Announcement on the Resolutions of the 6th Meeting of the 3rd Session of the Board of Directors of Shanghai Worldbest Co.,Ltd.
Stock Code: 600094 900940 Stock Abbreviation: Worldbest A Share Worldbest B Share No:Lin 2004-005
Announcement on the Resolutions of the 6th Meeting of the 3rd Session of the Board of Directors of Shanghai Worldbest Co.,Ltd.
The Company and all the members of the Board of Directors guarantee the authenticity, precision and integrity of the announcement and will be jointly liable for the false record, misleading statements or serious omission of the announcement.
The 6th Meeting of the 3rd Session of the Board of Directors of Shanghai Worldbest Co.,Ltd. was held in the Meeting Room of the Company on August 5th , 2004. 14 of the 15 Directors attended meeting (proxy included: Director Chen Yongming, Director Wang Fanghua asked for leave because of other engagement , Director Xu Duanfu asked for leave because of illness , Xu Duanfu entrusted Wu Yunsheng ,and Wang Fanghua entrusted Zhang Wenxian to exercise voting rights on behalf of them.)The members of Board of Supervisors and the senior management of the Company attended the meeting as non-voting delegates, which is in conformity with the stipulations of the “Company Law” and “Articles of Association ” of the Company. The Meeting reviewed and approved the following proposals:
1. Business Report of the General Manager
2.The Proposal of the Adjustment of the leader of the Board of Directors.
The Board of Directors approved that Mr. Wu Yunsheng would no longer assume the office as the Chairman of the Board because of the age limit and the Board of Directors expressed gratitude for his positive contribution to the development of the Company during his tenure of office. As work required, the Board of Directors elected Mr. SunYing the Chairman of the Board , and he would no longer assume the office as the general manager of the Company..
3. The Proposal of the Adjustment of the Senior Management of the Company.
Nominated by Chairman Sun Ying , the Board of Directors engaged Mr. Zhu Chunlin as the General Manager of the Company, and he would no longer assume the office as the presidium deputy general manager of the Company.
As work changed, the Board of Directors approved that Mr. Li Yuning would no longer assume the office as the deputy general manager of the Company and Mr. Chen Dezhong would no longer assume the office as the Chief Accountant of the Company, and the Board of Directors expressed gratitude for their contribution to the development of the Company during their tenures of office. .
As work required, nominated by General Manager Mr. Zhu Chunlin, the Board of Directors approved to engage Mr. Xu Ting as the Presidium Deputy General Manager of the Company., and to engage Mr. Zhang Changqing as the Chief Accountant of the Company.
Independent Directors Xu Duanfu, Wang Fanghua, Zhang Wenxian, Chen Yanmo, Yang Guisheng consented to the aforesaid proposals of the adjustment of the leader of the Board of Directors and the senior management of the Company.
The curriculum vitae of the personnel changed in the proposal 2 and 3 see the appendix.
4. The Company’s semi-annual report and the abstract
5. The Proposal of the Additional Investment to Worldbest Biochemical (Thailand) Co.,Ltd.
Approved by the Ministry of Commerce with Document Shang He Pi [2004] No.397, the Company planned to increase the investment USD 8,961,000 to Worldbest Biochemical (Thailand) Co.,Ltd. (Briefed as “Thailand Biochemical”). After the capital increase, the total investment of Thailand Biochemical increased from USD 29,698,000 to USD 38,659,000.
Before that, approved by Document Wai Jing Mao He Han[2001] No.418 issued by the former Ministry of Foreign Trade and Economic Cooperation, the Company invested and established Thailand Biochemical citric acid project with the annual production capacity of 30 thousand tons of in Thailand. The total investment was USD 29,698,000, of which USD 4.8 million was cash investment, and the rest was invested by equipments and materials. The project has been reviewed by the 3rd Extraordinary Board of Directors Meeting in 2001, and has been approved by the 2nd Extraordinary Shareholders’ Meeting in 2001.
Since the construction of the project from Dec 2002, 95% of the civil engineering of the project has been completed, and 95% of the equipment purchasing has been completed, of which 85% of the equipments have been transported to the site in Thailand. During the construction of the project, the following objective reasons caused the investment exceeded the budget for about RMB 74.14 million.
1. Required by the relative department of Thailand government for environmental protection, Thailand Biochemical adopted the industrial ion chromatography method ---the state level invention patent held by Chinese Science Academy ----instead of the original calcium salt method, which required the additional investment RMB 22.24 million.
2. As the market positioning of products were mainly for the European and American developed countries, and in order to adjust to the new technology and improve the quality of the products , some of the equipments were supplemented with advanced devices and imported some equipments, all of which required additional investment RMB 7.16 million.
3. In order to completely use the surplus energy to reduce the operation cost and improve the economic benefits, in the final design added one set of 6000 kw steam generator, which required the additional investment RMB 6.49 million.
4. In 2003 , the transportation fee and the domestic and international market prices of steel and other construction materials increased which caused additional project construction fee RMB 19.40 million.
5. The land purchase fee, the project design fee, the project supervision fee and the joint test running fee actually exceeded the estimation, totally required additional RMB 16.35 million.
6. The devaluation of US dollars, the loss from exchange rate and the interests occurred during the construction period required additional RMB 2.5 million.
After the additional investment to the project , it is estimated the installation of the equipment required 3 more months and the Company try to start the test production of the project on Oct 1st.
At present , the global consumption of citric acid increased by 5% annually, and the domestic and international market price rise again largely therefore the market of the citric acid is very well; originally the citric acid of the Thailand market were mainly imported from China , while since last year the Thailand government implement penalized customs duty to Chinese products, the price of anhydrous citric acid produced in Thailand has been very high; besides the cost of raw materials in Thailand was very low and products export from Thailand to USA is more convenient . All above factors have provide wonderful opportunities and development advantage for Thailand Biochemcial. At present,many customers from USA, Korea,Hong Kong and Philippine have visited the Thailand factory and some have signed the intention of purchase .
In order to seize the opportunity and try to completed the construction of the project as soon as possible to produce good quality products to meet the good citric acid market, the Company planned to invest additional USD 8,961,000 (converted to RMB 74,197,000), for the additional domestic equipment purchase fee and other cost occurred domestically .The aforesaid additional investment would be fund by the Company it self and by the loan from China Import and Export Bank.
The Board of Directors will submit the proposal to the Shareholders’ Meeting of the Company for review.
Board of Directors Shanghai Worldbest Co.,Ltd.
August 5,2004.
Appendix:
Sun Ying, male, born in June 1961, Han nationality, member of Chinese Communist Party, post graduate of Asia (Macao) International Public University major in industrial and commercial management, senior economist. From Setp.1985 to March 1993 he worked as deputy director of equipment power department and cadre department, director of factory’s office of Shanghai Xinfeng Dyeing Factory, from March 1993 to June 1998 worked as assistant general manager and deputy general manager of the human resource department of China Worldbest Group Co.,Ltd. , from June ,1998 to Jan,2002 worked as deputy general manager of Worldbest Kama Machinery Co.,Ltd. and the general manager of Shanghai Worldbest Kama Import and Export Co.,Ltd., from Jan,2002 to July,2002, worked as the general manager of Worldbest Kama Machinery Co.,Ltd. , and from July 2002 till now worked as vice chairman of the Board, General Manager and secretary of Party Committee of Shanghai Worldbest Co.,Ltd.
Zhu Chunlin , male, born in Feb,1956, Han nationality , member of Chinese Communist Party, graduated from the Chemical Department of Anhui University, senior economist. From Feb,1982 to May,1985 he worked as the director of the workshop, director of the general dispatcher’s office of Ahhui Province No.1 Wool Spinning Factory.; from May 1985 to Jan,1992 worked as the deputy director of Ahhui Province No.1 Wool Spinning Factory.; from Jan,1992 to March,1998 worked as manager of the investment and development department ,director and deputy general manager of Hainan Zhujiang Industrial Co.,Ltd.; from March 1998 to July 2002 worked as director , deputy general manager and secretary of commission of discipline inspection ,chairman of workers’ union of Shanghai Worldbest Co.,Ltd. From July 2002 till now worked as director, presidium deputy general manager , deputy secretary of Party Committee and secretary of commission of discipline inspection committee and chairman of workers’ union of Shanghai Worldbest Co.,Ltd.
Xu Ting, male, born in Oct,1946, Han nationality , member of Chinese Communist Party, graduated from the department of mathematics of Fudan University. From August,1970 to May,1972, he worked in Xintai County of Hebei Province., from May 1972 to May 1984 worked as the director of technical department and supply department of Hebei Xintai Wirless Electronic Factory, from May 1984 to July,1988 worked in the energy department, enterprise management department , and worked as director of strategy research office, quality supervision office, enterprise office of Jiangsu Changzhou Dongfang Dyeing Factory; from July,1988 to July 1990 worked as chief economist of Changzhou Corduroy Factory, deputy general manager of Corduroy Group, from July 1990 to June 1993 worked as director of Politic department ,director of the office of Changzhou Economic Committee ,from June 1993 to Oct.1998 worked as general manager of Changhzou Industrial Investment Company , form Oct 1998 to Jan,1999 worked as deputy general manager of Changzhou Economic and Trade Dqnt
evelopment Company and the presidium deputy general manager of Changhzhou Industrial Investment Company. , from Feb,1999 to Sept,2002 worked as deputy director of the industry department of China Worldbest Group Co.,Ltd. , from Sept,2002 to March 2004 worked as presidium deputy director of the industry department of China Worldbest Group, from March 2004 till now worked as the presidium deputy director of science and industry department of China Worldbest Group Co.,Ltd.
Zhang Changqin ,male, born in Sept.1964, Han, member of Chinese Communist Party, graduated from the Physics Department of Xiangtan University , post graduated from the postgraduate college of Shanghai Finance and Economic University. , senior accountant. From July 1986 to August 1989 he worked as the teacher at Hunan University Shaoyang branch school, from Sept.1989 to March 1992 studied in the post graduate colleague of Shanghai Finance and Economic University, From March 1992 to June 1996 worked in the accounting section of the financial department of Shanghai Eastern Airlines Co.,Ltd. , from June,1996 to Feb 1997 worked as the director of financial management department of Shanghai Eastern Airlines Co.,Ltd.,from Feb,1997 to Oct,1997 worked as deputy director of the audit department of Shanghai Eastern Airlines Group Co.,Ltd. ,from Oct,1997 to July,2000 worked as deputy director of the human resource department of Shanghai Eastern Airlines Co.,Ltd. from July 2000 to Dec 2000 worked as deputy chief accountant of Shanghai Eastern Airlines Co.,Ltd. ,from Dec 2000 to Nov 2002 worked as Chief Financial Supervisor of Shanghai Jahwa United Group, from Dec 2002 to August 2003 worked as deputy director of financial department of China Worldbest Group co.,Ltd. ,from August 2003 till now worked as deputy chief accountant of China Worldbest Life Industry Co.,Ltd.
04/02/2005
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