Hunan Torch Motor Group Co., Ltd. Board of Directors Resolutions Announcement
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The company and all members of the board of directors ensure the truthfulness, accuracy, and completeness of the information disclosure, and there are no false records, misleading statements or major omissions.
The notice of the meeting of the board of directors of Hunan Torch Motor Group Co., Ltd. was sent by fax on March 21, 2006. The meeting was held on March 27, 2006. The meeting should include 11 directors and 10 directors. The actual directors are: Tan Xuguang, Nie Xinyong, Liu Hainan, Yu Changjiang, Xu Xinyu, Sun Shaojun, Lin Dawei, Gu Linsheng, Li Shihao, and Liu Zheng. Zhang Fusheng, a director, did not attend the meeting because he entrusted Director Tan Xuguang to vote on his behalf. All the members of the board of supervisors attended the meeting as non-voting delegates and met the relevant requirements of the Company Law and the Articles of Association. The meeting adopted the following resolution:
First, the "2005 Annual Report" and "2005 Annual Report Summary" were reviewed and passed;
Agreed to vote 11 votes, accounting for 100% of the right to vote at the meeting, 0 votes against, 0 abstention votes.
Second, reviewed and approved the "2005 Board Report";
Agreed to vote 11 votes, accounting for 100% of the right to vote at the meeting, 0 votes against, 0 abstention votes.
Third, the review and approval of "Financial Accounting Report 2005";
Agreed to vote 11 votes, accounting for 100% of the right to vote at the meeting, no votes against, abstained 0 votes.
Fourth, review and pass the "2005 annual profit distribution plan"
The financial operation status of Hunan Torch Motors Group Co., Ltd. in 2005 was confirmed by the auditing firm of Hunan Kaiyuan Co., Ltd., and realized a net profit of 104,027,649.05 yuan in the whole year, plus an allocation of 177,821,558.55 yuan at the beginning of the year, and the profit available for distribution was 28,184,920,7.6 yuan. According to the relevant provisions of the “Company Law†and the “Articles of Associationâ€, the parent company shall draw a 10% statutory reserve fund and 5% statutory public welfare fund according to net profits. After consolidating statements, a total of 49592312.98 yuan shall be drawn from the statutory surplus reserve fund and the statutory public welfare fund, and the employee rewards shall be withdrawn. The welfare fund was 1275296.62 yuan, and the reserve fund was 956,472.47 yuan, and the enterprise development fund was 956,472.47 yuan, minus the common stock dividend of 9,362,865.60 yuan that had been distributed in the year 2005, and the undistributed profit was 219,705,787.46 yuan. The profit distribution plan for the current year is: Based on the total share capital of 936,286,560 shares at the end of 2005, the distribution plan is: 0.1 yuan (including tax) for every 10 shares.
The plan for capitalization of capital reserve funds is as follows: The accumulated capital reserve for the current year is 10,227,9792.3 yuan, of which, the capital reserve available for distribution is 20412808.8 yuan, which is not increased.
Agreed to vote 11 votes, accounting for 100% of the right to vote at the meeting, no votes against, abstained 0 votes.
This plan shall be implemented after the 2005 Annual General Meeting of Shareholders considers and approves.
V. To consider and approve the "Proposal for the Filing of Assets Impairment Reserves in 2005";
(1) The company’s 100 million yuan treasury fund misappropriated by the Wuhan Securities Business Department under the subsidiary of Deheng Securities Co., Ltd. The company has set aside 50% of the asset impairment provision in 2004, totaling 50 million yuan. Since 2005, the creditor's right was transferred in full to Weichai Power (Weifang) Investment Co., Ltd. Therefore, in 2005, the company will fully recover the 50 million yuan provision for impairment of assets.
(ii) The entrusted wealth management fund of Xinjiang Machinery & Equipment Import & Export Company, a company controlled by Jinxin Trust & Investment Co., Ltd., was RMB 27,877,300, and 50% of assets impairment provision was made up. The impact on the company was RMB 13.15 million. yuan. As the asset was provisioned for 50% of asset impairment provision in 2004, the asset has been fully accrued.
(III) The Company's investment in equity investment in New Century Financial Leasing Co., Ltd. was increased by 65% ​​from the value of assets of RMB 61.07 million, totaling RMB 15.27 million. Since the asset was provisioned for 75% of asset impairment provision in 2004, the asset has been fully accrued.
(d) The company's investment in Oriental Life Insurance Co., Ltd.'s equity investment of 60 million yuan to make up 10% of the provision for asset impairment, because the assets have been provisioned in 2004 50% of the assets impairment provision, so A total of 60% of impairment provision has been made for the assets.
(5) As a result of the Company's application in 1993 for Zhuzhou City Global Leather Co., Ltd. to apply for a bank loan of RMB 5 million to provide guarantees. Due to the poor management of the company, there is no repayment ability. The bank requires the company to assume joint guarantee responsibility. Therefore, the company provided a total of RMB 6 million (including a principal of RMB 5 million and an interest of RMB 1 million) in the impairment provision for this guarantee.
(6) As Guangzhou Guangshengxin Industrial Development Co., Ltd. and Guangzhou Dinglong Communications Equipment Co., Ltd. are in poor operation, and the company guarantees 82.49 million yuan for the two companies, there is a risk of joint and several liability. In 2005, 50% of the assets of the above guarantees were prepared for impairment, totaling 43.25 million yuan.
(VII) As the project construction of Anhui Taikosike Energy Chemical Co., Ltd. invested by the company has been temporarily suspended, the company's start-up cost of 11.6 million yuan was fully accrued for asset impairment provision. As the company holds 42% of the company's equity, the impact on the company is 4.86 million yuan.
(8) Since Shenzhen Torch Industrial Co., Ltd. invested by the company has ceased operations, the company’s investment of RMB 710,000 was calculated and provision for full assets impairment was made.
(9) In addition, the company's holding subsidiary Torch Import & Export Company had bad debts due to the business dealings with the former business partner Zhong Kejian, and it was necessary to make provision for asset impairment. The number of impacts on the company was RMB 7.03 million.
In view of the above, in 2005, the actual provision for impairment of assets of the Company affected the net profit of the company for 46.26 million yuan. This amount is within the scope authorized by the board of directors at the general meeting of shareholders and does not need to be submitted to the general meeting of shareholders for deliberation.
Agreed to vote 11 votes, accounting for 100% of the right to vote at the meeting, no votes against, abstained 0 votes.
VI. Examining and adopting the "Preplan for Amending the Articles of Association";
Agreed to vote 11 votes, accounting for 100% of the right to vote at the meeting, 0 votes against, 0 abstention votes.
For details, see http://www.cninfo.com.cn. This plan shall be subject to review and approval by the company's general meeting of shareholders.
VII. Examining and adopting the "Preplan for Modifying the Rules of Procedure of the Company's Shareholders' General Meeting";
Agreed to vote 11 votes, accounting for 100% of the right to vote at the meeting, 0 votes against, 0 abstention votes.
For details, see http://www.cninfo.com.cn. This plan shall be subject to review and approval by the company's general meeting of shareholders.
VIII. Examining and adopting the "Preplan for Modifying Rules of Procedure of the Company's Board of Directors";
Agreed to vote 11 votes, accounting for 100% of the right to vote at the meeting, no votes against, abstained 0 votes.
For details, see http://www.cninfo.com.cn. This plan shall be subject to review and approval by the company's general meeting of shareholders.
IX. Examining and adopting the "preparation plan for the appointment of Beijing Yongtuo Certified Public Accountants";
Agreed to vote 11 votes, accounting for 100% of the right to vote at the meeting, 0 votes against, 0 abstention votes.
This plan shall be implemented after the 2005 Annual General Meeting of Shareholders considers and approves.
X. Considered and passed the "Preplan for Daily Related Transactions between Holding Subsidiaries and Weichai Power Co., Ltd.".
During the voting, the associated directors Tan Xuguang, Xu Xinyu, Zhang Fusheng, and Sun Shaojun evaded the vote. A total of 7 non-associated directors participated in the voting. They agreed to have 7 votes, which accounted for 100% of the right to vote at the meeting. 0 votes were absent and 0 votes were abstained. For details, please refer to "Announcement on Daily Related Transactions between Holding Subsidiaries and Weichai Power Co., Ltd.".
This plan shall be implemented after the 2005 Annual General Meeting of Shareholders considers and approves.
XI. To consider and approve the "Preplan for the Daily Related Transactions of the Holding Companies and the Senior Executives of the Company as Legal Representatives."
When voting, there are no related directors to avoid and all directors are non-affiliated directors. Agreed to vote 11 votes, accounting for 100% of the right to vote at the meeting, 0 votes against, 0 abstention votes. For details, please refer to the "Announcement on the Daily Related Transactions of the Holding Company and the Senior Executive of the Company as Legal Representative."
This plan shall be implemented after the 2005 Annual General Meeting of Shareholders considers and approves.
XII. Examining and adopting the "Preparation of External Guarantees in 2006";
According to the "Company Law" and "Notice on Regulating the External Guaranty of Listed Companies" (Zheng Jianfa `[2005] No. 120) and other related regulations, this plan is submitted to the company's board of directors for deliberation.
(I) Guarantees for Holding Subsidiaries
Unit: ten thousand yuan
Company name guarantee amount, including new guarantee amount
Shaanxi Heavy Truck Co., Ltd. 70980
Zhuzhou Gear Co., Ltd. 7750
Torch Import & Export Co., Ltd. 11800
Zhuzhou Hunan Torch Machinery Manufacturing Co., Ltd. 6950
Zhuzhou Xiang Torch Spark Plug Co., Ltd. 57805000
Shanghai Heda Auto Parts Co., Ltd. 3900
Shaanxi Fast Gear Co., Ltd. 6250
Xinjiang Machinery Equipment Import & Export Co., Ltd. 2215
Total 1156255000
(B) Guarantee for other companies
Unit: ten thousand yuan
Guaranteed company name guarantee amount remarks
Guangzhou Guangshengxin Industry Development Co., Ltd. 6490
Hunan Yingde Gas Co., Ltd. 5800 long-term borrowing, due on February 15, 2007
Total 12290
The Company expects to have an external guarantee credit line amounting to RMB 1,279.15 million in 2006, of which, the parent company will provide 1,165.25 million yuan for the holding subsidiary (including RMB 1,106.25 million as a renewal guarantee, and the new guarantee amount will be RMB 50 million); The company guarantees 122.9 million yuan.
The above guarantee amount is the amount of the credit application, and the specific guarantee amount is based on the actual loan amount.
Agreed to vote 11 votes, accounting for 100% of the right to vote at the meeting, no votes against, abstained 0 votes.
This plan shall be implemented after the 2005 Annual General Meeting of Shareholders considers and approves.
XIII. Examining and adopting the "Preplan for the election of the board of directors";
According to the relevant provisions of the "Company Law" and "Articles of Association", the term of office of the fourth board of directors of the company expires, and a general election is required. The fourth board of directors decided to nominate Tan Xuguang, Nie Xinyong, Liu Hainan, Yu Changjiang, Xu Xinyu, Zhang Fusheng, Sun Shaojun, Lin Dawei, Gu Linsheng, Li Shihao, and Liu Zheng as the candidates for the fifth session of the Board of Directors (attached hereafter). The term of office is three years and it is submitted to the shareholders meeting for election. Among them, Lin Dawei, Gu Linsheng, Li Shihao, and Liu Zheng were four independent director candidates.
Agreed to vote 11 votes, accounting for 100% of the right to vote at the meeting, 0 votes against, 0 abstention votes.
The independent directors expressed their opinions on the preparatory plan as follows: The independent director detailed the situation of the candidate director, and considered that the procedures for re-election of directors were in compliance with the relevant provisions of the "Articles of Association", and the candidate directors met the qualifications of the directors.
This plan shall be implemented after the 2005 Annual General Meeting of Shareholders considers and approves. The materials of independent director candidate must be submitted to Shenzhen Stock Exchange and submitted to the general meeting of shareholders for approval after they have no objection to their independence review.
14. Review and approval of the "Relevant Matters Concerning the Convening of the 2005 Annual General Meeting of Shareholders."
It is agreed that the 2005 Annual General Meeting of Shareholders will be held on April 29, 2006.
For details, see "Notice of Hunan Torch Motor Group Co., Ltd. Concerning the Convening of 2005 Annual General Meeting of Shareholders."
Torch Automotive Group Co., Ltd. Board of Directors
March 27, 2006
Attachment: Curriculum vitae of candidates for the 5th Board of Directors:
Tan Xuguang, male, 45 years old, senior economist, master of power engineering of Tianjin University, representative of the Tenth National People's Congress, once worked as deputy director, assistant director, deputy director, director of Weifang Diesel Engine Factory Foreign Trade Department. He was awarded the First National Outstanding Entrepreneur Award for Machinery Industry, the CEO/CEO of the best auto engine sub-industry in China's auto industry, the National Outstanding Entrepreneur, and the 2005 CCTV China Economic Year figures. Currently, he is the chairman of the Hunan Torch Motor Group Co., Ltd. and the chairman and chief executive officer of Weichai Power Co., Ltd.
Nie Xinyong, male, 51 years old, graduate student, former advocacy officer of Xinjiang Yuejin Iron and Steel Plant, lecturer of Xinjiang Agricultural University, director of General Urumqi General Lock Factory, chairman and general manager of Xi'an Banpo Culture Co., Ltd., and director of Beijing General Office Real Estate Co., Ltd. Chang and General Manager; Chairman and President of Hunan Torch Automotive Group Co., Ltd. Current director and president of the company.
Liu Hainan, male, 57 years old, senior economist, graduate student, former deputy director of the Zhuzhou spark plug factory workshop, deputy director of the institute, director, assistant director of the factory, director of the labor department, deputy director; Xiang Huo, deputy general manager, chief Manager, Vice Chairman, etc. He is currently a director and secretary of the Party Committee of Hunan Torch Automotive Group Co., Ltd.
Yu Changjiang, male, 42 years old, graduate student, served as a director of the State Administration of Industry and Commerce. He is currently a director and vice president of Hunan Torch Automotive Group Co., Ltd.
Xu Xinyu, male, 42 years old, senior economist, EMBA of Singapore National University Business School, former director of the office of Weifang Diesel Engine Factory, director of the human resources department, director assistant, deputy director, executive deputy director. He currently serves as director of Hunan Torch Automotive Group Co., Ltd., executive director and general manager of Weichai Power Co., Ltd., and chairman of Weichai Power (Weifang) Investment Co., Ltd.
Zhang Fusheng, female, 48 years old, senior accountant, once served as Deputy Director of Auditing Department, Director of Finance Department, Deputy Chief Accountant, Assistant Director of Weifang Diesel Engine Factory. He is currently a director and assistant to the president of Hunan Torch Automotive Group Co., Ltd., a director of Weichai Power Co., Ltd., and chief accountant and financial controller of Weifang Diesel Engine Factory.
Sun Shaojun, male, 40 years old, Senior Engineer, Master of Engineering from Beijing Institute of Aeronautics and Astronautics, former deputy director, director, assistant director, chief engineer of Weifang Diesel Engine Plant Technology Center. He is currently a director of Hunan Torch Automotive Group Co., Ltd. and an executive director and technical general manager of Weichai Power Co., Ltd.
Lin Dawei, male, 65 years old, professor-level senior engineer, bachelor degree, once worked as a design department technician of Beijing Automobile Manufacturing Plant, professional team leader, car body engineering section chief of Beijing Jeep Automobile Co., Ltd., product manager, BJ2 multi-purpose Automotive project manager, member of China Automobile Body Engineering Society and member of Beijing Municipal Committee for Evaluation of Advanced Technical Posts, is currently an independent director of Hunan Torch Automotive Group Co., Ltd.
Gu Linsheng: Male, 65 years old, bachelor degree. Once served as director assistant, deputy director, deputy director, deputy general manager, executive deputy general manager, executive deputy general manager and standing member of the Party Committee of Dongfeng Motor Company; vice chairman and director of Dongfeng Motor Co., Ltd.; Dongfeng Motor Industry Investment Director of the company and director of Dongfeng Motor Co., Ltd. He is currently an independent director of Hunan Torch Automotive Group Co., Ltd.
Li Shihao, 65 years old, is a senior engineer. He once served as Director of Materials and Equipment Bureau of the Ministry of Urban and Rural Development, General Manager of China City Vehicle Corporation, and Chairman of China Construction City Vehicle Co., Ltd. He is currently an independent director of Hunan Torch Automotive Group Co., Ltd., director of the Urban Vehicles Expert Committee of the Ministry of Construction Science and Technology Committee, director of the China Automotive Engineering Society, deputy director of the National Bus Standardization Committee, and vice chairman of the China Institute of Highway Passenger Cars.
Liu Zheng, 58, senior economist, certified public accountant. He once served as the chief and deputy director of Weifang City Audit Bureau, director of Weifang Electric Power Construction Office, and general manager of Weifang Investment Company. He is currently an independent director of Hunan Torch Automotive Group Co., Ltd.
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