Announcement on Resolutions of the 2nd Session of the 3rd Board of Directors of Shanghai Worldbest Co.,Ltd the Convening of 2002 Shareholders’ Meeting of Shanghai Worldbest Co., Ltd.
The Company and all of the members of Board of Directors guarantee the authenticity, accuracy and integrity of the announcement and bear the joint liability for false record, misleading statement or important omission of the announcement.
The 2nd Session of the 3rd Board of Directors Meeting of Shanghai Worldbest Co.,Ltd was held in the meeting room of the Company on April 18,2003. Thirteen of the fifteen Directors(Proxy included. Director Xu Duanfu asked for sick leave and he entrusted Chairman of the Board Wu Yunsheng to exercise voting rights on his behalf. ) attended the Meeting .Director Chen Yongming and Director Gu Guanlin were not able to attend the Meeting because of other engagement. Members of Board of Supervisors and senior management of the Company attended the Meeting as non-voting delegates. The Meeting conformed to the regulations of the Company Law and the Articles of Association. The Meeting reviewed and passed the following proposals:
1. Working report of the Board of Directors
2. Business report of General Manager
3. 2002 financial report and 2003 financial budget
4. 2002 profit distribution proposal
In 2002, audited according to domestic accounting system and standard, the Company realized a consolidated net profit of RMB 43,802,982.91, of which , the net profit of the parent company is RMB 44,230,100.03 . Adding RMB 45,063,223.26of the undistributed profit of end 2001, the actual distributable profit at end 2002 was RMB88,866,206.17 .
In 2002,the Company appropriated a respective 10% (RMB ) of the parent company’s net profit as legal earned public reserve fund RMB 4,423,010.00 and legal public welfare fund RMB 4,423,010.00. Subsidiaries appropriated RMB 11,655,292.41 of legal earned surplus public reserve fund, legal public welfare fund. The actual distributable profit at end 2001 was RMB 68,364,893.76.
The 2002 profit distribution proposal :
No cash dividend, no equity increase with capital reserves.
In accordance with the international accounting system and standard, the company realized a consolidated profit of RMB 32.24 million, adding RMB 1.13 million of the undistributed profit of end 2001,reducing the appropriated public reserve fund and legal public welfare fund, the remaining undistributed profit is RMB 12.865 million .
5. 2002 Annual Report and Summary
6. 2003 First Quarter Report
7. Proposal of adjusting the members of the Board of Directors and nomination of the Independent Director candidate
In accordance with the stipulations of “ Guiding Opinions for the Establishment of Independent Director System in Public Companies” made by China Securities Regulatory Committee, before June 30, 2003 at least one-third of the members of the Board of Directors of the listed company shall be Independent Directors. The Board of Directors agreed to adjust the members of the Board of Directors of the Company ,Mr. Gu Guanlin will be no longer the director of the Company. The Board of Directors expressed its gratitude to what he had done to the development of the Company .The Board of Directors agreed to nominate Mr. Yang Guisheng ( resume see the appendix) as the candidate of the Company’s Independent Director.
8. Proposal of adjusting the Company’s senior management
As work requires, Ms Xin Peini will no longer be the chief accountant of the Company , the Board of Directors expressed its gratitude to what she had done for the development of the Company. The Board of Directors engaged Mr. Chen Dezhong as the Company’s chief accountant,
Mr Chen Dezhong’s Resume:
Chen Dezhong, male, born in January,1968,a party member, master’s degree, senior accountant. Major study and work experience:
1985.9---1988.7 Shanghai Machinery College ,major in machinery industrial enterprise
financial accounting, college graduate.
1989.5--1991.12 He attended Jiangsu province senior education self-study
examination, major in economic management, university graduate
1994.9—1997.1 Shanghai University of Finance and Economics ,master degree of economics
1988.7---1993.4 WuXi Tai Lake Fire-Resistant Material Factory , he successively held
accountant of construction section, assistant director of financial
section, deputy director of financial section.
1993.4---1999.10 Jiang Su Tai Lake Fire-Resistant Material Co.,Ltd, he successively held
vice director of financial department, assistant to chief accountant,
deputy chief accountant and director of financial department, chief
accountant
1999.10---2000.6 China Worldbest Group Co.,Ltd . Mexico Project Establishment Office
person in charge of finance .
2000.6---2002.12 China Worldbest (Mexico) Textile Industrial Co.,Ltd Chief Accountant
Yuan Chuang International Co.,Ltd Chief Accountant
2003.1---- Shanghai Worldbest Co.,Ltd. Deputy Chief Accountant
9. The proposal of Anhui Worldbest Biopharmaceutical Co.,Ltd ’s investment to purchase the shares of Shanghai Worldbest Changfu Pharmaceutical(Group) Co.,Ltd and transferring the ownership of part of the assets.( Details see the Announcement on Related Party Transaction )
10.The proposal of co-establishing China Worldbest Life Industry Co.,Ltd with all of the Company’s equities of Shanghai Worldbest Life Science Research and Development Co.,Ltd and Suzhou Worldbest Agro-Biochemical Co.,Ltd.
The aforesaid proposal 9 and 10 are related party transactions. Related-party directors Ji Qunli, Yu Chaoyang ,Wang Caifu, Fu Weimin, abstained from voting, and the two proposals were approved unanimously by the Board of Directors
The Board of Directors believe that the implementation of the aforesaid two related party transactions will avoid the horizontal competition with the major shareholders and will optimize the distribution of the resources , prevent the disordered competition within the Group and adjust the Company’s investment structure of the pharmaceutical and life industry , which will further strengthen the main business of the Company.
The Company’s Board of Directors will submit the six proposals above ( No.1,No.3, No.4, No.7, No.9. No.10) to the 2002 Annual Shareholders’ Meeting for review.
11. Proposal of convening the 2002 Annual Shareholder’s Meeting.
1. Time and place of the meeting
Time: At 1:30 on the afternoon of May 23, 2002
Place: At the Meeting Hall on the 3F of Shanghai ShuangYong Hotel (No.2601 , Pudong Avenue. Transportation: bus 81, 85,981,625,639,Shenlu line, Shangchuan line, Chuanxin line, etc. )
2. Agenda
(1) Review working report of Board of Directors
(2) Review working report of Board of Supervisors
(3) Review 2002 financial statement and 2003 financial budget plan
(4) Review 2002 profit distribution proposal
(5) Review the proposal of adjusting the members of the Board of Directors and nomination of the Independent Director candidate
(6) Review the proposal of Anhui Worldbest Biopharmaceutical Co.,Ltd ’s investment to purchase the shares of Shanghai Worldbest Changfu Pharmaceutical(Group) Co.,Ltd and transferring the ownership of part of the assets.
(7) Review the proposal of co-establishing China Worldbest Life industry Co.,Ltd with all of the Company’s equities of Shanghai Worldbest Life Science Research and Development Co.,Ltd and Suzhou Worldbest Agro-Biochemical Co.,Ltd.
(8) Review other issues to be decided by the Shareholders’Meeting.
3. Attending the meeting
A share: Shareholders of the Company registered at China Securities Clearance and Settlement Corporation Shanghai Branch after the market is closed on May 8, 2003.
B share: Shareholders of the Company registered at China Securities Clearance and Settlement Corporation Shanghai Branch after the market is closed on May 13, 2003 (The last trading day is May 8).
2) Qualified shareholders attending the meeting should bring their shareholder’s account cards and personal IDs (Trustees should bring their own IDs, power of attorney and stock accounts of trustors, and legal person shareholders should bring their certificates of legal entity, power of attorney of the legal entity and ID of the attendee) to the shareholders’ meeting secretariat of the Company for registration from 9:00 in the morning to 5 o’clock in the afternoon on May 16, 2003. For those who register by letter or fax, postmark of the post office of the Company’s location will be taken as the standard.
Registration place: Meeting Room of the Company (31F, No.161 , Lujiazui Rd(E) ,Pudong, Shanghai)
Registration by letter or fax: Shareholders attending the meeting in person should attach ID duplicate, give the shareholder’s name, shareholder account number, number of shares held, address, and post code in the letter or fax so that the Company can send the notice of the meeting to such shareholders. Trustees should also present the power of attorney as hereunder attached. Shareholders registered by fax must confirm their registration by phone after the fax is sent.
Contact telephone: 021-58799888*229 58823020
Fax: 021-58825887
Post code: 200120
Contact persons: Lin Huaduan
3) Duration of the meeting is half a day, and all the expenses of board and lodging and transportation will be born by the shareholders themselves.
4) In accordance with the requirements of the supervision authorities, no gifts, valuable papers or transportation fees of any kind will be given at this meeting.
Board of Directors of Shanghai Worldbest Co., Ltd.
2003/4/18
Appendix 1
Power of Attorney
This is to entrust Mr. (Ms.)_____________ to attend the 2001 Shareholders’ Meeting of Shanghai Worldbest Co., Ltd. and exercise voting right on behalf of myself (my company).
Signature of trustor: ID number:
Shares held by trustor: Shareholder’s account of trustor:
Signature of trustee: ID number:
Date:
Appendix 2
Resume of the Candidate of the Independent Director of Shanghai Worldbest Co.,Ltd
Yang Guisheng ,male, born in January ,1963, a party member, doctoral supervisor. Major study and work experience:
HeFei Industrial University ,major in high molecular chemical industry
university graduate
1984.9—1987.9 Institute of Chemistry of Chinese Academy of Science, major in
polymer chemistry and physics , master’s degree.
1987.9—1990.3 Institute of Chemistry of Chinese Academy of Science, major in
polymer chemistry and physics, doctor’s degree
1990.3—1991.1 Institute of Chemistry of Chinese Academy of Science, chief of project , associate researcher
1991.1—1994.12 Institute of Chemistry of Chinese Academy of Science, person in charge of project , vice researcher
1994.12—present Institute of Chemistry of Chinese Academy of Science, , researcher
1992.12—1999.3 Shanghai Genius Material New Technology Company, President & General Manager
1999.3--- Shanghai Genius New Material Co.,Ltd ., President & CEO
Appendix 3
Declaration of Independent Director Nominator
Shanghai Worldbest Co.,Ltd
The nominator, Shanghai Worldbest Co.,Ltd (hereinafter briefed as the Company) ,hereby publicizes its open declaration of nominating Mr Yang Guisheng for independent director of Shanghai Worldbest Co.,Ltd. There was no relationship between the nominee and Shanghai Worldbest Co.,Ltd that may affect the independence of the nominee. Details of the declaration are as follows:
The nomination was made after a full understanding of the occupation, academic credentials, professional title ,detailed working experience and all of the part-time jobs(Details of the nominee’s resume are attached). The nominee has approved,. In written form, to be independent director candidate of the third board of directors of Shanghai Worldbest Co.,Ltd.( Declaration of independent director candidate is attached. ). The nominator believes that
1. The nominatee has the qualifications to be director of a public company as required by the regulations of the laws, administrative and other related regulations.
2. The nominatee meets the requirements as stipulated in the Articles of Association of Shanghai Worldbest Co.,Ltd.
3. The nominatee has the independence as required by China Securities Regulatory Committee in its Guiding Opinions for the Establishment of Independent Director System in Public Companies.
(1) Neither the nominatee nor any of the directly-related members of his family, nor any of his main social connections holds any post in Shanghai Worldbest Co.,Ltd or its subsidiaries.
(2) Neither the nominatee nor any of the directly-related members of his family is a shareholder of the Company directly or indirectly holding 1 % of the Company’s issued shares or one of its top ten shareholders.
(3) Neither the nominatee nor any of the directly-related members of his family holds any post in any of the Company’s shareholders directly or indirectly holding over 5% of the Company’s issued shares, or holds any post in any one of the Company’s top five shareholders.
(4) The nominatee has none of the above three cases during the past one year period.
(5) The nominatee is not one of the persons providing financial, legal, management consultancy and technical consultancy services for the Company or its subsidiaries.
4. Including Shanghai Worldbest Co.,Ltd , the number of companies in which the nominatee is an independent director does not exceed five.
The nominator guarantees that the above declaration is true, complete and accurate, without any false statement or misleading content, and the nominator is very clear about the potential consequences if making any false declaration.
Nominator: Board of Directors of Shanghai Worldbest Co.,Ltd
In Shanghai on April 18, 2003
Appendix 4
Declaration of Independent director Candidate
Shanghai Worldbest Co.,Ltd
The declarer, Yang Guisheng,as independent director candidate of the third board of directors of Shanghai Worldbest Co.,Ltd(hereinafter briefed as the Company) ,hereby declares openly that I guarantee there will be no relationship between the Company and me that may affect my independence during the period in which I am an independent director of the Company. Details of my declaration are as follows:
1. Neither I nor any of the directly-related members of my family, nor any of my main social connections holds any post in the Company or its subsidiaries.
2. Neither I nor any of the directly-related members of my family directly or indirectly holds 1% or over 1 % of the Company’s issued shares.
3. Neither I nor any of the directly-related members of my family is one of the top ten shareholders of the Company.
4. Neither I nor any of the directly-related members of my family holds any post in any of the Company’s shareholders directly or indirectly holding 5% or over 5% of the Company’s issued shares.
5. Neither I nor any of the directly-related members of my family holds any post in any one of the company’s top five shareholders.
6. I have none of the above five cases during the past one year period.
7. I haven’t provided any financial, legal, management consultancy and technical consultancy services for the Company or its subsidiaries.
8. I have no extra undisclosed benefit obtained from the Company, its main shareholders or organizations and persons who have vital interests with the Company.
9. I can meet the requirements as stipulated in the Company’s Articles of Association.
Besides, including Shanghai Worldbest Co.,Ltd., the number of companies in which I am an independent director does not exceed five.
I know clearly the responsibilities of an independent director and guarantee that the above declaration is true, complete and accurate ,without any false statement or misleading content, and I am very clear about the potential consequences if making any false declaration. China Securities Regulatory Committee (CSRC) can rely on my declaration for the confirmation of my qualifications and independence. During my tenure as independent director of the Company, I will abide by the regulations of CSRC’s rules, regulations and notices and ensure that I have enough time and energy to fulfill my duties and make independent decisions without being influenced by the Company’s main shareholders, actual controllers, other entities or persons that have vital interests with the Company.
Declarer: Yang Guisheng
In Shanghai on April18,2003
14/05/2003
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