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RoboSense Technology Co., Ltd Proxy Solicitation & Information Statement 2009

Feb 11, 2009

50628_rns_2009-02-11_e109564d-626e-4e8d-ba25-49ce86d8a5a3.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)

PROXY FORM FOR USE AT THE FIRST EXTRAORDINARY GENERAL MEETING 2009

I/We [(Note 1)] of , holder(s): A Shares (shareholder account number )/ H Shares [(Note 2)] of RMB1.00 each in the capital of the Company. I/we hereby appoint the Chairman, or of [(Note 3)] , to

be my/our proxy(ies) to attend the First Extraordinary General Meeting 2009 (“ EGM ”) to 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 (the “ PRC ”) at 9:00 a.m. on 30 March 2009 for the purpose of voting in respect of the following resolutions on behalf of me/us according to the following instructions. If no instructions are given, the proxy(ies) may vote at his/their own discretion (please refer to the appendix).

Signature(s) [(Note 5)] : Date: 2009

Notes:

  1. Please insert full name(s) and address(es) in block capital of shareholders.

  2. Please insert the number of shares relevant to this proxy form which are registered under your name(s). If no number is inserted, this proxy form will be deemed to relate to all the shares of the Company registered under your name(s).

  3. If a shareholder appoints a proxy other than the Chairman of the meeting, please cross out “the Chairman, or” and insert the name and address of the proxy in the following space. A shareholder may appoint more than one proxy to attend and vote at the meeting on his behalf. A proxy needs not to be a shareholder.

  4. Important: If you wish to vote in favour of any resolution, please add a “✓” in the box marked “For”. If you wish to vote against any resolution, please add a “✓” in the box marked “Against”. If no instructions are given, the proxy(ies) may vote at his/their own discretion.

  5. This proxy form shall be signed under the hand of you or your attorney duly authorized in writing. If the shareholder is a corporation, the proxy form must be affixed under the common seal or signed by its directors or his attorney duly authorized.

  6. This proxy form together with the power of attorney of signatories or other authorization documents (if any), or copies of such power of attorney or authorization documents as notarially certified shall be delivered to the Company’s registered address not less than 24 hours before the time appointed for the holding of the EGM.

  7. To be valid, any amendments to this proxy form shall be signed.

  8. A proxy intended to attend the meeting shall present his identity card and power of attorney signed or affixed under the common seal (if a shareholder is corporation) with the signature date enclosed.

Appendix:

Resolutions For(Note 4) Against(Note 4)
Ordinary resolutions:
1.
The Contract (as defined in the circular of the Company dated 11 February
2009, a 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; and
2.
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 Contract and to waive
compliance from or make and agree such variations of a non-material nature to
any of the terms of the Contract 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.

Date:

Signature [(Note 5)] :

2009