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RoboSense Technology Co., Ltd — Declaration of Voting Results & Voting Rights Announcements 2007
Dec 18, 2007
50628_rns_2007-12-18_fe33a47b-76a8-456b-b1a8-bd4c0a0e50a9.pdf
Declaration of Voting Results & Voting Rights Announcements
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(a joint stock limited company incorporated in the People’s Republic of China with limited liability)
(Stock Code: 1108)
Announcement of Resolutions Passed at the 2007 Fourth Extraordinary General Meeting
The board (the “Board”) of directors (the “Directors”) of Luoyang Glass Company Limited (the “Company”) confirms that there are no false representations, misleading statements or material omissions contained herein and individually and collectively accept the responsibility for the truthfulness, accuracy and completeness of the contents of this announcement.
Reference is made to the circular of the Company dated 2 November 2007 (the “Circular”). Unless the context otherwise requires, terms used herein shall have the same meanings as defined in the Circular.
The Company held the EGM at the conference room of the Company on the 1st Floor, No.9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the People’s Republic of China (“PRC”) at 9:00 a.m. on 18 December 2007. The EGM was attended by 8 Independent Shareholders and their proxies, representing 248,115,746 Shares and exceeding 50% of Shares with voting rights in the EGM. The procedures for convening the EGM were in compliance with the Company Law of the PRC and the Articles of Association of the Company. The EGM was chaired by Mr. Gao Tianbao, the Director and general manager of the Company. The Independent Shareholders have considered the following ordinary resolutions and voted on them by poll:
- (A) The resolution in relation to the approval of the Longxin Glass Share Transfer Agreement and the terms and conditions thereof and the transaction contemplated thereunder and the implementation thereof was passed.
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For: 1,728,020 Shares; Against: 0 Share; Shares voting in favour represent 100% of the total Shares with voting rights held by the Independent Shareholders (or their proxies) attending the EGM.
- (B) The resolution in relation to the approval of Logistics Company Share Transfer Agreement and the terms and conditions thereof and the transaction contemplated thereunder and the implementation thereof was passed.
For: 1,728,020 Shares; Against: 0 Share; Shares voting in favour represent 100% of the total Shares with voting rights held by the Independent Shareholders (or their proxies) attending the EGM.
- (C) The resolution in relation to the approval and ratification of any one of the Directors be authorised for and on behalf of the Company, among other matters, to sign, execute, perfect, deliver or to authorise signing, executing, perfecting and delivering all such documents and deeds, to do or authorise doing all such acts, matters and things as they may in their discretion consider necessary, expedient or desirable to give effect to and implement the Longxin Glass Share Transfer Agreement and the Logistics Company Share Transfer Agreement respectively and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of any of the Longxin Glass Share Transfer Agreement and the Logistics Company Share Transfer Agreement respectively as they may in their discretion consider to be desirable and in the interests of the Company and all the Directors’ acts as aforesaid was passed.
For: 1,728,020 Shares; Against: 0 Share; Shares voting in favour represent 100% of the total Shares with voting rights held by the Independent Shareholders (or their proxies) attending the EGM.
As at the date of the EGM, the total number of issued Shares was 500,018,242 Shares. There is no restriction on the Independent Shareholders to cast vote on the resolutions (A), (B) and (C) at the EGM. In view of CLFG’s interest in the connected transactions contemplated under the Longxin Glass Share Transfer Agreement and the Logistics Company Share Transfer Agreement, CLFG together with its associates (as defined in the Listing Rules), holding 179,018,242 Shares abstained from voting at the aforesaid resolutions (A), (B) and (C) at the EGM. There are no Shares entitling the holder to attend and vote only against the aforesaid resolutions (A), (B) and (C) at the EGM.
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Hong Kong Registrars Limited appointed the solicitor, Zhang Shui Shan of Henan Wang Cheng Law Firm as the scrutineer of the EGM to oversee the entire vote counting procedure of the poll. Voting of the Independent Shareholders of H shares was conducted by the Company pursuant to the guidelines on voting stipulated by Hong Kong Registrars Limited. The solicitors, Zhang Shui Shan and Cui Rui Guo of Henan Wang Cheng Law Firm witnessed the EGM and issued the legal opinion that the convening and holding of as well as the voting procedure of the EGM were in compliance with the relevant laws and regulations and the requirements of the Articles of Association of the Company.
By order of the Board Zhu Leibo Chairman
Luoyang, the PRC 18 December 2007
As at the date of this announcement, the Board comprises five executive Directors: Mr. Zhu Leibo, Mr. Zhu Liuxin, Mr. Gao Tianbao, Mr. Xie Jun and Mr. Cao Mingchun, two non-executive Directors, Mr. Yang Weiping and Mr. Shen Anqin, and four independent non-executive Directors: Mr. Zhang Zhanying, Mr. Guo Aimin, Mr. Xi Shengyang and Mr. Ge Tieming.
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