Zhejiang sunshine group co., ltd.
Announcement on Resolutions of the 20th Meeting of the Fourth Board of Directors
Notice of holding the second extraordinary shareholders meeting of 2007
The company and all members of the board of directors guarantee the truthfulness, accuracy and completeness of the contents of the announcement, and bear joint and several liability for false records, misleading statements or major omissions of the announcement.
The resolution of the 20th meeting of the 4th Board of Directors of Zhejiang Sunshine Group Co., Ltd. was held on December 11, 2007 by means of communication. The meeting should be attended by 9 directors and 9 directors. The meeting was in compliance with the provisions of the "Company Law" and the "Articles of Association". After careful consideration by the participating directors, the following resolutions were unanimously adopted:
1. The “Proposal on Capital Increase of Zhejiang Sunshine Lighting Co., Ltd.†was considered and approved;
Recently, the board of directors of Zhejiang Sunshine Lighting Co., Ltd. (hereinafter referred to as “Lighting Companyâ€), a controlled subsidiary of the Company, passed a resolution to jointly carry out the joint shareholder (the company and Philips (China) Investment Co., Ltd. each own 75% and 25%) With equal capital increase, the registered capital of the lighting company will be increased from RMB 60 million to RMB 180 million.
In view of the need for the Company and Philips (China) Investment Co., Ltd. (hereinafter referred to as "Philips") to increase investment and expand production scale, the Board of Directors reviewed and agreed that the Company and Philips will be in accordance with the original equity of 75%. 25% of the total share of the lighting company to increase capital, the total amount of capital increase is 120 million yuan, of which the company invested 90 million yuan, Philips invested 30 million yuan. The capital increase will be in place in two phases: the first phase of the 80 million yuan capital increase will be in place before the end of January 2008, including 60 million yuan for the company and 20 million yuan for Philips; the second phase of the 40 million yuan capital increase will be in place before the end of January 2009. Among them, the company has 30 million yuan and Philips 10 million yuan. After the completion of the capital increase, the registered capital of the lighting company will reach 180 million yuan, and the shareholding ratio between the company and Philips is still 75%: 25%. The capital increase will be used for the expansion of the energy-saving lamp capacity of the lighting company.
With regard to the signing of the relevant agreement on the capital increase of the lighting company and other specific matters, the company's management team is authorized to handle the case under the supervision of the board of directors.
2. The “Proposal on Re-appointing Zhongzheng Certified Public Accountants as the 2007 Auditor of the Company†was considered and approved.
On April 16, 2007, the 2006 Annual General Meeting of Shareholders of Japan adopted the “Proposal on Renewing the Appointment of Hainan Congxin Certified Public Accountants as the 2007 Auditor of the Companyâ€. In view of the fact that the company is currently unable to judge whether the original auditor Hainan Congxin Certified Public Accountants still meets the relevant standards requirements of the auditing institutions of listed companies after December 31, 2007, in order not to affect the normal conduct of the company's 2007 annual audit work, the company intends to Re-appointing Zhongzhun Certified Public Accountants Co., Ltd. as the company's 2007 annual audit institution, the audit fee is 260,000 yuan. In addition, the travel expenses incurred by the accounting firm for work reasons are borne by the company.
The proposal still needs to be reviewed by the company's second extraordinary shareholders meeting in 2007.
Attachment: Zhongzhun Certified Public Accountants Co., Ltd. Briefing: Zhongzheng Certified Public Accountants has a registered capital of 3 million yuan and more than 400 practitioners, including 160 certified public accountants and 40 registered asset appraisers. Headquartered in Beijing, it has five branches and several member offices throughout the country.
III. Review and approve the Proposal on Convening the Second Extraordinary General Meeting of 2007
The board of directors of the company is scheduled to hold the second extraordinary general meeting of 2007 in the conference room on the seventh floor of the company on December 29, 2007 (Saturday) at 9:30 am to review the re-appointment of Zhongzheng Certified Public Accountants as the company's 2007 annual audit institution. motion".
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