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RoboSense Technology Co., Ltd Proxy Solicitation & Information Statement 2015

Jul 31, 2015

50628_rns_2015-07-31_6d959570-b3a4-43e4-8c45-50c31f22d24f.pdf

Proxy Solicitation & Information Statement

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==> picture [303 x 147] intentionally omitted <==

REVISED PROXY FORM FOR USE AT THE FIRST EXTRAORDINARY GENERAL MEETING IN 2015

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 share 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 in 2015 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 PRC at 9:00 a.m. on 25 August 2015 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 hereto).

Signature(s) [ (Note 5)] :

Date:

2015

Notes:

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

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

  3. If a shareholder intends to appoint 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 of the Company.

  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 revised proxy form shall be signed under the hand of you or your attorney duly authorised in writing. If the shareholder is a legal person, the revised proxy form must be affixed under the common seal or signed by its directors or his attorney duly authorised.

  6. This revised proxy form together with the power of attorney of signatories or other authorisation documents (if any), or copies of such power of attorney or authorisation documents as notarised by the notary public shall be effective only if the same be delivered to the Company’s registered address not less than 24 hours before the time appointed for the holding of the meeting.

  7. Each amendment made to this revised proxy form shall become effective only after it is signed by signatories.

  8. A proxy attending the meeting on behalf of the shareholder shall present his identity card and the power of attorney signed or affixed under the common seal (if the shareholder is a legal person) and the revised proxy form shall state the date of issuance.

  9. This revised proxy form supersedes and replaces the proxy form sent together with the original notice of the First Extraordinary General Meeting in 2015 (the “ Previous Proxy Form ”) dated 25 June 2015. If a shareholder has completed and returned the Previous Proxy Form in accordance with the instructions printed thereon, such Previous Proxy Form will remain valid for use at the postponed First Extraordinary General Meeting in 2015 and such shareholder needs not re-submit this revised proxy form.

  • For identification purposes only

Appendix:

Number Special Resolutions For(Note 4) Against(Note 4)
1 The resolution, in compliance with the relevant laws and regulations, being in relationto the Company’s major asset swap, issuance of shares, acquisition of assets by cash andraising of supporting funds;
2.00 The resolution in relation to the Company’s major asset swap, issuance of shares,acquisition of assets by cash and raising of supporting funds;
2.01 The subject, counterparty and mode of the transaction
2.02 The consideration for the transaction and method of payment
2.03 The types and face value of the shares to be issued
2.04 The method of share issuance and the target subscribers for the share issuance
2.05 The issue price
2.06 The number of shares to be issued
2.07 The use of the proceeds of the supporting funds raised
2.08 Subscription method
2.09 Arrangement for Lock-up Period
2.10 Payment by cash for this transaction
2.11 Vesting of loss/gains of the underlying asset from the valuation date to and until the assetsettlement date
2.12 Place of listing
2.13 The proposal regarding the Company’s profits which are rolled over and remainundistributed prior to the issuance
2.14 Asset settlement
2.15 Effective term for the resolution regarding the issuance
3 The resolution regarding the adjustment in method of payment for the proceeds ofsupporting funds raised and for the differential of the asset swap constituting no materialadjustment in the restructuring proposal;
4 The resolution regarding the major asset swap, issuance of shares and acquisition of assetsby cash constituting the connected transaction(s);
5 The resolution regarding Luoyang Glass Company Limited’s report (draft) on the majorasset swap, issuance of shares, acquisition of assets by cash and raising of supportingfunds and connected transaction(s) (《洛陽玻璃股份有限公司重大資產置換及發行股份並支付現金購買資產並募集配套資金暨關聯交易報告書(草案)》) and the abstractedresolutions thereof;
6 The resolution regarding the Agreement between Luoyang Glass Company Limited andChina Luoyang Float Glass (Group) Company Limited in respect of the major assetswap, issuance of shares, acquisition of assets by cash and raising of supporting funds(《洛陽玻璃股份有限公司與中國洛陽浮法玻璃集團有限責任公司關於重大資產置換及發行股份並支付現金購買資產並募集配套資金的協議》) subject to conditionsprecedent entered into by and between the Company and the counterparty;
7 The resolution regarding the compliance of prudent judgment stipulated in rule4 of Regulations in Relation to Regulating Issues Arising from Significant AssetRestructuring of Listed Companies from the transaction of the Company;
8 The resolution regarding the approval of the relevant audit report and asset valuationreport of the transaction;
9 The resolution regarding the mandate granted by the general meeting to the Boardfor proceeding with the matters related to the major asset swap, issuance of shares,acquisition of assets by cash and the raising of supporting funds;
10 The resolution regarding the amendment made to the Articles of Association;
Number Ordinary Resolution For(Note 4) Against(Note 4)
11 The resolution regarding the termination of asset leasing by CLFG Longhao Glass Co.,Ltd., the wholly-owned subsidiary of the Company.