Zhejiang Will Run Its First Extraordinary Shareholder Meeting In 2012

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The board of directors and all directors guarantee that there is no false record, misleading statement or major omission in the contents of the notice, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.

The fourteenth meeting of the sixth board of directors of Limited by Share Ltd in Zhejiang was held in July 18, 2012 by communication. The notice was sent in fax, e-mail and so on in July 12, 2012.

A total of 6 directors shall be taken to vote, and 6 directors actually participate in the voting.

The meeting considered the following resolution by voting:

(1) to consider and adopt the motion to amend some provisions of the articles of Association; (6 votes, 0 votes against, 0 Piao Qiquan)

A, in view of the fact that the company's 2011 capital reserve fund has been implemented, the registered capital and total capital of the company increased from 182 million 878 thousand and 488 yuan to 140 million 675 thousand and 760 shares to 140 million 675 thousand and 760 yuan and 140 million 675 thousand and 760 shares respectively.

To make amendments:

1, the original sixth companies registered capital of 140 million 675 thousand and 760 yuan.

It is revised as follows: sixth, the registered capital of the company is RMB 182 million 878 thousand and 488 yuan.

2, the original twentieth company's current share structure is: 140 million 675 thousand and 760 shares of common stock, of which 54 million 39 thousand and 600 shares are held by legal persons, and 86 million 636 thousand and 160 shares are held by other domestic shareholders (public shareholders).

The company's current capital structure is: Twentieth shares, 182 million 878 thousand and 488 shares, all common stock.

All the shares of the company are listed on the Shanghai stock exchange in accordance with the trading rules of the company. "

B, according to the requirements of the CSRC's notice on further implementation of the relevant matters concerning the cash dividends of listed companies, the relevant provisions of the articles of association shall be amended.

1. The original eighty-fourth items shall be adopted by a special resolution of the shareholders' meeting:

(1) the company increases or decreases its registered capital;

(two) issue corporate bonds;

(three) division, merger, dissolution and liquidation of the company;

(four) amendment of the articles of Association;

(five) acquisition of shares of the company;

(six) the company purchases or sells major assets within one year, or the amount of guarantee exceeds the total audited assets of the company in the latest period of 30%.

(seven) equity incentive plan;

(eight) the provisions of laws, administrative regulations or the articles of association, as well as other matters that the General Assembly resolution of the General Assembly will have a significant impact on the company and need to be adopted by special resolutions;

(nine) amendments to the eighty-fifth articles of the company's articles of association.

Revised to:

Eighty-fourth the following matters shall be adopted by a special resolution of the shareholders' meeting:

(1) the company increases or decreases its registered capital;

(two) issue corporate bonds;

(three) division, merger, dissolution and liquidation of the company;

(four) amendment of the articles of Association;

(five) acquisition of shares of the company;

(six) the company purchases or sells major assets within one year, or the amount of guarantee exceeds the total audited assets of the company in the latest period of 30%.

(seven) equity incentive plan;

(eight) adjusting or changing the company's cash dividend policy;

(nine) the provisions of laws, administrative regulations or the articles of association, as well as other matters that the General Assembly resolution of the General Assembly will have a significant impact on the company and need to be adopted by special resolutions;

(ten) amendments to the eighty-fifth articles of the company's articles of association.

2, the profit distribution of the original 179th companies should attach importance to the reasonable return to investors, and distribute dividends in cash or stock. The profit accumulated in cash in the past three years is not less than thirty percent of the annual average profit that has been realized in the past three years.

Revised to:

The 179th company's profit distribution policy should maintain continuity and stability and attach importance to the reasonable return on investment for investors.

(1) a company can distribute dividends through other means of cash, stock, cash or stock in combination with the law; if conditions permit, the company may make interim cash dividends.

(two) cumulative distribution in cash in the past three years.

No less than thirty percent of the annual distributable profit realized in the last three years; {page_break}

(three) when the company makes profits distribution, the board of directors shall formulate a profit distribution plan and submit the profit distribution plan passed to the shareholders' meeting for consideration. If the company has made profits but the board has not made a plan for distributing the cash profit distribution, the company shall disclose in detail the reasons for not paying the cash dividends and the use of the funds not retained for cash dividends in the annual report, and the independent directors shall make independent opinions on this.

(four) when the company needs to adjust the profit distribution policy according to the production and operation, investment planning, long-term development needs, or because of the great changes in the external business environment or its own business situation, the board of directors should formulate a profit distribution and adjustment policy based on the protection of shareholders' rights and interests, and demonstrate and explain the reasons in detail in the proposal of the shareholders' meeting. Independent directors should give independent opinions on this issue.

The adjusted profit distribution policy shall not violate the provisions of the China Securities Regulatory Commission and the stock exchange; and the motion for adjusting the profit distribution policy shall be submitted to the shareholders' meeting for deliberation and approval after deliberation by the board of supervisors and the board of directors.

(five) if a shareholder illegally occupies the company's capital, the company shall deduct the cash dividends distributed by the shareholder so as to repay the funds it has occupied.

Two. Deliberation and adoption of the motion on the employment of internal control audit institutions; (6 votes, 0 votes against, 0 abstentions)

Employing Tianjian accounting firm (special general partnership) as the company's internal control audit agency in 2012.

Three. Deliberation and adoption of the motion to convene the first provisional shareholders' meeting in 2012.

(6 votes, 0 votes against, 0 abstentions).

1, meeting time: August 7, 2012 (Tuesday) at 9 a.m., meeting for half a day.

2. Venue: conference room 12, Tao Zhu Nan Road, Zhuji, Zhejiang.

3. Meeting topics:

(1) to consider the motion to amend some provisions of the articles of association.

(2) to consider the motion on the employment of internal control audit institutions.

4. Participants:

(1) all shareholders of the company registered with China Securities Depository and Clearing Co., Ltd. Shanghai branch after the end of the afternoon of July 31, 2012.

Shareholders who are unable to attend meetings may be invited to participate and vote in writing.

(2) directors, supervisors, senior managers and witness lawyers of the company.

5, registration:

The individual shareholders attending the meeting shall register with their own identity cards and shareholder's account cards. The agent's attendance shall also be registered with the power of attorney, the identity card and the shareholder's account card of the authorized person. The legal person shareholder shall register with the legal person's power of attorney and the attendance card.

Foreign shareholders may register by letter or fax, and the registration time is based on the arrival time of letter or fax.

Registration time: 8:00 a.m. on August 3, 2012 - 4:30 p.m.

Place of registration: Securities Department, 12 Tao Zhu Nan Road, Zhuji, Zhejiang.

Contact: Lu Bojun Wang Huifang

Contact number: 0575 - 8701576387015296

Fax: 0575 - 87026018

Notice hereby

Board of Limited by Share Ltd

Two July 19th one or two