RoboSense Technology Co., Ltd — Interim / Quarterly Report 2015

Apr 28, 2015

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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FIRST QUARTERLY REPORT 2015

1. IMPORTANT NOTICE

• 1.1 The board of directors, the supervisory committee, the directors, supervisors and senior management members of Luoyang Glass Company Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) shall warrant that the information contained in this quarterly report is true, accurate, and complete without any false and misleading statements or material omissions, and severally and jointly accept legal responsibility for the above.

• 1.2 All directors attended the board of directors’ meeting to consider the quarterly report.

• 1.3 Ma Liyun, Person in Charge of the Company, Sun Lei, the Chief Accountant, and Chen Jing, the Person in Charge of Accounting Department (Accounting Supervisor), warrant that the financial statements in this quarterly report are true, accurate and complete.

• 1.4 The first quarterly report of the Company is unaudited.

* For identification purpose only

— 1 —

2. MAJOR FINANCIAL DATA AND CHANGES IN SHAREHOLDERS OF THE COMPANY

2.1 Major Financial Data

Unit: Yuan Currency:RMB

			Increase/decrease
			at the end of the
			reporting period as
			compared with the
	At the end of the	At the end of the	end of the previous
	reporting period	previous year	year
			(%)
Total assets	1,117,103,454.82	1,057,067,719.83	5.68
Net assets attributable to shareholders
of the Company	17,381,327.47	49,399,018.40	–64.81
		From beginning of the
		previous year to the
	From beginning of	end of the reporting
	the year to the end of	period of the previous	Year-on-year
	the reporting period	year	increase/decrease
			(%)
Net cash flows from operating activities	–43,524,086.16	–4,499,325.52	N/A

— 2 —

		From beginning of the
		previous year to the
	From beginning of	end of the reporting
	the year to the end of	period of the previous	Year-on-year
	the reporting period	year	increase/decrease
			(%)
Operating income	122,412,046.29	126,378,728.92	–3.14
Net profit attributable to shareholders
of the listed company	–32,043,478.77	70,489,403.90	–145.46
Net profit attributable to shareholders of
the listed company after deducting
extraordinary profit or loss	–31,876,034.29	–24,386,176.12	N/A
Weighted average return on net assets_(%)_	–96.00	102.83	Decreased by 198.83
			percentage points
Basic earnings per share_(RMB/share)_	–0.0641	0.1410	–145.46
Diluted earnings per share_(RMB/share)_	–0.0641	0.1410	–145.46

— 3 —

Extraordinary Items and Amounts

3 Applicable Not applicable

Unit: RMB

Amount for the reporting period Explanation

	Amount for the
Extraordinary Items	reporting period
Government grants credited to current profit or loss
(except for those which are closely related to the
Company’s ordinary business, in accordance with
national policies and continuously received in
certain standard amounts and quantities)	423,263.04
Profit/loss from debt restructuring	63,665.10
Other net non-operating income and expenses
excluding the aforesaid items	-704,612.78
Effect of minority interests (after tax)	28,844.76
Effect of income tax	21,395.40
Total	-167,444.48

— 4 —

2.2 Total number of shareholders, top 10 shareholders and top 10 holders of tradable shares not subject to trading moratorium at the end of the reporting period

Unit: Share

Total number of 15,705 including 15,648 holders of shareholders A Shares and 57 holders of H Shares

Shareholdings of the top 10 shareholders

	Total number		Number of
	of share held		shares
	as at the		subject to
	end of the		trading	Pledged or frozen
	reporting	Shareholding	moratorium	Status of		Nature of
Name of shareholders (full name)	period	Percentage	held	shares	Number	shareholder
		(%)
HKSCC Nominees Limited	247,948,998	49.59	0	Unknown		Overseas legal person
China Luoyang Float Glass (Group)	159,018,242	31.80	159,018,242	Pledged	159,018,242	State-owned legal
Company Limited						person
Zhang Lixin	2,760,000	0.55	0	Unknown		Domestic natural
						person
Industrial and Commercial Bank	2,497,991	0.50	0	Unknown		Others
of China-CMB Core Value Mixed
Securities Investment Fund
(中國工商銀行—招商核心價值
混合型證券投資基金)
Mao Jianghui	2,092,599	0.42	0	Unknown		Domestic natural
						person
China Foreign Economic and Trade	1,224,600	0.24	0	Unknown		Others
Trust Co., Ltd.-Zunjia ALPHA
Securities Investment Limited
Partnership Trust Plan of Assemble
Funds (中國對外經濟貿易信託有限
公司—尊嘉ALPHA證券投資有限
合夥企業集合資金信託計劃)
Beijing Daiwei Debang Investment	730,000	0.15	0	Unknown		Domestic non-state-
Consultation Co., Ltd.						owned legal person

— 5 —

Zhongrong International Trust	700,000	0.14	0	Unknown	Others
Co., Ltd. — Zhongrong — Haiying
No. 1 Securities Investment
Assembled Funds Trust Plan (中融
國際信託有限公司—中融—海贏
1號證券投資集合資金信託計劃)
Wanjia Funds- Industrial and	518,120	0.104	0	Unknown	Others
Commercial Bank of China —
WETOGETHER Pattern No. 1
Asset Management Plan (萬家基金
—工商銀行—吾同格局1號資產
管理計劃)
The Bank of China Limited — Jiashi	514,850	0.102	0	Unknown	Others
New Revenue Flexible Allocation
Mixed Securities Investment Fund
(中國銀行股份有限公司—嘉實新
收益靈活配置混合型證券投資基金)

Particulars of the top 10 holders of circulating shares not subject to trading Moratorium

Name of shareholders	Number of
	circulating shares
	not subject
	to trading
	moratorium	Class and number of shares
		Class	Number
HKSCC Nominees Limited	247,948,998	Overseas listed	247,948,998
		foreign shares
China Luoyang Float Glass (Group)	159,018,242	Ordinary shares	159,018,242
Company Limited		denominated in
		RMB
Zhang Lixin	2,760,000	Ordinary shares	2,760,000
		denominated
		in RMB
Industrial and Commercial Bank of China	2,497,991	Ordinary shares	2,497,991
— CMB Core Value Mixed Securities		denominated
Investment Fund (中國工商銀行—招商		in RMB
核心價值混合型證券投資基金)
Mao Jianghui	2,092,599	Ordinary shares	2,092,599
		denominated
		in RMB

— 6 —

Name of shareholders

Number of

Name of shareholders	Number of
	circulating shares
	not subject
	to trading
	moratorium	Class and number of shares
		Class	Number
China Foreign Economic and Trade Trust	1,224,600	Ordinary shares	1,224,600
Co., Ltd. — Zunjia ALPHA Securities		denominated
Investment Limited Partnership Trust		in RMB
Plan of Assemble Funds (中國對外經濟
貿易信託有限公司—尊嘉ALPHA證券
投資有限合夥企業集合資金信託計劃)
Beijing Daiwei Debang Investment	730,000	Ordinary shares	730,000
Consultation Co., Ltd.		denominated
		in RMB
Zhongrong International Trust Co., Ltd. —	700,000	Ordinary shares	700,000
Zhongrong — Haiying No. 1 Securities		denominated
Investment Assembled Funds Trust Plan		in RMB
(中融國際信託有限公司—中融—海
贏1號證券投資集合資金信託計劃)
Wanjia Funds- Industrial and Commercial	518,120	Ordinary shares	518,120
Bank of China — WETOGETHER		denominated
Pattern No. 1 Asset Management Plan		in RMB
(萬家基金—工商銀行—吾同格局1號
資產管理計劃)
The Bank of China Limited — Jiashi	514,850	Ordinary shares	514,850
New Revenue Flexible Allocation Mixed		denominated
Securities Investment Fund (中國銀行		in RMB
股份有限公司—嘉實新收益靈活配置
混合型證券投資基金)

— 7 —

Explanation on connected There are no connected parties or persons acting in relationship or action acting concert as defined by Regulations for Disclosure of in concert among the Changes in Shareholding of Listed Companies(《上 aforesaid shareholders: 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. Shares were held by HKSCC Nominees Limited, representing its various customers. None

Explanations on preference shareholders with voting rights restored and the number of shares held

2.3 total number of holders of preference shares, the top 10 holders of preference shares and the top 10 holders of preference shares not subject to trading moratorium as at the end of the reporting period

Applicable 3 Not applicable

3 SIGNIFICANT EVENTS

3.1 Substantial changes in major items of financial statements and financial indicators and the reasons thereof

3 Applicable

Not applicable

• (1) Bill receivable increased by 754.58% as compared with the beginning of the year, mainly due to the increase in the bills received in the period;

• (2) Payments received in advance increased by 131.80% as compared with the beginning of the year, mainly due to the increase in the payments received in advance in the period;

• (3) Other current assets increased by 33.63% as compared with the beginning of the year, mainly due to the increase in remaining tax credit of the tax payable in the period;

— 8 —

• (4) Construction in progress increased by 1,039.42% as compared with the beginning of the year, mainly due to the incurred new construction and renovation project of the subsidiaries in the period;

• (5) Other payables increased by 57.71% as compared with the beginning of the year, mainly due to increase in the repayment of advance payment of the Company provided by the subsidiaries of China Building Materials in the period;

• (6) Finance expenses decreased by 97.18% as compared with the corresponding period of last year, mainly due to year-on-year decrease in discount charge in the period;

• (7) Investment income decreased by 100% as compared with the corresponding period of last year, mainly due to the income from disposal of equity interest in a subsidiary of the Company in the corresponding period of last year;

• (8) Non-operating income decreased by 71.37% as compared with the corresponding period of last year, mainly due to the income from disposal of assets in the corresponding period of last year;

• (9) Net cash outflow from operating activities decreased by RMB39,024,800 as compared with the corresponding period of last year, mainly due to the increase in the materials payment in the period;

• (10) Net cash from investment activities decreased by RMB46,675,100 as compared with the corresponding period of last year, mainly due to the collection of payments in respect of land acquisition for reserve last period;

• (11) Net cash from financing activities increased by RMB43,367,200 as compared with the corresponding period of last year, mainly due to the increase in the repayment of advance payment of the Company provided by the subsidiaries of China Building Materials in the period.

3.2 Analysis and explanation of progress and impact of significant events and their solutions

Applicable 3 Not Applicable

— 9 —

3.3 Performance of undertakings of the Company and shareholders holding 5% or more of the Company’s shares

3 Applicable Not Applicable

1. During transfer of relevant equity interests, CNBMG, the de facto controller of the Company, undertook on 11 September 2007 that: CNBMG (including its controlled enterprises by now) would not directly or indirectly involve in any businesses which constitute competition with the Company. In the event that the business opportunities obtained would compete with the operations of the Company, it would notify the Company of such business opportunities. Save as a financial investor, CNBMG would not invest in any businesses which may constitute competition with the operations of the Company, and would take measures to prevent the possibility of substantial competition when continuing to acquire other businesses which have horizontal competition with the Company directly or indirectly under appropriate conditions. In case of violation of the above undertakings, CNBMG would fully indemnify the Company for any loss so caused.

As at the end of the reporting period, CNBMG honored its undertaking.

1. The de facto controller of the Company, CNBMG, undertook on 11 September 2007 when conducting allocation of relevant equity that: the Company (including the controlled enterprises at present) will avoid and reduce the connected transactions with Luoyang Glass. For the connected transactions inevitable or due to reasonable reasons, the Company undertakes to comply with principles of market impartiality, fairness and openness, and enter into agreements according to laws, perform legal procedures, perform information disclosure obligation and conduct relevant reporting and approving procedures in accordance with relevant requirements, and warrants not to prejudice the legal interests of Luoyang Glass and other shareholders through connected transactions.

As at the end of the reporting period, CNBMG honored its undertaking.

— 10 —

1. During transfer of relevant equity interests, Triumph Technology, the controller of the Company, undertook on 9 December 2010 that: Triumph Technology 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 by Triumph Technology or its controlled enterprises 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, Triumph Technology honored its undertaking.

1. In transferring relevant equity interests, CNBMG and Triumph Technology, the de facto controllers of the Company, undertook on 9 December 2010 that: they would come up with a comprehensive solution to the problem of horizontal competition between the Company and Longxin Company, Fangxing Science & Technology and Zhonglian Glass by way of consolidation in the form of a series of business and asset restructuring with the Company as a platform in the coming three years.

With respect to aforesaid undertakings, CNBM and CNBM Glass have also respectively taken targeting measures to solve relevant horizontal competition problems over the last three years. However, relevant undertakings have not been fulfilled according to schedule due to the effect of some factors like macro-economic situation and industry policies, and so on. On 27 June 2014, CNBM standardized and updated the undertakings in accordance with the related requirements of No. 4 Regulatory Guideline on Listed Companies — De Facto Controller, Shareholders, Affiliated Parties, Buyer of Listed Companies and Undertakings and Performance of Undertakings of Listed Companies issued by CSRC, undertaking that it will assist the Company to strip the ordinary float glass business away before 30 June 2015 through feasible methods of business and asset restructuring and others.

As at the end of the reporting period, the restructuring for purpose of performing such undertaking was in progress.

— 11 —

• 3.4 Warning and explanation in the forecast of any possible loss in accumulated net profit from the beginning of the year to the end of the next reporting period or any material changes compared to the corresponding period of last year

Applicable

3 Not Applicable

Company Name Luoyang Glass Company Limited Legal Representative Ma Liyun

Date 28 April 2015

— 12 —

4. APPENDIX

4.1 Financial Statement

Consolidated Balance Sheet

31 March 2015

Prepared by: Luoyang Glass Company Limited

	Unit: Yuan Currency:	RMB Unaudited
	Balance as at	Balance as at
	the end of	the beginning of
Item	the period	the year
Current assets:
Bank balance and cash	68,836,879.49	68,478,221.61
Balances with clearing companies
Placements with banks and other
financial institutions
Financial assets at fair value through
profit or loss
Derivative financial assets
Notes receivable	3,418,334.52	400,000.00
Accounts receivable	29,461,959.37	23,412,089.50
Prepayments	17,831,003.35	7,692,326.00
Premiums receivable
Reinsurance accounts receivable
Reinsurance contract reserves receivable
Interest receivable
Dividends receivable
Other receivables	33,844,348.57	37,020,177.60
Financial assets purchased under resale
agreements
Inventory	262,042,691.58	211,781,486.51
Assets classified as held-for-sale
Non-current assets due within one year
Other current assets	29,218,185.59	21,865,034.21
Total current assets	444,653,402.47	370,649,335.43

— 13 —

Item Non-current assets: Loans and advances granted Available-for-sale financial assets Held-to-maturity investments Long-term receivables Long-term equity investments Investment properties Fixed assets Construction in progress Construction materials Disposal of fixed assets Biological assets for production Fuel assets Intangible assets Development expenses Goodwill Long-term deferred expenses Deferred income tax assets Other non-current assets Total non-current assets Total assets	Balance as at the end of the period 4,343,500.00 49,401,611.03 547,598,075.88 7,961,511.42 428,213.56 54,048,297.60 459,000.00 3,105,355.07 5,104,487.79 672,450,052.35 1,117,103,454.82	Balance as at the beginning of the year 4,343,500.00 48,649,780.65 568,040,126.38 698,734.75 428,213.56 54,815,729.68 486,000.00 3,821,811.59 5,134,487.79 686,418,384.40 1,057,067,719.83

— 14 —

Balance as at Balance as at the end of the beginning of the period the year

Item

Current liabilities: Short-term loans Loans from central bank Deposit taking and deposit in inter-bank market Placements from banks and other financial institutions Financial liabilities at fair value through profit or loss Derivative financial liabilities Notes payable Accounts payable Payments received in advance Disposal of repurchased financial assets Handling charges and commissions payable Staff remuneration payables Taxes payable Interest payable Dividends payable Other payables Reinsurance accounts payable Reserve for insurance contracts Customer deposits for trading in securities Customer deposits for underwriting Liabilities classified as held-for-sale Non-current liabilities due within one year Other current liabilities Total current liabilities	10,000,000.00 110,000,000.00 292,401,913.29 73,662,930.99 53,860,529.23 20,415,996.64 127,279,580.82 46,293,636.87 733,914,587.84	10,000,000.00 90,000,000.00 266,198,092.81 57,399,049.54 48,625,920.94 27,800,706.43 80,705,153.66 46,293,636.87
		627,022,560.25

— 15 —

Balance as at Balance as at the end of the beginning of Item the period the year Non-current liabilities: Long-term loans 447,690,435.62 459,535,761.38 Debentures payable Including: Preference shares Perpetual bonds Long-term payables Long-term salaries payable Specific payables Accrued liabilities Deferred income 9,511,651.11 9,898,914.15 Deferred income tax liabilities Other non-current liabilities Total non-current liabilities 457,202,086.73 469,434,675.53 Total liabilities 1,191,116,674.57 1,096,457,235.78

— 16 —

		Balance as at	Balance as at
		the end of	the beginning of
Item		the period	the year
Owners’ equity:
Share capital		500,018,242.00	500,018,242.00
Other equity instruments
Including: Preference shares
Perpetual bonds
Capital reserve		857,450,406.90	857,450,406.90
Less: Treasury stock
Other comprehensive income
Special reserve		481,945.58	456,157.74
Surplus reserve		51,365,509.04	51,365,509.04
General risk provision
Retained earnings		–1,391,934,776.05	–1,359,891,297.28
Total equity attributable to the	equity holders
of the Company		17,381,327.47	49,399,018.40
Minority interests		–91,394,547.22	–88,788,534.35
Total owners’ equity		–74,013,219.75	–39,389,515.95
Total liabilities and shareholders’ equities		1,117,103,454.82	1,057,067,719.83
		Person in charge of
Legal representative:	Chief accountant: accounting department:
Ma Liyun	Sun Lei		Chen Jing

— 17 —

Balance Sheet of the Company 31 March 2015

Prepared by: Luoyang Glass Company Limited

	Unit: Yuan Currency:	RMB Unaudited
	Balance as at	Balance as at
	the end of	the beginning of
Item	the period	the year
Current assets:
Bank balance and cash	65,137,307.75	45,193,116.50
Financial assets at fair value through
profit or loss
Derivative financial assets
Notes receivable	1,069,872.40
Accounts receivable	580,830,561.90	556,257,598.52
Prepayments	5,413,743.85	1,485,067.67
Interest receivable
Dividends receivable
Other receivables	161,685,993.62	179,069,893.00
Inventory
Assets classified as held-for-sale
Non-current assets due within one year
Other current assets
Total current assets	814,137,479.52	782,005,675.69

— 18 —

Item Non-current assets: Available-for-sale financial assets Held-to-maturity investments Long-term receivables Long-term equity investments Investment properties Fixed assets Construction in progress Construction materials Disposal of fixed assets Biological assets for production Fuel assets Intangible assets Development expenses Goodwill Long-term deferred expenses Deferred income tax assets Other non-current assets Total non-current assets Total assets	Balance as at the end of the period 49,401,611.03 52,597,961.54 3,688,157.00 428,213.56 6,800,274.91 459,000.00 113,375,218.04 927,512,697.56	Balance as at the beginning of the year 48,649,780.65 52,597,961.54 3,813,540.76 428,213.56 6,856,321.12 486,000.00 112,831,817.63 894,837,493.32

— 19 —

Item Current liabilities: Short-term loans Financial liabilities at fair value through profit or loss Derivative financial liabilities Notes payable Accounts payable Payments received in advance Staff remuneration payables Taxes payable Interest payable Dividends payable Other payables Liabilities classified as held-for-sale Non-current liabilities due within one year Other current liabilities Total current liabilities	Balance as at the end of the period 10,000,000.00 110,000,000.00 65,793,116.19 47,088,343.52 18,866,938.50 2,703,275.61 86,287,552.26 43,413,636.87 384,152,862.95	Balance as at the beginning of the year 10,000,000.00 90,000,000.00 75,935,633.93 50,176,727.50 13,822,236.57 7,262,758.60 50,643,969.60 43,413,636.87 341,254,963.07

— 20 —

		Balance as at	Balance as at		Balance as at
			the end of		the beginning of
Item			the period		the year
Non-current liabilities:
Long-term loans		419,690,435.62			430,815,761.38
Debentures payable
Including: Preference shares
Perpetual bonds
Long-term payables
Long-term salaries payable
Specific payables
Accrued liabilities
Deferred income
Deferred income tax liabilities
Other non-current liabilities
Total non-current liabilities		419,690,435.62			430,815,761.38
Total liabilities		803,843,298.57			772,070,724.45
Owners’ equity:
Share capital		500,018,242.00			500,018,242.00
Other equity instruments
Including: Preference shares
Perpetual bonds
Capital reserve		891,129,782.23			891,129,782.23
Less: Treasury stock
Other comprehensive income
Special reserve
Surplus reserve		51,365,509.04			51,365,509.04
Retained earnings		–1,318,844,134.28			–1,319,746,764.40
Total owners’ equity		123,669,398.99			122,766,768.87
Total liabilities and shareholders’ equities		927,512,697.56			894,837,493.32
			Person in charge of
Legal representative:	Chief accountant:		accounting department:
Ma Liyun	Sun Lei			Chen Jing

— 21 —

Consolidated Income Statement January to March 2015

Prepared by: Luoyang Glass Company Limited

			Unit: Yuan Currency: RMB Unaudited	Unit: Yuan Currency: RMB Unaudited
			January to	January to
Item			March 2015	March 2014
I.	Total operating revenue		122,412,046.29	126,378,728.92
	Including:	Operating revenue	122,412,046.29	126,378,728.92
		Interest income
		Premiums earned
		Handling charges and commission income
II.	Total operating costs		155,234,613.60	151,888,664.01
	Including:	Operating costs	124,392,829.67	116,129,275.50
		Interest expenses
		Handling charges and commission expenses
		Surrender payment
		Net expenditure for compensation payments
		Net provision for insurance contracts
		Policyholder dividend expenses
		Reinsurance costs
		Business taxes and surcharges	1,081,040.12	1,403,782.31
		Selling expenses	6,966,654.88	5,846,805.87
		Administration expenses	22,715,292.77	25,557,007.18
		Finance expenses	83,255.86	2,951,793.15
		Impairment loss on assets	–4,459.70
	Add:	Gains from changes in fair value
		(losses are represented by“–”)
		Investment income (losses are
		represented by“–”)		93,569,700.70
		Including: Gains from investment
		in associates and
		joint ventures
		Gains from currency exchange (losses are
		represented by“–”)

— 22 —

January to January to Item March 2015 March 2014 III. Operating profit (loss is represented by “–”) -32,822,567.31 68,059,765.61 Add: Non-operating income 495,979.02 1,732,234.13 Including: Gains from disposal of non-current assets 418,189.09 Less: Non-operating expenses 713,663.66 32,706.28 Including: Loss from disposal of non-current assets IV. Total profit (total loss is represented by “–”) -33,040,251.95 69,759,293.46 Less: Income tax expenses 1,633,043.85 1,852,720.44 V. Net profit (net loss is represented by “–”) -34,673,295.80 67,906,573.02 Net profit attributable to the owners of the Company -32,043,478.77 70,489,403.90 Minority interests -2,629,817.03 -2,582,830.88

VI. Net other comprehensive income after taxes

Net other comprehensive income attributable to

• owners of the parent company after taxes

• (I) Items that may not be reclassified

• subsequently to profit or loss

• Changes in net liabilities or net assets arising from the re-measurement of defined benefit plans

• Shares of other comprehensive income of investees that may not be reclassified to profit or loss under the equity method

• (II) Other comprehensive income that may be subsequently

• reclassified to profit or loss

• Shares of other comprehensive income of investees that may be reclassified to profit or loss under the equity method subsequently

• Gains or losses from changes in fair value of available-for-sale financial assets

• Gains or losses from reclassifying held-to-maturity investments to available-for-sale financial assets

• Effective portion of cash flow adjusted for hedging gains or losses

• Exchange differences from retranslation of financial statements

• Others

Net other comprehensive income attributable

• to minority interests after taxes

— 23 —

				January to	January to
Item				March 2015	March 2014
VII.	Total	comprehensive income		-34,673,295.80	67,906,573.02
	Total	comprehensive income attributable to owners
	of the Company			-32,043,478.77	70,489,403.90
	Total	comprehensive income attributable to minority interests		-2,629,817.03	-2,582,830.88
VIII. Earnings per share:
	(I)	Basic earnings per share_(RMB/share)_		-0.0641	0.1410
	(II)	Diluted earnings per share_(RMB/share)_		-0.0641	0.1410
				Person in charge of
	Legal representative:		Chief accountant:	accounting department:
		Ma Liyun	Sun Lei		Chen Jing

— 24 —

Income Statement of the Company January to March 2015

Prepared by: Luoyang Glass Company Limited

Unit: Yuan Currency: RMB Unaudited

			January to	January to
Item			March 2015	March 2014
I.	Operating revenue		73,247,688.07	124,895,139.38
	Less:	Operating costs	72,095,470.74	122,793,938.29
		Business taxes and surcharges	173,974.13	231,048.65
		Selling expenses	483,255.77	852,115.09
		Administration expenses	5,275,743.05	5,067,250.16
		Finance expenses	–1,285,021.11	–1,168,375.92
		Impairment loss on assets
	Add:	Gains from changes in fair value Investment income
		(losses are represented by“–”)
		Investment income (losses are represented by“–”)	4,384,048.44	77,554,019.11
		Including: Gains from investment in associates
		and joint ventures
II.	Operating Profit (losses are represented by “–”)		888,313.93	74,673,182.22
	Add:	Non-operating income	30,660.38	268,903.85
		Including: Gains from disposal of
		non-current assets		81,403.85
	Less:	Non-operating expenses	16,344.19	16,228.84
		Including: Loss from disposal of non-current assets
III.	Total profit (total loss is represented by “-”)		902,630.12	74,925,857.23
	Less: Income tax expenses
IV.	Net profit (net loss is represented by “-”)		902,630.12	74,925,857.23

— 25 —

January to March 2015

January to March 2014

Item

V.	Net other comprehensive income after taxes	Net other comprehensive income after taxes
	(I)	Items that may not be reclassified subsequently
		to profit or loss
		1. Changes in net liabilities or net assets arising from
		the re-measurement of defined benefit plans
		2. Shares of other comprehensive income of investees
		that may not be reclassified to profit or loss under
		the equity method
	(II)	Other comprehensive income that may be subsequently
		reclassified to profit or loss
		1. Shares of other comprehensive income of investees
		that may be reclassified to profit or loss under the
		equity method subsequently
		2. Gains or losses from changes in fair value of
		available-for-sale financial assets
		3. Gains or losses from reclassifying held-to-maturity
		investments to available-for-sale financial assets
		4. Effective portion of cash flow adjusted for hedging
		gains or losses
		5. Exchange differences from retranslation of
		financial statements
		6. Others
VI.	Total comprehensive income		902,630.12	74,925,857.23
VII.	Earnings per share:
	(I)	Basic earnings per share_(RMB/share)_	0.0018	0.1498
	(II)	Diluted earnings per share_(RMB/share)_	0.0018	0.1498
			Person in charge of
	Legal representative: Chief accountant:		accounting department:
		Ma Liyun Sun Lei		Chen Jing

— 26 —

Consolidated Cash Flow Statement January to March 2015

Prepared by: Luoyang Glass Company Limited

		Unit: Yuan Currency: RMB Unaudited	Unit: Yuan Currency: RMB Unaudited
		January to	January to
Item		March 2015	March 2014
I.	Cash flows from operating activities:
	Cash received from sale of goods or
	rendering of services	61,152,674.17	59,670,356.73
	Net increase in customer and interbank
	deposits
	Net increase in loans from central bank
	Net increase in loans from other financial
	institutions
	Cash received from premiums under original
	insurance contract
	Net cash received from reinsurance business
	Net increase in deposits of policy holders and
	investment
	Net increase in disposal of financial assets at fair
	value and its changes are calculated into profit
	or loss in the current period
	Cash received from interest, handling charges
	and commissions
	Net increase in loans
	Net increase in income from repurchase
	business
	Tax rebates
	Other cash received from activities related to
	operation	3,342,455.19	6,180,242.17
	Sub-total of cash inflow from operating
	activities	64,495,129.36	65,850,598.90

— 27 —

Item Cash paid for goods purchased and services rendered Net increase in loans and advances from customers Net increase in deposits with central bank and interbank deposits Cash paid for compensation payments under original insurance contracts Cash paid for interest, handling charges and commissions Cash paid for insurance policy dividend Cash paid to and on behalf of employees Tax payments Other cash paid for activities related to operation Sub-total of cash outflow from operating activities Net cash flow from operating activities	January to March 2015 72,117,889.75 14,321,958.61 8,600,289.65 12,979,077.51 108,019,215.52 –43,524,086.16	January to March 2014 38,207,364.53 17,362,760.95 10,005,765.41 4,774,033.53
		70,349,924.42
		–4,499,325.52

— 28 —

Item II. Cash flow from investment activities: Cash received from disposal of investment Cash received from return of investments Net cash received from disposal of fixed assets, intangible assets and other long term assets Net cash received from disposal of subsidiaries and other operating entities Other cash received from activities related to investment Sub-total of cash inflow from investment activities Cash paid for purchase and construction of fixed assets, intangible assets and other long-term assets Cash paid for investment Net increase in pledged loans Net cash paid for acquisition of subsidiaries and other operating entities Other cash paid for activities related to investment Sub-total of cash outflow from investment activities Net cash flow from investment activities	January to March 2015 9,804,049.46 9,804,049.46 –9,804,049.46	January to March 2014 4,000,000.00 38,043,000.00
		42,043,000.00
		171,970.00 5,000,000.00
		5,171,970.00
		36,871,030.00

— 29 —

January to January to March 2015 March 2014

Item

III.	Cash flow from financing activities:
	Cash received from investments
	Including: Proceeds received by
	subsidiaries from minority
	shareholders’investment
	Proceeds from loans
	Cash received from issue of bonds
	Other cash received from financing-related
	activities	171,497,831.15	161,764,007.12
	Sub-total of cash inflow from financing activities	171,497,831.15	161,764,007.12
	Cash paid for repayment of loans	10,978,095.35	11,694,118.18
	Cash paid for dividends, profit, or interest
	payments	135,000.00
	Including: Dividend and profit paid by
	subsidiaries to minority
	shareholders
	Other cash paid for financing-related activities	126,698,397.78	159,750,800.00
	Sub-total of cash outflow from financing activities	137,811,493.13	171,444,918.18
	Net cash flow from financing activities	33,686,338.02	–9,680,911.06
IV.	Effects of changes in exchange rate on
	cash and cash equivalents	455.48	1,078.88
V.	Net increase in cash and cash equivalents	–19,641,342.12	22,691,872.30
	Add: Opening balance of cash and cash
	equivalents	23,437,695.65	28,316,110.10
VI.	Closing balance of cash and cash equivalents	3,796,353.53	51,007,982.40
		Person in charge of
	Legal representative: Chief accountant:	accounting department:
	Ma Liyun Sun Lei		Chen Jing

— 30 —

Cash Flow Statement of the Company January to March 2015

Prepared by: Luoyang Glass Company Limited

	Unit: Yuan Currency: RMB Unaudited	Unit: Yuan Currency: RMB Unaudited	Unit: Yuan Currency: RMB Unaudited
		January to	January to
Item		March 2015	March 2014
I.	Cash flow from operating activities:
	Cash received from sale of goods and
	provision of services	142,063,852.71	54,912,370.26
	Tax rebates
	Other cash received from activities related to
	operation	45,462,626.59	127,103,815.90
	Sub-total of cash inflow from operating activities	187,526,479.30	182,016,186.16
	Cash paid for goods purchased and service
	rendered	3,672,755.00	1,476,980.85
	Cash paid to and on behalf of employees	1,497,574.82	5,073,602.30
	Tax payments	928,683.55	1,153,712.43
	Other cash paid for activities related to
	operation	47,392,237.03	109,956,175.07
	Sub-total of cash outflow from operating activities	53,491,250.40	117,660,470.65
	Net cash flow from operating activities	134,035,228.90	64,355,715.51

— 31 —

January to March 2015

January to March 2014

Item II. Cash flow from investment activities: Cash received from disposal of investments Cash received from return of investments Net cash received from disposal of fixed assets, intangible assets and other long-term assets Net cash received from disposal of subsidiaries and other operating entities Other cash received from activities related to investment Sub-total of cash inflow from investment activities Cash paid for purchase and construction of fixed assets, intangible assets and other long-term assets Cash paid for investment Net cash paid for acquisition of subsidiaries and other operating entities Other cash paid for activities related to investment Sub-total of cash outflow from investment activities Net cash flow from investment activities	March 2015	March 2014 4,000,000.00 38,043,000.00
		42,043,000.00
		5,000,000.00
		5,000,000.00
		37,043,000.00

— 32 —

January to January to March 2015 March 2014

Item

III.	Cash flow from financing activities:
	Cash received from investments
	Proceeds from loans
	Other cash received from activities related to
	financing			10,000,000.00
	Sub-total of cash inflow from financing activities			10,000,000.00
	Cash paid for repayment of loans		10,258,095.35	10,974,118.18
	Cash paid for dividends, profit,
	or interest payment		135,000.00
	Other cash paid for financing-related
	activities		123,698,397.78	100,000,000.00
	Sub-total of cash outflow from financing activities		134,091,493.13	110,974,118.18
	Net cash flow from financing activities		–134,091,493.13	–100,974,118.18
IV.	Effects of changes in exchange rate	on
	cash and cash equivalents		455.48	1,078.88
V.	Net increase in cash and cash equivalents		–55,808.75	425,676.21
	Add: Opening balance of cash and
	cash equivalents		193,116.50	398,991.55
VI.	Closing balance of cash and
	cash equivalents		137,307.75	824,667.76
			Person in charge of
	Legal representative:	Chief accountant:	accounting department:
	Ma Liyun	Sun Lei		Chen Jing

— 33 —

5. RULES UNDER THE HONG KONG CODE ON TAKEOVERS AND MERGERS

Reference is made to the announcement of the Company dated 31 December 2014 in relation to, among other things, the Framework Agreement and the transactions contemplated thereunder, the specific mandates and the Whitewash Waiver. Capitalised terms used in this announcement shall have the same meanings as those defined in the announcement unless otherwise stated.

This announcement constitutes a profit forecast under Rule 10 of the Hong Kong Code on Takeover and Merger (“ Takeovers Code ”) and would need to be reported on by the Company’s financial adviser and its accountants or auditors in accordance with Rule 10 of the Takeovers Code. Since this announcement is required to be made pursuant to rule 6.1 of the listing rules of the SSE, which requires the Company to issue this announcement as soon as practicable and given the time constraints, it is difficult for the Company (in terms of time or others) to meet the requirements set out in Rule 10.4 of the Takeovers Code.

The Company would like to draw the attention of the Shareholders and potential investors of the Company to that this announcement does not meet the standard required by Rule 10 of the Takeovers Code. Shareholders and potential investors of the Company should exercise caution in placing reliance on such forecasts in assessing the merits and demerits of the proposed transactions under the Framework Agreement (the “Proposed Transactions”).

Pursuant to Rule 10.4 of the Takeovers Code, the reports from the Company’s auditors and financial adviser on the profit estimate are required to be included in the next document to be sent to the Shareholders in connection with the Proposed Transactions.

Shareholders and potential investors of the Company are also advised to exercise caution when dealing in the Shares.

By order of the Board

Luoyang Glass Company Limited*

Ma Liyun Chairman

Luoyang, the PRC 28 April 2015

— 34 —

As at the date of this announcement, the Board comprises four executive Directors: Mr. Ma Liyun, Mr. Ni Zhisen, Ms. Sun Lei and Mr. Xie Jun; two non-executive Directors: Mr. Zhang Chengong and Mr. Zhang Chong; and four independent non-executive Directors: Mr. Huang Ping, Mr. Dong Jiachun, Mr. Liu Tianni and Mr. Jin Zhanping.

The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to CLFG) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

The directors of CLFG jointly and severally accept full responsibility for the accuracy of the information contained in this announcement (other than those relating to the Group) and confirm, having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement, the omission of which would make any statement in this announcement misleading.

• for identification purposes only

— 35 —