receive a remuneration to be approved by the Shareholders at the AGM. The remuneration was determined with reference to Mr. Ge’s duties and responsibilities with the Company and the market rate for the position.

Relationships

Mr. Ge has no relationship with any Directors, Supervisors or the senior management of the Company or with any management Shareholders, substantial Shareholders or controlling Shareholders of the Company.

Interests in Shares

So far as the Directors of the Company are aware as at the date hereof, Mr. Ge does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO).

Matters that need to be brought to the attention of the Shareholders

In relation to the appointment of Mr. Ge as the Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders of the Company.

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DETAILS OF THE NOMINATED DIRECTORS AND SUPERVISORS

APPENDIX I

Mr. Huang Ping, aged 40

Experience

Mr. Huang Ping is a security specialized accountant and is currently the deputy head of Luoyang China Certified Public Accountants. Mr. Huang graduated from Luoyang Institute of Technology with a bachelor degree in financial accounting in 1989 and served as the department head of the finance department of Luoyang Yutong Automobile Company Limited. He was assigned to work in Luoyang China Certified Public Accountants in 1997. Mr. Huang possessed 8 years of experience in corporate financial management and 12 years of auditing experience in serving as a certified accountant. He had served as the personnel responsible for significant auditing project for dozens of times and thereby has a unique understanding and a host of experience in corporate reforms, debt-for-equity swap, investment and financing, acquisition and mergers as well as bankruptcy liquidations. He is also the standing council member of The Institute of Certified Public Accountants of Luoyang, vice president of Luoyang Judicial Authentication Association and the standing council member of Luoyang Entrepreneurs Association.

Mr. Huang does not hold any positions in the Company or any other members of the Company, nor did he hold any directorship in any other listed companies in the last three years.

Length of service and emolument

If Mr. Huang is appointed as an independent non-executive Director of the Company, he will enter into a service agreement with the Company for a term of office from 18 May 2009 to 17 May 2012 and he will receive a remuneration to be approved by the Shareholders at the AGM. The remuneration was determined with reference to Mr. Huang’s duties and responsibilities with the Company and the market rate for the position.

Relationships

Mr. Huang has no relationship with any Directors, Supervisors or the senior management of the Company or with any management Shareholders, substantial Shareholders or controlling Shareholders of the Company.

Interests in Shares

So far as the Directors of the Company are aware as at the date hereof, Mr. Huang does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO).

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DETAILS OF THE NOMINATED DIRECTORS AND SUPERVISORS

APPENDIX I

Matters that need to be brought to the attention of the Shareholders

In relation to the appointment of Mr. Huang as the Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders of the Company.

NOMINATED SUPERVISORS

Mr. Ren Zhenduo, aged 44

Experience

Mr. Ren Zhenduo is a holder of bachelor’s degree. He is chairman of Supervisory Committee of the Company. He successively served as general manager of Longmen Glass Company Limited (a subsidiary of the Company), director of No.2 Float Glass Plant, secretary of Party Committee to No.3 Float Glass Plant and general manager of Luoyang Longxin Glass Company Limited which is a subsidiary of CLFG. Mr. Ren specialises in business management and has extensive experiences on glass technology and corporate culture building.

Save as disclosed above, Mr. Ren does not hold any positions in the Company or any other members of the Company, nor did he hold any directorship in any other listed companies in the last three years.

Length of service and emolument

If Mr. Ren is appointed as a Supervisor of the Company, he will enter into a service agreement with the Company for a term of office from 18 May 2009 to 17 May 2012 and he will receive a remuneration to be approved by the Shareholders at the AGM. The remuneration was determined with reference to Mr. Ren’s duties and responsibilities with the Company and the market rate for the position.

Relationships

Mr. Ren has no relationship with any Directors, Supervisors or the senior management of the Company or with any management Shareholders, substantial Shareholders or controlling Shareholders of the Company.

Interests in Shares

So far as the Directors of the Company are aware as at the date hereof, Mr. Ren does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO).

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DETAILS OF THE NOMINATED DIRECTORS AND SUPERVISORS

APPENDIX I

Matters that need to be brought to the attention of the Shareholders

In relation to the appointment of Mr. Ren as the Supervisor, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders of the Company.

Mr. He Baofeng, aged 37

Experience

Mr. He Baofeng is a PRC public certified accountant and a PRC certified tax agent with a bachelor’s degree and Supervisor of the Company. He is currently a director and vice head of Luoyang Topchina CPA Limited and head of Luoyang Topchina Tax Agent. Since 2001, Mr. He has presided over and participated in financing and tax auditing in large scale enterprises. He has extensive expertise in finance and tax. He is a member of the Expert Panel under Henan Institute of Certified Public Accountants.

Save as disclosed above, Mr. He does not hold any positions in the Company or any other members of the Company, nor did he hold any directorship in any other listed companies in the last three years.

Length of service and emolument

If Mr. He is appointed as a Supervisor of the Company, he will enter into a service agreement with the Company for a term of office from 18 May 2009 to 17 May 2012 and he will receive a remuneration to be approved by the Shareholders at the AGM. The remuneration was determined with reference to Mr. He’s duties and responsibilities with the Company and the market rate for the position.

Relationships

Mr. He has no relationship with any Directors, Supervisors or the senior management of the Company or with any management Shareholders, substantial Shareholders or controlling Shareholders of the Company.

Interests in Shares

So far as the Directors of the Company are aware as at the date hereof, Mr. He does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO).

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DETAILS OF THE NOMINATED DIRECTORS AND SUPERVISORS

APPENDIX I

Matters that need to be brought to the attention of the Shareholders

In relation to the appointment of Mr. He as the Supervisor, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders of the Company.

Ms. Yao Wenjun, aged 40

Experience

Ms. Yao Wenjun is a senior accountant with a bachelor’s degree. She is currently the Supervisor and general manager of Audit Department of China National Building Material Group Corporation. Since November 2002, she served as vice general manager of financial department of China National Building Material Group Corporation, and since February 2007, she served as general manager of auditor department of China National Building Material Group Corporation. Ms. Yao has extensive experience in corporate finance management.

Save as disclosed above, Ms. Yao does not hold any positions in the Company or any other members of the Company, nor did she hold any directorship in any other listed companies in the last three years.

Length of service and emolument

If Ms. Yao is appointed as a Supervisor of the Company, she will enter into a service agreement with the Company for a term of office from 18 May 2009 to 17 May 2012 and she will receive a remuneration to be approved by the Shareholders at the AGM. The remuneration was determined with reference to Ms. Yao’s duties and responsibilities with the Company and the market rate for the position.

Relationships

Ms. Yao has no relationship with any Directors, Supervisors or the senior management of the Company or with any management Shareholders, substantial Shareholders or controlling Shareholders of the Company.

Interests in Shares

So far as the Directors of the Company are aware as at the date hereof, Ms. Yao does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO).

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DETAILS OF THE NOMINATED DIRECTORS AND SUPERVISORS

APPENDIX I

Matters that need to be brought to the attention of the Shareholders

In relation to the appointment of Ms. Yao as the Supervisor, there is no information which is discloseable nor is/was she involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders of the Company.

Mr. Guo Hao, aged 51

Experience

Mr. Guo Hao has a master’s degree and is an associate professor and the PRC certified public accountant. He is currently the deputy dean of Economic and Management Faculty of Henan Science University and the deputy head of MBA Education Center of Henan Science University. Mr. Guo has remarkable achievement in his research on accounting, management accounting and corporate financial management. He has edited and published various books such as Management Accounting, Courses of Financial Accounting and Midlevel Financial Accounting, with 6 teaching materials and more than 10 published essays. He has been the major participant of 2 topics for national research and served as the chief organizer of 1 provincial research topics and 5 topics of prefecture-level. He is also the standing councilor of Chinese Enterprise Management Research Association and a member of Henan Accounting Society.

Save as disclosed above, Mr. Guo does not hold any positions in the Company or any other members of the Company, nor did he hold any directorship in any other listed companies in the last three years.

Length of service and emolument

If Mr. Guo is appointed as a Supervisor of the Company, he will enter into a service agreement with the Company for a term of office from 18 May 2009 to 17 May 2012 and he will receive a remuneration to be approved by the Shareholders at the AGM. The remuneration was determined with reference to Mr. Guo’s duties and responsibilities with the Company and the market rate for the position.

Relationships

Mr. Guo has no relationship with any Directors, Supervisors or the senior management of the Company or with any management Shareholders, substantial Shareholders or controlling Shareholders of the Company.

Interests in Shares

So far as the Directors of the Company are aware as at the date hereof, Mr. Guo does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO).

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DETAILS OF THE NOMINATED DIRECTORS AND SUPERVISORS

APPENDIX I

Matters that need to be brought to the attention of the Shareholders

In relation to the appointment of Mr. Guo as the Supervisor, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraph 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders of the Company.

— 26 —

NOMINATOR’S DECLARATION ON INDEPENDENT DIRECTOR

APPENDIX II

NOMINATOR’S DECLARATION ON INDEPENDENT DIRECTORS

The nominator, China Luoyang Float Glass (Group) Company Limited, hereby publicly declares its nomination of Mr. Guo Aimin, Mr. Zhang Zhanying, Mr. Huang Ping and Mr. Ge Tieming as candidates for the positions of independent Directors of the Sixth Board of Directors of Luoyang Glass Company Limited. The nominees absolutely have no relationship with Luoyang Glass Company Limited which affects the independence of the nominees. The particulars are as follows:

This nomination is made in full knowledge of the nominees’ professions, academic backgrounds, professional posts, detailed work experience, and all other concurrent posts. The nominees have already given written consents to be appointed as candidates for the positions of independent Directors of the Sixth Board of Directors of Luoyang Glass Company Limited (Declarations of the Candidates for Independent Directors were set out in Appendix III). The nominator is of the opinion that the nominees:

1. are qualified to be directors of a listed company according to the statues, administrative laws and regulations and other stipulations;

2. comply with the conditions of employment stipulated in the Articles of Association of Luoyang Glass Company Limited;

3. have the independence required by the Guidance on Setting Up a System of Independent Directors for Listed Companies by China Securities Regulatory Commission:

4. (i) Neither the nominees nor their direct relations, nor other important social connections were employed by Luoyang Glass Company Limited or its associated companies;

5. (ii) Neither the nominees nor their direct relations are shareholders holding either directly or indirectly 1% or more of the issued shares of the listed company, nor are they amongst the ten largest shareholders of the listed company;

6. (iii) Neither the nominees nor their direct relations may hold offices in shareholders holding 5% or more of the issued shares of the listed company, nor may they hold offices in one of the top five shareholders of the listed company;

7. (iv) Over the past year, the nominees have not fit any of the criteria in the above three points;

8. (v) The nominees are not employees providing such services as financial, legal, management consultancy or technical consultancy to the listed company or its associated companies.

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NOMINATOR’S DECLARATION ON INDEPENDENT DIRECTOR

APPENDIX II

1. The nominees may not concurrently hold more than five posts of independent director in listed companies, including Luoyang Glass Company Limited.

The nominator guarantees the accuracy, completeness and correctness of the above declaration and that it does not contain any false statements or misleading elements. The nominator is fully aware of the possible consequences of making false declarations.

Nominator: China Luoyang Float Glass (Group) Company Limited

24 March 2009, Luoyang

— 28 —

DECLARATIONS OF THE CANDIDATES FOR INDEPENDENT DIRECTORS

APPENDIX III

DECLARATION OF THE CANDIDATES FOR INDEPENDENT DIRECTOR

Guo Aimin, Zhang Zhanying, Huang Ping, Ge Tieming, the declarers, being the candidates for independent Directors of the Sixth Board of Directors of Luoyang Glass Company Limited, hereby publicly declare that there are no relations between ourselves and Luoyang Glass Company Limited which may affect our independence during our tenure as independent Directors of the Company. Particulars of the declaration are as follows:

1. Neither ourselves nor our direct relations, nor other important social connections are employed by the Company or its associated companies;

2. Neither ourselves nor our direct relations are Shareholders holding either directly or indirectly 1% or more of the Company’s issued shares;

3. Neither ourselves nor our direct relations are amongst the ten largest Shareholders of the Company;

4. Neither ourselves nor our direct relations hold office in Shareholder entities holding either directly or indirectly 5% or more of the Company’s issued shares;

5. Neither ourselves nor our direct relations hold office in the Company’s five largest Shareholders entities;

6. Over the past year, we have not fit any of the criteria in the above five points;

7. We do not provide such financial, legal, management consultancy or technical consultancy services to the Company or its associated companies;

8. We have not received any other benefits from the Company, its major Shareholders or interested institutions or employees which have not been disclosed;

9. We comply with the conditions of employment stipulated in the Articles of Association of the Company.

In addition, we do not concurrently hold the post of independent director in more than five listed companies including Luoyang Glass Company Limited.

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APPENDIX III

DECLARATIONS OF THE CANDIDATES FOR INDEPENDENT DIRECTORS

We are fully aware of the responsibilities attached to the post of independent Director and guarantee the accuracy, completeness and correctness of the above declaration and that it does not contain any false statements or misleading elements. We are fully aware of the possible consequences of making false declarations. China Securities Regulatory Commission may ascertain our independence and employment qualifications from this declaration. During our tenure as independent Directors of the Company, we will comply with the requirements of the regulations, stipulations and notices promulgated by China Securities Regulatory Commission. We will ensure that we have enough time and energy to carry out our obligations, that our judgment will be independent and that we will not be affected by the Company’s major Shareholders, the ultimate controller, or other units or individuals which have interests in the Company.

Declarers: Guo Aimin, 25 March 2009, Luoyang

Zhang Zhanying, 25 March 2009, Luoyang Huang Ping, 25 March 2009, Luoyang Ge Tieming 25 March 2009, Luoyang

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