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RoboSense Technology Co., Ltd Proxy Solicitation & Information Statement 2014

Nov 14, 2014

50628_rns_2014-11-14_272c634c-6412-4a86-a1ba-298d3e4344e6.pdf

Proxy Solicitation & Information Statement

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==> picture [319 x 155] intentionally omitted <==

PROXY FORM FOR USE AT THE SECOND EXTRAORDINARY GENERAL MEETING 2014

I/We_(Note 1)_ of ,
)/
(the “Company”).
am/are the A Shares in total (shareholder account number
_2)_of RMB1.00 each in the capital of Luoyang Glass Company Limited
of

(Note 3) ,

to be my/our proxy(ies) to attend the Second Extraordinary General Meeting 2014 (“ EGM ”) to be held at the conference room of the Company on 3rd 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 31 December 2014 (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: 2014 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. For identification purposes only

Appendix:

Appendix:
Ordinary Resolutions For(Note 4) Against(Note 4)
1. To consider and approve the Longhai Glass Production Line Smoke Gas Dust Removal
and Denitration Project Design and Installation 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, the transaction contemplated thereunder and
the implementation thereof.
2. To consider and approve the Longhai Glass Production Line Smoke Gas Dust Removal and
Denitration Project Equipment 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, the transaction contemplated thereunder and the implementation
thereof.
3. To consider and approve the Longmen Glass Production Line Smoke Gas Dust Removal
and Denitration Project Design and Installation 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, the transaction contemplated thereunder and
the implementation thereof.
4. To consider and approve the Longmen Glass Production Line Smoke Gas Dust Removal and
Denitration Project Equipment 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, the transaction contemplated thereunder and the implementation
thereof.
5. To consider and approve the CLFG Raw Materials Sale Framework 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 annual caps, the
transaction contemplated thereunder and the implementation thereof.
6. To consider and approve the Ultra-thin Float Glass Sale and Purchase 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 annual
caps, the transaction contemplated thereunder and the implementation thereof.
7. To consider and approve the CNBMG Engineering Equipment and Materials Supply 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 annual caps, the transaction contemplated thereunder and the implementation thereof.
8. To consider and approve 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 annual
caps, the transaction contemplated thereunder and the implementation thereof.
9. To consider and approve the CNBMG Financial Services 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 annual caps, the
transaction contemplated thereunder and the implementation thereof.
10. To consider and approve the 2014 Piped Natural Gas Supply Supplemental 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 revised annual
caps, the transaction contemplated thereunder and the implementation thereof.
11. To consider and approve the 2015 Piped Natural Gas Supply 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 annual caps, the
transaction contemplated thereunder and the implementation thereof.
12. 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
giving effect to and implement the Longhai Glass Production Line Smoke Gas Dust Removal
and Denitration Project Design and Installation Agreement, Longhai Glass Production Line
Smoke Gas Dust Removal and Denitration Project Equipment Agreement, Longmen Glass
Production Line Smoke Gas Dust Removal and Denitration Project Design and Installation
Agreement, Longmen Glass Production Line Smoke Gas Dust Removal and Denitration
Project Equipment Agreement, CLFG Raw Materials Sale Framework Agreement, Ultra-thin
Float Glass Sale and Purchase Framework Agreement, CNBMG Engineering Equipment and
Materials Supply Framework Agreement, CNBMG Engineering Technical Services Framework
Agreement, CNBMG Financial Services Framework Agreement, 2014 Piped Natural Gas
Supply Supplemental Agreement and 2015 Piped Natural Gas Supply Framework Agreement.