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RoboSense Technology Co., Ltd — Declaration of Voting Results & Voting Rights Announcements 2011
Jul 20, 2011
50628_rns_2011-07-20_6017de6c-6b6c-4c24-9305-53de64eb014f.pdf
Declaration of Voting Results & Voting Rights Announcements
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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 announcement, 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 announcement.
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ANNOUNCEMENT OF RESOLUTIONS PASSED AT THE SECOND EXTRAORDINARY GENERAL MEETING 2011
The Board is pleased to announce that the proposed resolutions as set out in the Notice were duly passed by way of poll at the EGM held on 20 July 2011.
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 in this announcement and individually and collectively accept the responsibility for the truthfulness, accuracy and completeness of the contents contained herein.
Reference is made to the circular (the “ Circular ”) of the Company and the notice (the “ Notice ”) of the second extraordinary general meeting 2011 of the Company (the “ EGM ”) both dated 2 June 2011 in connection with the revision of 2011 annual cap for a continuing connected transaction and the reappointment of auditors of the Company. Capitalized terms used in this announcement shall have the same meanings as those defined in the Circular unless defined otherwise.
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I. CONVENING AND ATTENDANCE OF THE MEETING
The Company held its EGM at the conference room of the Company on 1st Floor, No. 9 Tang Gong Zhong Lu, Xigong District, Luoyang Municipal, Henan Province, the PRC at 9:00 a.m. on 20 July 2011 (Wednesday). A total of 2 Shareholders and their proxies, holding 160,511,644 shares with voting rights of the Company, have attended the EGM. The procedures for convening the EGM were in compliance with the relevant requirements of the Company Law of the PRC and the Articles of Association of the Company. The EGM was presided over by Mr. Song Jianming, the chairman of the Company.
II. CONSIDERATION OF THE RESOLUTIONS
The following ordinary resolutions were passed by way of poll at the EGM:
- To approve and confirm the Master Agreement, the terms and conditions thereof, the transaction contemplated thereunder and the implementation thereof, and the Revised 2011 Annual Cap.
1,493,402 shares voted for the resolution, representing 100% of the total number of shares carrying voting rights held by the Shareholders (or by their proxies) attending the EGM. 0 share voted against the resolution, representing 0% of the total number of shares carrying voting rights held by the Shareholders (or by their proxies) attending the EGM.
- To approve, confirm and ratify any one of the Directors 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 Master Agreement and to waive compliance from or make and agree such variations of a non-material nature to any of the terms of the Master Agreement they may in their discretion consider to be desirable and in the interests of the Company, and all the Directors’ acts as aforesaid.
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1,493,402 shares voted for the resolution, representing 100% of the total number of shares carrying voting rights held by the Shareholders (or by their proxies) attending the EGM. 0 share voted against the resolution, representing 0% of the total number of shares carrying voting rights held by the Shareholders (or by their proxies) attending the EGM.
- To approve the reappointment of Daxin Certified Public Accountants and PKF Certified Public Accountants as the domestic and international auditors of the Company for the year 2011 respectively and authorization to the Board for determining their remunerations.
160,511,644 shares voted for the resolution, representing 100% of the total number of shares carrying voting rights held by the Shareholders (or by their proxies) attending the EGM. 0 share voted against the resolution, representing 0% of the total number of shares carrying voting rights held by the Shareholders (or by their proxies) attending the EGM.
As at the date of the EGM, the total number of issued shares entitling the holders to attend and vote for or against the above resolutions at the EGM was 500,018,242 shares. There are no shares entitling the holders to attend and vote only against the above resolutions at the EGM. CLFG, the controlling Shareholder of the Company, and its associates, holding 159,018,242 shares, have abstained from voting in respect of the above resolutions (1) and (2) as they are connected persons of the Company.
III. WITNESS BY SOLICITORS
The solicitor, Mr. Sun Zhe, from Henan Jiudu Law Firm was appointed by Hong Kong Registrars Limited, the Company’s share registrar in Hong Kong, to act as the scrutineer for the vote-taking at the EGM.
The solicitors, Mr. Sun Zhe and Mr. Li Xiaohui, from Henan Jiudu Law Firm have witnessed the EGM and issued the legal opinion that the convening and holding of and voting procedures of the EGM were in compliance with the relevant laws and regulations and the provisions of the Articles of Association of the Company and that the resolutions passed at the EGM were legitimate and valid.
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IV. DOCUMENTS FOR INSPECTION
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Resolutions of the EGM.
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Legal opinions issued by Henan Jiudu Law Firm.
By order of the Board Luoyang Glass Company Limited Song Jianming Chairman
Luoyang, the PRC 20 July 2011
As at the date of this announcement, the Board comprises four executive Directors: Mr. Song Jianming, Mr. Ni Zhisen, Ms. Song Fei and Mr. Cheng Zonghui; three nonexecutive Directors: Mr. Zhao Yuanxiang, Mr. Zhang Chengong and Mr. Guo Yimin; and four independent non-executive Directors: Mr. Zhang Zhanying, Mr. Guo Aimin, Mr. Huang Ping and Mr. Dong Jiachun.
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