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RoboSense Technology Co., Ltd Interim / Quarterly Report 2012

Aug 28, 2012

50628_rns_2012-08-28_7191bae2-c68e-4de5-bf41-016831efc9cd.pdf

Interim / Quarterly Report

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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 RESULTS FOR THE FIRST HALF OF 2012 AND SUMMARY OF 2012 INTERIM REPORT

1 IMPORTANT NOTICE

  • 1.1 The board of directors (the “Board”), the supervisory committee, the directors (the “Directors”), supervisors and senior management of the Company warrant that there is no false representation and misleading statement in or material omission from this report and jointly and severally accept responsibilities for the truthfulness, accuracy and completeness of the contents contained herein.

This interim report summary is extracted from the interim report. Investors should carefully read the full text of the interim report for details.

  • 1.2 All Directors of the Company attended the Board meeting.

— 1 —

  • 1.3 The interim financial statements of the Company are unaudited, but have been reviewed and approved for issuance by the Independent Audit Committee of the Board.

  • 1.4 Neither the Company’s controlling shareholder nor any of its related parties has misappropriated the Company’s funds for non-operating purposes.

  • 1.5 The Company did not provide external guarantees in violation of any stipulated decision-making procedures.

  • 1.6 Mr. Song Jianming, the Chairman of the Board, Ms. Song Fei, the Chief Financial Controller, and Ms. Chen Jing, the Head of Finance Department, warrant the truthfulness and completeness of the financial statements set out in the interim report.

2 COMPANY PROFILE

2.1 Basic information

Stock abbreviation Luoyang Glass Luoyang Glass Stock code 600876 01108 Place of listing Shanghai Stock Exchange The Stock Exchange of Hong Kong Limited Secretary to the Board Securities affairs representative

Name Song Fei Correspondence address Secretary Office of the Board of Luoyang Glass Company Limited, No. 9, Tang Gong Zhong Lu, Xigong District, Luoyang City, Henan Province, the PRC Telephone 86-379-63908507 Facsimile 86-379--63251984 E-mail [email protected]

— 2 —

2.2 Major financial data and indicators (prepared in accordance with the PRC Accounting Standards and Regulations)

2.2.1 Major accounting data and financial indicators

Unit: RMB

Increase/decrease
As at As at
as at 30 June 2012
30 June 31 December
from the beginning
2012 2011 of the year
(%)
Total assets 1,299,200,963.37 1,415,785,144.79 -8.23
Owners’ equity
(or shareholders’ equity) 81,954,407.41 127,013,633.44 -35.48
Net assets per share attributable
to shareholders of
the Company_(RMB/share)_ 0.1639 0.2540 -35.48

— 3 —

Increase/decrease
for this reporting
period from the
Reporting period Corresponding corresponding
(January-June) period last year period last year
(%)
Operating profit -47,723,880.36 -4,965,745.54 Not Applicable
Total profit -46,040,596.39 67,787,042.17 Not Applicable
Net profit attributable to -45,019,202.93 73,416,307.96 Not Applicable
shareholders of the Company
Net profit attributable to -46,208,782.23 1,052,254.28 Not Applicable
shareholders of the Company
after non-recurring items
Basic earnings per share_(RMB)_ -0.0900 0.1468 Not Applicable
Basic earnings per share -0.0924 0.0021 Not Applicable
after non-recurring items
(RMB)
Diluted earnings per share -0.0900 0.1468 Not Applicable
(RMB)
Weighted average return -43.12 48.22 Decreased by
on net assets_(%)_ 91.34
percentage points
Net cash flow from -17,236,862.15 -63,107,475.34 Not Applicable
operating activities
Net cash flow from operating -0.0345 -0.1262 Not Applicable
activities per share_(RMB)_

Note 1 From the end of the Reporting Period to the publication date of this report, there was no change in the share capital of the Company.

— 4 —

2.2.2 Non-recurring items and their amounts

Unit: RMB

Non-recurring item
Profit/loss on disposal of non-current assets,
including write-off of provision for asset impairment
Government subsidies (except for the grants
which are closely related to the Company’s business
and have the standard amount and quantities
in accordance with the national standard)
attributable to profits and losses for the period
Profit/loss from debt restructuring
Costs of corporate reorganisation, i.e. expenses
for staff settlement, integration costs, etc
Other non-operating income and expenses
other than the aforesaid items
Effect of minority interests
Effect of income tax
Total
Amount
35,157.26
1,240,742.89
96,471.15
-407,925.00
310,912.67
-35,957.13
-49,822.54
1,189,579.30

— 5 —

2.2.3 Differences between the PRC Accounting Standards and International Financial Reporting Standards (IFRSs)

Unit: RMB

Net profit attributable to Net profit attributable to Net assets attributable to Net assets attributable to
the Company the Company
January-June January-June Closing Opening
2012 2011 balance balance
As prepared under PRC
Accounting Standards -45,019,202.93 73,416,307.96 81,954,407.41 127,013,633.44
Items and amounts
as adjusted under IFRSs:
— Gains on sale of
land use right 25,662,985.65 60,320,265.24 60,320,265.24
— Gains on disposal
of subsidiaries 15,833,763.66 15,833,763.66
— Amortisation of
revaluation of
land use right -75,011,850.10 -75,011,850.10
— Government grants 230,769.00 230,769.00 -1,570,085.33 -1,800,854.33
— Difference in
accounting
for consolidation
under different
accounting
standards 2,721,957.50 2,721,957.50
— Equity differences
caused by the excess
loss of a subsidiary
under different
accounting
standards -21,521,930.15 -21,521,930.15
— Others -6,685,998.70 -6,630,274.82
Under IFRSs -44,788,433.93 99,310,062.61 56,040,529.53 100,924,710.44

— 6 —

Explanations of The PRC Accounting Standards require retrospective the difference: adjustment be made to the portion of subsidiaries’ excess losses borne by minority shareholders in proportion to their contributions. However, under the IFRSs, adjustment to the portion of excess losses to be borne by minority shareholders in proportion to their contributions would be prospectively applied, and no adjustment would be made to opening balances. As a result, a difference of RMB21,521,930.15 was incurred.

3 CHANGES IN SHARE CAPITAL AND PARTICULARS OF SHAREHOLDERS

3.1 Changes in share capital

Applicable 3 Not Applicable

3.2 Particulars of the top 10 shareholders, top 10 holders of circulating shares or shares not subject to trading moratorium

Total number of shareholders There were 21,540 shareholders of the Company as at the end of in total, including 56 holders of H shares and the reporting period 21,484 holders of A shares

— 7 —

Shareholdings of the top 10 shareholders

Increase/ Number of
decrease shares subject
Total during the to trading Number of
Nature of Shareholding number of reporting moratorium shares pledged
Name of shareholder shareholder percentage shares held period held or frozen
(%)
HKSCC Nominees Limited Foreign 49.568% 247,846,998 -114,000 0 Nil
shareholder
China Luoyang Float Glass State-owned 31.802% 159,018,242 0 0 159,018,242
(Group) Company Limited legal person (pledged)
Zhang Lixin Domestic 0.551% 2,754,944 +1,441,600 0 Unknown
natural person
Liu Taoxiang Domestic 0.165% 825,050 +550,350 0 Unknown
natural person
Li Ru Domestic 0.130% 648,000 0 0 Unknown
natural person
Zhang Ruiying Domestic 0.115% 575,800 +256,456 0 Unknown
natural person
Chen Hong Domestic 0.113% 565,614 0 0 Unknown
natural person
Yao Xuan Domestic 0.094% 472,516 0 0 Unknown
natural person
Rui Zhiying Domestic 0.089% 445,000 +257,000 0 Unknown
natural person
Zhou Chunxia Domestic 0.087% 433,213 +163,200 0 Unknown
natural person

— 8 —

Shareholdings of the top 10 holders of shares not subject to trading moratorium

Number of
shares
not subject
to trading
Name of shareholder moratorium held Type of shares
HKSCC Nominees Limited 247,846,998 Overseas listed
foreign shares
China Luoyang Float Glass 159,018,242 Ordinary shares
(Group) Company Limited denominated in RMB
Zhang Lixin 2,754,944 Ordinary shares
denominated in RMB
Liu Taoxiang 825,050 Ordinary shares
denominated in RMB
Li Ru 648,000 Ordinary shares
denominated in RMB
Zhang Ruiying 575,800 Ordinary shares
denominated in RMB
Chen Hong 565,614 Ordinary shares
denominated in RMB
Yao Xuan 472,516 Ordinary shares
denominated in RMB
Rui Zhiying 445,000 Ordinary shares
denominated in RMB
Zhou Chunxia 433,213 Ordinary shares
denominated in RMB

— 9 —

Explanation on connected There are no connected parties or persons relationship or action acting acting in concert as defined by Regulations for in concert among Disclosure of Changes in Shareholding of Listed the aforesaid shareholders: Companies(《上市公司股東持股變動信息披露 管理辦法》)issued by CSRC among the top ten shareholders of the Company, including China Luoyang Float Glass (Group) Company Limited and other shareholders of circulating shares. The Company is not aware of any parties acting in concert or any connected relationship among other shareholders of circulating shares.

Notes:

  1. HKSCC Nominees Limited held shares on behalf of its clients and the Company has not been notified by HKSCC Nominees Limited that there were any single shareholder of H shares who held 10% or above of the Company’s total share capital;

  2. Save as disclosed above, as at 30 June 2012, there were no persons who have any interests or short position in any shares or underlying shares in the equity derivatives of the Company as recorded in the register of interest kept under section 336 of the Securities and Futures Ordinance of Hong Kong.

3.3 Changes in controlling shareholder and ultimate controller of the Company

Applicable 3 Not Applicable

— 10 —

4 DIRECTORS, SUPERVISORS AND SENIOR MANAGEMENT

4.1 Changes in shareholdings of Directors, supervisors and senior management

Applicable 3 Not Applicable

4.2 Changes in Directors, supervisors and senior management during the reporting period

3 Applicable Not Applicable

Mr. Cheng Zonghui, executive Director and deputy general manager of the Company, due to the reason for personal development, voluntarily resigned as the executive Director and deputy general manager of the Company on 3 February 2012.

4.3 Equity interests in the Company held by Directors, chief executives, supervisors or other senior management members of the Company during the reporting period

As at 30 June 2012, none of the Directors, supervisors, chief executives or other senior management members of the Company had any interest or short position in the shares, underlying shares of equity derivatives, or debentures of the Company or its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)) which was required to be entered into the register of interest maintained by the Company pursuant to section 352 of the Securities and Futures Ordinance; or which was required to be notified to the Company and The Stock Exchange of Hong Kong Limited pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers.

— 11 —

5 REPORT OF THE BOARD

During the Reporting Period, the Company’s production and operation and project development faced severe difficulties and challenges amid the global economic downturn.

As for common float glass products: affected by the State’ continuous measures to control and regulate domestic real estate industry, downturn trend in ordinary glass market since last year persisted, which led to weak demand and decline in both sales volume and prices.

As for electronic glass market: Due to adverse factors such as the European debt crisis, the ITO industry has been sluggish as a whole since the second half of 2011. With downstream export orders decreasing, demand growth decelerating and product prices getting lower, the electronics industry as a whole slowed down in growth. Meanwhile, competition in the industry became fiercer as a result of expanded production capacity.

As for ultra-white and ultra-thin glass products: The Company successfully produced the 1.1mm and 0.9mm ultra-white and ultra-thin glass in the first quarter of the year, and achieved stable mass production. Meanwhile, as the Company stepped up marketing efforts, its ultra-white and ultra-thin glass products were gradually accepted by downstream users.

During the reporting period, aiming to achieve its annual business objectives, the Company continuously boosted product profitability and its core competitiveness by staying focused on product mix adjustment and industrial upgrading, taped into internal corporate potential, increased revenue and efficiency and reduced expenditures and costs through management enhancement and lean management, and raised work quality and product quality as well as efficiency and profit by means of enhanced management, thus laying a foundation for the Company’s successful transformation and upgrading as well as admirable development.

— 12 —

Under the PRC Accounting Standards, the Company recorded operating revenue of RMB308,206,300 for the reporting period, representing a year-on-year decrease of RMB208,570,400, and operating profit of RMB-47,723,900, representing a yearon-year decrease of RMB42,758,100. Net profit attributable to shareholders of the Company amounted to RMB-45,019,200, representing a year-on-year decrease of RMB118,435,500. Basic earnings per share attributable to shareholders of the Company was RMB-0.09.

Under the IFRSs, the Company recorded operating revenue of RMB307,318,000 for the reporting period, representing a year-on-year decrease of RMB208,701,000, and operating profit of RMB-40,975,000, representing a year-on-year decrease of RMB137,633,000. Net profit attributable to shareholders of the Company amounted to RMB-44,788,000, representing a year-on-year decrease of RMB144,098,000, and basic earnings per share attributable to shareholders of the Company was RMB-0.09.

5.1 Principal operations by industry and product

Unit: RMB

Increase/
decrease of Increase/
revenue from decrease of cost
principal from principal
Revenue from operations as operations as
By industry principal Cost of principal Gross profit compared with compared with Year-on-year
or product operations operations margin last year last year increase/ decrease
(RMB) (RMB) (%) (%) (%) (%)
Float glass 262,880,246.79 238,723,981.91 9.19 -44.02 -44.15 Increased by 0.20
percentage point
Including: 148,552,977.40 102,658,038.43 30.89 -8.02 35.71 Decreased by 22.27
Ultra-thin glass percentage points
Silica sand 15,024,220.39 6,473,683.69 56.91 12.18 -3.27 Increased by 6.88
percentage points

Among the figures mentioned, the connected transaction in relation to the sale of products or provision of services by the Company to its controlling shareholder and its subsidiaries amounted to approximately RMB58,385,449.13 during the reporting period

— 13 —

5.2 Principal operations by region

Unit: RMB

Increase/decrease
as compared with
the corresponding
Region Operating income period last year
(%)
Domestic 270,816,644.18 -42.97
Export 7,087,823.00 -12.50

5.3 Reasons for material changes in principal operations and its structure

Applicable 3 Not Applicable

5.4 Reasons for material change in the profitability of principal operation (gross profit margin) as compared with last year

Applicable 3 Not Applicable

5.5 Analysis of the material changes in profit constituents as compared with last year

3 Applicable Not Applicable

  • (1) Operating revenue for the period amounted to RMB308,206,300, down by 40.36% year on year, mainly due to decline in both sales volume and selling prices of products;

  • (2) Operating cost for the period amounted to RMB272,420,600, down by 41.55% year on year, mainly due to decrease in sales volume as a result of reduced production capacity;

  • (3) Administrative expenses for the period amounted to RMB57,217,200, up by 42.80% year on year, mainly due to the inclusion of depreciation expenses and staff costs into administrative expenses following the closedown of certain production lines in 2011;

— 14 —

  • (4) Financial expenses amounted to RMB4,835,000, up 62.41% year on year, mainly due to an increase in discounting charges as a result of increased bills discounted and higher discount rates;

  • (5) Impairment losses on assets for the period amounted to RMB6,651,100, up RMB11,399,300, mainly due to provision for impairment loss on inventories made in the period and write-off of bad debts provision as a result of the recovery of relevant accounts receivable in the same period last year;

  • (6) Investment income for the period amounted to RMB1,735,600, up RMB1,735,600 year on year, which represents the dividends from Sanmenxia City Commercial Bank ( 三門峽商業銀行 ) received by Longfei Company, a subsidiary controlled by the Company.

  • (7) Non-operating income for the period amounted to RMB1,827,600, down 97.52% year on year, mainly due to the inclusion of gains from disposal of land to the government and gains from disposal of idle assets into the nonoperating income for the same period last year.

5.6 Use of raised proceeds

5.6.1 Utilisations of raised proceeds

Applicable 3 Not Applicable

5.6.2 Modification of corresponding projects

Applicable 3 Not Applicable

5.7 Amendments to the Board’s business plan for the 2nd half of the year

Applicable 3 Not Applicable

  • 5.8 Forecast on the accumulative profit for the period from beginning of the year to the end of next reporting period to be positive or to have any significant changes from the corresponding period last year and relevant reasons.

Applicable 3 Not Applicable

— 15 —

5.9 Explanation of the Board on the “non-standard audit opinion” issued by auditors for the reporting period

Applicable 3 Not Applicable

5.10 Explanation of the Board on the “non-standard audit report” issued by auditors for the previous year

Applicable 3 Not Applicable

5.11 Liquidity and capital resources (prepared under IFRS)

As at 30 June 2012, the Group had cash and cash equivalents of RMB21,205,000, including US dollar deposits of RMB118,000 (as at 31 December 2011: RMB118,000), HK dollar deposits of RMB6,000 (as at 31 December 2011: RMB6,000). The total cash and cash equivalents decreased by RMB19,725,000 as compared with RMB40,930,000 as at 31 December 2011. Cash inflows of the Group mainly came from sales revenue, gains from disposal of land to the government and disposal of certain fixed assets during the reporting period, which were mainly used as working capital and for repayment of bank loans and interests.

5.12 Loans (under IFRS)

As at 30 June 2012, the total borrowings of the Group was RMB638,436,000, which includes interest-free loans of RMB618,472,000 (obtained under Yinjianfa [2010] No. 8 document) and a loan of RMB16,700,000 at a rate lower than the statutory loan rate in the PRC, a foreign currency loan of 415,000 euros (equivalent to RMB3,264,000) at a fixed rate.

5.13 Capital commitment (under IFRS)

The Group’s capital commitment as at 30 June 2012 totalled RMB2,544,000.

5.14 Gearing ratio for the period (under IFRS)

Gearing ratio was 2296% for the period as compared with 1315% for last year.

— 16 —

5.15 Cash and cash equivalents (under IFRS)

As at 30 June 2012, the Group had cash and cash equivalents of RMB21,205,000.

5.16 Business Outlook for the second half of 2012

1. Market forecasts and analysis

Electronic glass market:

Although the electronic glass market has warmed up somewhat since March with a basically stabilized market demand, market competition is likely to be fiercer due to the incremental capacity in the PRC. It is expected that Japanese enterprises may reduce the market supply of 1.1mm glass products and shift to 0.4mm and 0.33mm ultra-thin glass products, thus leaving some market space for our 1.1mm and 0.7mm glass products. As we understand from downstream customers, demand for 0.45mm glass products will be increased in the second half of the year.

Ordinary glass market:

In the second half of this year, as the control policies over the real estate market continue to stabilize and tend to tighten up, the market will not see great fluctuations while faring amid difficult conditions. However, with the arrival of September and October, the peak season for house trading, and the completion of many projects by year-end, the market may experience a slight short-term upswing.

— 17 —

2. Measures to be taken in the second half of the year

In the second half of this year, the Company will continuously boost product profitability and its core competitiveness by staying focused on product mix adjustment and industrial upgrading, tap into internal corporate potential, increase revenue and efficiency and reduce expenditures and costs through management enhancement and lean management, and raise work quality and product quality as well as efficiency and profit by means of enhanced management, so as to achieve the annual target.

  • (1) Step up efforts on technological breakthroughs and marketing, and improve product quality to achieve new progress in the research and development of new products.

  • 1) Intensify technological breakthroughs with ultra-thin glass of Longhai, further enhance the quality of existing ultra-thin series products and the yield, lower production costs and further boost market competitiveness of our products; strengthen research and development of new products, increase input in market research and relevant funding, endeavor to achieve practical breakthroughs in products with lower-than-0.5mm thickness and fulfill mass production thereof, and expand profit sources.

  • 2) Closely follow and track quality information feedback from ultrathin and ultra-white glass users during the processing process, and make quality improvement plans in respect of process and technology in a bid to better meet the demands of users through breakthroughs in product quality and lay a foundation for market penetration of ultra-thin and ultra-white glass products.

  • 3) Enhance judgment of market dynamics, closely follow price changes of ultra-thin glass and market trends including product supplies, ensure quick response and timely adjustment of marketing strategies; further explore the market and user base for 0.7mm and 0.55mm high value-added products while securing the user base for 1.1mm products so as to raise sales and market share and further boost profit of the Company.

— 18 —

  • 4) Step up sales of inventory products, and draw up specific promotion tactics based on production time, quality grade, and existing problems of such products to effectively reduce inventories and funds occupation.

  • 5) Strengthen innovation of the marketing mechanism, reinforce incentives and restraints, clarify tasks through quantification, and implement monthly assessment and commission to fully mobilize the sales personnel.

  • 6) Continue with publicity, marketing planning, in-depth promotion for ultra-thin and ultra-white glass products during market promotion to facilitate faster access to markets, establish the market image of our ultra-thin and ultra-white products, and continuously boost their production and sales percentage to turn them into the new profit growth points of the Company.

  • (2) Enhance management and promote efficiency

  • 1) Raise the employees’ awareness of “austerity” through intensive education on current situations and tasks, stick to the principle of keeping expenditures within the limits of income, and strictly control and restrict various expenses and expenditures.

  • 2) Analyze the composition of and changes in costs and expenses by production line and variety, sort out all the factors driving up costs, examine and identify the key links and weak links in cost management, put forward cost reduction targets, take practical and effective measures to control costs, especially in the case of Longhai Company which shall endeavor to complete switchover of the fuel system the soonest possible so as to lower product costs.

  • 3) Continue with clean-up of warehouses and utilization of inventories to timely dispose of idle materials and reduce funds occupation.

— 19 —

  • 4) Strengthen materials procurement management, increase procurement through price comparison and bidding, optimize the management mechanism on qualified suppliers and dynamic management of suppliers, and practically reduce procurement costs.

  • 5) Rigorously implement the internal control and risk management system, procure system- and process-based running of all production and operation procedures, intensify the management and control of various risk points, prevent various types of risks and constantly enhance risk-resistance capability.

  • (3) Proactively push forward project implementation

Expedite the implementation of Longhao Company’s 650t/d renovation and capacity expansion project for earlier completion of construction and commencement of production.

6 SIGNIFICANT EVENTS

6.1 Acquisition, disposal and reorganisation of assets

6.1.1 Acquisition of assets

3 Applicable Not Applicable

Net profit
contributed Net profit
to the contributed
Company to the Whether a Percentage of
from the Company connected Whether Whether net profit of
date of from the transaction all relevant all related the Company
acquisition beginning of (if so, please Pricing entitlement claims attributable
Parties to the Price of to the end of the year to elaborate principle of the assets and debts to the asset
transaction or Assets Date of the asset the reporting the end of the pricing for assets had been had been in total profit Connected
ultimate controller acquired acquisition acquisition period the period principle) acquisition transferred transferred (%) relations
CLFG Longmen Fibre Buildings, January 2012 310 Yes Public Yes Yes Controlled
Reinforced Plastic structures, and auction subsidiary of
Company Limited fixed assets the controlling
shareholder

— 20 —

6.1.2 Disposal of assets

3 Applicable Not Applicable

Net profit
contributed Percentage
to the Whether a of net profit
Company connected Whether Whether of the
from the transaction all relevant all related Company
beginning of (if so, please Pricing entitlement claims attributable
Parties to the Price of the year to Profit or elaborate principle of the assets and debts to the asset
transaction or Assets Date of the asset the date of loss from the pricing for assets had been had been disposal in Connected
ultimate controller disposed of disposal disposal disposal the disposal principle) disposal transferred transferred total profit relations
(%)
Luoyang Qianjiu Metal Float glass 4 May 2012 1418 - No Public No No
Material Co., Ltd. production line auction
(洛陽市千久金屬 No. 1
材料有限公司)

Note: As the asset is in the process of removal and acceptance inspection is yet to be completed, the payment relating to the disposal has not yet settled and no gain or loss was recognized in the first half of the year.

6.2 Guarantee

Applicable 3 Not Applicable

6.3 Non-operating debts due to or from connected parties

Applicable 3 Not Applicable

6.4 Material litigation and arbitration

Applicable 3 Not Applicable

6.5 Other significant events and analysis on their effects and solutions

6.5.1 Securities Investment

Applicable 3 Not Applicable

— 21 —

6.5.2 Equity interests in non-listed financial institutions

3

Applicable

Not Applicable

Unit: RMB

Initial Book value
investment Number of Shareholding at the end of
Name of Company cost shares held percentage the period
(%)
Sanmenxia Urban Credit
and Cooperatives Co., Ltd 7,000,000.00 9,642,290 2.92 7,000,000.00
Sub-total 7,000,000.00 9,642,290 2.92 7,000,000.00

6.5.3 Performance of undertakings of shareholders and its de facto controller holding 5% or more of share capital of the Company

3 Applicable Not Applicable

When CBM Glass indirectly acquired 31.8% shares in the Company by transfer of the state-owned equity interests at nil consideration, CBM Glass undertook that: CBM Glass and its controlled enterprises will not directly or indirectly involve in any businesses or activities in competition with the principal operations of the Company, by any means (including but not limited to the independent business, joint venture or having shares or interest in another company or enterprise). In the event that the business opportunities obtained will compete with the principal operations of the Company, it will notify the Company of those matters as soon as possible and pass such business opportunities to the Company to ensure that there is no prejudice to the interests of the shareholders of the Company as a whole.

As at the end of the reporting period, CBM Glass honoured its undertaking.

— 22 —

When CNBMG and CBM Glass set about solving the problem of horizontal competition with the Company in December 2010, they undertook to come up with a comprehensive solution to the problem of horizontal competition between Luoyang Glass and Longxin Glass, Fangxing Science & Technology and Zhonglian Glass by way of consolidation in the form of a series of business and asset restructuring with Luoyang Glass as a platform in the coming three years. Relevant matters are currently being dealt with and the Company will make timely disclosure when the implementation plan is finalized.

6.6 The Company will not propose dividends for the first half of 2012 nor transfer capital reserve into share capital.

6.7 Risk of exchange rate fluctuations

The Group’s assets, liabilities and transactions are denominated in Renminbi. Meanwhile, given the Group’s small export volume, fluctuations in foreign exchange rate do not have material impacts on the Group.

6.8 Audit Committee

The Company’s audit committee under the Board has reviewed the interim report.

6.9 Compliance with Corporate Governance Code

During the reporting period, the Company has complied with the requirements of the Code on Corporate Governance Practices set out in Appendix 14 to the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (the “Listing Rules”).

6.10 Repurchase, Sale and Redemption of Securities

During the reporting period, the Company and its subsidiaries did not repurchase, sell and redeem any securities of the Company.

— 23 —

6.11 Compliance with the Model Code

Having made specific enquires to all Directors, the Company confirmed all Directors have complied with the Model Code for Securities Transactions by Directors of Listed Issuers (the “Model Code”) set out in Appendix 10 to the Listing Rules during the reporting period. In respect of the securities transactions by the Directors, the code of conduct adopted by the Company is no less exacting than the Model Code.

7 FINANCIAL REPORT

7.1 Opinion of Auditing

Financial Report

3 Unaudited Audited

7.2 Financial statements

7.2.1 Financial statements prepared under the PRC accounting standards

For details please refer to the A share interim report dated 29 August 2012 which was published on the website of the Shanghai Stock Exchange (www. sse.com.cn).

— 24 —

7.2.2 Financial statements prepared under IFRS

C O N D E N S E D C O N S O L I D A T E D S T A T E M E N T O F COMPREHENSIVE INCOME (UNAUDITED)

FOR THE SIX MONTHS ENDED 30TH JUNE, 2012 (EXPRESSED IN RENMINBI)

Note
Turnover
4
Cost of sales
Gross profit
Other operating income
5
Other operating expenses
Selling expenses
Administrative expenses
(Loss)/profit from operations
Net finance costs
6(a)
(Loss)/profit before income tax
6(b)
Income tax expense
7
(Loss)/profit and total comprehensive
(loss)/income for the period
Attributable to :
Equity shareholders of the Company
Non-controlling interests
Basic earnings per share
(in RMB : Yuan)
9
Six months
ended
30.6.2012
RMB’000
307,318
(269,935)
37,383
4,553
(415)
(16,541)
(65,955)
(40,975)
(4,835)
(45,810)
(6,367)
(52,177)
(44,788)
(7,389)
(52,177)
(0.09)
Six months
ended
30.6.2011
RMB’000
516,019
(465,806)
50,213
100,423
(238)
(17,377)
(36,363)
96,658
(2,977)
93,681
(11,253)
82,428
99,310
(16,882)
82,428
0.20

— 25 —

CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION (UNAUDITED)

AT 30TH JUNE, 2012 (EXPRESSED IN RENMINBI)

Note
NON-CURRENT ASSETS
Property, plant and equipment
Construction in progress
Intangible assets
Exploration and evaluation assets
Lease prepayments
Interest in an associates
Other investments
CURRENT ASSETS
Inventories
Trade and bills receivables
10
Other receivables
11
Amount due from an associate
Income tax recoverable
Pledged deposits with banks
Restricted bank balances
Cash and bank balances
Assets classified as held for sale
At
30.6.2012
RMB’000
587,401
25,086
8,323
1,128
55,759

7,000
684,697
209,667
87,513
122,202
1,232
2,243
170,000

21,205
614,062
31,001
645,063
At
31.12.2011
(Audited)
RMB’000
626,922
22,134
9,062
1,128
56,497

7,410
723,153
214,582
113,125
130,400
1,232
2,243
193,000
208
40,930
695,720
23,411
719,131

— 26 —

Note
CURRENT LIABILITIES
Trade and bills payables
12
Other payables
13
Bank and other loans
14
Deferred income
Income tax payable
NET CURRENT LIABILITIES
TOTAL ASSETS LESS
CURRENT LIABILITIES
NON-CURRENT LIABILITIES
Bank and other loans
14
Deferred income
NET ASSETS
CAPITAL AND RESERVES
Share capital
15
Reserves
16
TOTAL EQUITY ATTRIBUTABLE
TO EQUITY SHAREHOLDERS
OF THE COMPANY
NON-CONTROLLING INTERESTS
TOTAL EQUITY
At
30.6.2012
RMB’000
493,847
150,785
63,015
5,579
7,562
720,788
(75,725)
608,972
575,421
11,836
587,257
21,715
500,018
(443,976)
56,042
(34,327)
21,715
At
31.12.2011
(Audited)
RMB’000
531,380
144,541
72,355
5,729
3,175
757,180
(38,049)
685,104
598,691
12,321
611,012
74,092
500,018
(399,092)
100,926
(26,834)
74,092

— 27 —

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (UNAUDITED)

FOR THE SIX MONTHS ENDED 30TH JUNE, 2012 (EXPRESSED IN RENMINBI)

Attributable to equity shareholders of the Company

At 1.1.2011
Total comprehensive
income/(loss)
for the period
At 30.6.2011
At 1.1.2012
Total comprehensive
loss for the period
Acquisition of
additional interests
in a subsidiary
At 30.6.2012
Share
capital
RMB’000
500,018

500,018
500,018


500,018
Share
premium
RMB’000
540,028

540,028
540,028


540,028
Accumulated
Reserves
losses
RMB’000
RMB’000
(76,055)
(900,592)

99,310
(76,055)
(801,282)
(76,987)
(862,133)

(44,788)
(96)

(77,083)
(906,921)
Total
RMB’000
63,399
99,310
162,709
100,926
(44,788)
(96)
56,042
Non-
controlling
interests
RMB’000
161
(16,882)
(16,721)
(26,834)
(7,389)
(104)
(34,327)
Total
equity
RMB’000
63,560
82,428
145,988
74,092
(52,177)
(200)
21,715

— 28 —

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)

FOR THE SIX MONTHS ENDED 30TH JUNE, 2012 (EXPRESSED IN RENMINBI)

Net cash flows used in operating activities
Net cash flows generated
from investing activities
Net cash flows used in
from financing activities
Net (decrease)/increase
in cash and cash equivalents
Cash and cash equivalents at 1st January
Cash and cash equivalents at 30th June
Six months
ended
30.6.2012
RMB’000
(17,417)
32,376
(34,684)
(19,725)
40,930
21,205
Six months
ended
30.6.2011
RMB’000
(61,490)
109,784
(36,978)
11,316
20,208
31,524

— 29 —

NOTES ON THE INTERIM FINANCIAL REPORT (UNAUDITED) FOR THE SIX MONTHS ENDED 30TH JUNE, 2012 (EXPRESSED IN RENMINBI)

1. BASIS OF PREPARATION

Luoyang Glass Company Limited (the “Company”) is a company incorporated in the People’s Republic of China (the “PRC”). This interim financial report is unaudited, but has been reviewed by Audit Committee of the Company. It was authorised for issuance on 28th August 2012.

The interim financial report has been prepared in accordance with the applicable disclosure provision of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, including compliance with International Accounting Standard (“IAS”) 34 “Interim financial reporting” adopted by the International Accounting Standards Board (“IASB”).

The preparation of an interim financial report in conformity with IAS 34 requires management to make judgments, estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities, income and expenses on a year to date basis. Actual results may differ from these estimates.

This interim financial report contains condensed consolidated financial statements and selected explanatory notes. The notes include an explanation of events and transactions that are significant to an understanding of the changes in financial position and operating results of the Company and its subsidiaries (“the Group”) since 31st December, 2011. The condensed consolidated interim financial statements and notes thereon do not include all of the information required for full set of financial statements prepared in accordance with International Financial Reporting Standards (“IFRSs”) promulgated by the IASB. IFRSs include all applicable IFRS, IAS and related interpretations.

The interim financial report has been prepared in accordance with the same accounting policies adopted in the 2011 annual financial statements.

— 30 —

The financial information relating to the financial year ended 31st December, 2011 that is included in the interim financial report as previously reported information does not constitute the Group’s annual financial statements for that financial year but is derived from those financial statements. The Group’s annual financial statements for the year ended 31st December, 2011 are available from the Company’s registered office. The independent auditor has expressed an unqualified opinion on those financial statements in their report dated 27th March, 2012.

2. PRINCIPAL ACCOUNTING POLICIES

The condensed financial statements have been prepared under the historical cost convention.

A number of new or revised standards, amendments and interpretations are effective for the financial year beginning on 1st January, 2012. Except as described below, the same accounting policies, presentation and methods of computation have been followed in these condensed consolidated financial statements as were applied in the preparation of the Group’s financial statements for the year ended 31st December, 2011.

In the current interim period, the Group has applied the following new and revised standards, amendments and interpretations (“new and revised IFRSs”).

Amendments to IAS 12 Deferred Tax : Recovery of Underlying Assets Amendments to IFRS 7 Disclosures - Transfers of Financial Assets (2010)

— 31 —

The Group has not early applied the following new and revised standards, amendments or interpretations that have been issued but are not yet effective.

IAS 19 (2011) Employee Benefits
IAS 27 Separate Financial Statements
IAS 28 Investments in Associates and Joint Ventures
IFRS 9 Financial Instruments
IFRS 10· Consolidated Financial Statements
IFRS 11 Joint Arrangements
IFRS 12 Disclosure of Interests in Other Entities
IFRS 13 Fair Value Measurement
IFRIC-Int 20 Stripping Costs in the Production Phase of
a Surface Mine
Amendments to IAS 1 Presentation of Items of
Other Comprehensive Income
Amendments to IAS 32 Offsetting Financial Assets
and Financial Liabilities
Amendments to IFRS 7 Disclosures - Offsetting Financial Assets
(2011) and Financial Liabilities
Amendments to IFRS 7 Mandatory Effective Date
and IFRS 9 and Transition Disclosure

The Group is in the process of making an assessment of what the impact of these amendments is expected to be in the period of initial application. So far it has concluded that the adoption of them is unlikely to have a significant impact on the Group’s financial statements.

3. SEGMENT REPORTING

The Group has adopted IFRS 8 “Operating Segments”. For management purposes, the Group is organised into two operating divisions. These divisions are the basis on which the Group reports its segment information.

— 32 —

Principal activities are as follows :-

Float sheet glass business — production and sales of float sheet glass;
and sales of raw materials for production
of float sheet glass
Silicon powder business — manufacturing, selling and distribution
of silicon powder

Segments results

The following tables present the information of the Group’s reporting segments :-

For the period ended 30th June, 2012

REPORTABLE
SEGMENT
TURNOVER
External turnover
REPORTABLE
SEGMENT RESULTS
Unallocated income
Unallocated expenses
Net finance costs
Loss before income tax
Float sheet
glass
RMB’000
291,277
(41,650)
Silicon
powder
RMB’000
16,728
(159)
Elimination
RMB’000
(687)
Total
RMB’000
307,318
(41,809)
1,273
(439)
(4,835)
(45,810)

— 33 —

For the period ended 30th June, 2011

REPORTABLE
SEGMENT
TURNOVER
External turnover
REPORTABLE
SEGMENT RESULTS
Unallocated income
Unallocated expenses
Net finance costs
Profit before income tax
Float sheet
glass
RMB’000
502,626
5,898
Silicon
powder
RMB’000
13,393
805
Elimination
RMB’000

Total
RMB’000
516,019
6,703
90,433
(478)
(2,977)
93,681

4. TURNOVER

Turnover represents revenue from the invoiced value of goods sold to customers, after deduction of any trade discounts and net of value-added tax and surcharges.

— 34 —

5. OTHER OPERATING INCOME

Waiver of debts
Government grants
Gain on disposal of non-current assets
held for sales
Net gain on disposal of lease prepayments
and property, plant and equipment
Dividend income
Others
Six months
ended
30.6.2012
RMB’000
96
1,472

35
1,736
1,214
4,553
Six months
ended
30.6.2011
RMB’000
864
3,236
47,964
47,519

840
100,423

6. (LOSS)/PROFIT BEFORE INCOME TAX

(Loss)/profit before income tax is
arrived at after (charging)/crediting :-
(a)
Net finance costs :
Interest income
Interest on borrowings
Net foreign exchange gain/(loss)
Other financing charges
Six months
ended
30.6.2012
RMB’000
2,982
(2,074)
108
(5,851)
(4,835)
Six months
ended
30.6.2011
RMB’000
3,186
(3,241)
(409)
(2,513)
(2,977)

— 35 —

Six months Six months
ended ended
30.6.2012 30.6.2011
RMB’000 RMB’000
(b) Other items :-
Cost of inventories (269,935) (465,806)
Depreciation (35,666) (33,643)
Impairment loss on inventories (6,722) (400)
Reversal of write-down of
other receivables 71 5,148
Reversal of write-down
of inventories 14,342 -
Amortisation of intangible assets (739) (746)
Amortisation of lease prepayments (738) (364)

7. INCOME TAX EXPENSE

Six months Six months
ended ended
30.6.2012 30.6.2011
RMB’000 RMB’000
PRC enterprise income tax 6,367 11,253

— 36 —

The provision for PRC enterprise income tax is calculated at 25% of the estimated assessable profits in accordance with the relevant income tax rules and regulations of the PRC.

On 8th November, 2010, CLFG Longhai Electronic Glass Co., Ltd. (“Longhai”) was recognised as a high-tech enterprise in Henan Province and thus enjoying preferential tax reduction from 25% to 15% for the three years ended 31st December, 2012.

The Group did not carry on business overseas and therefore no provision has been made for overseas profits tax.

8. DIVIDENDS

The Board of Directors does not recommend the payment of an interim dividend in respect of the six months ended 30th June, 2012 (2011 : Nil).

9. BASIC EARNINGS PER SHARE

The calculation of basic earnings per share is based on the (loss)/ profit attributable to equity shareholders of the Company for the six months ended 30th June, 2012 of RMB44,788,000 (2011 : profit RMB99,310,000) and 500,018,000 (2011 : 500,018,000) shares in issue during the period.

No diluted earnings per share is calculated as there are no dilutive potential shares for the periods.

— 37 —

10. TRADE AND BILLS RECEIVABLES

At At
30.6.2012 31.12.2011
(Audited)
RMB’000 RMB’000
Trade receivables
— third parties 68,691 70,180
— fellow subsidiaries 53,337 52,412
122,028 122,592
Less : Allowance for impairment of
doubtful debts 47,775 47,775
74,253 74,817
Bills receivable 13,260 38,308
87,513 113,125
The ageing analysis of trade and bills receivables, net of allowances for
impairment of doubtful debts, is as follows :-
At At
30.6.2012 31.12.2011
(Audited)
RMB’000 RMB’000
Within 1 year 83,240 110,960
Between 1 and 2 years 2,559 1,617
Between 2 and 3 years 1,671 548
Over 3 years 43
87,513 113,125

Debts are normally due within 30 days from the date of billing. The ageing analysis above is prepared in accordance with invoice dates.

— 38 —

11. OTHER RECEIVABLES

Amount due from the controlling
shareholder company
Amounts due from fellow subsidiaries
Advance payments, accounts receivables
and prepayments
Less : Allowances for impairment
of doubtful debts
At
30.6.2012
RMB’000
2,652
4,188
166,261
173,101
50,899
122,202
At
31.12.2011
(Audited)
RMB’000
9,719
3,188
168,463
181,370
50,970
130,400

The amounts due from the controlling shareholder company and fellow subsidiaries are unsecured, interest-free and have no fixed terms of repayment.

— 39 —

12. TRADE AND BILLS PAYABLES

Trade payables
— third parties
— fellow subsidiaries
Bills payable
At
30.6.2012
RMB’000
243,314
533
243,847
250,000
493,847
At
31.12.2011
(Audited)
RMB’000
257,859
521
258,380
273,000
531,380
The ageing analysis of trade and bills payables is as follows analysis of trade and bills payables is as follows :-
At At
30.6.2012 31.12.2011
(Audited)
RMB’000 RMB’000
Due within 1 month or on demand 493,847 531,380

— 40 —

13. OTHER PAYABLES

Amount due to the controlling
shareholder company
Amounts due to the intermediate
holding company
Amounts due to fellow subsidiaries
Accrued expenses, other payables
and receipts in advance
At
30.6.2012
RMB’000

792
3,475
146,518
150,785
At
31.12.2011
(Audited)
RMB’000
2,744
9,200
2,803
129,794
144,541

The amounts due to the controlling shareholder company, the intermediate holding company and fellow subsidiaries are unsecured, interest-free and have no fixed terms of repayment.

All of the other payables are expected to be settled or recognised as income within 1 year or are repayable on demand.

— 41 —

14. BANK AND OTHERS LOANS

Note
Secured bank loans
(a)
Unsecured loans from a controlling
shareholder company
(b)
At
30.6.2012
RMB’000
621,736
16,700
638,436
At
31.12.2011
(Audited)
RMB’000
654,346
16,700
671,046

Notes :-

  • (a) The bank loans are secured by corporate guarantees given by CNBMG, CLFG and third parties; and

  • (b) The unsecured loans from a controlling shareholder company were entrusted loans.

— 42 —

The bank and other loans are repayable as follows :-

Within 1 year
— short-term loans
— current portion of long-term loans
Between 1 and 2 years
Between 2 and 5 years
After 5 years
At
30.6.2012
RMB’000
16,700
46,315
63,015
46,315
118,282
410,824
575,421
638,436
At
31.12.2011
(Audited)
RMB’000
29,850
42,505
72,355
46,330
138,991
413,370
598,691
671,046

— 43 —

15. SHARE CAPITAL

REGISTERED, ISSUED AND
PAID-UP CAPITAL :-
STATE-OWNED LEGAL
PERSON SHARES
OF RMB1.00 EACH
At beginning of the period/year
and end of the period/year
DOMESTIC LISTED
SHARES (“A SHARES”)
OF RMB1.00 EACH
At beginning of the period/year
and end of the period/year
OVERSEAS LISTED
SHARES (“H SHARES”)
OF RMB1.00 EACH
At beginning and end of
the period/year
At 30.6.2012
Shares’000
RMB’000
159,018
159,018
91,000
91,000
250,000
250,000
500,018
500,018
At 31.12.2011(Audited) At 31.12.2011(Audited)
Shares’000
159,018
91,000
250,000
500,018
Shares’000
159,018
91,000
250,000
500,018
RMB’000
159,018
91,000
250,000
500,018

— 44 —

16. RESERVES

At 1.1.2011
Total comprehensive
income for the period
At 30.6.2011
At 1.1.2012
Total comprehensive
loss for the period
Acquisition of
additional interests
in a subsidiary
At 30.6.2012
Share
premium
RMB’000
540,028

540,028
540,028


540,028
Statutory
surplus
reserve
RMB’000
61,076

61,076
61,076


61,076
Excess over
share capital Other reserve
Accumulated
losses
RMB’000
RMB’000
RMB’000
(106,949)
(30,182)
(900,592)


99,310
(106,949)
(30,182)
(801,282)
(106,949)
(31,114)
(862,133)


(44,788)

(96)

(106,949)
(31,210)
(906,921)
Total
RMB’000
(436,619)
99,310
(337,309)
(399,092)
(44,788)
(96)
(443,976)

— 45 —

17. CAPITAL COMMITMENTS

At 30th June, 2012, the Group had the following capital commitments :-

Contracted for
— acquisition of assets
— construction project
— upgrade accounting system
At
30.6.2012
RMB’000

2,257
287
2,544
At
31.12.2011
(Audited)
RMB’000
2,955
2,257
387
5,599

18. CONTINGENT LIABILITIES

At 30th June, 2012, the bills that the Group had discounted or endorsed but still unexpired amounted to RMB127,876,000. (2011: RMB239,719,000)

19. RELATED PARTY TRANSACTIONS

  • (a) Details of the related party transactions are presented in explanatory note 7 of the interim financial report prepared under PRC Accounting Rules and Regulations. The financial data presented are the same as those prepared under IFRSs.

— 46 —

The key management personnel remuneration are as follows :-

Directors and supervisors
Senior management
Six months
ended
30.6.2012
RMB’000
439
589
1,028
Six months
ended
30.6.2011
RMB’000
479
412
891

(b) Transactions with other state-owned enterprises

The Group is a state-owned entity and operates in an economic regime currently predominated by state-owned entities. Apart from transactions with CNBMG and CLFG and their affiliates, the Group conducts a majority of its business activities with entities directly or indirectly owned or controlled by the PRC government and numerous government authorities and agencies (collectively referred to as “state-owned entities”) in the ordinary course of business. These transactions, which include sales and purchase of goods and ancillary materials, rendering and receiving services, purchase of property, plant and equipment and obtaining finance, are carried out at terms similar to those that would be entered into with non-state-owned entities and have been reflected in the financial statements. The management believes that it has provided meaningful disclosure of related party transactions as summarised above.

— 47 —

(c) Employee retirement benefits

As stipulated by the regulations of the PRC, the Group has participated in defined contribution retirement plans organised by the local authorities for its employees. Under this arrangement, the Group is required to make contributions to the retirement plans at an applicable rate on the basic salary, bonus and certain allowances of its employees. Each employee is entitled to an annual pension equal to a fixed proportion of his basic salary at the retirement date. The Group has no material obligation for the payment of pension benefits beyond its annual contributions.

SIGNIFICANT DIFFERENCES BETWEEN THE FINANCIAL STATEMENTS OF THE GROUP PREPARED IN ACCORDANCE WITH THE PRC ACCOUNTING RULES AND REGULATIONS AND INTERNATIONAL FINANCIAL REPORTING STANDARDS (“IFRSs”) - (UNAUDITED)

  • (1) Reconciliation of the profit attributable to the Group prepared in accordance with the PRC Accounting Rules and Regulations and IFRSs are summarised below :-
(Loss)/profit attributable
to shareholders under the PRC
Accounting Rules and Regulations
Differences :-
— Gain on disposal of land
use rights
— Government grants
(Loss)/profit attributable to equity
shareholders of the Company
under IFRSs
Six months
ended
30.6.2012
RMB’000
(45,019)

231
(44,788)
Six months
ended
30.6.2011
RMB’000
73,416
25,663
231
99,310

— 48 —

(2) Reconciliation of the shareholders’ funds of the Group prepared in accordance with the PRC Accounting Rules and Regulations and IFRSs are summarised below :-

Shareholders’ funds under the PRC
Accounting Rules and Regulations
Differences :-
— Gain on sales of land use right
— Gain on disposal of a subsidiary
— Amortisation of revaluation of
land use rights
— Special fiscal subsidy
— Difference in accounting
for non-controlling interests
— Difference in accounting
for consolidation
— Others
Total equity attributable to
equity shareholders of the Company
under IFRSs
At
30.6.2012
RMB’000
81,954
60,320
15,834
(75,014)
(1,568)
(21,520)
2,722
(6,686)
56,042
At
31.12.2011
RMB’000
127,013
60,320
15,834
(75,014)
(1,799)
(21,520)
2,722
(6,630)
100,926

— 49 —

7.3 Notes to the financial statements:

7.3.1 Explanations, reasons and amount of correction in respect of changes in accounting policies, accounting estimates or accounting errors

Applicable 3 Not Applicable

7.3.2 Explanations and amount of correction in respect of significant changes in the scope of consolidation for financial statements

Applicable 3 Not Applicable

7.3.3 Notes to relevant events for any non-standard unqualified opinion

Applicable 3 Not Applicable

— 50 —

7.4 Material differences in the Group’s financial statements prepared under the PRC accounting standards and regulations and those under IFRS

Net profit attributable to Net profit attributable to Net assets attributable to Net assets attributable to
the Company the Company
January-June January-June
2012 2011 Closing Balance Opening Balance
Under PRC Accounting Standards -45,019,202.93 73,416,307.96 81,954,407.41 127,013,633.44
Item and amount as adjust
in accordance with IFRS:
— Gains on sales of use right of land 25,662,985.65 60,320,265.24 60,320,265.24
— Gains on disposal of subsidiary 15,833,763.66 15,833,763.66
— Amortization of re-appraisal value of
use rights of land -75,011,850.10 -75,011,850.10
— Government subsidy 230,769.00 230,769.00 -1,570,085.33 -1,800,854.33
— Difference arising from consolidation
under different accounting standards 2,721,957.50 2,721,957.50
— Equity differences caused by the excess loss
of a subsidiary under different
accounting standards -21,521,930.15 -21,521,930.15
— Others -6,685,998.70 -6,630,274.82
Under IFRS -44,788,433.93 99,310,062.61 56,040,529.53 100,924,710.44
By order of the Board
Luoyang Glass Company Limited
Song Jianming
Chairman

Luoyang, the PRC 28 August 2012

As at the date of this announcement, the Board comprises three executive Directors: Mr. Song Jianming, Mr. Ni Zhisen and Ms. Song Fei; 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.

— 51 —