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RoboSense Technology Co., Ltd Proxy Solicitation & Information Statement 2021

Feb 22, 2021

50628_rns_2021-02-22_84d8322d-d09b-4908-9fae-c3cd85ce6607.pdf

Proxy Solicitation & Information Statement

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PROXY FORM FOR USE AT THE 2021 FIRST H SHAREHOLDERS’ CLASS MEETING

I/We[(Note 1)]

of

, A shares in total (shareholder account H shares in total[[(Note 2)]] of ”). I/We hereby appoint the Chairman of the (Note 3)

am/are the holder(s) of

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 (Note 3) of ,

to be my/our proxy(ies) to attend the 2021 First H Shareholders’ 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 (the “ PRC ”) at 10:00 a.m. on 12 March 2021 (Friday) (or immediately after the A Shareholders’ 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 following resolutions on behalf of me/us according to the instructions in the appendix hereto. If no instructions are given, the proxy(ies) may vote at his/their own discretion.

Unless otherwise indicated, capitalised terms used herein shall have the same meanings as those defined in the announcement of the Company dated 30 December 2020 in relation to (1) proposed non-public issuance of A Shares; (2) connected transaction in relation to the proposed subscription for A Shares by Triumph Group; and (3) specific mandate.

Signature(s)[(Note 5)] : Date: 2021

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 in writing.

  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 other authorisation documents as notarised by the notary public shall be effective only if the same be delivered to 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 2021 First H Shareholders’ Class Meeting.

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

  8. A proxy attending the 2021 First H Shareholders’ Class 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:

Number Resolutions For (Note 4) Against (Note 4) Abstention (Note 4)
Special resolutions:
1. To consider and approve the resolution in relation to the planfor the 2020 Non-public Issuance of A Shares of the Company.The main contents of the resolution are set out as below (eachto be considered and approved by way of seperate specialresolution):
1.1Class andpar value of shares to be issued;
1.2Method and time of issuance;
1.3Price Determination Date, Issue Price, and pricingprinciples;
1.4Target subscribers and method of subscription;
1.5Number of shares to be issued;
1.6Use ofproceeds;
1.7Lock-up period arrangement;
1.8Place of listing;
1.9Arrangement relating to the accumulated undistributedprofits;and
1.10Validity period of the resolution in relation to the Non-public Issuance of A Shares.
2. To consider and approve the resolution in relation to theproposal for the 2020 Non-public Issuance of A Shares of theCompany (revised).
3. To consider and approve the resolution in relation to theconditional subscription agreement on the Non-public Issuanceof A Shares and the supplemental agreement to the conditionalsubscription agreement on the Non-public Issuance of A Sharesentered into between Triumph Groupand the Company.
4. To consider and approve the resolution in relation toproposing to the EGM, A Shareholders’ Class Meeting and HShareholders’ Class Meeting of the Company to grant to theBoard of the Company the specific mandate in relation to theissuance of additional A Shares and authorize the Board and itsauthorized representative(s) to handle specific matters relatingto the Non-public Issuance of A Shares.