000003SZSE

Proposal for Asset Transfer of Certain Subsidiaries of Jintian

PT Jintian A Co., Ltd.··65 pages

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Announcement of the Board of Directors resolution of Jintian Industrial (Group) Co., Ltd On December 14, 2001, the fifth board of directors of Jintian Industrial (Group) Co., Ltd. held its fifth meeting The meeting was held in the conference room of Jintian Company on Heping Road, Shenzhen. There are 10 directors who are expected to attend, and 9 directors who are actually present. Dong authorized representatives and all supervisors attended the meeting. The meeting was chaired by Chairman Huang Hanqing. The meeting heard a report on the progress of the company's restructuring work. After deliberation, the meeting reached the following resolutions:

  1. Agree to submit the "Proposal for the Transfer of Assets of Some Jintian Subsidiaries" to the General Meeting of Shareholders for review. The meeting believed that the implementation of this plan will help revitalize company assets, increase operating funds, and improve economic efficiency This has fundamentally improved the company's financial position, helping the company turn losses into profits and restore positive stock prices this year Regular trading lays the foundation. After the transfer of subsidiary company assets, the transferee has committed to avoiding any conflict with the company Fair trade and industry competition. The meeting concluded that this transfer aligns with the company's long-term interests and will not harm the entire group Shareholders' interests. Some of the assets involved in the above transfer have been seized by the court, so the transfer of such assets must be unsealed as a condition.
  2. Agreed to "Regarding the Appointment of Shanghai Tianyi Investment Management Co., Ltd. as a consulting advisor for Jintian Company's restructuring work." Proposal of Inquiry": To ensure the smooth progress of the company's restructuring work, Shanghai Tianyi Investment Management Co., Ltd. has been specially appointed as the Consulting advisor for Jintian Company's restructuring work. Jintian Industrial (Group) Co., Ltd Board of Directors December 17, 2001

Announcement of the Supervisory Board Resolution of Jintian Industrial (Group) Co., Ltd On December 14, 2001, our company held the fifth meeting at the Jintian Company conference room on Heping Road, Shenzhen Four supervisory board meetings. There are 3 supervisors who should be present, and 3 supervisors who are actually present. The meeting reviewed the relevant proposals submitted by the Board of Directors Proposals, forming the following resolutions:

  1. By attending the company's board meeting on December 14, 2001, the board of supervisors believes that the board of directors The convening, convening, review, and voting procedures for proposals all comply with the Company Law and the Articles of Association Final.
  2. Agree to submit the "Proposal for the Transfer of Assets of Part of Jintian's Subsidiaries" to the shareholders' meeting for review. The Supervisory Board believes that the above transactions do not contain any circumstances that harm the interests of the company's shareholders, and are beneficial to growth Increase the company's earnings, resulting in a fundamental improvement in the company's financial condition, and enabling the company to turn losses into profits and recover this year Laying the foundation for normal ticket transactions. However, since some of the assets involved in the above transfer have already been seized by the court, the transfer of such assets must be carried out by Unsealed as a condition.
  3. The Supervisory Board noted that for the above transactions, the Board of Directors has already engaged relevant auditors, lawyers, and finance officers Advisors and other intermediary agencies issue relevant reports and opinions.
  4. Agree to "Regarding the Appointment of Shanghai Tianyi Investment Management Co., Ltd. as the consulting advisor for Jintian Company's restructuring work." Proposal of questioning.
  5. The Supervisory Board believes that the attending directors fulfilled their duty of good faith during deliberation and voting. Jintian Industrial (Group) Co., Ltd Department Supervisory Board December 17, 2001

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