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RoboSense Technology Co., Ltd — Board/Management Information 2007
Sep 12, 2007
50628_rns_2007-09-12_1b5302d6-76ad-4047-a588-82a685085754.pdf
Board/Management Information
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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1108)
Announcement of Resolutions Passed at the Board Meeting
This announcement is made pursuant to Rule 13.09 of the Rules Governing the Listing of Securities (the “Listing Rules”) on The Stock Exchange of Hong Kong Limited (the “SEHK”).
Luoyang Glass Company Limited (the “Company”) and all members of the Board (the “Board”) of Directors (the “Directors”) of the Company hereby warrant the truth, accuracy and completeness of the contents in this announcement, and accept joint and several responsibilities for any false information, misleading statements or material omission in this announcement.
The 13th meeting of the fifth Board of the Company was held at the conference room of the Company on 1st Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang, Henan Province, the People’s Republic of China (the “PRC”) at 9:00 a.m. on 12 September 2007. Eleven out of the eleven eligible Directors attended the meeting and all supervisors and certain senior management members attended the meeting. The meeting is in compliance with the Company Law of the PRC and the Articles of Association of the Company. The meeting was presided over by Mr. Zhu Leibo, Vice Chairman of the Company. The following matters were approved unanimously by the Directors at the meeting as resolutions :
1. To elect Mr. Zhu Leibo as the Chairman of the Company.
2. To appoint the Executive Director and General Manager, Mr. Gao Tianbao as the authorised representative of the Company and terminate Mr. Liu Baoying’s capacity as the authorised representative in accordance with requirements of Rule 3.05 of the Listing Rules.
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3. To approve the establishment of an independent Compliance Committee by the Company and adjust the personnel constitution of the special committees of the Board, with members of all the special committees as follows:
(1) The Compliance Committee comprises:
Mr. Xi Shengyang (Independent Non-executive Director), Mr. Lam Ka Wai, Graham (Compliance Adviser Representative), Mr. Lo Wai Keung, Eric (Legal Adviser Representative in Hong Kong) and Mr. Yang Weiping (Non-executive Director) with Mr. Xi Shengyang as Chairman.
(2) The Strategic Committee of the Board comprises:
Mr. Zhu Leibo, Mr. Shen Anqin, Mr. Gao Tianbao, Mr. Zhang Zhanying and Mr. Xie Jun with Mr. Zhu Leibo as Chairman.
(3) The Nomination Committee of the Board comprises:
Mr. Zhu Leibo, Mr. Guo Aimin and Mr. Ge Tieming with Mr. Zhu Leibo as Chairman.
(4) The Audit Committee of the Board comprises:
Mr. Guo Aimin, Mr. Xi Shengyang and Mr. Zhang Zhanying with Mr. Guo Aimin as Chairman.
(5) The Remuneration and Examination Committee of the Board comprises:
Mr. Ge Tieming, Mr. Xi Shengyang and Mr. Zhu Liuxin with Mr. Ge Tieming as Chairman.
The term of office of members of all the special committees is consistent with that of the Directors of the Board.
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4. To appoint Mr. Zhang Kefeng as the representative for securities affairs of the Company.
Profile of Mr. Zhang Kefeng:
Mr. Zhang Kefeng, aged 33, holding a bachelor’s degree, economist, currently serves as the head of the Office and the head of the Secretariat of the Board of the Company. Mr. Zhang has worked as the secretary to the Office, head of the Secretariat, assistant head and deputy head of the Office and deputy head of the Party-Masses Work Department of the Company, deputy party secretary and the secretary to the board of directors of CLFG Longhao Glass Company Limited.
5. To authorise Mr. Gao Tianbao (Executive Director) and Mr. Cao Mingchun (Executive Director) to handle with full rights matters regarding loans from financial institutions guaranteed or pledged by the Company’s assets, with full report to the Board.
6. To consider and approve the proposal for “Corporate Governance Self-inspection Report and Rectification Plan”.
7. To consider and approve the proposal of adjusting the remuneration of Directors, which shall be implemented subject to the approval of the shareholders’ general meeting of the Company.
Details of the proposal are as follows:
(1) Basic annual salary
Chairman ( Mr. Zhu Leibo) RMB320,000 (before tax) Executive Director (Mr. Gao Tianbao, RMB160,000 per person Mr. Zhu Liuxin, Mr. Xie Jun, (before tax) Mr. Cao Mingchun) Allowance for Non-executive Director RMB40,000 per person (Mr. Yang Weiping, Mr. Shen Anqin) (before tax) Allowance for Independent Non-executive Director RMB40,000 per person (Mr. Xi Shengyang, Mr. Guo Aimin, (before tax) Mr. Zhang Zhanying, Mr. Ge Tieming)
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(2) Performance Annual Salary
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After achieving the annual business target, 1.5 times of the basic annual salary will be paid.
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Commission Award for Exceeding Business Target is used to award the members of the Board:
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a. 10% of the exceeding part will be awarded if the business target exceeds within 10%
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b. 5% of the exceeding part will be awarded if the business target exceeds 10% to 20%
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c. 3% of the exceeding part will be awarded if the business target exceeds 20% or above
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(3) Outstanding Contribution Award
It will be proposed by the Chairman and determined by the Board.
By order of the Board
Cao Mingchun
Secretary to the Board
Luoyang, the PRC 12 September 2007
As at the date of this announcement, the Board comprises five executive Directors: Mr. Zhu Leibo, Mr. Zhu Liuxin, 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.
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