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RoboSense Technology Co., Ltd AGM Information 2008

May 14, 2008

50628_rns_2008-05-14_95a5d30d-6734-44de-8ee7-523b5948bea6.pdf

AGM Information

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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock Code: 1108)

Notice of Annual General Meeting 2007

NOTICE IS HEREBY given that the 2007 Annual General Meeting of Luoyang Glass Company Limited (the “ Company ”) will be held at the conference room of the Company on 1st 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 30 June 2008 for considering the following resolutions:

A. Ordinary resolutions:

  1. To consider the report of the Board of Directors of the Company for the year 2007;

  2. To consider the report of the Supervisory Committee of the Company for the year 2007;

  3. To consider the audited financial report of the Company for the year 2007;

  4. To consider the Company’s profit distribution plan for the year 2007;

In accordance with the International Financial Reporting Standards, the net loss attributable to the Company’s shareholders amounted to RMB100.09 million for 2007, adding the loss of RMB750.26 million at the beginning of the year, the accumulated losses amounted to RMB850.35 million.

In accordance with the PRC accounting standards, the Company recorded a net loss of RMB95.34 million for 2007, adding the loss of RMB1,167.41 million at the beginning of the year, the accumulated losses amounted to RMB1,262.75 million. Therefore, the Company did not propose to distribute dividend for 2007 or convert capital reserve to shares capital.

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  1. To consider to appoint Mr. Song Jianming as a director of the Fifth Board of Directors of the Company, with a term of office the same as that of the current Board.

Mr. Song Jianming , aged 52, is an engineer with a bachelor degree. He is currently the Deputy General Manager of the Company. Since he joined the Company in 1989, he had successively been the deputy manager and manager of the import and export company of the Company and the manager of the sales company of the Company. Mr. Song is experienced in international trade and marketing.

  1. To consider to appoint Ms. Song Fei as a director of the Fifth Board of Directors of the Company, with a term of office the same as that of the current Board.

Ms. Song Fei , aged 45, is a senior accountant and senior certified consultant with a postgraduate qualification. Ms. Song joined China Luoyang Float Glass (Group) Company Limited (“ CLFG ”) in 1982 and successively held several positions including Vice Head of Auditing Department, Vice Head of Planning and Financial Department of CLFG, Financial Controller of the Processing Company, Head of Planning and Financial Department of CLFG and Assistant Financial Controller of CLFG. Ms. Song has relatively high theoretic level and rich practical experience in corporate financial management and internal auditing. Currently, she also holds the positions including a member of China Association of Chief Accountants, a director of Professional Building Materials Committee of China Accounting Society, a director of Henan Accounting Society, an Assistant Chief Secretary of Henan Metallurgy and Building Materials Financial Society, a member of Henan Chief Accountants Association and a director of Luoyang Accounting Society.

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  1. To consider the director remunerations of Mr. Song Jianming and Ms. Song Fei.

The annual remunerations and performance evaluation method for Mr. Song Jianming and Ms. Song Fei, if resolutions 5 and 6 above are approved, are set out as below:

The proposal is:

  • I. Basic annual salary: RMB160,000 each (before tax)

  • II. Performance annual salary

    1. payable on 1.5 times of the basic annual salary, conditional upon completion of annual operating targets.

    2. Out-performance bonus (as incentives to members of the Board of Directors):

      • (1) bonus being 10% of the out-performed part if the operating targets exceed within 10%;

      • (2) bonus being 5% of the out-performed part if the operating targets exceed between 10% and 20%;

      • (3) bonus being 3% of the out-performed part if the operating targets exceed more than 20%.

  • III. Outstanding contribution bonus, as recommended by the Chairman and determined by the Board of Directors.

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B. Special resolution:

  1. To consider the amendments to certain articles of the Articles of Association of the Company.

    • (1) Due to decline of manufacturing and maintaining industries of corporate seal print machine in Hong Kong, in order to ensure that the stocks of the Company can be sealed with the seal of the Company whilst issuing, Hong Kong Registrars Limited has sent a letter to the Company, requiring for amendment to the Articles of Association of the Company by incorporating content “The shares shall come into force upon sealing of the corporate seal or sealing by way of printing. Subject to approval and authorization of the Board, the stocks (such as shares and subscription warrant) may be sealed with corporate seal or sealed by way of printing the corporate seal (for reference only).” The Company makes relevant amendments according to the relevant regulations of the Articles of Association of the Company.

    • (2) In order to comply with the requirements of Article A.1.3 of the Code on Corporate Governance Practices as set out in Appendix 14 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited, the Company shall amend the Articles of Association of the Company to revise the time period for notice of convening regular Board meeting of the Company to 14 days prior to the meeting.

    • (3) After amendment of the Company Law of the PRC, regulations regarding company after-tax profit distribution were amended (including allocations to statutory surplus reserve and discretional surplus reserve), and the Articles of Association of the Company were also amended in accordance with the relevant regulations under the Company Law of the PRC.

The proposed amendments to the Articles of Association of the Company are as follows:

(The English version of the following amendments is an unofficial translation of their Chinese version. In case of any discrepancy between the two versions, the Chinese version shall prevail.)

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I. Article 15 of the Articles of Association of the Company shall be amended as:

The issued shares of the Company are shares with nominal value of RMB1.00 each.

The RMB referred to in the preceding paragraph is the legal currency of the People’s Republic of China.

The shares shall be signed by the legal representative of the Company with the Company’ seal. Upon the approval and authorisation by the Board of Directors, the Company’s seal may be printed on the shares.

  • II. Article 134 of the Articles of Association of the Company shall be amended as:

The meeting of the Board of Directors convened by the Chairman shall be held fourth a year at least, and all the directors shall be notified 14 days before the holding of the meeting.

The Chairman shall convene an extraordinary Board meeting within 3 business days where the following occurs:

  • (1) The Chairman considers it necessary;

  • (2) More than one thirds of the directors jointly propose;

  • (3) The Supervisory Committee proposes;

  • (4) The General Manager proposes.

In principle, the Board meeting shall be held at the place where the Company is located, but it can be held at other places in China upon the approval by the Board.

The Board meeting shall be held in Chinese and interpreters may provide Chinese/English translation at the meeting when necessary.

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  • III. Article 207 of the Articles of Association of the Company shall be amended

as:

The Company’s after-tax profit shall be distributed in the following order:

  • (1) Compensation of losses;

  • (2) Transfer to statutory surplus reserve;

  • (3) Discretionary surplus reserve which may be appropriated upon approval by the general meeting;

  • (4) Dividends paid to ordinary shares.

The Company shall appropriate 10% of profit after tax to its statutory surplus reserve. In case the Company’s accumulated statutory surplus reserve is more than 50% of its registered capital, such reserve cannot be further appropriated.

Losses shall be recovered by profits in the current year before appropriation of statutory surplus reserve as specified in the preceding paragraph where the Company’s statutory surplus reserve is not enough to recover the losses in the prior year.

  • IV. Article 209 of the Articles of Association of the Company shall be amended as:

The Company shall not distribute profit to shareholders prior to recovery of losses and appropriation of statutory surplus reserve. The Company’s shares held by the Company shall not be involved in the profit distribution.

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  • V. Article 214 of the Articles of Association of the Company shall be amended as:

The Company’s surplus reserve shall only be used for the following purposes: Recovery of losses, expansion of the corporate production and operation or increase of the Company’s share capital. The Company’s capital reserve shall not be used for recovery of its losses. In case the Company transfers reserves to capital upon approval by the general meeting, a rights issue shall be given to the existing shareholders in the existing percentages or the nominal value shall be increased. However, the retained reserve shall not be less than 25% of the registered capital when the statutory surplus reserve is transferred to capital.

By order of the Board Gao Tianbao Chairman

Luoyang, the PRC 15 May 2008

As at the date of this notice, the Board comprises three executive Directors: Mr. Gao Tianbao, Mr. Xie Jun and Mr. Cao Mingchun, two non-executive Directors: Mr. Yang Weiping and Mr. Shen Anqin, and four independent non-executive Directors: Mr. Zhang Zhanying, Mr. Guo Aimin, Mr. Xi Shengyang and Mr. Ge Tieming.

Notes:

  1. Holders of the Company’s A Shares who registered in the Shanghai Securities Central Clearing and Registration Corporation, and whose names appear on the register of members maintained by Shanghai Central Securities Registration and Clearing Company at the close of trading at 3:00 p.m. on 30 May 2008, are entitled to attend the AGM by presenting their identity cards, share account cards as well as power of attorney and identity cards of proxy(ies) (if applicable) during 8:00 a.m. to 12:00 a.m. and 2:00 p.m. to 5:30 p.m. on 10 June 2008 at the Secretarial Office of the Board of Directors, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC for registration in relation to attending the AGM; overseas shareholders may fax the copy of the same to the registered address of the Company on or before 10 June 2008.

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  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 30 May 2008, are entitled to attend and vote at the AGM. The Register of Members of the Company’s H Shares will be closed from 2 June 2008 to 30 June 2008 (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 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 Rooms 1901-5, Hopewell Centre, 183 Queen’s Road East, Hong Kong by 4:00 p.m. on 30 May 2008.

  2. Any shareholder entitled to attend and vote at AGM 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. A proxy of the Shareholder needs not be a Shareholder.

  3. The principal 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 authority must be notarially certified. To be valid, the proxy form, together with a notarially certified copy of the power of attorney or other authorisation documents must be lodged at the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, at the Rooms 1901-5, Hopewell Centre, 183 Queen’s Road East, Hong Kong, not less than 24 hours before the time appointed for holding of AGM or any adjournment thereof.

  4. 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 10 June 2008 personally or by mail or fax.

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

  6. The AGM is expected to last for one day. Shareholders and proxies attending the AGM should be responsible for their own traveling and accommodation expenses.

  7. 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: 86-379-63908588 Fax: 86-379-63251984

  1. 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.

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