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RoboSense Technology Co., Ltd — Proxy Solicitation & Information Statement 2011
Nov 7, 2011
50628_rns_2011-11-07_237d312e-95f1-4d26-b0a5-5757fb18405d.pdf
Proxy Solicitation & Information Statement
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PROXY FORM FOR USE AT THE THiRd EXTRAORdiNARY GENERAL MEETiNG 2011
I/We [(Note 1)] of , am/are the holder(s) of A Shares in total (shareholder account number )/ H Shares in total [(Note 2) ] of RMB1.00 each in the capital of Luoyang Glass Company Limited (the “ Company ”). I/We hereby appoint the Chairman, or of (Note 3) ,
to be my/our proxy(ies) to attend the Third Extraordinary General Meeting 2011 (“ 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 28 December 2011 (Wednesday) 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).
Date: 2011 Signature(s) [(Note 5)] :
Notes:
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Please insert full name(s) and address(es) of shareholders in block capital.
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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).
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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 be a shareholder.
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important : If you wish to vote in favour of any resolution, please add a “ 3 ” in the box marked “For”. If you wish to vote against any resolution, please add a “ 3 ” in the box marked “Against”. If no instructions are given, the proxy(ies) may vote at his/their own discretion.
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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.
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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 share registrar in Hong Kong, Hong Kong Registrars Limited, at Rooms 1901-5, Hopewell Centre, 183 Queen’s Road East, Hong Kong or to the Company’s registered address at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC (Postal Code: 471009) as soon as possible and in any event not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof.
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To be valid, any amendments to this proxy form shall be signed.
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A proxy intending to attend the meeting shall present his identity card and power of attorney signed or affixed under the common seal (if the shareholder is a corporation) with the signature date enclosed.
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Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 8 November 2011.
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Appendix:
| Ordinary Resolutions | For (Note 4) | Against (Note 4) |
|---|---|---|
| 1. To approve and confirm the Product Sale Framework Agreement (a copy of which has been produced to the EGM marked “1” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed New Caps, the transaction contemplated thereunder and the implementation thereof. |
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| 2. To approve and confirm the Composite Services Agreement (a copy of which has been produced to the EGM marked “2” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed New Caps, the transaction contemplated thereunder and the implementation thereof. |
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| 3. To approve and confirm the Equity Custodian Agreement (a copy of which has been produced to the EGM marked “3” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed New Caps, the transaction contemplated thereunder and the implementation thereof. |
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| 4. To approve and confirm the Water and Electricity Framework Agreement (a copy of which has been produced to the EGM marked “4” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed New Caps, the transaction contemplated thereunder and the implementation thereof. |
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| 5. To approve and confirm the CLFG Composite Services Agreement (a copy of which has been produced to the EGM marked “5” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed New Caps, the transaction contemplated thereunder and the implementation thereof. |
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| 6. To approve and confirm the CLFG Raw Materials Sale Framework Agreement (a copy of which has been produced to the EGM marked “6” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed New Caps, the transaction contemplated thereunder and the implementation thereof. |
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| Ordinary Resolutions | For (Note 4) | Against (Note 4) |
|---|---|---|
| 7. To approve and confirm the CLFG Engineering Technical Services Framework Agreement (a copy of which has been produced to the EGM marked “7” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed New Caps, the transaction contemplated thereunder and the implementation thereof. |
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| 8. To approve and confirm the CNBMG Engineering Technical Services Framework Agreement (a copy of which has been produced to the EGM marked “8” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed New Caps, the transaction contemplated thereunder and the implementation thereof. |
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| 9. To approve and confirm the CNBMG Engineering Materials Sale Framework Agreement (a copy of which has been produced to the EGM marked “9” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed New Caps, the transaction contemplated thereunder and the implementation thereof. |
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| 10. To approve and confirm the Raw Materials Sale Framework Agreement (a copy of which has been produced to the EGM marked “10” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed New Caps, the transaction contemplated thereunder and the implementation thereof. |
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| 11. To approve and confirm the CLFG Product Sale Framework Agreement (a copy of which has been produced to the EGM marked “11” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed New Caps, the transaction contemplated thereunder and the implementation thereof. |
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| 12. To approve and confirm the Huayi Glass Product Sale Framework Agreement (a copy of which has been produced to the EGM marked “12” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed New Caps, the transaction contemplated thereunder and the implementation thereof. |
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| 13. To approve and confirm the CNBMG Financial Services Framework Agreement (a copy of which has been produced to the EGM marked “13” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed New Caps, the transaction contemplated thereunder and the implementation thereof. |
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| Ordinary Resolutions | For (Note 4) | Against (Note 4) |
|---|---|---|
| 14. To approve, ratify and confirm any one of the Directors for and on behalf of the Company, among other matters, to sign, execute, perfect, deliver or to authorize signing, executing, perfecting and delivering all such documents and deeds, to do or authorize 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 Product Sale Framework Agreement, Composite Services Agreement, Equity Custodian Agreement, Water and Electricity Framework Agreement, CLFG Composite Services Agreement, CLFG Raw Materials Sale Framework Agreement, CLFG Engineering Technical Services Framework Agreement, CNBMG Engineering Technical Services Framework Agreement, CNBMG Engineering Materials Sale Framework Agreement, Raw Materials Sale Framework Agreement, CLFG Product Sale Framework Agreement, Huayi Glass Product Sale Framework Agreement, CNBMG Financial Services Framework Agreement (together the “New CCT Agreements”) and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the New CCT Agreements that may in their discretion consider to be desirable and in the interest of the Company and all the Directors’ acts as aforesaid. |
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