Shenzhen City Property Development (Group) Co., Ltd. Board of Directors Resolutions Announcement
The company and all members of the board of directors ensure that the content of the announcement is true, accurate, complete, timely and fair, and there are no false records, misleading statements or major omissions.
First, the meeting called, held the situation
The Board of Directors of the Company issued a notice in writing on October 30, 2009 to convene the 20th meeting of the 6th Board of Directors. The meeting was held on November 6, 2009 at 11:00 am in the conference room on the 39th floor of International Trade Building, Renmin South Road, Shenzhen. Held.
The meeting was chaired by Chairman Chen Yugang. The meeting should include 9 directors and 9 directors. The company's supervisors and Wang Hangjun, deputy general manager in charge of financial work, attended the meeting.
The procedures for convening and convening the meeting are in compliance with the relevant provisions of the Company Law, the Articles of Association of the Company and the Rules of Procedure for the Board of Directors.
Second, the voting situation of the motion
(1) Consideration of the proposal on the transfer of equity in Huajing Glass Bottle Co., Ltd. The company's wholly-owned subsidiary, Hong Kong Shenye Real Estate Development Co., Ltd. (hereinafter referred to as: Shenzhen Shenye Real Estate), holds the Shenzhen Huajing Glass Bottle Co., Ltd. (under Said: Huajing Company) 15.83% equity. The company commissioned Shenzhen Fangda Certified Public Accountants and China United Evaluation Co., Ltd. to audit and evaluate Huajing Company. According to the audit, as of March 31, 2009, the total assets of Huajing Company were 182,205,146.57 yuan, the total liabilities were 260,513,193.33 yuan, and the net assets were -78,308,046.76 yuan; after evaluation, the total assets of Huajing Company were evaluated. 199,863,272.32 yuan, total liabilities of 260,513,193.33 yuan and net assets of -60,649,921.02 yuan. Huajing’s financial status shows that it has been seriously insolvent.
The Company intends to transfer 15.83% equity of Huajing Company held by Shenzhen Real Estate to Shenzhen Tongpin Packaging Group Co., Ltd. through an agreement, and the proposed transfer price is RMB 1.55 million.
The matters of this issue constitute related party transactions. Prior to the submission of the deliberation of the board of directors, the independent directors of the company have been previously approved. The independent directors believe that: 1. This transaction will revitalize the company's assets and return funds so that the company can focus on the development of its main business and meet the company's development needs; The transaction is based on the evaluation results of an evaluation agency with securities practice qualifications. The evaluation method involved in the transaction is reasonable and the transaction price is fair. The content of the transaction contract is fair and reasonable, and it is in line with the principles of fairness, fairness and fairness. The company’s decision-making and voting procedures for the transaction were legal and effective, and the related directors made a evasion in the course of voting. Comply with the relevant laws, regulations and the company's articles of association.
Three directors of the controlling shareholder avoided voting.
Voting results: 6 votes in favor, 0 abstentions, 0 votes against.
(II) Review of "Inside Information and Insider Management System of Shenzhen Property Development (Group) Co., Ltd."
According to the requirements of the China Securities Regulatory Commission, the company has drafted the "Shenzhen Property Development (Group) Co., Ltd. Insider Information and Insider Management System". The main purpose is to regulate the management of insider information and insiders in the company's business process, and to ensure that the company Inside information is not misused to safeguard the legitimate rights and interests of securities traders.
Voting results: 9 votes in favor, 0 abstentions, 0 votes against.
Third, the board of directors resolution
The meeting reviewed and approved the following proposals:
(1) Motion on the transfer of equity in Huajing Glass Bottle Company;
(2) "Inside Information and Insider Management System of Shenzhen Property Development (Group) Co., Ltd.";
Special announcement
Shenzhen Property Development (Group) Co., Ltd.
Board of Directors
November 9, 2009
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