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RoboSense Technology Co., Ltd — Proxy Solicitation & Information Statement 2022
Dec 12, 2022
50628_rns_2022-12-12_ae7e1c2f-5877-4340-9a65-a8a882f705f7.pdf
Proxy Solicitation & Information Statement
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PROXY FORM FOR USE AT THE THIRD EXTRAORDINARY GENERAL MEETING 2022
I/We[(Note 1)]
of
, A shares in total (shareholder account H shares in total[[(Note 2)]] of RMB1.00
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 Third Extraordinary General Meeting 2022 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 9 a.m. on 30 December 2022 (Friday) 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 27 October 2022 in relation to the resignation and nomination of non-executive director and the announcements of the Company dated 23 November 2022 in relation to the revised annual caps and the supplemental agreements for the continuing connected transactions, the discloseable and connected transaction in relation to disposal of 100% equity interest in Puyang China National Building Materials Photovoltaic Materials Company Limited, a subsidiary, the acquisition of the remaining 40% equity interest in Qinhuangdao North Glass Co., Ltd.* and the proposed change of company name and the proposed amendments to the Articles of Association.
Signature(s)[(Note 6)] :
Date:
Notes:
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Please insert full name(s) and address(es) of the shareholders on the register of members in block capital.
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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).
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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/her behalf. A proxy needs not to be a shareholder of the Company.
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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.
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Important: Voting at the EGM in respect of ordinary resolution No. 6 (namely the resolution in relation to the election of a director) shall be conducted by way of accumulative voting, whereby in respect of the resolution you are entitled to a number of votes equivalent to the number of shares represented by you, and you may cast all or part of such number of votes in favour of the candidate. You may also opt to abstain from voting, provided that the number of votes you cast shall not, on an accumulative basis, exceed the number of shares represented by you, otherwise, all votes cast by you in respect of the resolution will be rendered null and void and you will be deemed as having waived your right to vote.
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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/her attorney duly authorised in writing.
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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 Third Extraordinary General Meeting 2022.
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Each amendment made to this proxy form shall become effective only after it is signed by signatories.
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A proxy attending the Third Extraordinary General Meeting 2022 on behalf of the shareholder shall present his/her identity card and the proxy form 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:
| Appendix: | Appendix: | Appendix: | ||||
|---|---|---|---|---|---|---|
| Special ResolutionsFor (Note 4)Against (Not1.To consider and approve the change of companyname;and2.Conditional upon the passing of the special resolution number 1,to consider and approve the proposed amendments to the Articlesof Association of the Company.Ordinary ResolutionsFor(Note 4)Against(Not1.To consider and approve the Supplemental Agreement forEngineering Construction Equipment Procurement and InstallationFramework Agreement (a copy of which has been proposed tothe EGM marked “1” and signed by the chairman of the EGM forthe purpose of identification), the terms and conditions thereof,its proposed revised annual caps, the transactions contemplatedthereunder and the implementation thereof;2.To consider and approve the Supplemental Agreement for Saleand Purchase of Raw Materials Framework Agreement (a copy ofwhich has been proposed to the EGM marked “2” and signed bythe chairman of the EGM for the purpose of identification), theterms and conditions thereof, its proposed revised annual caps,the transactions contemplated thereunder and the implementationthereof;3.To consider and approve the Supplemental Agreement forTechnical Services Framework Agreement (a copy of whichhas been proposed to the EGM marked “3” and signed by thechairman of the EGM for the purpose of identification), the termsand conditions thereof, its proposed revised annual caps, thetransactions contemplated thereunder and the implementationthereof;4.To consider and approve the Share Transfer Agreement in respectof Qinhuangdao North Glass Co., Ltd.* (a copy of which has beenproposed to the EGM marked “4” and signed by the chairmanof the EGM for the purpose of identification), the terms andconditions thereof, the transactions contemplated thereunder andthe implementation thereof;5.To consider and approve the Share Transfer Agreement in respectof Puyang China National Building Materials PhotovoltaicMaterials Company Limited* (a copy of which has been proposedto the EGM marked “5” and signed by the chairman of the EGMfor the purpose of identification), the terms and conditionsthereof, the transactions contemplated thereunder and theimplementation thereof;andCumulative Vote6.To consider and approve the appointment of Mr. Sun Shizhongas a non-executive director of the tenth session of the board ofdirectors of the Company. | Special Resolutions | For (Note 4) | Against (Not | e 4) | Abstention (Note 4) | |
| 1. | To consider and approve the change of companyname;and | |||||
| 2. | Conditional upon the passing of the special resolution number 1,to consider and approve the proposed amendments to the Articlesof Association of the Company. | |||||
| Ordinary Resolutions | For(Note 4) | Against(Not | e 4) | Abstention(Note 4) | ||
| 1. | To consider and approve the Supplemental Agreement forEngineering Construction Equipment Procurement and InstallationFramework Agreement (a copy of which has been proposed tothe EGM marked “1” and signed by the chairman of the EGM forthe purpose of identification), the terms and conditions thereof,its proposed revised annual caps, the transactions contemplatedthereunder and the implementation thereof; | |||||
| 2. | To consider and approve the Supplemental Agreement for Saleand Purchase of Raw Materials Framework Agreement (a copy ofwhich has been proposed to the EGM marked “2” and signed bythe chairman of the EGM for the purpose of identification), theterms and conditions thereof, its proposed revised annual caps,the transactions contemplated thereunder and the implementationthereof; | |||||
| 3. | To consider and approve the Supplemental Agreement forTechnical Services Framework Agreement (a copy of whichhas been proposed to the EGM marked “3” and signed by thechairman of the EGM for the purpose of identification), the termsand conditions thereof, its proposed revised annual caps, thetransactions contemplated thereunder and the implementationthereof; | |||||
| 4. | To consider and approve the Share Transfer Agreement in respectof Qinhuangdao North Glass Co., Ltd.* (a copy of which has beenproposed to the EGM marked “4” and signed by the chairmanof the EGM for the purpose of identification), the terms andconditions thereof, the transactions contemplated thereunder andthe implementation thereof; | |||||
| 5. | To consider and approve the Share Transfer Agreement in respectof Puyang China National Building Materials PhotovoltaicMaterials Company Limited* (a copy of which has been proposedto the EGM marked “5” and signed by the chairman of the EGMfor the purpose of identification), the terms and conditionsthereof, the transactions contemplated thereunder and theimplementation thereof;and | |||||
| Cumulative Vote | (s)(Note 5) | |||||
| 6. | To consider and approve the appointment of Mr. Sun Shizhongas a non-executive director of the tenth session of the board ofdirectors of the Company. | affirmative vote(s) |