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RoboSense Technology Co., Ltd — Proxy Solicitation & Information Statement 2012
Sep 26, 2012
50628_rns_2012-09-26_aa0662ac-44ae-4ae3-9315-eb81dcc57ca7.pdf
Proxy Solicitation & Information Statement
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THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION
If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer or registered institution in securities, bank manager, solicitor, professional accountant or other professional adviser.
If you have sold or transferred all your shares in Luoyang Glass Company Limited (the “Company”) , you should at once hand this circular with the accompanying form of proxy to the purchaser(s) or the transferee(s), or to the bank, licensed securities dealer or other agent through whom the sale or the transfer was effected for transmission to the purchaser(s) or the transferee(s).
Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.
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RE-ELECTION OF DIRECTORS AND SUPERVISORS
A letter from the Board is set out on pages 1 to 9 of this circular.
A notice of the second extraordinary general meeting 2012 of the Company (the “ EGM ”) to be held at 9.00 a.m. on 9 November 2012 (Friday) 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 ”) is set out on pages 10 to 14 of this circular.
A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the accompanying form of proxy in accordance with the instructions printed thereon 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 as soon as possible and in any event not less than 24 hours before the time appointed for holding of the EGM or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the EGM or any adjournment thereof should you so wish.
26 September 2012
TABLE OF CONTENTS
| Page | |
|---|---|
| Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | ii |
| Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 1 |
| Notice of the Second Extraordinary General Meeting 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . | 10 |
— i —
DEFINITIONS
In this circular, unless the context otherwise requires, the following expressions shall have the following meanings:
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“Board” the board of Directors “CLFG” China Luoyang Float Glass (Group) Company Limited* (中國洛陽 浮法玻璃集團有限責任公司), a company incorporated in the PRC with limited liability and the controlling Shareholder of the Company holding 31.80% equity interest in the Company
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“Company” Luoyang Glass Company Limited (洛陽玻璃股份有限公司), a joint stock limited company incorporated in the PRC with limited liability, the H shares and A shares of which are listed on the main board of the Stock Exchange (stock code: 1108) and the Shanghai Stock Exchange respectively
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“Dengfeng Silicon” Dengfeng CLFG Silicon Company Limited* (登封洛玻矽砂有限公司), a company with limited liability incorporated in the PRC, and owned as to 67% by the Company
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“Directors” the directors of the Company, including the independent non-executive directors
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“EGM” the extraordinary general meeting of the Company 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 PRC at 9:00 a.m. on 9 November 2012, or any adjournment thereof
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“Hong Kong” the Hong Kong Special Administrative Region of the PRC “Latest Practicable Date” 25 September 2012, being the latest practicable date prior to the printing of this circular for ascertaining information contained herein
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“Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “Longfei Glass” CLFG Longfei Glass Company Limited* (洛玻集團龍飛玻璃有限 公司), a company with limited liability incorporated in the PRC, and owned as to 63.98% by the Company
— ii —
DEFINITIONS
“Longhai Glass” CLFG Luoyang Longhai Electronic Glass Company Limited (洛玻 集團洛陽龍海電子玻璃有限公司), a company with limited liability incorporated in the PRC, and a wholly-owned subsidiary of the Company “Longhao Glass” CLFG Luoyang Longhao Glass Company Limited (洛玻集團洛陽 龍昊玻璃有限公司), a company with limited liability incorporated in the PRC, and a wholly-owned subsidiary of the Company “Longmen Glass” CLFG Longmen Glass Company Limited (洛玻集團龍門玻璃有限 責任公司), a company with limited liability incorporated in the PRC, and a wholly-owned subsidiary of the Company “Longxin Glass” Luoyang Longxin Glass Company Limited (洛陽龍新玻璃有限公司), a company with limited liability incorporated in the PRC, and owned as to 50% by CLFG “PRC” The People’s Republic of China which, for the purpose of this announcement, excludes Hong Kong, the Macau Special Administrative Region of the PRC and Taiwan “SFO” Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) “Shareholder(s)” the shareholder(s) of the Company “Stock Exchange” The Stock Exchange of Hong Kong Limited “Supervisors” the supervisors of the Company “Supervisory Committee” the supervisory committee of the Company “Yinan Mineral” Yinan Huasheng Mineral Products Company Limited* (沂南華盛礦產 實業有限公司), a company with limited liability incorporated in the PRC, and owned as to 52% by the Company
- for identification purposes only
— iii —
LETTER FROM THE BOARD
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Executive Directors:
Mr. Song Jianming (Chairman) Mr. Ni Zhisen
Mr. Song Fei
Non-executive Directors:
Registered and principal office:
No. 9 Tang Gong Zhong Lu Xigong District Luoyang Municipal Henan Province The PRC
Mr. Zhao Yuanxiang
Mr. Zhang Chengong
Mr. Guo Yimin
Independent Non-executive Directors:
Mr. Zhang Zhanying
Mr. Guo Aimin
Mr. Huang Ping
Mr. Dong Jiachun
To the Shareholders
Dear Sir or Madam,
RE-ELECTION OF DIRECTORS AND SUPERVISORS
INTRODUCTION
Reference is made to the announcement of the Company dated 20 September 2012 (the “ Announcement ”).
— 1 —
LETTER FROM THE BOARD
As mentioned in the Announcement, the terms of office of the current Sixth Board and Sixth Supervisory Committee have expired on 18 May 2012. The Company proposes the re-election of the members to the Board and Supervisory Committee, with a term of office from the date of the EGM (i.e. 9 November 2012) to 8 November 2015.
Ordinary resolutions will be proposed at the EGM for approval on the proposed re-election of Directors and Supervisors.
The purpose of this circular is to provide you with (i) details of the re-election of Directors to the Seventh Board and Supervisors to the Seventh Supervisory Committee; and (ii) a notice of the EGM.
PROPOSED RE-ELECTION OF DIRECTORS AND SUPERVISORS
The terms of office of the current Sixth Board and Sixth Supervisory Committee have expired on 18 May 2012. However, the Company needed time to locate suitable candidates to form the Seventh Board and Seventh Supervisory Committee. According to the relevant requirements under the PRC Company Laws, the current Directors and Supervisors should hold their respective office until the formation of the Seventh Board and Seventh Supervisory Committee. The Company would like to propose the re-election of the members to the Board and Supervisory Committee, with a term of office from the date of the EGM (i.e. 9 November 2012) to 8 November 2015.
Nomination of Directors
The controlling Shareholder of the Company, CLFG, has nominated the following persons to be the Directors of the Seventh Board:
Executive Directors:
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Mr. Song Jianming;
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Mr. Ni Zhisen; and
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Ms. Song Fei
— 2 —
LETTER FROM THE BOARD
Non-executive Directors:
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Mr. Zhao Yuanxiang;
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Mr. Zhang Chengong; and
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Mr. Guo Yimin
Independent Non-executive Directors:
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Mr. Huang Ping;
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Mr. Dong Jiachun;
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Mr. Liu Tianni; and
-
Mr. Zeng Shaojin
Details of the above proposed Directors are set out as follows:
Mr. Song Jianming , aged 56, is a senior engineer with a bachelor’s degree. He is currently the chairman of the Company. He had successively been the manager of the import and export company, the general manager of the sales company, the general manager of Longhai Glass and deputy general manager of the Company. He concurrently acts as the executive director of Longhai Glass, the chairman of Longmen Glass and the supervisor of Longhao Glass (all being wholly-owned subsidiaries of the Company) and the chairman of Longfei Glass (a holding subsidiary of the Company).
Mr. Ni Zhisen , aged 40, is a professor-grade senior engineer with bachelor’s degree. He is an executive Director and the general manager of the Company. Mr. Ni had served as deputy general manager and party secretary of Longmen Glass and Longhai Glass. He has served as the general manager and Director of the Company since May 2009 and September 2009 respectively. He concurrently acts as the executive director of Longhao Glass and director of Longmen Glass (all being wholly-owned subsidiaries of the Company) as well as the director of Longfei Glass, the director of Longfei Glass, the chairman of Yinan Mineral and the chairman of Dengfeng Silicon (all being holding subsidiaries of the Company).
— 3 —
LETTER FROM THE BOARD
Ms. Song Fei , aged 49, a senior accountant and a senior certified consultant with a postgraduate qualification, is currently an executive Director, financial controller and secretary to the Board of the Company. She had successively served as head of planning and financial department of CLFG and assistant financial controller of CLFG. She concurrently acts as the director of Longmen Glass (a wholly-owned subsidiary of the Company), the director of Longfei Glass, the director of Yinan Mineral and the director of Dengfeng Silicon (all being holding subsidiaries of the Company).
Mr. Zhao Yuanxiang , aged 44, a holder of master’s degree and an engineer, is a non-executive Director of the Company. Mr. Zhao currently serves as the vice chairman and general manager of CLFG. Mr. Zhao worked for China United Cement Corporation Limited ( 中國聯合水泥集團有限公 司 ) and Nanfang Cement Company Limited ( 南方水泥有限公司 ) and served as the vice president of Nanfang Cement Company Limited, the vice managing president of Hunan Nanfang Cement Group Company Limited( 湖南南方水泥集團有限公司 ) and the chairman of Hunan Shaofeng Nanfang Cement Company Limited ( 湖南韶峰南方水泥有限公司 ). Since January 2010, Mr. Zhao has held the position of the general manager of CLFG and has served as the vice chairman of CLFG since June 2010.
Mr. Zhang Chengong , aged 40, the holder of BiMBA at Peking University, currently serves as the non-executive Director of the Company, the deputy general manager of China Building Materials Glass Company. Mr. Zhang joined Beijing New Building Material Public Limited Company ( 北新集團建 材股份有限公司 ) of China National Building Material Company Limited ( 中國建材股份有限公司 ) in December 2000 as deputy general manager of heating supply department, general manager and vice head of radiator committee of the China Construction Material Metal Structure Association, chairman and general manager, and general manager of heating supply and pipe system department of Bexin Plastic Pipe Company Limited ( 北新塑管有限公司 ), director and general manager of international business department of Bexin Properties Company Limited* ( 北新房屋有限公司 ), assistant to general manager and deputy general manager of Beijing New Building Material Public Limited Company, etc.
Mr. Guo Yimin , aged 48, a senior economist with bachelor’s degree, currently serves as the nonexecutive Director of the Company and the chief accountant of CLFG. Mr. Guo served as the deputy general manager of CLFG Financial Company, as well as head of Investment Department and assistant financial controller of CLFG.
Mr. Huang Ping , aged 44, is a security specialized accountant and an independent non-executive Director of the Company. He is currently the deputy head of Luoyang China Certified Public Accountants ( 洛陽中華會計師事務所 ). Mr. Huang has served as the head of the finance department of Luoyang Yutong Automobile Company Limited ( 洛陽宇通汽車有限公司 ). He has worked at Luoyang China Certified Public Accountants since 1997. He concurrently acts as the supervisor of First Tractor Company Limited* ( 第一拖拉機股份有限公司 ).
— 4 —
LETTER FROM THE BOARD
Mr. Dong Jiachun , aged 56, master of engineering and senior engineer, is currently an independent non-executive Director of the Company. He worked at YTO Group Corporation from January 1982 to April 2001. He was engaged in industry research in Luoyang Securities Company from May 2001 to April 2003. Mr. Dong has worked at Central China Securities Holdings Co., Ltd. ( 中原證券股份有限 公司 ) since April 2003. At present, Mr. Dong concurrently serves as an independent director at Henan Topfond Pharmaceutical Co., Ltd. ( 河南天方藥業股份有限公司 ), Henan Zhongyuan Expressway Company Limited ( 河南中原高速公路股份有限公司 ) and Zhong Yuan Environmental Protection Co., Ltd. ( 中原環保股份有限公司 ) respectively.
Mr. Liu Tianni , aged 49, is the founder and chairman of the Wonderful Sky Financial Group Holdings Limited, the executive director of Silver Grant International Industries Limited (a company listed in the Stock Exchange), the managing director of Sure Spread Limited, and the independent non-executive directors of Chongqing Iron & Steel Company Limited and Qingling Motors Co. Ltd. Mr. Liu was graduated from Beijing Normal University and obtained a master’s degree in science. Mr. Liu has over 16 years of experience in international capital markets, post-listing corporate financing, mergers and acquisitions and direct investments. By virtue of his excellence in corporate management and outstanding business strategies, Mr. Liu was awarded the “Excellence in Achievement of World Chinese Youth Entrepreneurs” by Yazhou Zhoukan in October 2008.
Mr. Zeng Shaojin , aged 68, is a professor-grade senior engineer entitled to special subsidies from the State Council. He graduated from the Department of Geophysical Exploration of Chengdu College of Geology in 1967. From 1967 to 1982, Mr. Zeng participated in geophysical surveying and served as engineer, chief team engineer and vice team leader, etc. of the geology team and physical exploitation team of the Geo-exploration Bureau of Henan province. From 1983 to 2005, Mr. Zeng was appointed as the deputy chief, chief and department head of Henan Province Geology and Mineral Resources Department (Bureau), the chief of the Geological Survey Department of Ministry of Geology and Mineral Resources, the dean of the Chinese Academy of Geological Survey Technologies, the chief of the Department of Mineral Exploitation of the Ministry of Land and Resources, etc. From 2005 to November 2011, Mr. Zeng served as the executive vice president of China Mining Association. At present, Mr. Zeng concurrently serves as the independent director of China Molybdenum Co., Ltd. ( 洛 陽欒川鉬業集團股份有限公司 ) (his terms of office shall have expired on 17 August 2012) and the independent non-executive director of Zhongjin Gold Corporation Limited ( 中金黃金股份有限公司 ).
Save as disclosed above, each of the above proposed Directors does not hold any position in the Company or any other members of the Company, nor did he/she hold any directorship in any other listed companies in the last three years.
— 5 —
LETTER FROM THE BOARD
Length of service and emolument
If each of the above proposed Directors is appointed as a Director of the Company, he/she will enter into a service agreement with the Company for a term of office from the date of the EGM (i.e. 9 November 2012) to 8 November 2015 and he/she will receive a remuneration in accordance with a remuneration proposal, which will be determined with reference to his/her duties and responsibilities with the Company and the market rate for the respective positions and will be subject to the Shareholders’ approval.
Relationships
Each of the above proposed Directors has no relationship with any Directors, Supervisors or senior management of the Company or with any management Shareholders, substantial Shareholders or controlling Shareholders of the Company.
Interests in Shares
So far as the Directors are aware as at the Latest Practicable Date, each of the above proposed Directors does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO).
Matters that need to be bought to the attention of the Shareholders
In relation to the appointment of each of the above proposed Directors, there is no information which is discloseable nor is/was he/she involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders of the Company.
Nomination of Supervisors
The controlling Shareholder of the Company, CLFG, has nominated the following persons to be the Supervisors of the Seventh Supervisory Committee:
-
Mr. Ren Zhenduo;
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Mr. Guo Hao; and
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Mr. He Baofeng
— 6 —
LETTER FROM THE BOARD
Details of the above proposed Supervisors are set out as follows:
Mr. Ren Zhenduo , aged 48, a holder of bachelor’s degree is currently the chairman of Supervisory Committee of the Company, director of CLFG and deputy head of party committee. He successively served as general manager of Longxin Glass (a subsidiary of CLFG) and deputy head of party committee of the Company, etc. Since June and September 2009, Mr. Ren began to serve as director of CLFG and deputy head of party committee respectively.
Mr. He Baofeng , aged 40, a PRC certified public accountant and a PRC certified tax agent with an associate degree, currently acts as the Supervisor of the Company, the director and vice head of Luoyang Topchina CPA Limited and head of Luoyang Topchina Tax Agent. He is a member of the Expert Panel under Henan Institute of Certified Public Accountants.
Mr. Guo Hao , aged 55, has a master’s degree and is an associate professor and the PRC certified public accountant. He is currently a Supervisor of the Company, the deputy dean of Economics and Management School of Henan University of Science and Technology and the deputy head of MBA Education Center of Henan University of Science and Technology. He is concurrently a standing member of the Chinese Institute of Business Administration and a member of Henan Accounting Association.
Save as disclosed above, each of the above proposed Supervisors does not hold any position in the Company or any other members of the Company, nor did he hold any directorship in any other listed companies in the last three years.
Length of service and emolument
If each of the above Supervisors is appointed as a Supervisor of the Company, he will enter into a service agreement with the Company for a term of office from the date of the EGM (i.e. 9 November 2012) to 8 November 2015. The remuneration proposal for the above Supervisors will be determined with reference to the Supervisors’ duties and responsibilities with the Company and the market rate for the position, and will be subject to the Shareholders’ approval.
Relationships
Each of the above Supervisors has no relationship with any Directors, Supervisors or senior management of the Company or with any management Shareholders, substantial Shareholders or controlling Shareholders of the Company.
— 7 —
LETTER FROM THE BOARD
Interests in Shares
So far as the Directors are aware as at the Latest Practicable Date, each of the above Supervisors does not have any interest in the shares of the Company (within the meaning of Part XV of the SFO).
Matters that need to be bought to the attention of the Shareholders
In relation to the appointment of each of the above Supervisors, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, and there is no matter which needs to be brought to the attention of the Shareholders of the Company.
The appointment of the above proposed Directors and Supervisors is subject to the approval by the Shareholders at the EGM. Ordinary resolutions in relation to the above proposed appointment of Mr. Song Jianming, Mr. Ni Zhisen and Ms. Song Fei as executive Directors, Mr. Zhao Yuanxiang, Mr. Zhang Chengong and Mr. Guo Yimin as non-executive Directors, Mr. Huang Ping, Mr. Dong Jiachun, Mr. Liu Tianni and Mr. Zeng Shaojin as independent non-executive Directors, and Mr. Ren Zhenduo, Mr. Guo Hao, and Mr. He Baofeng as Supervisors will be proposed to be approved by the Shareholders at the EGM.
EGM
The EGM will be held at 9.00 a.m. on 9 November 2012 at the conference room of the Company on 1st Floor, No.9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC, for the purposes of, among other things, seeking Shareholders’ approval on the appointment of proposed Directors and Supervisors. Set out on pages 10 to 14 to this circular is a notice of the EGM.
A form of proxy for use at the EGM is enclosed. Whether or not you are able to attend the EGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the Company’s share registrar, 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 as soon as possible and in any event not later than 24 hours before the time appointed for holding the EGM or for any adjournment thereof. Completion and return of the form of proxy shall not preclude you from attending and voting in person at the EGM or any adjourned meeting should you so wish.
— 8 —
LETTER FROM THE BOARD
Shareholders of the Company or their proxies who intend to attend the EGM should complete and return the completed and signed reply slip for attendance to the Company at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC, on or before 19 October 2012, in person, by post, by teletex or by fax. The facsimile number is 86-379-63251984 and the postal code is 471009. Please use the enclosed reply slip or its copy for the purpose of confirmation.
An announcement will be made by the Company following conclusion of the EGM to inform the Shareholders of the results of the EGM.
The votes to be taken at the EGM in relation to the proposed ordinary resolutions will be taken by poll.
RECOMMENDATIONS
The Board considers that the proposed re-election of Directors and Supervisors is in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends the Shareholders to consider and vote in favour of the resolutions to be proposed at the EGM in these regards.
RESPONSIBILITY STATEMENT
This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.
By order of the Board
Luoyang Glass Company Limited Song Jianming Chairman
Luoyang, the PRC 26 September 2012
— 9 —
NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING 2012
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NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING 2012
NOTICE IS HEREBY given that the Second Extraordinary General Meeting 2012 (the “ 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 (the “ PRC ”) at 9:00 a.m. on 9 November 2012 (Friday) for the purpose of considering and, if thought fit, passing the following resolutions:
Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the announcement of the Company dated 20 September 2012 (the “ Announcement ”).
ORDINARY RESOLUTIONS:
- To consider and approve the appointment of Mr. Song Jianming to be the executive Director of the Seventh Board for a term of three years from 9 November 2012 to 8 November 2015.
Details of Mr. Song Jianming are set out in the Announcement.
- To consider and approve the appointment of Mr. Ni Zhisen to be the executive Director of the Seventh Board for a term of three years from 9 November 2012 to 8 November 2015.
Details of Mr. Ni Zhisen are set out in the Announcement.
- To consider and approve the appointment of Ms. Song Fei to be the executive Director of the Seventh Board for a term of three years from 9 November 2012 to 8 November 2015.
Details of Ms. Song Fei are set out in the Announcement.
— 10 —
NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING 2012
- To consider and approve the appointment of Mr. Zhao Yuanxiang to be the non-executive Director of the Seventh Board for a term of three years from 9 November 2012 to 8 November 2015.
Details of Mr. Zhao Yuanxiang are set out in the Announcement.
- To consider and approve the appointment of Mr. Zhang Chengong to be the non-executive Director of the Seventh Board for a term of three years from 9 November 2012 to 8 November 2015.
Details of Mr. Zhang Chengong are set out in the Announcement.
- To consider and approve the appointment of Mr. Guo Yimin to be the non-executive Director of the Seventh Board for a term of three years from 9 November 2012 to 8 November 2015.
Details of Mr. Guo Yimin are set out in the Announcement.
- To consider and approve the appointment of Mr. Huang Ping to be the independent nonexecutive Director of the Seventh Board for a term of three years from 9 November 2012 to 8 November 2015.
Details of Mr. Huang Ping are set out in the Announcement.
- To consider and approve the appointment of Mr. Dong Jiachun to be the independent nonexecutive Director of the Seventh Board for a term of three years from 9 November 2012 to 8 November 2015.
Details of Mr. Dong Jiachun are set out in the Announcement.
- To consider and approve the appointment of Mr. Liu Tianni to be the independent non-executive Director of the Seventh Board for a term of three years from 9 November 2012 to 8 November 2015.
Details of Mr. Liu Tianni are set out in the Announcement.
— 11 —
NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING 2012
- To consider and approve the appointment of Mr. Zeng Shaojin to be the independent nonexecutive Director of the Seventh Board for a term of three years from 9 November 2012 to 8 November 2015.
Details of Mr. Zeng Shaojin are set out in the Announcement.
- To consider and approve the appointment of Mr. Ren Zhenduo to be the Supervisor of the Seventh Supervisory Committee for a term of three years from 9 November 2012 to 8 November 2015.
Details of Mr. Ren Zhenduo are set out in the Announcement.
- To consider and approve the appointment of Mr. Guo Hao to be the Supervisor of the Seventh Supervisory Committee for a term of three years from 9 November 2012 to 8 November 2015.
Details of Mr. Guo Hao are set out in the Announcement.
- To consider and approve the appointment of Mr. He Baofeng to be the Supervisor of the Seventh Supervisory Committee for a term of three years from 9 November 2012 to 8 November 2015.
Details of Mr. He Baofeng are set out in the Announcement.
By order of the Board
Luoyang Glass Company Limited Song Jianming Chairman
Luoyang, the PRC 20 September 2012
As at the date of this notice, 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.
— 12 —
NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING 2012
Notes:
-
Holders of the Company’s A shares who registered in the China Securities Depository and Clearing Corporation Limited, Shanghai Branch, and whose names appear on the register of members maintained by China Securities Depository and Clearing Corporation Limited, Shanghai Branch at the close of trading at 3:00 p.m. on 28 September 2012, 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. to 12:00 noon and 2:00 p.m. to 5:30 p.m. on 19 October 2012 at the Secretarial Office of the Board, 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 19 October 2012.
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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 28 September 2012, are entitled to attend and vote at the EGM. The register of members of the Company’s H shares will be closed from 29 September 2012 to 9 November 2012 (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 EGM. 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 28 September 2012.
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Any Shareholder entitled to attend and vote at the EGM may appoint a proxy or proxies (who need not be a Shareholder of the Company) to attend and vote at the EGM on his/her behalf. A proxy of a Shareholder who has appointed more than one proxy may only vote on a poll. A proxy needs not be a Shareholder.
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The principal may appoint a proxy in written 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 authorisation documents 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 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 not less than 24 hours before the time appointed for holding of the EGM or any adjournment thereof.
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NOTICE OF THE SECOND EXTRAORDINARY GENERAL MEETING 2012
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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 19 October 2012 personally or by mail or fax.
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Shareholders or their proxies shall produce their proofs of identity when attending the EGM. A proxy who is appointed to attend the EGM shall produce the proxy form at the same time.
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The EGM is expected to last for not more than one day. Shareholders and proxies attending the EGM should be responsible for their own travelling 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 People’s Republic of China Postal Code: 471009 Tel: 86-379-6390 8588 Fax: 86-379-6325 1984
- 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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