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RoboSense Technology Co., Ltd Declaration of Voting Results & Voting Rights Announcements 2021

Feb 9, 2021

50628_rns_2021-02-09_ccb57a07-2f6d-46fb-b020-5230c11c67bb.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.

ANNOUNCEMENT ON POLL RESULTS OF THE FIRST EXTRAORDINARY GENERAL MEETING 2021 HELD ON 9 FEBRUARY 2021

The first extraordinary general meeting in 2021 (the “ EGM ”) 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 9:00 a.m. on 9 February 2021 (Tuesday). 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. Zhang Chong.

Reference is made to the circular to Shareholders (the “ Circular ”) of the Company dated 25 January 2021. Unless the context otherwise requires, capitalised terms used herein shall have the same meanings as ascribed thereto in the Circular.

As at the date of the EGM, the total number of issued shares of the Company was 548,540,432 shares, comprising 298,540,432 A Shares and 250,000,000 H Shares. A total of 11 Shareholders (or proxies) were present at the EGM, holding a total of 205,383,969 shares of the Company, representing approximately 37.44% of the total number of shares of the Company.

As disclosed in the Circular, pursuant to Rule 14A.36 of the Listing Rules, CNBMG and its associates, which have interests in the transactions contemplated under the 2021–2023 CCT Agreements, have abstained from voting on the resolutions in relation to each of the 2021–2023 CCT Agreements and their respective Proposed Annual Caps (ordinary resolutions No. 1 to 8) at the EGM. CNBMG is required to abstain from voting with a total of 191,520,357 A Shares, representing approximately 34.91% of the total issued share capital of the Company as at the date of the EGM.

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The total number of issued shares of the Company entitling the relevant Shareholders to attend and vote on the ordinary resolutions No. 1 to 8 at the EGM was 357,020,075 shares. The total number of issued shares of the Company entitling the relevant Shareholders to attend and vote on other resolutions at the EGM was 548,540,432 shares.

Save as disclosed above, there were no shares of the Company (i) entitling the holder to attend and abstain from voting on any resolutions at the EGM; or (ii) of which the holder was required under the Listing Rules to abstain from voting on the resolutions at the EGM. No Shareholders have stated their intention in the Circular to vote against any resolutions or to abstain from voting at the EGM.

POLL RESULTS AT THE EGM

The following resolutions were duly passed by way of poll at the EGM and the poll results were as follows:

Number of votes Number of votes Number of votes
No. SPECIAL RESOLUTION (% of votes)
For Against Abstain
1. To consider and approve the proposed 205,341,969 42,000 0
amendments to the Articles of Association of the (99.98)% (0.02)% (0.00)%
Company.
ORDINARY RESOLUTIONS
1. To consider and approve the 2021–2023 Sale 13,853,412 10,200 0
and Purchase of Glass Products Framework (99.93)% (0.07)% (0.00)%
Agreement, the terms and conditions thereof,
its proposed annual caps, the transactions
contemplated thereunder and the implementation
thereof;
2. To consider and approve the 2021–2023 Sale 13,853,412 10,200 0
and Purchase of Raw Materials Framework (99.93)% (0.07)% (0.00)%
Agreement, the terms and conditions thereof,
its proposed annual caps, the transactions
contemplated thereunder and the implementation
thereof;
3. To consider and approve the 2021–2023 13,853,412 10,200 0
Technical Services Framework Agreement, (99.93)% (0.07)% (0.00)%
the terms and conditions thereof, its proposed
annual caps, the transactions contemplated
thereunder and the implementation thereof;

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4. To consider and aE n g i n e e r i n g C o nProcurement and IAgreement, the termits proposed annuald h pprove the 2021–2023s t r u c t i o n E q u i p m e n tnstallation Frameworks and conditions thereof,l caps, the transactionsd h ili 13,85(99.9 3,4123)% 10,2000.07)% (0 0.00)%
contempate tereunthereof; er an te mpementaton
5. To consider and aSale and Purchase oAgreement, the termits proposed annua pprove the 2021–2023f Spare Parts Frameworks and conditions thereof,l caps the transactions 13,85(99.9 10,2000.07)% (0 0.00)%
3,4123)%
contemplated thereunthereof; ,der and the implementation
6. To consider and aSale and PurchaseAgreement, the term pprove the 2021–2023of Products Frameworks and conditions thereof, 13,85(99.9 3,4123)% 10,2000.07)% (0 0.00)%
its proposed annuacontemplated thereunthereof; l caps, the transactionsder and the implementation
7. To consider and aFinancial Services pprove the 2021–2023Framework Agreement, 13,10(94.5 9,4126)% 754,200544)% (0 000)%
. .
the terms and conditannual caps, the trathereunder and the im ions thereof, its proposednsactions contemplatedplementation thereof;
8. To approve, ratify anDirectors for and on d confirm any one of thebehalf of the Company, 13,85(99.9 3,4123)% 10,2000.07)% (0 0.00)%
among other matters, to sign, execute, complete,deliver or to authorize signing, executing,completing and delivering all such documentsand deeds, to do or authorize doing all suchacts, matters and things as they may in theirdiscretion consider necessary, expedient ordesirable giving effect to and implementing the2021–2023 CCT Agreements;
9. To consider and approve the change of operationterm of business license of the Company; and 205,383,969(100)% 0(0.00)% 0(0.00)%
10. To consider and approve the amendments to theRules of Procedures of General Meetings. 204,639,969(99.64)% 744,000(0.36)% 0(0.00)%

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WITNESS BY SOLICITORS

The solicitor, Mr. Sun Zhe, from Henan Yaohua Law Firm* ( 河南耀驊律師事務 所 ) 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. Duan Yaofeng, from Henan Yaohua Law Firm* (河 南耀驊律師事務所 ) have witnessed the EGM and issued the legal opinions 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.

DOCUMENTS FOR INSPECTION

  1. Resolutions of the EGM.

  2. Written legal opinions issued by Henan Yaohua Law Firm* ( 河南耀驊律師事 務所 ).

By order of the Board Luoyang Glass Company Limited Zhang Chong* Chairman

Luoyang, the PRC 9 February 2021

As at the date of this announcement, the Board comprises five executive Directors: Mr. Zhang Chong, Mr. Xie Jun, Mr. Ma Yan, Mr. Wang Guoqiang and Mr. Zhang Rong; two non-executive Directors: Mr. Ren Hongcan and Mr. Chen Yong; and four independent non-executive Directors: Mr. Jin Zhanping, Mr. Ye Shuhua, Mr. He Baofeng and Ms. Zhang Yajuan.

  • For identification purposes only

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