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RoboSense Technology Co., Ltd Board/Management Information 2007

Jul 26, 2007

50628_rns_2007-07-26_3c88f189-4aeb-4fa8-983a-fa90f5865b14.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)

Notice of the 2007 Second Extraordinary General Meeting

NOTICE IS HEREBY given that the 2007 Second Extraordinary General Meeting (“EGM”) 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 at 9:00 a.m. on 10 September 2007 for considering and, if thought fit, passing the following ordinary resolutions:

I. To add and appoint the members of the Fifth Board of Directors of the Company;

  1. To add and appoint Mr. Gao Tianbao as an executive director of the Fifth Board of Directors of the Company;

  2. To add and appoint Mr. Xie Jun as an executive director of the Fifth Board of Directors of the Company;

  3. To add and appoint Mr. Cao Mingchun as an executive director of the Fifth Board of Directors of the Company;

  4. To add and appoint Mr. Yang Weiping as a non-executive director of the Fifth Board of Directors of the Company;

  5. To add and appoint Mr. Shen Anqin as a non-executive director of the Fifth Board of Directors of the Company;

  6. To add and appoint Mr. Guo Tieming as an independent non-executive director of the Fifth Board of Directors of the Company;

II. To add and appoint the members of the Fifth Supervisory Committee of the Company;

  1. To add and appoint Mr. Ren Zhenduo as a member of the Fifth Supervisory Committee of the Company who is also a shareholders’ representative;

  2. To add and appoint Ms. Yao Wenjun as a member of the Fifth Supervisory Committee of the Company who is also a shareholders’ representative;

  3. To add and appoint Mr. He Baofeng as an independent supervisor of the Fifth Supervisory Committee of the Company who is also a shareholders’ representative;

Please see Attachment (1) below for biographies of candidates for the position of directors and supervisors. For details of “Nominator’s Declaration on Independent Director” and “Declaration of the Candidate for Independent Director”, please see Attachments (2) and (3) respectively.

By order of the Board Cao Mingchun Secretary to the Board

Luoyang, China 26 July 2007

As at the date of this notice, the Board comprises five executive Directors: Mr. Zhu Leibo, Mr. Zhang Shaojie, Mr. Zhu Liuxin, Mr. Jiang Hong and Mr. Ding Jianluo, and four independent non-executive Directors: Mr. Zhang Zhanying, Mr. Guo Aimin, Mr. Xi Shengyang and Mr. Dong Chao.

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Notes:

  1. In accordance with the provision of Article 130 of the Articles of Association of the Company, in addition to the nomination of the candidate for the position of a director by the largest shareholder of the Company, China Luoyang Float Glass (Group) Company Limited, other shareholders who individually or jointly hold 5% or above of the issued shares of the Company may also nominate candidates for the position of a director. The written notice of the intention to nominate a candidate and the candidates’ willingness to accept the nomination shall be served to the Company seven days prior to the convening of the general meeting. In such a case, the Company will issue a further announcement. The nomination of the candidate for the position of a supervisor is subject to the said article of the Articles of Association of the Company.

  2. 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 10 August 2007, are entitled to attend the EGM 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. - 12:00 a.m. and 2:00 p.m. - 5:30 p.m. on 21 August 2007 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 EGM; overseas shareholders of A Shares may fax the copy of the same to the registered address of the Company on or before 21 August 2007.

  3. 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 10 August 2007, are entitled to attend and vote at the EGM. The Register of Members of the Company’s H Shares will be closed from 13 August 2007 to 10 September 2007 (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 EGM 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 10 August 2007.

  4. Any shareholder entitled to attend and vote at the 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.

  5. 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 authorization 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 the meeting or any adjournment thereof.

  6. Shareholders who intend to attend the EGM 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 21 August 2007 personally or by mail or fax.

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

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

  9. 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 EGM or any adjourned meetings should you so wish.

Attachment 1: Biographies of Candidates for the Position of Directors and Supervisors

Candidates for the Position of Directors

Mr. Gao Tianbao, aged 49, is a senior accountant. Since he joined the Company in 1983, Mr. Gao has successively held positions including heads of Planning Department, Operation Department, Planning and Development Department, and Planning and Financial Department of the Company, and the Financial Controller of the Company. He has extensive experience in corporate operation and management and financial management. Mr. Gao graduated from Zhengzhou University in 1983 with a bachelor’s degree.

Mr. Xie Jun, aged 41, a postgraduate, had served as head and chief controller of the production department of the Company, head of No. 2 Float Glass Plant and general manager of the Company’s subsidiary, Chenzhou Bada Glass Company Limited, deputy general manager of the Company and general manager of CLFG Processed Glass Company Limited (an associate company of the Company). He specialises in the research of float glass technology, corporate marketing and production coordination and management.

Mr. Cao Mingchun, aged 44, a postgraduate, is currently the Financial Controller and Secretary to the Board of the Company, a director of CLFG Longmen Glass Company Limited (a subsidiary of the Company), and a director of Yinan Huasheng Mining Company Limited. He had served as the deputy general manager of Company’s subsidiary, Chenzhou Bada Glass Company Limited and manager of Materials Supply Department of the Company. He specialises in capital operation and financial management. Mr. Cao is experienced in rational corporate management.

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Mr. Yang Weiping, aged 48, a legal adviser and lawyer with master degree, is currently the manager of Legal Affairs Department and legal adviser of China Luoyang Float Glass (Group) Company Limited (“CLFG”). Mr. Jiang joined CLFG in 1995 and has engaged in work concerning legal affairs. He is also an arbitrator of Luoyang Arbitration Commission and an arbitrator of Luoyang Labour Dispute Arbitration Commission. He also serves as a director of CLFG Longhai Glass Company Limited, a subsidiary of the Company.

Mr. Shen Anqin, aged 58, a senior accountant, is currently the deputy general manager and chief accountant of China National Building Material Group Corporation. Mr. Shen served as deputy head of the State Bureau of Building Materials Industry and had extensive experiences on corporate finance management. He graduated from the department of applied mathematics of Xi Dian University in 1982.

Mr. Guo Tieming, aged 62, a senior economist with a bachelor’s degree. Mr. Guo has extensive experiences on corporate strategy management. He is currently an external director of CITS Group Corporation and an external director of Panzhihua Iron & Steel (Group) Company Limited.

Candidates for the Position of Supervisors

Mr. Ren Zhenduo, aged 43, holds a bachelor’s degree. Mr. Ren joined the Company in 1983. He successively served as general manager of Longmen Glass Company Limited (a subsidiary of the Company), manger of No.2 Float Grass Plant, Secretary of Party Committee to No.3 Float Grass Plant and general manager of Luoyang Longxin Glass Company Limited which is a subsidiary of CLFG. Mr. Ren specialises in business management and has extensive experiences on glass technology and corporate culture building.

Ms. Yao Wenjun, aged 38, a senior accountant with a bachelor’s degree. She is currently the general manager of Audit Department of China National Building Material Group Corporation. Ms. Yao has extensive experience in corporate finance management.

Mr. He Baofeng, aged 35, is a PRC public certified accountant and a PRC certified tax agent with a bachelor’s degree. Graduated from Henan University of Finance and Economics, he is currently the head of Luoyang Topchina CPA Ltd. and a member of the Expert Panel under Luoyang Institute of Certified Public Accountants.

Attachment 2

LUOYANG GLASS COMPANY LIMITED NOMINATOR’S DECLARATION ON INDEPENDENT DIRECTOR

The nominator, China Luoyang Float Glass (Group) Company Limited, hereby publicly declares its nomination of Mr. Guo Tieming as a Candidate for the position of Independent Director of the Fifth Board of Directors of Luoyang Glass Company Limited. The nominee has absolutely no relationship with Luoyang Glass Company Limited which affects the independence of the nominatee. The particulars are as follows:

This nomination is made in full knowledge of the nominee’s profession, academic background, professional posts, detailed work experience, and all other concurrent posts (details of which are set out in the attachments). The nominee has already given written consent to be appointed as a Candidate for the position of Independent Director of the Fifth Board of Directors of Luoyang Glass Company Limited (Declaration of the Candidate for Independent Director was enclosed). The nominator is of the opinion that the nominee:

1. is qualified to be a director of a listed company according to the statues, administrative laws and regulations and other stipulations;

2. complies with the conditions of employment stipulated in the Articles of Association of Luoyang Glass Company Limited;

3. has the independence required by the Guidance on Setting Up a System of Independent Directors for Listed Companies by China Securities Regulatory Commission:

  • (i) Neither the nominee nor his direct relations, nor other important social connections were employed by Luoyang Glass Company Limited;

  • (ii) Neither the nominee nor his direct relations are shareholders holding either directly or indirectly 1% or more of the issued shares of the listed company, nor are they amongst the ten largest shareholders of the listed company;

  • (iii) Neither the nominee nor his direct relations may hold office in shareholders holding 5% or more of the issued shares of the listed company, nor may they hold office in one of the top five shareholders of the listed company;

  • (iv) Over the past year, the nominee has not fit any of the criteria in the above three points;

  • (v) The nominee is not an employee providing such services as financial, legal, management consultancy or technical consultancy to the listed company.

4. The nominee may not concurrently hold more than five posts of independent director in listed companies, including Luoyang Glass Company Limited.

The nominator guarantees the accuracy, completeness and correctness of the above declaration and that it does not contain any false statements or misleading elements. The nominator is fully aware of the possible consequences of making false declarations.

Nominator: China Luoyang Float Glass (Group) Company Limited 23 July 2007

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Attachment 3

LUOYANG GLASS COMPANY LIMITED DECLARATION OF THE CANDIDATE FOR INDEPENDENT DIRECTOR

Guo Tieming, the declarer, being the Candidate for Independent Director of the Fifth Board of Directors of Luoyang Glass Company Limited, hereby publicly declares that there are no relations between myself and Luoyang Glass Company Limited which may affect my independence during my tenure as independent director of the Company. Particulars of the declaration are as follows:

1. Neither myself nor my direct relations, nor other important social connections are employed by the Company or its associated companies;

2. Neither myself nor my direct relations are shareholders holding either directly or indirectly 1% or more of the Company’s issued shares;

3. Neither myself nor my direct relations are amongst the ten largest shareholders of the Company;

4. Neither myself nor my direct relations hold office in shareholder entities holding either directly or indirectly 5% or more of the Company’s issued shares;

5. Neither myself nor my direct relations hold office in the Company’s five largest shareholders entities;

6. Over the part year, I have not fit any of the criteria in the above five points;

7. I do not provide such services as financial, legal, management consultancy or technical consultancy to the Company or its associated companies;

8. I have not received any other benefits from the Company, its major shareholders or interested institutions or employees which have not been disclosed;

9. I comply with the conditions of employment stipulated in the Article of Association of the Company.

In addition, I do not concurrently hold the post of independent director in more than five listed companies including Luoyang Glass Company Limited.

I am fully aware of the responsibilities attached to the post of independent director and guarantees the accuracy, completeness and correctness of the above declaration and that it does not contain any false statements or misleading elements. I am fully cognisant of the possible consequences of making false declarations. China Securities Regulatory Commission may ascertain my independence and employment qualifications from this declaration. During my tenure as independent director of the Company, I will comply with the requirements of the regulations, stipulations and notices promulgated by China Securities Regulatory Commission. I will ensure that I have enough time and energy to carry out my obligations, that my judgment will be independent and that I will not be affected by the Company’s major shareholders, the practical controlling personages, or other units or individuals which have interests in the Company.

Declarer: Guo Tieming

23 July 2007

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