RoboSense Technology Co., Ltd — Board/Management Information 2013

Jun 7, 2013

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

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ANNOUNCEMENT OF RESOLUTIONS PASSED AT THE BOARD MEETING AND APPOINTMENT OF DIRECTOR

All members of the board (the “ Board ”) of directors (the “ Directors ”) of Luoyang Glass Company Limited (the “ Company ”) hereby warrant the truthfulness, accuracy and completeness of the contents of this announcement, and accept several and joint responsibilities for any false information, misleading statements or material omissions in this announcement.

The 12th meeting of the seventh Board of the Company was held on 7 June 2013. All of the ten eligible Directors have attended the meeting, and the meeting was in compliance with the requirements of the Company Law of the People’s Republic of China (the “ PRC ”) and the Articles of Association of the Company. The meeting was presided over by Mr. Ni Zhisen, the executive Director of the Company. The following resolutions were duly considered and passed by way of poll at the meeting:

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• I. TO ELECT MR. MA LIYUN AS THE CHAIRMAN OF THE SEVENTH BOARD OF THE COMPANY, WITH THE TERM OF OFFICE SAME AS THAT OF THE SEVENTH BOARD.

• II. TO ELECT MR. ZHANG CHONG AS THE VICE CHAIRMAN OF THE SEVENTH BOARD OF THE COMPANY, WITH THE TERM OF OFFICE SAME AS THAT OF THE SEVENTH BOARD.

III. THE RESOLUTION IN RELATION TO THE CHANGE OF AUTHORIZED REPRESENTATIVES.

As Mr. Song Jianming and Ms. Song Fei have resigned from the positions of Directors, their qualifications as the authorized representatives were terminated. The executive Directors, Mr. Ma Liyun and Mr. Ni Zhisen, were appointed as the authorized representatives of the Company.

IV. THE RESOLUTION IN RELATION TO THE AUTHORIZATION GRANTED TO THE NEW CHAIRMAN, MR. MA LIYUN.

Except for the limit of rights as stipulated under the laws and regulations, the Articles of Association of the Company and the listing rules in Shanghai and Hong Kong, the chairman, Mr. Ma Liyun, was authorized to execute on behalf of the Company any contracts or agreements in respect of one-off external investment, purchase or sale, contracting, bank loans or bank acceptance with an amount below RMB50 million during his term of office, all economic and legal liabilities arising from which shall be borne by the Company.

Meanwhile, the original authorization granted to Mr. Song Jianming was terminated.

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V. THE RESOLUTION IN RELATION TO THE AUTHORIZATION GRANTED TO THE FINANCIAL CONTROLLER, MS. SUN LEI.

Except for the limit of rights as stipulated under the laws and regulations, the Articles of Association of the Company and the listing rules in Shanghai and Hong Kong, Ms. Sun Lei was authorized to execute on behalf of the Company any contracts or agreements in respect of one-off external investment, purchase or sale, contracting, bank loans or bank acceptance with an amount below RMB20 million during her term of office, all economic and legal liabilities arising from which shall be borne by the Company.

Meanwhile, the original authorization granted to Ms. Song Fei was terminated.

VI. THE RESOLUTION IN RELATION TO THE ADJUSTMENTS TO THE MEMBERS OF THE SPECIAL COMMITTEES UNDER THE BOARD.

As the members of the Board have been changed, the members of the five special committees under the Board of the Company are adjusted as follows:

The Strategic Committee:

Mr. Ma Liyun, Mr. Zhang Chengong, Mr. Zhang Chong, Mr. Ni Zhisen and Mr. Zeng Shaojin. Mr. Ma Liyun serves as the chairman.

The Nomination Committee: Mr. Zeng Shaojin, Mr. Huang Ping and Mr. Ma Liyun. Mr. Zeng Shaojin serves as the chairman.

The Remuneration and Mr. Dong Jiachun, Mr. Liu Tianni and Mr. Review Committee: Ma Liyun. Mr. Dong Jiachun serves as the chairman.

The Compliance Committee Mr. Liu Tianni, Mr. Guo Yimin, Mr. Lo Wai (no change of members): Keung, Eric and Mr. Ip Pui Sum. Mr. Liu Tianni serves as the chairman.

The Audit Committee Mr. Huang Ping, Mr. Liu Tianni and Mr. (no change of members): Dong Jiachun. Mr. Huang Ping serves as the chairman.

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VII. THE RESOLUTION IN RELATION TO THE NOMINATION OF MR. XIE JUN AS THE EXECUTIVE DIRECTOR OF THE COMPANY.

According to the “Rules of Procedure for Board Meeting”, the Board should be composed of 11 Directors. At present, the Board is lack of one Director. According to the nomination made by the controlling shareholder of the Company, China Luoyang Float Glass (Group) Company Limited (“ CLFG ”), Mr. Xie Jun has been nominated as the executive Director candidate of the seventh Board. The Board considered that Mr. Xie meets the qualifications for directorship and agreed the above nomination. The appointment of the above Director is subject to the approval by the shareholders at the 2013 first extraordinary general meeting (the “ EGM ”) of the Company to be held on 29 July 2013. A notice of the EGM will be dispatched to the shareholders of the Company as soon as possible.

Biographical details of Mr. Xie are set out as follows:

Mr. Xie Jun , aged 47, is a professor-grade senior engineer with a doctor’s degree in engineering. He is currently the party secretary and deputy general manager of the Company. Since he joined the Company in October 1988, he has served as the supervisor of the first float glass factory workshop, factory manager of the second float glass factory, head of the production department, party secretary and general manager of the subsidiary, Chenzhou Bada Glass Company Limited, and party secretary and deputy general manager of the Company, successively. From December 2005 to March 2008, he served as the party secretary and general manager of CLFG Processed Glass Co., Ltd. From September 2007 to August 2009, he was an executive Director of the Company. Since May 2006 up to now, he has served as a member of the standing party committee of CLFG. Since June 2009 up to now, he has served as the chief engineer of CLFG. Mr. Xie attains high professional levels and has practical experience in respect of the research, production organization and marketing of float glass technologies.

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

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Length of service and emolument

If Mr. Xie is appointed as a Director of the Company, he will enter into a service agreement with the Company for a term of office from the date of the EGM (i.e. 29 July 2013) to 8 November 2015 and will receive a remuneration in accordance with the remuneration proposal passed at the 2012 third extraordinary general meeting of the Company, which will be determined with reference to his duties and responsibilities with the Company and the market rate for the position.

Relationships

Mr. Xie 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 date hereof, Mr. Xie does not have any interest in the shares of the Company (within the meaning of Part XV of the Securities and Futures Ordinance).

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

In relation to the appointment of Mr. Xie, 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 provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and there is no matter which needs to be brought to the attention of the shareholders of the Company.

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VIII. THE PAYMENT FRAMEWORK AGREEMENT TO BE SIGNED BETWEEN THE COMPANY AND CHINA BUILDING MATERIAL GLASS COMPANY.

From the signing date of the above agreement to 31 December 2013, the Company intends to, through China Building Material Glass Company, settle the amounts due to suppliers of the Company and its subsidiaries with an aggregate amount of not more than RMB150,000,000.

The above transaction constitutes a connected transaction under the listing rules in Shanghai. For details, please refer to the “Announcement in relation to the connected transaction between Luoyang Glass Company Limited and China Building Material Glass Company” published by the Company on the same date.

The seventh resolution above will be submitted to the EGM for consideration.

By order of the Board LUOYANG GLASS COMPANY LIMITED Ma Liyun Chairman

Luoyang, the PRC 7 June 2013

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

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