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RoboSense Technology Co., Ltd — Declaration of Voting Results & Voting Rights Announcements 2015
Aug 25, 2015
50628_rns_2015-08-25_77d4b03a-aa49-46b7-a7f7-a3c7ce49fbd5.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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POLL RESULTS OF THE FIRST H SHARES CLASS MEETING HELD ON 25 AUGUST 2015
The first H shares class meeting (the “ H Shares Class Meeting ”) of Luoyang Glass Company Limited * (the “ Company ”) was 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 11:00 a.m. on 25 August 2015 (Tuesday). The procedures for convening the H Shares Class Meeting were in compliance with the relevant requirements of the Company Law of the PRC and the Articles of Association of the Company. The H Shares Class Meeting was presided over by Mr. Ma Liyun, the chairman of the Company.
Reference is made to the circular (the “ Circular ”) of the Company to its Shareholders dated 10 August 2015. Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as ascribed thereto in the Circular.
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POLL RESULTS AT THE H SHARES CLASS MEETING
The following special resolutions were passed by way of poll at the H Shares Class Meeting:
| Special Resolutions | Special Resolutions | Number of votes(% of votes) | Number of votes(% of votes) | Number of votes(% of votes) |
|---|---|---|---|---|
| For | Against | Totalnumber ofvotes | ||
| 1 | The resolution in relation to the Company’smajor asset swap, issuance of shares,acquisition of assets by cash and raising ofsupportingfunds | – | – | – |
| 1.01 | The subject, counterparty and mode of thetransaction | 12,950,409(95.73%) | 578,000(4.27%) | 13,528,409(100%) |
| 1.02 | The consideration for the transaction andmethod of payment | 12,950,409(95.73%) | 578,000(4.27%) | 13,528,409(100%) |
| 1.03 | The types and face value of the shares to beissued | 12,950,409(95.73%) | 578,000(4.27%) | 13,528,409(100%) |
| 1.04 | The method of share issuance and the targetsubscribers for the share issuance | 12,950,409(95.73%) | 578,000(4.27%) | 13,528,409(100%) |
| 1.05 | The issue price | 12,950,409(95.73%) | 578,000(4.27%) | 13,528,409(100%) |
| 1.06 | The number of shares to be issued | 12,950,409(95.73%) | 578,000(4.27%) | 13,528,409(100%) |
| 1.07 | The use of the proceeds of the supportingfunds raised | 12,950,409(95.73%) | 578,000(4.27%) | 13,528,409(100%) |
| 1.08 | Subscription method | 12,950,409(95.73%) | 578,000(4.27%) | 13,528,409(100%) |
| 1.09 | Arrangement for Lock-up Period | 12,950,409(95.73%) | 578,000(4.27%) | 13,528,409(100%) |
| 1.10 | Payment by cash for this transaction | 12,950,409(95.73%) | 578,000(4.27%) | 13,528,409(100%) |
| 1.11 | Vesting of loss/gains of the underlying assetfrom the valuation date to and until the assetsettlement date | 12,950,409(95.73%) | 578,000(4.27%) | 13,528,409(100%) |
| 1.12 | Place of listing | 12,950,409(95.73%) | 578,000(4.27%) | 13,528,409(100%) |
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| Special Resolutions | Number of votes(% of votes) | ||||||||
| For | Against | Totalnumber ofvotes | |||||||
| 1.13 | The proposal regarding the Company’sprofits which are rolled over and remainundistributedprior to the issuance | 12,950,409(95.73%) | 578,000(4.27%) | 13,528,409(100%) | |||||
| 1.14 | Asset settlement | 12,950,409(95.73%) | 578,000(4.27%) | 13,528,409(100%) | |||||
| 1.15 | Effective term for the resolution regardingthe issuance | 12,950,409(95.73%) | 578,000(4.27%) | 13,528,409(100%) | |||||
| 2 | The resolution regarding Luoyang GlassCompany Limited’s report (draft) on themajor asset swap, issuance of shares,acquisition of assets by cash and raisingof supporting funds and connectedtransaction(s) (《洛陽玻璃股份有限公司重大資產置換及發行股份並支付現金購買資產並募集配套資金暨關聯交易報告書 | 12,950,409(95.73%) | 578,000(4.27%) | 13,528,409(100%) | |||||
| (草案)》) and the abstracted resolutionsthereof | |||||||||
| 3 | The resolution regarding the Agreementbetween Luoyang Glass Company Limitedand China Luoyang Float Glass (Group) | 12,950,409(95.73%) | 578,000(4.27%) | 13,528,409(100%) | |||||
| Company Limited in respect of the majorasset swap, issuance of shares, acquisitionof assets by cash and raising of supportingfunds (《洛陽玻璃股份有限公司與中國洛陽浮法玻璃集團有限責任公司關於重大資產置換及發行股份並支付現金購買資產並募集配套資金的協議》) subject toconditions precedent entered into by andbetween the Companyand the counterparty |
As at the date of the H Shares Class Meeting, there were a total of 500,018,242 Shares in issue, comprising 250,000,000 H Shares and 250,018,242 A Shares. One Shareholder (or Proxy) in total was present at the H Shares Class Meeting, holding an aggregate of 13,528,409 H Shares which represented approximately 5.41% of the total number of H Shares.
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There were 250,000,000 H Shares in issue entitling the holders to attend and vote on the special resolutions at the H Shares Class Meeting. There were no Shares entitling the holders to attend and abstain from voting in favour of the special resolutions pursuant to Rule 13.40 of the Listing Rules. There were no Shares entitling the holders to attend and abstain from voting in respect of the special resolutions.
WITNESS BY SOLICITORS
The solicitors, Mr. Sun Zhe and Mr. Duan Yaofeng, from Henan Yaohua Law Firm were 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 H Shares Class Meeting.
The solicitors, Mr. Sun Zhe and Mr. Duan Yaofeng, from Henan Yaohua Law Firm have witnessed the H Shares Class Meeting and issued the legal opinions that the convening and holding of and voting procedures of the H Shares Class Meeting were in compliance with the relevant laws and regulations and the provisions of the Articles of Association of the Company and that all special resolutions passed at the H Shares Class Meeting were legitimate and valid.
DOCUMENTS FOR INSPECTION
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Resolutions in relation to the 2015 First Extraordinary General Meeting, the 2015 First A Shares Class Meeting and the 2015 First H Share Class Meeting.
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Legal opinions issued by Henan Yaohua Law Firm.
By order of the Board Luoyang Glass Company Limited * Ma Liyun Chairman
Luoyang, the PRC 25 August 2015
As at the date of this announcement, the Board comprises four executive Directors: Mr. Ma Liyun, Mr. Ni Zhisen, Ms. Sun Lei and Mr. Xie Jun; two non-executive Directors: Mr. Zhang Chengong and Mr. Zhang Chong; and four independent non-executive Directors: Mr. Huang Ping, Mr. Dong Jiachun, Mr. Liu Tianni and Mr. Jin Zhanping.
- for identification purposes only
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