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RoboSense Technology Co., Ltd Board/Management Information 2003

Mar 6, 2003

50628_rns_2003-03-06_109d8f3b-51f3-4af9-b906-1fee60644fb7.pdf

Board/Management Information

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The Stock Exchange of Hong Kong Limited takes no responsibility for the contents of this announcement, makes no representation as to its accuracy or completeness and expressly disclaims 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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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)

SUPPLEMENTARY NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING OF 2003

This announcement is made with reference to ordinary resolution No. 5 and ordinary resolution No. 6 as set out on the notice, dispatched on 10 February 2003, of the first extraordinary general meeting of 2003 (“EGM”) held by Luoyang Glass Company Limited (the “Company”) on 28 March 2003.

China Luoyang Float Glass (Group) Company of Limited Liability (“CLFG”), the controlling shareholder of the Company, nominates the following as candidates of members of the 4th Board of Directors of the Company and candidates of members (representatives of shareholders) of the 4th Supervisory Committee of the Company. Such nominations are proposed and approved, if elected, to the EGM to be held at the Conference Room of the Company on 4th 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 28 March 2003.

THE LIST OF CANDIDATES FOR DIRECTORS AND SUPERVISORS

Candidates for directors

Mr. Liu Baoying, aged 50, is currently Chairman of China Luoyang Float Glass Company of Limited Liability (“CLFG”) and Secretary appointed by the Party Committee. Mr. Liu joined CLFG in 1970 and had been Publicity Head, Deputy Secretary appointed by the Party Committee, Deputy General Manager, Vice Chairman of the Company and Chairman of Supervisory Committee respectively. Mr. Liu has over 30 years in glass industry with indepth knowledge of circumstances and development of domestic and overseas glass industry. He can coordinate strategy planning and operational policies of the Company, determine operational concepts and preparation for the

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development of the Company. He is extremely knowledgeable of marketing operation of large-scale corporations. Also, Mr. Liu has extensive experience of various years in structure of the Company, employee’s training, and corporate operation and management. He graduated from Henan Broadcast Television University in 1985, then studied at Distance Learning Institute of the Chinese Communist Party in Henan Province and was awarded a bachelor’s degree. He was awarded a master degree of professional industry management from University of People of China in 2002. Mr. Liu is an economic adviser for the Municipal Government of Luoyang and Vice Chairman of Economic Strategy Association of Henan Province.

Mr Wang Yongxin, aged 45, Senior Engineer, Vice-chairman, General Manager of the Company, as well as Director and Deputy General Manager of CLFG, he joined the CLFG in 1983, with extensive experience in technology management, production management and operation management. Mr. Wang was graduated from Zhenzhou University in 1983 with a bachelor degree.

Mr Zhu Leibo, aged 41, Master of Science, Senior Engineer, Executive Director of the Company and Director and Deputy General Manager of CLFG, he joined CLFG in 1983. Mr Zhu has extensive experience in production, coordination and technology management. He was graduated from Shanghai Construction Materials College and the China People’s University. Mr. Zhu is also a Deputy Director of Glass Sub-committee of China Silicate Institute and Fellow of China Coated Glass Institute.

Mr Zhang Shaojie, aged 42, Executive Director, Deputy General Manager of the Company and CLFG. Mr. Zhang joined CLFG in 1982 and has been the officer in Operation Committee and General Manager Assistant. He has extensive experience and profound knowledge in corporate operation management. Mr. Zhuang graduated from the Correspondence School of the Communist Party in Henan Province with bachelor degree.

Mr Zhu Liuxin, aged 50, Doctorial Engineer, Executive Director the Deputy General Manager of the Company. Mr. Zhu joined CLFG in 1968 and became the Deputy General Manager of the Company in 1996. Mr. Zhu has extensive experience in production management. Mr. Zhu was graduated from Wuhan University and Distance Learning Institute of the Chinese Communist Party with a bachelor’s degree.

Mr Jiang Hong, aged 42, Master of Science, Senior Engineer, Executive Director, Deputy General Manager of the Company and CLFG. Mr. Jiang joined CLFG in 1982 and has engaged in research work of float glass. He has extensive practical experience and profound knowledge in float glass. Mr. Jiang was graduated from Zhejing University in 1982 and thereafter studied at Wuhan Industry University.

Mr Wang Jie, aged 41, Executive Director and the Secretary of the Board of Directors of the Company. He joined CLFG in 1980. Since 1983, he has been engaged in the research on corporate promotion and operation management. He participated in the whole process of stock restructuring of CLFG and engaged himself in the matters on shareholding and disclosure for the Company since listing. Mr Wang has extensive experience in the organisational operation. Mr Wang was graduated from the Zhengzhou University in 1987 with bachelor degree.

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Candidates for independent directors

Mr. Zhong Pengrong E�� !"F, aged 49, holder of master degree in economics, renowned economist and economic consultant, is currently the Officer of Beijing Vision Consulting Center and a professor at Central Financial and Economic University, Central South Financial and Economic University and Northwest University. Since the incorporation of Beijing Vision consulting Center in 1993, Mr. Zhong determined strategies for almost one hundred large enterprises and almost fifty municipal governments. He has extensive experience in research and preparation for enterprise developing strategies.

Mr Dai Zhiliang, aged 63, Senior Engineer, Independent Non-executive Director of the Company, was graduated from Shanghai East China Chemical College in 1964. He has extensive experience in research and development of glass production methods, the design of glass factories and the management and operation of design and research institutes. He is the Director of the Beijing Glass Industry Design and Research Institute of the State Bureau of the Building Materials Industry. He is also the Deputy Director of the China Construction Glass and Industrial Glass Association.

Mr. Xi Shengyang E�� !" F, aged 49, holder of master degree in philosophy, is currently Head of Propaganda Department of Henan Science University, Dean of Economic and Management Faculty, Tutor and Professor for management science and engineering students. He is also Vice Chairman of Henan Province Logic Society, Director of Henan Province Economic Society, Vice Chairman of Luoyang Economic Society and Vice Chairman of Luoyang Philosophical and Enterprise Culture Research Society.

Mr. Dong Chao E�� !F, aged 37, Chief Accountant of Henan Branch of Beijing Zhong Zhou Guang Hau Accounting Firm. Mr.Dong graduated from Henan Financial and Economic College with a bachelor’s degree in 1988. He has professional qualifications on accountant, economist, registered accountant and licensed chartered and registered accountant.

Candidates for supervisors

Mr. Tao Shanwu, aged 50, is currently Chairman of the Supervisory Committee of CLFG and Secretary appointed by the Party Committee. Mr. Tao joined CLFG in 1984 and had been Deputy Head of Human Resources Division, Head of the Organization Division of the Party Committee. Mr. Tao has extensive experience in employees’ education and personnel management. He graduated from Distance Learning Institute of Professional Economic Management of the Chinese Communist Party with a bachelor’s degree.

Madam Song Fei E�� !F, aged 40, graduated from Chinese Social Science Post-graduate Economic Faculty with major in enterprise management in July 1988 and with a post-graduate qualification. She is a senior accountant. She joined CLFG in 1982 and is currently Vice Head of Planning and Financial Department of China Luoyang Float Glass Group Company Limited and director of Chinese State Fund Youth Executive President Committee, director of Henan Province Metallurgy & Building Materials Financial Society and director of Henan Province Accounting Society.

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Candidates for independent supervisors

Madam Li Jingyi E�� !"F, aged 51, is a senior accountant a bachelor’s degree. She is currently Head of Financial Department of Office of Henan Province Metallurgy & Building Materials, director of Chinese Metallurgy & Building Materials Financial Society, director of Henan Province Accounting Society, director of Henan Province Management & Accounting Society, and Vice Chairman and Secretary of Henan Province Metallurgy & Building Materials Financial Society.

Madam Gu Meifeng, aged 37, is currently the Company’s independent supervisor. Madam Gu holds a Bachelor degree. She graduated from Henan University with specilization n financial accounting. She is currently the Deputy Head of Luoyang China Certified Public Accoutants. She had nine years experience in enterprise financial accounting and six years audit experience as a registered public accountant. Madam Gu holds professional qualification of certified accountant certified surveyor and security specialized accountant. She possesses in-depth and multi-dimensional theoretical knowledge and holds title of senior accountant.

STATEMENT OF LUOYANG GLASS COMPANY LIMITED IN RELATION TO THE NOMINATION OF INDEPENDENT DIRECTORS

China Luoyang Float Glass Company of Limited Liability hereby publicly declares that in respect of its nominations of Mr. Zhong Pengrong, Mr. Dai Zhiliang, Mr. Xi Shengyang and Mr. Dong Chao (the “nominees”) as candidates for independent directors of the 4th Board of Directors of the Company, there are no relationships between the nominees and the Company which my affect the independence of the nominees. The Company’s specific declaration in this regard is as follows:

The current nomination is based on an adequate understanding of the nominees’ profession, academic qualifications, titles and detailed information on work experience including all part-time employments assumed by the nominees and other information. The nominees have consented in writing to be candidates for independent directors of the 4th Board of Directors of the Company. The nominator is of the opinion that the nominees:

  1. are qualified to assume the position as directors of a listed company in accordance with laws, administrative regulations and other relevant provisions;

  2. satisfy the conditions for the directorate position as required under the Articles of Association of the Company;

  3. are independent as required by the Guideline Opinions on the Establishment of Independent Director System in Listed Companies issued by the China Securities Regulatory Commission, as

    • (1) none of the nominees or their immediate families and principal social connections have assumed any position in the Company;

    • (2) none of the nominees or their immediate families directly or indirectly holds 1% of the issued shares in the Company, or is among the top ten shareholders of the Company;

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  • (3) none of the nominees or their immediate families have assumed any position in any entity which directly or indirectly holds 5% or more of the issued shares of the Company, or have assumed any position in any entity which is among the top five shareholders of the Company;

  • (4) none of the nominees fall within any of the circumstances listed in (1), (2) and (3) above in the past year; and

  • (5) none of the nominees provides any financial, legal, management consultancy or technological consultancy services to the Company or any of its subsidiaries.

  1. None of the nominees concurrently acts as independent directors for more than five companies listed on the Stock Exchange of Hong Kong, including the Company.

The nominator guarantees that above declaration is true, complete and accurate, and does not include any false or misleading statement. The nominator fully understands the consequences that will arise from any false statements.

Nominator:China Luoyang Float Glass (Group) Company of Limited Liability

Luoyang, 6 March 2003

DECLARATION BY CANDIDATE FOR INDEPENDENT DIRECTOR OF LUOYANG GLASS COMPANY LIMITED

We, Mr. Zhong Pengrong, Mr. Dai Zhiliang, Mr. Xi Shengyang and Mr. Dong Chao, candidates for independent directors of the 4th Board of Directors of the Company, hereby publicly declare that there are no relationships between ourselves and the Company which may affect our independence. Our separate and specific declaration in this regard is as follows:

  1. Neither myself nor my immediate families and principal social connections have assumed any position in the Company or any of its subsidiaries;

  2. Neither myself nor my immediate families directly or indirectly hold 1% of the issued shares in the Company;

  3. Neither myself nor my immediate families are among the top ten shareholders of the Company;

  4. Neither myself nor my immediate families have assumed any position in any entity which directly or indirectly holds 5% or more of the issued shares of the Company;

  5. Neither myself nor my immediate families have assumed any position in any entity which is among the top five shareholders of the Company;

  6. I myself do not fall within any of the circumstances listed in 1 to 5;

  7. I do not provide any financial, legal, management consultancy or technological consultancy services of the Company or any of its subsidiaries;

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  1. I do not obtain any other benefit from the Company, its significant shareholders or other connected companies or personnel which is not disclosed;

  2. I am qualified candidate as stated in the Articles of Association.

In addition, I do not concurrently act as independent director for ore than five companies listed on the Stock Exchange of Hong Kong, including the Company.

I fully understand the responsibilities of being an independent director and guarantee that the above declaration is true, complete and accurate, and does not include any false of misleading statements. I fully understand the consequences that will arise from any false statements. China Securities Regulatory Commission (CSRC) may confirm my qualification and independence according to this declaration. During my term of office as independent director, I shall comply with CSRC’s statutes, regulations and notification requirements to ensure sufficient time and effort to fulfill my responsibilities, to judge independently, and not be subjected to the influence of the significant shareholders, the ultimate controller or other connected unities of individuals of the Company.

Declarer: Mr. Zhong Pengrong, Mr. Dai Zhiliang, Mr. Xi Shengyang and Mr. Dong Chao

Beijing, Shanghai, Luoyang and Zhengzhou, 6 March 2003

A circular containing further information related to the supplementary notice shall be dispatched to shareholders of the Company on or before 10 March 2003.

By order of the Board Wang Jie Secretary of Board of Directors

6 March 2003

Please also refer to the published version of this announcement in The Standard

/ Hong Kong Economic Times.

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