RoboSense Technology Co., Ltd - Proxy Solicitation & Information Statement 2019

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 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.

＊

(1) PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

AND

(2) CONNECTED TRANSACTIONS – SHARE BUY-BACKS

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 notice convening the H Share Class Meeting of the Company to 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 PRC at 10:00 a.m. on 21 June 2019 (Friday) (or immediately after the A Share Class Meeting of the Company to be convened and held on the same date and at the same place) is set out on pages 38 to 40 of this circular.

The forms of proxy for use at the AGM and the H Share Class Meeting were despatched to the Shareholders and published on the website of The Stock Exchange of Hong Kong Limited (http://www.hkexnews.hk) on 6 May 2019. Whether or not you are able to attend the AGM and/or the H Share Class Meeting in person, you are requested to complete and return the forms of proxy in accordance with the instructions printed thereon to the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, 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 AGM and/or the H Share Class Meeting or any adjournment thereof. Completion and return of the forms of proxy will not preclude you from attending and voting in person at the AGM and/or the H Share Class Meeting or any adjournment thereof should you so wish.

30 May 2019

For identification purposes only

TABLE OF CONTENTS

Page DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ii LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 APPENDIX I – PR OPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 APPENDIX II – NOTICE OF ANNUAL GENERAL MEETING 2018 . . . . . . . . . . . . . . . . . . . . . . 35 APPENDIX III – NOTICE OF THE 2019 FIRST H SHARE CLASS MEETING . . . . . . . . . . . . . . 38

– i –

DEFINITIONS

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

“AGM” the annual general meeting of the Company to be convened at 9:00 a.m. on Friday, 21 June 2019 for the Shareholders to consider and, if thought fit, approve, among other things, the relevant resolutions on the Proposed Amendments to the Procedural Rules of the Board and the Share Buy-backs
“A Share(s)” domestic ordinary share(s) with a par value of RMB1.00 each in the share capital of the Company which are listed on the SSE and traded in RMB
“A Shareholder(s)” holder(s) of the A Share(s) “A Share Class Meeting” the class meeting of the A Shareholders to be held by the Company at 9:30 a.m. on Friday, 21 June 2019 (or immediately after the AGM) for the A Shareholders to consider and, if thought fit, approve, among other things, the relevant resolutions on the Share Buy-backs
“Bengbu Institute” CNBM Bengbu Design & Research Institute for Glass Industry Co., Ltd* ( 中建材蚌埠玻璃工業設計研究院有限公司 ), a company incorporated in the PRC with limited liability, the substantial Shareholder of the Company and a wholly-owned subsidiary of Triumph Group
“Board” the board of the Directors “Circular” the circular of the Company dated 11 October 2017 in relation to, among other things, (a) very substantial acquisitions and connected transactions; (b) proposed issuance and placing of A shares; and (c) application for whitewash waiver
“Class Meetings” the A Share Class Meeting and the H Share Class Meeting
“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 substantial Shareholder of the Company

– ii –

DEFINITIONS

“CNBMG”

“Company”
“connected person(s)”
“Consideration Share(s)”
“Director(s)”
“First PG Indemnity Agreement”
“First SP Agreement”
“GCL System Integration”
“Group”

China National Building Materials Group Co., Ltd.* (中國建材集團有限公司), a wholly state-owned enterprise incorporated in the PRC and the ultimate controlling Shareholder of the Company

Luoyang Glass Company Limited* (洛陽玻璃股份有限公司), a joint stock company incorporated in the PRC with limited liability, the H Shares and the A Shares of which are listed on the main board of the Stock Exchange (stock code: 1108) and the SSE (stock code: 600876) respectively

has the same meaning as ascribed to it under the Listing Rules

a total of 33,030,516 A Shares, issued by the Company to (i) CLFG and Hefei High-Tech pursuant to the First SP Agreement to settle the consideration of the acquisition of 100% equity interest in Hefei New Energy; (ii) Huaguang Group, Bengbu Institute and International Engineering pursuant to the Second SP Agreement to settle the consideration of the acquisition of 100% equity interest in Tongcheng New Energy; and (iii) Triumph Group, Yixing Environmental Technology and GCL System Integration pursuant to the Third SP Agreement to settle the consideration of the acquisition of 70.99% equity interest in Yixing New Energy

director(s) of the Company

has the same meaning as ascribed to it in the Circular

GCL System Integration Technology Co., Ltd.* (協鑫集成科技股份有限公司), a joint stock company incorporated in the PRC with limited liability and the shares of which are listed on the Shenzhen Stock Exchange

the Company and its subsidiaries

– iii –

DEFINITIONS

“Guarantors” including (i) CLFG and Hefei High-Tech, (ii) Huaguang Group, Bengbu Institute and International Engineering, and (iii) Triumph Group, Yixing Environmental Technology and GCL System Integration
“H Share(s)” overseas listed foreign share(s) with a par value of RMB1.00 each in the share capital of the Company, listed on the main board of the Stock Exchange and traded in Hong Kong dollars
“H Share Class Meeting” the class meeting of the H Shareholders to be held by the Company at 10:00 a.m. on Friday, 21 June 2019 (or immediately after the A Share Class Meeting) for the H Shareholders to consider and, if thought fit, approve the relevant resolutions on the Share Buybacks
“H Shareholder(s)” holder(s) of the H Share(s)
“Hefei High-Tech” Hefei High-Tech Construction Investment Group Company* (合肥高新建設投資集團公司), an enterprise under ownership of the whole people incorporated in the PRC
“Hefei New Energy” CNBM (Hefei) New Energy Company Limited* (中建材（合肥）新能源有限公司), a wholly-owned subsidiary of the Company
“HK$” Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”
Hong Kong Special Administrative Region of the PRC
“Huaguang Group” Anhui Huaguang Photoelectricity Materials Technology Group Co., Ltd.* (安徽華光光電材料科技集團有限公司), a company incorporated in the PRC with limited liability
“International Engineering” China Triumph International Engineering Co., Ltd.* (中國建材國際工程集團有限公司), a company incorporated in the PRC with limited liability
“Independent Shareholders” Shareholders other than (i) CNBMG and its associate(s); (ii) parties acting in concert with CNBMG; and (iii) all other parties (if any) who are interested or involved in the Share Buy-backs

– iv –

DEFINITIONS

“Independent Third Party(ies)”
any person(s) or company(ies) and their respective ultimate beneficial owner(s) whom, to the best of the Directors’ knowledge, information and belief having made all reasonable enquiries, are third parties independent of the Company and its connected persons
“Latest Practicable Date”
24 May 2019, being the latest practicable date for the purpose of ascertaining certain information contained in this circular prior to its publication
“Listing Rules”
the Rules Governing the Listing of Securities on the Stock Exchange
“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
“Profit Guarantee”
the profit guarantee provided by the respective Vendors under the Proposed Acquisitions Agreements to the Company in respect of the net profit attributable to equity holders of the respective Target Companies after deduction of extraordinary profit or loss during each of the three financial years ending 31 December 2018, 31 December 2019 and 31 December 2020, details of which are set out in the subsection headed “Profit Guarantee” under the section “(1) THE PROPOSED ACQUISITIONS” in the Letter from the Board contained in the Circular
“Profit Guarantee Indemnity Agreements”
the First PG Indemnity Agreement, the Second PG Indemnity Agreement and the Third PG Indemnity Agreement, as supplemented by the respective Supplemental PG Indemnity Agreements
“Profit Guarantee Period”

the guarantee period under the Profit Guarantee

“Proposed Acquisitions Agreements”
has the same meaning as ascribed to it in the Circular
“Proposed Amendments to the Procedural Rules of the Board”

the proposed amendments to certain articles of the Procedural Rules of the Board of the Company by the Board, particulars of which are set out in Appendix I of this circular

– v –

DEFINITIONS

“RMB”	Renminbi, the lawful currency of the PRC
“Second PG Indemnity Agreement”	has the same meaning as ascribed to it in the Circular
“Second SP Agreement”	has the same meaning as ascribed to it in the Circular
“SFO”	the Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong), as amended from time to time
“Share(s)”	ordinary share(s) of RMB1.00 each in the share capital of the
	Company, including the A Share(s) and the H Share(s)
“Shareholder(s)”	holder(s) of the Share(s)
“Share Buy-backs”	the share buy-backs, according to which, as Hefei New Energy,
	Tongcheng New Energy and Yixing New Energy failed to fulfill
	the Profit Guarantee amount for the year 2018, the Company
	proposes to buy back (i) 3,251,186 A shares from CLFG and
	Hefei High-Tech, (ii) 2,286,961 A shares from Huaguang Group,
	Bengbu Institute and International Engineering, and (iii) 1,862,735
	A shares from Triumph Group, Yixing Environmental Technology
	and GCL System Integration
“Share Buy-backs Code”	the Hong Kong Code on Share Buy-backs
“SSE”	the Shanghai Stock Exchange
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Supplemental PG Indemnity	has the same meaning as ascribed to it in the Circular
Agreements”
“Target Companies”	Hefei New Energy, Tongcheng New Energy and Yixing New
	Energy
“Third PG Indemnity Agreement”	has the same meaning as ascribed to it in the Circular

– vi –

DEFINITIONS

“Third SP Agreement”
“Tongcheng New Energy”
“Triumph Group”
“Yixing Environmental Technology”
“Yixing New Energy”

“%”

has the same meaning as ascribed to it in the Circular

CNBM (Tongcheng) New Energy Materials Company Limited* (中國建材桐城新能源材料有限公司), a wholly-owned subsidiary of the Company

Triumph Technology Group Company* (凱盛科技集團公司), an enterprise under ownership of the whole people incorporated in the PRC and an indirect controlling Shareholder of the Company

Yixing Environmental Technology Innovation Venture Investment Company Limited* (宜興環保科技創新創業投資有限公司), a company incorporated in the PRC with limited liability and a wholly state-owned company

CNBM (Yixing) New Energy Company Limited* (中建材（宜興）新能源有限公司), a subsidiary of the Company, 70.99% of whose shares are held by the Company

Percent

– vii –

LETTER FROM THE BOARD

＊

Executive Directors:

Mr. Zhang Chong (Chairman) Mr. Xie Jun (Vice Chairman) Mr. Ma Yan (General Manager) Mr. Wang Guoqiang Mr. Zhang Rong

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

Non-executive Directors:

Mr. Ren Hongcan Mr. Chen Yong

Independent Non-executive Directors:

Mr. Jin Zhanping Mr. Ye Shuhua Mr. He Baofeng Ms. Zhang Yajuan

30 May 2019

To the Shareholders

Dear Sir or Madam,

(1) PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD AND

(2) CONNECTED TRANSACTIONS – SHARE BUY-BACKS

– 1 –

LETTER FROM THE BOARD

I. INTRODUCTION

References are made to (i) the announcement of the Company dated 29 April 2019 in relation to the Proposed Amendments to the Procedural Rules of the Board, (ii) the announcement of the Company dated 29 April 2019 in relation to its connected transactions (the “ Announcement ”), and (iii) the clarification announcement of the Company dated 30 April 2019 in relation to the Announcement.

The purpose of this circular is to provide you with (i) details of the Proposed Amendments to the Procedural Rules of the Board; (ii) details of the connected transactions – Share Buy-backs; (iii) the notice of AGM and (iv) the notice of H Share Class Meeting.

II. PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

With a view to improving corporate governance, based on the actual circumstances of the Company and with reference to practices in the industry, on 29 April 2019, the resolution on the proposed amendments to certain articles of the Procedural Rules of the Board was considered and approved at the 4th meeting of the 9th session of the Board.

The details of the Proposed Amendments to the Procedural Rules of the Board are set forth in the Appendix I to this circular. After the proposed amendments are made to the Procedural Rules of the Board, the numbering of other original articles shall be accordingly adjusted. As the English version of the Procedural Rules of the Board is an unofficial translation of its Chinese version, the Chinese version shall prevail in case of any discrepancy.

The proposal for the amendments to Procedural Rules of the Board will be effective upon the approval by Shareholders at the AGM as an ordinary resolution.

III. CONNECTED TRANSACTIONS – SHARE BUY-BACKS

Share Buy-backs

Pursuant to the Profit Guarantee Indemnity Agreements entered into between the Company and each of (i) CLFG and Hefei High-Tech, (ii) Huaguang Group, Bengbu Institute and International Engineering, and (iii) Triumph Group, Yixing Environmental Technology and GCL System Integration on 7 February 2017 (as supplemented by the Supplemental PG Indemnity Agreements), the respective Guarantors agreed to provide the Profit Guarantee to the Company for the net profit attributable to equity holders of the respective Target Companies (i.e. Hefei New Energy, Tongcheng New Energy and Yixing New Energy) after deduction of extraordinary profit or loss during the Profit Guarantee Period.

– 2 –

LETTER FROM THE BOARD

Under the Profit Guarantee Indemnity Agreements, the respective Guarantors shall compensate the Company as Hefei New Energy, Tongcheng New Energy and Yixing New Energy failed to fulfill the Profit Guarantee amount for the year 2018. According to the Profit Guarantee Indemnity Agreements, the respective Guarantors shall first indemnify the Company with the respective Shares obtained by them through the significant assets restructuring, while the Company will repurchase such Shares at the total consideration of RMB1.00. If the Shares held by the respective Guarantors through the significant assets restructuring are insufficient to make up the compensation amount for the current period, the deficiency shall be compensated by the respective Guarantors with their own or self-raised cash.

The formula for calculating the compensation amount for the current period is as follows:

The compensation amount = (the accumulated Profit Guarantee Amount as at the end of the current for the current period period of the respective Target Companies – the accumulated Actual Net Profit of the respective Target Companies as at the end of the current period) ÷ the sum of the Profit Guarantee Amount for the respective Target Companies during the Profit Guarantee Period × the acquisition consideration for the respective Target Companies – the accumulated compensated amount
Number of the = Compensation amount for the current period÷the issue price of the compensation shares Consideration Shares for the current period

During the Profit Guarantee Period, in the event of capitalization issue by conversion or bonus issue by the Company, the number of compensation shares shall be adjusted correspondingly based on the following formula:

Number of the = Number of the compensation shares for the current period (before compensation shares adjustment) × (1 + proportion of capitalization issue by conversion (adjusted) for the or bonus issue) current period

In addition, the cash dividend distributed by the Company during the Profit Guarantee Period (if any) shall be correspondingly refunded based on the following formula:

Amount to be refunded = Allocated cash dividend per Share (after tax) as at the date of compensation × number of compensation shares for the current period

– 3 –

LETTER FROM THE BOARD

According to the aforementioned formula of profit compensation, the specific number of Shares to be compensated by the respective Guarantors for the Profit Guarantee in respect of the year 2018 is set out in the following table:

Target Companies Name of Guarantors Hefei New Energy CLFG Hefei High-Tech Sub-total Tongcheng New Energy Huaguang Group Bengbu Institute International Engineering Sub-total Yixing New Energy Triumph Group Yixing Environmental Technology GCL System Integration Sub-total Total	Compensation Amount (RMB) 58,646,392 17,593,915 76,240,307 36,184,629 13,424,085 4,020,514 53,629,228 31,382,940 7,845,732 4,452,454 43,681,126 173,550,661	Number of Compensation Shares (Shares) 2,500,912 750,274 3,251,186
		1,543,055 572,456 171,450 2,286,961
		1,338,292 334,573 189,870 1,862,735
		7,400,882

Therefore, the respective Guarantors shall make performance compensation to the Company with the respective Shares held by them through the significant assets restructuring under the Profit Guarantee Indemnity Agreements. As calculated, the total number of Shares to be compensated by the Guarantors is 7,400,882 (the “ Compensation Shares ”). The Company will repurchase the Compensation Shares in cash at the total consideration of RMB3.00 and cancel such Shares subsequently (the “ Share Cancellation ”).

– 4 –

LETTER FROM THE BOARD

Costs incurred by the respective Guarantors for purchasing the compensation shares

As the Company issued Shares to the respective Guarantors at the price of RMB23.45 per Share, the costs incurred by the respective Guarantors for purchasing the Compensation Shares are as follows:

Guarantors	Costs
	(RMB)
	(approximately)
CLFG	58,646,386
Hefei High-Tech	17,593,925
Huaguang Group	36,184,640
Bengbu Institute	13,424,093
International Engineering	4,020,503
Triumph Group	31,382,947
Yixing Environmental Technology	7,845,737
GCL System Integration	4,452,452

Effect of the share buy-backs and share cancellation on the shareholding structure of the company

The following sets out the shareholding structure of the Company (i) as at the Latest Practicable Date; and (ii) immediately after completion of the Share Buy-backs and Share Cancellation:

– 5 –

LETTER FROM THE BOARD

			(ii) Immediately	after completion
	(i) As at the Latest	Practicable	of the Share Buy-backs and
Shareholders	Date		Share Cancellation
	Number of	Approximate	Number of	Approximate
	Shares	%	Shares	%
A Shares
CNBMG and parties acting in
concert
CLFG	115,115,830	20.56	112,614,918	20.39
Bengbu Institute	71,365,976	12.75	70,793,520	12.82
Huaguang Group	6,377,490	1.14	4,834,435	0.88
International Engineering	708,610	0.13	537,160	0.10
Triumph Group	7,508,991	1.34	6,170,699	1.12
Sub-total of CNBMG and parties
acting in concert	201,076,897	35.92	194,950,732	35.29
Yixing Environmental Technology	1,877,247	0.34	1,524,674	0.28
GCL System Integration	1,065,338	0.19	875,468	0.16
Hefei High-Tech	3,029,276	0.54	2,279,002	0.41
Other A Shareholders	102,748,633	18.35	102,748,633	18.60
Sub-total of the number of A Shares	309,797,391	55.34	302,396,509	54.74
H Shares
HKSCC (Nominees) Limited (Note)	248,730,699	44.43	248,730,699	45.03
Other Public H Shareholders	1,269,301	0.23	1,269,301	0.23
Sub-total of the number of H Shares	250,000,000	44.66	250,000,000	45.26
Total	559,797,391	100	552,396,509	100

Notes:

(1) To the best knowledge of the Company, HKSCC (Nominees) Limited holds the H Shares as the nominee of public H Shareholders.

(2) As at the Latest Practicable Date, none of the Directors is interested in any Shares.

– 6 –

LETTER FROM THE BOARD

Reasons for and benefits of the share buy-backs

As Hefei New Energy, Tongcheng New Energy and Yixing New Energy failed to achieve the Profit Guarantee amount, the Company shall make Share Buy-backs according to the Profit Guarantee Indemnity Agreements.

Information of the Company, CLFG, Hefei High-Tech, Huaguang Group, Bengbu Institute, International Engineering, Triumph Group, Yixing Environmental Technology and GCL System Integration

The principal activities of the Company are production and sales of information display glass and new energy glass. The scope of business includes development, production, manufacture and installation of information display glass, new energy glass, photoelectric material for functionalglass category and its processed products and components, relevant materials, mechanical equipment and its electric appliances and accessories, relevant technical consultancy and technical services, as well as sales and after-sales services of self-produced products.

CLFG, the substantial Shareholder of the Company, is principally engaged in the production and sale of float glass, imports, exports and the domestic sale of processing technology of glass, design and subcontracting of engineering works, labour export and other businesses.

Hefei High-Tech, an Independent Third Party, is principally engaged in five major business sectors including construction of infrastructure, sales of real estate, sales of production facilities, leasing business and disposal of assets.

Huaguang Group, an indirect wholly-owned subsidiary of CNBMG, is principally engaged in manufacturing and sales of float glass, ITO conductive film glass and further processed glass products.

Bengbu Institute, the substantial Shareholder of the Company, and an indirect wholly-owned subsidiary of CNBMG, is principally engaged in engineering management and services sector, manufacture of equipment sector, new materials sector and new glass sector (including ITO conductive film glass, TFT-LCD glass and float glass).

– 7 –

LETTER FROM THE BOARD

International Engineering, an associate of CNBMG, is principally engaged in engineering technology research and service, which mainly includes general contracting business of glass, cement and new energy and engineering project design business.

Triumph Group, a direct wholly-owned subsidiary of CNBMG, is principally engaged in glass sector, new materials sector, new energy sector, new equipment sector and project management sector.

Yixing Environmental Technology, an Independent Third Party, is principally engaged in the business of investment venture.

GCL System Integration, an Independent Third Party, is principally a collective supplier for an integrated photovoltaic electricity station with a “Design + Products + Services” system with research and development in technology, optimization of design, collective system, support to financial services and operation and maintenance services.

Implications under the Share Buy-back Code and Listing Rules

As disclosed in the Circular, the repurchase mechanism under the Profit Guarantee Indemnity Agreements falls within the definition of “exempt share buy-back” under the Share Buy-backs Code and shall not constitute an off-market share buy-back given that the Share Buy-backs by the Company will be conducted in accordance with the terms of the Profit Guarantee Indemnity Agreements, such that prior consent from the respective owners of the Shares for such repurchase by the Company will not be required.

As at the Latest Practicable Date, CLFG, the substantial Shareholder of the Company, was interested in 115,115,830 A Shares, representing approximately 20.56% of the total issued share capital of the Company, and Bengbu Institute was interested in 71,365,976 A Shares, representing approximately 12.75% of the total issued share capital of the Company. Bengbu Institute directly holds 19% equity interest in CLFG and Bengbu Institute is an indirect wholly-owned subsidiary of CNBMG, a wholly state-owned enterprise incorporated in the PRC, which through its another wholly-owned subsidiary, indirectly holds approximately 53.64% interest in CLFG. Therefore, CNBMG is the ultimate controlling Shareholder of the Company and deemed to be interested in 186,481,806 A Shares held by CLFG and Bengbu Institute by virtue of the SFO, representing approximately 33.31% of the total issued share capital of the Company. As at the Latest Practicable Date, Bengbu Institute is the substantial Shareholder of the Company and an indirect subsidiary of CNBMG and each of CLFG, Huaguang Group and Triumph Group is either a direct or indirect subsidiary of CNBMG and International Engineering is an associate of CNBMG. Therefore, each of CLFG, Huaguang Group, Bengbu Institute, Triumph Group and International Engineering is regarded as a connected person of the Company.

– 8 –

LETTER FROM THE BOARD

As all the applicable percentage ratios (as defined in Rule 14.07 of the Listing Rules) under the Share Buy-backs are more than 0.1% but less than 5%, the Share Buy-backs are subject to the reporting and announcement requirements, but exempt from independent shareholders’ approval requirement under Chapter 14A of the Listing Rules. However, in accordance with the articles of association of the Company and as disclosed in the Circular, the Company will propose relevant resolutions on the Shares Buy-backs at the AGM and the Class Meetings for the Independent Shareholders to consider.

Relevant resolutions on the Share Buy-backs include (i) the buy-backs of 3,251,186 A shares from CLFG and Hefei High-Tech, (ii) the buy-backs of 2,286,961 A shares from Huaguang Group, Bengbu Institute and International Engineering and (iii) the buy-backs of 1,862,735 A shares from Triumph Group, Yixing Environmental Technology and GCL System Integration under the Profit Guarantee Indemnity Agreements as Hefei New Energy, Tongcheng New Energy and Yixing New Energy failed to fulfill the Profit Guarantee amount for the year 2018, and (iv) the grant of authorisation to the Board to handle the share repurchase, cancellation, registered capital reduction and other relevant matters, amendments to relevant articles of Articles of Association of the Company in respect of total share capital and equity structure, and the implementation of relevant registration and filing procedures inside or outside the PRC.

CNBMG and parties acting in concert with it and Shareholders who are interested in or involved in the Share Buy-backs will abstain from voting on the relevant resolutions on the Share Buy-backs at the AGM and the Class Meetings. Save for CNBMG and parties acting in concert with it, Hefei High-Tech, Yixing Environmental Technology and GCL System Integration, there is no other Shareholder who is interested or involved in the Share Buy-backs.

Mr. Zhang Chong, the chairman of the Board, Mr. Xie Jun, an executive Director, Mr. Chen Yong and Mr. Ren Hongcan, non-executive Directors of the Company, have abstained from voting in respect of the Share Buy-backs at the Board meeting(s) due to the fact that they have connected relationship with the substantial Shareholder(s) or indirect controlling Shareholder(s) of the Company and are therefore not regarded as independent to make any recommendation to the Board.

The relevant resolutions on the Share Buy-backs shall only be approved by two thirds or more of votes casted by the Independent Shareholders attending the AGM and the Class Meetings by way of poll as a special resolution. The Share Buy-backs and the relevant formalities under the PRC laws and regulations shall take place as soon as possible upon approval by the Independent Shareholders.

– 9 –

LETTER FROM THE BOARD

IV. AGM AND H SHARE CLASS MEETINGS

The AGM will be held to consider and, if thought fit, approve (among others) (i) the Proposed Amendments to the Procedural Rules of the Board and (ii) the Share Buy-backs. The Class Meetings will be held by the Company to consider and, if thought fit, pass the resolutions related to the Share Buy-backs. The voting at the AGM and the Class Meetings shall be conducted by way of poll. As stated above, CNBMG and parties acting in concert with it and Shareholders who are interested or involved in the Share Buy-backs will abstain from voting on the relevant resolutions to be proposed at the AGM and the Class Meetings.

A notice convening the AGM to be held at 9:00 a.m. on 21 June 2019 (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 was published by the Company on 6 May 2019 and is set out on pages 35 to 37 of this circular. A notice convening the H Share Class Meeting to 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 PRC at 10:00 a.m. on 21 June 2019 (Friday) (or immediately after the A Share Class Meeting) was published by the Company on 6 May 2019 and is set out on pages 38 to 40 of this circular.

The forms of proxy for use at the AGM and the H Share Class Meeting were despatched to the Shareholders and published on the website of The Stock Exchange of Hong Kong Limited (http:// www.hkexnews.hk) on 6 May 2019. Whether or not you are able to attend the AGM and/or the H Share Class Meeting in person, you are requested to complete and return the forms of proxy in accordance with the instructions printed thereon to the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wan Chai, 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 AGM and/or the H Share Class Meeting or any adjournment thereof. Completion and return of the forms of proxy will not preclude you from attending and voting in person at the AGM and/or the H Share Class Meeting or any adjournment thereof should you so wish.

V. RECOMMENDATION

The Directors are of the view that the Proposed Amendments to the Procedural Rules of the Board is in the interests of the Company and the Shareholders as a whole.

– 10 –

LETTER FROM THE BOARD

Given the Share Buy-backs are entered into on normal commercial terms and arrived at after arm’s length negotiations between the parties thereto, the Board (including independent non-executive Directors) are of the view that the terms of the Share Buy-backs are on normal commercial terms and in the ordinary and usual course of business of the Company, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

As a result, the Directors recommend the Shareholders to vote in favour of relevant resolutions on (i) the Proposed Amendments to the Procedural Rules of the Board and (ii) the Share Buy-backs to be proposed at the AGM and/or the H Share Class Meeting.

VI. 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 herein or this circular misleading.

By order of the Board Luoyang Glass Company Limited* Zhang Chong Chairman

for identification purposes only

– 11 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The details of the Proposed Amendments to the Procedural Rules of the Board are set out below:

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Article 1 In order to improve and regulate the transaction of business and decision-making procedures of the board of Directors of Luoyang Glass Company Limited (the “Company”), establish and improve the corporate governance structure, and ensure smooth running of its operation and management, the Company, based on its actual circumstances, has formulated these Rules in accordance with relevant national laws, regulations and the Articles of Association of Luoyang Glass Company Limited (the “Articles”).	Article 1 In order to regulate the transaction of business and decision-making procedures of the board of Directors of Luoyang Glass Company Limited (the “Company”), procure the Directors and the Board to effectively perform their duties, and enhance the standardised operation and scientific decision-making of the Board, the Company, based on its actual circumstances, has formulated these Rules in accordance with the Company Law, the Securities Law, Code of Corporate Governance for Listed Companies in China, the Rules Governing the Listing of Stocks on Shanghai Stock Exchange and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (collectively the “Listing Rules of the Stock Exchanges”), the Articles of Association of Luoyang Glass Company Limited (the “Articles”) and other relevant requirements.
Article 2	Deleted
Article 3 As the Company’s decision-making body in respect of operation and management, the Board safeguards the interests of the Company and all the Shareholders. As authorized by the Articles and the general meetings, it is in charge of the decision-making of the Company in relation to development objectives and business activities of material importance.	Article 2 As the Company’s decision-making body in respect of operation and management, the Board safeguards the interests of the Company and all the Shareholders. It exercises such functions and powers as it is authorized by the Articles and the general meeting. It is accountable to the general meetings and reports its works at the general meetings.

– 12 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Article 4	Deleted
Article 5 The Board is subject to the supervision of the supervisory committee of the Company. It shall respect the recommendations of the staff representative meetings.	Article 3 The Board is subject to the supervision of the supervisory committee of the Company. When making decisions on material issues of the Company, views of the party committee of the Company shall be heeded in advance, views and recommendations of the staff representative meetings shall be respected.
Chapter 2 Qualifications and Tenure of the Directors	Chapter 2 Composition of the Board
Article 6	Deleted
Article 8 Directors shall be elected at the general meetings and serve terms of three years unless their terms of office cease for other reasons. At the expiration of their terms, Directors may continue to serve as such if reelected. Directors are not necessarily shareholders of the Company or their representatives, any statutorily qualified person is eligible to be elected as a Director by the general meetings.	Article 5 Directors shall be elected at the general meetings and serve terms of three years. At the expiration of their terms, Directors may continue to serve as such if reelected, but independent non-executive Directors may not serve for more than six consecutive years.
Added	Article 6 The Board shall have one Chairman and one vice chairman, who shall be elected by all Directors with majority votes.
Article 9	Deleted

– 13 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Article 11	Deleted
Article 12 A Director may resign before the expiration of his/ her term. In such case, a written resignation report shall be submitted to the Board.	Article 8 A Director may resign before the expiration of his/ her term. In such case, a written resignation report shall be submitted to the Board. The resignation report shall take effect on the date of its receipt by the Board. Where the resignation of a Director results in the number of Directors falling below the quorum, the resignation report of such Director shall not take effect until the next Director takes his/her office. The remaining Directors shall convene an extraordinary general meeting as soon as practicably possible to elect a Director to fill the vacancy.
Article 13 to Article 16	Deleted
Added	Article 9 The Board may set up board committees based on the Company’s actual needs.
Article 18 The secretary’s office under the Board manages the day-to-day functioning of the Board. It is in charge of the implementation of the decisions of the Board and the daily affairs.	Article 11 A secretary’s office under the Board shall be established to handle the daily affairs of the Board.

– 14 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Chapter 3	Deleted
Chapter 4 Duties and Powers of the Board	Chapter 3 Duties and Powers of the Board
Article 22 The Board shall report to the general meetings, perform the following duties and exercise the following powers: (1) to convene general meetings and report its work to the general meetings; (2) to implement the resolutions of the general meetings; (3) to decide on the Company’s business plans and investment plans; (4) to formulate the Company’s plans on annual financial budgets and final accounts; (5) to formulate the Company’s profit distribution plans and loss recovery plans; (6) to formulate the proposal for increase or decrease of the registered capital of the Company and issue of debentures of the Company; (7) to formulate proposals for merger, division and dissolution of the Company; (8) to exercise powers in respect of the funding and borrowing activities of the Company and to make decisions on granting security on, lease and transfer of the material assets of the Company;	Article 12 The Board shall report to the general meetings, perform the following duties and exercise the following powers: (1) to convene general meetings and report its work to the general meetings; (2) to implement the resolutions of the general meetings; (3) to decide on the Company’s business plans and investment plans; (4) to formulate the Company’s plans on annual financial budgets and final accounts; (5) to formulate the Company’s profit distribution plans and loss recovery plans; (6) to formulate the proposal for increase or decrease of the registered capital of the Company and issue of debentures of the Company; (7) to formulate proposals for merger, division and dissolution of the Company; (8) to determine the establishment of the Company’s internal management structure;

– 15 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
(9) to determine the establishment of the Company’s internal management structure; (10) to appoint or dismiss managers and, based on the nomination by the legal representative and the manager of the Company, to appoint or dismiss deputy managers and chief financial controllers of the Company and to determine their remunerations; (11) to review the work report of the manager; (12) to formulate the basic management system of the Company; (13) to formulate proposals for amendment to the Articles; (14) to determine the remunerations, benefits and incentives for the staff members; (15) to determine the distribution plan of interim dividends; (16) to determine other matters of material importance that are not subject to general meetings as provided by the Articles; (17) Other powers and duties conferred by the general meetings. Except for the Board resolutions in respect of the matters specified in items (6), (7) and (13) of this article which shall be passed by more than two- thirds of the Directors, the Board resolutions in respect of all other matters may be passed by a majority of the Directors.	(9) to appoint or dismiss general managers of the Company and, based on the nomination by the general manager of the Company, to appoint or dismiss deputy managers and chief financial controllers of the Company and to determine their remunerations; (10) based on the nomination by the Chairman, to appoint and dismiss the secretary to the Board, and to determine their remunerations; (11) to review the work report of the general manager; (12) to formulate the basic management system of the Company; (13) to formulate proposals for amendment to the Articles; (14) to nominate candidates for Directors; (15) Other powers and duties conferred by the laws, administrative regulations and general meetings. Except for the Board resolutions in respect of the matters specified in items (6), (7) and (13) of this article which shall be passed by more than two- thirds of the Directors, the Board resolutions in respect of all other matters may be passed by a majority of the Directors.

The original article in the Procedural Rules of
the Board

The amended article in the Procedural Rules of
the Board

(9)
to determine the establishment of the
Company’s internal management structure;
(10)
to appoint or dismiss managers and,
based on the nomination by the legal
representative and the manager of the
Company, to appoint or dismiss deputy
managers and chief financial controllers
of the Company and to determine their
remunerations;
(11)
to review the work report of the manager;
(12)
to formulate the basic management system
of the Company;
(13)
to formulate proposals for amendment to
the Articles;
(14)
to determine the remunerations, benefits
and incentives for the staff members;
(15)
to determine the distribution plan of interim
dividends;
(16)
to determine other matters of material
importance that are not subject to general
meetings as provided by the Articles;
(17)
Other powers and duties conferred by the
general meetings.
Except for the Board resolutions in respect of the
matters specified in items (6), (7) and (13) of this
article which shall be passed by more than two-
thirds of the Directors, the Board resolutions in
respect of all other matters may be passed by a
majority of the Directors.

(9)
to appoint or dismiss general managers of
the Company and, based on the nomination
by the general manager of the Company,
to appoint or dismiss deputy managers and
chief financial controllers of the Company
and to determine their remunerations;
(10)
based on the nomination by the Chairman,
to appoint and dismiss the secretary
to the Board, and to determine their
remunerations;
(11)
to review the work report of the general
manager;
(12)
to formulate the basic management system
of the Company;
(13)
to formulate proposals for amendment to
the Articles;
(14)
to nominate candidates for Directors;
(15)
Other powers and duties conferred by the
laws, administrative regulations and general
meetings.
Except for the Board resolutions in respect of the
matters specified in items (6), (7) and (13) of this
article which shall be passed by more than two-
thirds of the Directors, the Board resolutions in
respect of all other matters may be passed by a
majority of the Directors.

– 16 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Article 23 The Chairman is the legal representative and chief executive officer of the Company and shall have the following powers and duties: (1) to preside over general meetings, to convene and preside over meetings of the Board, and to direct the daily affairs of the Board; (2) to expedite and examine the implementation of the resolutions of the Board; (3) to exercise certain powers of the Board as authorized by the Board when it is in recess; (4) to sign the stocks, the bonds and other marketable securities issued by the Company; (5) to sign the appointment and dismissal documents of the senior management such as managers, deputy managers, secretaries to the Board, chief financial officers based on the decision of the Board; (6) to nominate candidates for manager, secretary to the Board and chief financial officer;	Article 13 The Chairman is the legal representative of the Company and shall have the following powers and duties: (1) to preside over general meetings and to convene and preside over meetings of the Board; (2) to examine the implementation of the resolutions of the Board and supervise the daily operation of the management; (3) to handle the daily affairs of the Board when it is in recess; (4) to sign the stocks, the bonds and other marketable securities issued by the Company; (5) to nominate candidates for general managers and secretaries to the Board for the consideration and approval of the Board; (6) to sign material documents of the Board and other documents that should be signed by the legal representative of the Company;

The original article in the Procedural Rules of
the Board

The amended article in the Procedural Rules of
the Board

Article 23
The Chairman is the legal representative and chief
executive officer of the Company and shall have
the following powers and duties:
(1)
to preside over general meetings, to
convene and preside over meetings of the
Board, and to direct the daily affairs of the
Board;
(2)
to expedite and examine the implementation
of the resolutions of the Board;
(3)
to exercise certain powers of the Board
as authorized by the Board when it is in
recess;
(4)
to sign the stocks, the bonds and other
marketable securities issued by the
Company;
(5)
to sign the appointment and dismissal
documents of the senior management such
as managers, deputy managers, secretaries
to the Board, chief financial officers based
on the decision of the Board;
(6)
to nominate candidates for manager,
secretary to the Board and chief financial
officer;

Article 13
The Chairman is the legal representative of the
Company and shall have the following powers and
duties:
(1)
to preside over general meetings and to
convene and preside over meetings of the
Board;
(2)
to examine the implementation of the
resolutions of the Board and supervise the
daily operation of the management;
(3)
to handle the daily affairs of the Board
when it is in recess;
(4)
to sign the stocks, the bonds and other
marketable securities issued by the
Company;
(5)
to nominate candidates for general
managers and secretaries to the Board
for the consideration and approval of the
Board;
(6)
to sign material documents of the Board
and other documents that should be signed
by the legal representative of the Company;

– 17 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
(7) to sign material documents of the Board and other documents that should be signed by the legal representative of the Company; (8) to exercise the powers of the legal representative and chief executive officer; (9) to exercise special disposal powers to handle corporate affairs in compliance with legal requirements and in the interests of the Company in case of an event of force majeure such as natural disasters, and provide post-event reports to the Board and the general meetings; (10) other powers conferred by the Board. Where the Chairman is unable to perform his/ her duties, he/she may direct the vice chairman to perform his/her duties.	(7) to exercise special disposal powers to handle corporate affairs in compliance with legal requirements and in the interests of the Company in case of an event of force majeure such as natural disasters, and provide post-event reports to the Board and the general meetings; (8) other powers and duties conferred by the Board.
Added	Article 14 Should the Chairman fail to perform his/her duties, the vice chairman may perform the duties. Where the vice chairman of the Board is unable to or fails to perform his/her duties, a Director shall be elected jointly by more than half of the Directors to perform such duties.
Chapter 5	Deleted
Chapter 6 Convening of Board Meetings and the Notification procedures	Chapter 4 Convening of Board Meetings and the Notification thereof
Article 37 Regular meetings of the Board shall be convened at least four times a year and extraordinary meetings may be convened as required.	Article 15 The meetings of the Board are divided into regular meetings and extraordinary meetings. The regular meetings shall be convened at least four times a year and extraordinary meetings may be convened as required.

– 18 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Article 38 Notice in writing of regular meetings of the Board of the Company shall be served on all of the Directors ten (10) days before the date of the meeting.	Article 16 Notice of regular meetings of the Board of the Companies shall be served on all of the Directors ten (10) days before the date of the meeting.
Article 39	Deleted
Article 41 In any of the following circumstances, the Chairman shall convene an extraordinary meeting of the Board within ten (10) working days: (1) when deemed necessary by the Chairman; (2) as proposed jointly by more than one-third of the members of the Board; (3) as proposed by more than one-half of the independent non-executive Directors; (4) as proposed by the supervisory committee; (5) as proposed by the manager; (6) any other circumstances where the Articles provided that a Board meeting should be convened.	Article 17 In any of the following circumstances, the Chairman shall convene an extraordinary meeting of the Board within three (3) working days: (1) when deemed necessary by the Chairman; (2) as proposed jointly by more than one-third of the members of the Board; (3) as proposed by more than one-half of the independent non-executive Directors; (4) as proposed by the supervisory committee; (5) as proposed by the manager; (6) as proposed by shareholders representing more than one-tenth of the voting rights;

– 19 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Where the Chairman is unable to perform his/her duties, he/she may designate the vice chairman or another Director to convene extraordinary meetings of the Board. Should the Chairman, without a good cause, fails to perform his/her duties nor designate any specific person to act on his/her behalf, a Director jointly recommended by more than half of the Directors or the vice chairman shall convene the meeting. Notice in writing (in the form of mail, fax, etc.) of the extraordinary meeting shall be served on all of the Directors within nine (9) days before the date of the meeting.	(7) as requested by the securities regulatory authorities; (8) any other circumstances where the Articles provided that a Board meeting should be convened.
Added	Article 18 Proposal procedures for extraordinary meetings Where an extraordinary meeting of the Board is proposed as the preceding article stipulates, a written proposal signed by the proposer shall be presented to the Chairman through the secretary office of the Board or directly. The written proposal shall contain the following items: (1) Name(s) of the proposer(s); (2) Reason for the proposal or objective matters on which the proposal is based; (3) Convention time or timeframe, venue and method proposed; (4) Clear and specific proposal; (5) Contact details of the proposer(s), date of the proposal, etc.

The original article in the Procedural Rules of
the Board

The amended article in the Procedural Rules of
the Board

Where the Chairman is unable to perform his/her
duties, he/she may designate the vice chairman
or another Director to convene extraordinary
meetings of the Board. Should the Chairman,
without a good cause, fails to perform his/her
duties nor designate any specific person to act on
his/her behalf, a Director jointly recommended
by more than half of the Directors or the vice
chairman shall convene the meeting.
Notice in writing (in the form of mail, fax, etc.) of
the extraordinary meeting shall be served on all of
the Directors within nine (9) days before the date
of the meeting.

(7)
as requested by the securities regulatory
authorities;
(8)
any other circumstances where the Articles
provided that a Board meeting should be
convened.

Added

Article 18
Proposal procedures for extraordinary meetings
Where an extraordinary meeting of the Board is
proposed as the preceding article stipulates, a
written proposal signed by the proposer shall be
presented to the Chairman through the secretary
office of the Board or directly. The written
proposal shall contain the following items:
(1)
Name(s) of the proposer(s);
(2)
Reason for the proposal or objective matters
on which the proposal is based;
(3)
Convention time or timeframe, venue and
method proposed;
(4)
Clear and specific proposal;
(5)
Contact details of the proposer(s), date of
the proposal, etc.

– 20 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
	The content of the proposal shall be relevant to the matters within the functions and powers of the Board specified in the Articles. The materials relevant to the proposal should be submitted together. Upon receiving the above written proposal and relevant materials, the secretary office of the Board shall present them to the Chairman on the same day. If the Chairman believes the proposal is not clear or not specific, or the related materials are inadequate, the proposer may be requested to make modification or supplementation. The Chairman shall convene and preside over a meeting of the Board within three (3) days upon receipt of the proposal or the request of the securities regulatory authorities.
Added	Article 19 The notice of the meeting of the Board shall include: (1) date and place of the meeting; (2) duration of the meeting; (3) reasons for and discussion topics of the meeting; (4) date of issuing the notice. Discussion topics of the meeting shall be determined by the Chairman of the Board. The notice of the meeting shall be drafted by the secretary to the Board, and shall be dispatched to the Directors by the secretary office of the Board after being approved by the Chairman.

The original article in the Procedural Rules of
the Board

The amended article in the Procedural Rules of
the Board

The content of the proposal shall be relevant to
the matters within the functions and powers of
the Board specified in the Articles. The materials
relevant to the proposal should be submitted
together.
Upon receiving the above written proposal and
relevant materials, the secretary office of the
Board shall present them to the Chairman on the
same day. If the Chairman believes the proposal
is not clear or not specific, or the related materials
are inadequate, the proposer may be requested to
make modification or supplementation.
The Chairman shall convene and preside over
a meeting of the Board within three (3) days
upon receipt of the proposal or the request of the
securities regulatory authorities.

Added

Article 19
The notice of the meeting of the Board shall
include:
(1)
date and place of the meeting;
(2)
duration of the meeting;
(3)
reasons for and discussion topics of the
meeting;
(4)
date of issuing the notice.
Discussion topics of the meeting shall be
determined by the Chairman of the Board. The
notice of the meeting shall be drafted by the
secretary to the Board, and shall be dispatched to
the Directors by the secretary office of the Board
after being approved by the Chairman.

– 21 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The original article in the Procedural Rules of The amended article in the Procedural Rules of the Board the Board Article 40 Article 20

The Board shall notify all the Directors in advance within the prescribed time and shall provide the Directors with adequate information, including but not limited to background information set out in the notice of meeting according to the preceding article and other information or data that may help the Directors understand the business development of the Company.

The secretary office to the Board shall be responsible for the meeting documents, it shall provide the Directors with adequate information for the meeting, including but not limited to background information of the resolutions set out in the notice of meeting according to the preceding article and other information or data that may help the Directors get more informed.

Where two or more independent non-executive Directors deem that the information is not sufficient or the evidence is not clear, they may jointly request the Board to postpone the meeting or postpone resolving on the related matter in writing. The Board should accede to the request and make a decision in ten (10) working days.

Where more than two independent non-executive Directors or more than one-third of the Directors deem that the information is not sufficient or the argument is not clear, they may jointly request the Chairman to postpone the meeting or postpone resolving on the related matter in writing. The Chairman should accede to the request and make a decision in three (3) working days.

– 22 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Added	Article 21 Notification of Board meetings: (1) No further notice is necessary if the time and place of regular meetings is fixed by the Board in advance; (2) Where the Board has not fixed in advance the time and place of the meeting, the Chairman shall, at least ten (10) days in advance, send the notice to the Directors on the meeting time and place by way of express courier service, fax, email or personal delivery. The notice shall be written in Chinese and English version may be attached if necessary, including the meeting agenda; (3) Where there is any urgent matter that calls for the convening of an extraordinary meeting of the Board, the Chairman shall authorize the secretary to the Board to give the notice of meeting through phone, email or verbal means within three (3) working days before the convening of the meeting, provided that the Chairman shall make explanations at the meeting.

The original article in the Procedural Rules of
the Board

The amended article in the Procedural Rules of
the Board

Added

Article 21
Notification of Board meetings:
(1)
No further notice is necessary if the time
and place of regular meetings is fixed by
the Board in advance;
(2)
Where the Board has not fixed in advance
the time and place of the meeting, the
Chairman shall, at least ten (10) days in
advance, send the notice to the Directors
on the meeting time and place by way
of express courier service, fax, email or
personal delivery. The notice shall be
written in Chinese and English version
may be attached if necessary, including the
meeting agenda;
(3)
Where there is any urgent matter that calls
for the convening of an extraordinary
meeting of the Board, the Chairman shall
authorize the secretary to the Board to give
the notice of meeting through phone, email
or verbal means within three (3) working
days before the convening of the meeting,
provided that the Chairman shall make
explanations at the meeting.

– 23 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Article 42 Meetings of the Board shall be convened and presided over by the Chairman. In the event that the Chairman is unable to perform his duties for special reasons, he shall direct the vice Chairman or a Director to perform such duties on his behalf.	Article 22 Meetings of the Board shall be convened and presided over by the Chairman. In the event that the Chairman is unable to or fails to perform his duties, the vice chairman shall convene and preside over the meeting. Where the vice chairman is unable to or fails to perform his duties, a Director jointly recommended by more than half of the Directors shall convene and preside over the meeting.
Articles 44 and 45	Deleted

The original article in the Procedural Rules of
the Board

The amended article in the Procedural Rules of
the Board

Article 42
Meetings of the Board shall be convened and
presided over by the Chairman. In the event that
the Chairman is unable to perform his duties for
special reasons, he shall direct the vice Chairman
or a Director to perform such duties on his behalf.

Article 22
Meetings of the Board shall be convened and
presided over by the Chairman. In the event that
the Chairman is unable to or fails to perform
his duties, the vice chairman shall convene and
preside over the meeting. Where the vice chairman
is unable to or fails to perform his duties, a
Director jointly recommended by more than half
of the Directors shall convene and preside over the
meeting.

Articles 44 and 45

Deleted

– 24 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Added	Article 24 Restrictions on attendance by proxy Where an appointing Director and the proxy Director attend the meeting of the Board, the following principles shall be followed: (1) When considering connected transactions, the unconnected Director(s) shall not authorise the connected Director(s) to attend the meeting, and the connected Director(s) shall not accept the appointment by an unconnected Director; (2) The independent Directors shall not authorise the non-independent Directors to attend the meeting, and the non-independent Directors shall not accept the appointment by the independent Directors; (3) The Directors shall not authorise other Directors to attend the meeting without giving their personal opinions and voting intentions on the proposed resolutions, and the relevant Directors shall not accept appointment with unclear authorisation; (4) A Director shall not accept authorization from more than two Directors, and the Directors shall not authorize other Directors who have already been granted authorization by two other Directors.

The original article in the Procedural Rules of
the Board

The amended article in the Procedural Rules of
the Board

Added

Article 24
Restrictions on attendance by proxy
Where an appointing Director and the proxy
Director attend the meeting of the Board, the
following principles shall be followed:
(1)
When considering connected transactions,
the unconnected Director(s) shall not
authorise the connected Director(s) to
attend the meeting, and the connected
Director(s) shall not accept the appointment
by an unconnected Director;
(2)
The independent Directors shall not
authorise the non-independent Directors to
attend the meeting, and the non-independent
Directors shall not accept the appointment
by the independent Directors;
(3)
The Directors shall not authorise other
Directors to attend the meeting without
giving their personal opinions and voting
intentions on the proposed resolutions,
and the relevant Directors shall not accept
appointment with unclear authorisation;
(4)
A Director shall not accept authorization
from more than two Directors, and
the Directors shall not authorize other
Directors who have already been granted
authorization by two other Directors.

– 25 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Added	Article 25 The senior management and the supervisors of the Company shall sit in on the meetings of the Board. The presider of the meeting may inform other relevant personnel to sit in on the meetings of the Board when considered necessary.
Chapter 7 Procedure Rules and Voting Procedures for Board Meetings	Chapter 5 Procedure Rules and Voting Procedures for Board Meetings
Article 46 The Board meetings shall be convened only with more than half of the Directors attending. Every Director is entitled to one vote. The resolutions made in the Board meetings shall be passed by more than half of all of the Directors. On the basis that Directors’ opinions can be expressed adequately, extraordinary meetings may also vote on a resolution by fax, in such case, the attending Directors shall sign on such resolution.	Article 26 The Board meetings shall be convened only with more than half of the Directors attending. Every Director is entitled to one vote. The resolutions made in the Board meetings shall be passed by more than half of all of the Directors. When there is equality of votes, the Chairman shall have the right to cast an extra vote.
Added	Article 27 The meeting of the Board may be held through video, telephone, fax, e-mail voting, etc. on the basis that Directors’ opinions can be expressed adequately, it may also be held onsite in combination with other means to pass resolutions. The Directors attending the meeting of the Board shall sign on such resolution.
Article 47 to Article 53	Deleted

– 26 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Added	Article 28 The presider of the meeting shall request the attending Directors to express clear opinions on each proposal. If a proposal requires prior approval by independent Directors according to relevant regulations, the presider of the meeting shall, before the discussion of such proposal, designate an independent Director to read out the written approval opinions reached by the independent Directors. A Director who hinders the normal process of the meeting or affects the speech by other Directors shall be promptly stopped by the presider of the meeting. Unless it is unanimously agreed by all attending Directors, the meeting of the Board shall not vote on any proposal not included in the notice of the meeting. Where a Director accepts the appointment by any other Director to attend the meeting of the Board on his/her behalf, he shall not vote on the proposal not included in the notice of the meeting on behalf of any other Director.

The original article in the Procedural Rules of
the Board

The amended article in the Procedural Rules of
the Board

Added

Article 28
The presider of the meeting shall request the
attending Directors to express clear opinions on
each proposal.
If a proposal requires prior approval by
independent Directors according to relevant
regulations, the presider of the meeting shall,
before the discussion of such proposal, designate
an independent Director to read out the written
approval opinions reached by the independent
Directors.
A Director who hinders the normal process of the
meeting or affects the speech by other Directors
shall be promptly stopped by the presider of the
meeting.
Unless it is unanimously agreed by all attending
Directors, the meeting of the Board shall not
vote on any proposal not included in the notice
of the meeting. Where a Director accepts the
appointment by any other Director to attend the
meeting of the Board on his/her behalf, he shall
not vote on the proposal not included in the notice
of the meeting on behalf of any other Director.

– 27 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Added	Article 29 The Directors shall carefully read the relevant meeting materials, and independently and prudently express their opinions in a fully informed manner. A Director may inquire, prior to the meeting, the office of the Board, the convener, the senior management officers, the special committees, the accounting firm, the law firm and other relevant persons and institutions to obtain necessary information for decision-making, and may also propose to the presider during the course of the meeting to request the aforesaid persons or representatives of the institutions to attend the meeting to give relevant explanations.
Added	Article 30 After adequate discussion of each proposal, the presider shall submit it to voting by the attending Directors as and when appropriate. On a poll, each attendant shall cast one vote by open ballot and in writing. The voting intention of the Directors shall be divided into the following categories: affirmative, negative or abstaining from voting. The attending Directors shall choose any one of the aforesaid voting intentions. If any Director does not choose any intentions or simultaneously chooses two or more intentions, the presider of the meeting shall require such Director to make a new choice. If such Director refuses to do so, he/she shall be deemed as abstaining from voting. If any Director leaves the meeting venue midway without returning and thus does not make a choice, he/she shall be deemed as abstaining from voting.

The original article in the Procedural Rules of
the Board

The amended article in the Procedural Rules of
the Board

Added

Article 29
The Directors shall carefully read the relevant
meeting materials, and independently and
prudently express their opinions in a fully
informed manner.
A Director may inquire, prior to the meeting,
the office of the Board, the convener, the senior
management officers, the special committees, the
accounting firm, the law firm and other relevant
persons and institutions to obtain necessary
information for decision-making, and may also
propose to the presider during the course of
the meeting to request the aforesaid persons or
representatives of the institutions to attend the
meeting to give relevant explanations.

Added

Article 30
After adequate discussion of each proposal, the
presider shall submit it to voting by the attending
Directors as and when appropriate.
On a poll, each attendant shall cast one vote by
open ballot and in writing.
The voting intention of the Directors shall be
divided into the following categories: affirmative,
negative or abstaining from voting. The attending
Directors shall choose any one of the aforesaid
voting intentions. If any Director does not choose
any intentions or simultaneously chooses two or
more intentions, the presider of the meeting shall
require such Director to make a new choice. If
such Director refuses to do so, he/she shall be
deemed as abstaining from voting. If any Director
leaves the meeting venue midway without
returning and thus does not make a choice, he/she
shall be deemed as abstaining from voting.

– 28 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Added	Article 31 Upon completion of voting by the Directors attending the meetings, the relevant staff members of the secretary office of the Board shall promptly collect the votes of the Directors and have them counted by the secretary to the Board under the supervision of a supervisor or an independent Director. Where the meeting is held onsite, the presider of the meeting shall announce the poll results onsite; in other circumstances, the secretary to the Board shall announce the poll results to the Directors by the next working day after the prescribed voting deadline. If a Director votes after the presider of the meeting has announced the voting result or beyond the expiry of the voting time limit, votes by such Director shall not be counted.
Added	Article 32 If different resolutions conflict with each other in contents and meanings, the resolutions formed later in time shall prevail.

The original article in the Procedural Rules of
the Board

The amended article in the Procedural Rules of
the Board

Added

Article 31
Upon completion of voting by the Directors
attending the meetings, the relevant staff members
of the secretary office of the Board shall promptly
collect the votes of the Directors and have them
counted by the secretary to the Board under the
supervision of a supervisor or an independent
Director.
Where the meeting is held onsite, the presider of
the meeting shall announce the poll results onsite;
in other circumstances, the secretary to the Board
shall announce the poll results to the Directors by
the next working day after the prescribed voting
deadline.
If a Director votes after the presider of the meeting
has announced the voting result or beyond the
expiry of the voting time limit, votes by such
Director shall not be counted.

Added

Article 32
If different resolutions conflict with each other
in contents and meanings, the resolutions formed
later in time shall prevail.

– 29 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Added	Article 33 Abstaining from voting In any of the following circumstances, the Directors shall abstain from voting on the relevant proposals: (1) Where laws, regulations and the Listing Rules of the Stock Exchanges provide that the Directors shall abstain from voting; (2) Where the Directors themselves consider that they shall abstain from voting; (3) Where the Articles provide that the Directors shall abstain from voting as a result of their connected relationship with the enterprises involved in the proposals. Where any Director is required to abstain from voting, the relevant meeting of the Board may be held when more than half of the unconnected Directors attend the meeting, and the resolutions formed shall be passed by more than half of the unconnected Directors. If the number of unconnected attending Directors is less than 3, the relevant proposal shall not be voted on but shall be submitted to the general meeting for deliberation.

The original article in the Procedural Rules of
the Board

The amended article in the Procedural Rules of
the Board

Added

Article 33
Abstaining from voting
In any of the following circumstances, the
Directors shall abstain from voting on the relevant
proposals:
(1)
Where laws, regulations and the Listing
Rules of the Stock Exchanges provide that
the Directors shall abstain from voting;
(2)
Where the Directors themselves consider
that they shall abstain from voting;
(3)
Where the Articles provide that the
Directors shall abstain from voting as a
result of their connected relationship with
the enterprises involved in the proposals.
Where any Director is required to abstain from
voting, the relevant meeting of the Board may
be held when more than half of the unconnected
Directors attend the meeting, and the resolutions
formed shall be passed by more than half of
the unconnected Directors. If the number of
unconnected attending Directors is less than 3, the
relevant proposal shall not be voted on but shall be
submitted to the general meeting for deliberation.

– 30 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Added	Article 34 Provisions on the proposals not passed In the event that a proposal is not approved, meetings of the Board shall not consider the proposal with the same content within one month in case there are no significant changes in the relevant conditions and factors.
Added	Article 35 Suspension of voting When more than half of the participating Directors or more than two independent Directors think that a proposal is unclear or unspecific, or that they are not able to make judgments on the relevant matters due to insufficient meeting information and other reasons, the presider of the meeting shall request an suspension of the voting on this issue. The Director proposing suspension of voting shall provide clear requirements for the conditions to be met for re-submitting the said proposal for deliberation.
Chapter 8	Deleted
Chapter 9 Resolutions and Minutes of Board Meetings	Chapter 6 Resolutions and Minutes of Board Meetings

– 31 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The original article in the Procedural Rules of The amended article in the Procedural Rules of the Board the Board Article 56 Article 36 Resolutions of the Board shall take effect upon Resolutions of the Board shall take effect upon signing by the participating Directors. Written signing by the participating Directors. records of the resolutions shall be kept by the secretary to the Board as archives of the Company for at least 10 years as far as the Company continues to exist. Article 57 Article 37

Minutes of the Board meetings shall be kept in Minutes of the Board meetings shall be kept in writing and the Directors attending the meeting, writing and the Directors attending the meeting, the secretary to the Board and the officer the secretary to the Board and the officer responsible for taking the minutes shall sign on responsible for taking the minutes shall sign the minutes or resolutions. The Directors attending on the minutes or resolutions as confirmation. the meeting shall have the rights to request Directors attending the meeting shall have the descriptive record in the minutes or resolutions rights to request descriptive record in the minutes of his/her speech in the meeting. Minutes of the or resolutions of his/her speech in the meeting. In Board meetings shall be kept by the secretary to the event the Director has different opinions on the the Board as archives of the Company for at least minutes or resolutions of the meeting, he/she may 10 years as far as the Company continues to exist. make written explanations at the time of signing. If necessary, he/she may report to the supervisory department in a timely manner or make a public statement. Where a Director does not confirm by signature as required, nor give written explanations on his/her different opinions, nor report to the supervisory department or make a public statement, the Director is deemed to have fully agreed with the contents of the minutes and resolutions of the meeting. Added Article 39 For meetings held onsite or through video, telephone, etc. the entire process may be recorded when deemed necessary.

– 32 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Added	Article 40 Announcement of resolutions of the Board Resolutions made by the Board shall be announced by the secretary to the Board pursuant to relevant provisions in the Listing Rules of the Stock Exchanges. Before announcement of the resolutions, the attending Directors, other attendants, and the minutes taker and service staff shall fulfil the confidentiality obligation on the contents of the resolutions.
Added	Article 41 Execution of the resolutions The Chairman shall urge the relevant personnel to execute the resolutions of the Board, supervise such execution, and report at the meetings of the Board as to how the resolutions are executed.
Added	Article 42 Maintenance of archives of the Board meetings Archives of the meetings of the Board including, meeting materials, powers of attorney for proxy Directors, meeting audio tape information, votes, meeting minutes, records of the resolutions, announcements of the resolutions, etc. shall be kept by the secretary to the Board. Archives of the meetings of the Board shall be kept for at least 10 years as far as the Company continues to exist.

– 33 –

APPENDIX I PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

The original article in the Procedural Rules of the Board	The amended article in the Procedural Rules of the Board
Chapter 10 Supplementary Provisions	Chapter 7 Supplementary Provisions
Article 60 Amendments to these Rules, as required by changes in actual circumstances, shall be proposed by the secretary office to the Board and shall be subject to the approval of the Board.	Article 44 These Rules and any amendments thereto are formulated by the Board and shall come into effect from the date of approval at a general meeting.
The numbering of other chapters and articles shall be adjusted accordingly.

– 34 –

NOTICE OF ANNUAL GENERAL MEETING 2018

APPENDIX II

＊

NOTICE OF ANNUAL GENERAL MEETING 2018

NOTICE IS HEREBY given that the Annual General Meeting 2018 (the “ AGM ”) 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 21 June 2019 (Friday) for the purpose of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

To consider and approve the working report of the board (the “ Board ”) of directors (the “ Directors ”) of the Company for the year 2018
To consider and approve the working report of the supervisory committee of the Company for the year 2018
To consider and approve the final accounts report of the Company for the year 2018
To consider and approve the Company’s annual report 2018 and its summary
To consider and approve the profit distribution plan of the Company for the year 2018
To consider and approve the financial budget report of the Company for the year 2019
To consider and approve the reappointment of PKF Daxin Certified Public Accountants LLP as the auditor of the Company for the year 2019 and authorization to the Board for determining its remunerations according to the audit workload
Resolution on amendments to the Procedural Rules of the Board

– 35 –

NOTICE OF ANNUAL GENERAL MEETING 2018

APPENDIX II

SPECIAL RESOLUTIONS

Resolution on the compensation scheme for unfulfilled profit guarantee of CNBM (Hefei) New Energy Co., Ltd.* (中建材（合肥）新能源有限公司) in 2018
Resolution on the compensation scheme for unfulfilled profit guarantee of CNBM (Tongcheng) New Energy Materials Co., Ltd.* (中國建材桐城新能源材料有限公司) in 2018
Resolution on the compensation scheme for unfulfilled profit guarantee of CNBM (Yixing) New Energy Resources Co., Ltd.* (中建材（宜興）新能源有限公司) in 2018
To consider and approve the grant of authorisation to the Board to handle the share repurchase, cancellation, registered capital reduction and other relevant matters, amendments to relevant articles of Articles of Association of the Company in respect of total share capital and equity structure, and the implementation of relevant registration and filing procedures inside or outside the PRC

(For details of the above resolutions, please refer to (i) annual report 2018; (ii) the announcements dated 29 March 2019; (iii) the announcement dated 29 April 2019 in relation to proposed amendments to the Procedural Rules of the Board; and (iv) the announcement dated 29 April 2019 in relation to its connected transactions (the “ Announcement ”). Unless otherwise specified, capitalized terms used herein shall have the same meaning as those defined in the Announcement.)

By order of the Board

Luoyang Glass Company Limited* Zhang Chong Chairman

Luoyang, the PRC 6 May 2019

As at the date of this announcement, the Board comprises five executive Directors: Mr. Zhang Chong, Mr. Xie Jun, Mr. Ma Yan, Mr. Wang Guoqiang and Mr. Zhang Rong; two non-executive Directors: Mr. Ren Hongcan and Mr. Chen Yong; and four independent non-executive Directors: Mr. Jin Zhanping, Mr. Ye Shuhua, Mr. He Baofeng and Ms. Zhang Yajuan.

For identification purposes only

– 36 –

NOTICE OF ANNUAL GENERAL MEETING 2018

APPENDIX II

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 4:30 p.m. on 21 May 2019, are entitled to attend and vote at the AGM. The register of members of the Company’s H Shares will be closed from 22 May 2019 to 21 June 2019 (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 AGM. Holders of H shares of the Company who wish to attend the AGM 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 Shops 1712–1716, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 4:30 p.m. on 21 May 2019.
Any Shareholder entitled to attend and vote at the AGM may appoint a proxy or proxies (who need not be a Shareholder of the Company) to attend and vote at the AGM 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 case 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 other authorisation documents as notarised by the notary public must be lodged at the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, 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 AGM or any adjournment thereof.
Shareholders who intend to attend the AGM 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 31 May 2019 by courier, mail or facsimile.
Shareholders or their proxies shall produce their proofs of identity when attending the AGM. A proxy who is appointed to attend the AGM shall produce the proxy form at the same time.
The AGM is expected to last for no more than one day. Shareholders and proxies attending the AGM should be responsible for their own traveling 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 AGM or any adjourned meetings should you so wish.

– 37 –

APPENDIX III NOTICE OF THE 2019 FIRST H SHARE CLASS MEETING

＊

NOTICE OF THE 2019 FIRST H SHARE CLASS MEETING

NOTICE IS HEREBY given that the 2019 First H Share Class Meeting (the “ H Share Class Meeting ”) 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 10:00 a.m. on 21 June 2019 (Friday) (or immediately after the A Share Class Meeting of the Company to be convened and held on the same date and at the same place) for the purpose of considering and, if thought fit, passing the following resolutions:

SPECIAL RESOLUTIONS

Resolution on the compensation scheme for unfulfilled profit guarantee of CNBM (Hefei) New Energy Co., Ltd.* (中建材（合肥）新能源有限公司) in 2018
Resolution on the compensation scheme for unfulfilled profit guarantee of CNBM (Tongcheng) New Energy Materials Co., Ltd.* (中國建材桐城新能源材料有限公司) in 2018
Resolution on the compensation scheme for unfulfilled profit guarantee of CNBM (Yixing) New Energy Resources Co., Ltd.* (中建材（宜興）新能源有限公司) in 2018

– 38 –

APPENDIX III NOTICE OF THE 2019 FIRST H SHARE CLASS MEETING

To consider and approve the grant of authorisation to the Board to handle the share repurchase, cancellation, registered capital reduction and other relevant matters, amendments to relevant articles of Articles of Association of the Company in respect of total share capital and equity structure, and the implementation of relevant registration and filing procedures inside or outside the PRC

(For details of the above resolutions, please refer to the announcement of the Company dated 29 April 2019 in relation to its connected transactions.)

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

Luoyang, the PRC 6 May 2019

For identification purposes only

– 39 –

NOTICE OF THE 2019 FIRST H SHARE CLASS MEETING

APPENDIX III

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 4:30 p.m. on 21 May 2019, are entitled to attend and vote at the H Share Class Meeting. The register of members of the Company’s H Shares will be closed from 22 May 2019 to 21 June 2019 (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 H Share Class Meeting 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 Shops 1712–1716, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 4:30 p.m. on 21 May 2019.
Any Shareholder entitled to attend and vote at the H Share Class Meeting may appoint a proxy or proxies (who need not be a Shareholder of the Company) to attend and vote at the meeting 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 case 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 other authorisation documents as notarised by the notary public must be lodged at the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, 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 meeting or any adjournment thereof.
Shareholders who intend to attend the H Share Class Meeting 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 31 May 2019 by courier, mail or facsimile.
Shareholders or their proxies shall produce their proofs of identity when attending the H Share Class Meeting. A proxy who is appointed to attend the meeting shall produce the proxy form at the same time.
The H Share Class Meeting is expected to last for no more than one day. Shareholders and proxies attending the H Share Class Meeting should be responsible for their own traveling 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 H Share Class Meeting or any adjourned meetings should you so wish.

– 40 –

AI assistant

RoboSense Technology Co., Ltd Proxy Solicitation & Information Statement 2019

50628_rns_2019-05-30_f0fa3d35-5058-465a-a2ab-9d55a5711de2.pdf

(1) PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

AND

(2) CONNECTED TRANSACTIONS – SHARE BUY-BACKS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

Executive Directors:

(1) PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD AND

(2) CONNECTED TRANSACTIONS – SHARE BUY-BACKS

I. INTRODUCTION

II. PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

III. CONNECTED TRANSACTIONS – SHARE BUY-BACKS

Share Buy-backs

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Costs incurred by the respective Guarantors for purchasing the compensation shares

Effect of the share buy-backs and share cancellation on the shareholding structure of the company

Reasons for and benefits of the share buy-backs

Information of the Company, CLFG, Hefei High-Tech, Huaguang Group, Bengbu Institute, International Engineering, Triumph Group, Yixing Environmental Technology and GCL System Integration

Implications under the Share Buy-back Code and Listing Rules

LETTER FROM THE BOARD

IV. AGM AND H SHARE CLASS MEETINGS

V. RECOMMENDATION

VI. RESPONSIBILITY STATEMENT

NOTICE OF ANNUAL GENERAL MEETING 2018

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

Notes:

NOTICE OF THE 2019 FIRST H SHARE CLASS MEETING

SPECIAL RESOLUTIONS

AI assistant

RoboSense Technology Co., Ltd — Proxy Solicitation & Information Statement 2019

50628_rns_2019-05-30_f0fa3d35-5058-465a-a2ab-9d55a5711de2.pdf

(1) PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

AND

(2) CONNECTED TRANSACTIONS – SHARE BUY-BACKS

DEFINITIONS

DEFINITIONS

DEFINITIONS

DEFINITIONS

Executive Directors:

(1) PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD AND

(2) CONNECTED TRANSACTIONS – SHARE BUY-BACKS

I. INTRODUCTION

II. PROPOSED AMENDMENTS TO THE PROCEDURAL RULES OF THE BOARD

III. CONNECTED TRANSACTIONS – SHARE BUY-BACKS

Share Buy-backs

LETTER FROM THE BOARD

LETTER FROM THE BOARD

Costs incurred by the respective Guarantors for purchasing the compensation shares

Effect of the share buy-backs and share cancellation on the shareholding structure of the company

Reasons for and benefits of the share buy-backs

Information of the Company, CLFG, Hefei High-Tech, Huaguang Group, Bengbu Institute, International Engineering, Triumph Group, Yixing Environmental Technology and GCL System Integration

Implications under the Share Buy-back Code and Listing Rules

LETTER FROM THE BOARD

IV. AGM AND H SHARE CLASS MEETINGS

V. RECOMMENDATION

VI. RESPONSIBILITY STATEMENT

NOTICE OF ANNUAL GENERAL MEETING 2018

ORDINARY RESOLUTIONS

SPECIAL RESOLUTIONS

Notes:

NOTICE OF THE 2019 FIRST H SHARE CLASS MEETING

SPECIAL RESOLUTIONS

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