RoboSense Technology Co., Ltd - Proxy Solicitation & Information Statement 2016

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 , you should at once hand this circular to the purchaser(s) or the transferee(s), or to the bank, licensed securities dealer or registered institution in securities 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.

==> picture [280 x 136] intentionally omitted <==

＊

(1) CONTINUING CONNECTED TRANSACTION; AND

(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders of Luoyang Glass Company Limited*

==> picture [30 x 25] intentionally omitted <==

Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as those set out in the section headed “Definitions” of this circular.

A letter from the Board is set out on pages 1 to 11 of this circular. A letter from the Independent Board Committee is set out on pages 12 to 13 of this circular. A letter from Goldin Financial is set out on pages 14 to 25 of this circular.

A notice convening the EGM to be held at 9:00 a.m. on 15 April 2016 (Friday) at the conference room of the Company on 3rd Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC is set out on pages 29 to 31 of this circular.

A form of proxy for use at the EGM was published on the website of the Stock Exchange (http://www.hkexnews.hk) on 26 February 2016 and was also despatched to the Shareholders on 29 February 2016. Whether or not you are able to attend the EGM in person, you are requested to complete the 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 1712–1716, 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.

30 March 2016

* For identification purposes only

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Independent Board Committee. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
Letter from Goldin Financial. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	14
Appendix — General Information. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	26
Notice of the First Extraordinary General Meeting 2016. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	29

– 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)” has the same meaning as ascribed to it under the Hong Kong Listing Rules; “Bengbu Institute” Bengbu Glass Industry Design Institute (蚌埠玻璃工業設計研究院), an indirect wholly-owned subsidiary of CNBMG and holding 19.00% equity interest in CLFG; “Board” the board of Directors; “CLFG” 中國洛陽浮法玻璃集團有限責任公司 (China Luoyang Float Glass (Group) Company Limited), a company incorporated in the PRC with limited liability and the immediate controlling Shareholder of the Company holding 33.04% equity interest in the Company; “CNBMG” China National Building Material Group Corporation (中國建築材料集團有限公司), a wholly state-owned enterprise incorporated in the PRC and 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 (stock code: 600876) 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 of the Company;

– ii –

DEFINITIONS

“EGM” the extraordinary general meeting of the Company to be held on 15 April 2016 for the purposes of considering and approving, among other things, the Supply Agreement, the Proposed Annual Caps and the proposed amendments to the Articles of Assoication;

“Goldin Financial” or Goldin Financial Limited, a licensed corporation to carry on Type “Independent Financial Adviser” 6 (advising on corporate finance) regulated activity under the SFO, being the independent financial adviser to advise the Independent Board Committee and the Independent Shareholders in respect of the Supply Agreement and the Proposed Annual Caps;

“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 Committee” an independent committee of the Board comprising the independent non-executive Directors;

“Independent Shareholder(s)” Shareholder(s) other than Triumph Technology and its associate(s) (who directly or indirectly hold 352,748,633 shares of the Company, repreenting approximately 66.96% of the total issued share capital of the Company);
“Latest Practicable Date” 23 March 2016, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular;

“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange;

“percentage ratios” has the same meaning as ascribed to it under the Listing Rules, as applicable to a transaction;

– iii –

DEFINITIONS

“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;
“Proposed Annual Cap(s)”	the proposed annual cap for the Supply Agreement for each of
	the Company’s financial years ending 31 December 2016 and 31
	December 2017;
“RMB”	Renminbi, the lawful currency of the PRC;
“SFO”	the 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;
“subsidiary(ies)”	has the same meaning as ascribed to it under the Listing Rules;
“Supply Agreement”	the sodium carbonate supply framework agreement dated 26
	February 2016 entered into between the Company and Triumph
	Technology, pursuant to which Triumph Technology agreed to
	supply to the Company sodium carbonate procured from certain
	suppliers during the term of the agreement;
“Triumph Technology”	Triumph Technology Group Company* (凱盛科技集團公司), a
	limited liability company incorporated in the PRC and an indirect
	controller of the Company; and
“%”	Per cent.

* For identification purposes only

For the purpose of this circular, the following exchange rate is used: RMB1.00 = HK$1.17.

– iv –

LETTER FROM THE BOARD

==> picture [280 x 136] intentionally omitted <==

＊

Executive Directors: Mr. Zhang Chong (Chairman) Mr. Ni Zhisen (General Manager) Mr. Wang Guoqiang (Deputy General Manager) Mr. Ma Yan

Registered and principal office: No. 9 Tang Gong Zhong Lu Xigong District Luoyang Municipal Henan Province The PRC

Non-executive Directors:

Mr. Zhang Chengong Mr. Xie Jun (Vice Chairman) Mr. Tang Liwei

Independent Non-executive Directors:

Mr. Jin Zhanping Mr. Liu Tianni Mr. Ye Shuhua Mr. He Baofeng

30 March 2016

To the Shareholders

Dear Sir or Madam,

(1) CONTINUING CONNECTED TRANSACTION; AND

(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

INTRODUCTION

Reference is made to the announcements of the Company dated 26 February 2016 in relation to the continuing connected transaction and proposed amendments to the Articles of Association.

The purpose of this circular is to provide you with, among other things, (i) details of the continuing connected transaction; (ii) details of the proposed amendments to the Articles of Association; (iii) a letter of recommendation from the Independent Board Committee to the Independent Shareholders in respect of the Supply Agreement and the Proposed Annual Caps; (iv) a letter of advice from Independent Financial Adviser to the Indpendent Board Committee and the Independent Shareholders; and (v) a notice of the EGM.

– 1 –

LETTER FROM THE BOARD

(1) Continuing Connected Transaction

On 26 February 2016, the Company entered into the Supply Agreement with Triumph Technology, pursuant to which Triumph Technology agreed to supply to the Company sodium carbonate procured from certain suppliers during the term of the Supply Agreement.

Set out below is a summary of the principal terms of the Supply Agreement:

Details of the Supply Agreement

Date: 26 February 2016 Parties: (1) The Company, as purchaser; and (2) Triumph Technology, as seller Term: From the date of the Supply Agreement to 31 December 2017 Payment: The Company is required to pay Triumph Technology by cash within 2 months after the sodium carbonate is delivered to the stipulated location and has passed the acceptance testing.

Pricing standards of the transactions contemplated under the Supply Agreement

Pursuant to the Supply Agreement, Triumph Technology agreed to supply sodium carbonate to the Company at a price to be determined with reference to the prevailing market price at the time of particular transaction. The Company will seek to obtain market price information through various channels, which include (1) reference made to comparable transactions (if any) by independent third parties during the same period; and (2) through communication and exchange of price information by various means, including but not limited to telephone conversations, emails and meetings with peers and business partners within the glass production industry.

In general, the Company will seek to obtain the prices of comparable transactions by independent suppliers during the same period and the prevailing market price at the time of a particular transaction. This will be carried out through communication and enquiries with sodium carbonate manufacturers and business partners within and outside Luoyang region which have had business transactions with the Company in the past. Such communications and enquiries will be conducted by the staff of the business department of the Company through telephone conversations, fax and onsite meetings.

– 2 –

LETTER FROM THE BOARD

Due to the high requirements for the raw material of low-sodium but high density sodium carbonate used in ultra-thin glass production, and in order to fulfill high quality and low cost standard and achieve the product technical specifications such as high purity, low sodium level, uniform particle size and high whiteness, the requirements of production method, technique and skill of sodium carbonate suppliers are relatively high. At the same time, taking into account the factors of lowering procurement costs, reducing transportation expenses of sodium carbonate and avoiding the risk of delay or shortfall in supply chain, the Company follows the principle of complementarity and compatibility during selection process for suppliers. This is to strengthen the trust between the suppliers and the Company in order for the Company to establish good and long-term partnerships with the suppliers. Therefore, the number of sodium carbonate suppliers that could be chosen by the Company is relatively small. Nevertheless, a list compiling approximately five sodium carbonate suppliers which are the independent third parties of the Company and could satisfy the Company’s requirements on the quality of sodium carbonate is maintained. The Company will obtain quotations from at least three suppliers from such list for each transaction.

After the Company obtained quotations from different sodium carbonate suppliers, the Company will then compare the quotations with the reference market price obtained from the popular and widely-used websites of the glass and chemical industries such as www.glassnets.com (an online public platform hosted by the China Architectural and Industrial Glass Association) and www.chem365.net. In the event that the quotations obtained from the sodium carbonate suppliers mentioned above are higher than the reference market price or the suppliers are unable to provide with the Company the required quantity or quality of sodium carbonate, the Company will obtain further quotations from the other suppliers in the said suppliers’ list. Upon collecting all the market information, the pricing term will be used as benchmark for the transactions with Triumph Technology. The final terms will then be assessed and approved by the finance department and relevant operations departments with reference to the aforesaid information. Those above are to be conducted to make sure the prices offered to the Company by Triumph Technology will not be less favourable than those offered by other independent suppliers. It is the Company’s policy that the supplier which can offer the lowest price of sodium carbonate will be chosen, provided that all the other criteria such as the quality of sodium carbonate are the same.

The main factors with which the relevant market prices are determined are the then demand and supply of sodium carbonate in the area around Luoyang, distance between the location of buyers and sellers, as well as the quality of sodium carbonate. In general, the price of sodium carbonate will be higher if the demand for sodium carbonate in the area around Luoyang is high, the quality of sodium carbonate is high, and the supply of sodium carbonate is low. Higher transportation cost will be incurred should the location of the purchaser is far from that of the supplier, which will in turn boost the price of sodium carbonate.

– 3 –

LETTER FROM THE BOARD

Historical figures and the Proposed Annual Caps for the transactions under the Supply Agreement

The Company expects that the Proposed Annual Cap for the Supply Agreement for each of the Company’s financial years ending 31 December 2016 and 31 December 2017 will not exceed RMB43,000,000 (equivalent to approximately HK$50,310,000).

Basis for the Proposed Annual Caps under the Supply Agreement

The Proposed Annual Caps were determined after taking into account the above historical figure of the relevant transaction, the estimated annual purchase of 26,400 tons of sodium carbonate from Triumph Technology before each of the end of 2016 and 2017, and the estimated market price of sodium carbonate of around RMB1,600 per ton.

Historical figure and estimated annual purchase

The estimated annual purchase of 26,400 tons of sodium carbonate from Triumph Technology was determined after taking into account the three production lines currently owned by the Company with an estimated monthly demand of sodium carbonate of approximately 2,200 tons per month, in which the monthly demand of sodium carbonate for each of the three production lines (namely, the production lines of CLFG Longmen Glass Company (洛玻集團龍門玻璃有限責任公司), CLFG Longhai Electronic Glass Limited (洛玻集團洛陽龍海電子玻璃有限公司) and Bengbu China Building Information Display Materials Co. Ltd.* (蚌埠中建材信息顯示材料有限公司) is expected to be approximately 1,000 tons per month, 600 tons per month and 600 tons per month respectively. In relation to the historical figure of the relevant transaction, in order to maintain the inventory level of sodium carbonate of each production line, and the Company predicted that the price of sodium carbonate would rise, the Company purchased at the right moment and made a larger amount of purchase to reduce the procurement cost. The demand for the final glass products is definitely not the same for every month, so is the demand for the raw material of sodium carbonate.

Estimated Market Price

According to an article published by Shanghai Securities News (Shanghai Securities News, owned by Xinhua News Agency, which is a leading financial newspaper in the PRC and the China Securities Regulatory Commission’s designated channel for disclosure of listed companies in the PRC) on 13 January 2016 (http://news.cnstock.com/news/sns_bwkx/201601/3681170.htm), the current quotation price of sodium carbonate of Central PRC (including Luoyang region) is within a range from approximately RMB1,320 per ton to approximately RMB1,450 per ton.

– 4 –

LETTER FROM THE BOARD

However, due to the downward pressure on the PRC economy, the PRC government would increase its effort in reforming the supply side to reduce inventory. The growth rate in production capacity of the sodium carbonate industry has been slowing down, and some manufacturers have withdrawn from the sodium carbonate industry. According to the market price information obtained by the Company through communication and enquiries with sodium carbonate manufacturers and business partners within and outside Luoyang region which have had business transactions with the Company in the past and from the popular and widely-used websites of the glass and chemical industries such as www.glassnets.com (an online public platform hosted by the China Architectural and Industrial Glass Association) and www.chem365.net, the domestic market demand for sodium carbonate remains high. The inventory of sodium carbonate held by manufacturers will remain at low level and will be mainly supplied to long-term customers, causing an expected shortfall in supply. Some manufacturers thus raise the price of sodium carbonate for approximately RMB100–200 per ton. Further, the price of sodium carbonate for the transactions conducted between the Company and independent suppliers was fluctuating in 2015 and the highest price per ton represented a premium of approximately 28.44% to the lowest price per ton. In this connection, the Company expects that the price of sodium carbonate will be at around RMB1,600 per ton.

Measure of internal control

To ensure the Company’s conformity with the above pricing policies from time to time, the Company would adopt a series of internal control policies for its daily operation. Such internal control policies would be conducted and supervised by the finance department, the office of the Board and the audit department of the Company:

(1) the Company has adopted and implemented a management system on connected transactions. According to the system, the office of the Board and finance department are responsible for the information gathering on and monitoring of connected transactions, and conducting evaluation on the fairness of the transaction terms and the pricing terms;
(2) the independent non-executive Directors of the Company would review the continuing connected transaction under the Supply Agreement to ensure such agreement is entered into on normal commercial terms, is fair and reasonable, and is carried out pursuant to the terms of such agreement. The auditors of the Company would also conduct an annual review on the pricing and annual caps of the continuing connected transaction under the Supply Agreement; and
(3) the internal audit department of the Company will conduct periodical monitoring and evaluation on whether the procedures of connected transactions are conformed with the internal control requirements of the Company.

– 5 –

LETTER FROM THE BOARD

Reasons for entering into the Supply Agreement

The Company is principally engaged in the production and sale of float sheet glass and ultra-thin electronic glass, and sodium carbonate is one of the raw materials for the production of glass. The entering into of the Supply Agreement enables the Company to meet its normal production need. The terms of the Supply Agreement were determined after arm’s length negotiations between the parties thereto.

Information of the Company and Triumph Technology

The Company is principally engaged in the production and sale of ultra-thin and ultra-white float glass and ultra-thin electronic glass since 2016.

Triumph Technology is an indirect controller of the Company and is principally engaged in the research and development, production, processing, transfer and sale of construction materials and raw materials, etc.

Listing rules implications

Triumph Technology directly holds 53.64% equity interest in CLFG and indirectly holds 19.00% equity interest in CLFG through its wholly-owned subsidiary, Bengbu Institute. Thus, Triumph Technology holds a total of 72.64% equity interest in CLFG, which directly holds 33.04% equity interest in the Company. Triumph Technology is an indirect controller of the Company and is therefore regarded as a connected person of the Company. The transactions contemplated under the Supply Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules.

As one or more of the applicable percentage ratios are more than 5%, the Supply Agreement is subject to the reporting, announcement and Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Mr. Zhang Chong and Mr. Ma Yan, the executive Directors of the Company, and Mr. Zhang Chengong, Mr. Xie Jun and Mr. Tang Liwei, the non-executive Directors of the Company, have abstained from voting in respect of the Supply Agreement and the Proposed Annual Caps in the Board meeting due to the fact that they are senior management of the controlling shareholder(s) of the Company or the controlled entities of its controlling shareholder(s) and are therefore considered to have material interests in the transactions contemplated under the Supply Agreement and are not regarded as independent to make any recommendation to the Board.

– 6 –

LETTER FROM THE BOARD

Independent Board Committee and Independent Financial Adviser

Pursuant to the Listing Rules, the Independent Board Committee has been formed to consider the transactions contemplated under the Supply Agreement and the Proposed Annual Caps, and to advise the Independent Shareholders as to whether the Supply Agreement and the Proposed Annual Caps are on normal commercial terms, in the ordinary and usual course of business of the Group, fair and reasonable and in the interests of the Company and the Shareholders as a whole. Goldin Financial has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this regard.

Your attention is drawn to the “Letter from the Independent Board Committee” which is set out on pages 12 to 13 of this circular which contains its recommendation to the Independent Shareholders in relation to the Supply Agreement, the transactions contemplated thereunder and the Proposed Annual Caps. Your attention is also drawn to the “Letter from Goldin Financial” which is set out on pages 14 to 25 of this circular which contains its advice to the Independent Board Committee and the Independent Shareholders in relation to the Supply Agreement, the transactions contemplated thereunder and the Proposed Annual Caps. You are advised to read the said letters from the Independent Board Committee and Goldin Financial before deciding how to vote at the EGM.

(2) Proposed Amendments to the Articles of Association

Reference is made to the announcement of the Company dated 3 February 2016 in respect of issuance results of non-public issuance of A shares of significant asset restructuring and change in share capital and the announcement of the Company dated 26 February 2016 with regard to the proposed amendments to the Articles of Association.

Since the Company completed the non-public issuance of new A shares to the Subscribers in accordance with the raising of supporting funds proceeds on 2 February 2016, the registered capital and total shares of the Company would be changed. The Company proposes to, subject to the approval by the Shareholders at the EGM, amend the Articles of Association.

– 7 –

LETTER FROM THE BOARD

Details of the proposed amendments to the Articles of Association are as follows:

Article 19

Original Article 19:

With the approval of the company examination and approval authority as authorized by State Council, the Company has issued the 700,000,000 ordinary shares. At the time of establishment, the Company issued 400,000,000 shares to the promoter, accounting for 57.14% of in total number of ordinary shares that can be issued by the Company. After the Company completed the reform of stock allocation and reduced the registered capital, the capital structure has changed and the number of ordinary shares issued by the Company is 500,018,242.

Amended Article 19:

With the approval of the company examination and approval authority as authorized by State Council, the current number of issued ordinary shares of the Company is 526,766,875.

At the time of establishment, the Company issued 400,000,000 shares to the promoter; upon the public issuance of H Shares and A Shares, the Company has issued 700,000,000 ordinary shares, in which the promoter held approximately 57.14% of the total number of ordinary shares that can be issued by the Company. After the Company has completed the reform of stock allocation and reduced the registered capital, the number of ordinary shares issued by the Company was 500,018,242, in which the promoter held 159,018,242 ordinary shares, accounting for approximately 31.8% of the total number of ordinary shares of the Company. Upon the significant asset swap and issuance of shares by the Company for asset acquisition in cash and raising of supporting funds proceeds, the total number of ordinary shares issued by the Company is 526,766,875, in which the promoter holds 174,018,242 ordinary shares, accounting for approximately 33.04% of the total number of ordinary shares of the Company.

– 8 –

LETTER FROM THE BOARD

Article 20

Original Article 20:

The equity structure of the Company: 159,018,242 floating shares without trading limitation held by the promoter, representing approximately 31.80% of the total issued ordinary shares, 250,000,000 issued ordinary shares as overseas-listed foreign-invested shares, representing approximately 50% of the total issued ordinary shares and 91,000,000 domestic listed shares, representing approximately 18.20% of the total issued ordinary shares.

Amended Article 20:

The equity structure of the Company: the number of overseas-listed foreign-invested shares is 250,000,000, representing approximately 47.46% of the total issued ordinary shares of the Company; the number of domestic listed shares is 276,766,875, representing approximately 52.54% of the total issued ordinary shares of the Company.

Article 23

Original Article 23:

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

Amended Article 23: The Company’s registered capital is RMB526,766,875.

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.

– 9 –

LETTER FROM THE BOARD

EGM

The EGM will be held at 9:00 a.m. on 15 April 2016 (Friday) at the conference room of the Company on 3rd Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC for the purposes of, among other things, seeking (i) Independent Shareholders’ approval for the Supply Agreement and the Proposed Annual Caps; and (ii) Shareholders’ approval for the proposed amendments to the Articles of Association. At the EGM, voting on the proposed ordinary resolutions and special resolution will be conducted by way of poll.

A notice of the EGM dated 26 February 2016, which has been despatched together with the form of proxy to the Shareholders, is set out on pages 29 to 31 of this circular. Whether or not you are able to attend the EGM in person, you are requested to complete the 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 1712-1716, 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.

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

Pursuant to Rule 14A.36 of the Listing Rules, any shareholder who has a material interest in the transaction must abstain from voting on the resolution. Therefore, Triumph Technology and its associates (who directly or indirectly hold 174,018,242 shares of the Company, repreenting approximately 33.04% of the total issued share capital of the Company) will abstain from voting on the resolutions in relation to the Supply Agreement and the Proposed Annual Caps at the EGM.

– 10 –

LETTER FROM THE BOARD

RECOMMENDATIONS

The Directors (including the independent non-executive Directors) consider that the continuing connected transaction under the Supply Agreement is carried out in the ordinary and usual course of business of the Company and on normal commercial terms. The Directors (including the independent non-executive Directors) are of the view that the terms of the Supply Agreement, the transactions contemplated thereunder and the Proposed Annual Caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Independent Shareholders to vote in favour of the ordinary resolutions with respect to the Supply Agreement and the Proposed Annual Caps to be proposed at the EGM.

The Independent Board Committee, having taken into account, among other things, the advice of the Independent Financial Adviser, is of the view that the terms of Supply Agreement are on normal commercial terms, and the entering into of the Supply Agreement, the transactions contemplated thereunder and the Proposed Annual Caps are fair and reasonable, in the ordinary and usual course of business of the Company and in the interests of the Company and the Shareholders as a whole. Accordingly, the Independent Board Committee recommends the Independent Shareholders to vote in favour of the ordinary resolutions with respect to the Supply Agreement and the Proposed Annual Caps to be proposed at the EGM.

Furthermore, the Directors believe that the proposed amendments to the Articles of Association are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the special resolution with respect to the proposed amendments to the Articles of Association to be proposed at the EGM.

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.

Yours faithfully,

By order of the Board

Luoyang Glass Company Limited*

Zhang Chong

Chairman

* For identification purposes only

– 11 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

==> picture [280 x 136] intentionally omitted <==

＊

30 March 2016

To the Independent Shareholders

Dear Sir or Madam,

CONTINUING CONNECTED TRANSACTION

We refer to the circular dated 30 March 2016 of the Company (the “ Circular ”) of which this letter forms part. Terms defined in the Circular have the same meanings herein unless the context otherwise requires.

We have been appointed as the members of the Independent Board Committee to consider the terms of Supply Agreement and the Proposed Annual Caps, and to advise the Independent Shareholders whether, in our opinion, the terms of Supply Agreement, the transactions comtemplated thereof and the Proposed Annual Caps are fair and reasonable, in the ordinary and usual course of business of the Company, on normal commercial terms, and are in the interests of the Company and the Shareholders as a whole. Goldin Financial has been appointed as the Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders in this respect.

Your attention is drawn to (i) the “Letter from the Board”; (ii) the “Letter from Goldin Financial” to the Independent Board Committee and the Independent Shareholders which contains its advice in respect of the the terms of Supply Agreement, the transactions comtemplated thereof and the Proposed Annual Caps; and (iii) the additional information as set out in the appendix to the Circular.

– 12 –

LETTER FROM THE INDEPENDENT BOARD COMMITTEE

Having considered the terms and conditions of the Supply Agreement, the transactions comtemplated thereof and the Proposed Annual Caps, and having taken into account the opinion of Goldin Financial and, in particular, the factors, reasons and recommendations as set out in the “Letter from Goldin Financial” on pages 14 to 25 of the Circular, we are of the opinion that the Supply Agreement was entered into in the ordinary and usual course of business of the Company, on normal commercial terms and that the terms of the Supply Agreement, the transactions comtemplated thereof and the Proposed Annual Caps are fair and reasonable and in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders to vote in favor of the ordinary resolutions concerning the same to be proposed at the EGM.

Yours faithfully,

For and on behalf of the Independent Board Committee

Mr. Jin Zhanping Mr. Liu Tianni Mr. Ye Shuhua Mr. He Baofeng Independent non-executive Directors

For identification purposes only

– 13 –

LETTER FROM GOLDIN FINANCIAL

Set out below is the full text of the letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders, which has been prepared for the purpose of incorporation in this circular in respect of the Supply Agreement and the Proposed Annual Caps.

==> picture [37 x 31] intentionally omitted <==

Goldin Financial Limited

Suites 2202–2209, 22/F Two International Finance Centre 8 Finance Street Central Hong Kong

30 March 2016

To: the Independent Board Committee and the Independent Shareholders of Luoyang Glass Company Limited

Dear Sirs,

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

We, Goldin Financial, refer to our appointment as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in relation to the Supply Agreement and the Proposed Annual Caps, details of which are set out in the letter from the board (the “ Letter from the Board ”) contained in the circular dated 30 March 2016 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.

Triumph Technology directly holds 53.64% equity interest in CLFG and indirectly holds 19.00% equity interest in CLFG through its wholly-owned subsidiary, Bengbu Institute. Thus, Triumph Technology holds a total of 72.64% equity interest in CLFG, which directly holds 33.04% equity interest in the Company. Triumph Technology is an indirect controller of the Company and is therefore regarded as a connected person of the Company. The transaction contemplated under the Supply Agreement constitutes a continuing connected transaction of the Company under Chapter 14A of the Listing Rules.

– 14 –

LETTER FROM GOLDIN FINANCIAL

As one or more of the applicable percentage ratios are more than 5%, the Supply Agreement is subject to the reporting, announcement and independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

Mr. Zhang Chong and Mr. Ma Yan, the executive Directors of the Company, and Mr. Zhang Chengong, Mr. Xie Jun and Mr. Tang Liwei, the non-executive Directors of the Company, have abstained from voting in respect of the Supply Agreement and the Proposed Annual Caps in the Board meeting due to the fact that they are senior management of the controlling shareholder(s) of the Company or the controlled entities of its controlling shareholder(s) and are therefore not regarded as independent to make any recommendation to the Board.

The EGM will be convened at which, among other things, ordinary resolutions will be proposed to seek Independent Shareholders’ approval for the Supply Agreement and the Proposed Annuals Caps. In view of the interests of Triumph Technology and its associates in the transactions contemplated under the Supply Agreement, Triumph Technology and its associates will abstain from voting on the resolutions in relation to the Supply Agreement and the Proposed Annual Caps at the EGM. Voting on such resolutions shall be taken by poll.

THE INDEPENDENT BOARD COMMITTEE

The Independent Board Committee comprising Mr. Jin Zhanping, Mr. Liu Tianni, Mr. Ye Shuhua and Mr. He Baofeng, being all the independent non-executive Directors, has been formed to advise the Independent Shareholders in relation to the Supply Agreement and the Proposed Annual Caps.

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 Agreement and the Proposed Annual Caps, and to make a recommendation as to, among others, whether the terms of the Supply Agreement and the Proposed Annual Caps are fair and reasonable so far as the Independent Shareholders are concerned, and the entering into of the Supply Agreement are in the interests of the Company and the Shareholders as a whole, and as to voting in respect of the relevant resolutions at the EGM. Our appointment has been approved by the Independent Board Committee.

As at the Latest Practicable Date, Goldin Financial did not have any relationships or interests with the Company or any other parties that could reasonably be regarded as relevant to the independence of Goldin Financial. In the last two years, Goldin Financial has been appointed as the independent financial adviser to the then independent board committee and the then independent shareholders of the Company, details of such appointments are set out in the circulars of the Company dated 14 May 2014, 15 December 2014, and 10 August 2015, respectively. Apart from the normal professional fees paid to us in connection with the aforesaid appointments, no arrangements exist whereby we had received any fees or benefits from the Company or any other party to the transactions, therefore we consider such relationship would not affect our independence.

– 15 –

LETTER FROM GOLDIN FINANCIAL

We are independent under Rule 13.84 of the Listing Rules to act as the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders in connection with the Supply Agreement and the Proposed Annual Caps.

BASIS OF OUR ADVICE

In formulating our opinions and recommendations, we have reviewed, inter alia, the Supply Agreement, the announcement of the Company dated 26 February 2016, the annual report of the Group for the year ended 31 December 2014 (the “ Annual report 2014 ”) and the interim report of the Group for the six months ended 30 June 2015 (the “ Interim Report 2015 ”). We have also reviewed certain information provided by the management of the Company relating to the operations, financial conditions and prospects 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 Agreement, the financials, the businesses and future outlook of the Group. We have taken reasonable steps to ensure that such information and statements, and any representation made to us, which we have relied upon in formulating our opinions, are true, accurate and complete in all material respects as of the date hereof and the Shareholders will be notified of any material changes (if any) as soon as possible.

The Directors collectively and individually accept full responsibility for the accuracy of the information contained in the Circular and confirm, having made all reasonable inquiries, that to the best of their knowledge, opinions expressed in the Circular have been arrived at after due and careful consideration and there are no other facts not contained in the Circular, the omission of which would make any statement herein or 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 the Supply Agreement and 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 reason 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, conducted an independent verification of the information nor have we conducted any form of in-depth investigation into the businesses and affairs or other prospects of the Group or its associates. Our opinion was 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 considerations of the Supply Agreement and the Proposed Annual Caps. This letter, 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.

– 16 –

LETTER FROM GOLDIN FINANCIAL

PRINCIPAL FACTORS AND REASONS CONSIDERED

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

1. Background to and reasons for entering into the Supply Agreement

The Company is principally engaged in the production and sale of float sheet glass and ultra-thin electronic glass. Triumph Technology is an indirect controller of the Company and is principally engaged in the research and development, production, processing, transfer and sale of construction materials and raw materials, etc.

We were given to understand from the management of the Company that, the Company has been gradually increasing its business focus on its ultra-thin glass substrate products during the last few years. And also, the Company has been actively conducting research and development regarding the new product which is incorporated with strong creativity, high technical content and such intellectual property owned by the Company.

According to the Annual Report 2014, CLFG Longhai Electronic Glass Limited* (洛玻集團洛陽龍海電子玻璃有限公司), one of the wholly-owned subsidiaries of the Company, successfully launched the stable production of the 0.33mm ultra-thin electronic float glass, which was the thinnest of its kind in the PRC, in January 2014. Also, the Company launched the production of 0.40mm ultra-thin electronic float glass during the reporting period, which raised the ultra-thin glass varieties of the Company, strengthening the competitiveness of the Company. In addition, according to the Interim Report 2015, the Company successfully made the new product of the 0.25mm ultra-thin float glass which was the thinnest glass in the PRC, in March 2015. We are therefore of the view that it would therefore increase the demand of sodium carbonate of the Group.

In light of the Company’s principal business in the production and sale of float sheet glass and ultra-thin electronic glass and the expansion in the production capacity of ultra-thin glass products and sodium carbonate being one of the raw materials for the production of glass, we are of the view that the demand of sodium carbonate of the Group would increase and the entering into of the Supply Agreement enables the Company to meet its normal production need.

Having considered that (i) the Company requires sodium carbonate as raw materials for its production purposes; and (ii) the expansion in the production capacity of ultra-thin glass products of the Group further increase the demand of sodium carbonate; and (iii) the entering into of the Supply Agreement would secure a constant and stable supply of sodium carbonate which is an essential element for the Company’s production, we are of the view that the entering into of the Supply Agreement is in the usual and ordinary course of business of the Group and is in the interests of the Company and the Shareholders as a whole.

– 17 –

LETTER FROM GOLDIN FINANCIAL

2. Principal terms of the Supply Agreement

The pricing mechanism

– 18 –

LETTER FROM GOLDIN FINANCIAL

As discussed above, after the Company obtained quotations from different sodium carbonate suppliers, the Company will then compare the quotations with the reference market price obtained from certain websites of the glass and chemical industries, we have reviewed the aforementioned websites, and noted that www.glassnets.com is an online public platform hosted by the China Architectural and Industrial Glass Association, while www.chem365.net is a market information platform hosted by Zhongyu Information Technology Company Limited (“ Zhongyu Info ”). China Architectural and Industrial Glass Association was granted to found by State-Administration for Building Materials Industry of the PRC in 1986 and approved to register by the Ministry of Civil Affairs of the PRC in 1992. It is a nationwide social non-profit organization consisting of all kinds of production, distribution, application and related supplementary enterprises of flat glass, rolled glass, tempered glass, sealed insulating glass, coated glass, glass mosaic, quartz glass, glass beads, photovoltaic glass, hollow glass block, glass machinery & equipment, art glass, etc., as well as relevant colleges, scientific research and design institutes based on their own aspiration. In addition, Zhongyu Info, founded in 2005, which specializes in bulk commodities advisory services. Zhongyu Info currently owns (i) a market information platform which is monitoring more than 200 kinds of products, which is an important reference for energy and chemical companies to make daily operational decisions; (ii) a data application platform collects and processes the basic bulk commodities data which is large in number with complex types and low value density,

– 19 –

LETTER FROM GOLDIN FINANCIAL

then combines the data with advanced data visualization technology to provide users with big data analysis of industries, and regularly prepares data analysis report on various industries, which is a reliable source of information for enterprises to carry out in-depth analysis of industry development; and (iii) a spot trading platform, relying on the mass customer resources of Zhongyu Info, builds up an online-offline integrated large-scale e-commerce trading platform, covering a variety of service forms including supply and demand posting, spot auction, and deal making, which is an effective channel for enterprises to promote marketing and carry out market development. According to the website of Zhongyu Info, it has nearly one million registered users, and is serving enterprises from many countries and regions all over the world.

In assessing the fairness and reasonableness of the pricing mechanism of the sodium carbonate offered by Triumph Technology under the Supply Agreement, we have requested the Company to provide all sodium carbonate purchase records (i.e. agreements, purchase invoices and transportation invoices) of which the transactions of sodium carbonate were conducted between the Company and independent third parties of the Company in 2015 (the “ Sodium Carbonate Purchase Records ”). In addition, we have also obtained all the historical transaction records (i.e. agreements and purchase invoices) of the transactions of sodium carbonate between the Company and Triumph Technology in the month of December 2015 (the “ Historical Transaction Records ”) and compared alongside the Sodium Carbonate Purchase Records in the reason of making a reference to reflect the purchase price of the transactions of sodium carbonate contemplated between the Company and Triumph Technology. Taking into account that all of the Historical Transaction Records are the historical transactions relevant to the transaction contemplated under the Supply Agreement, we are of the view that these Historical Transaction Records are fair and representative. Based on our review, we noted that the prices charged under the Historical Transaction Records are no less favourable to the Company, than those under the Sodium Carbonate Purchase Records. We have also compared the purchase orders with payment terms and noted that the payment terms under the Historical Transaction Records are no less favourable to the Company than those under the Sodium Carbonate Purchase Records.

Taking into consideration that (i) the transactions contemplated under the Supply Agreement will be carried out by the Group in its ordinary and usual course of business; (ii) the prices charged under the Historical Transaction Records are no less favourable to the Company than those under the Sodium Carbonate Purchase Records, and that the payment terms of the Historical Transaction Records are on normal commercial terms and are no less favourable to the Company than those under the Sodium Carbonate Purchase Records; and (iii) the internal control policies and methods and procedures in place, details of which are set out below in the section headed “Measures of internal control for the Supply Agreement”, to ensure that the transaction of sodium carbonate will be conducted on normal commercial terms and not prejudicial to the interests of the Company and the Shareholders as a whole, we are of the view that the terms (including the pricing basis) of the Supply Agreement are fair and reasonable so far as the Company and the Independent Shareholders are concerned and that the entering into of the Supply Agreement is in the interests of the Company and the Shareholders as a whole.

– 20 –

LETTER FROM GOLDIN FINANCIAL

Measures of internal control for the Supply Agreement

(i) the Company has adopted and implemented a management system on connected transactions. According to the system, the office of the Board and finance department are responsible for the information gathering on and monitoring of connected transactions, and conducting evaluation on the fairness of the transaction terms and the pricing terms;
(ii) the independent non-executive Directors of the Company would review the continuing connected transaction under the Supply Agreement to ensure such agreement is entered into on normal commercial terms, is fair and reasonable, and is carried out pursuant to the terms of such agreement. The auditors of the Company would also conduct an annual review on the pricing and annual caps of the continuing connected transaction under the Supply Agreement; and
(iii) the internal audit department of the Company will conduct periodical monitoring and evaluation on whether the procedures of connected transactions are conformed with the internal control requirements of the Company.

Having considered that review and assessment of the terms of the transactions contemplated under the Supply Agreement will be conducted independently by different parties within the Company including but not limited to the finance department, the office of the Board and the audit department, we are of the view that sufficient internal control policies are in place to ensure the Company’s conformity with the pricing and payment terms under the Supply Agreement, and that the methods and procedures adopted by the Company can ensure that the purchase of sodium carbonate will be respectively conducted on normal commercial terms and not prejudicial to the interests of the Company and the Shareholders as a whole.

– 21 –

LETTER FROM GOLDIN FINANCIAL

3. The Proposed Annual Caps

Table 1 below summaries the Proposed Annual Caps for the two years ending 31 December 2017 for the transactions contemplated under the Supply Agreement.

Table 1: The Proposed Annual Caps

	For the year ending 31 December	For the year ending 31 December
	2016	2017
	*RMB’000*	RMB’000
Proposed Annual Caps	43,000	43,000

The historical transaction amount paid or payable by the Group in respect of its purchase of sodium carbonate from Triumph Technology in the month of December 2015 was approximately RMB5,922,000. This was the only historical transaction relevant to the transaction contemplated under the Supply Agreement. As discussed in the Letter from the Board, in order to maintain the inventory level of sodium carbonate of each production line, and the Company predicted that the price of sodium carbonate would rise, the Company purchased at the right moment and made a larger amount of purchase to reduce the procurement cost. The demand for the final glass products is definitely not the same for every month, so is the demand for the raw material of sodium carbonate.

The Company expects that the proposed annual cap for the Supply Agreement for each of the Company’s financial years ending 31 December 2016 and 31 December 2017 will not exceed RMB43,000,000 (equivalent to approximately HK$50,310,000). The Proposed Annual Caps for the two years ending 31 December 2017 were determined after taking into account the above historical figure of the relevant transaction, the estimated annual purchase of 26,400 tons of sodium carbonate from Triumph Technology before the end of 2016 and 2017, and the estimated market price of sodium carbonate of around RMB1,600 per ton.

The Company is principally engaged in the production and sale of float sheet glass and ultra-thin electronic glass, and sodium carbonate is one of the raw materials for the production of glass. We have reviewed the circular of the Company dated 10 August 2015 in relation to, among others, the acquisition, disposal and connected transactions of the Company and noted that upon the completion of the asset restructuring of the Group by the end of 2015, the Group has a new production line of ultra-thin glass resulting from the acquisition of Bengbu China Building Information Display Materials Co. Ltd. (蚌埠中建材信息顯示材料有限公司). As discussed with the management of the Company, we were given the understanding that the Company currently has a total of three production lines (namely, the production lines of CLFG Longmen Glass Company (洛玻集團龍門玻璃有限責任公司), CLFG Longhai Electronic Glass Limited* (洛玻集團洛陽龍海電子玻璃

– 22 –

LETTER FROM GOLDIN FINANCIAL

有限公司), and Bengbu China Building Information Display Materials Co. Ltd.*) with a monthly demand of sodium carbonate of approximately 1,000 tons per month, 600 tons per month and 600 tons per month, respectively (a total of 2,200 tons per month). As such we are of the view that by adding a new production line of ultra-thin glass, there is a need for the Group to have a stable and consistent supply of sodium carbonate resulting from the expansion in the production capacity of ultra-thin glass products.

Furthermore, on 14 November 2014, the Group entered into a sale and purchase framework agreement with Anhui Fangxing Science & Technology Company Limited, pursuant to which the Company agreed to supply ultra-thin float glass to Anhui Fangxing Science & Technology Company Limited and its subsidiaries. We are therefore of the view that the demanded quality of sodium carbonate could enable the three production lines to be operated under full production capacity in order to produce and supply ultra-thin glass products to its customers.

We have also conducted research on information from public domain regarding the prospect of glass production industry. According to the About Industrial Restructuring the Upgrading Plan 2011–2015 (《關於工業轉型升級規劃(2011–2015)》) published by the State Council of the PRC in 2011, lagged glass productions would be eliminated whereas new material productions such as ultra-thin glass substrate production and other energy-saving glass production would be highly emphasised. Based on the Development Action Plan for the New Model Display Equipment Industry 2014–2016 (《2014–2016年新型顯示產業創新發展行動計劃》) jointly issued by the National Development and Reform Commission of the PRC and the Ministry of Industry and Information Technology of the PRC in 2014, it is part of the national plan to stimulate the development of the domestic manufacturers by raising the domestic procurement rate of the production of small and mid-size display units to 60% and that of the production of large-size LCD to 30% for 2016. Accordingly, the domestic demand of flat panel displays and hence the demand of ultra-thin glass substrate in the PRC are expected to increase in the near future, further demonstrating the potential growth in the PRC ultra-thin glass substrate market.

We were given to understand that in deciding the Proposed Annual Caps, since there is no prevailing market price for sodium carbonate that can be obtained from government organisation or a recognised exchange, the Company has determined the estimated market price of sodium carbonate of around RMB1,600 per ton with reference to the market price information through communication and enquiries with sodium carbonate manufacturers and business partners within and outside Luoyang region which have had business transactions with the Company in the past and from the popular and widely-used websites of the glass and chemical industries such as www.glassnets.com and www.chem365.net. We have reviewed the Sodium Carbonate Purchase Records, and noted that the price of sodium carbonate in the Sodium Carbonate Purchase Records was fluctuating in 2015 and the maximum of that represents a premium of approximately 28.44% to that of the minimum per ton. We also noted that the estimated market price of sodium carbonate of around RMB1,600 per ton in the Proposed Annual Caps represents a premium of approximately 45.71% to that of the average of approximately RMB1,098.04 per ton.

– 23 –

LETTER FROM GOLDIN FINANCIAL

As discussed in the Letter from the Board, due to the downward pressure on the PRC economy, the PRC government would increase its effort in reforming the supply side to reduce inventory. The growth rate in production capacity of the sodium carbonate industry has been slowing down, and some manufacturers have withdrawn from the sodium carbonate industry. We have conducted research on information from the public domain regarding the current market information of sodium carbonate. According to an article published by Shanghai Securities News (Shanghai Securities News, owned by Xinhua News Agency, which is a leading financial newspaper in the PRC and the China Securities Regulatory Commission’s designated channel for disclosure of listed companies in the PRC) on 13 January 2016 (http://news.cnstock.com/news/sns_bwkx/201601/3681170.htm), the inventory of sodium carbonate held by manufacturers will remain at low level and will be mainly supplied to long-term customers, causing an expected shortfall in supply. The article also include the current quotation price of sodium carbonate of Central PRC (including Luoyang region) with a range from approximately RMB1,320 per ton to approximately RMB1,450 per ton.

Taking into account that (i) the historical purchase price of sodium carbonate of the Company as in the Sodium Carbonate Purchase Records was fluctuating; (ii) the optimistic future prospect of the ultra-thin glass substrate industry in the PRC; and (iii) the inventory of sodium carbonate held by manufacturers will remain at low level and will be mainly supplied to long-term customers, causing an expected shortfall in supply, we are of the view that the setting of the estimated market price of sodium carbonate of around RMB1,600 per ton in the Proposed Annual Caps is acceptable and justified. As such, we are of the view that the assumption of the estimated market price of sodium carbonate of around RMB1,600 per ton is fair and reasonable.

Conclusion

Having considered that (i) the optimistic future prospect of the ultra-thin glass substrate industry in the PRC; and (ii) the entering into of the Supply Agreement would provide a stable and consistent supply of sodium carbonate from Triumph Technology to the Company, we are of the view that the setting and assumptions made by the Company of the Proposed Annual Caps, after making reference to the aforesaid factors are fair and reasonable so far as the Independent Shareholders are concerned and are in the interests of the Company and the Shareholders as a whole.

– 24 –

LETTER FROM GOLDIN FINANCIAL

ANNUAL REVIEW OF THE TRANSACTIONS CONTEMPLATED UNDER THE SUPPLY AGREEMENT

The Proposed Annual Caps will be subject to the annual review by the independent non-executive Directors, details of which must be included in the Company’s subsequent published annual report and accounts. In addition, pursuant to the Listing Rules, the auditors of the Company must provide a letter to the Board confirming, among others, that the transactions contemplated under the Supply Agreement are conducted in accordance with their terms and that the Proposed Annual Caps are not being exceeded. Moreover, pursuant to the Listing Rules, the Company shall publish an announcement if it knows or has reason to believe that the independent non-executive Directors and/or its auditors will not be able to confirm the terms of such transactions or the Proposed Annual Caps not being exceeded. In view of the above, we are of the view that there are appropriate measures in place to govern the conduct of the transactions contemplated under the Supply Agreement and safeguard the interests of the Independent Shareholders.

RECOMMENDATIONS

Having considered the principal factors and reasons above, we are of the opinion that the entering into of the Supply Agreement is in the ordinary and usual course of business of the Group and is in the interests of the Company and the Shareholders as a whole, and that the terms of the Supply Agreement (including the Proposed Annual Caps) are normal commercial terms and are fair and reasonable so far as the Company and the Independent Shareholders are concerned, and are in the interests of the Company and the Shareholders as a whole. Accordingly, we recommend the Independent Shareholders, and we recommend the Independent Board Committee to advise the Independent Shareholders, to vote in favour of the ordinary resolutions to be proposed at the EGM for approving the Supply Agreement and the Proposed Annual Caps.

Yours faithfully, For and on behalf of Goldin Financial Limited Billy Tang Director

Notes: Mr. Billy Tang is a licensed person registered with the Securities and Futures of Hong Kong and a responsible officer of Goldin Financial to carry out type 6 (advising on corporate finance) regulated activity under the SFO. He has over 10 years of experience in the corporate finance profession.

For the purpose of this letter, the following exchange rate is used: RMB1.00 = HK$1.17.

for identification purposes only

– 25 –

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 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 in this circular 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 execuive of the Company has an interest or short positions in any shares, underlying shares or debentures of the Company or any associated corporations (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 Direcotrs, 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 Issuers.

As at the Latest Practicable Date, none of the Directors was a director or employee of a company which had an interest or short position in the shares or 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.

As at the Latest Practicable Date, so far as the Directors were aware, none of the Directors or their respective close associates were considered to have interest in any business which competes or may compete with the business of the Company which would be required to be disclosed under Rule 8.10 of the Listing Rules as if each of them was a controlling shareholder.

As at the Latest Practicable Date, none of the Directors had any interest, direct or indirect, in any assets which had been acquired or disposed of by, or leased to any member of the Group, or were proposed to be acquired or disposed of by, or leased to any member of the Group since 31 December 2014, the date to which the latest published audited consolidated financial statements of the Group were made up.

– 26 –

GENERAL INFORMATION

APPENDIX

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

(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% 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.

						Approximate
				Approximate		percentage	Approximate
				percentage of		of the total	percentage of
				the total issued	Number of	issued domestic	the total issued
		Nature of	Number of	H share capital	domestic	share capital	share capital
Name of Shareholder	Capacity	interests	H shares held	of the Company	shares held	of the Company	of the Company
				(%)		(%)	(%)
CLFG	Beneficial owner	Corporate interest	–	–	174,018,242	62.88	33.04
CNBMG_(Note 1)_	Interest in controlled	Corporate interest
	corporation		–	–	174,018,242	62.88	33.04
Segantii Capital	Investment manager	Corporate interest
Management Limited			17,236,000	6.89	–	–	3.27
Triumph Technology	Interest in controlled	Corporate interest
(Note 1)	corporation		–	–	174,018,242	62.88	33.04

Notes:

These 174,018,242 domestic shares are registered and owned by CLFG. CNBMG is the beneficial owner of CLFG. CNBMG holds 53.64% and 19.00% (totally holding 72.64%) equity interest in CLFG through wholly-owned subsidiaries, Triumph Technology and Bengbu Institute respectively. CNBMG is therefore deemed to be interested in 174,018,242 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).

– 27 –

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 2014, the date to which the latest published audited consolidated financial statements of the Group were made up.

5. QUALIFICAITON OF EXPERT

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

6. CONSENT OF EXPERT

Goldin Financial has given and has not withdrawn its written consent to the issue of this circular with the inclusion of its letter and reference to its name in the form and context in which they appear.

7. INTERESTS OF EXPERT

As at the Latest Practicable Date, Goldin Financial had 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 had no direct or indirect interest in any assets acquired or disposed of by or leased to any member of the Group or was proposed to be acquired or disposed of by or leased to any member of the Group since 31 December 2014, being the date to which the latest published audited consolidated financial statements of the Group were made up.

8. DOCUMENTS AVAILABLE FOR INSPECTION

Copies of the Supply 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.

9. MISCELLANEOUS

(a) All references to times and dates in this circular refer to Hong Kong times and dates.
(b) The English text of this circular shall prevail over its Chinese text.

– 28 –

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING 2016

==> picture [280 x 136] intentionally omitted <==

＊

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING 2016

NOTICE IS HEREBY given that the First Extraordinary General Meeting 2016 (the “ EGM ”) of Luoyang Glass Company Limited (the “ Company ”) will be held at the conference room of the Company on 3rd 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 15 April 2016 for the purpose of considering and, if thought fit, passing the following resolutions:

Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the announcements of the Company dated 26 February 2016 (the “ Announcements ”).

A. ORDINARY RESOLUTIONS:

To consider and approve the Supply Agreement entered into between the Company and Triumph Technology (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, its proposed annual caps, and the transactions contemplated thereunder and the implementation thereof; and
To approve, ratify and confirm any one of the Directors for and on behalf of the Company, 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 Agreement.

– 29 –

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING 2016

B. SPECIAL RESOLUTION:

To consider and approve the proposed amendments to Articles 19, 20 and 23 of the Articles of Association to reflect the change in the registered capital and total shares of the Company.

For details of the foregoing resolutions, please refer to the Announcements.

By order of the Board **LUOYANG GLASS COMPANY LIMITED* Zhang Chong**

Chairman

Luoyang, the PRC 26 February 2016

As at the date of this notice, the Board comprises four executive Directors: Mr. Zhang Chong, Mr. Ni Zhisen, Mr. Wang Guoqiang and Mr. Ma Yan; three non-executive Directors: Mr. Zhang Chengong, Mr. Xie Jun and Mr. Tang Liwei; and four independent non-executive Directors: Mr. Jin Zhanping, Mr. Liu Tianni, Mr. Ye Shuhua and Mr. He Baofeng.

For identification purposes only

– 30 –

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING 2016

Notes:

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 15 March 2016, are entitled to attend and vote at the EGM. The register of members of the Company’s H shares will be closed from 16 March 2016 to 15 April 2016 (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 meeting. 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 1712-1716, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 4:00 p.m. on 15 March 2016.
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.
The principal Shareholder 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 the event that the proxy form is signed by the attorney of the principal, the power of attorney or other authorisation documents must be notarised by the notary public. The proxy form together with the copies of such power of attorney or authorisation documents as notarised by the notary public shall be effective only if the same be delivered to the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, at Rooms 1712-1716, 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, not less than 24 hours before the time appointed for the 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 25 March 2016 by courier, mail or facsimile.
Shareholders or their proxies shall produce their proofs of identity when attending the EGM. A proxy of Shareholder who is appointed to attend the meeting shall produce the proxy form at the same time.
The EGM is expected to last for no more than one day. Shareholders and their proxies attending the EGM should be responsible for their own travelling and accommodation expenses.
The registered address of the Company is as follows:

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

– 31 –

AI assistant

RoboSense Technology Co., Ltd — Proxy Solicitation & Information Statement 2016

50628_rns_2016-03-29_a5cb7d96-f202-4390-b78f-050ef2ad3d5c.pdf

(1) CONTINUING CONNECTED TRANSACTION; AND

(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

TABLE OF CONTENTS

DEFINITIONS

(1) CONTINUING CONNECTED TRANSACTION; AND

(2) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

INTRODUCTION

(1) Continuing Connected Transaction

Details of the Supply Agreement

Pricing standards of the transactions contemplated under the Supply Agreement

Historical figures and the Proposed Annual Caps for the transactions under the Supply Agreement

Basis for the Proposed Annual Caps under the Supply Agreement

Historical figure and estimated annual purchase

Estimated Market Price

Measure of internal control

Reasons for entering into the Supply Agreement

Information of the Company and Triumph Technology

Listing rules implications

Independent Board Committee and Independent Financial Adviser

(2) Proposed Amendments to the Articles of Association

Article 19

Article 20

Article 23

EGM

RECOMMENDATIONS

ADDITIONAL INFORMATION

Zhang Chong

CONTINUING CONNECTED TRANSACTION

Yours faithfully,

Goldin Financial Limited

CONTINUING CONNECTED TRANSACTIONS

INTRODUCTION

THE INDEPENDENT BOARD COMMITTEE

BASIS OF OUR ADVICE

PRINCIPAL FACTORS AND REASONS CONSIDERED

1. Background to and reasons for entering into the Supply Agreement

2. Principal terms of the Supply Agreement

The pricing mechanism

Measures of internal control for the Supply Agreement

3. The Proposed Annual Caps

Table 1: The Proposed Annual Caps

Conclusion

ANNUAL REVIEW OF THE TRANSACTIONS CONTEMPLATED UNDER THE SUPPLY AGREEMENT

RECOMMENDATIONS

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. QUALIFICAITON OF EXPERT

Name Qualification

6. CONSENT OF EXPERT

7. INTERESTS OF EXPERT

8. DOCUMENTS AVAILABLE FOR INSPECTION

9. MISCELLANEOUS

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING 2016

A. ORDINARY RESOLUTIONS:

B. SPECIAL RESOLUTION:

By order of the Board LUOYANG GLASS COMPANY LIMITED* Zhang Chong

More from RoboSense Technology Co., Ltd

RoboSense Technology Co., Ltd Proxy Solicitation & Information Statement 2016

By order of the Board **LUOYANG GLASS COMPANY LIMITED* Zhang Chong**