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RoboSense Technology Co., Ltd Declaration of Voting Results & Voting Rights Announcements 2014

Jun 3, 2014

50628_rns_2014-06-03_7662341d-b25d-4960-ae69-e9bbbd3e6763.pdf

Declaration of Voting Results & Voting Rights Announcements

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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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ANNOUNCEMENT OF RESOLUTIONS PASSED AT THE ANNUAL GENERAL MEETING 2013

The board (the “ Board ”) of directors (the “ Directors ”) of Luoyang Glass Company Limited (the “ Company ”) confirms that there are no false representations, misleading statements or material omissions in this announcement, and individually and collectively accept the responsibility for the truthfulness, accuracy and completeness of the contents contained herein.

I. CONVENING AND ATTENDANCE OF THE MEETING

The Company held its annual general meeting 2013 (the “ AGM ”) 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 3 June 2014. A total of 4 shareholders and their proxies, holding 159,340,442 shares with voting rights of the Company, have attended the AGM. The procedures for convening the AGM were in compliance with the relevant requirements of the Company Law of the PRC and the Articles of Association of the Company. The AGM was presided over by Mr. Ma Liyun, the Chairman of the Company.

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II. CONSIDERATION OF THE RESOLUTIONS

The following ordinary resolutions were passed by way of poll at the AGM:

  1. To consider and approve the working report of the Board of the Company for the year 2013.

159,340,442 shares voted for the resolution, representing 100% of the total number of shares carrying voting rights held by the shareholders (or by their proxies) attending the AGM. 0 share voted against the resolution, representing 0% of the total number of shares carrying voting rights held by the shareholders (or by their proxies) attending the AGM.

  1. To consider and approve the working report of the supervisory committee of the Company for the year 2013.

159,340,442 shares voted for the resolution, representing 100% of the total number of shares carrying voting rights held by the shareholders (or by their proxies) attending the AGM. 0 share voted against the resolution, representing 0% of the total number of shares carrying voting rights held by the shareholders (or by their proxies) attending the AGM.

  1. To consider and approve the final accounts report of the Company for the year 2013.

159,340,442 shares voted for the resolution, representing 100% of the total number of shares carrying voting rights held by the shareholders (or by their proxies) attending the AGM. 0 share voted against the resolution, representing 0% of the total number of shares carrying voting rights held by the shareholders (or by their proxies) attending the AGM.

  1. To consider and approve the Company’s annual report 2013 and its summary.

159,340,442 shares voted for the resolution, representing 100% of the total number of shares carrying voting rights held by the shareholders (or by their proxies) attending the AGM. 0 share voted against the resolution, representing 0% of the total number of shares carrying voting rights held by the shareholders (or by their proxies) attending the AGM.

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  1. To consider and approve the profit distribution plan of the Company for the year 2013.

159,340,442 shares voted for the resolution, representing 100% of the total number of shares carrying voting rights held by the shareholders (or by their proxies) attending the AGM. 0 share voted against the resolution, representing 0% of the total number of shares carrying voting rights held by the shareholders (or by their proxies) attending the AGM.

According to the PRC accounting standards, the net profit attributable to the shareholders of the Company for 2013 was RMB–98.98 million. Adding the accumulated loss of RMB1,276.92 million at the beginning of the year, the accumulated loss was RMB1,375.90 million at the end of the year. As a result, the Company does not recommend profit distribution for 2013 or any transfer of capital reserve to share capital.

  1. To consider and approve the financial budget report of the Company for the year 2014.

159,340,442 shares voted for the resolution, representing 100% of the total number of shares carrying voting rights held by the shareholders (or by their proxies) attending the AGM. 0 share voted against the resolution, representing 0% of the total number of shares carrying voting rights held by the shareholders (or by their proxies) attending the AGM.

  1. To consider and approve the reappointment of PKF Daxin Certified Public Accountants LLP as the auditor of the Company for the year 2014 and authorization to the Board for determining its remunerations according to the audit workload.

159,340,442 shares voted for the resolution, representing 100% of the total number of shares carrying voting rights held by the shareholders (or by their proxies) attending the AGM. 0 share voted against the resolution, representing 0% of the total number of shares carrying voting rights held by the shareholders (or by their proxies) attending the AGM.

  1. To consider and approve the appointment of Mr. Jin Zhanping to be the independent non-executive Director of the seventh Board of the Company for a term from 3 June 2014 to 8 November 2015.

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159,340,442 shares voted for the resolution, representing 100% of the total number of shares carrying voting rights held by the shareholders (or by their proxies) attending the AGM. 0 share voted against the resolution, representing 0% of the total number of shares carrying voting rights held by the shareholders (or by their proxies) attending the AGM.

  1. To approve and confirm the Assets Leasing Agreement, the terms and conditions thereof, its proposed annual caps, the transaction contemplated thereunder and the implementation thereof.

322,200 shares voted for the resolution, representing 100% of the total number of shares carrying voting rights held by the Independent Shareholders (or by their proxies) attending the AGM. 0 share voted against the resolution, representing 0% of the total number of shares carrying voting rights held by the Independent Shareholders (or by their proxies) attending the AGM.

  1. To approve, ratify and confirm any one of the Directors for and on behalf of the Company, among other matters, to sign, execute, perfect, deliver or to authorize signing, executing, perfecting and delivering all such documents and deeds, to do or authorize doing all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the Assets Leasing Agreement and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the Assets Leasing Agreement that may in their discretion consider to be desirable and in the interest of the Company and all the Directors’ acts as aforesaid.

322,200 shares voted for the resolution, representing 100% of the total number of shares carrying voting rights held by the Independent Shareholders (or by their proxies) attending the AGM. 0 share voted against the resolution, representing 0% of the total number of shares carrying voting rights held by the Independent Shareholders (or by their proxies) attending the AGM.

As at the date of the AGM, the total number of issued shares of the Company entitling the holders to attend and vote for or against the above resolutions at the AGM was 500,018,242 shares. The controlling shareholder of the Company, China Luoyang Float Glass (Group) Company Limited* (which holds 159,018,242 or 31.80% voting shares of the Company), and its associates have interest in the agreement as mentioned in the resolutions (9) and (10) above, and therefore have abstained from voting in respect of such resolutions at the AGM.

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III. WITNESS BY SOLICITORS

The solicitor, Mr. Sun Zhe, from Henan Yaohua Law Firm was appointed by Hong Kong Registrars Limited, the Company’s share registrar in Hong Kong, to act as the scrutineer for the vote-taking at the AGM.

The solicitors, Mr. Sun Zhe and Mr. Duan Yaofeng, from Henan Yaohua Law Firm have witnessed the AGM and issued the legal opinion that the convening and holding of and voting procedures of the AGM were in compliance with the relevant laws and regulations and the provisions of the Articles of Association of the Company and that the resolutions passed at the AGM were legitimate and valid.

IV. DOCUMENTS FOR INSPECTION

  1. Resolutions of the AGM.

  2. Legal opinions issued by Henan Yaohua Law Firm.

By order of the Board Luoyang Glass Company Limited Ma Liyun Chairman

Luoyang, the PRC 3 June 2014

As at the date of this announcement, the Board comprises four executive Directors: Mr. Ma Liyun, Mr. Ni Zhisen, Ms. Sun Lei and Mr. Xie Jun; three non-executive Directors: Mr. Zhang Chengong, Mr. Guo Yimin and Mr. Zhang Chong; and four independent non-executive Directors: Mr. Huang Ping, Mr. Dong Jiachun, Mr. Liu Tianni and Mr. Jin Zhanping.

  • For identification purposes only

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