Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

RoboSense Technology Co., Ltd Board/Management Information 2012

Dec 18, 2012

50628_rns_2012-12-18_4c9b186b-7177-490d-9ecd-46dd423d6ce0.pdf

Board/Management Information

Open in viewer

Opens in your device viewer

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, 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 announcement.

==> picture [419 x 168] intentionally omitted <==

ANNOUNCEMENT OF RESOLUTIONS PASSED AT THE BOARD MEETING

All members of the board (the “ Board ”) of directors (the “ Directors ”) of Luoyang Glass Company Limited (the “ Company ”) hereby warrant the truthfulness, accuracy and completeness of the contents of this announcement, and accept several and joint responsibilities for any false information, misleading statements or material omissions in this announcement.

The 2nd meeting of the seventh Board of the Company was held on 17 December 2012. All of the ten eligible Directors have attended the meeting, and the meeting was in compliance with the requirements of the Company Law of the People’s Republic of China (the “ PRC ”) and the Articles of Association of the Company. The meeting was presided over by Mr. Song Jianming, the executive Director of the Company. The following resolutions were duly considered and passed by way of poll at the meeting:

  • I. To elect Mr. Song Jianming as the chairman of the seventh Board of the Company, with the same term of office as that of the seventh Board.

  • II. To appoint Mr. Ni Zhisen as the general manager of the Company, with the same term of office as that of the seventh Board.

— 1 —

  • III. To appoint Ms. Song Fei as the deputy general manager and chief financial controller of the Company, with the same term of office as that of the seventh Board.

  • IV. To appoint Ms. Song Fei as the secretary to the Board of the Company, with the same term of office as that of the seventh Board.

  • V. To appoint Mr. Ip Pui Sum as the company secretary of the Company in Hong Kong, with the same term of office as that of the seventh Board. Mr. Ip Pui Sum’s qualification satisfies the relevant requirements for the qualification of a company secretary under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

Mr. Ip Pui Sum, aged 52, graduated from The Hong Kong Polytechnic University in 1982 with a MBA degree. Mr. Ip is a certified public accountant in Hong Kong, a fellow member of the Association of Chartered Certified Accountants, and a member of the Hong Kong Institute of Certified Public Accountants, Chartered Institute of Management Accountants, Institute of Chartered Secretaries and Administrators and The Hong Kong Institute of Chartered Secretaries. Mr. Ip has served as the company secretary of several Hong Kong listed companies and is currently serving as the company secretary of the Company in Hong Kong.

  • VI. The resolution in relation to the proposal of the remuneration for management.

Based on the duties and responsibilities of the management and taking into account the actual situation of the Company, the remuneration proposal for the management of the Company was determined as follow:

  1. Basic Annual Salary

General Manager

RMB260,000 (before tax)

Deputy General Manager

(Chief Financial Controller

and Secretary to the Board)

RMB130,000 (before tax)

— 2 —

2. Performance Annual Salary

  • (1) Those who have completed the annual operation target will get an annual salary equivalent to 1.5 times of their basic annual salary.

  • (2) Extra reward for management members whose achievement exceeded the operation target:

    • ① can get extra reward equivalent to 10% of the part of his/her achievement that exceeds the operation target by less than 10%.

    • ② can get extra reward equivalent to 5% of the part of his/her achievement that exceeds the operation target by 10% - 20%.

    • ③ can get extra reward equivalent to 3% of the part of his/her achievement that exceeds the operation target by more than 20%.

  1. Outstanding Performance Reward

This reward will be proposed by the general manager, and considered and confirmed by the Remuneration and Review Committee under the Board.

  • VII. The resolution in relation to the adjustments of members of the special committees under the Board.

The members of the five special committees under the seventh Board are as follows:

  • The Compliance Committee:

  • Mr. Liu Tianni, Mr. Guo Yimin, Mr. Lo Wai Keung, Eric and Mr. Ip Pui Sum. Mr. Liu Tianni serves as the chairman.

The Strategic Committee:

Mr. Song Jianming, Mr. Zhang Chengong, Mr. Zhao Yuanxiang, Mr. Ni Zhisen and Mr. Zeng Shaojin. Mr. Song Jianming serves as the chairman.

The Nomination Committee:

Mr. Song Jianming, Mr. Zeng Shaojin and Mr. Huang Ping. Mr. Zeng Shaojin serves as the chairman.

— 3 —

The Remuneration and Review Committee: The Audit Committee:

Mr. Dong Jiachun, Mr. Zhao Yuanxiang and Mr. Liu Tianni. Mr. Dong Jiachun serves as the chairman.

Mr. Huang Ping, Mr. Liu Tianni and Mr. Dong Jiachun. Mr. Huang Ping serves as the chairman.

Please refer to the circular of the Company dated 26 September 2012 for the biographical details of Mr. Song Jianming, Mr. Ni Zhisen and Ms. Song Fei as mentioned above.

By order of the Board LUOYANG GLASS COMPANY LIMITED

Song Jianming Chairman

Luoyang, the PRC 18 December 2012

As at the date of this announcement, the Board comprises three executive Directors: Mr. Song Jianming, Mr. Ni Zhisen and Ms. Song Fei; three non-executive Directors: Mr. Zhao Yuanxiang, Mr. Zhang Chengong and Mr. Guo Yimin; and four independent non-executive Directors: Mr. Huang Ping, Mr. Dong Jiachun, Mr. Liu Tianni and Mr. Zeng Shaojin.

— 4 —