Proposal for the Third Extraordinary Shareholders' Meeting of Chuangzhi Information Technology Co., Ltd. in 2012
Proposal 1: Resolution of Historical Financial Issues Involving Former Major Shareholder
Dear shareholders and shareholder representatives: According to the civil ruling issued by the Shenzhen Intermediate People's Court on May 27, 2011, approving the "Reorganization Plan of Chuangzhi Information Technology Co., Ltd." (hereinafter referred to as the "Reorganization Plan"), it is required to resolve the historical financial issues involving the former major shareholder, Hunan Chuangzhi Group Co., Ltd. (hereinafter referred to as "Chuangzhi Group"), which owes the company a debt of 142,914,082.76 yuan. The company has signed an agreement with the initially determined restructuring party—its largest shareholder, Sichuan Dadi Industrial Group Co., Ltd. (hereinafter referred to as "Dadi Group"), whereby Dadi Group will transfer its 4.694% equity in Chengdu Guodi Industry Co., Ltd. (hereinafter referred to as "Guodi Industry") to the company to settle the debt owed by Chuangzhi Group. Simultaneously, the company will transfer its claim of 142,914,082.76 yuan against Chuangzhi Group to Dadi Group, thereby completely resolving the financial issues involving the former major shareholder. The equity of Guodi Industry, used by Dadi Group to offset the non-related party's debt to the company, has been appraised by Beijing Zhongqi Hua Asset Appraisal Co., Ltd. (hereinafter referred to as "Zhongqi Hua") as of March 31, 2012, with a valuation of 3,091,878,200 yuan for 100% equity. After negotiation, both parties agreed to use 3,044,860,045.69 yuan as the pricing basis, confirming the value of the 4.694% equity in Guodi Industry as 142,914,082.76 yuan, consistent with the asset price disclosed in the "Draft Report on Issuing Shares to Purchase Assets and Related Transactions" on December 31, 2011. The independent directors have expressed their independent opinions, stating that the proposed resolution of the financial issues involving the former major shareholder is beneficial for enhancing the company's independence and core competitiveness, reducing related transactions, and that the assets involved are not unused or lacking clear book value, thus not harming the interests of the company and minority investors. This proposal is submitted for consideration at this shareholders' meeting. Related shareholders Dadi Group and Wealth Securities Co., Ltd. (hereinafter referred to as "Wealth Securities") must abstain from voting.
Proposal 2: Related Transactions Involving Issuance of Shares to Purchase Assets
Dear shareholders and shareholder representatives: The company intends to purchase a total of 95.306% equity in Guodi Industry held by its largest shareholder Dadi Group and its concerted action party Chengdu Taiwei Investment Management Co., Ltd. (a wholly-owned subsidiary of Dadi Group, hereinafter referred to as "Chengdu Taiwei") through the issuance of shares, which constitutes a related transaction. The independent directors have pre-approved this related transaction and expressed independent opinions on it. This proposal is submitted for consideration at this shareholders' meeting. Related shareholders Dadi Group and Wealth Securities must abstain from voting.