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RoboSense Technology Co., Ltd Proxy Solicitation & Information Statement 2006

Dec 29, 2006

50628_rns_2006-12-29_067c4681-ebf3-4998-b3e8-cb00b6c6a6e6.pdf

Proxy Solicitation & Information Statement

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

(Stock Code: 1108)

NOTICE OF EXTRAORDINARY GENERAL MEETING

Since Luoyang Glass Company Limited (the “ Company ”) completed the share segregation reform and reduced its registered capital as a result of the arbitration proceedings brought by the Company against its controlling shareholder, China Luoyang Float Glass (Group) Company Limited (“ CLFG ”) and the associated companies of CLFG, the shareholding structure and registered capital of the Company were changed and certain articles of the articles of association (the “ Articles of Association ”) of the Company have to be amended.

For details of the said share segregation reform, please refer to the announcements of the Company dated 27 March 2006, 29 March 2006, 6 April 2006, 19 April 2006, 24 April 2006, 26 May 2006 and 2 June 2006. For details of the said arbitration proceedings, please refer to the announcements of the Company dated 3 November 2006, 8 November 2006, 20 November 2006 and 6 December 2006.

NOTICE IS HEREBY given that an extraordinary general meeting (“ EGM ”) of the Company will be held at the conference room of the Company on 1st Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the People’s Republic of China (the “ PRC ”) at 9:00 a.m. on 13 February 2007 for the purpose of considering and passing the special resolutions as listed below:

  1. Subject to all the necessary approvals and/or consents from the relevant PRC authorities and bodies being obtained and/or the procedures as required under the laws and regulations of the PRC being completed,

    • (a) to consider and approve the following amendments to the articles of the Articles of Association of the Company:

      • (i) to add the following paragraph in Article 19 as the 2nd paragraph after the 1st paragraph of Article 19:

“The Company’s shareholding structure has been changed upon completion of its share segregation reform and reduction of its registered capital. The total number of issued ordinary shares of the Company is 500,018,242 shares. 179,018,242 restricted circulating shares of the Company are held by the promoters, representing approximately 35.80% of the Company’s total issued ordinary shares.”

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(ii) to amend Article 20 to read as follows:

“Upon the change of shareholding structure of the Company, the total number of issued ordinary shares of the Company is 500,018,242 shares, of which 179,018,242 restricted circulating shares are held by the promoters, representing approximately 35.80% of the Company’s total issued ordinary shares; 250,000,000 issued ordinary shares are overseas listed foreign shares, representing approximately 50% of the Company’s total issued ordinary shares; and 71,000,000 shares are domestic listed domestic shares, representing approximately 14.20% of the Company’s total issued ordinary shares.

The Company’s shareholding structure comprises 500,018,242 ordinary shares, including 179,018,242 restricting circulating shares held by the promoters, 250,000,000 shares held by the shareholders of overseas listed foreign shares and 71,000,000 shares held by the shareholders of domestic listed domestic shares. If not more than 600,021,890 domestic shares and/or overseas listed foreign shares are to be issued according to Article 128(1) of the Articles of Association of the Company, then not more than 300,021,890 domestic shares will be issued to domestic investors and not more than 300,000,000 overseas listed foreign shares will be issued to the shareholders of overseas listed foreign shares.”

  • (iii) to amend Article 23 to read as follows:

“The Company’s registered capital is RMB500,018,242.”

(b) to authorise the board of directors (the “ Board ”) of the Company to do all such further acts and things and take all steps which in the Board’s opinion may be necessary, desirable and expedient to give effect to such amendments, including but not limited to application for approval of, registration of or filing the amended Articles of Association of the Company to the relevant governmental authorities of the PRC and Hong Kong and making further amendments as governmental authorities of the PRC may require.

By order of the Board Cao Mingchun Secretary to the Board

Luoyang, the PRC 28 December 2006

As at the date of this announcement, the Board comprises six executive Directors: Mr. Liu Baoying, Mr. Zhu Leibo, Mr. Zhang Shaojie, Mr. Zhu Liuxin, Mr. Jiang Hong and Mr. Ding Jianluo, and four independent non-executive Directors: Mr. Zhang Zhanying, Mr. Guo Aimin, Mr. Xi Shengyang and Mr. Dong Chao.

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Notes:

  1. Holders of the Company’s A shares who have registered in the Shanghai Branch of China Securities Registration and Clearing Corporation Limited, and whose names appear on the register of members maintained by Shanghai Central Securities Registration and Clearing Company at the close of trading at 3:00 p.m. on 12 January 2007, are entitled to attend the EGM by presenting their identity cards, share account cards as well as power of attorney and identity cards of proxy(ies) (if applicable) during 8:00 a.m. - 12:00 noon and 2:00 p.m. - 5:30 p.m. on or before 24 January 2007 at the Secretarial Office of the Board of Directors, No. 9, Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC for registration in relation to attending the EGM; overseas shareholders of A Shares may fax the copy of the same to the registered address of the Company on or before 24 January 2007.

  2. Holders of the Company’s H shares, whose names appear on the register of members maintained by Hong Kong Registrars Limited at the close of trading at 4:00 p.m. on 12 January 2007, are entitled to attend and vote at the EGM. The Register of Members of the Company’s H shares will be closed from 15 January 2007 to 13 February 2007 (both days inclusive), during which period no transfer of H shares will be effected in order to determine the list of holders of H shares eligible to attend the EGM. All share transfer forms accompanied by the relevant H share certificates must be lodged with the registrar of the Company’s H shares, namely Hong Kong Registrars Limited at Hopewell Centre, 183 Queen’s Road East, Hong Kong by 4:00 p.m. on 12 January 2007.

  3. Any shareholders entitled to attend and vote at the EGM may appoint a proxy or proxies (whom need not be a shareholder of the Company) to attend and vote at the EGM. For corporate shareholders, their legal representatives or persons authorized by their board of directors or other decision-making bodies may attend and vote at the EGM on their behalf.

  4. For shareholders who appoint more than one proxy, the voting right shall only be exercised when a poll is taken.

  5. The instrument appointing a proxy must be in writing under the hand of the shareholder or his/her attorney duly authorized in writing. For a corporate shareholder, the proxy must be affixed with the common seal or signed by its legal representative or attorney duly authorized in writing. Such attorney in writing shall state number of shares held by the appointer. If the form of proxy is signed by the attorney on behalf of the shareholder, the power of attorney or other authority must be notarially certified. To be valid, the form of proxy, together with a notarially certified copy of the power of attorney or other authorization documents must be delivered to the registered address of the Company not less than 24 hours before the time appointed for the holding of the EGM.

  6. Proxies of holders of A shares and H shares are entitled to attend the EGM by presenting the share account cards of the principals, proxy forms (if applicable) and their identity cards.

  7. Shareholders and proxies attending the EGM shall vote for or against on every resolution proposed at the EGM. Any abstemious votes and abstention from voting will not be considered as valid votes when a poll is taken.

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  1. The EGM is expected to last for half day. Shareholders and proxies attending the EGM should be responsible for their own traveling and accommodation expenses.

The Company’s registered address is as follows:

Secretarial office of the Board of Directors

Luoyang Glass Company Limited

No. 9, Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, The People’s Republic of China Tel: 86-379-63908588 or 86-379-63908856 Fax: 86-379-63251984 Postal Code: 471009

Please also refer to the published version of this announcement in The Standard / Sing Tao Daily.

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