RoboSense Technology Co., Ltd — Capital/Financing Update 2008

Oct 24, 2008

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

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

(Stock Code: 1108)

MAJOR TRANSACTION IN RELATION TO THE DISPOSAL OF THE COMPANY’S LAND USE RIGHTS AND BUILDINGS AND ANCILLARY STRUCTURES

Financial Advisor to the Company

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The Board announces that on 24 October 2008, the Company and Luoyang Land Centre, an Independent Third Party, entered into the Contract pursuant to which the Company agreed to sell and Luoyang Land Centre agreed to purchase the Land Use Rights and the Buildings and Ancillary Structures at a total consideration of RMB250,000,000 (approximately HK$287,500,000).

As the relevant percentage ratios are more than 25% but less than 75%, the Disposal constitutes a major transaction of the Company under Rule 14.06(3) of the Listing Rules. A circular containing, amongst other things, further details of the Disposal will be despatched to the Shareholders within 21 days after the publication of this announcement. An EGM of the Company will be convened to approve the Contract and the Disposal.

Trading in the H shares of the Company on the Stock Exchange has been suspended since 31 October 2006 and will remain to be suspended until further notice.

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INTRODUCTION

The Board announces that on 24 October 2008, the Company and Luoyang Land Centre, an Independent Third Party, entered into the Contract pursuant to which the Company agreed to sell and Luoyang Land Centre agreed to purchase the Land Use Rights and the Buildings and Ancillary Structures at a total consideration of RMB250,000,000 (approximately HK$287,500,000).

MAJOR TRANSACTION

The Contract

• (1) Date

24 October 2008

• (2) Parties

Seller: The Company

Purchaser: Luoyang Land Centre. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Luoyang Land Centre and its ultimate beneficial owner are Independent Third Parties

• (3) Details of the Disposal

The Company and Luoyang Land Centre entered into the Contract on 24 October 2008 pursuant to which the Company has agreed to sell the Land Use Rights and the Buildings and Ancillary Structures to Luoyang Land Centre. Completion of the Contract shall be conditional upon, amongst other things, obtaining the requisite approval from the Shareholders at the EGM in accordance with the Listing Rules.

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(4) Consideration

The total consideration of the Land Use Rights and the Buildings and Ancillary Structures is RMB250,000,000 (which includes the consideration of RMB180,000,000 for the Land Use Rights and the consideration of RMB70,000,000 for the Buildings and Ancillary Structures), which was determined by the Company and Luoyang Land Centre after arm’s length negotiations with reference to the unaudited net book value of the Land Use Rights and the Buildings and Ancillary Structures recorded in the financial statements of the Company as at 30 September 2008 and the prevailing market value of comparable assets in the market in the same area. Based on the generally accepted accounting standards in the PRC, the unaudited net book value of each of the Land Use Rights and the Buildings and Ancillary Structures as at 30 September 2008 was RMB34,657,279.62 and RMB40,001,507.87 respectively. Based on the International Financial Reporting Standards, the unaudited net book value of each of the Land Use Rights and the Buildings and Ancillary Structures as at 30 September 2008 was RMB nil and RMB40,001,507.87 respectively. In order to provide additional information relating to the valuation of the Land and the Buildings and Ancillary Structures for inclusion in the circular to the dispatched to the Shareholders in accordance with the Listing Rules, Norton Appraisals Limited, an independent professional property valuer, was appointed to assess the value of the Land Use Rights and the Buildings and Ancillary Structures on 20 October 2008.

In view of the foregoing and the substantial gain to be recorded by the Company on completion of the Disposal as referred to below, the Board (including independent nonexecutive Directors) considers that the consideration of the Land Use Rights and the Buildings and Ancillary Structures is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Out of the total consideration of RMB250,000,000, not less than RMB130,000,000 will be paid by Luoyang Land Centre on 20 December 2008 or on the date of approval of the Contract by the Shareholders, whichever is later, (“ First Payment ”) and the balance of consideration will be paid by Luoyang Land Centre before 20 December 2009.

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(5) Delivery of the Land Use Rights and the Buildings and Ancillary Structures

The Company shall provide Luoyang Land Centre with all the original certificates of rights in respect of the Land Use Rights and the Buildings and Ancillary Structures at the time of the First Payment.

On 20 December 2008 or on the date of approval of the Contract by the Shareholders, whichever is later, the Company and Luoyang Land Centre shall complete the relevant registration procedures regarding the transfer and cancellation of the legal rights relating to the Land and the Buildings and Ancillary Structures. Thereafter, the Company shall hand over the Land and the Buildings and Ancillary Structures to Luoyang Land Centre.

Reasons for the Disposal

The Land and the Buildings and Ancillary Structures are located inside the relics of the Luoyang City of the Sui and Tang Dynasties（隋唐洛陽城遺址）. Pursuant to the Bill on Protection of the Relics of the Luoyang City of the Sui and Tang Dynasties（洛陽市隋唐洛 陽城遺址保護條例草案）, the development of construction and infrastructure projects in the area may be restricted in order to preserve the historical and cultural heritage. Accordingly, the Directors are of the view that the local policies on the preservation of historical relics may impede the expansion and upgrade of the existing manufacturing facilities of the Company in the area and hence limit the business development of the Company in the future. On the other hand, the Directors believe that the disposal of the Land Use Rights and the Buildings and Ancillary Structures to the Luoyang Land Centre at a reasonable price will both support the local government’s policies of protecting historical relics and bring additional revenues to the Company which will in turn enhance the financial position, profitability and liquidity of the Company and support future business development of the Company.

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Upon completion of the Disposal, based on the generally accepted accounting standards in the PRC, the Company is expected to realize a significant gain of approximately RMB175,341,212.51, which is the difference between the total consideration of RMB250,000,000 and the total unaudited net book value of the Land Use Rights and the Buildings and Ancillary Structures of RMB74,658,787.49 as at 30 September 2008. Based on the International Financial Reporting Standards, the expected gain is approximately RMB209,998,492.13, which is the difference between the total consideration of RMB250,000,000 and the total unaudited net book value of the Land Use Rights and the Buildings and Ancillary Structures of RMB40,001,507.87 as at 30 September 2008. The Company will record the substantial gain from the Disposal in the accounts of the Group for the year ending 31 December 2008. The sale proceeds will be used as general working capital of the Company for its future development.

The terms of the Contract are arrived at after arm’s length negotiations which are on normal commercial terms. The Directors, including the independent non-executive Directors, consider that the Disposal is in ordinary course of business and on normal commercial terms and the terms of the Contract are fair and reasonable and in the interest of the Company and its Shareholders as a whole.

Listing Rules Implications

As the relevant percentage ratios are more than 25% but less than 75%, the Disposal constitutes a major transaction of the Company under Rule 14.06(3) of the Listing Rules and is subject to, amongst other things, the approval of the Shareholders at the EGM.

A circular containing, among others things, further information on the Disposal, a valuation report prepared by Norton Appraisals Limited in connection with the Land Use Rights and the Buildings and Ancillary Structures and a notice of the EGM will be despatched to the Shareholders within 21 days after the publication of this announcement.

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Information of the Land Use Rights and the Buildings and Ancillary Structures

The Land Use Rights relate to a Land of the Company of approximately 218,658.30 sq. meters located at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang, Henan Province, the PRC.

The Buildings and Ancillary Structures are certain buildings and ancillary structures erected on the Land and retained by the Company for office, workshop and storage uses. As the Buildings and Ancillary Structures are of a supporting nature and the related production lines had not been in use by the Company, they are not directly attributable to the revenue of the Group.

Based on the generally accepted accounting standards in the PRC, the unaudited net book value of each of the Land Use Rights and the Buildings and Ancillary Structures as at 30 September 2008 was RMB34,657,279.62 and RMB40,001,507.87 respectively, while under the International Financial Reporting Standards, the unaudited net book value of each of the Land Use Rights and the Buildings and Ancillary Structures as at 30 September 2008 was RMB nil and RMB40,001,507.87 respectively. As explained above, the Land Use Rights and the Buildings and Ancillary Structures have not generated any income for the Company for the two financial years ended 31 December 2006 and 31 December 2007.

Information of the Company and Luoyang Land Centre

The Company is the place of origin for one of three great float glass production methods – “Luoyang Float Glass”. It is one of the largest manufacturers and distributors of float glass in glass industry in the PRC. The Company is principally engaged in the production and sale of float flat glass and reprocessed automobile glass.

Luoyang Land Centre is a state-owned business unit（事業單位）belonging to Luoyang government and is principally engaged in city construction by using land development fund, protection of the safety and added-value of the state-owned land assets, early stage basic development of city construction land, development of the land reserve, development, coordination and re-cultivation of supplementary cultivated land. To the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, Luoyang Land Centre and its ultimate beneficial owner are Independent Third Parties.

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GENERAL

Trading in the H shares of the Company on the Stock Exchange has been suspended since 31 October 2006 and will remain to be suspended until further notice.

DEFINITIONS

“Board”	the board of Directors;
“Buildings and Ancillary	certain buildings and ancillary structures erected on the Land and
Structures”	retained by the Company for office, workshop and storage uses;
“Company”	Luoyang Glass Company Limited（洛陽玻璃股份有限公司）, a
	joint stock limited company incorporated in the PRC with limited
	liability, the H Shares of which are listed on the Main Board of
	the Stock Exchange (stock code: 1108);
“Contract”	an acquisition contract entered into between the Company and
	Luoyang Land Centre on 24 October 2008, pursuant to which the
	Company agreed to sell the Land Use Rights and the Buildings
	and Ancillary Structures to Luoyang Land Centre;
“Directors”	the directors of the Company, including the independent non-
	executive directors;
“Disposal”	the disposal of the Land Use Rights and the Buildings and
	Ancillary Structures by the Company to Luoyang Land Centre
	pursuant to the Contract;
“EGM”	an extraordinary general meeting of the Company to be convened
	for the purpose of considering, and if thought fit, approving the
	Contract and the Disposal;
“Group”	the Company and its subsidiaries;
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC;

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“Independent Third	person(s) or company(ies) and their respective ultimate beneficial
Party(ies)”	owner(s) which, to the best of the Directors’ knowledge,
	information and belief, having made all reasonable enquiries, are
	third parties independent of and not connected with the Company
	and its subsidiaries and its connected persons (as defined in the
	Listing Rules);
“Land”	a piece of land of the Company of approximately 218,658.30 sq.
	meters located at No. 9 Tang Gong Zhong Lu, Xigong District,
	Luoyang, Henan Province, the PRC;
“Land Use Rights”	the state-owned construction land use rights of the Land;
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange;
“Luoyang Land Centre”	洛陽市土地儲備整理中心(Luoyang Land Reserves Coordination
	Centre*), a state-owned business unit（事業單位）belonging to
	Luoyang government and an Independent Third Party;
“percentage ratio”	has the meaning ascribed to this term under the Listing Rules,
	as application to a transaction;
“PRC”	the People’s Republic of China which, for the purpose of this
	announcement, excludes Hong Kong, Macau and Taiwan;

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“Share(s)”

share(s) of RMB1.00 each of the Company;

“Shareholder(s)”

registered holder(s) of the Shares;

“Stock Exchange”

The Stock Exchange of Hong Kong Limited.

By order of the Board Gao Tianbao Chairman

Luoyang, the PRC 24 October 2008

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

• For identification purpose only

Note: In this announcement, certain amounts expressed in RMB have been translated into HK$ at RMB1 = HK$1.15 for illustrative purposes only. No representation is made that any amount in HK$ or RMB could have been or can be converted at the above rates or at any other rates.

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