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RoboSense Technology Co., Ltd Proxy Solicitation & Information Statement 2017

Aug 7, 2017

50628_rns_2017-08-07_38fa3d8a-8a39-47f6-b0cf-d7a08ef4129a.pdf

Proxy Solicitation & Information Statement

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PROXY FORM FOR USE AT THE 2017 FIRST H SHARE CLASS MEETING

I/We [(Note 1)]

am/are the holder(s) of

number )/

of

, A shares in total (shareholder account 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 of the meeting, or of (Note 3) ,

to be my/our proxy(ies) to attend the 2017 First H Share Class Meeting 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 at 10:00 a.m. on 26 September 2017 (Tuesday) (or immediately after the A Share Class Meeting of the Company to be convened and held on the same date and at the same place) for the purpose of voting in respect of the resolutions in the appendix hereto on behalf of me/us according to the instructions therein. If no instructions are given, the proxy(ies) may vote at his/their own discretion.

Signature(s) [(Note 5)] :

Date:

2017

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 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 of the meeting, 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 you wish to abstain from voting on any resolution, please add a “✓” in the box marked “Abstention”. 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 authorised in writing. If the shareholder is a corporation or an organization, the proxy form must be affixed under the common seal or signed by its directors or his attorney duly authorised.

  6. This 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 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 corporation or an organization) and the proxy form shall state the date of issuance.

  • For identification purposes only

Appendix:

Unless otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the announcements of the Company dated 7 February 2017, 24 February 2017 and 7 August 2017.

Number Special Resolutions Special Resolutions Special Resolutions For(Note 4) Against(Note 4) Against(Note 4) Abstention(Note 4) Abstention(Note 4)
1. To approve the resolution regarding the plan for the acquisition of assets andsupporting funds raising by the Company by issuance of shares;
1.01 The plan for the acquisition of assets by issuance of shares: The mode, transactionsubjects and transaction counterparties of the acquisition of assets by issuance ofshares
1.02 The plan for the acquisition of assets by issuance of shares: The consideration andbasis of consideration for the transactions
1.03 The plan for the acquisition of assets by issuance of shares: The mode of issuance
1.04 The plan for the acquisition of assets by issuance of shares: The type and nominalvalue of shares in the issuance
1.05 The planthe issua for the acquisition of assets by issuance of shares: The target subscribence rs of
1.06 The plan for the acquisition of assets by issuance of shares: The issue price
1.07 The planbe issue for the acquisition of assets by issuance of shares: The number of shard es to
1.08 The plaarrangem n for the acquisition of assets by issuance of shares: The lock-up peent riod
1.09 The planthe perio for the acquisition of assets by issuance of shares: The profit or loss dud ring
1.10 The plaobligatiownersh n for the acquisition of assets by issuance of shares: The contracon and breach of contract liability in relation to the transfer of rightsip of the related assets tualand
1.11 The plancompens for the acquisition of assets by issuance of shares: The profit guaranteeation arrangement and
1.12 The supp orting funds raising by issuance of shares: The mode of issuance
1.13 The supshares to porting funds raising by issuance of shares: The type and nominal valube issued e of
1.14 The supissuance porting funds raising by issuance of shares: The target subscribers of the
1.15 The supdetermin porting funds raising by issuance of shares: The issue price and the basation is of
1.16 The supporting funds raising by issuance of shares: The number of shares to be issued orting funds raising by issuance of shares: The number of shares to be is sued
1.17 The supporting funds raising by issuance of shares: The lock-up period arrangement
1.18 The supporting funds raising by issuance of shares: The mode of subscription
1.19 The supporting funds raising by issuance of shares: The use of proceeds to be raised
1.20 The plan regarding handling of the undistributed cumulated profits of the Company
1.21 The place of listing
1.22 The effective period for the resolution regarding the transactions
2. To approve the resolution regarding the “Report on Acquisition of Assets andSupporting Funds Raising by Luoyang Glass Company Limited* by Issuance ofShares and Related Party Transactions (Preliminary Plan) (洛陽玻璃股份有限公司發行股份購買資產並募集配套資金暨關聯交易報告書(草案))” and itssummary;
3. To approve the resolution regarding execution of the Proposed AcquisitionsAgreements and the Supplemental SP Agreements with conditions precedent to theireffectiveness between the Company and the transaction counterparties;
4. To approve the resolution regarding execution of the Profit Guarantee IndemnityAgreements and the Supplemental PG Indemnity Agreements with conditionsprecedent to their effectiveness between the Company and the transactioncounterparties; and
5. To approve the resolution regarding execution of the Triumph Group SubscriptionAgreement and the Supplemental Subscription Agreement with conditions precedentto their effectiveness between the Company and Triumph Group.