RoboSense Technology Co., Ltd — AGM Information 2014

May 14, 2014

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, 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 with the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

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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(1) CONTINUING CONNECTED TRANSACTION AND

(2) APPOINTMENT OF DIRECTOR

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders of Luoyang Glass Company Limited*

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A letter from the Board is set out on pages 1 to 10 of this circular. A letter from the Independent Board Committee is set out on pages 11 to 12 of this circular. A letter from Goldin Financial Limited, the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, containing its advice to the Independent Board Committee and the Independent Shareholders is set out on pages 13 to 21 of this circular.

A notice of the 2013 annual general meeting of the Company (the “ AGM ”) to be held at 9:00 a.m. on 3 June 2014 (Tuesday) at the conference room of the Company on 3rd 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 25 to 27 of this circular. A form of proxy for use 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 accompanying form of proxy in accordance with the instructions printed thereon to the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, at Rooms 1901-5, Hopewell Centre, 183 Queen’s Road East, Hong Kong, or 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 and in any event not less than 24 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

14 May 2014

* for identification purposes only

TABLE OF CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Letter from Goldin Financial. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Appendix — General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
Notice of Annual General Meeting 2013. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25

— i —

DEFINITIONS

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

“AGM”

the 2013 annual general meeting of the Company to be convened and held on 3 June 2014 for the purposes of, among other things, seeking the Independent Shareholders’ approval for the Assets Leasing Agreement and its proposed annual caps, and seeking the Shareholders’ approval for the Appointment of Director

• “Appointment of Director” the proposed appointment of Mr. Jin Zhanping as the independent non-executive Director

• “Assets Leasing Agreement” the assets leasing agreement dated 17 April 2014 entered into between Longhao Glass and CLFG, pursuant to which CLFG has agreed to lease to Longhao Glass the Leased Assets

• “associate(s)” has the same meaning as ascribed to it under the Listing Rules

• “Board” the board of Directors “CLFG” 中國洛陽浮法玻璃集團有限責任公司 (China Luoyang Float Glass (Group) Company Limited*), a company incorporated in the PRC with limited liability and the immediate controlling Shareholder of the Company holding 31.80% equity interest in the Company

“CNBMG” 中國建築材料集團有限公司 (China National Building Material Group Corporation), a wholly state-owned enterprise incorporated in the PRC and the ultimate controlling Shareholder of the Company “Company” 洛陽玻璃股份有限公司 (Luoyang Glass Company Limited), a joint stock limited company incorporated in the PRC with limited liability, the H Shares and A Shares of which are listed on the main board of the Stock Exchange (stock code: 1108) and the Shanghai Stock Exchange (stock code: 600876) respectively

— ii —

DEFINITIONS

“connected person(s)” has the same meaning as ascribed to it under the Listing Rules “Directors” the directors of the Company, including the independent nonexecutive directors of the Company

• “Goldin Financial” or Goldin Financial Limited, a licensed corporation under the “Independent Financial Adviser” SFO licensed to carry on type 6 (advising on corporate finance) regulated activity, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders to advise on the Assets Leasing Agreement and its proposed annual caps

• “Group” the Company and its subsidiaries

• “HK$” Hong Kong dollars, the lawful currency of Hong Kong

• “Hong Kong” the Hong Kong Special Administrative Region of the PRC

• “Independent Board Committee” the independent board committee of the Company comprising of all the independent non-executive Directors

• “Independent Shareholders” Shareholders other than CLFG and its associates

• “Latest Practicable Date” 9 May 2014, being the latest practicable date prior to the printing of this circular for ascertaining certain information containing herein

• “Leased Assets” a 600t/d online Low-E glass production line workshop and equipment located at Neibu Village, Ruyang County, Luoyang, Henan Province, the PRC, including but not limited to the main production line, raw material workshop, homogenization silo, mixtures transportation system, cullet system, hydrogen production station, electric power substation, nitrogen production station, compressed air station, liquid ammonia storage shed, raw material auxiliary workshop and circulating water pump house, etc.

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

— iii —

DEFINITIONS

“Longhao Glass”	洛玻集團洛陽龍昊玻璃有限公司(CLFG Luoyang Longhao
	Glass Company Limited*), a company with limited liability
	incorporated in the PRC, and the wholly-owned subsidiary of
	the Company
“mm”	millimeter
“percentage ratios”	has the same meaning as ascribed to it under the Listing Rules,
	as applicable to a transaction
“PRC”	The People’s Republic of China which, for the purpose of
	this circular, excludes Hong Kong and the Macau Special
	Administrative Region of the PRC and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
“Share(s)”	share(s) of RMB1.00 each of the Company
“Shareholder(s)”	the shareholders of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“subsidiary(ies)”	has the same meaning as ascribed to it under the Listing Rules
“substantial shareholders”	has the same meaning as ascribed to it under the Listing Rules
“t/d”	tonnes per day
“%”	per cent

For the purpose of this circular, the following exchange rate is used:

RMB1.00 = HK$1.28

* for identification purposes only.

— iv —

LETTER FROM THE BOARD

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Executive Directors:

Mr. Ma Liyun (Chairman) Mr. Ni Zhisen Ms. Sun Lei Mr. Xie Jun

Registered office:

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

Non-executive Directors:

Mr. Zhang Chengong Mr. Guo Yimin Mr. Zhang Chong

Independent non-executive Directors:

Mr. Huang Ping Mr. Dong Jiachun Mr. Liu Tianni

14 May 2014

To the Shareholders,

Dear Sir or Madam,

(1) CONTINUING CONNECTED TRANSACTION AND (2) APPOINTMENT OF DIRECTOR

INTRODUCTION

Reference is made to the announcements of the Company dated 17 April 2014.

* for identification purposes only

— 1 —

LETTER FROM THE BOARD

On 17 April 2014, the Company announced that Longhao Glass, the wholly-owned subsidiary of the Company, entered into the Assets Leasing Agreement with CLFG, pursuant to which CLFG has agreed to lease to Longhao Glass the Leased Assets for a term of 3 years from the date of approval by the Independent Shareholders at the AGM to May 2017.

On the same date, the Company also announced that CLFG has nominated Mr. Jin Zhanping as the candidate for independent non-executive Director of the seventh Board. The appointment of Mr. Jin is subject to the approval by the Shareholders at the AGM.

The purpose of this circular is to provide you with (i) further details of the Assets Leasing Agreement and its proposed annual caps, (ii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders, (iii) a letter of advice from Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Assets Leasing Agreement and its proposed annual caps, (iv) further details of the Appointment of Director, and (v) a notice to convene the AGM at which ordinary resolution(s) will be proposed, among other things, for the Independent Shareholders to consider and approve the Assets Leasing Agreement and its proposed annual caps, and for the Shareholders to consider and approve the Appointment of Director.

(1) CONTINUING CONNECTED TRANSACTION

THE ASSETS LEASING AGREEMENT

Set out below is a summary of the principal terms of the Assets Leasing Agreement:

Date: 17 April 2014 Parties: (1) CLFG, as lessor; and (2) Longhao Glass, as lessee

Term: 3 years from the date of approval by the Independenet Shareholders at the AGM to May 2017

— 2 —

LETTER FROM THE BOARD

Pursuant to the Assets Leasing Agreement, CLFG has agreed to lease to Longhao Glass a 600t/ d online Low-E glass production line workshop and equipment located at Neibu Village, Ruyang County, Luoyang, Henan Province, the PRC, including but not limited to the main production line, raw material workshop, homogenization silo, mixtures transportation system, cullet system, hydrogen production station, electric power substation, nitrogen production station, compressed air station, liquid ammonia storage shed, raw material auxiliary workshop and circulating water pump house, etc.

The annual rental fees for the Leased Assets under the Assets Leasing Agreement are RMB31,900,000 (equivalent to approximately HK$40,832,000). The quarterly rental fees shall be RMB7,975,000. The rental fees of previous quarter shall be payable by Longhao Glass from its internal resources by bank transfer or other methods as agreed to the account designated by CLFG before the 15th day of the first month of every quarter during the term. The rental fees were determined after arm’s length negotiations between the parties with reference to the book value of the Leased Assets less the expected residual value and divided by the relevant estimated useful lives of the Leased Assets (the “ Annual Depreciated Amount ”), and the insurance costs and relevant taxes of the Leased Assets. Breakdown of the rental fees per annum is as follows:

Annual Depreciated Amount Insurance costs Relevant taxes Total	RMB’ million (Approximately) 31.27 0.38 0.29 31.94	As of % of rental fees per annum (Approximate %) 97.90 1.19 0.91 100.00

— 3 —

LETTER FROM THE BOARD

Breakdown of the book value of the Leased Assets and calculation of the Annual Depreciated Amount are as follows:

The Leased Assets Equipments Constructions Other capitalised costs Total	Book value (RMB’ million) 252.60 100.21 26.49 379.30	Book value less residual value Estimated useful life Annual Depreciated Amount (5% residual rate) (no. of years) (RMB’ million) 239.97 10 24.00 95.20 20 4.76 25.17 10 2.51 360.34 31.27

During the term of the Assets Leasing Agreement, Longhao Glass may sub-lease the Leased Assets to other parties. Nevertheless, Longhao Glass has no current intention to sub-lease the Leased Assets.

The Assets Leasing Agreement shall take effect upon obtaining approval for such agreement from the Independent Shareholders at the AGM.

ANNUAL CAPS

Based on the quarterly rental fees of RMB7,975,000 payable under the Assets Leasing Agreement, the annual caps for the said agreement are set out below:

For seven months
from the date of	For the financial	For the financial	For five
the AGM to	year ending	year ending	months ending
31 December 2014	31 December 2015	31 December 2016	31 May 2017
RMB18,608,334	RMB31,900,000	RMB31,900,000	RMB13,291,667

— 4 —

LETTER FROM THE BOARD

REASONS FOR ENTERING INTO THE ASSETS LEASING AGREEMENT

The Leased Assets utilizes the second generation Chinese float glass technology developed by CNBMG International Engineering Group Company Limited* ( 中國建材國際工程集團有限公 司 ), which is technologically advanced both domestically and globally. The Leased Assets are capable of producing high-end float glass and online Low-E coated glass of various thickness ranging from 2 mm to 15mm, applicable in automobile and high-end construction, which is one of the Group’s major products. The Group is principally engaged in the production and sale of float sheet glass and is one of the largest manufacturers and distributors of float glass in the PRC. Therefore, CLFG, the immediate controlling Shareholder of the Company, has agreed to lease the Leased Assets to Longhao Glass to serve the purpose of avoiding competition between CLFG and the Group.

The leasing of the Leased Assets aligns with the Group’s development focus of enhancing the technology level and quality of its products in order to cope with the increasingly fierce competition in the domestic market. The entering into of the Assets Leasing Agreement meets the need for the implementation of the Group’s development project in the coming year.

The Leased Assets utilising the latest float glass technology comply with the requirements of the new policies and industry standards on sheet glass implemented in the PRC recently. The risk of potential disruption of production due to the increasing regulation will therefore not exist while the existing development strategy of the Group could be satisfied.

The terms of the Assets Leasing Agreement were determined after arm’s length negotiations between the parties thereto. The Directors (including the independent non-executive Directors) consider that the entering into of the Asset Leasing Agreement is on normal commercial terms and in the ordinary and usual course of business of the Group and the terms of the Assets Leasing Agreement and its proposed annual caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

INFORMATION AND RELATIONSHIP OF THE PARTIES TO THE ASSETS LEASING AGREEMENT

Longhao Glass, the wholly-owned subsidiary of the Company, is principally engaged in the manufacturing and sales of 3 mm to 15 mm size of float sheet glass.

— 5 —

LETTER FROM THE BOARD

CLFG, the immediate controlling Shareholder of the Company, is principally engaged in the production and sale of float glass, imports, exports and the domestic sale of processing technology of glass, design and subcontracting of engineering works, labour export and other businesses.

LISTING RULES IMPLICATIONS

As mentioned above, CLFG is the immediate controlling Shareholder of the Company holding 31.80% equity interest in the Company, and therefore is regarded as a connected person of the Company under the Listing Rules. The transaction contemplated under the Assets Leasing Agreement constitutes a continuing connected transaction of the Company pursuant to Chapter 14A of the Listing Rules.

Since the applicable percentage ratios are more than 5%, the transaction contemplated under the Assets Leasing Agreement is subject to the reporting, announcement and independent shareholders’ approval requirements pursuant to Chapter 14A of the Listing Rules.

Mr. Ma Liyun and Mr. Xie Jun, the executive Directors of the Company, and Mr. Zhang Chengong, Mr. Guo Yimin and Mr. Zhang Chong, the non-executive Directors of the Company, have abstained from voting in respect of the Assets Leasing Agreement in the Board meeting due to the fact that they are senior management of CLFG or the controlled entities of CNBMG and are therefore not regarded as independent to make any recommendation to the Board.

(2) APPOINTMENT OF DIRECTOR

On 17 April 2014, the Company announced that in view of the resignation of Mr. Zeng Shaojin as the independent non-executive Director of the Company on 7 March 2014, CLFG has nominated Mr. Jin Zhanping as the candidate for independent non-executive Director of the seventh Board. Considering that Mr. Jin meets the qualifications for directorship, the Board agreed with the above nomination. The appointment of Mr. Jin is subject to the approval by the Shareholders at the AGM. Biographical details of Mr. Jin are set out as follows:

— 6 —

LETTER FROM THE BOARD

Mr. Jin Zhanping , aged 50, is a master degree holder and senior engineer. Mr. Jin concurrently serves as the executive director of Beijing Zhonggui Exhibition Co., Ltd. ( 北京中硅展覽有 限公司 ) and the independent director of Luoyang Landi Glass Machine Co., Ltd. ( 洛陽蘭迪 玻璃機器股份有限公司 ). Mr. Jin graduated from Wuhan University of Technology (formerly known as Wuhan College of Building Material Industry) with a bachelor degree in Inorganic Non-metallic Materials (Glass) in July 1985 and from the Beijing Graduate School of Wuhan Polytechnic University with a master degree in Inorganic Non-metallic Materials in July 1988. Mr. Jin has worked with the Chinese Ceramic Society since July 1988. He served as the editor in charge of the Editorial Office of the Journal of Chinese Ceramics Society, deputy head and head of the General Office, deputy secretary general and secretary general of the Chinese Ceramic Society. In December 2011, he was elected as the vice chairman and secretary general of the Chinese Ceramic Society. Mr. Jin has innovative power and rich experience in terms of establishing platforms for academic and technical exchange, proactively conducting international exchange and cooperation, building academic authority for the society, and enhancing the society’s discourse power in international scientific and technological circles, and has certain influence in the glass industry in the PRC. He was rated as one of the top ten newsmakers in the building materials industry by China Building Materials magazine in 2009 and 2012.

Save as disclosed above, Mr. Jin does not hold any position 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. Jin is appointed as the Director of the Company, he will enter into a service agreement with the Company for a term of office from the date of the AGM (i.e. 3 June 2014) to 8 November 2015. Under such service agreement, he will receive a remuneration of RMB40,000 per annum in accordance with the remuneration proposal passed at the 2012 third extraordinary general meeting of the Company, which was determined with reference to his duties and responsibilities with the Company and the market rate for the position.

— 7 —

LETTER FROM THE BOARD

RELATIONSHIPS

Mr. Jin does not have any relationship with any Directors, supervisors or 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 are aware, as at the Latest Practicable Date, Mr. Jin 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. Jin as the Director of the Company, 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 under Rules 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.

AGM

The AGM will be held at 9:00 a.m. on 3 June 2014 (Tuesday) at the conference room of the Company on 3rd Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC. The purpose of the AGM is, among other things, for the Independent Shareholders to consider and approve the Assets Leasing Agreement and its proposed annual caps, and for the Shareholders to consider and approve the Appointment of Director. CLFG and its associates will abstain from voting on the ordinary resolution(s) in respect of the Assets Leasing Agreement and its proposed annual caps at the AGM. At the AGM, votes will be taken by poll.

— 8 —

LETTER FROM THE BOARD

A notice of the AGM is set out on pages 25 to 27 of this circular. A form of proxy for use 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 accompanying form of proxy in accordance with the instructions printed thereon to the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, at Rooms 1901-5, Hopewell Centre, 183 Queen’s Road East, Hong Kong, or 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 and in any event not less than 24 hours before the time appointed for holding of the AGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjournment thereof should you so wish.

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

RECOMMENDATION

The Directors are of the view that the Assets Leasing Agreement has been entered into on normal commercial terms and in the ordinary and usual course of business of the Group, the terms of the Assets Leasing Agreement and its proposed annual caps are fair and reasonable and in the interests of the Shareholders and the Company as a whole. The Directors also consider that the Appointment of Director is in the interests of the Shareholders and the Company as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the ordinary resolution(s) with respect to (1) the Assets Leasing Agreement and its proposed annual caps and (2) the Appointment of Director to be proposed at the AGM.

The Independent Board Committee, having taken into account the advice of the Independent Financial Adviser, is of the opinion that the entering into of the Assets Leasing Agreement is in the ordinary and usual course of business of the Group and on normal commercial terms, and the Assets Leasing Agreement and its proposed annual caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Therefore, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the ordinary resolution(s) as set out in the notice of AGM to approve the Assets Leasing Agreement and its proposed annual caps.

— 9 —

LETTER FROM THE BOARD

Your attention is drawn to the letter from the Independent Board Committee as set out on pages 11 to 12 of this circular which contains its recommendation to the Independent Shareholders in relation to the Assets Leasing Agreement and its proposed annual caps. Your attention is also drawn to the letter of advice from Independent Financial Adviser as set out on pages 13 to 21 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders in relation to the Assets Leasing Agreement and its proposed annual caps. You are advised to read the said letters from the Independent Board Committee and Independent Financial Adviser before deciding how to vote on the ordinary resolutions with respect to the Assets Leasing Agreement and its proposed annual caps at the AGM.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information as set out in the appendix to this circular and the notice of AGM.

By order of the Board of Luoyang Glass Company Limited[*] Ma Liyun Chairman

Luoyang, the PRC

• for identification purposes only

— 10 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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＊

14 May 2014

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTION

We refer to the circular dated 14 May 2014 issued by Luoyang Glass Company Limited (the “ Circular ”), of which this letter forms part. Terms defined in the Circular shall have the same meanings herein unless the context otherwise requires.

We have been appointed as members of the Independent Board Committee to consider the terms of the Assets Leasing Agreement and its proposed annual caps, and to advise the Independent Shareholders as to whether, in our opinion, the entering into of the Assets Leasing Agreement and its proposed annual caps are fair and reasonable so far as the Independent Shareholders are concerned. Goldin Financial has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Assets Leasing Agreement and its proposed annual caps.

We wish to draw your attention to (i) the “Letter from the Board”; (ii) the “Letter from Goldin Financial” to the Independent Board Committee and the Independent Shareholders which contains its advice in respect of the terms of the Assets Leasing Agreement and its proposed annual caps; and (iii) the additional information as set out in the appendix to the Circular.

* for identification purposes only

— 11 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having considered the terms of the Assets Leasing Agreement and its annual caps, and having taken into account the opinion of Goldin Financial and, in particular, the factors, reasons and recommendations as set out in the “Letter from Goldin Financial” on pages 13 to 21 of the Circular, we consider that the entering into of the Assets Leasing Agreement is in the ordinary and usual course of business of the Group and on normal commercial terms, and the Assets Leasing Agreement and its proposed annual caps are fair and reasonable and in the interests of the Company and the Independent Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolution(s) which will be proposed at the AGM to approve the Assets Leasing Agreement and its proposed annual caps.

Yours faithfully, For and on behalf of Independent Board Committee Mr. Huang Ping Mr. Dong Jiachun Mr. Liu Tianni Independent non-executive Directors

— 12 —

LETTER FROM GOLDIN FINANCIAL

The following is the full text of the letter from Goldin Financial setting out the advice to the Independent Board Committee and the Independent Shareholders in respect of the Assets Leasing Agreement, which has been prepared for the purpose of inclusion in this circular.

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Goldin Financial Limited

23/F Two International Finance Centre 8 Finance Street Central Hong Kong

14 May 2014

To the Independent Board Committee and

the Independent Shareholders of

Luoyang Glass Company Limited

Dear Sirs,

CONTINUING CONNECTED TRANSACTION

INTRODUCTION

We refer to our appointment as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Assets Leasing Agreement, details of which are contained in the announcement of the Company dated 17 April 2014 (the “ Announcement ”) and in the letter from the board (the “ Letter from the Board ”) of the circular of the Company dated 14 May 2014 (the “ Circular ”) to the Shareholders, of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

— 13 —

LETTER FROM GOLDIN FINANCIAL

On 17 April 2014, Longhao Glass, the wholly-owned subsidiary of the Company, entered into the Assets Leasing Agreement with CLFG, pursuant to which CLFG has agreed to lease to Longhao Glass the Leased Assets for a term of 3 years commencing from the date of approval by the Independent Shareholders at the AGM and ending May 2017, for a total time period of 3 years. As CLFG is the immediate controlling Shareholder of the Company holding approximately 31.80% equity interest in the Company as at the date of the Announcement, the entering into of the Assets Leasing Agreement and the transactions contemplated thereunder constitute a continuing connected transaction on the part of the Company and are subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules. Since the proposed annual caps under the Assets Leasing Agreement are more than 5% of applicable percentage ratios, the transactions contemplated under the Assets Leasing Agreement constitute non-exempt continuing connected transactions of the Company under Rule 14A.35.

THE INDEPENDENT BOARD COMMITTEE

The Independent Board Committee consisting of Mr. Huang Ping, Mr. Dong Jiachun and Mr. Liu Tianni, being the three independent non-executive Directors, has been established to advise the Independent Shareholders in connection with the Assets Leasing Agreement and the Annual Caps.

We, Goldin Financial Limited, have been appointed by the Company as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Assets Leasing Agreement and to make a recommendation as to, among others, whether the entering into of the Assets Leasing Agreement is fair and reasonable so far as the Independent Shareholders are concerned and as to voting in respect of the relevant resolutions at the AGM.

BASIS OF OUR ADVICE

In formulating our opinion and recommendations, we have reviewed, inter alia, the Announcement, the Assets Leasing Agreement and the annual report of the Company for the year ended 31 December 2013 as prepared in accordance with PRC GAAP (the “ Annual Report 2013 ”). We have also reviewed certain information provided by the management of the Company relating to the operations, financial condition and prospects of the Group. We have also (i) considered such other information, analyses and market data which we deemed relevant; and (ii) conducted verbal discussions with the management of the Company regarding the Assets Leasing Agreement, the businesses and future outlook of the Group. We have assumed that such information and statements, and any representation made to us, are true, accurate and complete in all material respects as of the date hereof and we have relied upon them in formulating our opinion.

— 14 —

LETTER FROM GOLDIN FINANCIAL

All Directors collectively and individually accept full responsibility for the purpose of giving information with regard to the Company in the Circular and, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in the Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other facts not contained in the Circular, the omission of which would make any statement in the Circular misleading. We consider that we have been provided with, and we have reviewed, all currently available information and documents which are available under present circumstances to enable us to reach an informed view regarding the Assets Leasing Agreement to justify reliance on the accuracy of the information contained in the Circular so as to provide a reasonable basis of our opinion. We have no reasons to suspect that any material information has been withheld by the Directors or management of the Company, or is misleading, untrue or inaccurate. We have not, however, for the purpose of this exercise, conducted any independent detailed investigation or audit into the business or affairs or future prospects of the Group. Our opinion is necessarily based on financial, economic, market and other conditions in effect, and the information made available to us, at the Latest Practicable Date.

This letter is issued for the information for the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the Assets Leasing Agreement, except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In giving our recommendation on the Assets Leasing Agreement to the Independent Board Committee and the Independent Shareholders, we have taken into account the following principal factors and reasons:

1. Reasons for and benefits of entering into the Assets Leasing Agreement

The Group is principally engaged in the production and sale of float sheet glass and is one of the largest manufacturers and distributors of float glass in the PRC.

On 17 April 2014, Longhao Glass, a wholly-owned subsidiary of the Company, entered into the Assets Leasing Agreement with CLFG, pursuant to which CLFG has agreed to lease to Longhao Glass the Leased Assets for a term of 3 years commencing from the date of approval by the Independent Shareholders at the AGM which will be convened on 3 June 2014 and ending May 2017. With reference to the Letter from the Board, the purpose of the entering into of the Assets Leasing Agreement is for the avoidance of competition between CLFG and the Group.

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LETTER FROM GOLDIN FINANCIAL

The Leased Assets comprise a 600t/d online Low-E glass production line workshop and equipment (the “ Production Line ”) located at Neibu Village, Ruyang County, Luoyang, Henan Province, the PRC, including but not limited to the main production line, raw material workshop, homogenization silo, mixtures transportation system, cullet system, hydrogen production station, electric power substation, nitrogen production station, compressed air station, liquid ammonia storage shed, raw material auxiliary workshop and circulating water pump house, etc.

We were given to understand that the Production Line utilizes the second generation Chinese float glass technology developed by 中國建材國際工程集團有限公司 (China Triumph International Engineering Group Co. Ltd.), which is technologically advanced both domestically and globally. The Production Line is capable of producing high-end float glass and online Low-E coated glass of various thickness ranging from 2 millimetres (“ mm ”) to 15 mm, applicable in automobile and high-end construction, which is one of the Group’s major products. As such, we concur with the Company’s view in the “Letter from the Board” that the Assets Leasing Agreement is entered into in the ordinary and usual course of business of the Group, which can serve to avoid competition between the Group and CLFG.

In addition, based on information provided by the management of the Company, the leasing of the Production Line aligns with the Group’s development focus of enhancing the technology level and quality of its products in order to the cope with the increasingly fierce competition in the domestic market, a view shared in the Annual Report 2013. Based on the financial information of the Group for the year ended 31 December 2013 prepared in accordance with PRC GAAP pursuant to the Annual Report 2013, the operating revenue of the Group for the year ended 31 December 2013 decreased to approximately RMB375.73, down from approximately RMB553.69 million of the prior year. The management of the Company considers that the decline was due to the combined effect of the increasing fierce competition in the glass market which had suppressed the sale price of float sheet glass, and the delayed launching of production line due to upgrading and renovation which had resulted in a decrease in production capacity and sales volume.

Nonetheless, the Group strives to enhance its competitiveness in the market by achieving “high-end, Low-E, ultra thin and high performance” for its products, an effort to stand out amidst fierce competition. Low-E coated glass offers excellent heat insulation and high light transmission, which sees wide application in high-end construction. We are of the view that the increasing commitment to the production of high performance Low-E glasses with the introduction of the Production Line is a key step in enhancing the Group’s competitiveness, and is in line with the Group’s development strategy while aligning with the national policies on energy conservation.

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LETTER FROM GOLDIN FINANCIAL

On the other hand, we noted the PRC government has implemented a number of measures to resolve the overcapacity issues of the domestic glass production industry. The National Development and Reform Commission of the PRC issued the《平板玻璃行業准入條件》(Entry conditions for the float glass manufacture industry, the “ Entry Conditions ”) which was further enhanced in January 2014 with an aim to restore the production capacity utilisation rate from the current level of about 73.15 to over 80%. In addition, starting from 1 January 2014, the PRC government implemented the new industry standard on sheet glass,《平板玻璃工業大氣 污染物排放標準》(Air Pollutant Release Standard on Sheet Glass), to raise the environmental protection and energy use requirements on manufacturers. Should the glass production lines of any glass manufacturer in the PRC violate such Entry Conditions and/or Air Pollutant Release Standard on Sheet Glass, production could be halted and such production lines could be decommissioned. In fact, in 2012, the Group has accordingly upgraded a 400t/d float glass production line into a 650 t/d production line to produce quality float sheet glass, as a move to align its production line with the Entry Conditions while adapting to the changing competitive environment and the future development trend of the glass manufacture industry, further details of which are contained in the announcement and circular of the Company dated 28 August 2012 and 12 September 2012 respectively. As such, it is noted that the glass production industry is facing increasing regulation to cope with the industry overcapacity issues and environmental issues. As confirmed by the management of the Company, the Production Line of the Leased Assets utilising the latest float glass technology complies with the requirements of the above policies and standards, and does not exist the risk of potential disruption of production due to the increasing regulation while satisfying the existing development strategy of the Group. We are of the view that such measures are to impose pressure on manufacturers which use low cost fuels with high pollution to upgrade their production lines, while the Group with the new production facilities in place, including the Production Line, is poised to stay ahead of its competitors amidst such industry transformation.

Having taken into account that (i) the entering into of the Assets Leasing Agreement can avoid competition between the Group and CLFG; (ii) the leasing of the Production Line is a key step in enhancing the Group’s competitiveness and is in line with the Group’s development strategy; (iii) the Production Line allows the Group to stay competitive amidst the transformation of the glass manufacture industry under the national policies in the PRC; and (iv) the Assets Leasing Agreement is entered into in the ordinary and usual course of business of the Group, we are of the view that the entering into of the Assets Leasing Agreement is in the ordinary and usual course of business of the Company and is in the interests of the Company and the Shareholders as a whole.

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LETTER FROM GOLDIN FINANCIAL

2. Principal terms of the Assets Leasing Agreement and Annual Caps

Pursuant to the Assets Leasing Agreement, the Leased Assets will be leased to Longhao Glass for a term of 3 years commencing from the date of approval by the Independent Shareholders at the AGM which will be convened on 3 June 2014 and ending May 2017.

The annual rental fees for the Leased Assets under the Assets Leasing Agreement are RMB31,900,000 (equivalent to approximately HK$40,832,000). The quarterly rental fees shall be approximately RMB7,975,000. The rental fees of previous quarter shall be payable by Longhao Glass from its internal resources by bank transfer or other methods as agreed to the account designated by CLFG before the 15th day of the first month of every quarter during the term. The rental fees were determined after arm’s length negotiations between the parties with reference to the costs and related taxes to be incurred of the Leased Assets.

The table below sets out the annual caps (the “ Annual Caps ”) for the transactions contemplated under the Assets Leasing Agreement based on the quarterly rental fees of approximately RMB7,975,000 payable for the four financial years ending 31 December 2017:

		Annual	Caps
	For the	financial year	ending	31 December
	2014	2015		2016	2017
Rental fees payable under the
Assets Leasing Agreement	18,608,334	31,900,000	31,900,000		13,291,667
	(represent 7				(represent 5
	months of				months of
	rental payment)				rental payment)

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LETTER FROM GOLDIN FINANCIAL

In assessing the fairness and reasonableness of the terms of the Assets Leasing Agreement and accordingly the Annual Caps, we have discussed with the management of the Company regarding the basis of determining the rental fees. Based on the information provided by the management of the Company, the rental fees per annum is calculated as to the book value of the Leased Assets less the expected residual value, divided by the relevant estimated useful lives of the Leased Assets (the “ Annual Depreciated Amount ”), and includes the insurance costs and relevant taxes. Breakdown of the rental fees per annum is as follows:

Annual Depreciated Amount Insurance costs Relevant taxes Total	RMB’ million 31.27 0.38 0.29 31.94	As of % of rental fees per annum (Approximate %) 97.90 1.19 0.91 100.00

Breakdown of the book value of the Leased Assets and calculation of the Annual Depreciated Amount are as follows:

The Leased Assets Equipments Constructions Other capitalised costs Total	Book value (RMB’ million) 252.60 100.21 26.49 379.30	Book value less residual value (5% residual rate) 239.97 95.20 25.17 360.34	Estimated useful life (no. of years) 10 20 10	Annual depreciated amount (RMB’ million) 24.00 4.76 2.51 31.27

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LETTER FROM GOLDIN FINANCIAL

Based on our understanding, given the unique nature of the Leased Assets, there is no market price for the leasing of production facilities similar to the Leased Assets on which we can make reference to in our analysis. It is noted that the rental fees comprise only the Annual Depreciated Amount of the Leased Assets plus the insurance costs and relevant taxes. We consider that the book value of the Leased Assets, comprising the equipments, constructions and other capitalised costs, could reflect the approximate costs that the Group would incur in full if it is to construct the Leased Assets itself. As such, we are of the view that the use of the book values of the Leased Assets in the calculation of the rental fees is fair and reasonable.

We noted the calculation approach for the rental fees represents straight-line depreciation method, being the same depreciation method adopted by the Company for its fixed assets. We noted that the useful lives of the equipments and the relevant capitalised costs are estimated to be 10 years, while the useful lives of the workshop and other ancillary facilities are estimated to be 20 years. The residual value of the Leased Assets is expected to be 5% of original book value. As advised by the management of the Company, the useful life and the residual value of each of the Leased Assets are assessed based on its nature and the manner of use, and the Company confirmed that the estimation of useful lives as well as residual value of the Leased Assets align with the accounting policies adopted by the Company, which is in our view a fair and reasonable approach to calculate the rental fees for the Leased Assets.

In light of the above, we are of the view that the terms of the Assets Leasing Agreement and basis of the Annual Caps are fair and reasonable and in the interests of the Group and the Shareholders as a whole.

3. Annual review of the transactions

The Annual Caps will be subject to the annual review by the independent non-executive Directors, details of which must be included in the Company’s subsequent published annual report and accounts. In addition, pursuant to the Listing Rules, the auditors of the Company must provide a letter to the Board confirming, among others, that the continuing connected transaction is conducted in accordance with their terms and that the Annual Caps not being exceeded. Moreover, pursuant to the Listing Rules, the Company shall publish an announcement if it knows or has reason to believe that the independent non-executive Directors and/or its auditors will not be able to confirm the terms of such transactions or the relevant annual cap not being exceeded. We are of the view that there are appropriate measures in place to govern the conduct of the continuing connected transactions under the Assets Leasing Agreement and safeguard the interests of the Independent Shareholders.

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LETTER FROM GOLDIN FINANCIAL

RECOMMENDATIONS

Taking into consideration of the above mentioned principal factors and reasons, we consider that the terms of the Assets Leasing Agreement and the Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders, as well as the Independent Board Committee to advise the Independent Shareholders, to vote in favour of the resolutions to be proposed at the AGM to approve the Assets Leasing Agreement.

Yours faithfully, For and on behalf of Goldin Financial Limited

Billy Tang Director

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GENERAL INFORMATION

APPENDIX

1. RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Interests of Directors, supervisors and chief executive of the Company

As at the Latest Practicable Date, none of the Directors, proposed Directors, supervisors or chief executives of the Company has an interest or short position in any Shares, underlying Shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO) which were required to be (i) notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which the Directors, proposed Directors, supervisors or chief executives of the Company was taken or deemed to have under such provisions of the SFO); or (ii) pursuant to section 352 of the SFO, entered in the register kept by the Company; or (iii) notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies.

As at the Latest Practicable Date, so far as the Directors were aware, none of the Directors or proposed Directors or their respective associates were considered to have interest in any business, which competes or may compete with the business of the Company or has any other conflict of interest with the Company which would be required to be disclosed under Rule 8.10 and Rule 14A.59(11) of the Listing Rules.

None of the Directors or proposed Directors has any interest, direct or indirect, in any assets which have been acquired or disposed of by, or leased to any member of the Group, or are proposed to be acquired or disposed of by, or leased to any member of the Group since 31 December 2013, the date to which the latest published audited consolidated financial statements of the Group were made up.

None of the Directors is materially interested in any contract or arrangement entered into by the Company or any of its subsidiaries which contract or arrangement is subsisting at the Latest Practicable Date and which is significant in relation to the business of the Group taken as a whole.

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GENERAL INFORMATION

APPENDIX

(b) Substantial Shareholders’ and other Shareholders’ interests

As at the Latest Practicable Date, save as disclosed below, so far as is known to the Directors or chief executive of the Company, no other person has an interest or short position in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO (including interests and short positions which the Directors, proposed Directors, supervisors or chief executives of the Company was taken or deemed to have under such provisions of the SFO) or were required to be notified to the Company and the Stock Exchange pursuant to section 324 of the SFO, or, who is, directly or indirectly, interested in 10 per cent. (10%) or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any members of the Group.

Long positions in the domestic shares of the Company:

			Approximate
			percentage of	Approximate
			the total issued	percentage of the
		Number of	domestic share	total issued share
		domestic	capital of the	capital of the
Name of Shareholder	Capacity	Shares held	Company	Company
			(%)	(%)
CLFG	Beneficial owner	159,018,242	63.60	31.80
CNBMG_(Note 1)_	Interest in controlled	159,018,242	63.60	31.80
	corporation
China Building Materials	Interest in controlled	159,018,242	63.60	31.80
Glass Company_(Note 1)_	corporation

Notes:

1. These 159,018,242 domestic Shares are registered and owned by CLFG. CNBMG is the beneficial owner of CLFG. CNBMG holds 51.70% and 19.00% (totally holding 70.70%) equity interest in CLFG through wholly-owned subsidiaries, China Building Material Glass Company and Bengbu Glass Industry Design Institute respectively. CNBMG is therefore deemed to be interested in 159,018,242 domestic Shares held by CLFG under the SFO.

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GENERAL INFORMATION

APPENDIX

3. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors or supervisors of the Company had any existing or proposed service contract with any member of the Group which does not expire or is not determinable by the Company within one year without payment of compensation (other than statutory compensation).

4. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2013, the date to which the latest published audited consolidated financial statements of the Group were made up.

5. EXPERT AND CONSENT

The following is the qualification of the expert whose letter is contained in this circular:

Name

Qualification

Goldin Financial a licensed corporation under the SFO licensed to carry on type 6 (advising on corporate finance) regulated activity

As at the Latest Practicable Date, Goldin Financial has no shareholding in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group and has no direct or indirect interest in any assets acquired or disposed of by or leased to any member of the Group or is proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2013, being the date to which the latest published audited consolidated financial statements of the Group were made up.

Goldin Financial has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter and the references to its name, in the form and context in which it appears.

6. DOCUMENTS AVAILABLE FOR INSPECTION

Copy of the Assets Leasing Agreement will be available for inspection at the office of Messrs. Li & Partners at 22nd Floor, World Wide House, Central, Hong Kong during normal business hours on any weekday (except public holidays) for a period of 14 days from the date of this circular.

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NOTICE OF ANNUAL GENERAL MEETING 2013

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NOTICE OF ANNUAL GENERAL MEETING 2013

NOTICE IS HEREBY given that the Annual General Meeting 2013 (the “ AGM ”) of Luoyang Glass Company Limited (the “ Company ”) will be held at the conference room of the Company on 3rd 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 3 June 2014 for the purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS:

1. To consider and approve the working report of the board (the “ Board ”) of directors (the “ Directors ”) of the Company for the year 2013;

2. To consider and approve the working report of the supervisory committee of the Company for the year 2013;

3. To consider and approve the final accounts report of the Company for the year 2013;

4. To consider and approve the Company’s annual report 2013 and its summary;

5. To consider and approve the profit distribution plan of the Company for the year 2013;

According to the PRC accounting standards, the net profit attributable to the shareholders of the Company for 2013 was RMB–98.98 million. Adding the accumulated loss of RMB1,276.92 million at the beginning of the year, the accumulated loss was RMB1,375.90 million at the end of the year. As a result, the Company does not recommend profit distribution for 2013 or any transfer of capital reserve to share capital.

* for identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING 2013

1. To consider and approve the financial budget report of the Company for the year 2014;

2. To consider and approve the reappointment of PKF Daxin Certified Public Accountants LLP as the auditor of the Company for the year 2014 and authorization to the Board for determining its remunerations according to the audit workload;

3. To consider and approve the appointment of Mr. Jin Zhanping to be the independent nonexecutive Director of the seventh Board of the Company for a term from 3 June 2014 to 8 November 2015;

4. To approve and confirm the Assets Leasing Agreement (a copy of which has been produced to the AGM marked “1” and signed by the chairman of the AGM for the purpose of identification), the terms and conditions thereof, its proposed annual caps, the transaction contemplated thereunder and the implementation thereof; and

5. To approve, ratify and confirm any one of the Directors for and on behalf of the Company, among other matters, to sign, execute, perfect, deliver or to authorize signing, executing, perfecting and delivering all such documents and deeds, to do or authorize doing all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the Assets Leasing Agreement and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the Assets Leasing Agreement that may in their discretion consider to be desirable and in the interest of the Company and all the Directors’ acts as aforesaid.

(For details of the above resolutions, please refer to the Company’s annual report 2013 and announcements dated 27 March 2014 and 17 April 2014.)

By order of the Board

Luoyang Glass Company Limited Ma Liyun Chairman

Luoyang, the PRC 17 April 2014

As at the date of this notice, the Board comprises four executive Directors: Mr. Ma Liyun, Mr. Ni Zhisen, Ms. Sun Lei and Mr. Xie Jun; three non-executive Directors: Mr. Zhang Chengong, Mr. Guo Yimin and Mr. Zhang Chong; and three independent non-executive Directors: Mr. Huang Ping, Mr. Dong Jiachun and Mr. Liu Tianni.

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NOTICE OF ANNUAL GENERAL MEETING 2013

Notes:

1. 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 April 2014, are entitled to attend and vote at the AGM. The Register of Members of the Company’s H Shares will be closed from 1 May 2014 to 3 June 2014 (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 30 April 2014.

2. Any shareholder entitled to attend and vote at the 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 needs not be a shareholder.

3. 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 authorisation documents 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 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 the holding of the AGM or any adjournment thereof.

4. 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 13 May 2014 personally or by mail or fax.

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

6. 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.

7. 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: 86-379-6390 8588 Fax: 86-379-6325 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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