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RoboSense Technology Co., Ltd Proxy Solicitation & Information Statement 2011

Jan 31, 2011

50628_rns_2011-01-31_ec5f254b-d976-48c0-a24d-24cdf896dfd6.pdf

Proxy Solicitation & Information Statement

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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.

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DISCLOSEABLE TRANSACTION DISPOSAL OF THE COMPANY’S LAND USE RIGHTS AND THE BUILDINGS AND ANCILLARY STRUCTURES

A letter from the Board is set out on pages 1 to 8 of this circular.

A notice of the extraordinary general meeting of the Company (the “ EGM ”) to be held at 9:00 a.m. on 21 March 2011 (Monday) 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.

1 February 2011

CONTENTS

Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Notice of First Extraordinary General Meeting 2011. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

— i —

DEFINITIONS

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

  • “Agreement”

  • an agreement dated 31 January 2011 entered into between the Company and Luoyang Land Centre, pursuant to which the Company has agreed to sell and Luoyang Land Centre has agreed to purchase the Land Use Rights and the Buildings and Ancillary Structures at a total consideration of RMB177,900,000 (equivalent to approximately HK$209,922,000)

  • “Board”

the board of Directors

  • “Buildings and Ancillary Structures”

  • all the buildings and ancillary structures erected on the Land

  • “Company”

  • Luoyang Glass Company Limited ( 洛陽玻璃股份有限公 司 ), 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(s)”

  • has the same meaning as ascribed to it under the Hong Kong Listing Rules

  • “Directors”

  • the directors of the Company, including the independent non-executive directors

  • “Disposal”

  • the disposal of the Land Use Rights and the Buildings and Ancillary Structures by the Company to Luoyang Land Centre pursuant to the Agreement

  • “EGM”

  • an extraordinary general meeting of the Company to be convened and held on 21 March 2011 (Monday) for the Shareholders to consider, and if thought fit, approve, among other things, the Disposal and the Agreement

  • “Group” the Company and its subsidiaries

  • “HK$”

  • Hong Kong dollars, the lawful currency of Hong Kong

— ii —

DEFINITIONS

“Hong Kong”

  • “Hong Kong Listing Rules”

“Independent Third Party(ies)”

“Land”

  • “Land Use Rights”

“Luoyang Land Centre”

“percentage ratios”

“PRC”

“Previous Agreement”

the Hong Kong Special Administrative Region of the PRC

the Rules Governing the Listing of Securities on the Stock Exchange

person(s) or company(ies) and their respective ultimate beneficial owner(s) which, to the best of the Directors’ knowledge, information and belief, having made all reasonable enquiries, are third parties independent of and not connected with the Company and its connected persons

a piece of land of the Company of approximately 176,273.1 sq. m. located at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang, Henan Province, the PRC ( 中國河南省洛 陽市西工區唐宮中路9號 )

the state-owned construction land use rights of the Land

Luoyang Land Reserves Coordination Centre* ( 洛陽市土 地儲備整理中心 ), a state-owned business unit ( 事業單 位 ) belonging to the government of Luoyang City and an Independent Third Party

has the same meaning as ascribed to it under the Hong Kong Listing Rules, as applicable to a transaction

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

the agreement dated 24 October 2008 entered into between the Company and Luoyang Land Centre, pursuant to which the Company has agreed to sell and Luoyang Land Centre has agreed to purchase (i) a piece of land of the Company of approximately 218,658.30 sq. m. and (ii) the buildings and ancillary structures erected thereon. The Previous Agreement was disclosed by the Company in its announcement and circular dated 24 October 2008 and 3 November 2008 respectively and was approved by the then Shareholders at the extraordinary general meeting of the Company held on 19 December 2008

— iii —

DEFINITIONS

“RMB” Renminbi, the lawful currency of the PRC “Shanghai Listing Rules” the Shanghai Stock Exchange Share Listing Rules “Shareholder(s)” the shareholder(s) of the Company “sq. m.” square metre “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent.

For the purpose of this circular, the exchange rate of RMB1.00 = HK$1.18.

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

— iv —

LETTER FROM THE BOARD

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Executive Directors:

Mr. Song Jianming (Chairman) Mr. Ni Zhisen Ms. Song Fei 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. Zhang Chengong

Mr. Guo Yimin

Independent non-executive Directors:

Mr. Zhang Zhanying

Mr. Guo Aimin

Mr. Huang Ping

Mr. Dong Jiachun

1 February 2011

To the Shareholders,

Dear Sir or Madam,

DISCLOSEABLE TRANSACTION DISPOSAL OF THE COMPANY’S LAND USE RIGHTS AND THE BUILDINGS AND ANCILLARY STRUCTURES

INTRODUCTION

References are made to the announcements of the Company dated 19 January 2011 and 31 January 2011.

— 1 —

LETTER FROM THE BOARD

On 31 January 2011, the Company and Luoyang Land Centre, an Independent Third Party, entered into the Agreement, pursuant to which the Company has agreed to sell and Luoyang Land Centre has agreed to purchase the Land Use Rights and the Buildings and Ancillary Structures at a total consideration of RMB177,900,000 (equivalent to approximately HK$209,922,000).

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

Set out below is a summary of the principal terms of the Agreement.

THE AGREEMENT

Date

31 January 2011

Parties

  • (1) the Company, as seller; and

  • (2) Luoyang Land Centre, as purchaser. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiry, Luoyang Land Centre and its ultimate beneficial owners are Independent Third Parties.

Details of the Disposal

The Company and Luoyang Land Centre entered into the Agreement on 31 January 2011, pursuant to which the Company has agreed to sell and Luoyang Land Centre has agreed to purchase the Land Use Rights and the Buildings and Ancillary Structures. Completion of the Agreement shall be conditional upon, among other things, obtaining the requisite approval from the Shareholders at the EGM.

Consideration

The total consideration for the Land Use Rights and the Buildings and Ancillary Structures is RMB177,900,000 (equivalent to approximately HK$209,922,000).

— 2 —

LETTER FROM THE BOARD

The consideration for the Disposal was determined by the Company and Luoyang Land Centre after arm’s length negotiation with reference to (i) the unaudited net book values of the Land Use Rights and the Buildings and Ancillary Structures as at 31 December 2010, (ii) the appraised value of the Land Use Rights as at 25 December 2010 and the appraised value of the Buildings and Ancillary Structures as at 31 December 2010, (iii) the prevailing market value of comparable assets in the market in the same area and (iv) the value of the Land and the Buildings and Ancillary Structures for future development and use. The appraised values of the Land Use Rights and the Buildings and Ancillary Structures are derived from the valuation reports issued by (i) Henan Jindi Appraisal and Consultation Company Limited ( 河南金地評估諮詢有限公司 ) and Luoyang Guodi Real Estates Appraisal Company Limited ( 洛陽國地不動產評估有限公司 ) as well as (ii) Henan APV China Appraisal Company Limited* ( 河南亞太聯華資產評估有限公司 ), all being independent professional property valuers in the PRC.

The total consideration for the Land Use Rights and the Buildings and Ancillary Structures represents a gain of approximately RMB61,534,321.97 or a premium of approximately 53% as compared to the sum of the unaudited net book values of the Land Use Rights and the Buildings and Ancillary Structures as at 31 December 2010. However, the total consideration for the Land Use Rights and the Buildings and Ancillary Structures is lower than their appraised values, mainly taking into account of the location of the Land situated at the core protection area for the cultural relics of the Luoyang City of the Sui and Tang Dynasties ( 洛陽市隋唐城遺址 ) and the limited development and use of the Land, resulting in the lesser value for future commercial development.

In view of the foregoing and the substantial gain to be recorded by the Company upon completion of the Disposal, the Directors (including the independent non-executive Directors) consider that the total consideration for the Land Use Rights and the Buildings and Ancillary Structures is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Assuming the Agreement is approved by the Shareholders at the EGM, the total consideration of RMB177,900,000 for the Land Use Rights and the Buildings and Ancillary Structures will be paid by Luoyang Land Centre in cash in the following manner:

  • (i) the first payment of not less than RMB110,000,000 will be paid before 21 March 2011 or on the date of approval of the Agreement by the Shareholders, whichever is later (the “ First Payment ”);

  • (ii) the second payment of not less than RMB20,000,000 will be paid before 31 December 2011; and

  • (iii) the balance of the consideration of RMB47,900,000 will be paid before 31 December 2012.

— 3 —

LETTER FROM THE BOARD

Delivery of the Land Use Rights and the Buildings and Ancillary Structures

The Company shall deliver all the original certificates of rights in respect of the Land and the Buildings and Ancillary Structures (i.e. Certificate(s) for the Use of State-owned Land and Property Ownership Certificate(s)) to Luoyang Land Centre after the First Payment.

Prior to 21 March 2011 or on the date of approval of the Agreement by the Shareholders (if obtained), whichever is later, the Company shall deliver the Land and the Buildings and Ancillary Structures to Luoyang Land Centre. It is agreed that the Company and Luoyang Land Centre shall cooperate in handling the relevant registration procedures in connection with the transfer or cancellation of the legal rights relating to the Land and the Buildings and Ancillary Structures whilst completion of such registration procedures shall deem the delivery of the Land and the Buildings and Ancillary Structures be completed. Thereafter, all the rights attaching to the Land and the Buildings and Ancillary Structures shall belong to Luoyang Land Centre.

INFORMATION OF THE LAND USE RIGHTS AND THE BUILDINGS AND ANCILLARY STRUCTURES

The Land Use Rights relate to the Land of the Company of approximately 176,273.1 sq. m. located at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang, Henan Province, the PRC ( 中國河南省洛陽市 西工區唐宮中路9號 ).

The Buildings and Ancillary Structures are all the buildings and ancillary structures erected on the Land and are retained by the Company for workshop and storage uses. As the Buildings and Ancillary Structures are of a supporting nature and the related production lines had not been in use by the Company, they are not directly attributable to the revenue and profit of the Group. Accordingly, the Land Use Rights and the Buildings and Ancillary Structures have not generated any revenue and profit for the Company for the two financial years ended 31 December 2009 and 31 December 2010.

— 4 —

LETTER FROM THE BOARD

The table below summarizes the financial information of the Land Use Rights and the Buildings and Ancillary Structures under the Generally Accepted Accounting Standard of the PRC:

Buildings and
Land Use Rights Ancillary Structures Total
Audited net book value RMB26,432,875.17 RMB94,797,075.47 RMB121,229,950.64
for the financial year ended
31 December 2009
Unaudited net book value RMB25,662,985.65 RMB90,702,692.38 RMB116,365,678.03
for the financial year ended
31 December 2010
Appraised value RMB111,933,400 RMB94,399,270 RMB206,332,670
as at 25 December 2010 as at 31 December 2010

REASONS FOR THE DISPOSAL

The Land and the Buildings and Ancillary Structures are located inside the relics of the Luoyang City of the Sui and Tang Dynasties ( 洛陽市隋唐城遺址 ). Pursuant to the requirements under the Protection of the Relics of the Luoyang City of the Sui and Tang Dynasties Ordinance ( 洛陽市隋唐城遺址保護 條例 ) and the Previous Agreement, the Company has sold to Luoyang Land Centre (i) a piece of land of the Company of approximately 218,658.30 sq. m. located at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang, Henan Province, the PRC ( 中國河南省洛陽市西工區唐宮中路9號 ) and (ii) the buildings and ancillary structures erected thereon.

As requested by the government of Luoyang City for the purposes of planning and development, Luoyang Land Centre entered into the Agreement with the Company for acquisition of the Buildings and Ancillary Structures and the Land, being the remaining portion of the land of the Company located at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang, Henan Province, the PRC ( 中國河南省 洛陽市西工區唐宮中路9號 ) which have been acquired by Luoyang Land Centre under the Previous Agreement.

Upon completion of the Disposal, the Company is expected to realize a substantial gain of approximately RMB61,534,321.97, which is the difference between the total consideration for the Land Use Rights and the Buildings and Ancillary Structures and the sum of the unaudited net book values of the Land Use Rights and the Buildings and Ancillary Structures as at 31 December 2010. The sales proceeds of the Disposal will be used to accustom to the demand for the future development of the Company.

— 5 —

LETTER FROM THE BOARD

In view of the above, the Directors consider that the Disposal, on one hand, will help to protect the historical and cultural heritage, while on the other hand, will bring additional income to the Company which will in turn improve the financial position, profitability and liquidity of the Company thereby procuring future business development of the Company.

The terms of the Agreement were determined after arm’s length negotiation between the Company and Luoyang Land Centre. The Directors (including the independent non-executive Directors) consider that the Disposal and the terms of the Agreement are in the ordinary course of business and on normal commercial terms, and are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

INFORMATION OF THE COMPANY AND LUOYANG LAND CENTRE

The Company is the place of origin for one of three great float glass production methods - “Luoyang Float Glass”. It is one of the largest manufacturers and distributors of float glass in glass industry in the PRC. The Company is principally engaged in the production and sale of float flat glass and reprocessed automobile glass. Luoyang Land Centre is a state-owned business unit ( 事業單位 ) belonging to the government of Luoyang City and is principally engaged in city construction by using land development fund, protection of the safety and added-value of the state-owned land assets, early stage basic development of city construction land, development of the land reserve, development, coordination and recultivation of supplementary cultivated land. To the best of the Directors’ knowledge, information and belief and having made all reasonable enquiry, Luoyang Land Centre and its ultimate beneficial owners are Independent Third Parties.

HONG KONG LISTING RULES AND SHANGHAI LISTING RULES IMPLICATIONS

As the applicable percentage ratios in respect of the Agreement are more than 5% but less than 25%, the Disposal constitutes a discloseable transaction of the Company under the Hong Kong Listing Rules. Accordingly, the Disposal and the Agreement are subject to the reporting and announcement requirements only but exempt from the shareholders’ approval requirement under Chapter 14 of the Hong Kong Listing Rules.

However, according to the Shanghai Listing Rules, the Company is required to seek the Shareholders’ approval for the Disposal and the Agreement at the EGM.

— 6 —

LETTER FROM THE BOARD

EGM

The EGM will be held at 9:00 a.m. on 21 March 2011, Monday, at the conference room of the Company on 1st Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC, for the Shareholders to consider and, if thought fit, approve, among other things, the ordinary resolutions in respect of the Disposal and the Agreement. At the EGM, votes will be taken by poll.

The notice of the EGM is set out on pages 9 to 11 of this circular.

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 28 February 2011, 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.

RECOMMENDATIONS

The Board considers that the Disposal and the terms of the Agreement are in the ordinary course of business and on normal commercial terms, and are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the ordinary resolutions to be proposed at the EGM for approving the Disposal and the Agreement.

— 7 —

LETTER FROM THE BOARD

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Hong Kong Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein misleading.

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

Luoyang, the PRC

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

— 8 —

NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING 2011

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NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING 2011

NOTICE IS HEREBY given that the First Extraordinary General Meeting 2011 (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 21 March 2011 (Monday) 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 1 February 2011.

  1. To approve and confirm the 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 FIRST EXTRAORDINARY GENERAL MEETING 2011

  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 Agreement and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the 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 1 February 2011

As at the date of this notice, the Board comprises four executive Directors: Mr. Song Jianming, Mr. Ni Zhisen, Ms. Song Fei and Mr. Cheng Zonghui; three non-executive Directors: Mr. Zhao Yuanxiang, Mr. Zhang Chengong and Mr. Guo Yimin; 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 18 February 2011, 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 28 February 2011 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 28 February 2011.

  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 18 February 2011, are entitled to attend and vote at the EGM. The register of members of the Company’s H shares will be closed from 19 February 2011 to 20 March 2011 (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 of the Company 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 18 February 2011.

— 10 —

NOTICE OF FIRST EXTRAORDINARY GENERAL MEETING 2011

  1. 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.

  2. 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 holding of the EGM or any adjournment thereof.

  3. 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 28 February 2011 personally or by mail or fax.

  4. 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.

  5. The EGM is expected to last for not more than one day. Shareholders and proxies attending the EGM should be responsible for their own traveling and accommodation expenses.

  6. 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 —