RoboSense Technology Co., Ltd — Capital/Financing Update 2011

Jan 31, 2011

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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DISCLOSEABLE TRANSACTION DISPOSAL OF THE COMPANY’S LAND USE RIGHTS AND THE BUILDINGS AND ANCILLARY STRUCTURES

Reference is made to the Company’s announcement dated 19 January 2011.

The Board announces that on 31 January 2011, the Company and Luoyang Land Centre, an Independent Third Party, entered into the Agreement, pursuant to which the Company has agreed to sell and Luoyang Land Centre has agreed to purchase the Land Use Rights and the Buildings and Ancillary Structures at a total consideration of RMB177,900,000 (equivalent to approximately HK$209,922,000).

As the applicable percentage ratios in respect of the Agreement are more than 5% but less than 25%, the Disposal constitutes a discloseable transaction of the Company under the Hong Kong Listing Rules. Accordingly, the Disposal and the Agreement are subject to the reporting and announcement requirements only but exempt from the shareholders’ approval requirement under Chapter 14 of the Hong Kong Listing Rules.

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However, according to the Shanghai Listing Rules, the Company is required to seek the Shareholders’ approval for the Disposal and the Agreement at the EGM. A circular containing, among other things, details of the Disposal and a notice of the EGM will be dispatched to the Shareholders as soon as practicable.

INTRODUCTION

The Board announces that on 31 January 2011, the Company and Luoyang Land Centre, an Independent Third Party, entered into the Agreement, pursuant to which the Company has agreed to sell and Luoyang Land Centre has agreed to purchase the Land Use Rights and the Buildings and Ancillary Structures at a total consideration of RMB177,900,000 (equivalent to approximately HK$209,922,000).

Set out below is a summary of the principle terms of the Agreement.

THE AGREEMENT

Date

31 January 2011

Parties

• (1) the Company, as seller; and

• (2) Luoyang Land Centre, as purchaser. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiry, Luoyang Land Centre and its ultimate beneficial owners are Independent Third Parties.

Details of the Disposal

The Company and Luoyang Land Centre entered into the Agreement on 31 January 2011, pursuant to which the Company has agreed to sell and Luoyang Land Centre has agreed to purchase the Land Use Rights and the Buildings and Ancillary Structures. Completion of the Agreement shall be conditional upon, among other things, obtaining the requisite approval from the Shareholders at the EGM.

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Consideration

The total consideration for the Land Use Rights and the Buildings and Ancillary Structures is RMB177,900,000 (equivalent to approximately HK$209,922,000).

The consideration for the Disposal was determined by the Company and Luoyang Land Centre after arm’s length negotiation with reference to (i) the unaudited net book values of the Land Use Rights and the Buildings and Ancillary Structures as at 31 December 2010, (ii) the appraised value of the Land Use Rights as at 25 December 2010 and the appraised value of the Buildings and Ancillary Structures as at 31 December 2010, (iii) the prevailing market value of comparable assets in the market in the same area and (iv) the value of the Land and the Buildings and Ancillary Structures for future development and use. The appraised values of the Land Use Rights and the Buildings and Ancillary Structures are derived from the valuation reports issued by (i) Henan Jindi Appraisal and Consultation Company Limited (河南金地評估諮詢有限公司) and Luoyang Guodi Real Estates Appraisal Company Limited (洛陽國地不動產評估有限公司) as well as (ii) Henan APV China Appraisal Company Limited* ( 河南亞太聯華資產評估有限公司), all being independent professional property valuers in the PRC.

The total consideration for the Land Use Rights and the Buildings and Ancillary Structures represents a gain of approximately RMB61,534,321.97 or a premium of approximately 53% as compared to the sum of the unaudited net book values of the Land Use Rights and the Buildings and Ancillary Structures as at 31 December 2010. However, the total consideration for the Land Use Rights and the Buildings and Ancillary Structures is lower than their appraised values, mainly taking into account of the location of the Land situated at the core protection area for the cultural relics of the Luoyang City of the Sui and Tang Dynasties (洛陽市隋唐城遺址) and the limited development and use of the Land, resulting in the lesser value for future commercial development.

In view of the foregoing and the substantial gain to be recorded by the Company upon completion of the Disposal, the Directors (including the independent non-executive Directors) consider that the total consideration for 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.

Assuming the Agreement is approved by the Shareholders at the EGM, the total consideration of RMB177,900,000 for the Land Use Rights and the Buildings and Ancillary Structures will be paid by Luoyang Land Centre in cash in the following manner:

• (i) the first payment of not less than RMB110,000,000 will be paid before 21 March 2011 or on the date of approval of the Agreement by the Shareholders, whichever is later (the “ First Payment ”);

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• (ii) the second payment of not less than RMB20,000,000 will be paid before 31 December 2011; and

• (iii) the balance of the consideration of RMB47,900,000 will be paid before 31 December 2012.

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

The Company shall deliver all the original certificates of rights in respect of the Land and the Buildings and Ancillary Structures (i.e. Certificate(s) for the Use of State-owned Land and Property Ownership Certificate(s)) to Luoyang Land Centre after the First Payment.

Prior to 21 March 2011 or on the date of approval of the Agreement by the Shareholders (if obtained), whichever is later, the Company shall deliver the Land and the Buildings and Ancillary Structures to Luoyang Land Centre. It is agreed that the Company and Luoyang Land Centre shall cooperate in handling the relevant registration procedures in connection with the transfer or cancellation of the legal rights relating to the Land and the Buildings and Ancillary Structures whilst completion of such registration procedures shall deem the delivery of the Land and the Buildings and Ancillary Structures be completed. Thereafter, all the rights attaching to the Land and the Buildings and Ancillary Structures shall belong to Luoyang Land Centre.

INFORMATION OF THE LAND USE RIGHTS AND THE BUILDINGS AND ANCILLARY STRUCTURES

The Land Use Rights relate to the Land of the Company of approximately 176,273.1 sq. m. located at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang, Henan Province, the PRC ( 中國河南省 洛陽市西工區唐宮中路9號).

The Buildings and Ancillary Structures are all the buildings and ancillary structures erected on the Land and are retained by the Company for 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 and profit of the Group. Accordingly, the Land Use Rights and the Buildings and Ancillary Structures have not generated any revenue and profit for the Company for the two financial years ended 31 December 2009 and 31 December 2010.

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The table below summarizes the financial information of the Land Use Rights and the Buildings and Ancillary Structures under the Generally Accepted Accounting Standard of the PRC:

		Buildings and
		Ancillary
	Land Use Rights	Structures	Total
Audited net book value	RMB26,432,875.17	RMB94,797,075.47	RMB121,229,950.64
for the financial year ended
31 December 2009
Unaudited net book value	RMB25,662,985.65	RMB90,702,692.38	RMB116,365,678.03
for the financial year ended
31 December 2010
Appraised value	RMB111,933,400	RMB94,399,270	RMB206,332,670
	as at 25 December 2010	as at 31 December 2010

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 (洛陽市隋唐城遺址). Pursuant to the requirements under the Protection of the Relics of the Luoyang City of the Sui and Tang Dynasties Ordinance ( 洛陽市隋 唐城遺址保護條例) and the Previous Agreement, the Company has sold to Luoyang Land Centre (i) a piece of land of the Company of approximately 218,658.30 sq. m. located at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang, Henan Province, the PRC ( 中國河南省洛陽市西工區唐宮 中路9號) and (ii) the buildings and ancillary structures erected thereon.

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As requested by the government of Luoyang City for the purposes of planning and development, Luoyang Land Centre entered into the Agreement with the Company for acquisition of the Buildings and Ancillary Structures and the Land, being the remaining portion of the land of the Company located at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang, Henan Province, the PRC (中國河南省洛陽市西工區唐宮中路9號) which have been acquired by Luoyang Land Centre under the Previous Agreement.

Upon completion of the Disposal, the Company is expected to realize a substantial gain of approximately RMB61,534,321.97, which is the difference between the total consideration for the Land Use Rights and the Buildings and Ancillary Structures and the sum of the unaudited net book values of the Land Use Rights and the Buildings and Ancillary Structures as at 31 December 2010. The sales proceeds of the Disposal will be used to accustom to the demand for the future development of the Company.

In view of the above, the Directors consider that the Disposal, on one hand, will help to protect the historical and cultural heritage, while on the other hand, will bring additional income to the Company which will in turn improve the financial position, profitability and liquidity of the Company thereby procuring future business development of the Company.

The terms of the Agreement were determined after arm’s length negotiation between the Company and Luoyang Land Centre. The Directors (including the independent non-executive Directors) consider that the Disposal and the terms of the Agreement are in the ordinary course of business and on normal commercial terms, and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

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.

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Luoyang Land Centre is a state-owned business unit (事業單位) belonging to the government of Luoyang City 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 and having made all reasonable enquiry, Luoyang Land Centre and its ultimate beneficial owners are Independent Third Parties.

HONG KONG LISTING RULES AND SHANGHAI LISTING RULES IMPLICATIONS

As the applicable percentage ratios in respect of the Agreement are more than 5% but less than 25%, the Disposal constitutes a discloseable transaction of the Company under the Hong Kong Listing Rules. Accordingly, the Disposal and the Agreement are subject to the reporting and announcement requirements only but exempt from the shareholders’ approval requirement under Chapter 14 of the Hong Kong Listing Rules.

However, according to the Shanghai Listing Rules, the Company is required to seek the Shareholders’ approval for the Disposal and the Agreement at the EGM. A circular containing, among other things, details of the Disposal and a notice of the EGM will be dispatched to the Shareholders as soon as practicable.

DEFINITIONS

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

“Agreement” an agreement dated 31 January 2011 entered into between the Company and Luoyang Land Centre, pursuant to which the Company has agreed to sell and Luoyang Land Centre has agreed to purchase the Land Use Rights and the Buildings and Ancillary Structures at a total consideration of RMB177,900,000 (equivalent to approximately HK$209,922,000)

“Board”

the board of Directors

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“Buildings and Ancillary Structures”

all the buildings and ancillary structures erected on the Land

“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 and A shares of which are listed
	on the main board of the Stock Exchange (stock code: 1108)
	and the Shanghai Stock Exchange respectively
“connected person(s)”	has the same meaning as ascribed to it under the Hong Kong
	Listing Rules
“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 Agreement
“EGM”	an extraordinary general meeting of the Company to be
	convened and held on 21 March 2011 (Monday) for the
	Shareholders to consider, and if thought fit, approve, among
	other things, the Disposal and the Agreement
“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
“Hong Kong Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Independent Third Party(ies)”	person(s) or company(ies) and their respective ultimate
	beneficial 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 connected persons

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“Land”

• “Land Use Rights”

• “Luoyang Land Centre”

• “percentage ratios”

• “PRC”

• “Previous Agreement”

• “RMB”

• “Shanghai Listing Rules”

a piece of land of the Company of approximately 176,273.1 sq. m. located at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang, Henan Province, the PRC (中國河南省洛陽市西 工區唐宮中路9號)

the state-owned construction land use rights of the Land

• Luoyang Land Reserves Coordination Centre* (洛陽市土 地儲備整理中心), a state-owned business unit ( 事業單 位) belonging to the government of Luoyang City and an Independent Third Party

• has the same meaning as ascribed to it under the Hong Kong Listing Rules, as applicable to a transaction

• the People’s Republic of China which, for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan

• the agreement dated 24 October 2008 entered into between the Company and Luoyang Land Centre, pursuant to which the Company has agreed to sell and Luoyang Land Centre has agreed to purchase (i) a piece of land of the Company of approximately 218,658.30 sq. m. and (ii) the buildings and ancillary structures erected thereon. The Previous Agreement was disclosed by the Company in its announcement and circular dated 24 October 2008 and 3 November 2008 respectively and was approved by the then Shareholders at the extraordinary general meeting of the Company held on 19 December 2008

Renminbi, the lawful currency of the PRC

the Shanghai Stock Exchange Share Listing Rules

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“Shareholder(s)”

the shareholder(s) of the Company

“sq. m.” square metre “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent.

For the purpose of this announcement, the exchange rate of RMB1.00 = HK$1.18.

By order of the Board Luoyang Glass Company Limited Song Jianming Chairman

Luoyang, the PRC 31 January 2011

As at the date of this announcement, the Board comprises four executive Directors: Mr. Song Jianming, Mr. Ni Zhisen, Ms. Song Fei and Mr. Cheng Zonghui; three non-executive Directors: Mr. Zhao Yuanxiang, Mr. Zhang Chengong and Mr. Guo Yimin; and four independent non-executive Directors: Mr. Zhang Zhanying, Mr. Guo Aimin, Mr. Huang Ping and Mr. Dong Jiachun.

• For identification purposes only

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