RoboSense Technology Co., Ltd — AGM Information 2020

May 29, 2020

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* , you should at once hand this circular 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.

＊

CONNECTED TRANSACTIONS – SHARE BUY-BACKS

Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those set out in the section headed “Definitions” of this circular.

A letter from the Board is set out on pages 1 to 9 of this circular.

A notice convening the AGM to be held at 9:00 a.m. on 30 June 2020 (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 is set out on pages 10 to 12 of this circular.

A notice convening the H Share Class Meeting of the Company to 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 PRC at 10:00 a.m. on 30 June 2020 (Tuesday) (or immediately after the A Share Class Meeting of the Company to be convened and held on the same date and at the same place) is set out on pages 13 to 15 of this circular.

The forms of proxy for use at the AGM and the H Share Class Meeting were despatched to the Shareholders and published on the website of The Stock Exchange of Hong Kong Limited (http://www.hkexnews.hk) on 15 May 2020. Whether or not you are able to attend the AGM and/or the H Share Class Meeting in person, you are requested to complete and return the forms of proxy in accordance with the instructions printed thereon to the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, 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 and/or the H Share Class Meeting or any adjournment thereof. Completion and return of the forms of proxy will not preclude you from attending and voting in person at the AGM and/or the H Share Class Meeting or any adjournment thereof should you so wish.

29 May 2020

• For identification purposes only

TABLE OF CONTENTS

Page DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 APPENDIX I – NOTICE OF ANNUAL GENERAL MEETING 2019 . . . . . . . . . . . . . . . . . . . . . . . 10 APPENDIX II – NOTICE OF THE 2020 FIRST H SHARE CLASS MEETING . . . . . . . . . . . . . . . 13

– i –

DEFINITIONS

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

• “Actual Net Profit” has the same meaning as ascribed to it in the Circular “AGM” the annual general meeting of the Company to be convened at 9:00 a.m. on Tuesday, 30 June 2020 for the Shareholders to consider and, if thought fit, approve, among other things, the relevant resolutions on the Share Buy-backs

• “A Share(s)” domestic ordinary share(s) with a par value of RMB1.00 each in the share capital of the Company which are listed on the SSE and traded in RMB

• “A Shareholder(s)” holder(s) of the A Share(s)

“A Share Class Meeting” the class meeting of the A Shareholders to be held by the Company at 9:30 a.m. on Tuesday, 30 June 2020 (or immediately after the AGM) for the A Shareholders to consider and, if thought fit, approve the relevant resolutions on the Share Buy-backs

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

• “Bengbu Institute” CNBM Bengbu Design & Research Institute for Glass Industry Co., Ltd* ( 中建材蚌埠玻璃工業設計研究院有限公司 ), a company incorporated in the PRC with limited liability, the substantial Shareholder of the Company and a wholly-owned subsidiary of Triumph Group

• “Board” the board of the Directors “Circular” the circular of the Company dated 11 October 2017 in relation to, among other things, (a) very substantial acquisitions and connected transactions; (b) proposed issuance and placing of A shares; and (c) application for whitewash waiver

“Class Meetings” the A Share Class Meeting and the H Share Class Meeting

– ii –

DEFINITIONS

“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 company incorporated in the PRC with limited liability and the substantial Shareholder of the Company

• “CNBMG” China National Building Materials Group Co., Ltd.* (中國建材集 團有限公司), a wholly state-owned enterprise incorporated in the PRC and the ultimate controlling Shareholder of the Company

• “Company” Luoyang Glass Company Limited* (洛陽玻璃股份有限公司), a joint stock company incorporated in the PRC with limited liability, the H Shares and the A Shares of which are listed on the main board of the Stock Exchange (stock code: 1108) and the SSE (stock code: 600876) respectively

• “connected person(s)”

has the same meaning as ascribed to it under the Listing Rules

• “Consideration Share(s)”

a total of 33,030,516 A Shares, issued by the Company to (i) CLFG and Hefei High-Tech pursuant to the First SP Agreement to settle the consideration of the acquisition of 100% equity interest in Hefei New Energy; (ii) Huaguang Group, Bengbu Institute and International Engineering pursuant to the Second SP Agreement to settle the consideration of the acquisition of 100% equity interest in Tongcheng New Energy; and (iii) Triumph Group, Yixing Environmental Technology and GCL System Integration pursuant to the Third SP Agreement to settle the consideration of the acquisition of 70.99% equity interest in Yixing New Energy

• “Director(s)” director(s) of the Company

• “First PG Indemnity Agreement” has the same meaning as ascribed to it in the Circular

• “First SP Agreement” has the same meaning as ascribed to it in the Circular

• “GCL System Integration”

• GCL System Integration Technology Co., Ltd.* (協鑫集成科技股 份有限公司), a joint stock company incorporated in the PRC with limited liability and the shares of which are listed on the Shenzhen Stock Exchange

– iii –

DEFINITIONS

“Group”

the Company and its subsidiaries

• “Guarantors” including (i) CLFG and Hefei High-Tech, (ii) Huaguang Group, Bengbu Institute and International Engineering, and (iii) Triumph Group, Yixing Environmental Technology and GCL System Integration

• “H Share(s)” overseas listed foreign share(s) with a par value of RMB1.00 each in the share capital of the Company, listed on the main board of the Stock Exchange and traded in Hong Kong dollars

• “H Share Class Meeting” the class meeting of the H Shareholders to be held by the Company at 10:00 a.m. on Tuesday, 30 June 2020 (or immediately after the A Share Class Meeting) for the H Shareholders to consider and, if thought fit, approve the relevant resolutions on the Share Buybacks

• “H Shareholder(s)” holder(s) of the H Share(s)

• “Hefei High-Tech” Hefei High-Tech Construction Investment Group Company* (合 肥高新建設投資集團公司), an enterprise under ownership of the whole people incorporated in the PRC

• “Hefei New Energy” CNBM (Hefei) New Energy Company Limited* (中建材（合肥）新 能源有限公司), a wholly-owned subsidiary of the Company

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

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

• “Huaguang Group” Anhui Huaguang Photoelectricity Materials Technology Group Co., Ltd.* (安徽華光光電材料科技集團有限公司), a company incorporated in the PRC with limited liability

• “International Engineering” China Triumph International Engineering Co., Ltd.* (中國建材國 際工程集團有限公司), a company incorporated in the PRC with limited liability

– iv –

DEFINITIONS

• “Independent Shareholders” Shareholders other than (i) CNBMG and its associate(s); (ii) parties acting in concert with CNBMG; and (iii) all other parties (if any) who are interested or involved in the Share Buy-backs

• “Independent Third Party(ies)”

any person(s) or company(ies) and their respective ultimate beneficial owner(s) whom, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, are third parties independent of the Company and its connected persons

• “Latest Practicable Date”

• 25 May 2020, being the latest practicable date for the purpose of ascertaining certain information contained in this circular prior to its publication

• “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, the Macau Special Administrative Region of the PRC and Taiwan

• “Profit Guarantee” the profit guarantee provided by the respective Vendors under the Proposed Acquisitions Agreements to the Company in respect of the net profit attributable to equity holders of the respective Target Companies after deduction of extraordinary profit or loss during each of the three financial years ending 31 December 2018, 31 December 2019 and 31 December 2020, details of which are set out in the subsection headed “Profit Guarantee” under the section “(1) THE PROPOSED ACQUISITIONS” in the Letter from the Board contained in the Circular

• “Profit Guarantee Indemnity Agreements”

the First PG Indemnity Agreement, the Second PG Indemnity Agreement and the Third PG Indemnity Agreement, as supplemented by the respective Supplemental PG Indemnity Agreements

– v –

DEFINITIONS

“Profit Guarantee Period”	the guarantee period under the Profit Guarantee
“Proposed Acquisitions Agreements”	has the same meaning as ascribed to it in the Circular
“RMB”	Renminbi, the lawful currency of the PRC
“Second PG Indemnity Agreement”	has the same meaning as ascribed to it in the Circular
“Second SP Agreement”	has the same meaning as ascribed to it in the Circular
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong), as amended from time to time
“Share(s)”	ordinary share(s) of RMB1.00 each in the share capital of the
	Company, including the A Share(s) and the H Share(s)
“Shareholder(s)”	holder(s) of the Share(s)
“Share Buy-backs”	the share buy-backs, according to Profit Guarantee Indemnity
	Agreements, as Hefei New Energy and Tongcheng New Energy
	failed to fulfill the Profit Guarantee amount for the year 2019, the
	Company proposes to buy back (i) 1,844,708 A shares from CLFG
	and Hefei High-Tech and (ii) 2,011,369 A shares from Huaguang
	Group, Bengbu Institute and International Engineering
“Share Buy-backs Code”	the Hong Kong Code on Share Buy-backs
“SSE”	the Shanghai Stock Exchange
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“substantial Shareholder(s)”	has the same meaning as ascribed to it under the Listing Rules
“Supplemental PG Indemnity	has the same meaning as ascribed to it in the Circular
Agreements”
“Target Companies”	Hefei New Energy, Tongcheng New Energy and Yixing New
	Energy

– vi –

DEFINITIONS

• “Third PG Indemnity Agreement” has the same meaning as ascribed to it in the Circular

• “Third SP Agreement” has the same meaning as ascribed to it in the Circular

• “Tongcheng New Energy”

• CNBM (Tongcheng) New Energy Materials Company Limited* (中國建材桐城新能源材料有限公司), a wholly-owned subsidiary of the Company

“Triumph Group” Triumph Technology Group Company* (凱盛科技集團公司), an enterprise under ownership of the whole people incorporated in the PRC and an indirect controlling Shareholder of the Company

• “Vendors” including CLFG, Hefei High-Tech, Huaguang Group, Bengbu Institute, International Engineering, Triumph Group, Yixing Environmental Technology and GCL System Integration

• “Yixing Environmental Technology”

• Yixing Environmental Technology Innovation Venture Investment Company Limited* (宜興環保科技創新創業投資有限公司), a company incorporated in the PRC with limited liability and a wholly state-owned company

• “Yixing New Energy”

CNBM (Yixing) New Energy Company Limited* (中建材（宜興） 新能源有限公司), a subsidiary of the Company, 70.99% of whose shares are held by the Company

• “%” percent

– vii –

LETTER FROM THE BOARD

＊

Executive Directors:

Mr. Zhang Chong (Chairman) Mr. Xie Jun (Vice Chairman) Mr. Ma Yan (General Manager) Mr. Wang Guoqiang Mr. Zhang Rong

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

Non-executive Directors:

Mr. Ren Hongcan Mr. Chen Yong

Independent Non-executive Directors:

Mr. Jin Zhanping Mr. Ye Shuhua Mr. He Baofeng Ms. Zhang Yajuan

29 May 2020

To the Shareholders

Dear Sir or Madam,

CONNECTED TRANSACTIONS – SHARE BUY-BACKS

I. INTRODUCTION

Reference is made to the relevant announcement of the Company dated 29 April 2020 in relation to its connected transactions.

– 1 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with (i) details of the connected transactions – Share Buy-backs; (ii) the notice of AGM and (iii) the notice of H Share Class Meeting.

II. CONNECTED TRANSACTIONS – SHARE BUY-BACKS

Share Buy-backs

Pursuant to the Profit Guarantee Indemnity Agreements entered into between the Company and each of (i) CLFG and Hefei High-Tech, (ii) Huaguang Group, Bengbu Institute and International Engineering, and (iii) Triumph Group, Yixing Environmental Technology and GCL System Integration on 7 February 2017 (as supplemented by the Supplemental PG Indemnity Agreements), the Guarantors agreed to provide the Profit Guarantee to the Company for the net profit attributable to equity holders of the respective Target Companies (i.e. Hefei New Energy, Tongcheng New Energy and Yixing New Energy) after deduction of extraordinary profit or loss during the Profit Guarantee Period.

Save for Yixing New Energy has fulfilled its Profit Guarantee amount for the year 2019, under the Profit Guarantee Indemnity Agreements, the respective Guarantors of Hefei New Energy and Tongcheng New Energy (the “ Relevant Guarantors ”) shall compensate the Company as Hefei New Energy and Tongcheng New Energy have failed to fulfill the Profit Guarantee amount for the year 2019. According to the Profit Guarantee Indemnity Agreements, the respective Guarantors shall first indemnify the Company with the respective Shares obtained by them through the significant assets restructuring, while the Company will repurchase such Shares at the total consideration of RMB1.00. If the Shares held by the respective Guarantors through the significant assets restructuring are insufficient to make up the compensation amount for the current period, the deficiency shall be compensated by the respective Guarantors with their own or self-raised cash.

The formula for calculating the compensation amount for the current period is as follows:

The compensation amount for = (the accumulated Profit Guarantee amount as at the end of the current period the current period of the respective Target Companies – the accumulated Actual Net Profit of the respective Target Companies as at the end of the current period) ÷ the sum of the Profit Guarantee amount for the respective Target Companies during the Profit Guarantee Period × the acquisition consideration for the respective Target Companies – the accumulated compensated amount Number of the compensation = Compensation amount for the current period ÷ the issue shares for the current period price of the Consideration Shares

– 2 –

LETTER FROM THE BOARD

During the Profit Guarantee Period, in the event of capitalization issue by conversion or bonus issue by the Company, the number of compensation shares shall be adjusted correspondingly based on the following formula:

Number of the compensation = Number of the compensation shares for the current period shares (adjusted) for the (before adjustment) × (1 + proportion of capitalization issue current period by conversion or bonus issue)

In addition, the cash dividend distributed by the Company during the Profit Guarantee Period (if any) shall be correspondingly refunded based on the following formula:

Amount to be refunded = Allocated cash dividend per Share (after tax) as at the date of compensation × number of compensation shares for the current period

According to the aforementioned formula of profit compensation, the specific number of Shares to be compensated by the respective Relevant Guarantors for the Profit Guarantee in respect of the year 2019 is set out in the following table:

Target Companies Name of Relevant Guarantors Hefei New Energy CLFG Hefei High-Tech Sub-total Tongcheng New Energy Huaguang Group Bengbu Institute International Engineering Sub-total Total	Compensation Amount (RMB) 33,275,685 9,982,702 43,258,387 31,824,167 11,806,401 3,536,022 47,166,590 90,424,977	Number of Compensation Shares (Shares) 1,419,006 425,702 1,844,708 1,357,108 503,471 150,790 2,011,369 3,856,077

– 3 –

LETTER FROM THE BOARD

Therefore, the respective Relevant Guarantors shall make performance compensation to the Company with the respective Shares held by them through the significant assets restructuring under the Profit Guarantee Indemnity Agreements. As calculated, the total number of Shares to be compensated by the respective Guarantors is 3,856,077 (the “ Compensation Shares ”). The Company will repurchase the Compensation Shares in cash at the total consideration of RMB2.00 and cancel such Shares subsequently (the “ Share Cancellation ”).

Costs incurred by the respective Relevant Guarantors for purchasing the Compensation Shares

As the Company issued Shares to the respective Relevant Guarantors at the price of RMB23.45 per Share, the costs incurred for purchasing the relevant Compensation Shares by the respective Relevant Guarantors are as follows:

Relevant Guarantors	Costs
	(RMB)
	(approximately)
CLFG	33,275,691
Hefei High-Tech	9,982,712
Huaguang Group	31,824,183
Bengbu Institute	11,806,395
International Engineering	3,536,026

– 4 –

LETTER FROM THE BOARD

Effect of the Share Buy-backs and Share Cancellation on the shareholding structure of the Company

The following sets out the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) immediately after completion of the Share Buy-backs and Share Cancellation:

Shareholders A Shares CNBMG and parties acting in concert CLFG Bengbu Institute Huaguang Group International Engineering CNBMG and parties acting in concert Sub-total Hefei High-Tech Other A Shareholders Sub-total of the number of A Shares H Shares HKSCC (Nominees) Limited (Note) Other public H Shareholders Sub-total of the number of H Shares Total

(i) As at the Latest Practicable Date (ii) Immediately after completion of the Share Buy- backs and Share Cancellation Number of Shares Approximate % Number of Shares Approximate % 112,614,918 20.39 111,195,912 20.27 70,793,520 12.82 70,290,049 12.81 4,834,435 0.88 3,477,327 0.63 537,160 0.10 386,370 0.07 188,780,033 34.17 185,349,658 33.79 2,279,002 0.41 1,853,300 0.34 111,337,474 20.16 111,337,474 20.30 302,396,509 54.74 298,540,432 54.42 248,790,699 45.04 248,790,699 45.36 1,209,301 0.22 1,209,301 0.22 250,000,000 45.26 250,000,000 45.58 552,396,509 100 548,540,432 100

– 5 –

LETTER FROM THE BOARD

Notes:

• (1) To the best knowledge of the Company, HKSCC (Nominees) Limited holds the H Shares as the nominee of public H Shareholders.

• (2) As at the Latest Practicable Date, none of the Directors is interested in any Shares.

Reasons for and benefits of the Share Buy-backs

As Hefei New Energy and Tongcheng New Energy failed to fulfill the Profit Guarantee amount under the Profit Guarantee Indemnity Agreements, the Company shall make Share Buy-backs according to the Profit Guarantee Indemnity Agreements.

Given that the Share Buy-backs are entered into on normal commercial terms and arrived at after arm’s length negotiations between the parties thereto, and conducted in the ordinary and usual course of business of the parties, the Board (including independent non-executive Directors) are of the view that the terms of the Share Buy-backs are on normal commercial terms and in the ordinary and usual course of business of the Company, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Information of the Company, CLFG, Hefei High-tech, Huaguang Group, Bengbu Institute and International Engineering

The principal activities of the Company are production and sales of information display glass and new energy glass. The scope of business includes development, production, manufacture and installation of information display glass, new energy glass, photoelectric material for functional-glass category and its processed products and components, relevant materials, mechanical equipment and its electric appliances and accessories, relevant technical consultancy and technical services, as well as sales and after-sales services of self-produced products.

CLFG, the substantial 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.

Hefei High-Tech, an Independent Third Party, is principally engaged in five major business sectors including construction of infrastructure, sales of real estate, sales of production facilities, leasing business and disposal of assets.

Huaguang Group, an indirect subsidiary of CNBMG, is principally engaged in manufacturing and sales of float glass, ITO conductive film glass and further processed glass products.

– 6 –

LETTER FROM THE BOARD

Bengbu Institute, the substantial Shareholder of the Company, and an indirect wholly- owned subsidiary of CNBMG, is principally engaged in engineering management and services sector, manufacture of equipment sector, new materials sector and new glass sector (including ITO conductive film glass, TFT-LCD glass and float glass).

International Engineering, an associate of CNBMG, is principally engaged in engineering technology research and service, which mainly includes general contracting business of glass, cement and new energy and engineering project design business.

Implications under the Share Buy-backs Code and Listing Rules

As disclosed in the Circular, the repurchase mechanism under the Profit Guarantee Indemnity Agreements falls within the definition of “exempt share buy-back” under the Share Buy-backs Code and shall not constitute an off-market share buy-back given that the Share Buy-backs by the Company will be conducted in accordance with the terms of the Profit Guarantee Indemnity Agreements, such that prior consent from the respective owners of the Shares for such repurchase by the Company will not be required.

As at the Latest Practicable Date, CLFG, the substantial Shareholder of the Company, was interested in 112,614,918 A Shares, representing approximately 20.39% of the total issued share capital of the Company, and Bengbu Institute was interested in 70,793,520 A Shares, representing approximately 12.82% of the total issued share capital of the Company. Bengbu Institute directly holds 19% equity interest in CLFG and Bengbu Institute is an indirect wholly-owned subsidiary of CNBMG, a wholly state-owned enterprise incorporated in the PRC, which through its another wholly-owned subsidiary, indirectly holds approximately 53.64% interest in CLFG. Therefore, CNBMG is the ultimate controlling Shareholder of the Company and deemed to be interested in 183,408,438 A Shares held by CLFG and Bengbu Institute by virtue of the SFO, representing approximately 33.20% of the total issued share capital of the Company. As at the Latest Practicable Date, Bengbu Institute is the substantial Shareholder of the Company and an indirect subsidiary of CNBMG and each of CLFG and Huaguang Group is an indirect subsidiary of CNBMG and International Engineering is an associate of CNBMG. Therefore, each of CLFG, Huaguang Group, Bengbu Institute and International Engineering is regarded as a connected person of the Company.

As all the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) under the Share Buy-backs are more than 0.1% but less than 5%, the Share Buy-backs are subject to the reporting and announcement requirements, but exempt from independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. However, in accordance with the articles of association of the Company and as disclosed in the Circular, the Company is required to convene a general meeting and class meetings for the Independent Shareholders to consider and approve the Share Buy-backs.

– 7 –

LETTER FROM THE BOARD

Relevant resolutions on the Share Buy-backs include (i) the buy-backs of 1,844,708 A shares from CLFG and Hefei High-Tech, (ii) the buy-backs of 2,011,369 A shares from Huaguang Group, Bengbu Institute and International Engineering under the Profit Guarantee Indemnity Agreements as Hefei New Energy and Tongcheng New Energy failed to fulfill the Profit Guarantee amount for the year 2019, and (iii) the grant of authorisation to the Board to handle the share repurchase, cancellation, registered capital reduction and relevant matters, amendments to relevant articles of Articles of Association of the Company in respect of total share capital and equity structure, and the implementation of relevant registration and filing procedures inside or outside the PRC.

CNBMG and parties acting in concert with it and Shareholders who are interested in or involved in the Share Buy-backs will abstain from voting on the relevant resolutions on the Share Buy-backs at the AGM and the Class Meetings. Save for CNBMG and parties acting in concert with it and Hefei High-Tech, there is no other Shareholder who is interested or involved in the Share Buy-backs.

The relevant resolutions on the Share Buy-backs shall only be approved by two thirds or more of votes casted by the Independent Shareholders attending the AGM and the Class Meetings by way of poll as a special resolution. The Share Buy-backs and the relevant formalities under the PRC laws and regulations shall take place as soon as possible upon approval by the Independent Shareholders.

Directors’ Interests

Mr. Zhang Chong, the chairman of the Board, Mr. Xie Jun, an executive Director, Mr. Chen Yong and Mr. Ren Hongcan, non-executive Directors of the Company, have abstained from voting in respect of the Share Buy-backs at the Board meeting(s) due to the fact that they have connected relationship with the substantial Shareholder(s) or indirect controlling Shareholder(s) of the Company and are therefore not regarded as independent to make any recommendation to the Board.

III. AGM AND H SHARE CLASS MEETINGS

The AGM will be held to consider and, if thought fit, approve (among others) the Share Buy-backs. The Class Meetings will be held by the Company to consider and, if thought fit, pass the resolutions related to the Share Buy-backs. The voting at the AGM and the Class Meetings shall be conducted by way of poll. As stated above, CNBMG and parties acting in concert with it and Shareholders who are interested or involved in the Share Buy-backs will abstain from voting on the relevant resolutions to be proposed at the AGM and the Class Meetings.

A notice convening the AGM to be held at 9:00 a.m. on 30 June 2020 (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 was published by the Company on 15 May 2020 and is set out on pages 10 to 12 of this circular. A notice convening the H Share Class Meeting to be held at the conference room of the Company on 3rd Floor, No. 9 Tang Gong Zhong Lu, Xigong District,

– 8 –

LETTER FROM THE BOARD

Luoyang Municipal, Henan Province, the PRC at 10:00 a.m. on 30 June 2020 (Tuesday) (or immediately after the A Share Class Meeting) was published by the Company on 15 May 2020 and is set out on pages 13 to 15 of this circular.

The forms of proxy for use at the AGM and the H Share Class Meeting were despatched to the Shareholders and published on the website of The Stock Exchange of Hong Kong Limited (http:// www.hkexnews.hk) on 15 May 2020. Whether or not you are able to attend the AGM and/or the H Share Class Meeting in person, you are requested to complete and return the forms of proxy in accordance with the instructions printed thereon to the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, 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 and/or the H Share Class Meeting or any adjournment thereof. Completion and return of the forms of proxy will not preclude you from attending and voting in person at the AGM and/or the H Share Class Meeting or any adjournment thereof should you so wish.

IV. RECOMMENDATION

Given the Share Buy-backs are entered into on normal commercial terms and arrived at after arm’s length negotiations between the parties thereto, the Board (including independent non-executive Directors) are of the view that the terms of the Share Buy-backs are on normal commercial terms and in the ordinary and usual course of business of the Company, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

As a result, the Directors recommend all of the Shareholders to vote in favour of relevant resolutions on the Share Buy-backs to be proposed at the AGM and/or the H Share Class Meeting.

V. 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.

By order of the Board Luoyang Glass Company Limited* Zhang Chong

Chairman

• for identification purposes only

– 9 –

NOTICE OF ANNUAL GENERAL MEETING 2019

APPENDIX I

＊

NOTICE OF ANNUAL GENERAL MEETING 2019

NOTICE IS HEREBY given that the Annual General Meeting 2019 (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 30 June 2020 (Tuesday) 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 2019

2. To consider and approve the working report of the supervisory committee of the Company for the year 2019

3. To consider and approve the final accounts report of the Company for the year 2019

4. To consider and approve the Company’s annual report 2019 and its summary

5. To consider and approve the profit distribution plan of the Company for the year 2019

6. To consider and approve the financial budget report of the Company for the year 2020

7. To consider and approve the reappointment of WUYIGE Certified Public Accountants LLP as the auditor of the Company for the year 2020 with an auditing fee of RMB1.56 million in aggregate and, in case of material changes in volume of audit work for the year 2020, authorization to the Board of the Company for determining its remunerations according to the actual audit workload by then

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NOTICE OF ANNUAL GENERAL MEETING 2019

APPENDIX I

SPECIAL RESOLUTIONS

1. Resolution on the compensation scheme for unfulfilled profit guarantee of CNBM (Hefei) New Energy Co., Ltd.* (中建材（合肥）新能源有限公司) in 2019

2. Resolution on the compensation scheme for unfulfilled profit guarantee of CNBM (Tongcheng) New Energy Materials Co., Ltd.* (中國建材桐城新能源材料有限公司) in 2019

3. To consider and approve the grant of authorisation to the Board to handle the share repurchase, cancellation, registered capital reduction and other relevant matters, amendments to relevant articles of Articles of Association of the Company in respect of total share capital and equity structure, and the implementation of relevant registration and filing procedures inside or outside the PRC

(For details of the above resolutions, please refer to (i) annual report 2019; (ii) the announcements dated 29 April 2020; and (iii) the announcement dated 29 April 2020 in relation to its connected transactions (the “ Announcement ”). Unless otherwise specified, capitalized terms used herein shall have the same meaning as those defined in the Announcement.)

By order of the Board Luoyang Glass Company Limited* Zhang Chong Chairman

Luoyang, the PRC 15 May 2020

As at the date of this notice, the Board comprises five executive Directors: Mr. Zhang Chong, Mr. Xie Jun, Mr. Ma Yan, Mr. Wang Guoqiang and Mr. Zhang Rong; two non-executive Directors: Mr. Ren Hongcan and Mr. Chen Yong; and four independent non-executive Directors: Mr. Jin Zhanping, Mr. Ye Shuhua, Mr. He Baofeng and Ms. Zhang Yajuan.

• For identification purposes only

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NOTICE OF ANNUAL GENERAL MEETING 2019

APPENDIX I

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 4:30 p.m. on 29 May 2020, are entitled to attend and vote at the AGM. The register of members of the Company’s H Shares will be closed from 30 May 2020 to 30 June 2020 (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 Shops 1712–1716, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 4:30 p.m. on 29 May 2020.

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.

3. The principal Shareholder 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 notarised by the notary public. The proxy form together with the copies of such power of attorney or other authorisation documents as notarised by the notary public must be lodged at the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, 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 9 June 2020 by courier, mail or facsimile.

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 no more than 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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NOTICE OF THE 2020 FIRST H SHARE CLASS MEETING

APPENDIX II

＊

NOTICE OF THE 2020 FIRST H SHARE CLASS MEETING

NOTICE IS HEREBY given that the 2020 First H Share Class Meeting (the “ H Share Class Meeting ”) 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 10:00 a.m. on 30 June 2020 (Tuesday) (or immediately after the A Share Class Meeting of the Company to be convened and held on the same date and at the same place) for the purpose of considering and, if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

1. Resolution on the compensation scheme for unfulfilled profit guarantee of CNBM (Hefei) New Energy Co., Ltd.* (中建材（合肥）新能源有限公司) in 2019

2. Resolution on the compensation scheme for unfulfilled profit guarantee of CNBM (Tongcheng) New Energy Materials Co., Ltd.* (中國建材桐城新能源材料有限公司) in 2019

3. To consider and approve the grant of authorisation to the Board to handle the share repurchase, cancellation, registered capital reduction and other relevant matters, amendments to relevant articles of Articles of Association of the Company in respect of total share capital and equity structure, and the implementation of relevant registration and filing procedures inside or outside the PRC

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APPENDIX II NOTICE OF THE 2020 FIRST H SHARE CLASS MEETING

(For details of the above resolutions, please refer to the announcement of the Company dated 29 April 2020 in relation to its connected transactions.)

By order of the Board LUOYANG GLASS COMPANY LIMITED * Zhang Chong Chairman

Luoyang, the PRC 15 May 2020

As at the date of this notice, the Board comprises five executive Directors: Mr. Zhang Chong, Mr. Xie Jun, Mr. Ma Yan, Mr. Wang Guoqiang and Mr. Zhang Rong; two non-executive Directors: Mr. Ren Hongcan and Mr. Chen Yong; and four independent non-executive Directors: Mr. Jin Zhanping, Mr. Ye Shuhua, Mr. He Baofeng and Ms. Zhang Yajuan.

• For identification purposes only

– 14 –

NOTICE OF THE 2020 FIRST H SHARE CLASS MEETING

APPENDIX II

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 4:30 p.m. on 29 May 2020, are entitled to attend and vote at the H Share Class Meeting. The register of members of the Company’s H Shares will be closed from 30 May 2020 to 30 June 2020 (both days inclusive), during which period no transfer of H Shares will be effected in order to determine the list of holders of H shares eligible to attend the meeting. Holders of H shares of the Company who wish to attend the H Share Class Meeting 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 Shops 1712–1716, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 4:30 p.m. on 29 May 2020.

2. Any Shareholder entitled to attend and vote at the H Share Class Meeting may appoint a proxy or proxies (who need not be a Shareholder of the Company) to attend and vote at the meeting on his/her behalf. A proxy of a Shareholder who has appointed more than one proxy may only vote on a poll.

3. The principal Shareholder 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 notarised by the notary public. The proxy form together with the copies of such power of attorney or other authorisation documents as notarised by the notary public must be lodged at the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, 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 meeting or any adjournment thereof.

4. Shareholders who intend to attend the H Share Class Meeting 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 9 June 2020 by courier, mail or facsimile.

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

6. The H Share Class Meeting is expected to last for no more than one day. Shareholders and proxies attending the H Share Class Meeting 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 H Share Class Meeting or any adjourned meetings should you so wish.

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