AI assistant
RoboSense Technology Co., Ltd — Proxy Solicitation & Information Statement 2017
Aug 7, 2017
50628_rns_2017-08-07_d3b5ce0a-c5cd-4cd1-a3ad-4f7f022c5ebb.pdf
Proxy Solicitation & Information Statement
Open in viewerOpens in your device viewer
==> picture [303 x 147] intentionally omitted <==
*
PROXY FORM FOR USE AT THE 2017 THIRD EXTRAORDINARY GENERAL MEETING
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 of the meeting, or of (Note 3) ,
to be my/our proxy(ies) to attend the 2017 Third Extraordinary General 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 9:00 a.m. on 26 September 2017 (Tuesday) 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:
-
Please insert full name(s) and address(es) of the shareholders on the register of members in block capital.
-
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).
-
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.
-
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.
-
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.
-
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.
-
Each amendment made to this proxy form shall become effective only after it is signed by signatories.
-
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.
| ess otherwise indicated, capitalized terms used herein shall have the same meanings as those defined in the announcements ofmpany dated 7 February 2017, 24 February 2017 and 7 August 2017. | ||||||
| Nu | mber | Special Resolutions | For(Note 4) | Against(Note 4) | Abstention(N | ote 4) |
| 1. | To approve the resolution that the transactions for the acquisition of assets and supporting funds raisingbythe Companybyissuance of shares are in compliance with the relevant laws and regulations; | |||||
| 2. | To approve the resolution regarding the plan for the acquisition of assets and supporting funds raising bythe Companybyissuance of shares; | – | – | – | ||
| 2.0 | 1 | The plan for the acquisition of assets by issuance of shares: The mode, transaction subjects andtransaction counterparties of the acquisition of assets byissuance of shares | ||||
| 2.0 | 2 | The plan for the acquisition of assets by issuance of shares: The consideration and basis of considerationfor the transactions | ||||
| 2.0 | 3 | Theplan for the acquisition of assets byissuance of shares: The mode of issuance | ||||
| 2.0 | 4 | The plan for the acquisition of assets by issuance of shares: The type and nominal value of shares in theissuance | ||||
| 2.0 | 5 | Theplan for the acquisition of assets byissuance of shares: The target subscribers of the issuance | ||||
| 2.0 | 6 | Theplan for the acquisition of assets byissuance of shares: The issueprice | ||||
| 2.0 | 7 | Theplan for the acquisition of assets byissuance of shares: The number of shares to be issued | ||||
| 2.0 | 8 | Theplan for the acquisition of assets byissuance of shares: The lock-up period arrangement | ||||
| 2.0 | 9 | Theplan for the acquisition of assets byissuance of shares: Theprofit or loss duringtheperiod | ||||
| 2.1 | 0 | The plan for the acquisition of assets by issuance of shares: The contractual obligation and breach ofcontract liabilityin relation to the transfer of rights and ownershipof the related assets | ||||
| 2.1 | 1 | The plan for the acquisition of assets by issuance of shares: The profit guarantee and compensationarrangement | ||||
| 2.1 | 2 | The supportingfunds raisingbyissuance of shares: The mode of issuance | ||||
| 2.1 | 3 | The supportingfunds raisingbyissuance of shares: The type and nominal value of shares to be issued | ||||
| 2.1 | 4 | The supportingfunds raisingbyissuance of shares: The target subscribers of the issuance | ||||
| 2.1 | 5 | The supportingfunds raisingbyissuance of shares: The issueprice and the basis of determination | ||||
| 2.1 | 6 | The supportingfunds raisingbyissuance of shares: The number of shares to be issued | ||||
| 2.1 | 7 | The supportingfunds raisingbyissuance of shares: The lock-up period arrangement | ||||
| 2.1 | 8 | The supportingfunds raisingbyissuance of shares: The mode of subscription | ||||
| 2.1 | 9 | The supportingfunds raisingbyissuance of shares: The use ofproceeds to be raised | ||||
| 2.2 | 0 | Theplan regardinghandlingof the undistributed cumulatedprofits of the Company | ||||
| 2.2 | 1 | Theplace of listing | ||||
| 2.2 | 2 | The effectiveperiod for the resolution regardingthe transactions | ||||
| 3. | To approve the resolution that the acquisition of assets and supporting funds raising by the Company byissuance of shares constitute relatedpartytransactions; | |||||
| 4. | To approve the resolution regarding the “Report on Acquisition of Assets and Supporting Funds Raisingby Luoyang Glass Company Limited* by Issuance of Shares and Related Party Transactions (PreliminaryPlan) (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))” andits summary; | |||||
| 5. | To approve the resolution that the transactions of the Company are in compliance with Rule 4 of the“Rules on Certain Issues Relating to Regulation on Significant Asset Restructuring of Listed Companies(關於規範上市公司重大資產重組若干問題的規定)”; | |||||
| 6. | To approve the resolution regarding execution of the Proposed Acquisitions Agreements and theSupplemental SP Agreements with conditions precedent to their effectiveness between the Company andthe transaction counterparties; | |||||
| 7. | To approve the resolution regarding execution of the Profit Guarantee Indemnity Agreements and theSupplemental PG Indemnity Agreements with conditions precedent to their effectiveness between theCompanyand the transaction counterparties; | |||||
| 8. | To approve the resolution regarding execution of the Triumph Group Subscription Agreement and theSupplemental Subscription Agreement with conditions precedent to their effectiveness between theCompanyand Triumph Group; | |||||
| 9. | To approve the resolution regarding approval for audited reports and asset valuation reports of thetransaction; | |||||
| 10. | To approve the resolution regarding independence of valuers, reasonableness of valuation assumptionsand premises, relevance between valuation methods and valuation purpose, and fairness of appraisedconsideration; | |||||
| 11. | To approve the resolution regarding situation of current return dilution and the remedial measures in theacquisition of assets and supportingfunds raisingbyissuance of shares and relatedpartytransactions; | |||||
| 12. | To approve the resolution regarding mandate granted by the general meeting to the Board to handlethe relevant matters in respect of the acquisition of assets and supporting funds raising by issuance ofshares;and | |||||
| 13. | To approve the resolution regarding approval granted by the Non-connected Shareholders in the generalmeeting for the waiver from the obligation of the transaction parties to make a mandatory general offerin respect of their acquisition of the shares of the Company. | |||||
| Number | Ordinary Resolution | For(Note 4) | Against(Note 4) | Abstention(Note 4) | ||
| 1. | To approve the resolution regarding approval granted by the Independent Shareholders in the generalmeetingfor the Whitewash Waiver. |