Skip to main content

AI assistant

Sign in to chat with this filing

The assistant answers questions, extracts KPIs, and summarises risk factors directly from the filing text.

RoboSense Technology Co., Ltd Board/Management Information 2007

Jul 26, 2007

50628_rns_2007-07-26_de4e9084-0ebb-4ad6-b8ae-18715ef3ac99.pdf

Board/Management Information

Open in viewer

Opens in your device viewer

==> picture [42 x 57] intentionally omitted <==

(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 Board Meeting

This announcement is made pursuant to Rule 13.09 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “SEHK”).

Luoyang Glass Company Limited (the “Company”) and all members of the Board (the “Board”) of Directors (the “Directors”) of the Company hereby warrant the truth, accuracy and completeness of the contents in this announcement, and accept joint and several responsibilities for any false information, misleading statements or material omission in this announcement.

The 10th meeting of the fifth Board of the Company was held at the conference room of the Company on 1st Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang, Henan Province, the People’s Republic of China (the “PRC”) at 2:00 p.m. on 24 July 2007. Seven out of the nine eligible Directors attended the meeting, where the independent non-executive Director Dong Chao authorised the independent non- executive Director Xi Shengyang to vote on his behalf. Executive Director Jiang Hong was absent from the meeting without giving any authorization. Three supervisors and certain senior management members attended the meeting. The meeting is in compliance with the Company Law of the PRC and the Articles of Association of the Company. The meeting was presided over by Mr. Zhu Leibo, Vice Chairman of the Company. The following matters were approved unanimously by the Directors at the meeting as resolutions:

  1. To approve Mr. Zhang Shaojie, Mr. Jiang Hong and Mr. Ding Jianluo to resign from their office of executive Directors of the Company due to work rearrangement. Their resignations from concurrent positions in subsidiaries or associated companies of the Company are subject to the rules of procedures of the respective companies. And to approve Mr. Dong Chao to resign from his office of independent non-executive Director of the Company due to personal reasons. Since the number of members of the Board would fall below the quorum after the

— 1 —

resignations of the said Directors, their resignations shall not come into effect until the vacancies resulting from their resignations are filled by the appointment of the new directors pursuant to Article 180 of the Articles of Association of the Company. Before a resolution on election of directors is made at a shareholders’ general meeting, the functions and powers of the current Board and the directors who have tendered their resignations shall be subject to reasonable restrictions.

  1. To approve the resignation of Mr. Ding Jianluo from his office of General Manager of the Company due to work rearrangement, and the resignation of Mr. Wang Heping from his office of Deputy General Manager of the Company due to personal reason.

  2. To appoint Mr. Gao Tianbao as General Manager of the Company, with a term of office the same as that of the members of the current Board.

  3. To appoint Mr. Zhu Liuxin, Mr. Xie Jun, Mr. Cao Mingchun, Mr. Cheng Zonghui and Mr. Song Jianming as Deputy General Managers of the Company, each of them with a term of office the same as that of the members of the current Board.

  4. Having reviewed the candidates for the position of the Directors nominated by China Luoyang Float-Glass (Group) Company Limited, the largest shareholder of the Company, and considered them qualified for the said position, to agree the nomination of Mr. Gao Tianbao, Mr. Xie Jun, Mr. Cao Mingchun (candidates for the position of executive Directors), Mr. Yang Weiping, Mr. Shen Anqin (candidates for the position of non-executive Directors) and Mr. Guo Tieming (a candidate for the position of independent non-executive Director) as candidates for the position of Directors. The appointment of these candidates will be considered at the Company’s 2007 Second Extraordinary General Meeting to be held on 10 September 2007.

  5. To authorise executive Director, Mr. Zhu Leibo, to execute on behalf of the Company any contracts or agreements on external investment, purchase or sale, contracting or outsourcing with an amount below RMB50 million during his term of office, all economic and legal liabilities arising out of which shall be borne by the Company.

— 2 —

  1. To authorise General Manager, Mr. Gao Tianbao, to execute on behalf of the Company any contracts or agreements on external investment, purchase or sale, contracting or outsourcing with an amount below RMB30 million during his term of office, all economic and legal liabilities arising out of which shall be borne by the Company.

  2. To authorise Financial Controller, Mr. Cao Mingchun, to execute on behalf of the Company any contracts or agreements on external investment, purchase or sale, contracting or outsourcing with an amount below RMB20 million during his term of office, all economic and legal liabilities arising out of which shall be borne by the Company.

  3. To resolve to convene the 2007 Second Extraordinary General Meeting of the Company on 10 September 2007 in order to elect the new Directors as soon as practicable.

The Board highly appreciates and would like to express its sincere gratitude to Mr. Zhang Shaojie, Mr. Jiang Hong, Mr. Ding Jianluo and Mr. Wang Heping for their outstanding contributions to the Company during their office.

— 3 —

The Board believes that this meeting will help to lessen the concurrent positions of the Directors in the substantial shareholder or other connected parties of the Company, which will allow the Company’s corporate governance to meet the requirements of the regulatory bodies for rational operations. The Directors undertake to act honestly and in a bona fide manner and to apply reasonable skill, care and diligence for the interests of the Company as a whole and with a view to implementing the Company’s development strategy as soon as possible. The Board aims at developing the Company as a leading company in the industry in the coming three years and give excellent results to its investors. The Board also wishes to establish a good image for the Company in both domestic and overseas capital markets to win over the confidence of investors. The Board is confident in the Company’s prospect.

Please refer to Appendix 1 for biographies of the newly appointed senior management members of the Company.

Trading in the H shares of the Company on the SEHK has been suspended since 31 October 2006 and will remain suspended pending release of further announcements by the Company relating to the recoverability of the Company’s receivables from CLFG and its subsidiaries.

By order of the Board Cao Mingchun Secretary to the Board

Luoyang, the PRC 26 July 2007

As at the date of this announcement, the Board comprises five executive Directors: Mr. Zhu Leibo, Mr. Zhang Shaojie, Mr. Zhu Liuxin, Mr. Jiang Hong and Mr. Ding Jianluo, and four independent non-executive Directors: Mr. Zhang Zhanying, Mr. Guo Aimin, Mr. Xi Shengyang and Mr. Dong Chao.

— 4 —

Appendix 1:

Biographies of the newly appointed senior management members of the Company

Mr. Gao Tianbao, aged 49, is a senior accountant. Since he joined the Company in 1983, Mr. Gao has successively held positions including heads of Planning Department, Operation Department, Planning and Development Department, and Planning and Financial Department of Luoyang Glass, and the Financial Controller of the Company. He has extensive experience in corporate operation and management and financial management. Mr. Gao graduated from Zhengzhou University in 1983 with a bachelor’s degree.

Mr. Zhu Liuxin, aged 53, a senior engineer, was graduated from Wuhan Industrial University and Distance Learning Institute of the Chinese Communist Party consecutively with a bachelor Degree. Mr. Zhu currently serves as executive director of the Company and the director and the deputy general manager of China Luoyang Float Glass (Group) Company Limited (‘’CLFG’’) as well as the director of Chenzhou Bada Glass Co. Ltd., the holding subsidiary of the Company. Mr. Zhu joined CLFG in 1986 and held positions such as minister of Production Department and assistant to general manager. In 1996, he became the Deputy General Manager of the Company mainly in charge of production management. Through long-term down-to-earth management of production, Mr. Zhu gained extensive experience.

Mr. Xie Jun, aged 41, a postgraduate, had served as head and chief controller of the production department of the Company, head of No. 2 Float Glass Plant and general manager of the Company’s subsidiary Chenzhou Bada Glass Co., Ltd., deputy general manager of the Company and general manager of CLFG Processed Glass Company Limited (an associate company of the Company). He specialises in the research of float glass technology, corporate marketing and production coordination and management.

— 5 —

Mr. Cheng Zonghui, aged 45, is a senior engineer. Since he joined the Company in 1984, he had successively been the deputy head of the Electromechanical Institute of Luoyang Glass Technology Centre, deputy head and then head of the float glass plant and the assistant to general manager of the Company. Mr. Cheng is experienced in float glass processes and technologies, production and management. He graduated from Sichuan Building Materials Industry College in 1984 with a bachelor’s degree.

Mr. Song Jianming, aged 51, is an engineer. Since he joined the Company in 1989, he had successively been the deputy manager and then manager of the import and export company, and the manager of the sales company of the Company. Mr. Song is experienced in international trade and marketing. He graduated from the Harbin Institute of Technology in 1982 with a bachelor’s degree.

— 6 —