AI assistant
RoboSense Technology Co., Ltd — AGM Information 2011
Apr 18, 2011
50628_rns_2011-04-18_5a30558e-d714-4a7c-86c7-0b49def3ba04.pdf
AGM Information
Open in viewerOpens in your device viewer
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 (the “ Company ”), you should at once hand this circular and the accompanying form of proxy 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.
==> picture [373 x 149] intentionally omitted <==
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY
A notice of the annual general meeting 2010 (the “ AGM ”) of the Company to be held at 9:00 a.m. on 7 June 2011 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 ”) is set out on pages 3 to 6 of this circular.
A form of proxy for use at the AGM is enclosed. Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s share registrar, Hong Kong Registrars Limited, at Rooms 1901-5, 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 as soon as possible and in any event not less than 24 hours before the time appointed for holding the AGM or for any adjournments thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting should you so wish.
19 April 2011
CONTENTS
| Page | |
|---|---|
| Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ii |
| Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| Notice of Annual General Meeting 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 3 |
| Appendix — Proposed Amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . | 7 |
— i —
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
| “Articles of Association” | the articles of association of the Company; |
|---|---|
| “Board” | the board of Directors of the Company; |
| “Company” | Luoyang Glass Company Limited, a joint stock limited company |
| incorporated in the PRC with limited liability, the H shares of which | |
| are listed on the Main Board of the Stock Exchange (stock code: | |
| 1108); | |
| “Directors” | the directors of the Company; |
| “AGM” | the annual general meeting 2010 of the Company to be held at 9:00 |
| a.m. on 7 June 2011 at the conference room of the Company on | |
| 1st Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang | |
| Municipal, Henan Province, the PRC; | |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange; |
| “PRC” | The People’s Republic of China; |
| “Shareholders” | the shareholders of the Company; and |
| “Stock Exchange” | The Stock Exchange of Hong Kong Limited. |
— ii —
LETTER FROM THE BOARD
==> picture [373 x 149] intentionally omitted <==
Executive Directors:
Mr. Song Jianming (Chairman) Mr. Ni Zhisen Ms. Song Fei Mr. Cheng Zonghui
Registered office:
No. 9 Tang Gong Zhong Lu Xigong District Luoyang Municipal Henan Province The PRC
Non-executive Directors:
Mr. Zhao Yuanxiang Mr. Zhang Chengong Mr. Guo Yimin
Independent non-executive Directors:
Mr. Zhang Zhanying
Mr. Guo Aimin
Mr. Huang Ping
Mr. Dong Jiachun
19 April 2011
To the Shareholders
Dear Sir or Madam,
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION OF THE COMPANY
The Company’s controlling Shareholder, China Luoyang Float Glass (Group) Company Limited (“ CLFG ”), has held 179,081,242 non-restricted circulating shares of the Company, representing 35.80% of the total share capital of the Company. On 3 September 2010, CLFG sold 20,000,000 non-restricted circulating shares of the Company (representing 4% of the total share capital of the Company) via the block trading system of the Shanghai Stock Exchange. After the sale of the shares, CLFG holds a total of 159,018,242 non-restricted circulating shares of the Company, representing 31.80% of the total share capital of the Company. In this connection, the Company proposed to amend the relevant provisions of the Articles of Association and submits the proposal to the AGM for consideration.
— 1 —
LETTER FROM THE BOARD
The purpose of this circular is to provide you with the details of the proposed amendments to the Articles of Association. Special resolution(s) will be proposed at the AGM to amend the Articles of Association. The unofficial English translations of the proposed amendments to the Articles of Association are set out in the Appendix to this circular.
RECOMMENDATION
The Board considers that the proposed amendments to the Articles of Association are fair and reasonable so far as the Shareholders are concerned and are in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to consider and vote in favour of the above special resolution(s) at the AGM.
AGM
The AGM will be held at 9:00 a.m. on 7 June 2011 at the conference room of the Company on 1st Floor, No.9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC, at which (among other things) special resolution(s) for amendments to the Articles of Association will be proposed to the Shareholders for approval. At the AGM, voting of the Shareholders will be conducted by way of poll.
The notice of the AGM is set out on pages 3 to 6 of this circular. A proxy form for use at the AGM is also enclosed. Whether or not you are able to attend the AGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s share registrar, Hong Kong Registrars Limited, at Rooms 1901-5, 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 as soon as possible and in any event not less than 24 hours before the time appointed for holding the AGM or for any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM or any adjourned meetings should you so wish.
An announcement will be made by the Company following conclusion of the AGM to inform Shareholders of the results of the AGM.
Yours faithfully,
For and on behalf of the Board
Song Jianming
Chairman
— 2 —
NOTICE OF ANNUAL GENERAL MEETING 2010
==> picture [373 x 149] intentionally omitted <==
NOTICE OF ANNUAL GENERAL MEETING 2010
NOTICE IS HEREBY given that the Annual General Meeting 2010 (the “ AGM ”) 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 7 June 2011 for the purpose of considering and, if thought fit, passing the following resolutions:
I. ORDINARY RESOLUTIONS:
-
To consider and approve the working report of the board (the “ Board ”) of directors (the “ Directors ”) of the Company for the year 2010;
-
To consider and approve the working report of the supervisory committee of the Company for the year 2010;
-
To consider and approve the financial report of the Company for the year 2010;
— 3 —
NOTICE OF ANNUAL GENERAL MEETING 2010
- To consider and approve the profit distribution plan of the Company for the year 2010.
According to International Financial Reporting Standards, the net profit attributable to the equity shareholders of the Company for 2010 was RMB61.95 million. Taking into account of the undistributable profit of RMB-962.54 million at the beginning of the year, the accumulated loss was RMB900.59 million. As a result, the Company does not recommend profit distribution for 2010 or any transfer of capital reserve to share capital.
According to the PRC accounting standards, the net profit attributable to the equity shareholders of the Company for 2010 was RMB60.79 million. Taking into account of the undistributable profit of RMB-1,355.13 million at the beginning of the year, the accumulated loss was RMB1,294.34 million. As a result, the Company does not recommend profit distribution for 2010 or any transfer of capital reserve to share capital.
II. SPECIAL RESOLUTION:
-
To consider and approve the proposal for amendments to certain articles of the Articles of Association of the Company.
-
a. Article 19 of the Articles of Association of the Company be amended to read as “With the approval of the company approving department authorised by the State Council, the Company has issued 700 million ordinary shares in total. The Company issued 400 million shares to the promoter at the time of its establishment, representing 57.14% of the total ordinary shares that can be issued by the Company. Upon completion of the share segregation reform and reduction of registered capital by the Company, the share capital structure has been changed. The total ordinary shares issued by the Company amount to 500,018,242 shares.”
— 4 —
NOTICE OF ANNUAL GENERAL MEETING 2010
- b. Article 20 of the Articles of Association of the Company be amended to read as “The Company’s share capital structure comprises: 159,018,242 non-restricted circulating shares held by the promoter, representing approximately 31.80% of the Company’s total ordinary shares in issue. 250,000,000 ordinary shares in issue are overseas listed foreign shares, representing approximately 50% of the Company’s total ordinary shares in issue. 91,000,000 shares are domestic listed domestic shares, representing approximately 18.20% of the Company’s total ordinary shares in issue.”
By order of the Board Luoyang Glass Company Limited Song Jianming Chairman
Luoyang, the PRC 19 April 2011
As at the date of this notice, the Board comprises four executive Directors: Mr. Song Jianming, Mr. Ni Zhisen, Ms. Song Fei and Mr. Cheng Zonghui; three non-executive 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.
Notes:
-
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 Securities Central Clearing and Registration Corporation at the close of trading at 3:00 p.m. on 6 May 2011, 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 noon and 2:00 p.m. to 5:30 p.m. on 17 May 2011 at the Secretarial Office of the Board, 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 17 May 2011.
-
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 6 May 2011, are entitled to attend and vote at the AGM. The Register of Members of the Company’s H Shares will be closed from 7 May 2011 to 7 June 2011 (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 Rooms 1901-5, Hopewell Centre, 183 Queen’s Road East, Hong Kong by 4:00 p.m. on 6 May 2011.
-
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. A proxy needs not be a Shareholder.
— 5 —
NOTICE OF ANNUAL GENERAL MEETING 2010
-
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 authorisation documents 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 Rooms 1901-5, 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 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 17 May 2011 personally or by mail or fax.
-
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 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.
— 6 —
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
APPENDIx
The English version of this Appendix is an unofficial translation of its Chinese version. In case of any discrepancies between the two versions, the Chinese version shall prevail.
The proposed amendments to the Articles of Association are as follows:
- Article 19 of the original Articles of Association which reads “With the approval of the company approving department authorised by the State Council, the Company has issued 700 million ordinary shares in total. The Company issued 400 million shares to the promoter at the time of its establishment, representing 57.14% of the total ordinary shares that can be issued by the Company. Upon completion of the share segregation reform and reduction of registered capital by the Company, the share capital structure has been changed. The total ordinary shares issued by the Company amount to 500,018,242 shares. The promoter holds 179,018,242 restricted circulating shares, representing approximately 35.80% of the Company’s total ordinary shares in issue.” shall be amended to read as:
“With the approval of the company approving department authorised by the State Council, the Company has issued 700 million ordinary shares in total. The Company issued 400 million shares to the promoter at the time of its establishment, representing 57.14% of the total ordinary shares that can be issued by the Company. Upon completion of the share segregation reform and reduction of registered capital by the Company, the share capital structure has been changed. The total ordinary shares issued by the Company amount to 500,018,242 shares.”
- Article 20 of the original Articles of Association which reads “Upon change of share capital structure of the Company, 500,018,242 ordinary shares have been issued, among which the promoter holds 179,018,242 restricted circulating shares, representing approximately 35.80% of the Company’s total ordinary shares in issue. 250,000,000 ordinary shares in issue are overseas listed foreign shares, representing approximately 50% of the Company’s total ordinary shares in issue. 71,000,000 shares are domestic listed domestic shares, representing approximately 14.20% of the Company’s total ordinary shares in issue. The Company’s share capital structure comprises: 500,018,242 ordinary shares, among which 179,018,242 restricted circulating shares are held by the promoter, 250,000,000 shares are held by shareholders of overseas listed foreign shares, and 71,000,000 shares are held by shareholders of domestic listed domestic shares. If the Company issues domestic shares and/or overseas listed foreign shares according to Article 128(1) of the articles of association of the Company and the shares to be issued not exceeding 600,021,890 shares, not more than 300,021,890 shares shall be issued to domestic investors as domestic shares and not more than 300,000,000 shares shall be issued to shareholders of overseas listed foreign shares as overseas listed foreign shares.” shall be amended to read as:
“The Company’s share capital structure comprises: 159,018,242 non-restricted circulating shares held by the promoter, representing approximately 31.80% of the Company’s total ordinary shares in issue. 250,000,000 ordinary shares in issue are overseas listed foreign shares, representing approximately 50% of the Company’s total ordinary shares in issue. 91,000,000 shares are domestic listed domestic shares, representing approximately 18.20% of the Company’s total ordinary shares in issue.”
— 7 —