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RoboSense Technology Co., Ltd — Board/Management Information 2012
Mar 27, 2012
50628_rns_2012-03-27_b293a870-8dcb-4e43-8112-a267d6f4e85f.pdf
Board/Management 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 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.
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ANNOUNCEMENT OF RESOLUTIONS PASSED AT THE MEETING OF THE BOARD OF DIRECTORS
This announcement is made pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.
Luoyang Glass Company Limited (the “ Company ”) and all members of the board (the “ Board ”) of directors (the “ Directors ”) of the Company warrant the truthfulness, accuracy and completeness of the contents contained in this announcement, and severally and jointly accept the responsibility for false information, misleading statements or material omissions in this announcement.
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The 37th meeting of the 6th Board of the Company was held at the conference room of Xinyuan International Hotel at Luoyang, Henan Province, the People’s Republic of China (the “ PRC ”) at 8:00 a.m. on 27 March 2012. Nine out of the ten eligible Directors attended the meeting. Mr. Huang Ping, the independent non-executive Director, entrusted Mr. Dong Jiachun, the independent non-executive Director, to exercise voting rights on his behalf in respect of all matters considered at the meeting. The procedures for convening the meeting were in compliance with the relevant requirements of the Company Law of the PRC and the Articles of Association of the Company. The meeting was presided over by Mr. Song Jianming, the Chairman of the Company, at which the following matters were approved unanimously by the Directors present as resolutions:
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Considered and approved the working report of the Board of the Company for the year 2011;
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Considered and approved the working report of the general manager of the Company for the year 2011;
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Considered and approved the final accounts report of the Company for the year 2011;
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Considered and approved the 2011 annual report of the Company and its summary;
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Considered and approved the Company’s profit distribution plan for the year 2011;
In accordance with the International Accounting Standards, the net profit attributable to the shareholders of the Company amounted to RMB38.46 million for 2011. Adding the undistributed profit of RMB-900.59 million at the beginning of the year, the accumulated loss amounted to RMB862.13 million. Therefore, the Company does not recommend profit distribution for 2011 or any transfer of capital reserve to share capital.
In accordance with the PRC Accounting Standards, the net profit attributable to the shareholders of the Company amounted to RMB12.33 million for 2011. Adding the undistributed profit of RMB-1,294.34 million at the beginning of the year, the accumulated loss amounted to RMB1,282.01 million. Therefore, the Company does not recommend profit distribution for 2011 or any transfer of capital reserve to share capital.
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Considered and approved the financial budget report of the Company for the year 2012;
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Considered and approved the report on continuing connected transactions of the Company for the year 2011;
In 2011, the actual transaction amount of connected transactions conducted by the Company and its subsidiaries (the “ Group ”) was RMB331,142,000, representing a decrease of RMB39,082,000 as compared with 2010. The decrease was mainly due to the decrease in transaction amount from provision of raw materials and fuels by the Group to CLFG Luoyang Longxin Glass Company Limited (“ Longxin Glass ”) in 2011 as a result of suspension of production of No.1 production line of Longxin Glass since September 2010.
All the continuing connected transactions of the Group were entered into in the ordinary and usual course of business and on normal commercial terms or on terms not less favourable than those provided to or obtained from independent third parties. The transaction prices were fair and reasonable and in the interests of the shareholders of the Company as a whole.
The transaction amount of continuing connected transactions conducted by the Company in 2011 did not exceed the relevant cap amounts as disclosed. The continuing connected transactions of the Company will be fully disclosed and confirmed in the 2011 Annual Report of the Company. The independent auditor of the Company in Hong Kong has reviewed the continuing connected transactions and issued a specific auditor’s report. The independent non-executive Directors of the Company have also reviewed and confirmed the connected transactions conducted in 2011.
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- Considered and approved the proposal in relation to provision and write-off of asset impairment as well as treatment of loss of assets of the Company for 2011;
The treatment for provision and write-off of asset impairment as well as loss of assets is as follows:
- Provision for asset impairment
Beginning balance: RMB160,102,507.93; Provision for the period: RMB28,668,673.21; Reversion: RMB11,807,471.44; Resale: RMB24,408,548.99; Closing balance: RMB152,555,160.71.
- Asset retirement losses
The net current asset retirement loss for the period amounted to RMB5,063,595.
- Accounts payable write-off
The accounts payable of RMB1,090,268.26, which was incurred for more than five years and no contact has been made with the Company during the period to discuss the repayment of such, was written off. Profit thereby increased by RMB1,090,268.26.
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Considered and approved the Company’s Self-assessment Report on Internal Control for the year 2011;
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Considered and approved the Social Responsibility Report of the Company for the year 2011;
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Considered and approved the Company’s amended “Implementation Rules of the Nomination Committee under the Board”, “Implementation Rules of the Remuneration and Review Committee under the Board” and “Implementation Rules of the Audit (or Review) Committee under the Board”;
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- Considered and approved the proposal for the convening of the 2011 Annual General Meeting of the Company.
The above resolutions Nos.1, 3, 5 and 6 shall be submitted to the general meeting of the Company for consideration and approval.
By order of the Board Luoyang Glass Company Limited Song Jianming Chairman
Luoyang, the PRC 27 March 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. Zhang Zhanying, Mr. Guo Aimin, Mr. Huang Ping and Mr. Dong Jiachun.
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