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RoboSense Technology Co., Ltd Proxy Solicitation & Information Statement 2007

Nov 1, 2007

50628_rns_2007-11-01_ad9d624c-7253-47c8-8a26-8c5c31660fc6.pdf

Proxy Solicitation & Information Statement

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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 Fourth Extraordinary General Meeting

NOTICE IS HEREBY given that the 2007 Fourth 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 18 December 2007 for considering and, if thought fit, passing the following ordinary resolutions:

“THAT:

  • (A) the Longxin Glass Share Transfer Agreement (as defined in the circular of the Company dated 2 November 2007, copy of which has been produced to the EGM marked “A” and signed by the chairman of the EGM for the purpose of identification), and the terms and conditions thereof and the transaction contemplated thereunder and the implementation thereof be and are hereby approved and confirmed;

  • (B) the Logistics Company Share Transfer Agreement (as defined in the circular of the Company dated 2 November 2007, copy of which have been produced to the EGM marked “B” and signed by the chairman of the EGM for the purpose of identification), and the terms and conditions thereof and the transaction contemplated thereunder and the implementation thereof be and are hereby approved and confirmed; and

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  • (C) any one of the Directors be authorised for and on behalf of the Company, among other matters, to sign, execute, perfect, deliver or to authorise signing, executing, perfecting and delivering all such documents and deeds, to do or authorise doing all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the Longxin Glass Share Transfer Agreement and the Logistics Company Share Transfer Agreement respectively and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of any of the Longxin Glass Share Transfer Agreement and the Logistics Company Share Transfer Agreement respectively as they may in their discretion consider to be desirable and in the interests of the Company and all the Directors’ acts as aforesaid be hereby approved, ratified and confirmed.”

By order of the Board Luoyang Glass Company Limited Zhu Leibo Chairman

Luoyang, the PRC 2 November 2007

As at the date hereof, 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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Notes:

  1. 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 16 November 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 27 November 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 may fax the copy of the same to the registered address of the Company on or before 27 November 2007.

  2. 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 16 November 2007, are entitled to attend and vote at the EGM. The Register of Members of the Company’s H Shares will be closed from 17 November 2007 to 18 December 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 16 November 2007.

  3. 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.

  4. 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 authorisation 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.

  5. 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 27 November 2007 personally or by mail or fax.

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  1. 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.

  2. 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.

  3. 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.

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