RoboSense Technology Co., Ltd - Proxy Solicitation & Information Statement 2012

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 or 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(s) or the transferee(s), or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser(s) or the transferee(s).

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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(1) PROPOSED CESSATION OF APPOINTMENT OF INTERNATIONAL AUDITOR; (2)PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION; AND (3) DISCLOSEABLE AND CONNECTED TRANSACTION

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders of Luoyang Glass Company Limited in respect of the discloseable and connected transaction

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A letter from the Board is set out on pages 1 to 14 of this circular.

A letter from the Independent Board Committee is set out on page 15 of this circular.

A letter from Goldin Financial Limited, the Independent Financial Adviser, containing its recommendations to the Independent Board Committee and Independent Shareholders is set out on pages 16 to 21 of this circular.

A notice of the first extraordinary general meeting 2012 of the Company (the “ EGM ”) to be held at 9.00 a.m. on 1 November 2012 (Thursday) 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 22 to 24 of this circular.

A form of proxy for use at the EGM is enclosed. Whether or not you are able 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 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.

12 September 2012

TABLE OF CONTENTS

	Page
Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Independent Board Committee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15
Letter from Goldin Financial . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
Notice of the First Extraordinary General Meeting 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	22
Appendix — General Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	25

— i —

DEFINITIONS

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

“Articles of Association” the articles of association of the Company, as amended from time to time
“associate(s)” shall have the same meaning as ascribed to it under the Listing Rules “Board” the board of Directors
“Business Day(s)” a day on which licensed banks in the PRC are generally open for general banking business
“CLFG” China Luoyang Float Glass (Group) Company Limited* (中國洛陽浮法玻璃集團有限責任公司), a company incorporated in the PRC with limited liability and the controlling shareholder of the Company holding 31.80% equity interest in the Company
“CNBMG” China National Building Material Group Corporation, a wholly stateowned enterprise incorporated in the PRC and the ultimate controlling shareholder of the Company
“CNBMG International” China National Building Material International Engineering Group Company Limited* (中國建材國際工程集團有限公司), a company incorporated in the PRC within limited liability and an indirectly nonwholly subsidiary of CNBMG, the ultimate controlling shareholder of the Company
“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 Listing Rules

“Directors” the directors of the Company, including the independent non-executive directors

— ii —

DEFINITIONS

“EGM” the first extraordinary general meeting 2012 of the Company to be convened on 1 November 2012 (Thursday) for the purposes of considering and approving, among other things, the Proposed Cessation of Appointment, proposed amendments to the Articles of Association and the Supply and Installation Agreement “Group” the Company and its subsidiaries “HK$” Hong Kong dollars, the lawful currency of Hong Kong “Hong Kong” the Hong Kong Special Administrative Region of the PRC “Independent Board the independent board committee of the Company comprising of all Committee” the independent non-executive Directors “Independent Financial Goldin Financial Limited, a licensed corporation under the Securities Adviser” and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) licensed to carry on Type 6 (advising on corporate finance) regulated activity, being the independent financial adviser to the Independent Board Committee and the Independent Shareholders to advise on the Supply and Installation Agreement

“Independent Shareholders” Shareholders other than CLFG, CNBMG and their associates
“Latest Practicable Date” 10 September 2012, being the latest practicable date prior to the printing of this circular for ascertaining information contained herein
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange
“Longhao Glass” CLFG Luoyang Longhao Glass Company Limited* (洛玻集團洛陽龍昊玻璃有限公司), a company with limited liability incorporated in the PRC, and a wholly-owned subsidiary of the Company
“mm” millimeter
“percentage ratios” has the same meaning as ascribed to it under the Listing Rules, as applicable to a transaction
“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

— iii —

DEFINITIONS

“Production Line the re-construction project of a float glass production line of Longhao Re-construction” Glass to produce 650t/d quality float glass “RMB” Renminbi, the lawful currency of the PRC “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Shareholder(s)” the shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supply and Installation the agreement dated 28 August 2012 entered into between Longhao Agreement” Glass and CNBMG International in respect of the Production Line Reconstruction

“t/d” tonnes per day “%” per cent.

For the purpose of this circular, the following exchange rate is used:-

RMB1.00 = HK$1.23

for identification purposes only

— iv —

LETTER FROM THE BOARD

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Executive Directors:

Mr. Song Jianming (Chairman) Mr. Ni Zhisen Mr. Song Fei

Non-executive Directors:

Registered and principal office:

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

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

12 September 2012

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED CESSATION OF APPOINTMENT OF INTERNATIONAL AUDITOR; (2)PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION; AND (3) DISCLOSEABLE AND CONNECTED TRANSACTION

INTRODUCTION

Reference is made to the announcement of the Company dated 28 August 2012 (the “ Announcement ”).

— 1 —

LETTER FROM THE BOARD

As mentioned in the Announcement, the Board proposes to cease to appoint PKF Certified Public Accountants as the international auditor of the Company, in light of the acceptance by the Stock Exchange of matters in relation to Mainland accounting and auditing standards and Mainland audit firms (the “ Proposed Cessation of Appointment ”).

The Company also proposes to amend the Articles of Association to (i) reflect the proposed change of accounting policy and (ii) meet the requirements on the dividend distribution policy under the “Notice regarding further implementation of the relevant matters of cash dividend distribution of listed companies” and “Decision regarding amendments to certain requirements on cash dividend distribution of listed companies” both published by CSRC and the “Notice regarding further implementation of the relevant matters of cash dividend distribution of listed companies” (Henan Supervisory Bureau Yu Zheng Jian Fa [2012] No. 214).

Further, on 28 August 2012, Longhao Glass, a wholly-owned subsidiary of the Company, entered into the Supply and Installation Agreement with CNBMG International, pursuant to which Longhao Glass agreed to purchase from and CNBMG International agreed to supply and install the equipment and materials for the Production Line Re-construction at a total consideration of RMB106,000,000 (equivalent to approximately HK$130,380,000).

Longhao Glass is a wholly-owned subsidiary of the Company. CNBMG International is an indirectly non-wholly-owned subsidiary of CNBMG, the ultimate controlling shareholder of the Company and therefore is a connected person of the Company.

As the applicable percentage ratios are more than 5% but less than 25%, the transaction contemplated under the Supply and Installation Agreement constitutes (i) a discloseable transaction of the Company under Chapter 14 of the Listing Rules, which is subject to the reporting and announcement requirements only under Chapter 14 of the Listing Rules; and (ii) a connected transaction under Chapter 14A of the Listing Rules, which is subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Special resolutions will be proposed at the EGM to amend the articles of the Articles of Association. Ordinary resolutions will also be proposed at the EGM for approval on (i) the Proposed Cessation of Appointment; and (ii) the Supply and Installation Agreement.

The purpose of this circular is to provide you with (i) details of the Proposed Cessation of Appointment; (ii) details of the proposed amendments to the Articles of Association; (iii) details of the Supply and Installation Agreement; (iv) the letter of advice from the Independent Board Committee in respect of the Supply and Installation Agreement; (v) the letter of advice from the Independent Financial Adviser in respect of the Supply and Installation Agreement; and (vii) a notice of the EGM.

— 2 —

LETTER FROM THE BOARD

PROPOSED CESSATION OF APPOINTMENT OF INTERNATIONAL AUDITOR

The Board proposes to cease to appoint PKF Certified Public Accountants (“ PKF ”) as the international auditor of the Company, in light of the acceptance by the Stock Exchange of matters in relation to Mainland accounting and auditing standards and Mainland audit firms.

According to the “Consultation Conclusions on Acceptance of Mainland Accounting and Auditing Standards and Mainland Audit Firms for Mainland Incorporated Companies Listed in Hong Kong” published by the Stock Exchange in December 2010, Mainland incorporated issuers listed in Hong Kong are allowed to prepare their financial statements in accordance with China Accounting Standards for Business Enterprises (the “ PRC Accounting Standards ”), and Mainland audit firms approved by the Ministry of Finance of the PRC (the “ MOF ”) and the Securities Regulatory Commission of China (the “ CSRC ”) are allowed to audit these financial statements in accordance with the PRC Accounting Standards.

The Company is aware that Daxin Certified Public Accountants (“ Daxin ”), the Company’s domestic auditor, is a Mainland audit firm approved by the MOF and the CSRC to provide auditing services in accordance with the PRC Accounting Standards to Mainland incorporated issuers.

In view of the aforesaid change of policy, in order to improve the efficiency of and to reduce the costs of disclosure and the audit expenses, the Board proposes to amend the accounting policy of the Company to prepare only one set of financial statement in accordance with the PRC Accounting Standards, effective from the date of the EGM. The Articles of Association will be amended accordingly to reflect the proposed change of accounting policy, as further discussed below.

In light of the aforesaid, the Board proposes to, subject to the approval by the Shareholders at the EGM in respect of the resolutions of (i) the Proposed Cessation of Appointment and (ii) the proposed amendments to Articles 203 and 204 of the Articles of Association, cease the appointment of PKF as its international auditor with effect from the date of the EGM (i.e. 1 November 2012), whilst Daxin will be the only auditor auditing the Company’s financial statement for the year ending 31 December 2012 in accordance with the PRC Accounting Standards and undertaking the role of international auditor in compliance with the Listing Rules.

PKF has confirmed that there were no matters regarding the Proposed Cessation of Appointment that need to be brought to the attention of the Shareholders. The Board and the audit committee of the Company confirmed that there were no disagreement between the Company and PKF regarding the Proposed Cessation of Appointment.

— 3 —

LETTER FROM THE BOARD

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The Company proposes to, subject to the approval by the Shareholders of the Company at the EGM, amend the Articles of Association to (i) reflect the proposed change of accounting policy as discussed above and (ii) meet the requirements on the dividend distribution policy under the “Notice regarding further implementation of the relevant matters of cash dividend distribution of listed companies” and “Decision regarding amendments to certain requirements on cash dividend distribution of listed companies” both published by CSRC and the “Notice regarding further implementation of the relevant matters of cash dividend distribution of listed companies” (Henan Supervisory Bureau Yu Zheng Jian Fa [2012] No. 214). The proposed amendments are as follows:

Article 203

Original Article 203:

The financial statements of the Company shall, in addition to being prepared in accordance with PRC accounting standards and regulations, be prepared in accordance with either international accounting standards or that of the overseas place where the Company’s shares are listed. If there is any material difference between the financial statements prepared respectively in accordance with the two accounting standards, explanations shall be made in the financial statements. When the Company is to distribute its after-tax profits, the lower of the after-tax profits as shown in the two financial statements shall be adopted.
Amended Article 203:
The financial statements of the Company shall be prepared in accordance with the PRC accounting standards and regulations.

Article 204

Original Article 204:
The interim results or financial information published or disclosed by the Company must be prepared and presented in accordance with PRC accounting standards and regulations, and also in accordance with either international accounting standards or that of the overseas place where the Company’s shares are listed.
Amended Article 204: The interim results or financial information published or disclosed by the Company shall be prepared in accordance with the PRC accounting standards and regulations.

— 4 —

LETTER FROM THE BOARD

Article 210

Original Article 210:

The profit distribution policy of the Company is:

(1) Provide the reasonable returns of investment to the Shareholders under the precondition of guaranteeing the Company’s normal operation and long-term development;
(2) The Company distributes the dividend in the form of cash or shares. The distributed profits in cash accumulatively in recent three years are no less than 30% of the realized annual distributable profits in latest three (3) years. The profit distribution policy shall maintain consistency and stability.

Amended Article 210: The profit distribution policy of the Company is:

(I) Basic principles of profit distribution
The Company adopts a consistent and stable profit distribution policy with sufficient consideration of the return to investors as well as the long-term interests of the Company, the interests of Shareholders as a whole and the sustainable development of the Company.
The Company’s profit distribution shall not exceed the range of the accumulated distributable profits nor harm the ability of sustainable operation of the Company.
The Company may distribute the dividend in the form of cash, shares, a combination of cash and shares and other forms as permitted under laws and regulations.

— 5 —

LETTER FROM THE BOARD

(II) Specific policy for profit distribution
The Company may distribute the dividend in the form of cash, shares, the combination of cash and shares or such other form permitted by the law and regulations on the condition that the Company makes a profit and after making full allocations to the statutory reserve fund and discretionary reserve fund in accordance with relevant regulations, the cash could support the Company’s continuous operation and long-term development.
If the Company makes a profit for a year and the accumulated undistributed profit is positive, the Company may distribute the dividend in the form of cash, and the distributed profits in cash accumulated in the latest three years shall not be less than 30% of the realized annual distributable profits in latest three years. The actual proportion of cash dividends for a year shall be proposed by the Board based on the amount of profit recorded for the year and future fund use plan of the Company.
(III) Procedures for considering the profit distribution policy of the Company
The Board of the Company shall make dividend proposal and a preliminary scheme regarding the profit distribution plan in accordance with the requirements of the Articles of Association and with reference to the Company’s profit and capital demands, in respect of which independent directors shall issue independent opinions. Such preliminary distribution scheme shall be considered by the Board before being submitted to the general meeting for consideration.

— 6 —

LETTER FROM THE BOARD

When the detailed cash dividend plan is considered by the general meeting, the Company shall actively communicate and exchange ideas with Shareholders, especially minority Shareholders by various means, take into full account the opinions and requests of minority shareholders and address their concerns in time. Other than on-site general meetings, the Company may also provide Shareholders with internet voting platform.
The supervisory committee shall monitor the implementation by the Board of the Company’s dividend policies and profit distribution plan as well as the decision-making procedures.
(IV) Implementation of the Company’s profit distribution plan

After the resolution in respect of profit distribution plan is approved at the Shareholders’ general meeting, the Board shall complete the dividend (or share) distribution within 2 months after the holding of the general meeting.

(V) Changes in the Company’s profit distribution policy

The Company may adjust its profit distribution policy in case of war, natural disasters and other force majeure, or changes in the Company’s external operational environment resulting in significant impact on its production and operation, or relatively significant changes in the Company’s operational position.

The Board shall conduct specific discussion over adjustment to the Company’s profit distribution policy, demonstrate in detail the reasons for such adjustment and form a written demonstration report for an independent opinion to be issued by the independent Directors, which shall be then submitted to the general meeting for approval by way of special resolution. In considering amendments to the profit distribution policy, the Company shall make internet voting accessible to Shareholders.

The English version of the above articles is an unofficial translation of its Chinese version. In case of any discrepancy between the two versions, the Chinese version shall prevail.

— 7 —

LETTER FROM THE BOARD

DISCLOSEABLE AND CONNECTED TRANSACTION

Production Line Re-construction involves the re-construction of a 400t/d float glass production line of Longhao Glass, which has ceased production since 15 May 2012. Longhao Glass planned to reconstruct such production line into a 650t/d production line to produce quality float sheet glass.

The Agreement

Date

28 August 2012

Parties

Vendor: CNBMG International, the indirectly non-wholly-owned subsidiary of CNBMG, the ultimate controlling shareholder of the Company

Purchaser: Longhao Glass, the wholly-owned subsidiary of the Company

Consideration

The total consideration is RMB106,000,000, which comprises the cost of equipment and materials of RMB91,200,000 and the installation costs of RMB14,800,000, and is subject to adjustment in light of factors such as change of the agreed supply of materials and equipment and the scope of installation services, change of supply of materials and equipment and the content of installation services, change of approvals in the course of performance of the Supply and Installation Agreement, the advance or delay of the work schedule of the Supply and Installation Agreement, etc. Upon receipt of payment of each installment of consideration by Longhao Glass, the procurement of the equipment and materials by CNBMG International will begin progressively according to the schedule of the re-construction.

— 8 —

LETTER FROM THE BOARD

The total consideration under the Supply and Installation Agreement was determined after arm’s length negotiation between Longhao Glass and CNBMG International with reference to the prevailing market price. The Directors (including the independent non-executive Directors) consider that the consideration is fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Longhao Glass intends to satisfy the above consideration partly by cash from its internal resource and partly by bank loans.

Obligations of CNBMG International

Pursuant to the Supply and Installation Agreement, CNBMG International agreed to provide supply, installation and assembly services for the Production Line Re-construction, which include but not limited to the following:-

(i) Supply of sufficient, qualified and suitable materials and equipment required for the Production Line Re-construction;
(ii) Installation and testing of such materials and equipment, including the melting furnace, annealing furnace, specified equipment, ordinary equipment, non-standard equipment and cables;
(iii) Performance of heating-up process of the melting furnace and assistance in the trial-production;
(iv) Organization, quality management, progress management and safety management of the construction work within the scope of material supply for the Production Line Re-construction; and
(v) Provision of maintenance services and relevant technical services in respect of the completed construction work.

Obligations of Longhao Glass

Pursuant to the Supply and Installation Agreement, Longhao Glass agreed to provide supporting services for the Production Line Re-construction, which include but not limited to the following:-

(i) Provision of basic amenities including land, supply of water and electricity, etc.;
(ii) Assisting CNBMG International in handling all approval procedures in relation to the implementation of the project;

— 9 —

LETTER FROM THE BOARD

(iii) Performing all the construction of civil works and utilities works, modification of the existing electricity supply system of the plant and all other construction works that beyond the scope of supply and installation to be provided by CNBMG International in accordance with the design drawings by CNBMG International;
(iv) Demolition of existing equipment, maintenance, storage of existing equipment to be modified;
(v) Supply of raw materials, fuel, shattered glass, tin, tools and equipment for production, sulphur dioxide and its containers required by the Production Line Re-construction; and
(vi) Contained storage space for materials and equipment.

Payment terms

The consideration shall be settled by Longhao Glass to CNBMG International in the following manner:

(i) 15% of the total consideration being RMB15,900,000 shall be paid within 10 Business Days from the date of consideration and approval of the Supply and Installation Agreement at the EGM;
(ii) 10% of the total consideration being RMB10,600,000 shall be paid before the commencement of heating-up stage;
(iii) 10% of the total consideration being RMB10,600,000 shall be paid before the delivery of equipment and materials;
(iv) 10% of the total consideration being RMB10,600,000 shall be paid after the delivery of equipment and materials;
(v) 15% of the total consideration being RMB15,900,000 shall be paid within 5 Business Days from the date when the equipment and furnace installation staff entered the site;
(vi) 15% of the total consideration being RMB15,900,000 shall be paid after the completion of installation of cooling system;
(vii) 5% of the total consideration being RMB5,300,000 shall be paid within 2 months after commencement of glass-forming stage;
(viii) 5% of the total consideration being RMB5,300,000 shall be paid within 4 months after commencement of glass-forming stage;

— 10 —

LETTER FROM THE BOARD

(ix) 5% of the total consideration being RMB5,300,000 shall be paid within 6 months after commencement of glass-forming stage;
(x) 5% of the total consideration being RMB5,300,000 shall be paid within 8 months after commencement of glass-forming stage; and
(xi) the balance of the 5% of the total consideration being RMB5,300,000 shall be paid within 12 months after commencement of glass-forming stage.

Confidentiality

The overall know-how involved in the Production Line Re-construction including the installation of materials and equipment shall be jointly owned by Longhao Glass and CNBMG International. Either party shall not disclose, transfer or re-sell the said know-how and products to other third party without the consent from the other party.

Reasons for entering into the Supply and Installation Agreement

CNBMG International is the largest design and contractor of glass production line in the PRC, with strong technology expertise, high-level profession and rich experience in execution. At present, more than 80% of the glass production line in the PRC are designed and contracted by CNBMG International. In this connection, the main services of supply and installation to be provided by CNBMG International would guarantee the quality of design and construction of the project, and best meet the technology upgrade and quality requirement of the Production Line Re-construction, so as to enhance the competitiveness of the Company in future.

The terms of the Supply and Installation Agreement were determined after arm’s length negotiations between the parties thereto. The Directors (including the independent non-executive Directors) are of the view that the Supply and Installation Agreement was entered into in the ordinary course of business and on normal commercial terms and the terms thereof are fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Information of Longhao Glass and CNBMG International

Longhao Glass is principally engaged in the manufacturing and sales of 3 mm to 15 mm size of float sheet glass.

— 11 —

LETTER FROM THE BOARD

CNBMG International is an indirectly non wholly-owned subsidiary of CNBMG, the ultimate controlling shareholder of CLFG (which holds 159,018,242 shares of the Company) and the Company. The principal businesses of CNBMG International include: mainly engage in the construction design and consultancy services in the PRC and overseas; investment planning and consultancy; development, transfer consultancy and service of new technology of building materials in the PRC and overseas; contracting of construction; surveying, consultancy, design and supervision of construction; development, manufacture and sale of new building materials; and import and export business.

Listing rules implications

Longhao Glass is a wholly-owned subsidiary of the Company. CNBMG International is an indirectly non wholly-owned subsidiary of CNBMG, the ultimate controlling shareholder of the Company, and therefore is a connected person of the Company.

Mr. Zhao Yuanxiang, Mr. Zhang Chengong and Mr. Guo Yimin, the non-executive Directors of the Company, have abstained from voting in respect of the Supply and Installation Agreement in the Board meeting due to the fact that they are senior management of CLFG or CNBMG and are therefore not regarded as independent to make any recommendation to the Board.

EGM

The EGM will be held at 9.00 a.m. on 1 November 2012 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 purposes of, among other things, seeking Independent Shareholders’ approval on the Supply and Installation Agreement, and seeking Shareholders’ approval on the Proposed Cessation of Appointment and the proposed amendments to the Articles of Association. Set out on pages 22 to 24 to this circular is a notice of the EGM.

— 12 —

LETTER FROM THE BOARD

A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM, 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, Hong Kong Registrars Limited, at Rooms 1901-5, Hopewell Centre, 183 Queen’s Road East, Hong Kong or to the Company at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC as soon as possible and in any event not later than 24 hours before the time appointed for holding the EGM or for any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so wish.

Shareholders of the Company or their proxies who intend to attend the EGM should complete and return the completed and 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 11 October 2012, 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.

CLFG, CNBMG and their associates are required to abstain from voting in respect of the resolutions relating to the Supply and Installation Agreement. The votes to be taken at the EGM in relation to the proposed ordinary resolutions and special resolutions will be taken by poll.

RECOMMENDATIONS

The Company has appointed Goldin Financial Limited as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the discloseable and connected transaction contemplated under the Supply and Installation Agreement. The text of the letter of advice from Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders is set out on pages 16 to 21 of this circular.

The Independent Board Committee comprising all the independent non-executive Directors (namely Mr. Zhang Zhanying, Mr. Guo Aimin, Mr. Huang Ping and Mr. Dong Jiachun) has been established to provide recommendation to the Independent Shareholders in respect of the transaction contemplated under the Supply and Installation Agreement. The letter from the Independent Board Committee, which contains its recommendation to the Independent Shareholders, is set out on page 15 of this circular.

— 13 —

LETTER FROM THE BOARD

The Board considers that the transaction contemplated under the Supply and Installation Agreement is in the interests of the Company and the Shareholders, and the terms and conditions of the Supply and Installation Agreement are fair and reasonable so far as the Company and the Shareholders as a whole are concerned. Accordingly, the Board recommends the Independent Shareholders to vote in favour of the relevant ordinary resolutions to be proposed at the EGM in this regard.

The Board also considers that the Proposed Cessation of Appointment and the proposed amendments to the article of the Articles of Association are fair and reasonable so far as the Shareholders are concerned and are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to consider and vote in favour of the resolutions to be proposed at the EGM in these regards.

ADDITIONAL INFORMATION

Your attention is drawn to the additional information as set out in the Appendix to this circular and the notice of the EGM.

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

Luoyang, the PRC

— 14 —

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

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12 September 2012

To the Independent Shareholders

Dear Sir or Madam,

DISCLOSEABLE AND CONNECTED TRANSACTION

We have been appointed as members of the Independent Board Committee to give our advice on the Supply and Installation Agreement and the transaction contemplated thereunder, details of which are set out in the letter from the Board included in the circular to the Shareholders dated 12 September 2012 (the “ Circular ”), of which this letter forms a part. Terms used herein shall have the same meanings as those defined in the Circular unless the context otherwise requires.

Goldin Financial Limited has been appointed as the Independent Financial Adviser to advise us on the Supply and Installation Agreement and the transaction contemplated thereunder. The letter from Goldin Financial Limited is set out on pages 16 to 21 of the Circular.

Having considered the terms and conditions of the Supply and Installation Agreement, the advice given by Goldin Financial Limited and the principal factors and reasons taken into consideration by them in arriving at their advice, we are of the opinion that the Supply and Installation Agreement and the transaction contemplated thereunder are in the interests of the Company and the Shareholders as a whole, and the terms and conditions of the Supply and Installation Agreement are fair and reasonable so far as the Company and the Shareholders as a whole are concerned. Accordingly, we recommend the Independent Shareholders to vote in favour of the ordinary resolutions to be proposed at the EGM for approving the Supply and Installation Agreement and the transaction contemplated thereunder.

Yours faithfully,

Independent Board Committee

Mr. Zhang Zhanying

Mr. Guo Aimin

Mr. Huang Ping Mr. Dong Jiachun

Independent non-executive Director

— 15 —

LETTER FROM GOLDIN FINANCIAL

The following is the full text of the letter from Goldin Financial to the Independent Board Committee and the Independent Shareholders in respect of the Supply and Installation Agreement, prepared for the purpose of incorporation in this circular.

==> picture [184 x 42] intentionally omitted <==

Goldin Financial Limited

23/F Two International Finance Centre 8 Finance Street Central Hong Kong 12 September 2012

To: the Independent Board Committee

and the Independent Shareholders of

Luoyang Glass Company Limited

Dear Sirs,

DISCLOSEABLE AND CONNECTED TRANSACTION

INTRODUCTION

We refer to our appointment as the independent financial adviser to the Independent Board Committee and the Independent Shareholders in relation to the Supply and Installation Agreement, details of which are set out in the letter from the board (the “Letter from the Board”) contained in the circular dated 12 September 2012 issued by the Company (the “Circular”), of which this letter forms part. Capitalised terms used in this letter shall have the same meanings as those defined in the Circular unless the context requires otherwise.

On 28 August 2012, Longhao Glass, a wholly-owned subsidiary of the Company, entered into the Supply and Installation Agreement with CNBMG International, pursuant to which Longhao Glass agreed to purchase and CNBMG International agreed to supply and install the equipment and materials for the Production Line Re-construction at a total consideration of RMB106,000,000 (equivalent to approximately HK$130,380,000). Longhao Glass is a wholly-owned subsidiary of the Company. CNBMG International is an indirectly non wholly-owned subsidiary of CNBMG, the ultimate controlling shareholder of the Company and therefore is a connected person of the Company. As the applicable percentage ratios are more than 5% but less than 25%, the transaction contemplated under the Supply and Installation Agreement constitutes (i) a discloseable transaction of the Company under Chapter 14 of the Listing Rules, which is subject to the reporting and announcement requirements

— 16 —

LETTER FROM GOLDIN FINANCIAL

only under Chapter 14 of the Listing Rules; and (ii) a connected transaction under Chapter 14A of the Listing Rules, which is subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules. CLFG, CNBMG and their associates are required to abstain from voting in respect of the resolution relating to the Supply and Installation Agreement.

THE INDEPENDENT BOARD COMMITTEE

The Independent Board Committee, comprising all independent non-executive Directors, namely Mr. Zhang Zhanying, Mr. Guo Aimin, Mr. Huang Ping and Mr. Dong Jiachun, has been established to make recommendations to the Independent Shareholders as to whether the terms of the Supply and Installation Agreement and the transactions contemplated thereunder are on normal commercial terms, fair and reasonable and whether the entering into the Supply and Installation Agreement are in the interests of the Company and the Shareholders as a whole and to advise the Independent Shareholders on how to vote taking into account the recommendations of Goldin Financial.

We, Goldin Financial, have been appointed by the Company as the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in relation to the Supply and Installation Agreement and to make a recommendation as to, among others, whether the terms of the Supply and Installation Agreement are fair and reasonable and as to voting in respect of the relevant resolution at the EGM. Our appointment has been approved by the Independent Board Committee.

BASIS OF OUR ADVICE

In formulating our opinion and recommendations, we have reviewed, inter alia, the Announcement, the Supply and Installation Agreement and the annual report of the Company for the year ended 31 December 2011. Based on the foregoing, we consider that we have taken all the reasonable steps, which are applicable to the Supply and Installation Agreement, as referred to and required under Rule 13.80(2)(b) of the Listing Rules (including its annexed notes) in forming our opinion. We consider that we have taken sufficient and necessary steps to form a reasonable basis and an informed view for our recommendation which are in compliance with Rule 13.80(2)(b) of the Listing Rules. We have also reviewed certain information provided by the management of the Company relating to the operation, financial condition and prospect of the Group. We have also (i) considered such other information, analyses and market data which we deemed relevant; and (ii) conducted verbal discussions with the management of the Company regarding the terms of the Supply and Installation Agreement, businesses and future outlook of the Group. We have assumed that such information and statements, and any representation made to us, are true, accurate and complete in all material respects as of the date hereof and we have relied upon them in formulating our opinion.

— 17 —

LETTER FROM GOLDIN FINANCIAL

All Directors collectively and individually accept full responsibility for the purpose of giving information with regard to the Company in the Circular and, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in the Circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other facts not contained in the Circular, the omission of which would make any statement in the Circular misleading. We consider that we have been provided with, and we have reviewed, all currently available information and documents which are available under present circumstances to enable us to reach an informed view regarding the terms of, and reasons for entering into the Supply and Installation Agreement to justify reliance on the accuracy of the information contained in the Circular so as to provide a reasonable basis of our opinion. We have no reasons to suspect that any material information has been withheld by the Directors or management of the Company, or is misleading, untrue or inaccurate. We have not, however, for the purpose of this exercise, conducted any independent detailed investigation or audit into the business or affairs or future prospects of the Group. Our opinion is necessarily based on financial, economic, market and other conditions in effect, and the information made available to us, at the Latest Practicable Date.

This letter is issued for the information for the Independent Board Committee and the Independent Shareholders solely in connection with their consideration of the transaction contemplated under the Supply and Installation Agreement and except for its inclusion in the Circular, is not to be quoted or referred to, in whole or in part, nor shall this letter be used for any other purposes, without our prior written consent.

PRINCIPAL FACTORS AND REASONS CONSIDERED

In giving our recommendations to the Independent Board Committee and the Independent Shareholders in respect of the Supply and Installation Agreement, we have taken into account the following principal factors and reasons:

Background of and reasons for entering into the Supply and Installation Agreement

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 sheet glass. On 28 August 2012, Longhao Glass, a wholly-owned subsidiary of the Company, entered into the Supply and Installation Agreement with CNBMG International, pursuant to which Longhao Glass agreed to purchase and CNBMG International agreed to supply and install the equipment and materials for the Production Line Re-construction at a total consideration of RMB106,000,000 (equivalent to approximately HK$130,380,000).

— 18 —

LETTER FROM GOLDIN FINANCIAL

The Production Line Re-construction involves the re-construction of a 400t/d float glass production line of Longhao Glass, which has ceased production since 15 May 2012, into a 650 t/d production line to produce quality float sheet glass. As advised by the management of the Company, in order to adapt to the changing competitive environment and the future development trend of the glass manufacture industry, as well as to cater for the need arising from the Group’s development strategy, while on the other hand to align the subject production line with the standards and requirements set out in the 《平板玻璃行業准入條件》(Entry conditions for the float glass manufacture industry*) issued by the National Development and Reform Commission of the PRC, the Group has decided to re-construct the subject production line, currently fuelled by producer gas, to be run by more environmental-friendly fuel with higher production capacity. Upon completion of the Production Line Re-construction, the useful life of the new furnace in the production line will increase from five years to eight years. The float glass to be produced will mainly target the high-end market of glass products for construction purpose and the glass further-processing market which the Group plans to explore. Accordingly, we are of the view that the Supply and Installation Agreement is entered into in the ordinary and usual course of business of the Group and in the interests of the Company and the Shareholders as a whole.

Based on our discussion with the management of the Company, we were given to understand that as the Production Line Re-construction concerns the Group’s primary business operation of float sheet glass production, the quality of the reconstruction work will have direct impact on the Group’s product quality in the future. Therefore, in selecting the suitable party for the provision of equipment and services for the Production Line Re-construction, the Group has placed technical expertise and prior experience of the contracting party in undertaking projects for the design and contracting work of glass production line as the top and foremost selection criteria, and CNBMG International was selected as the most suitable contractor based on the aforesaid criteria.

As stated in the Letter from the Board, CNBMG International is an indirect non-wholly owned subsidiary of CNBMG, the ultimate controlling shareholder of CLFG (which holds 159,018,242 shares of the Company) and the Company. CNBMG International engages in various construction and engineering related businesses including (i) construction design and consultancy services in the PRC and overseas; (ii) investment planning and consultancy; (iii) development, transfer consultancy and service of new technology of building materials in the PRC and overseas; (iv) contracting of construction; (v) surveying, consultancy, design and supervision of construction; (vi) development, manufacture and sale of new building materials; and (vii) import and export business. It is further stated in the Letter from the Board that CNBMG International is the largest design and contractor of glass production line in the PRC with strong technology expertise, high level profession and rich experience in execution, and that more than 80% of the glass production lines in the PRC are designed and contracted by CNBMG International.

— 19 —

LETTER FROM GOLDIN FINANCIAL

We noted from the 2011 annual report of China National Building Material Company Limited (“CNBM”), the immediate parent company of CNBMG International and a listed company in the Stock Exchange (stock code: 3323), that CNBM, through CNBMG International and its subsidiaries, designed and/or constructed over 80% of the float glass production lines and more than 90% of highgrade float glass production lines in the PRC for the past 6 years up to 2011. According to the website of CNBMG International (www.ctiec.net) and as further understood from the management of the Company, CNBMG International has completed over 80 float glass production lines, over 30 horizontal drawing glass and rolled glass production lines, of which 3 are related to solar energy photovoltaic glass production lines, over 10 production lines related to production of container glass, glassware, electronic glass and glass fiber, and over 50 processed glass production lines. It is also stated that CNBMG International has achieved certain breakthroughs in the industry in the PRC including, but not limited to, conversion of traditional vertical drawing glass production lines into advanced float glass production lines, export of domestic float glass technology and complete set of equipment to foreign market, start up of a high quality float glass line with melting capacity of 900t/d abroad, design of a 1000t/d to 1100t/d float glass production line and construction of the largest domestic solar energy photovoltaic glass production line in scale. Considering CNBMG International’s leading market position in the industrial engineering segment in particular for the glass manufacture industry in the PRC, we are of the view that the engagement of CNBMG International in the Production Line Re-construction would ensure the quality of design and construction of the production line and therefore that the product to be produced would meet the industry standard, thereby maintaining the competitiveness of the Company in the future, and that it is fair and reasonable to engage CNBMG International in the Production Line Re-construction.

Having considered the above, we are of the view that the entering into of the Supply and Installation Agreement is in the ordinary and usual course of business of the Company and fair and reasonable and in the interests of the Company and the Shareholders as a whole.

Principal terms of the Supply and Installation Agreement

The total consideration of RMB106,000,000 (equivalent to approximately HK$130,380,000), which comprises the cost of equipment and materials of RMB91,200,000 and the installation costs of RMB14,800,000, was determined after arm’s length negotiation between Longhao Glass and CNBMG International with reference to the prevailing market price. The Group intends to satisfy the consideration partly by cash from its internal resource and partly by bank loans.

In assessing the reasonableness and fairness of the terms of the Supply and Installation Agreement, we have reviewed the agreement entered into between CNBMG International and independent third party regarding the installation of glass production line similar to the Production Line Re-Construction and noted that the terms including the price offered by CNBMG International under the Supply and Installation Agreement were not less favourable than those offered by CNBMG International to independent third parties under normal commercial terms.

— 20 —

LETTER FROM GOLDIN FINANCIAL

Having considered that (i) the Production Line Re-Construction is conducted in the ordinary and usual course of business of the Group; and (ii) the terms of the Supply and Installation Agreement are normal commercial terms, we are of the view that the terms of the Supply and Installation Agreement are fair and reasonable so far as the Independent Shareholders are concerned and in the interests of the Company and the Shareholders as a whole.

RECOMMENDATIONS

Having considered the above, we are of the view that the Production Line Re-construction is conducted in the ordinary and usual course of business of the Company and the terms of the Supply and Installation Agreement are normal commercial terms, fair and reasonable so far as the Independent Shareholders are concerned and that the entering into of the Supply and Installation Agreement is in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders, as well as the Independent Board Committee to advise the Independent Shareholders, to vote in favour of the resolution to be proposed at the EGM to approve the Supply and Installation Agreement and the transaction contemplated thereunder.

Yours faithfully,

For and on behalf of Goldin Financial Limited Billy Tang Director

* for identification purpose only

— 21 —

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING 2012

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NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING 2012

NOTICE IS HEREBY given that the First Extraordinary General Meeting 2012 (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 1 November 2012 (Thursday) for the purpose of considering and, if thought fit, passing the following resolutions:

Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 12 September 2012 (the “ Circular ”).

A. ORDINARY RESOLUTIONS:

To consider and approve the cessation of appointment of PKF Certified Public Accountants as the Company’s international auditor, subject to the approval by the Shareholders at the EGM in respect of the amendments to Articles 203 and 204 of the Articles of Association.
To approve and confirm the Supply and Installation 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.

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NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING 2012

To approve, ratify and confirm any one of the Directors, among other matters, to sign, execute, perfect, deliver or to authorize signing, executing, perfecting and delivering all such documents and deeds, to do or authorize 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 Supply and Installation Agreement and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the Supply and Installation Agreement that may in their discretion consider to be desirable and in the interest of the Company and all the Directors’ acts as aforesaid.

B. SPECIAL RESOLUTIONS:

To consider and approve the proposed amendments to Articles 203 and 204 of the Articles of Association to reflect change of accounting policy of the Company.
To consider and approve the proposed amendments to Article 210 of the Articles of Association to meet the requirements on the dividend distribution policy published by the relevant PRC government authorities.

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

Luoyang, the PRC 12 September 2012

As at the date of this notice, the Board comprises three executive Directors: Mr. Song Jianming, Mr. Ni Zhisen and Ms. Song Fei; 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.

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NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING 2012

Notes:

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 28 September 2012, 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 11 October 2012 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 11 October 2012.
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 28 September 2012, are entitled to attend and vote at the EGM. The register of members of the Company’s H shares will be closed from 29 September 2012 to 1 November 2012 (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 28 September 2012.
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.
The principal may appoint a proxy in written form (i.e. through the proxy form enclosed in the Circular). 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.
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 11 October 2012 personally or by mail or fax.
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.
The EGM is expected to last for not more than one day. Shareholders and proxies attending the EGM should be responsible for their own travelling and accommodation expenses.
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

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.

— 24 —

GENERAL INFORMATION

APPENDIX

1. 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 or this circular misleading.

2. DISCLOSURE OF INTERESTS

(a) Interests of Directors, supervisors and chief executive of the Company

As at the Latest Practicable Date, none of the Directors, supervisors or chief executives of the Company has an interest or short position in any Shares, underlying Shares and debentures of the Company or any associated corporation (within the meaning of Part XV of the SFO) which were required to be (i) notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which the Directors, supervisors or chief executives of the Company was taken or deemed to have under such provisions of the SFO); or (ii) pursuant to section 352 of the SFO, entered in the register kept by the Company; or (iii) notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Companies.

As at the Latest Practicable Date, so far as the Directors were aware, none of the Directors or their respective associates were considered to have interest in any business, which competes or may compete with the business of the Company or has any other conflict of interest with the Company which would be required to be disclosed under Rule 8.10 and Rule 14A.59(11) of the Listing Rules.

None of the Directors has any interest, direct or indirect, in any assets which have been acquired or disposed of by, or leased to any member of the Group, or are proposed to be acquired or disposed of by, or leased to any member of the Group since 31 December 2011, the date to which the latest published audited consolidated financial statements of the Group were made up.

None of the Directors is materially interested in any contract or arrangement entered into by the Company or any of its subsidiaries which contract or arrangement is subsisting at the Latest Practicable Date and which is significant in relation to the business of the Group taken as a whole.

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GENERAL INFORMATION

APPENDIX

(b) Substantial Shareholders’ and other Shareholders’ interests

As at the Latest Practicable Date, save as disclosed below, so far as is known to the Directors or chief executive of the Company, no other person has an interest or short position in the Shares and underlying Shares of the Company which would fall to be disclosed to the Company under the provisions of Divisions 2 and 3 of Part XV of the SFO or were required to be notified to the Company and the Stock Exchange pursuant to section 324 of the SFO, or, who is, directly or indirectly, interested in 10 per cent. (10%) or more of the nominal value of any class of share capital carrying rights to vote in all circumstances at general meetings of any members of the Group.

Long positions in the domestic shares of the Company:

			Approximate
			percentage of	Approximate
			the total issued	percentage of
		Number of	domestic share	the total issued
		domestic	capital of	share capital of
Name of Shareholder	Capacity	Shares held	the Company	the Company
			(%)	(%)
CLFG	Beneficial owner	159,018,242	63.60	31.80
CNBMG_(Note 1)_	Interest in controlled	159,018,242	63.60	31.80
	corporation
China Building Materials	Interest in controlled	159,018,242	63.60	31.80
Glass Company_(Note 1)_	corporation

Note:

These 159,018,242 domestic Shares are registered and owned by CLFG. CNBMG is the beneficial owner of CLFG. CNBMG holds 51.70% and 19.00% (totally holding 70.70%) equity interest in CLFG through wholly-owned subsidiaries, China Building Material Glass Company and Bengbu Glass Industry Design Institute respectively. CNBMG is therefore deemed to be interested in 159,018,242 domestic Shares held by CLFG under the SFO.

3. SERVICE CONTRACTS

As at the Latest Practicable Date, none of the Directors or supervisors of the Company had any existing or proposed service contract with any member of the Group which does not expire or is not determinable by the Company within one year without payment of compensation (other than statutory compensation).

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GENERAL INFORMATION

APPENDIX

4. MATERIAL ADVERSE CHANGE

As at the Latest Practicable Date, the Directors were not aware of any material adverse change in the financial or trading position of the Group since 31 December 2011, the date to which the latest published audited consolidated financial statements of the Group were made up.

5. EXPERT AND CONSENT

The following is the qualification of the expert whose letter is contained in this circular:

Name Qualification

Goldin Financial Limited

a licensed corporation under the SFO licensed to carry on type 6 (advising on corporate finance) regulated activity

As at the Latest Practicable Date, Goldin Financial Limited has no shareholding in any member of the Group or any right (whether legally enforceable or not) to subscribe for or to nominate persons to subscribe for securities in any member of the Group and has no direct or indirect interest in any assets acquired or disposed of by or leased to any member of the Group or is proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2011, being the date to which the latest published audited consolidated financial statements of the Group were made up.

The letter and recommendation given by Goldin Financial Limited are given as at the date of this circular for incorporation herein. Goldin Financial Limited has given and has not withdrawn its written consent to the issue of this circular with the inclusion herein of its letter and the references to its name, in the form and context in which it appears.

6. DOCUMENTS AVAILABLE FOR INSPECTION

Copy of the Supply and Installation Agreement will be available for inspection at the office of Messrs. Li & Partners at 22nd Floor, World Wide House, Central, Hong Kong during normal business hours on any weekday (except public holidays) for a period of 14 days from the date of this circular.

— 27 —

AI assistant

RoboSense Technology Co., Ltd — Proxy Solicitation & Information Statement 2012

50628_rns_2012-09-12_27e0cfa7-901c-4d42-8096-49149e925557.pdf

(1) PROPOSED CESSATION OF APPOINTMENT OF INTERNATIONAL AUDITOR; (2)PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION; AND (3) DISCLOSEABLE AND CONNECTED TRANSACTION

DEFINITIONS

(1) PROPOSED CESSATION OF APPOINTMENT OF INTERNATIONAL AUDITOR; (2)PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION; AND (3) DISCLOSEABLE AND CONNECTED TRANSACTION

INTRODUCTION

PROPOSED CESSATION OF APPOINTMENT OF INTERNATIONAL AUDITOR

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Article 203

Article 204

Article 210

LETTER FROM THE BOARD

DISCLOSEABLE AND CONNECTED TRANSACTION

The Agreement

Date

Parties

Consideration

LETTER FROM THE BOARD

Obligations of CNBMG International

Obligations of Longhao Glass

Payment terms

Confidentiality

Reasons for entering into the Supply and Installation Agreement

Information of Longhao Glass and CNBMG International

LETTER FROM THE BOARD

Listing rules implications

EGM

LETTER FROM THE BOARD

RECOMMENDATIONS

ADDITIONAL INFORMATION

DISCLOSEABLE AND CONNECTED TRANSACTION

Yours faithfully,

Independent Board Committee

Goldin Financial Limited

DISCLOSEABLE AND CONNECTED TRANSACTION

INTRODUCTION

THE INDEPENDENT BOARD COMMITTEE

BASIS OF OUR ADVICE

PRINCIPAL FACTORS AND REASONS CONSIDERED

Background of and reasons for entering into the Supply and Installation Agreement

Principal terms of the Supply and Installation Agreement

RECOMMENDATIONS

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING 2012

A. ORDINARY RESOLUTIONS:

B. SPECIAL RESOLUTIONS:

1. RESPONSIBILITY STATEMENT

2. DISCLOSURE OF INTERESTS

(a) Interests of Directors, supervisors and chief executive of the Company

(b) Substantial Shareholders’ and other Shareholders’ interests

3. SERVICE CONTRACTS

4. MATERIAL ADVERSE CHANGE

5. EXPERT AND CONSENT

Name Qualification

6. DOCUMENTS AVAILABLE FOR INSPECTION

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RoboSense Technology Co., Ltd Proxy Solicitation & Information Statement 2012