RoboSense Technology Co., Ltd — Proxy Solicitation & Information Statement 2010

Oct 14, 2010

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Luoyang Glass Company Limited (the “Company”) , you should at once hand this circular with the accompanying form of proxy to the purchaser or transferee or to the bank, licensed securities dealer, registered institution in securities or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

==> picture [335 x 135] intentionally omitted <==

CONNECTED TRANSACTION LOAN ASSIGNMENT AGREEMENT

A notice of the extraordinary general meeting of the Company (the “ EGM ”) to be held at 9:00 a.m. on 30 November 2010 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 ”) is set out on pages 9 to 11 of this circular.

A form of proxy for use at the EGM is enclosed. Whether or not you intend to attend the EGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, at Rooms 1901-5, Hopewell Centre, 183 Queen’s Road East, Hong Kong, or to the Company’s registered address at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC as soon as possible and in any event not less than 24 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

14 October 2010

CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Notice of Third Extraordinary General Meeting 2010. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9

— i —

DEFINITIONS

In this circular, the following expressions shall have the following meanings unless the context requires otherwise:

“associate” has the same meaning as ascribed to it under the Listing Rules “Board” the board of Directors of the Company “CLFG” 中國洛陽浮法玻璃集團有限責任公司 (China Luoyang Float Glass (Group) Company Limited), a company incorporated in the PRC with limited liability and the controlling shareholder of the Company holding 31.80% equity interest in the Company “Company” 洛陽玻璃股份有限公司 (Luoyang Glass Company Limited), a joint stock limited company incorporated in the PRC with limited liability, the H Shares and A Shares of which are listed on the main board of the Stock Exchange (stock code: 1108) and the Shanghai Stock Exchange respectively “connected person” has the same meaning as ascribed to it under the Listing Rules “Directors” the directors of the Company, including the independent nonexecutive directors “EGM” the third extraordinary general meeting 2010 of the Company to be convened and held at 9:00 a.m. on 30 November 2010 for the Independent Shareholders to consider and, if thought fit, approve the Loan Assignment Agreement “Guangzhou International” 廣州國際信託投資公司 (Guangzhou International Trust and Investment Corporation*), a company incorporated in the PRC “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Shareholders” Shareholders other than CLFG and its associates “Latest Practicable Date” 11 October 2010, being the latest practicable date prior to the printing of this circular for ascertaining certain information containing herein “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange

— ii —

DEFINITIONS

“Loan”	a loan in the total principal amount of RMB145,657,113.55 owed to
	the Company by Guangzhou International and all the rights attached
	to such loan
“Loan Assignment Agreement”	a loan assignment agreement dated 29 September 2010 entered into
	between the Company and CLFG in respect of the assignment of the
	Company’s rights and obligations in connection with the Loan to
	CLFG
“percentage ratios”	has the same meaning as ascribed it under the Listing Rules
“PRC”	The People’s Republic of China which, for the purpose of this
	circular, excludes Hong Kong, the Macau Special Administrative
	Region of the PRC and Taiwan
“RMB”	Renminbi, the lawful currency of the PRC
“Shareholder(s)”	the holders of H shares and A shares in the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“%”	per cent.

For the purpose of this circular, the exchange rate of RMB1.00 = HK$1.15.

• Denotes English translation of the name of a Chinese company or entity and is provided for identification purposes only.

— iii —

LETTER FROM THE BOARD

==> picture [335 x 135] intentionally omitted <==

Executive Directors:

Mr. Song Jianming (Chairman) Ms. Song Fei Mr. Ni Zhisen Mr. Cheng Zonghui

Registered office:

No. 9 Tang Gong Zhong Lu Xigong District Luoyang Municipal Henan Province The PRC

Non-executive Directors:

Mr. Zhao Yuanxiang Mr. Guo Yimin Mr. Zhang Chengong

Independent non-executive Directors:

Mr. Zhang Zhanying Mr. Guo Aimin Mr. Huang Ping Mr. Dong Jiachun

14 October 2010

To the Shareholders,

Dear Sir or Madam,

CONNECTED TRANSACTION LOAN ASSIGNMENT AGREEMENT

INTRODUCTION

Reference is made to the announcement of the Company dated 29 September 2010.

With a view to improving the quality of the Company’s assets and reducing the loss from bad debt, on 29 September 2010, the Company and CLFG entered into the Loan Assignment Agreement, pursuant to which the Company assigned to CLFG its rights and obligations in respect of the Loan owed by Guangzhou International at a consideration of RMB35,000,000 (equivalent to approximately HK$40,250,000).

— 1 —

LETTER FROM THE BOARD

The purpose of this circular is to provide you with further details of the Loan Assignment Agreement and a notice of the EGM at which ordinary resolutions will be proposed to approve, among other things, the Loan Assignment Agreement.

Set out below is a summary of the principal terms of the Loan Assignment Agreement:-

LOAN ASSIGNMENT AGREEMENT

Date:

29 September 2010

Parties:

• (a) the Company as the assignor; and

• (b) CLFG as the assignee

Details of the transaction:

Pursuant to the Loan Assignment Agreement, the Company agreed to assign and CLFG agreed to assume the rights and obligations in respect of the Loan owed by Guangzhou International at a consideration of RMB35,000,000 (equivalent to approximately HK$40,250,000).

Consideration:

The consideration of the Loan Assignment Agreement was RMB35,000,000 (equivalent to approximately HK$40,250,000), which shall be settled by CLFG in cash. The consideration was determined by the Company and CLFG after arm’s length negotiations with reference to the net book value of the Loan as at 31 December 2009.

According to the audited account of the Company prepared by PKF Certified Public Accountants, as at 31 December 2009, provision of bad debt in the sum of RMB110,657,113.55 has been made to the Loan with principal amount of RMB145,657,113.55. As such, the net book value of the Loan amounted to RMB35,000,000 as at 31 December 2009. The status and amount of the Loan have been disclosed in the Company’s annual reports.

— 2 —

LETTER FROM THE BOARD

Payment term:

CLFG shall settle the consideration of RMB35,000,000 in full within 5 business days upon the Loan Assignment Agreement taking effect and the Company sending to Guangzhou International a written notice in respect of the assignment of the Loan to CLFG (the “ Written Notice ”).

Condition precedent:

The Loan Assignment Agreement shall take effect upon obtaining the approvals from the Board, the board of directors of CLFG and the Independent Shareholders.

Completion of the assignment:

The Company shall be responsible for sending to Guangzhou International the Written Notice within 3 business days upon the Loan Assignment Agreement taking effect, and the date of sending the Written Notice shall be the completion date of the assignment.

Upon completion, CLFG shall become the creditor of the Loan and shall be entitled to exercise all the rights and obligations in respect of the Loan. CLFG shall undertake the responsibilities, risks and losses in the process of recovering the Loan.

Special terms:

1. The Company has informed CLFG and CLFG has acknowledged the history of providing the Loan, and the current status and recoverability of the Loan. CLFG has agreed to undertake the risks in relation to the Loan.

2. CLFG can further assign the Loan to any third parties and the Company shall not be getting involved in any disputes in relation to such further assignment.

3. CLFG agreed that if the debt recovered from Guangzhou International or the amount received from further assignment of the Loan to third parties exceeds RMB35,000,000, the Company shall be entitled to all the excess amount after deducting all necessary and reasonable expenses (including but not limited to legal fees, litigation costs and travelling expenses).

— 3 —

LETTER FROM THE BOARD

REASONS FOR THE TRANSACTION

The Company deposited a total amount of RMB155,657,113.55 in Guangzhou International in March 1996, with deposit period of 21 months and annual interest rate of 10.98%. Upon expiry of the deposit period, Guangzhou International has only returned RMB10,000,000 to the Company. The outstanding principal amount of RMB145,657,113.55 and its interest have not been repaid.

In 1999, the General Office of the State Council of the PRC transmitted the “Notice on Scheme in respect of Reorganizing Trust and Investment Corporation by the People’s Bank of China《中國人民銀行整頓信託投 資公司方案的通知》”, requiring the majority of 239 trust and investment corporations in the PRC to conduct reorganization by way of debt restructuring or merger and consolidation. Guangzhou International was listed in the first batch. The Supreme People’s Court of the PRC has explicitly proclaimed to suspend acceptance and execution of lawsuits against trust and investment corporations which have closed business for reorganization including Guangzhou International. In May 2003, under the circumstances that the Loan owed by Guangzhou International to the Company could not be settled by way of lawsuit, after negotiation, the Company entered into the “Confirmation of Setting Up Trust” and the conditional “Debt Reorganization Trust Contract” with Guangzhou International, agreeing to participate in the debt and trust reorganization scheme. However, as approvals from all creditors of Guangzhou International have not been obtained, the said “Debt Reorganization Trust Contract” has not taken effect.

During the subsequent negotiations between the Company and Guangzhou International, Guangzhou International has proposed schemes to repay the debt by part of its assets and by discounting the debt. However, the schemes have not been implemented eventually. In December 2009, when Guangzhou International was entrusted to be managed by Guangzhou Yue Xiu Group Company Limited, Guangzhou International resumed the reorganization according to the arrangement of Guangzhou Municipal People’s Government of the PRC and the guidance of China Banking Regulatory Commission, and Guangzhou International will not be able to repay external debt in short period.

Considering that it will take some time to collect the Loan and certain difficulties will exist, in order to lower asset losses of the Company and improve the quality of the Company’s assets, the Company proposes to assign the Loan to CLFG.

Since the difference between the consideration of the Loan Assignment Agreement of RMB35,000,000 and the net book value of the Loan of RMB35,000,000 as at 31 December 2009 is zero, the Company does not expect to realize any gain or loss from the present assignment. The Directors intend to apply the proceeds from the assignment as general working capital of the Company.

— 4 —

LETTER FROM THE BOARD

The Loan has existed for several years during which the Company has tried to claim it back from Guangzhou International through many approaches. However, as several schemes negotiated could not be implemented and the debt and trust reorganization scheme was unable to launch for a long time, additionally, liquidation has had no progress, time for collection of the Loan is not clear. Even if the Company sues and wins the lawsuit against Guangzhou International, the Company will still face the problem that verdict cannot be enforced. Therefore, the Company proposes to assign the Loan to CLFG. Through assignment of the Loan, the Company will obtain general working capital at early time which is beneficial for the production and operation of the Company. In addition, the present Loan assignment will reduce unhealthy assets of the Company (other noncurrent assets) which will lead to a more healthy financial position of the Company. CLFG also agreed that if the debt recovered from Guangzhou International or the amount received from assignment of the Loan to third parties exceeds RMB35,000,000, the Company shall be entitled to all the excess amount after deducting all necessary and reasonable expenses. Such arrangement ensures that should the Loan be collected, the Company would be entitled to certain compensation which would minimize debt losses of the Company.

In light of the above, the Directors (including the independent non-executive Directors) are of the view that the Loan Assignment Agreement has been entered into on normal commercial terms and in the ordinary and usual course of business of the Company, the terms and consideration of the Loan Assignment Agreement are fair and reasonable and in the interests of the Shareholders and the Company as a whole.

OPINIONS FROM INDEPENDENT NON-EXECUTIVE DIRECTORS

The independent non-executive Directors are of the view that:

1. Given the current situation of Guangzhou International, it has no ability to repay the Loan owed to the Company. Even if the Company sues and wins the lawsuit against Guangzhou International, the Company will still face the problem that verdict cannot be enforced. Under such circumstances, the Company assigns the whole Loan which will improve the financial position of the Company and reduce its bad debt expenses, and is in the interests of the Company and the Shareholders as a whole, especially medium and small investors. CLFG also agreed that if the debt recovered from Guangzhou International or the amount received from assignment of the Loan to third parties exceeds RMB35,000,000, the Company shall be entitled to all the excess amount after deducting all necessary and reasonable expenses. Such arrangement ensures that should the Loan be collected, the Company would be entitled to certain compensation which would minimize debt losses of the Company. Therefore, the independent non-executive Directors are of the opinion that the Loan assignment is necessary and reasonable.

— 5 —

LETTER FROM THE BOARD

1. The consideration of the Loan assignment was determined based on the net book value of the Loan. The accounting policy of the Company pursuant to which provision of bad debt was made is in compliance with new Accounting Standards for Business Enterprises of the PRC. The net book value of the Loan was audited by qualified accountants. Therefore, the consideration of the Loan assignment is fair and reasonable.

2. When the present Loan assignment was considered at the Board meeting, connected Directors have abstained from voting. The voting procedure is in compliance with the relevant laws and regulations under the Company Law and Securities Law of the PRC, the Shanghai Stock Exchange Share Listing Rules and the Articles of Association of the Company. The present transaction is conducted on an open, fair and reasonable basis and is in the interests of the Company and the Shareholders as a whole without jeopardizing the interests of the non-connected Shareholders.

INFORMATION ON THE COMPANY AND CLFG

The Company is principally engaged in the production and sale of float sheet glass and reprocessed automobile glass.

CLFG, the controlling shareholder of the Company, is principally engaged in the production and processing of glass, and the related coal, coking and international investment, and engineering technology services. As at the Latest Practicable Date, CLFG holds 159,018,242 Shares or 31.80% equity interest in the Company and as such, is a connected person of the Company.

LISTING RULES IMPLICATION AND IMPLICATION OF THE SHANGHAI STOCk EXCHANGE SHARE LISTING RULES

As mentioned above, CLFG is a connected person of the Company, and therefore the transaction contemplated under the Loan Assignment Agreement constitutes a connected transaction of the Company. Since the applicable percentage ratios for the Loan Assignment Agreement are less than 5%, the Loan Assignment Agreement is only subject to the reporting and announcement requirements and is exempt from the independent shareholders’ approval requirements according to Chapter 14A of the Listing Rules.

However, according to the Shanghai Stock Exchange Share Listing Rules, the Company is required to seek Independent Shareholders’ approval for the Loan Assignment Agreement at the EGM.

Mr. Zhao Yuanxiang, Mr. Guo Yimin and Mr. Zhang Chengong, the non-executive Directors of the Company, have abstained from voting to approve the Loan Assignment Agreement in the Board meeting due to the fact that they were nominated by CLFG and are regarded not independent to make any recommendation to the Board.

— 6 —

LETTER FROM THE BOARD

EGM

The EGM will be held at 9:00 a.m. on 30 November 2010 at the conference room of the Company on 1st Floor, No.9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC. The notice of the EGM is set out on pages 9 to 11 to this circular. The purpose of the EGM is for the Independent Shareholders to consider and, if thought fit, approve ordinary resolutions in respect of, among other things, the Loan Assignment Agreement. At the EGM, voting of the Independent Shareholders will be conducted by way of poll.

A proxy form for use at the EGM is also enclosed. Whether or not you intend to attend the EGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, at Rooms 1901-5, Hopewell Centre, 183 Queen’s Road East, Hong Kong, or to the Company’s registered address at No.9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC as soon as possible and in any event not less than 24 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjourned meetings should you so wish.

Shareholders or their proxies who intend to attend the EGM should complete and return the signed reply slip for attendance to the Company at No.9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC, on or before 9 November 2010, in person, by post, by teletex or by fax. The facsimile number is 86-379-63251984 and the postal code is 471009. Please use the enclosed reply slip or its copy for the purpose of confirmation.

An announcement will be made by the Company following conclusion of the EGM to inform Shareholders of the results of the EGM.

— 7 —

LETTER FROM THE BOARD

RECOMMENDATION

The Board considered that the entering into of the Loan Assignment Agreement is fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Independent Shareholders to vote in favour of the resolutions with respect of the Loan Assignment Agreement to be proposed at the EGM.

By order of the Board of LUOYANG GLASS COMPANY LIMITED Song Jianming

Chairman

Luoyang, the PRC

— 8 —

NOTICE OF THIRD EXTRAORDINARY GENERAL MEETING 2010

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, 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 notice.

==> picture [335 x 135] intentionally omitted <==

Notice of Third Extraordinary General Meeting 2010

NOTICE IS HEREBY given that the Third Extraordinary General Meeting 2010 (the “ EGM ”) of Luoyang Glass Company Limited (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 30 November 2010 for the purpose of considering and, if thought fit, passing the following ordinary resolutions:

Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 14 October 2010 (the “ Circular ”).

1. To approve and confirm the Loan Assignment Agreement (a copy of which has been produced to the EGM marked “1” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, the transaction contemplated thereunder and the implementation thereof; and

— 9 —

NOTICE OF THIRD EXTRAORDINARY GENERAL MEETING 2010

1. To approve, confirm and ratify any one of the Directors for and on behalf of the Company, among other matters, to sign, execute, perfect, deliver or to authorise signing, executing, perfecting and delivering all such documents and deeds, to do or authorise doing all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the Loan Assignment Agreement and to waive compliance from or make and agree such variations of a nonmaterial nature to any of the terms of the Loan Assignment Agreement they may in their discretion consider to be desirable and in the interests of the Company, and all the Directors’ acts as aforesaid.

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

Luoyang, the PRC 14 October 2010

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

Notes:

1. Holders of the Company’s A Shares who registered in the China Securities Depository and Clearing Corporation Limited, Shanghai Branch, and whose names appear on the register of members maintained by China Securities Depository and Clearing Corporation Limited, Shanghai Branch at the close of trading at 3:00 p.m. on 29 October 2010, 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. to 12:00 noon and 2:00 p.m. to 5:30 p.m. on 9 November 2010 at the Secretarial Office of the Board, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC for registration in relation to attending the EGM; overseas shareholders may fax the copy of the same to the registered address of the Company on or before 9 November 2010.

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 29 October 2010, are entitled to attend and vote at the EGM. The register of members of the Company’s H Shares will be closed from 30 October 2010 to 29 November 2010 (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. Holders of H Shares who wish to attend the EGM must lodge all share transfer forms accompanied by the relevant H share certificates with the registrar of the Company’s H shares, namely Hong Kong Registrars Limited, at Rooms 1901-5, Hopewell Centre, 183 Queen’s Road East, Hong Kong by 4:00 p.m. on 29 October 2010.

3. Any shareholder entitled to attend and vote at the EGM may appoint a proxy or proxies (who need not be a shareholder of the Company) to attend and vote at the EGM on his/her behalf. A proxy of a shareholder who has appointed more than one proxy may only vote on a poll. A proxy needs not be a shareholder.

— 10 —

NOTICE OF THIRD EXTRAORDINARY GENERAL MEETING 2010

1. The principal may appoint a proxy in written form (i.e. through the enclosed proxy form). The proxy form shall be signed by the principal or his attorney as authorised. In case that the proxy form is signed by the attorney of the principal, the power of attorney or other authorisation documents must be notarially certified. To be valid, the proxy form, together with a notarially certified copy of the power of attorney or other authorisation documents must be lodged at the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, at Rooms 1901-5, Hopewell Centre, 183 Queen’s Road East, Hong Kong or to the Company’s registered address at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof.

2. Shareholders who intend to attend the EGM in person or by proxy should complete and return the signed reply slip for attending the meeting to the registered address of the Company on or before 9 November 2010 personally or by mail or fax.

3. Shareholders or their proxies shall produce their proofs of identity when attending the EGM. A proxy who is appointed to attend the EGM shall produce the proxy form at the same time.

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

5. The Company’s registered address is as follows:

No. 9 Tang Gong Zhong Lu, Xigong District Luoyang Municipal, Henan Province The People’s Republic of China Postal Code: 471009 Tel: 86-379-6390 8588 Fax: 86-379-6325 1984

1. Completion and return of the proxy form will not preclude shareholders of the Company from subsequently attending and voting in person at the EGM or any adjourned meetings should you so wish.

— 11 —