RoboSense Technology Co., Ltd — M&A Activity 2009

Dec 31, 2009

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

(Stock Code: 1108)

Announcement in Relation to the Latest Development of the Company’s Acquisition of 50% equity interest in CLFG Luoyang Longxin Glass Company Limited*

This announcement is made pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Luoyang Glass Company Limited (the “ Company ”) and all members of the board (the “ Board ”) of directors (the “ Directors ”) of the Company hereby warrant the truthfulness, accuracy and completeness of the contents of this announcement, and accept joint and several responsibilities for any false information, misleading statements or material omission in this announcement.

Reference is made to the announcements dated 22 October 2007 and 8 April 2009 and the circular dated 2 November 2007 of the Company in relation to, among others, the Longxin Glass Share Transfer Agreement (the “ Agreement ”) entered into between the Company and China Luoyang Float Glass (Group) Company Limited (“ CLFG ”), the controlling shareholder of the Company, in respect of the Company’s conditional acquisition of 50% equity interest in CLFG Luoyang Longxin Glass Company Limited* (“ Longxin Glass ”) from CLFG and the extension of the long stop date of the Agreement.

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In the Company’s announcement dated 22 October 2007, the Company announced that it had executed the Agreement and would conditionally acquire 50% equity interest held by CLFG in Longxin Glass. The Agreement was approved by the independent shareholders of the Company on 18 December 2007.

Concerning the four conditions precedent stipulated under the Agreement, except for the two conditions precedent in respect of the renouncement of pre-emption rights to purchase shares by Xinan Fada Construction Investment Company Limited* (“ Xinan Fada ”), another shareholder of Longxin Glass, as stipulated under the articles of association of Longxin Glass and the approval of the Agreement at the shareholders’ meeting of Longxin Glass, other conditions precedent have been fulfilled.

As at the date of this announcement, the abovementioned two unfulfilled conditions precedent remain unfulfilled. As a result, the acquisition contemplated under the Agreement has not yet been completed and the main reasons are as follows:

CLFG and Xinan Fada jointly established Longxin Glass on 5 September 2003, the shares of which were owned as to 50% by each of CLFG and Xinan Fada. On 22 October 2007, in avoidance of competing interests between CLFG and the Company, CLFG entered into the Agreement with the Company to transfer its 50% equity interest in Longxin Glass (“ 50% Equity Interest ”) to the Company. Upon signing of the Agreement, CLFG immediately notified Xinan Fada of the share transfer and requested Xinan Fada to confirm the renouncement of its pre-emption right to purchase the 50% Equity Interest, yet no reply from Xinan Fada was received. Pursuant to clause 1 of Rule 72 under Chapter 3 of the Company Law of the People’s Republic of China, “before a shareholder transfers his or her shares to a party who is not a shareholder, approval of more than a half of other shareholders shall be obtained. Shareholder shall notify and seek approval of other shareholders in respect of the share transfer in writing. If other shareholders do not render a reply within 30 days from the date of receipt of the notification, he or she will be deemed to have agreed to the transfer. If more than a half of the shareholders disagree with the transfer, shareholders who raised disagreement shall purchase the equity interest under the transfer and those who do not purchase will be deemed to have agreed to the transfer”. In this connection, CLFG and the Company have considered that Xinan Fada had agreed the transfer of the 50% Equity Interest and renounced its pre-emption right of the 50% Equity Interest. However, at the time when CLFG proposed to convene a shareholders’ meeting of Longxin Glass to confirm the transfer of the 50% Equity Interest and make relevant amendments to the articles of association of Longxin Glass, Xinan Fada raised its disapproval of the transfer and refused to attend the meeting. As a result, Longxin Glass has failed to convene a shareholders’ meeting and the change of share registration could not proceed.

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According to the Agreement, if the conditions precedent to the Agreement were not fulfilled on or before 31 March 2008 or other time as may be agreed in writing between the parties, the Agreement shall lapse immediately and neither parties shall have the right to request the other to complete the Agreement. On 31 March 2008, CLFG and the Company reached a common ground that the transfer of 50% Equity Interest enables the Company to fulfill the requirement of China Securities Regulatory Commission in respect of the avoidance of competing interests between the controlling shareholders and listed companies. Further, pursuant to the requirements of the relevant laws of the People’s Republic of China, Xinan Fada who did not purchase the 50% Equity Interest under the transfer upon receipt of the notice regarding the transfer has been deemed to have agreed to the transfer. Therefore, CLFG and the Company have mutually agreed to postpone the time for fulfillment of the conditions precedent to the Agreement, and would procure Longxin Glass to convene a shareholders’ meeting and proceed with the change of share registration.

On 8 April 2009, the Company and CLFG agreed in writing to extend the long stop date for fulfillment of the remaining unfulfilled conditions precedent to the Agreement to on or before 30 September 2009 or other date as may be agreed in writing between the Company and CLFG. All other terms of the Agreement remain unchanged.

As at the date of this announcement, CLFG and Xinan Fada still failed to reach an agreement and Xinan Fada still disapproved the transfer of 50% Equity Interest at the shareholders’ meeting of Longxin Glass. As the Agreement has lapsed, the Board has decided not to proceed further with the Agreement and has required CLFG to repay the consideration of RMB35,000,000 (being the entire amount paid by the Company to CLFG which is the vendor under the Agreement) for the acquisition under the Agreement by 31 December 2009.

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

Luoyang, the PRC 30 December 2009

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

* For identification purposes only

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