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RoboSense Technology Co., Ltd Proxy Solicitation & Information Statement 2020

Dec 3, 2020

50628_rns_2020-12-03_1d64e065-e42b-438b-9d71-fa6142530f32.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this notice, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this notice.

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING 2021

NOTICE IS HEREBY given that the First Extraordinary General Meeting 2021 (the “ EGM ”) of Luoyang Glass Company Limited* (the “ Company ”) will 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 18 January 2021 (Monday) for the purpose of considering and, if thought fit, passing the following resolutions:

Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the announcement of the Company dated 2 December 2020 in relation to the continuing connected transactions and the announcement of the Company dated 2 December 2020 in relation to the change of operation term of business license of the Company, amendments to the Articles of Association and Rules of Procedures of General Meetings (the “ Announcements ”).

Special Resolution

  1. To consider and approve the proposed amendments to the Articles of Association of the Company.

Ordinary Resolutions

  1. To consider and approve the 2021-2023 Sale and Purchase of Glass Products Framework Agreement (a copy of which has been proposed to the EGM marked “ 1 ” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed annual caps, the transactions contemplated thereunder and the implementation thereof;

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  1. To consider and approve the 2021-2023 Sale and Purchase of Raw Materials Framework Agreement (a copy of which has been proposed to the EGM marked “ 2 ” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed annual caps, the transactions contemplated thereunder and the implementation thereof;

  2. To consider and approve the 2021-2023 Technical Services Framework Agreement (a copy of which has been proposed to the EGM marked “ 3 ” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed annual caps, the transactions contemplated thereunder and the implementation thereof;

  3. To consider and approve the 2021-2023 Engineering Construction Equipment Procurement and Installation Framework Agreement (a copy of which has been proposed to the EGM marked “ 4 ” and signed by the chairman of the EGM for the purpose of identification), the terms and conditions thereof, its proposed annual caps, the transactions contemplated thereunder and the implementation thereof;

  4. To consider and approve the 2021-2023 Sale and Purchase of Spare Parts Framework Agreement (a copy of which has been proposed 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 transactions contemplated thereunder and the implementation thereof;

  5. To consider and approve the 2021-2023 Sale and Purchase of Products Framework Agreement (a copy of which has been proposed 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 transactions contemplated thereunder and the implementation thereof;

  6. To consider and approve the 2021-2023 Financial Services Framework Agreement (a copy of which has been proposed 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 transactions contemplated thereunder and the implementation thereof;

  7. To approve, ratify and confirm any one of the Directors for and on behalf of the Company, among other matters, to sign, execute, complete, deliver or to authorize signing, executing, completing 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 implementing the 2021-2023 CCT Agreements;

  8. To consider and approve the change of operation term of business license of the Company; and

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In accordance with the requirements of the industrial and commercial administrative authorities, the Company proposed to change the operation term of its business license from “7 August 1996 to 6 August 2036” to “7 August 1996 to perpetual existence” in order to make the operation term specified in the business license of the Company to be identical to that set forth in Article 5 of Chapter 1 of the Articles of Association of the Company, i.e. “The Company is a joint stock limited liability company with perpetual existence”.

  1. To consider and approve the amendments to the Rules of Procedures of General Meetings.
  • (For details of the above resolutions, please refer to the Announcements.)

By order of the Board Luoyang Glass Company Limited Zhang Chong* Chairman

Luoyang, the PRC 3 December 2020

As at the date of this notice, the Board of the Company comprises five executive Directors: Mr. Zhang Chong, Mr. Xie Jun, Mr. Ma Yan, Mr. Wang Guoqiang and Mr. Zhang Rong; two non-executive Directors: Mr. Ren Hongcan and Mr. Chen Yong; and four independent non-executive Directors: Mr. Jin Zhanping, Mr. Ye Shuhua, Mr. He Baofeng and Ms. Zhang Yajuan.

  • For identification purposes only

Notes:

  1. Holders of the Company’s H Shares, whose names appear on the register of members maintained by Hong Kong Registrars Limited at the close of trading at 4:30 p.m. on 17 December 2020, are entitled to attend and vote at the EGM. The register of members of the Company’s H Shares will be closed from 18 December 2020 to 18 January 2021 (both days inclusive), during which period no transfer of H Shares will be effected in order to determine the list of holders of H Shares eligible to attend the EGM. Holders of H Shares of the Company who wish to attend the EGM must lodge all share transfer forms accompanied by the relevant H share certificates with the registrar of the Company’s H Shares, namely Hong Kong Registrars Limited at Shops 1712–1716, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 4:30 p.m. on 17 December 2020.

  2. Any Shareholder entitled to attend and vote at the EGM may appoint a proxy or proxies (who need not be a Shareholder of the Company) to attend and vote at the EGM on his/her behalf. A proxy of a Shareholder who has appointed more than one proxy may only vote on a poll.

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  1. The principal Shareholder may appoint a proxy in written form (i.e. through the enclosed proxy form). The proxy form shall be signed by the principal or his attorney as authorised. In case that the proxy form is signed by the attorney of the principal, the power of attorney or other authorisation documents must be notarised by the notary public. The proxy form together with such power of attorney or other authorisation documents as notarised by the notary public must be lodged at the Company’s share registrar in Hong Kong, Hong Kong Registrars Limited, at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong or to the Company at No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC not less than 24 hours before the time appointed for the holding of the EGM or any adjournment thereof.

  2. Shareholders who intend to attend the EGM in person or by proxy should complete and return the signed reply slip for attending the EGM to the registered address of the Company on or before 28 December 2020 by courier, mail or facsimile.

  3. Shareholders or their proxies shall produce their proofs of identity when attending the EGM. A proxy of Shareholder who is appointed to attend the EGM shall produce the proxy form at the same time.

  4. The EGM is expected to last for no more than one day. Shareholders and their proxies attending the EGM should be responsible for their own traveling and accommodation expenses.

  5. The Company’s registered address is as follows:

No. 9 Tang Gong Zhong Lu, Xigong District Luoyang Municipal, Henan Province the People’s Republic of China Postal Code: 471009 Tel: 86–379–6390 8588 Fax: 86–379–6325 1984

  1. Completion and return of the proxy form will not preclude Shareholders of the Company from subsequently attending and voting in person at the EGM or any adjourned meetings should you so wish.

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