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RoboSense Technology Co., Ltd Proxy Solicitation & Information Statement 2024

Jan 18, 2024

50628_rns_2024-01-18_b2606941-2fa2-40bc-96ad-0173ddaf850c.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.

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(Formerly known as “LUOYANG GLASS COMPANY LIMITED 洛陽玻璃股份有限公司”) (a joint stock limited company incorporated in the People’s Republic of China with limited liability)

(Stock code: 01108)

NOTICE OF THE FIRST EXTRAORDINARY GENERAL MEETING 2024

NOTICE IS HEREBY GIVEN that the first extraordinary general meeting 2024 (the “ EGM ”) of Triumph New Energy 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 a.m. on Monday, 5 February 2024 for the purposes of considering and, if thought fit, passing the following resolutions:

ORDINARY RESOLUTIONS

  1. To consider and approve the 2024–2026 Procurement of Raw Materials 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 2024–2026 Sale of Products 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;

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  1. To consider and approve the 2024–2026 Supply of Products 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;

  2. To consider and approve the 2024–2026 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;

  3. To consider and approve the 2024–2026 Technical Services 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;

  4. To consider and approve the 2024–2026 Supply of Spare Parts 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;

  5. To consider and approve the 2024–2026 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; and

  6. 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 implement the 2024–2026 CCT Agreements.

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(For details of the above resolutions, please refer to the announcements of the Company dated 27 December 2023 in relation to 2024–2026 CCT Agreements and the Proposed Annual Caps for the continuing connected transactions contemplated under the respective agreements for each of the three years ending 31 December 2026 (the “ Announcement ”). Unless otherwise specified, terms used herein shall have the same meanings as those defined in the Announcement.)

By order of the Board Triumph New Energy Company Limited Xie Jun Chairman

Luoyang, the PRC 18 January 2024

As at the date of this notice, the Board comprises four executive Directors: Mr. Xie Jun, Mr. Zhang Rong, Mr. He Qingbo and Ms. Wang Leilei; three non-executive Directors: Mr. Zhang Chong, Mr. Sun Shizhong and Dr. Pan Jingong; and four independent non-executive Directors: Ms. Zhang Yajuan, Mr. Chen Qisuo, Mr. Zhao Hulin and Mr. Fan Baoqun.

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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 31 January 2024, are entitled to attend and vote at the EGM. The register of members of the Company’s H Shares will be closed from 1 February 2024 to 5 February 2024 (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, 17th Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong by 4:30 p.m. on 31 January 2024.

  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 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.

  5. 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.

  6. 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 attending and voting in person at the EGM or any adjournment thereof should he/she so wish.

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