Announcement Of The Four Sixteen Session Of The Board Of Directors Of The Qingdao Double Star Limited By Share Ltd

Securities code: 000599 securities short: Qingdao double star bulletin number: 2007 to 2003, the sixteen meeting of the Qingdao four star board of directors of the Limited by Share Ltd announced that the contents of the announcement were true, accurate and complete by the members of the company and the board of directors. They were jointly and severally liable for false statements, misleading statements or major omissions of the announcement.

The four sixteen meeting of the board of directors of the Qingdao double star Limited by Share Ltd was held in the conference room of the double star group in November 16, 2007.

In November 6, 2007, the company sent a meeting notice to all directors, supervisors and senior executives in written form and fax.

The meeting should be attended by nine directors and nine directors. The board of supervisors and senior management of the company attended the meeting.

The meeting is in conformity with the relevant provisions of the company law and the articles of association.

The meeting was chaired by Chairman Wang Hai.

The meeting seriously deliberated and voted the following motion: first, the motion on the basic conditions for the company to meet the basic requirements of non-public development banks. The company completed the reform of split share structure in 2005. According to the provisions of the relevant laws, regulations and normative documents of the company law, the Securities Law, and the securities issuance management measures of listed companies, the conditions of the non-public offering of listed companies were compared with those of the listed companies. The company met all the above requirements and had all the conditions for the non-public development of the stock of the specific object specified in the third chapter of the "Regulations on the issuance of securities issued by listed companies".

The motion should be submitted to the provisional shareholders' meeting for consideration.

9 votes, 0 votes and 0 abstentions were agreed.

Two, one by one consideration of the motion on the company's non public development bank stock 1, the type and face value of the issued shares. The type of the non-public offering shares is RMB listed common stock (A shares), the face value of each share is RMB 1 yuan.

9 votes, 0 votes and 0 abstentions were agreed.

2, the number of issued non-public offering shares is lower than the limit of 60 million shares and the upper limit is 75 million shares. Within this scope, the board of directors is invited to the shareholders' meeting to authorize the board of directors to determine the final quantity according to the actual situation with the sponsor (principal underwriter).

The number of shares issued and the base price of a company's stock will be adjusted according to the relevant rules of the exchange.

9 votes, 0 votes and 0 abstentions were agreed.

3, the mode and time of issue shall be issued in a non-public way, and within 6 months from the date of approval by the CSRC.

9 votes, 0 votes and 0 abstention.

4. The target audience of the non-public offering is the securities investment fund management company, the trust investment company, the financial company, the insurance institution, the qualified overseas institutional investor and other institutional investors, with no more than ten objects.

9 votes, 0 votes and 0 abstentions were agreed.

5, the pricing basis date and pricing method of issuing shares. The price benchmark date of this non-public offering stock is the date of resolution of the shareholders' meeting. The issuing price of this non-public offering stock is no less than 90% of the average stock price of the company on the twenty trading days before the resolution of the general meeting of shareholders. The final issue price is submitted to the shareholders' meeting by the board of directors, and the board of directors shall be authorized to negotiate with the sponsor (principal underwriter) in accordance with the principle of price priority in order to determine the specific issue price.

The number of shares issued and the base price of a company's stock will be adjusted according to the relevant rules of the exchange.

9 votes, 0 votes and 0 abstention.

6. The period of the sale of the non-public offering subscribed by the issuing object shall not be pferred within 12 months from the date of issue.

9 votes, 0 votes and 0 abstentions were agreed.

7, the purpose of this issue is to raise funds for the non-public offering of stock. The upper limit is 400 million yuan (including issuing expenses), and 296 million of the investment will be used for 1 million 300 thousand sets of high performance all steel truck radial tire technical pformation projects. The balance fund will be used to repay the bank loans of the first 600 thousand sets of high tech all steel radial tire technical renovation projects.

The total investment of the 600 thousand sets of technical renovation projects is 173 million yuan, of which 100 million yuan is bank loans and the rest is self raised by the company.

9 votes, 0 votes and 0 abstention.

8, the validity period of this non-public offering resolution. The validity period of this non-public offering resolution is twelve months from the date of deliberation and approval by the shareholders' meeting.

This motion still needs to be submitted to the provisional shareholders' meeting of the company after the approval of the relevant authorities, and the vote can be implemented after approval by the China Securities Regulatory Commission.

9 votes, 0 votes and 0 abstention.

Three, the motion on the A share stock plan of the company's non-public Development Bank. This motion involves the outline of the scheme, the feasibility analysis of the use of the proceeds, and the discussion and analysis of the impact of this issue on the company.

See in detail the plan for A shares of non-public development companies.

9 votes, 0 votes and 0 abstention.

Four, the motion on the instructions for the use of the previous fund-raising fund is detailed in the note of the board of directors on the use of the previous raised funds and the special report on the use of the previous raised funds of the Qingdao double star Limited by Share Ltd issued by Daxin Accounting Services Limited.

The motion should be submitted to the provisional shareholders' meeting for consideration.

9 votes, 0 votes and 0 abstention.

Five, the motion on the feasibility report on the use of funds raised by the non-public Development Bank. The non-public offering stock raising fund will be used for the 1 million 300 thousand high performance all steel truck radial tire technical pformation projects. The balance fund will be used to repay the bank loans of the previous 600 thousand high performance all steel truck radial tire technical pformation projects. The feasibility report is detailed in the "feasibility analysis report of the board of directors on raising funds".

The motion should be submitted to the provisional shareholders' meeting for consideration.

9 votes, 0 votes and 0 abstentions were agreed.

Six, the motion of the new and old shareholders sharing the undistributed profit before the issuance of this issue is submitted by the board of directors to the shareholders' meeting for consideration. The new and old shareholders of the company share the undistributed profits before the issue.

9 votes, 0 votes and 0 abstentions were agreed.

七、《關于提請股東大會授權董事會全權辦理本次非公開發行股票相關事宜的議案》 根據公司擬向特定對象非公開發行股票的安排，為合法、高效地完成公司本次非公開發行股票工作，依照《公司法》、《證券法》、《上市公司證券發行管理辦法》等法律法規及《青島雙星股份有限公司章程》的有關規定，公司董事會擬提請股東大會授權公司董事會全權辦理與本次非公開發行股票有關的全部事宜，包括但不限于： （一）授權董事會根據具體情況制定和實施本次非公開發行股票的具體方案，其中包括發行詢價對象、發行時機、發行數量和募集資金規模、發行起止日期、發行價格、發行對象的選擇等； （二）授權簽署本次非公開發行股票募集資金投資項目運作過程中的重大合同； （三）授權辦理本次非公開發行申報事項； （四）根據有關部門要求

In accordance with the actual situation of the securities market, the specific arrangements for the investment projects of the raising funds shall be adjusted within the scope of the shareholders' meeting.

As a result, the relevant provisions of the articles of association and the registration of industrial and commercial changes should be amended. (seven) authorized the listing of the non-public offering shares on the Shenzhen stock exchange after the completion of the non-public offering; (eight) if the securities regulatory authorities have new regulations or market conditions for the non-public offering policy, the authorized board of directors will make corresponding adjustments to the non-public offering plan according to the new policy requirements or the new market conditions of the securities regulatory authorities; (nine) authorize the other matters related to the non-public offering, declaration, listing, etc. in the scope of the laws, regulations, normative documents and the articles of association, and (ten) this authorization shall be effective within 12 months after the deliberation and approval of the shareholders' meeting. (five) authorize the intermediary organizations such as sponsors (principal underwriters) to handle the issues such as the declaration of non-public offering stocks; and (six) according to the actual non-public offering.

The motion should be submitted to the provisional shareholders' meeting for consideration.

9 votes, 0 votes and 0 abstentions were agreed.

Eight. The motion on Amending the articles of association shall, according to the requirements of the CSRC's notice on further speeding up the work of clearing up debts (No. 92) of the SFC and the notification letter on the on-site inspection of the special activities of the Qingdao double star Limited by Share Ltd to strengthen the corporate governance of the Qingdao Securities Regulatory Commission, the relevant contents of the articles of association shall be supplemented as follows: thirty-ninth articles of the articles of association shall be added to the following paragraph: "directors, supervisors and senior managers shall bear the legal obligation to safeguard the safety of the company's funds."

When a company director or senior manager assists and conniving the controlling shareholders and their affiliated enterprises to encroach on the company's assets, the board of directors of the company shall punish the person directly responsible according to the seriousness of the case, and the directors with serious liability shall be removed according to legal procedures.

The board of directors finds that controlling shareholders encroach on assets should apply for judicial freeze immediately, and those who cannot pay cash in cash can repay assets by reclaiming equity.

The motion should be submitted to the provisional shareholders' meeting for consideration.

9 votes, 0 votes and 0 abstentions were agreed.

Nine. The motion to convene the first provisional shareholders' meeting in 2007.