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RoboSense Technology Co., Ltd Proxy Solicitation & Information Statement 2012

Sep 12, 2012

50628_rns_2012-09-12_223c1458-9a5d-4d5d-bdbd-c1c682ce4a04.pdf

Proxy Solicitation & Information Statement

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==> picture [327 x 161] intentionally omitted <==

PROXY FORM FOR USE AT THE FIRST EXTRAORDINARY GENERAL MEETING 2012

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 First Extraordinary General Meeting 2012 (“ 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 1 November 2012 (Thursday) 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: 2012 Signature(s) [(Note 5)] :

Notes:

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

  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 be a shareholder.

  4. 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.

  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 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.

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

  8. 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.

  9. Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the circular of the Company dated 12 September 2012 (the “ Circular ”).

Appendix:

Ordinary Resolutions For (Note 4) Against (Note 4)
1.To consider and approve the cessation of appointment of PKF CertifiedPublic Accountants as the Company’s international auditor, subject to theapproval by the Shareholders at the EGM in respect of the amendments toArticles 203 and 204 of the Articles of Association.
2.To approve and confirm the Supply and Installation Agreement (a copyof which has been produced to the EGM marked “1” and signed bythe chairman of the EGM for the purpose of identification), the termsand conditions thereof, the transaction contemplated thereunder and theimplementation thereof.
3.To approve, ratify and confirm any one of the Directors, among othermatters, to sign, execute, perfect, deliver or to authorize signing,executing, perfecting and delivering all such documents and deeds, todo or authorize doing all such acts, matters and things as they may intheir discretion consider necessary, expedient or desirable to give effectto and implement the Supply and Installation Agreement and to waivecompliance from or make and agree such variations of a non-materialnature to any of the terms of the Supply and Installation Agreement thatmay in their discretion consider to be desirable and in the interest of theCompany and all the Directors’ acts as aforesaid.
Special Resolutions For (Note 4) Against (Note 4)
1.To consider and approve the proposed amendments to Articles 203 and204 of the Articles of Association to reflect change of accounting policyof the Company.
2.To consider and approve the proposed amendments to Article 210 ofthe Articles of Association to meet the requirements on the dividenddistribution policy published by the relevant PRC government authorities.