RoboSense Technology Co., Ltd — M&A Activity 2007

Oct 22, 2007

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

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

(Stock Code: 1108)

DISCLOSEABLE AND CONNECTED TRANSACTION ACQUISITION OF A 50% EQUITY INTEREST IN LONGXIN GLASS

CONNECTED TRANSACTION DISPOSAL OF A 100% EQUITY INTEREST IN LOGISTICS COMPANY

Financial Adviser to the Company

KPMG Corporate Finance Limited

The Board is pleased to announce that the Company has entered into the following two transactions:

(i) Longxin Glass Share Transfer Agreement

On 22 October 2007, the Company entered into the Longxin Glass Share Transfer Agreement with CLFG for the acquisition of a 50% equity interest in Longxin Glass held by CLFG at a consideration of RMB35,000,000 (approximately HK$36,144,500).

Longxin Glass is principally engaged in the production and sale of float flat glass in the PRC.

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(ii) Logistics Company Share Transfer Agreement

On 22 October 2007, the Company entered into the Logistics Company Share Transfer Agreement with CLFG for the disposal of a 100% equity interest in Logistics Company held by the Company to CLFG at a consideration of RMB70,363,714 (approximately HK$72,664,607)

Logistics Company is principally engaged in the warehousing storage (excluding dangerous goods), allocation and transportation of goods, logistics information services, consultation of logistic system design, consultation services of glass processing technology, sale of glass and related raw materials, steels, building materials and metals in the PRC.

As CLFG is the controlling shareholder of the Company holding a 35.8% equity interest in the Company, the transactions contemplated under the Longxin Glass Share Transfer Agreement and the Logistics Company Share Transfer Agreement constitute connected transactions of the Company under the Listing Rules and the Listing Rules of Shanghai Stock Exchange for Securities. According to the Listing Rules and Rule 10.25 of the Listing Rules of Shanghai Stock Exchange for Securities, each of the Longxin Glass Share Transfer Agreement and the Logistics Company Share Transfer Agreement will be subject to the Independent Shareholders’ approval at the EGM. Further, as the relevant percentage ratios are more than 5% but less than 25%, the transaction contemplated under the Longxin Glass Share Transfer Agreement constitutes a discloseable transaction under Rule 14.06(2) of the Listing Rules.

A circular containing, among other things, further details of the Longxin Glass Share Transfer Agreement and the Logistics Company Share Transfer Agreement, the letter of advice from the Independent Board Committee to the Independent Shareholders, the letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders, and the notice of EGM will be dispatched to the Shareholders as soon as practicable.

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

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INTRODUCTION

The 15th meeting of the 5th Board of the Company was held at the conference room of the Company at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang, Henan Province, the PRC at 10:00 a.m. on 22 October 2007. 11 out of the 11 eligible Directors attended the meeting. The purpose of the meeting was to discuss the entering into of two connected transaction agreements: (1) the acquisition of a 50% equity interest in Longxin Glass at a consideration of RMB35,000,000 and (2) the disposal of a 100% equity interest in Logistics Company at a consideration of RMB70,363,714. The Directors, Mr. Zhu Leibo and Mr. Shen Anqin, have abstained from voting as Mr. Zhu is the general manager of CLFG and Mr. Shen is a director of CLFG. The remaining 9 Directors voted and approved unanimously the above two connected transaction agreements. Mr. Zhu Leibo, the Chairman of the Company, was authorised to sign these two agreements.

The Board believes that the acquisition of a 50% equity interest in Longxin Glass will result in the Company participating in the business of Longxin Glass directly and removing CLFG’s shareholding in Longxin Glass. The competing interest between CLFG and the Company will be eliminated. Further, in view of the comprehensive equipment and production lines of Longxin Glass, it will enhance the Group’s market position in the glass industry. Logistics Company holds cash and a piece of land. It has not carried out any operations. The disposal of Logistics Company represents a good opportunity for the Company to realise the land at a reasonable price and the proceeds obtained will improve the financial position and liquidity of the Company.

On 22 October 2007, the Company and CLFG entered into the Longxin Glass Share Transfer Agreement and the Logistics Company Share Transfer Agreement. Under the Longxin Glass Share Transfer Agreement, the Company agreed to acquire a 50% equity interest in Longxin Glass from CLFG at a consideration of RMB35,000,000 (approximately HK$36,144,500). Pursuant to the Logistics Company Share Transfer Agreement, the Company agreed to sell a 100% equity interest in Logistics Company to CLFG at a consideration of RMB70,363,714 (approximately HK$72,664,607).

Set out below is a summary of the principal terms of the Longxin Glass Share Transfer Agreement and the Logistics Company Share Transfer Agreement.

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DISCLOSEABLE AND CONNECTED TRANSACTION

(i) Longxin Glass Share Transfer Agreement

• (1) Date

22 October 2007

• (2) Parties

• (A) CLFG: the controlling shareholder of the Company holding a 35.8% equity interest in the Company, thus a connected person of the Company under the Listing Rules.

• (B) Company

• (3) Details of the transaction

Pursuant to the Longxin Glass Share Transfer Agreement, CLFG has agreed to sell its 50% equity interest in Longxin Glass to the Company at a consideration of RMB35,000,000 (approximately HK$36,144,500), which is to be satisfied by the Company wholly in cash.

Upon completion of this transaction, the Company will own a 50% equity interest in Longxin Glass. The other 50% equity interest in Longxin Glass will continue to be owned by Xinan Fada, an Independent Third Party.

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(4) Consideration

The consideration amounting to RMB35,000,000 (equivalent to approximately HK$36,144,500) was determined by the Company and CLFG after arm’s length negotiations with reference to the audited net asset value of Longxin Glass as at 31 August 2007, the financial position of Longxin Glass, the economic benefits to the Company after completion of the transaction which will be further elaborated in the section “Reasons and benefits of the transaction” below, and the appraised value of approximately RMB80,755,000 by a PRC qualified surveyor, which is an independent third party to the Company and CLFG. The consideration of RMB35,000,000 represents a premium of approximately 4% of the attributable interest of Longxin Glass’ audited net asset value of approximately RMB33,536,000 as at 31 August 2007 and represents a discount of approximately 13% of the attributable appraised value of approximately RMB40,377,500.

The PRC auditor of the Company, Guangdong Hengxin Delu Certified Public Accountants Company Limited has issued an auditors’ report on Longxin Glass with the following “Emphasis of Matters”:

“We would like to draw your attention that as mentioned in Note 2 to this report, the financial statement of Longxin Glass has been prepared on a going concern basis assuming that Longxin Glass will remain in business in the current and the next financial year. As at 31 August 2007, Longxin Glass had an accumulated loss of RMB25,628,000 and had an overdue current loan of RMB38,718,000. As at 31 August 2007, Longxin Glass’s current liabilities exceeded its current assets by RMB115,521,000. Longxin Glass has disclosed in Note 2 to this report its basis why this report should be prepared on a going concern basis notwithstanding the fundamental uncertainties underlying the going concern assumption. This paragraph does not affect our opinion on the financial statement of Longxin Glass.”

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Note 2 to the above auditors’ report sets out the following:

“Notwithstanding that as at 31 August 2007, Longxin Glass had an accumulated loss of RMB25,628,000 and had an overdue current loan of RMB38,718,000 and Longxin Glass’s current liabilities exceeded its current assets by RMB115,521,000, the directors of the Longxin Glass are of the opinion that Longxin Glass should continue as a going concern and repay its debts when they become due on the following basis:

• (i) Longxin Glass has obtained consents from the relevant financial institutes to renew the revolving credit facilities with an aggregate credit limit of RMB29,000,000 upon expiry in the next financial year; and

• (ii) Longxin Glass will continue to be supported financially by CLFG, the ultimate shareholder.

The directors of Longxin Glass are of the opinion that Longxin Glass will have adequate liquidity to meet its future working capital and other operational needs. Therefore, this report is prepared on a going concern basis.”

Upon fulfillment of the conditions set out below, the consideration of RMB35,000,000 will be paid by the Company on or before 31 December 2007.

Based on the above reasons and taking into account of the matters relating to “Emphasis of Matters” set out above, the Board (excluding the independent non-executive Directors who will express their opinions on the transaction after taking into account of the advice from the independent financial adviser) considers that the consideration is fair and reasonable and in the interests of both the Company and the Shareholders.

The consideration will be funded by internal resources of the Company and will be satisfied by the Company wholly in cash. The Company is contemplating a disposal under the Logistics Company Share Transfer Agreement which will generate net proceeds of about RMB66,662,000 as further detailed below. These two agreements are not interconditional and even if the disposal of Logistics Company does not proceed, the Company has sufficient funds to satisfy the consideration for the Longxin Share Transfer Agreement out of its internal resources.

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(5) Conditions precedent

The Longxin Glass Share Transfer Agreement will become effective upon the fulfillment of the following conditions:-

1. the approval of the Longxin Glass Share Transfer Agreement by the Independent Shareholders at the EGM;

2. the approval of the Longxin Glass Share Transfer Agreement by the shareholders of Longxin Glass at the shareholders’ meeting;

3. Xinan Fada forfeits its pre-emption right to purchase shares in Longxin Glass; and

4. the obtaining of all necessary consents, authorisations and approvals from the relevant government authorities and in accordance with the articles of association of the Company and CLFG.

If the above conditions are not satisfied on or before 31 March 2008 or such later time as may be agreed between the Company and CLFG, the Longxin Glass Share Transfer Agreement shall cease and determine and thereafter neither party shall have any obligations and liabilities towards each other thereunder.

(6) Completion

Completion shall take place upon the full payment of the consideration of RMB35,000,000 (equivalent to approximately HK$36,144,500) by the Company to CLFG and upon the completion of the relevant registration procedure by Longxin Glass.

Currently the board of directors of Longxin Glass comprises of 7 directors, of whom 3 directors are nominated by CLFG and 4 directors are nominated by Xinan Fada. After the completion, the Company will hold a 50% equity interest in Longxin Glass and CLFG will cease to hold any shares in Longxin Glass. The board composition of Longxin Glass will continue to comprise of 7 directors, of whom 3 directors shall be nominated by the Company and 4 directors shall be nominated by Xinan Fada. Longxin Glass will be equity accounted for as an associate of the Company.

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(7) Information relating to Longxin Glass

Longxin Glass was incorporated in the PRC in 2003. The registered capital of Longxin Glass is RMB88,000,000, of which CLFG and Xinan Fada each contributed 50%. Longxin Glass is principally engaged in the production and sale of float flat glass in the PRC.

Set out below is the financial summary of Longxin Glass based on its financial statements prepared in accordance with the PRC Accounting Rules and Regulations:

			For the
	For the year ended	For the year ended	8 months ended
	31 December 2005	31 December 2006	31 August 2007
	(RMBmillion)	(RMBmillion)	(RMBmillion)
	(Audited)	(Audited)	(Audited)
Net profit/(loss) before tax	9.2	(30.5)	9.6
Net profit/(loss) after tax	6.1	(30.5)	9.6
Total asset value	341.1	328.1	329.0
Net asset value	100.3	57.5	67.1

(8) Reasons and benefits of the transaction

The Company is principally engaged in the production and sale of float flat glass and reprocessed automobile glass. Longxin Glass is engaged in a similar line of business. The acquisition of a 50% equity interest in Longxin Glass from CLFG will result in the Company participating in the business of Longxin Glass directly and removing CLFG’s shareholding in Longxin Glass. The competing interest between CLFG and the Company will be eliminated. Further, in view of the comprehensive equipment and production lines of Longxin Glass, it will enhance the Group’s market position in the glass industry.

In light of the basis of the consideration and the reasons and benefits resulting from the acquisition, the Directors (excluding the independent non-executive Directors who will express their opinions on the transaction after taking into account of the advice from the independent financial adviser), consider that the transaction contemplated under the Longxin Glass Share Transfer Agreement is on normal commercial terms and is fair and reasonable and in the interests of both the Company and its Shareholders.

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(9) Information relating to the Company, CLFG and Listing Rules implications

The Company is principally engaged in the production and the sale of float flat glass and reprocessed automobile glass. CNBMG, the ultimate controller of the Company, is a key state owned enterprise directly under the management of SASAC. SASAC is the controlling shareholder and ultimate controller of CNBMG. The principal operations of CNBMG include research and development, wholesale and retail of building materials (including steel products and timber, but only limited to procurement and supply to the direct enterprises units under its system), auxiliary raw materials and production technology equipments, supply of small cars under the plan of its system; contraction of design and construction of new-model building material houses, factories and ornament and decoration engineering.

CLFG is a limited liability company with registered capital of RMB1,286,740,000. Its office address is No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang, Henan Province, the PRC and its legal representative is Mr. Liu Baoying. CLFG is principally engaged in the production of glass, related raw materials and equipment, import, export and domestic sales of glass, processing technology, design and sub-contracting of engineering works, labour export, provision of industrial production material (excluding those under control of the state), technological services, consultation services and goods transportation. The audited net loss and net assets of CLFG in 2006 are approximately RMB217,429,000 and approximately RMB869,029,000 respectively.

As CLFG is a controlling shareholder of the Company holding a 35.8% equity interest in the Company, CLFG is a connected person of the Company. The transaction contemplated under the Longxin Glass Share Transfer Agreement constitutes a connected transaction on the part of the Company under Chapter 14A of the Listing Rules and the Listing Rules of Shanghai Stock Exchange for Securities. According to the Listing Rules and Rule 10.25 of the Listing Rules of Shanghai Stock Exchange for Securities, the Longxin Glass Share Transfer Agreement will be subject to the Independent Shareholders’ approval at the EGM.

Further, as the relevant percentage ratios are more than 5% but less than 25%, the transaction contemplated under the Longxin Glass Share Transfer Agreement constitutes a discloseable transaction under Rule 14.06(2) of the Listing Rules.

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There is no present intention to further increase the Company’s shareholding in Longxin Glass after completion of the Longxin Glass Share Transfer Agreement. The Company will comply with the Listing Rules as and when any further change of its interest in Longxin Glass may occur.

CONNECTED TRANSACTION

(ii) Logistics Company Share Transfer Agreement

• (1) Date

22 October 2007

• (2) Parties

• (A) Company

• (B) CLFG: the controlling shareholder of the Company holding a 35.8% equity interest in the Company, thus a connected person of the Company under the Listing Rules.

• (3) Details of the transaction

Pursuant to the Logistics Company Share Transfer Agreement, the Company has agreed to transfer all of its 100% equity interest in Logistics Company to CLFG at a consideration of RMB70,363,714 (approximately HK$72,664,607), which is to be satisfied by CLFG wholly in cash.

Upon completion of this transaction, the Company will have no interest in Logistics Company and Logistics Company will no longer be a subsidiary of the Company.

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(4) Consideration

The consideration amounting to RMB70,363,714 (equivalent to approximately HK$72,664,607) was determined by the Company and CLFG after arm’s length negotiations with reference to Logistics Company’s audited net asset value. The consideration of RMB70,363,714 represents a premium of approximately 0.02% of the Logistics Company’s audited net asset value of RMB 70,351,000 as at 19 October 2007.

Upon fulfillment of the conditions set out below, 30% of the consideration of RMB70,363,714 (i.e. RMB21,109,114.2) will be paid by CLFG on or before 31 December 2007 and the remaining 70% of the consideration (i.e. RMB49,254,599.8 ) will be paid by CLFG on or before 20 April 2008.

Based on the above reasons, the Board (excluding independent non-executive Directors who will express their opinions on the transaction after taking into account of the advice from the independent financial adviser) considers that the consideration is fair and reasonable and in the interests of both the Company and the Shareholders.

The Company has been informed that CLFG will fund the acquisition of Logistics Company by way of the following:-

• a. loan facilities provided by financial institutions;

• b. conversion of current assets into cash (including land, shares and other a s s e t s ) ; and

• c. financial assistance from CNBMG.

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(5) Conditions precedent

The Logistics Company Share Transfer Agreement will become effective upon the fulfillment of the following conditions:-

1. the approval of the Logistics Company Share Transfer Agreement by the Independent Shareholders at the EGM; and

2. the obtaining of all necessary consents, authorisations and approvals from the relevant government authorities and in accordance with the articles of association of the Company and CLFG.

If the above conditions are not satisfied on or before 31 March 2008 or such later time as may be agreed between the Company and CLFG, the Logistics Company Share Transfer Agreement shall cease and determine and thereafter neither party shall have any obligations and liabilities towards each other thereunder.

• (6) Completion

Completion shall take place upon the full payment of the consideration of RMB70,363,714 (equivalent to approximately HK$72,664,607) by CLFG and upon completion of the relevant registration procedure by Logistics Company.

After completion, the Company will cease to hold any interest in Logistics Company and Logistics Company will no longer be a subsidiary of the Company.

• (7) Information relating to Logistics Company

Logistics Company was incorporated in the PRC on 14 October 2007 and is decided to engage in the warehousing storage (excluding dangerous goods), allocation and transportation of goods, logistics information services, consultation of logistic system design, consultation services of glass processing technology, sale of glass and related raw materials, steels, building materials and metals in the PRC. The registered capital of Logistics Company is RMB10,000,000. As at the date of this announcement, Logistics Company holds cash and a piece of land (“Land”). The Land occupies an area of approximately 8.0 hectares located to the east of the Company’s factory area.

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In preparation of the incorporation of the Logistics Company, the Company has commissioned an independent appraisal of the Land which valued the land at RMB67,363,714 on 8 October 2007. As at 19 October 2007, the audited net asset value of Logistics Company is RMB70,351,000.

(8) Reasons and benefits of the transaction and Application of the sale proceeds

As mentioned above, Logistics Company holds cash and the Land only. The Logistics Company is newly set up and has not carried out any operations. The Company does not have any specific plan regarding the Land. After due and careful consideration, the Directors believe that the disposal of Logistics Company represents a good opportunity for the Company to realise the Land at a reasonable price and the proceeds obtained will enhance the financial position and liquidity of the Company.

The Land was acquired by the Company in 1994 at approximately RMB17,697,000 and its carrying value was approximately RMB12,978,000 as at 31 August 2007. The Company’s total cost of investment in Logistics Company is approximately RMB15,978,000 comprising RMB3,000,000 cash and the Land. Upon disposal of Logistics Company, the Company will realise a gain of approximately RMB50,685,000, which is the difference between the consideration of RMB70,363,714 and the total of the Company’s total investment cost of approximately RMB15,978,000, business tax of approximately RMB2,991,000 (being 5.5% of the gross gain of RMB54,385,714) and a transaction levy of approximately RMB710,000.

Given the reasons mentioned above, the Directors (excluding the independent nonexecutive Directors who will express their opinions on the transaction after taking into account of the advice from the independent financial adviser) consider that the transaction contemplated under the Logistics Company Share Transfer Agreement is on normal commercial terms and is fair and reasonable and in the interests of both the Company and its Shareholders.

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The disposal of Logistics Company will generate net proceeds of approximately RMB66,662,000, of which RMB35,000,000 will be used to fund the consideration of the transaction under the Longxin Glass Share Transfer Agreement as mentioned above and the balance will be used to expand the general working capital and production capacity of the Group. The Longxin Glass Share Transfer Agreement and the Logistics Company Share Transfer Agreement are not inter-conditional and even if the disposal of Logistics Company does not proceed, the Company has sufficient funds to satisfy the consideration for the Longxin Share Transfer Agreement out of its internal resources. In the event that the Longxin Share Transfer Agreement does not proceed, all proceeds generated from the disposal of Logistics Company will be used as general working capital of the Group.

(9) Listing Rules implications

As CLFG is a controlling shareholder of the Company holding a 35.8% equity interest in the Company, CLFG is a connected person of the Company. The transaction contemplated under the Logistics Company Share Transfer Agreement constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules and the Listing Rules of Shanghai Stock Exchange for Securities. According to the Listing Rules and Rule 10.25 of the Listing Rules of Shanghai Stock Exchange for Securities, the Logistics Company Share Transfer Agreement will be subject to the Independent Shareholders’ approval at the EGM.

EGM

The Company will convene an EGM for the purpose of seeking Independent Shareholders’ approval on the Longxin Glass Share Transfer Agreement and the Logistics Company Share Transfer Agreement. According to the Listing Rules, CLFG, the controlling shareholder of the Company holding a 35.8% equity interest in the Company, and its associates will abstain from voting in respect of the resolutions relating to the Longxin Glass Share Transfer Agreement and the Logistics Company Share Transfer Agreement. The votes to be taken at the EGM in relation to the said resolutions will be taken by poll.

The Independent Board Committee will be established to consider the Longxin Glass Share Transfer Agreement and the Logistics Company Share Transfer Agreement and advise the Independent Shareholders as to whether each of these two agreements are on normal commercial terms, fair and reasonable and in the interests of both the Company and the Shareholders. An independent financial adviser will be appointed to advise the Independent Board Committee and the Independent Shareholders in this regard.

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GENERAL

A circular containing, among other things, further details of the Longxin Glass Share Transfer Agreement and the Logistics Company Share Transfer Agreement, the letter of advice from the Independent Board Committee to the Independent Shareholders, the letter of advice from the independent financial adviser to the Independent Board Committee and the Independent Shareholders, and the notice of EGM will be dispatched to the Shareholders as soon as practicable.

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

DEFINITIONS

“Board”

the board of directors of the Company;

“Company” Luoyang Glass Company Limited (����������), a joint stock limited company incorporated in the PRC with limited liability, the H Shares of which are listed on the Main Board of the Stock Exchange (stock code: 1108);

“CLFG”

China Luoyang Float Glass (Group) Company Limited (���� ������������), a limited liability company incorporated in the PRC and the controlling shareholder of the Company holding a 35.8% equity interest in the Company;

“CNBMG”

China National Building Material Group Corporation, a wholly State-owned enterprise incorporated in the PRC and the ultimate controller of the Company;

“Directors” the directors of the Company, including the independent nonexecutive directors;

“EGM” an extraordinary general meeting of the Company proposed to be convened and held for the Independent Shareholders to consider and, if thought fit, approve the Longxin Glass Share Transfer Agreement and the Logistics Company Share Transfer Agreement;

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“Group” the Company and its subsidiaries;

“Hong Kong” the Hong Kong Special Administrative Region of the PRC; “Independent Shareholders” Shareholders other than CLFG and its associates; “Independent Board an independent board committee of the Company comprising of all Committee” the independent non-executive Directors; “Independent Third person(s) or company(ies) and their respective ultimate beneficial Party(ies)” owner(s) which, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, are third parties independent of the Company and connected persons of the Company (as defined in the Listing Rules);

• “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;

• “Longxin Glass” �������������� (CLFG Luoyang Longxin Glass Company Limited*), a limited liability company incorporated in the PRC;

• “Longxin Glass Share the share transfer agreement entered into between the Company and Transfer Agreement” CLFG on 22 October 2007 in respect of the acquisition of a 50% equity interest in Longxin Glass by the Company from CLFG;

• “Logistics Company” ������������ (Luoyang CLFG Storage and Logistics Company Limited*), a limited liability company incorporated in the PRC and a wholly-owned subsidiary of the Company;

• “Logistics Company the share transfer agreement entered into between the Company and Share Transfer CLFG on 22 October 2007 in respect of the transfer of a 100% Agreement” equity interest in Logistics Company from the Company to CLFG;

“percentage ratio” has the meaning ascribed to this term under the Listing Rules, as application to a transaction;

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“PRC” the People’s Republic of China which, for the purpose of this announcement, excludes Hong Kong and Macau and Taiwan; “SASAC” The State-owned Assets Supervision and Administration Commission of the State Council of the PRC; “Share(s)” share(s) of RMB1.00 each of the Company; “Shareholder(s)” registered holder(s) of the Shares; “Stock Exchange” The Stock Exchange of Hong Kong Limited; “Xinan Fada” ������������� (Xinan Fada Construction Investment Company Limited*), one of the two shareholders of Longxin Glass and an Independent Third Party.

By order of the Board Zhu Leibo Chairman

Luoyang, the PRC 22 October 2007

* For identification purpose only

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

In this announcement, certain amounts expressed in RMB have been translated into HK$ at RMB1=HK$1.0327 for illustrative purposes only. No representation is made that any amount in HK$ or RMB could have been or can be converted at the above rates or at any other rates.

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