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RoboSense Technology Co., Ltd — Declaration of Voting Results & Voting Rights Announcements 2007
Feb 14, 2007
50628_rns_2007-02-14_5a8bcafa-9858-432f-8022-3e7213735ad0.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 THE RESOLUTION PASSED AT THE EXTRAORDINARY GENERAL MEETING OF THE COMPANY
The extraordinary general meeting (“ EGM ”) of Luoyang Glass Company Limited (the “ Company ”) was held at the conference room of the Company on 1st Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the People’s Republic of China (the “ PRC ”) at 9:00 a.m. on 13 February 2007. As at the date of the EGM, the total number of issued shares of the Company entitling the holders to attend and vote for or against the special resolution at the EGM is 500,018,242 shares. There are no shares of the Company entitling the holder to attend and vote only against the special resolution at the EGM. No shareholder of the Company is required to abstain from voting to approve the special resolution at the EGM.
A total of 3 shareholders of the Company and proxies attended the EGM, representing 425,578,080 shares which accounts for 85.11% of the Company’s total share capital. The EGM was chaired by Mr. Liu Baoying, the chairman of the Company. Certain directors, supervisors and senior management members of the Company also attended the EGM. Sue Zhe of Henan Jiudu Law Firm was appointed as the scrutineer for the votetaking of the poll at the EGM.
Special resolution passed at the EGM was as follows:-
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“Subject to all the necessary approvals and/or consents from the relevant PRC authorities and bodies being obtained and/or the procedures as required under the laws and regulations of the PRC being completed,
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(a) to consider and approve the following amendments to the articles of the Articles of Association of the Company:
- (i) to add the following paragraph in Article 19 as the 2nd paragraph after the 1st paragraph of Article 19:
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“The Company’s shareholding structure has been changed upon completion of its share segregation reform and reduction of its registered capital. The total number of issued ordinary shares of the Company is 500,018,242 shares. 179,018,242 restricted circulating shares of the Company are held by the promoters, representing approximately 35.80% of the Company’s total issued ordinary shares.”
- (ii) to amend Article 20 to read as follows:
“Upon the change of shareholding structure of the Company, the total number of issued ordinary shares of the Company is 500,018,242 shares, of which 179,018,242 restricted circulating shares are held by the promoters, representing approximately 35.80% of the Company’s total issued ordinary shares; 250,000,000 issued ordinary shares are overseas listed foreign shares, representing approximately 50% of the Company’s total issued ordinary shares; and 71,000,000 shares are domestic listed domestic shares, representing approximately 14.20% of the Company’s total issued ordinary shares.
The Company’s shareholding structure comprises 500,018,242 ordinary shares, including 179,018,242 restricting circulating shares held by the promoters, 250,000,000 shares held by the shareholders of overseas listed foreign shares and 71,000,000 shares held by the shareholders of domestic listed domestic shares. If not more than 600,021,890 domestic shares and/or overseas listed foreign shares are to be issued according to Article 128(1) of the Articles of Association of the Company, then not more than 300,021,890 domestic shares will be issued to domestic investors and not more than 300,000,000 overseas listed foreign shares will be issued to the shareholders of overseas listed foreign shares.”
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(iii) to amend Article 23 to read as follows:
- “The Company’s registered capital is RMB500,018,242.”
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(b) to authorise the board of directors (the “ Board ”) of the Company to do all such further acts and things and take all steps which in the Board’s opinion may be necessary, desirable and expedient to give effect to such amendments, including but not limited to application for approval of, registration of or filing the amended Articles of Association of the Company to the relevant governmental authorities of the PRC and Hong Kong and making further amendments as governmental authorities of the PRC may require.”
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191,015,082 shares voted in favour, representing 100% of the total number of shares with voting rights held by the shareholders who attend the EGM;
0 share voted against, representing 0% of the total number of shares with voting rights held by the shareholders who attend the EGM;
0 share casted abstained vote, representing 0% of the total number of shares with voting rights held by the shareholders who attend the EGM; and
234,562,998 shares did not cast any vote.
Note: Pursuant to Article 97 of the Articles of Association of the Company, the Company will not count the shares casting abstained votes and without casting any votes as shares carrying voting rights in the voting results.
The Company’s PRC lawyer, Sue Zhe of Henan Jiudu Law Firm, considers that the procedures for the convening and holding of the EGM, qualification of the persons attending the EGM, qualification of the conveners and the procedures for voting were in compliance with the laws and regulations and the requirements under the Articles of Association of the Company, resolution thereby made at the EGM was legally valid.
By order of the Board Cao Mingchun Secretary to the Board
Luoyang, the PRC 13 February 2007
As at the date of this announcement, the Board comprises six executive Directors: Mr. Liu Baoying, 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.
Please also refer to the published version of this announcement in The Standard / Sing Tao Daily.
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