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RoboSense Technology Co., Ltd Proxy Solicitation & Information Statement 2022

Dec 12, 2022

50628_rns_2022-12-12_4606d9ac-c81a-417f-8527-1e185c30bc89.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 THIRD EXTRAORDINARY GENERAL MEETING 2022

NOTICE IS HEREBY given that the third extraordinary general meeting 2022 (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 am on 30 December 2022 (Friday) 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 announcements of the Company dated 23 November 2022 in relation to the revised annual caps and supplemental agreements of continuing connected transactions, acquisition of the remaining 40% equity interest of Qinhuangdao North Glass Co., Ltd., discloseable and connected transactions in relation to disposal of 100% equity interest in Puyang China National Building Materials Photovoltaic Materials Company Limited, a subsidiary, proposed change of company name and proposed amendments to the articles of association and the announcement of the Company dated 27 October 2022 in relation to the resignation and nomination of non-executive Director (the “ Announcements ”).

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Special Resolutions

  1. To consider and approve the change of the company name;

  2. Conditional upon the passing of the special resolution number 1, to consider and approve the proposed amendments to the Articles of Association of the Company.

Ordinary Resolutions

  1. To consider and approve the Supplemental Agreement for Engineering Construction Equipment Procurement and Installation 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;

  2. To consider and approve the Supplemental Agreement for 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;

  3. To consider and approve the Supplemental Agreement for 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;

  4. To consider and approve the Share Transfer Agreement of Qinhuangdao North Glass Co., Ltd. (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;

  5. To consider and approve the Share Transfer Agreement of Puyang China National Building Materials Photovoltaic Materials Company Limited (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; and

  6. To consider and approve the appointment of Mr. Sun Shizhong as a non-executive Director of the tenth session of the Board of the Company.

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(For details of the above resolutions, please refer to the Announcements.)

By order of the Board Luoyang Glass Company Limited * Xie Jun Chairman

Luoyang, the PRC 13 December 2022

As at the date of this notice, the Board comprises five executive Directors: Mr. Xie Jun, Mr. Ma Yan, Mr. Zhang Rong, Mr. Liu Yuquan and Ms. Wang Leilei; one nonexecutive Director: Mr. Zhang Chong; and four independent non-executive Directors: Ms. Zhang Yajuan, Mr. Fan Baoqun, Mr. Chen Qisuo and Mr. Zhao Hulin.

  • For identification purposes only

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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 22 December 2022, are entitled to attend and vote at the EGM. The register of members of the Company’s H Shares will be closed from 23 December 2022 to 30 December 2022 (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 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 4:30 p.m. on 22 December 2022.

  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.

  3. 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 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.

  4. 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 22 December 2022 by courier, mail or facsimile.

  5. 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.

  6. 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.

  7. 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 8961 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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