RoboSense Technology Co., Ltd — Remuneration Information 2015

Nov 19, 2015

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.

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(1) RE-ELECTION OF DIRECTORS AND SUPERVISORS AND (2) DIRECTORS’ AND SUPERVISORS’ REMUNERATIONS

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 12 of this circular.

A notice convening the EGM to be held at 9:00 a.m. on 23 December 2015 (Wednesday) at the conference room of the Company on 3rd Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC is set out on pages 13 to 16 of this circular.

A form of proxy for use at the EGM was despatched and also published on the website of the Stock Exchange (http://www.hkexnews.hk) on 6 November 2015. Whether or not you are able to attend the EGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, at Rooms 1901-5, Hopewell Centre, 183 Queen’s Road East, Hong Kong, or to the Company’s registered address at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC as soon as possible and in any event not less than 24 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

20 November 2015

* For identification purposes only

TABLE OF CONTENTS

	Page
Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	ii
Letter from the Board. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Notice of the Second Extraordinary General Meeting 2015. . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13

– i –

DEFINITIONS

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

“associate(s)”	has the same meaning as ascribed to it under the Listing Rules
“Board”	the board of Directors
“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 immediate controlling Shareholder of the
	Company holding 31.80% equity interest in the Company
“Company”	Luoyang Glass Company Limited* (洛陽玻璃股份有限公司), a joint
	stock limited company incorporated in the PRC with limited liability, the
	H shares and A shares of which are listed on the main board of the Stock
	Exchange (stock code: 1108) and the Shanghai Stock Exchange (stock
	code: 600876) respectively
“Directors”	the directors of the Company, including the independent non-executive
	directors
“EGM”	the extraordinary general 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
	9:00 a.m. on 23 December 2015, or any adjournment thereof
“Hong Kong”	the Hong Kong Special Administrative Region of the PRC
“Latest Practicable Date”	16 November 2015, being the latest practicable date prior to the printing
	of this circular for ascertaining certain information contained herein
“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
“RMB”	Renminbi, the lawful currency of the PRC
“SFO”	Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
	Kong)

– ii –

DEFINITIONS

“Shareholder(s)” the shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supervisors” the supervisors of the Company “Supervisory Committee” the supervisory committee of the Company

• for identification purposes only

– iii –

LETTER FROM THE BOARD

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Executive Directors: Mr. Ma Liyun (Chairman) Mr. Ni Zhisen (General Manager) Ms. Sun Lei Mr. Xie Jun

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

Non-executive Directors:

Mr. Zhang Chong (Vice Chairman) Mr. Zhang Chengong

Independent Non-executive Directors:

Mr. Huang Ping Mr. Dong Jiachun Mr. Liu Tianni Mr. Jin Zhanping

20 November 2015

To the Shareholders

Dear Sir or Madam,

(1) RE-ELECTION OF DIRECTORS AND SUPERVISORS AND (2) DIRECTORS’ AND SUPERVISORS’ REMUNERATIONS

INTRODUCTION

Reference is made to the announcement of the Company dated 6 November 2015 in relation to the re-election of Directors and Supervisors, and Directors’ and Supervisors’ remunerations.

– 1 –

LETTER FROM THE BOARD

The purpose of this circular is to provide you with (i) details of the re-election of Directors to the Eighth Board and Supervisors to the Eighth Supervisory Committee; (ii) details of the Directors’ and Supervisors’ remunerations; and (iii) a notice of the EGM.

RE-ELECTION OF DIRECTORS AND SUPERVISORS

The term of office of the current Seventh Board and Seventh Supervisory Committee has expired on 8 November 2015. However, the Company needs time to locate suitable candidates to form the Eighth Board and Eighth Supervisory Committee. The Company would like to propose the re-election of the members to the Board and Supervisory Committee, with a term of office from the date of the EGM (i.e. 23 December 2015) to 22 December 2018. According to the relevant requirements under the PRC Company Law, the current Directors and Supervisors should hold their respective office until the formation of the Eighth Board and Eighth Supervisory Committee.

Nomination of Directors

The controlling Shareholder of the Company, CLFG, has nominated the following persons to be the Directors of the Eighth Board:

Executive Directors:

1. Mr. Zhang Chong;

2. Mr. Ni Zhisen;

3. Mr. Wang Guoqiang; and

4. Mr. Ma Yan.

Non-executive Directors:

1. Mr. Zhang Chengong;

2. Mr. Xie Jun; and

3. Mr. Tang Liwei.

Independent non-executive Directors:

1. Mr. Jin Zhanping;

2. Mr. Liu Tianni;

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LETTER FROM THE BOARD

1. Mr. Ye Shuhua; and

2. Mr. He Baofeng.

Details of the above proposed Directors are set out below:

Mr. Zhang Chong , aged 52, is a professor level senior engineer with a master’s degree, and the executive Director and vice chairman of the Company. He is currently the chief engineer of Bengbu Design & Research Institute for Glass Industry (蚌埠玻璃工業設計研究院), as well as the chairman and general manager of CNBM (Hefei) New Energy Company Limited (中建材（合肥）新能源有限公司). Mr. Zhang had served as the deputy general manager and deputy executive head of the marketing department of engineering company of Bengbu Design & Research Institute for Glass Industry (蚌埠玻璃工業設計研究 院), the chief engineer and the head of PRC domestic engineering department of China Building Materials International Engineering Company Limited (中國建材國際工程有限公司), and the deputy executive general manager of Chengdu Zhongguangdian Technology Company Limited* (成都中光電科技有限公 司), etc.

Mr. Ni Zhisen , aged 43, is a professor level senior engineer with a bachelor’s degree, and the executive Director of the Company. He is currently the general manager of the Company, as well as the executive Director of CLFG Longmen Glass Company Limited (洛玻集團龍門玻璃有限責任公司) and the chairman of Yinan Huasheng Mineral Products Industry Company Limited (沂南華盛礦產實業有限公 司). Mr. Ni had served as the general manager and party secretary of CLFG Longmen Glass Company Limited (洛玻集團龍門玻璃有限責任公司) and CLFG Luoyang Longhai Electronic Glass Company Limited (洛玻集團洛陽龍海電子玻璃有限公司), etc.

Mr. Wang Guoqiang , aged 46, is a professor level senior engineer with a bachelor’s degree. He is currently the deputy general manager and secretary to the party committee of the Company, as well as the executive director, general manager and secretary to the party committee of CLFG Luoyang Longhai Electric Glass Company Limited (洛玻集團洛陽龍海電子玻璃有限公司). Mr. Wang had served as the deputy head of the technology department of the Company, the deputy general manager of CLFG Longmen Glass Company Limited (洛玻集團龍門玻璃有限責任公司), the general manager of technology research and development center and general manager of production center of the Company, and the deputy executive general manager of Henan Province Zhonglian Glass Company Limited* (河南省中聯玻璃有限 責任公司), etc.

Mr. Ma Yan , aged 44, is an accountant with a bachelor’s degree and currently the chief financial officer of Anhui Fangxing Science & Technology Company Limited (安徽方興科技股份有限公司). Mr. Ma graduated from Anhui University of Finance & Economics in 1994, majoring in accounting. He had served as the manager of finance department of Anhui Fengyuan Biochemical Company Limited (安徽豐原生 物化學股份有限公司), the chief financial officer of Bengbu Chemical Engineering Machinery Company Limited* (蚌埠化工機械有限公司), the assistant to head of finance department of Bengbu Design &

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LETTER FROM THE BOARD

Research Institute for Glass Industry (蚌埠玻璃工業設計研究院) and the chief financial officer of Chengdu Zhongguangdian Technology Company Limited (成都中光電科技有限公司), etc. Mr. Ma has extensive experience in areas including financial management and internal control management.

Mr. Zhang Chengong , aged 43, a Master in International Business Administration of Peking University, is the non-executive Director of the Company. He is currently the deputy general manager of Triumph Technology Group Company (凱盛科技集團公司). Mr. Zhang had served as the deputy general manager and general manager of heating supply department of Beixin Group Building Materials Company Limited (北新集團建材股份有限公司), the associate manager of radiator committee of China Building Materials Metal Structure Association (中國建築材料金屬結構協會), the chairman and general manager, and general manager of heating supply and pipe system business department of Beixin Plastic Pipe Company Limited (北新塑管有限公司), director and general manager of international business department of Beixin Properties Company Limited (北新房屋有限公司), and the assistant to general manager and deputy general manager of Beixin Group Building Materials Company Limited (北新集團建材股份有限 公司), etc.

Mr. Xie Jun , aged 49, is a professor level senior engineer with a doctoral degree in engineering, and the executive Director of the Company. He is currently the deputy general manager and chief engineer of CLFG, as well as the deputy executive general manager of Chengdu Zhongguangdian Technology Company Limited (成都中光電科技有限公司). Mr. Xie had served as the head of branch factory and head of production department of the Company, the secretary to the party committee and general manager of CLFG Processed Glass Company Limited (洛玻集團加工玻璃公司), and the secretary to the party committee and deputy general manager of the Company, etc.

Mr. Tang Liwei , aged 42, graduated from Shanghai University of Finance and Economics with an Executive Master in Business Administration degree, is a senior accountant and certified management accountant. He is currently the deputy general manager and chief accountant of Triumph Technology Group Company (凱盛科技集團公司). Mr. Tang had served as the assistant to the head of finance department of Bengbu Design & Research Institute for Glass Industry (蚌埠玻璃工業設計研究院), and the head of finance department and the assistant to president of China Building Materials International Engineering Company Limited* (中國建材國際工程有限公司), etc. Mr. Tang has extensive experience in areas including financial management and business management.

Mr. Jin Zhanping , aged 51, is a senior engineer with a master’s degree and the independent non-executive Director of the Company. He is currently the secretary general of the Chinese Silicate Society (中國矽 酸鹽學會), as well as the executive director of Beijing Zhongxi Exhibition Company Limited (北京中矽 展覽有限公司), and the independent director of Luoyang Landi Glass Machinery Company Limited (洛 陽蘭迪玻璃機器股份有限公司). Mr. Jin had served as the responsible editor of the editorial office of the Journal of Silicate (矽酸鹽學報), and the deputy head and head of the general office of the Society and deputy secretary general of the general office of the Society.

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LETTER FROM THE BOARD

Mr. Liu Tianni , aged 52, is a master’s degree holder and the independent non-executive Director of the Company. He is currently the founder and chairman of Wonderful Sky Financial Group Holdings Limited, the executive director of Hong Kong Silver Grant International Industries Limited and the managing director of Baohong Company Limited (保弘有限公司), as well as the independent non-executive director of Qingling Motors Company Limited (慶鈴汽車股份有限公司). Mr. Liu has extensive experience in areas including international financial market, post-listing corporate finance and merger and acquisition investment.

Mr. Ye Shuhua , aged 53, graduated from the Department of Law in the Southwest University of Political Science and Law with a bachelor of laws degree in July 1985, and is a senior lawyer. He is currently a partner of Henan Shineway Law Firm, as well as a council member of lawyer research committee of Henan Province Law Society, and an arbitrator and a member of expert consultation committee of Zhengzhou Arbitration Commission. Mr. Ye had served as the independent director of Henan Sifangda Chaoying Materials Company Limited* (河南四方達超硬材料股份有限公司) from September 2008 to November 2014. Mr. Ye had served as a lawyer in Henan Province Economic Law Office and Henan Province Foreign Economic Law Office. Mr. Ye has extensive experience in areas including corporate governance, investment and financing, state-owned enterprise reform and foreign-related legal affairs.

Mr. He Baofeng , aged 42, is a PRC certified accountant and a PRC certified tax agent with tertiary education qualification. He had served as the independent Supervisor of the Company and is currently the director of Luoyang Topchina CPA Limited and the head of Luoyang Topchina Tax Agent Limited. Mr. He graduated from Henan University of Economics and Law (formerly known as Henan Institute of Finance and Economics), majoring in accounting. He had obtained the certificate for chief financial officer qualification training in the Shanghai National Accounting Institute in July 2010; studied in the Chinese University of Hong Kong from August 2008 to October 2010 for a master in accounting and obtained a master’s degree in accounting; served in the Finance Bureau of Wancheng District in Nanyang City from 1992 to 1997; and has been serving in Luoyang Topchina CPA Limited since October 1997. Mr. He is knowledgeable in the profession of finance and tax, and is currently a member of the professional expertise committee of Henan Institute of Certified Public Accountants and a council member in the Henan Province Forensic Sciences Association.

Save as disclosed above, each of the above proposed Directors does not hold any position in the Company or any other members of the Company, nor did he hold any directorship in any other listed companies in the last three years.

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LETTER FROM THE BOARD

Length of service and emolument

If each of the above proposed Directors is appointed as a Director of the Company, his term of office will be from the date of the EGM (i.e. 23 December 2015) to 22 December 2018 and he will receive a remuneration in accordance with the remuneration proposal, which will be determined with reference to his duties and responsibilities with the Company and the actual situation of the Company, and will be subject to the Shareholders’ approval at the EGM (please see below for details).

Relationships

Save as disclosed above, each of the above proposed Directors has no relationship with any Directors, Supervisors or senior management of the Company or with any substantial Shareholders or controlling Shareholders of the Company.

Interests in shares

So far as the Directors are aware as at the Latest Practicable Date, each of the above proposed Directors does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO).

Matters that need to be brought to the attention of the Shareholders

In relation to the appointment of each of the above proposed Directors, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders.

Nomination of Supervisors by the Controlling Shareholder

The controlling Shareholder of the Company, CLFG, has nominated the following persons to be the non-staff representative Supervisors of the Eighth Supervisory Committee:

1. Mr. Ren Zhenduo;

2. Mr. Ren Hongcan;

3. Mr. Qiu Mingwei (independent Supervisor); and

4. Ms. Yan Mei (independent Supervisor).

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LETTER FROM THE BOARD

Details of the above proposed Supervisors are set out below:

Mr. Ren Zhenduo , aged 51, is a bachelor’s degree holder, and the chairman of the Supervisory Committee of the Company. He is currently the deputy secretary to the party committee, secretary to the disciplinary committee and chairman of the labor union of CLFG. Mr. Ren had served as the general manager of CLFG Longxin Glass Company Limited* (洛玻集團龍新玻璃有限公司) and the deputy secretary to the party committee of the Company.

Mr. Ren Hongcan , aged 51, is a professor level senior engineer with a bachelor’s degree. He is currently the deputy chief engineer of CLFG, assistant to general manager of the Company and deputy executive general manager of Bengbu China National Building Materials Information Display Materials Company Limited (蚌埠中建材信息顯示材料有限公司). Mr. Ren graduated from the department of mechanical engineering of Xian Jiaotong University in 1986, majoring in mechanical manufacturing and automation. He had served as the manager of branch factory, manager of production center and head of investment department of the Company, and the general manager of Luobo (Beijing) International Engineering Company Limited (洛玻（北京）國際工程有限公司), etc.

Mr. Qiu Mingwei , aged 43, is a certified public accountant and a certified asset valuer with a bachelor’s degree. He is currently a managing partner and the head of Henan Huazhi Certified Public Accountants. Mr. Qiu had served as the project manager of Luoyang City Xinde Certified Public Accountants, the department manager in Guangzhou Fuyang Jianda Certified Public Accountants and the head of business of Henan Kaituo Joint Certified Public Accountants.

Ms. Yan Mei , aged 52, graduated from Tianjin University of Finance and Economics and is a master in management. She is currently a professor and a master’s supervisor in the school of management in Henan University of Science and Technology. Ms. Yan has been engaging in research on financial management and performance management and had chaired in more than 10 provincial level classes, published more than 10 monographs and textbooks and published more than 50 theses. She had also been awarded with honourable titles including “Luoyang City 1 May Labour Award (洛陽市五一勞動獎章)” and “National 1 May Heroine Model (全國五一巾幗標兵)”.

Save as disclosed above, each of the above proposed Supervisors does not hold any position in the Company or any other members of the Company, nor did he hold any directorship in any other listed companies in the last three years.

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LETTER FROM THE BOARD

Length of service and emolument

If each of the above Supervisors is appointed as a Supervisor of the Company, his/her term of office will be from the date of the EGM (i.e. 23 December 2015) to 22 December 2018 and he/she will receive a remuneration in accordance with the remuneration proposal, which will be determined with reference to his/her duties and responsibilities with the Company and the actual situation of the Company, and will be subject to the Shareholders’ approval at the EGM (please see below for details).

Relationships

Save as disclosed above, each of the above Supervisors has no relationship with any Directors, Supervisors or senior management of the Company or with any substantial Shareholders or controlling Shareholders of the Company.

Interests in shares

So far as the Directors are aware as at the Latest Practicable Date, each of the above Supervisors does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO).

Matters that need to be brought to the attention of the Shareholders

In relation to the appointment of each of the above Supervisors, there is no information which is discloseable nor is/was he/she involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders of the Company.

The appointment of the above proposed Directors and Supervisors is subject to the approval by the Shareholders at the EGM. Ordinary resolutions in relation to the above proposed appointment of Mr. Zhang Chong, Mr. Ni Zhisen, Mr. Wang Guoqiang and Mr. Ma Yan as executive Directors, Mr. Zhang Chengong, Mr. Xie Jun and Mr. Tang Liwei as non-executive Directors, Mr. Jin Zhanping, Mr. Liu Tianni, Mr. Ye Shuhua and Mr. He Baofeng as independent non-executive Directors, and Mr. Ren Zhenduo, Mr. Ren Hongcan, Mr. Qiu Mingwei and Ms. Yan Mei as Supervisors will be proposed to be approved by the Shareholders at the EGM.

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LETTER FROM THE BOARD

Retirement of Directors and Supervisors

Upon approval of the above proposed appointment of Directors and Supervisors at the EGM, Mr. Ma Liyun, Ms. Sun Lei, Mr. Huang Ping and Mr. Dong Jiachun will retire from the position of Director, and Mr. Guo Hao and Ms. Wang Ruiqin will retire from the position of Supervisor, effective from the date of the EGM (i.e. 23 December 2015). The above retiring Directors and Supervisors have confirmed that they have no disagreement with the Board and the Supervisory Committee and there is no matter with respect to their retirement that needs to be brought to the attention of the Shareholders.

The Board would like to take this opportunity to express its appreciation for the valuable contribution of Mr. Ma Liyun, Ms. Sun Lei, Mr. Huang Ping, Mr. Dong Jiachun, Mr. Guo Hao and Ms. Wang Ruiqin to the Company during their respective term of service.

DIRECTORS’ AND SUPERVISORS’ REMUNERATIONS

The re-election of Directors and Supervisors is expected to be completed upon obtaining the relevant approval at the EGM. The remuneration and review committee under the Board has made recommendations in respect of the remunerations for the Directors of the Eighth Board and Supervisors of the Eighth Supervisory Committee.

Remunerations for the Directors of the Eighth Board and Supervisors of the Eighth Supervisory Committee

Directors’ remunerations

Upon consideration by the Board, the proposed remunerations for the Directors of the Eighth Board are as follows:

1. the annual fixed allowance paid to non-executive Directors and independent non-executive Directors is RMB60,000 per person (before tax);

2. the remunerations for the chairman and executive Directors comprise the following:

3. (A) basic annual salary:

chairman : RMB350,000 (before tax) executive Directors : RMB180,000 per person (before tax)

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LETTER FROM THE BOARD

• (B) performance annual salary:

upon achieving the annual operation targets, 1.5 times of the basic annual salary is payable in accordance with the appraisal under the “Method of Salary and Performance Appraisal for Directors, Supervisors and Senior Management (董監高薪酬與績效考核辦法)”; and

• (C) incentive bonus:

  • (i) bonus for exceeding the annual operation targets:

    • 10% of the out-performance part that exceeds annual operation targets by less than 10%;

    • 5% of the out-performance part that exceeds annual operation targets by 10% or more but less than 20%; and

    • 3% of the out-performance part that exceeds annual operation targets by more than 20%;

  • (ii) outstanding contribution bonus will be proposed by the chairman and considered and approved by the Board; and

• according to the relevant rules and regulations, Directors in managerial positions in the controlling Shareholders, de facto controllers of the Company and their subsidiaries will not receive Director allowance from the Company.

Supervisors’ remunerations

Upon consideration by the Supervisory Committee, the proposed remunerations for the Supervisors of the Eighth Supervisory Committee are as follows:

1. the annual fixed allowance paid to independent Supervisors and other Supervisors representing the Shareholders is RMB30,000 per person (before tax);

2. Supervisors who hold job positions in the Company (including staff representative Supervisors) will be paid according to their job positions in the Company and will not receive additional Supervisor allowance; and

3. according to the relevant rules and regulations, Supervisors in managerial positions in the controlling Shareholders, de facto controllers of the Company and their subsidiaries will not receive Supervisor allowance from the Company.

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LETTER FROM THE BOARD

EGM

A notice convening the EGM to be held at 9.00 a.m. on 23 December 2015 (Wednesday) 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 despatched on 6 November 2015. The EGM will be held for the purposes of, among other things, seeking Shareholders’ approval on (i) the appointment of the proposed Directors and Supervisors; and (ii) the Directors’ and Supervisors’ remunerations. At the EGM, voting on the proposed ordinary resolutions will be conducted by way of poll.

The notice of the EGM is set out on pages 13 to 16 of this circular.

A form of proxy for use at the EGM was despatched and also published on the website of the Stock Exchange (http://www.hkexnews.hk) on 6 November 2015. Whether or not you are able to attend the EGM in person, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return the same to the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, at Rooms 1901-5, Hopewell Centre, 183 Queen’s Road East, Hong Kong, or to the Company’s registered address at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC as soon as possible and in any event not less than 24 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.

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

RECOMMENDATIONS

The Board considers that the proposed re-election of Directors and Supervisors, and proposed Directors’ and Supervisors’ remunerations are in the interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to vote in favour of the resolutions to be proposed at the EGM.

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LETTER FROM THE BOARD

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* Ma Liyun Chairman

• for identification purposes only

– 12 –

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING 2015

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NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING 2015

NOTICE IS HEREBY given that the Second Extraordinary General Meeting 2015 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 23 December 2015 for the purpose of considering and, if thought fit, passing the following resolutions:

Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the announcement of the Company dated 6 November 2015 (the “ Announcement ”).

ORDINARY RESOLUTIONS:

1. To consider and approve the appointment of Mr. Zhang Chong to be the executive Director of the Eighth Board for a term of three years from 23 December 2015 to 22 December 2018.

2. To consider and approve the appointment of Mr. Ni Zhisen to be the executive Director of the Eighth Board for a term of three years from 23 December 2015 to 22 December 2018.

3. To consider and approve the appointment of Mr. Wang Guoqiang to be the executive Director of the Eighth Board for a term of three years from 23 December 2015 to 22 December 2018.

4. To consider and approve the appointment of Mr. Ma Yan to be the executive Director of the Eighth Board for a term of three years from 23 December 2015 to 22 December 2018.

5. To consider and approve the appointment of Mr. Zhang Chengong to be the non-executive Director of the Eighth Board for a term of three years from 23 December 2015 to 22 December 2018.

6. To consider and approve the appointment of Mr. Xie Jun to be the non-executive Director of the Eighth Board for a term of three years from 23 December 2015 to 22 December 2018.

– 13 –

NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING 2015

1. To consider and approve the appointment of Mr. Tang Liwei to be the non-executive Director of the Eighth Board for a term of three years from 23 December 2015 to 22 December 2018.

2. To consider and approve the appointment of Mr. Jin Zhanping to be the independent non-executive Director of the Eighth Board for a term of three years from 23 December 2015 to 22 December 2018.

3. To consider and approve the appointment of Mr. Liu Tianni to be the independent non-executive Director of the Eighth Board for a term of three years from 23 December 2015 to 22 December 2018.

4. To consider and approve the appointment of Mr. Ye Shuhua to be the independent non-executive Director of the Eighth Board for a term of three years from 23 December 2015 to 22 December 2018.

5. To consider and approve the appointment of Mr. He Baofeng to be the independent non-executive Director of the Eighth Board for a term of three years from 23 December 2015 to 22 December 2018.

6. To consider and approve the appointment of Mr. Ren Zhenduo to be the Supervisor of the Eighth Supervisory Committee for a term of three years from 23 December 2015 to 22 December 2018.

7. To consider and approve the appointment of Mr. Ren Hongcan to be the Supervisor of the Eighth Supervisory Committee for a term of three years from 23 December 2015 to 22 December 2018.

8. To consider and approve the appointment of Mr. Qiu Mingwei to be the Supervisor of the Eighth Supervisory Committee for a term of three years from 23 December 2015 to 22 December 2018.

9. To consider and approve the appointment of Ms. Yan Mei to be the Supervisor of the Eighth Supervisory Committee for a term of three years from 23 December 2015 to 22 December 2018.

10. To consider and approve the proposed remuneration for the Eighth Board of the Company.

11. To consider and approve the proposed remuneration for the Eighth Supervisory Committee of the Company.

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NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING 2015

As for the details of the foregoing resolutions, please refer to the Announcement.

By order of the Board LUOYANG GLASS COMPANY LIMITED *

Ma Liyun

Chairman

Luoyang, the PRC 6 November 2015

As at the date of this notice, the Board comprises four executive Directors: Mr. Ma Liyun, Mr. Ni Zhisen, Ms. Sun Lei and Mr. Xie Jun; two non-executive Directors: Mr. Zhang Chengong 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

Notes:

1. Holders of the Company’s H shares, whose names appear on the register of members maintained by Hong Kong Registrars Limited at the close of trading at 4:00 p.m. on 23 November 2015, are entitled to attend and vote at the EGM. The register of members of the Company’s H shares will be closed from 23 November 2015 to 23 December 2015 (both days inclusive), during which period no transfer of H shares will be effected in order to determine the list of holders of H shares eligible to attend the meeting. Holders of H shares of the Company who wish to attend the EGM must lodge all share transfer forms accompanied by the relevant H share certificates with the registrar of the Company’s H shares, namely Hong Kong Registrars Limited at Rooms 1712–1716, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 4:00 p.m. on 20 November 2015.

2. Any Shareholder entitled to attend and vote at the EGM may appoint a proxy or proxies (who need not be a Shareholder of the Company) to attend and vote at the EGM on his/her behalf. A proxy of a Shareholder who has appointed more than one proxy may only vote on a poll.

3. The principal Shareholder may appoint a proxy in written form (i.e. through the enclosed proxy form). The proxy form shall be signed by the principal or his attorney as authorised. In the event that the proxy form is signed by the attorney of the principal, the power of attorney or other authorisation documents must be notarised by the notary public. The proxy form together with the copies of such power of attorney or authorisation documents as notarised by the notary public shall be effective only if the same be delivered to the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, at Rooms 1712–1716, Hopewell Centre, 183 Queen’s Road East, Hong Kong, or to the Company at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC, not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof.

4. Shareholders who intend to attend the EGM in person or by proxy should complete and return the signed reply slip for attending the meeting to the registered address of the Company on or before 2 December 2015 by courier, mail or facsimile.

5. Shareholders or their proxies shall produce their proofs of identity when attending the EGM. A proxy of Shareholder who is appointed to attend the meeting shall produce the proxy form at the same time.

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NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING 2015

1. The EGM is expected to last for no more than one day. Shareholders and their proxies attending the EGM should be responsible for their own travelling and accommodation expenses.

2. The registered address of the Company is as follows:

No. 9 Tang Gong Zhong Lu, Xigong District Luoyang Municipal, Henan Province the People’s Republic of China Postal Code: 471009 Telephone: 86-379-6390 8588 Facsimile: 86-379-6325 1984

1. Completion and return of the proxy form will not preclude Shareholders of the Company from subsequently attending and voting in person at the EGM or any adjourned meetings should you so wish.

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