RoboSense Technology Co., Ltd — Capital/Financing Update 2011

Dec 28, 2011

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

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CONNECTED TRANSACTION - ACQUISITION OF ASSETS THROUGH PUBLIC AUCTION

The Board is pleased to announce that on 26 December 2011, Longmen Glass won the bid for the Assets owned by Longmen FRP at the Auction at a consideration of RMB3,100,000 (equivalent to approximately HK$3,813,000).

CLFG (the controlling shareholder of the Company) owns 79.06% equity interest in Longmen FRP. Therefore, Longmen FRP is an associate of CLFG and accordingly, is regarded as a connected person of the Company. The Acquisition constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

INTRODUCTION

Reference is made to the announcement of the Company dated 23 December 2011.

The Board is pleased to announce that on 26 December 2011, Longmen Glass won the bid for the Assets at the Auction at a consideration of RMB3,100,000 (equivalent to approximately HK$3,813,000).

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THE ACQUISITION

Details of the Auction

Longmen FRP has been declared bankrupt by the Intermediate People’s Court of Luoyang City of Henan Province due to its inability to repay its debts at maturity. On 26 December 2011, the Auction was held by 河南博利達拍賣有限公司 (Henan Bolida Auction Company Limited*) (the “ Auctioneer ”) at which the Assets owned by Longmen FRP were offered for bidding. Longmen Glass participated in the Auction and won the bid for the Assets at a consideration of RMB3,100,000 (equivalent to approximately HK$3,813,000).

Assets to be acquired

The Assets include but not limited to production plants, office buildings, assembly warehouses, canteen, cars and machineries (conical twin-screw plastic extruders, high-speed accurate mixers, crushers, water circulation system and power supply system, etc.).

Consideration, payment and delivery

The consideration of the Assets is RMB3,100,000 (equivalent to approximately HK$3,813,000), which was the reserve price of the Assets at the Auction. Longmen Glass intends to satisfy the consideration in cash from its internal resources. Longmen Glass entered into a transfer agreement in respect of the Assets with the administrator of Longmen FRP after the Auction, pursuant to which the guarantee deposit of RMB300,000 paid by Longmen Glass before the Auction becomes part of the consideration. The remaining consideration shall be settled in full before 10 January 2012. In addition, Longmen Glass and the Auctioneer also signed a confirmation after the Auction, where a commission of RMB155,000 is payable to the Auctioneer by Longmen Glass.

Longmen Glass shall carry out the handover and transfer formalities of the Assets within three working days after the settlement of the remaining consideration and upon receiving the civil ruling from the Intermediate People’s Court of Luoyang City of Henan Province.

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REASONS FOR THE ACQUISITION

Longmen Glass is planning for expansion of production and operation spaces. The Assets were situated at the principal place of business of Longmen FRP, the land use right of which is owned by Longmen Glass. Upon the completion of the Acquisition, the Assets can be conveniently transferred and utilized by Longmen Glass. The Acquisition will facilitate the expansion plans of Longmen Glass and hence brings better returns to the Group.

The Directors (including the independent non-executive Directors) consider that the Acquisition is on normal commercial terms, fair and reasonable and in the interests of the Company and the Shareholders as a whole.

INFORMATION OF THE COMPANY, LONGMEN GLASS AND LONGMEN

FRP

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

Longmen Glass is a wholly-owned subsidiary of the Company and is principally engaged in the production and sale of float sheet glass.

Longmen FRP was owned as to 79.06% by CLFG. It was principally engaged in the production and sale of fibre-reinforced plastic materials and construction materials, and processing of glass, etc.

LISTING RULES IMPLICATIONS

CLFG (the controlling shareholder of the Company) owns 79.06% equity interest in Longmen FRP. Therefore, Longmen FRP is an associate of CLFG and accordingly, is regarded as a connected person of the Company. The Acquisition constitutes a connected transaction of the Company under Chapter 14A of the Listing Rules.

Since the applicable percentage ratios for the Acquisition are more than 0.1% but less than 5%, the Acquisition is subject to the reporting and announcement requirements only but exempt from the independent shareholders’ approval requirements under Chapter 14A of the Listing Rules.

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

DEFINITIONS

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

• “Acquisition” the acquisition of the Assets by Longmen Glass from Longmen FRP through the Auction

• “Assets” the assets offered at the Auction and to be acquired by Longmen Glass, details of which are set out under the paragraph with heading “Assets to be acquired”

• “associate(s)” has the same meaning as ascribed to it under the Listing Rules “Auction” the public auction held on 26 December 2011 by 河南博利達 拍賣有限公司 (Henan Bolida Auction Company Limited*) at which the Assets were offered for bidding

• “Board” the board of Directors

• “CLFG” 中國洛陽浮法玻璃集團有限責任公司 (China Luoyang Float Glass (Group) Company Limited*), a company incorporated in the PRC with limited liability and the controlling shareholder of the Company holding 31.80% equity interest in the Company

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“Company”

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

“connected person(s)”	has the same meaning as ascribed to it under the Listing Rules
“Directors”	the directors of the Company, including the independent non-
	executive directors
“Group”	the Company and its subsidiaries
“HK$”	Hong Kong dollars, the lawful currency of Hong Kong
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Listing Rules”	the Rules Governing the Listing of Securities on the Stock
	Exchange
“Longmen FRP”	洛玻集團龍門塑鋼有限公司(CLFG Longmen Fibre-
	reinforced Plastic Company Limited*), a limited liability
	company incorporated in the PRC and owned as to 79.06%
	by CLFG, and declared bankrupt by河南省洛陽市中級人民
	法院(Intermediate People’s Court of Luoyang City of Henan
	Province*)
“Longmen Glass”	洛玻集團龍門玻璃有限公司(CLFG Longmen Glass
	Company Limited*), a limited liability company incorporated
	in the PRC and a wholly-owned subsidiary of the Company
“percentage ratios”	has the same meaning as ascribed to it under the Listing
	Rules, as applicable to a transaction

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“PRC” The People’s Republic of China which, for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “RMB” Renminbi, the lawful currency of the PRC “Shareholder(s)” the shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “%” per cent.

For the purpose of this announcement, the following exchange rate is used:RMB1.00 = HK$1.23

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

Luoyang, the PRC 28 December 2011

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

• For identification purposes only

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