Announcement of the Resolutions of 2006 1st Extraordinary Shareholders’ Meeting of Shanghai Worldbest Co.,Ltd.
Stock Code 600094 900940 Stock Abbreviation Worldbest A Share Worldbest B Share No. Lin 2006-019
Announcement of the Resolutions of 2006 1st Extraordinary Shareholders’ Meeting of Shanghai Worldbest Co.,Ltd.
The Company and all the members of Board of Directors warrant the authenticity, accuracy and completeness of the contents of the announcement and shall be jointly liable for the false records, misleading statements or material omissions in the announcement.
Important Notice :
There is no veto or amendment of the proposals of this meeting.
There is no additional proposal submitted for vote at this meeting.
1. The notice, convening and attendance of the meeting:
On Aug,31st, 2006, the Company published the notice of convening 2006 1st Extraordinary Shareholders’ Meeting in “China Securities”, “Shanghai Securities” and “Hong Kong Wenhui Daily”. On the morning of Sept,8th, 2006, 2006 First Extraordinary Shareholders’ Meeting of Shanghai Worldbest Co.,Ltd. was held in the meeting room on the 3rd floor of Shanghai Shuang Yong Hotel. The meeting was convened by the board of directors and presided by honorary chairman Ji Qunli. 8 shareholders attended the meeting, representing 170,872,582 shares, accounting for 34.7476 % of the total shares of the company, of which 7 were domestic capital share shareholders, representing 170,642,582 shares, accounting for 59.9263 % of total domestic capital shares, 1 was foreign capital share shareholders, representing 230,000 shares, accounting for 0.1111 % of the total foreign capital shares. Some of the directors, supervisors and members of senior management attended meeting as non-voting delegates ,which conformed to the stipulations of “Company Law ”, “Articles of Association” and the “Guiding Opinions on the Regulation of the Shareholders’ Meeting of Listed Company.”. The shareholders attended the meeting approved the proposals with open ballot
2. The Review of the Proposals
The shareholders and their agents attending the meeting reviewed the proposals one by one and the meeting approved the following proposals:
1).The Proposal of the amendment of some of the articles of the “Articles of Association”;
In accordance with the actual conditions of the newly elected board of directors and board of supervisors , the Company amended the relative articles of “Articles of Associations” as follows:
(1) Article no. 96 ,The original article was : “ The directors can concurrently be the managers or other members of senior management, but the number of directors who are concurrently the managers or other members of senior management and the directors hosted by the workers representative shall not exceed 1/2 of the total number of the directors of the Company. There is no workers representative in the members of the board of directors. ”It is changed into “The directors can concurrently be the managers or other members of senior management, but the number of directors who are concurrently the managers or other members of senior management and the directors hosted by the workers representative shall not exceed 1/2 of the total number of the directors of the Company.”
(2) Article no. 106 :The original article was :” The board of directors consists of 15 directors, of which one honorary chairman of the board, one chairman of the board and one vice-chairman of the board.” It is changed in to “ The board of directors consists of 9 directors, of which one chairman of the board. “
(3) Article mo. 143 :The original article was : “The Company sets up the board of supervisors. The board of supervisors consists of 7 supervisors of which one is the chairman of the board of supervisors. ” It is changed into “The Company established the board of supervisors. The board of supervisors consists of 5 supervisors of which one is the chairman of the board of supervisors.”
The details of the amendment of the Articles of Association of the Company see the website of Shanghai Stocks Exchange (http://www.sse.com.cn)
2) The proposal of the primary election of the board of directors ;
Zhang Jie, Zhu Chunlin, Chen Fenggu, Zhao Jidong, Wang Xijiong, Chen Yongming, Zhang Wenxian, Chen Yanmo and Wang Hongxin were elected the directors of the 4th board of directors of the Company, of whom Zhang Wenxian, Chen Yanmo and Wang Hongxin were independent directors. The curriculums of the aforesaid directors see the announcement published in “China Securities”, “Shanghai Securities” and “Hong Kong Wenhui Daily” on August,30th ,2006 or the website of Shanghai Stock Exchange (http://www.sse.com.cn)
3) The proposal of the primary election of the board of supervisors;
Ji Qunli, Qian Shunjiang, Xian Ruiping were elected as shareholder supervisors, together with the two workers representative supervisors Lu Jianmin and Tao Jianjun to constitute the 4th board of supervisors of the Company.
The curriculums of the aforesaid supervisors see the announcement published in “China Securities”, “Shanghai Securities” and “Hong Kong Wenhui Daily” on August,30th ,2006 or the website of Shanghai Stock Exchange (http://www.sse.com.cn)
4) “The Rules of Procedures of the Shareholders’ Meeting” (Modified edition);
5) “The Rules of Procedures of the Board of Directors Meeting”(Modified edition)..
The details of the proposal 4 and proposal 5 see the website of Shanghai Securities Exchange.(http://www.sse.com.cn)
The voting of the proposals see “The Statistic Table of the voting results of the proposals”.
3. Witness of Lawyer
LLINKS LAW OFFICE presented a legal opinion for this shareholders’ meeting, stating that procedures for convening the Meeting, qualifications of attendees and the voting procedures of the Meeting were in line with regulations of the laws, regulations and relative regulations of the Company’s Articles of Association. The proposals of the Shareholders’ Meeting were legal and valid.
4. Documents for reference
1) The resolutions of 2006 1st Extraordinary Shareholders’ Meeting of Shanghai Worldbest Co.,Ltd
2) The legal opinion presented by LLINKS LAW OFFICE for 2006 1st Extraordinary Shareholders’ Meeting of Shanghai Worldbest Co.,Ltd .
Hereby announced
Shanghai Worldbest Co.,Ltd.
Sept,18th, 2006
Notes: Shares in the table means the valid voting shares by the representative of shareholders attending the meeting and participating the voting. The percentage means the percentage of the total of the valid voting shares by the representatives of shareholders attending the meeting.
26/09/2006
Advise: The site
is best view with Internet Explorer 5.0 or Netscape 4.0.
