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RoboSense Technology Co., Ltd — Proxy Solicitation & Information Statement 2002
Jul 22, 2002
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NOTICE OF The second extraordinary general meeting of 2002
NOTICE IS HEREBY given that the second extraordinary general meeting ("EGM") of Luoyang Glass Company Limited (hereinafter called the "Company") will 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 am on 6th September, 2002, by way of ordinary resolutions, for the following purposes:
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Add Mr. Liu Baoying as director of the Company for replacement;
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Add Mr. Tao Shanwu as a supervisor of the Company for replacement.
By Order of the Board
Wang Yongxin
Vice Chairman
Luoyang, the PRC, 19th July 2002
Schedule 1: Profile on Mr. Liu Baoying, a candidate for director of the Company
Mr. Liu Baoying, aged 49, is currently Chairman of China Luoyang Float Glass Group Company Limited ("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 in-depth 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 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.
Schedule 2: Profile on Mr. Tao Shanwu, a candidate for supervisor of the Company
Mr. Tao Shanwu, aged 49, 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.
The Company's registered address:
No. 9 Tang Gong Zhong Lu
Xigong District, Luoyang Municipal
Henan Province
The PRC
Postal Code: 471009
Telephone: 86-379-3908588
Facsimile: 86-379-3251984
Notes:
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According to the requirement of Article 95 of the Articles of Association of the Company, directors are nominated by the Board of Directors and shareholders whose shareholding accounted for 5% or more (inclusive of 5%) of the issued shares of the Company and appointed at a shareholders' meeting. A written notice in respect of the intent to nominate a candidate for director and the acceptance of nomination by the candidate shall be sent to the Company seven days before the holding of the shareholders' meeting. The announcement about the profiles (if any) of the candidates for directors nominated by any shareholders whose shareholding accounted for 5% or more (inclusive of 5%) of the issued shares of the Company will be made as and when appropriate. Please refer to the aforementioned provisions in respect of nominations for candidates for supervisors.
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Holders of the Company's shares ("Shares") who, immediately after the close of trading on 7th August 2002, are registered on the Register of Members of the Company as shareholders of the Company ("Shareholders") shall have the right to attend the meeting.
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The Company's Register of Members will be temporarily closed from 8th August, 2002 to 6th September, 2002, both dates inclusive, with respect to H shares in order to determine the list of Shareholders who are entitled to attend the EGM. Any instrument(s) of transfer together with the relevant share certificate(s) in respect of H shares must be delivered to the Company's H shares registrar, Hong Kong Registrars Limited at Room 1901-5, 19/F Hopewell Centre, 183 Queen's Road East, Hong Kong by 4:00 p.m. on 7th August, 2002.
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Each Shareholder having the rights to attend and vote at the EGM is entitled to appoint one or more proxies (whether a Shareholder or not) to attend and vote on his behalf. Should more than one proxy be appointed by one Shareholder, such proxy shall only exercise his voting rights on a poll.
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Shareholders can appoint a proxy by an instrument in writing (i.e. by using the Proxy Form enclosed). The Proxy Form shall be signed by the person appointing the proxy or an attorney authorised by such person in writing. If the Proxy Form is signed by an attorney authorised by such person, the power of attorney or other documents of authorisation shall be notarially certified. To be valid, the Proxy Form and the notarially certified power of attorney or other documents of authorisation must be delivered to the registered address of the Company not less than 24 hours before the time scheduled for the holding of the EGM.
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Shareholders who intend to attend the EGM are asked to send the reply slip for attendance duly completed and signed to the Company on or before 17th August, 2002 in person, by post or by fax.
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Shareholders or their proxies shall present proof of their identities upon attending the EGM. Should a proxy be appointed, the proxy shall also present the Proxy Form.
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The EGM is expected to last for less than a day. The shareholders and proxies attending the EGM shall be responsible for their own traveling and accommodation expenses.
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The Company's registered address is as follows:
No. 9, Tang Gong Zhong Lu
Xigong District, Luoyang Municipal
Henan Province
The PRC
Postal Code: 471009
Telephone: 86-379-3908588
Facsimile: 86-379-3251984
ANNOUNCEMENT ON RESOLUTIONS PASSED AT A MEETING OF THE BOARD OF DIRECTORS
Luoyang Glass Company Limited (hereinafter called the "Company") held its meeting of the 3rd Board of Directors 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 at 10:00 am on 19th July, 2002. Nine of the nine eligible directors attended the meeting, satisfying the requirements of the Company Law and the Articles of Association of the Company. Mr. Guo Xiaohuan, Chairman, appointed Mr. Wang Yongxin, Vice-Chairman, to chair the meeting. The following resolutions were considered and approved at the meeting:
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Mr. Guo Xiaohuan resigned from the positions of Chairman due to senility and ill-health.
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Mr. Guo Xiaohuan resigned from the positions of Chairman due to senility and ill-health.The Board of Directors is appreciative and grateful for his diligent and dedicated hard work and services for the Company over dozens of years, as well as for his excelsior contributions to the Company;
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Mr. Liu Baoying was nominated as a candidate for director of the Company;
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Mr. Wang Yongxin was appointed to act in the capacity of the Chairman of the Company before the new chairman is appointed;
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The second extraordinary general meeting of the Company of 2002 will be held on 6th September 2002.
The above resolutions No.3 will be tabled at the second EGM of the Company of 2002.
Board of Directors
Luoyang Glass Company Limited
19th July, 2002
ANNOUNCEMENT ON RESOLUTIONS PASSED AT A MEETING OF THE 3RD SUPERVISORY COMMITTEE
Luoyang Glass Company Limited (hereinafter called the "Company") held its meeting of the 3rd Supervisory Committee 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 at 10:00 am on 19th July, 2002. Five of the five eligible supervisors attended the meeting. The meeting was chaired by Mr. Liu Baoying, Chairman of the Supervisory Committee. The following resolutions were considered and approved at the meeting:
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Mr. Liu Baoying resigned from the position as Chairman of the Supervisory Committee and the duties thereof due to change of work ;
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Mr. Liu Baoying resigned from the position as supervisor due to change of work ;
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Mr. Tao Shanwu was nominated as candidate for supervisor of the Company;
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Mr. Cheng Rongfa was appointed to act in the capacity of the Chairman of the Supervisory Committee before the new Chairman of the Supervisory Committee is appointed.
The above resolutions No.3 will be tabled at the second EGM of the Company of 2002.
3rd Supervisory Committee
Luoyang Glass Company Limited
19th July, 2002
Please also refer to the published version of this announcement in The Standard / Hong Kong Economic Times.