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RoboSense Technology Co., Ltd AGM Information 2017

Oct 11, 2017

50628_rns_2017-10-11_6f9064d1-ae94-4a34-b630-66317f077b41.pdf

AGM Information

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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 notice, 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 notice.

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SUPPLEMENTAL NOTICE OF THE 2017 THIRD EXTRAORDINARY GENERAL MEETING

References are made to the notice (the “ Notice ”) of the 2017 Third Extraordinary General Meeting (the “ EGM ”) of Luoyang Glass Company Limited* (the “ Company ”) dated 7 August 2017 and the announcements of the Company dated 8 September 2017 and 29 September 2017 (the “ Announcements ”) in relation to, among other things, postponement of the EGM.

As stated in the Announcements, the EGM originally scheduled to be held at 9:00 a.m. on Tuesday, 26 September 2017 was further postponed to 9:00 a.m. on Friday, 27 October 2017, at the same venue 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 ”). This notice is supplemental to the Notice.

Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the circular of the Company dated 11 October 2017.

According to Article 73 of the Articles of Association of the Company (the “ Articles of Association ”), shareholders alone or in aggregate holding more than 3% (including 3%) of the shares of the Company can make a temporary proposal and submit in writing to the Board 10 days prior to the date of the general meeting. The Board shall issue a supplemental notice of the general meeting within 2 days upon the receipt of the proposal and submit such temporary proposal to the general meeting for consideration.

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On 10 October 2017, the Board received a letter from CLFG, the substantial Shareholder of the Company holding 105,018,242 Shares, representing approximately 19.94% of the total issued share capital of the Company as at the date of the letter, requesting for the inclusion of six special resolutions at the EGM. According to Article 73 of the Articles of Association, the Board agreed to put forward six new special resolutions at the EGM for the Shareholders’ consideration and approval.

The following special resolutions are proposed to the EGM as special resolution numbers 14, 15, 16, 17, 18 and 19:

SPECIAL RESOLUTIONS

  • 14 To approve the resolution regarding execution of the First SP Agreement and the First Supplemental SP Agreement with conditions precedent to their effectiveness between the Company and the transaction counterparties;

  • 15 To approve the resolution regarding execution of the Second SP Agreement and the Second Supplemental SP Agreement with conditions precedent to their effectiveness between the Company and the transaction counterparties;

  • 16 To approve the resolution regarding execution of the Third SP Agreement and the Third Supplemental SP Agreement with conditions precedent to their effectiveness between the Company and the transaction counterparties;

  • 17 To approve the resolution regarding execution of the First PG Indemnity Agreement and the First Supplemental PG Indemnity Agreement with conditions precedent to their effectiveness between the Company and the transaction counterparties;

  • 18 To approve the resolution regarding execution of the Second PG Indemnity Agreement and the Second Supplemental PG Indemnity Agreement with conditions precedent to their effectiveness between the Company and the transaction counterparties; and

  • 19 To approve the resolution regarding execution of the Third PG Indemnity Agreement and the Third Supplemental PG Indemnity Agreement with conditions precedent to their effectiveness between the Company and the transaction counterparties.

(For details of the above resolutions, please refer to the circular of the Company dated 11 October 2017.)

By order of the Board Luoyang Glass Company Limited * Zhang Chong Chairman

Luoyang, the PRC 11 October 2017

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As at the date of this notice, the Board comprises four executive Directors: Mr. Zhang Chong, Mr. Ni Zhisen, Mr. Wang Guoqiang and Mr. Ma Yan; one non-executive Director: Mr. Xie Jun; and four independent non-executive Directors: Mr. Jin Zhanping, Mr. Liu Tianni, Mr. Ye Shuhua and Mr. He Baofeng.

  • For identification purposes only

Notes:

  1. For details of other resolutions to be proposed at the EGM, please refer to the Notice.

  2. 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 25 August 2017, are entitled to attend and vote at the extraordinary general meeting. The register of members of the Company’s H Shares will be closed from 26 August 2017 to 27 October 2017 (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 extraordinary general meeting 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 25 August 2017.

  3. Any shareholder entitled to attend and vote at the extraordinary general meeting 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.

  4. The principal may appoint a proxy in written form (i.e. through the enclosed supplemental proxy form). The supplemental proxy form shall be signed by the principal or his attorney as authorised. In the event that the supplemental 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 supplemental 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 meeting or any adjournment thereof.

  5. Shareholders who intend to attend the extraordinary general meeting 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 6 October 2017 by courier, mail or facsimile.

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

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

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  1. 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 supplemental proxy form will not preclude Shareholders of the Company from subsequently attending and voting in person at the extraordinary general meeting or any adjourned meetings should you so wish.

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