2011 Second Interim Meeting of the 7th Board Resolution Announcement
2016-04-14The Company?s board of directors and all the directors guarantee the announced information does not contain any false record, misleading statement or significant omission and will bear several and joint responsibilities for the authenticity, accuracy and completeness of the announced information. On Aug. 9, 2011, Shanghai Sanmao Enterprise (Group) Co., Ltd. issued the notice on the convening of the 2011 second interval meeting of the 7th Board of Directors to all directors in writing. On Aug. 15, 2011, the Company held the meeting by means of correspondence. Nine voting directors should attend the meeting, and nine directors actually attended the meeting, which complies with the relevant provisions of Company Law and Articles of Association, and the resolutions made by this meeting are legitimate and valid. The meeting reviewed and passed the following proposals: I. Proposal for Liquidation on Shanghai Huayu Wool and Jute Import and Export Co., Ltd. In order to preferably develop foreign trade, to build up a new layout featuring joint movement between industry and trade, and to gradually regulate the relationship between the Company?s controlled subsidiaries Shanghai Sanmao Import and Export Co., Ltd. and Shanghai Huayu Wool and Jute Import and Export Co., Ltd., in accordance with the Proposal for Exercising the Integration of Import and Export Companies as approved by the 2004 Fourth Board 12th Meeting (see announcements on Shanghai Securities News, Hong Kong Wen Wei Po and SSE website dated April 17, 2004) , the Company would integrate its two import and export subsidiaries step by step, to move from multi-channel operation to operation majorly by Shanghai Sanmao Import and Export Co., Ltd. Shanghai Huayu Wool and Jute Import and Export Co., Ltd. was incorporated on Oct. 30, 2001, with registered capital 20 million yuan; as of end of March 2011, total assets amounting to 22.6105 million yuan; liabilities 1.9789 million yuan; net assets 20.6316 million yuan. At present, Shanghai Huayu Wool and Jute Import and Export Co., Ltd. has stopped operational activities and its client resources have been transferred to Shanghai Sanmao Import and Export Co., Ltd. As of now, Shanghai Huayu Wool and Jute Import and Export Co., Ltd. has been basically qualified for liquidation. Therefore it is decided to conduct liquidation over Shanghai Huayu Wool and Jute Import and Export Co., Ltd. Voting result: 9 votes in favor; 0 against; 0 abstaining II. Proposal for Obtaining Loans through Mortgaging the Company?s Real Estate Properties In order to ensure capital demand for the construction projects of Shanghai Sanmao (Group) Co., Ltd. (hereafter ?the Company?), the Company intends to mortgage the real estate properties of Shanghai Sanmao Labor Service Co., Ltd., the Company?s wholly-owned subsidiary, domicile at No. 791 and No. 781-783 Xietu Road respectively, to apply for loans as current fund from Bank of Communications (Yangpu Branch). Details on the properties: Properties at 791 Xietu Road: floor area 5471.78 square meters, appraised value RMB 80.4351 million yuan as appraised in 2011 by Shanghai Anda Huayong Real Estate Appraisal Co., Ltd.; properties at 781-783 Xietu Road: floor area 2130.57 square meters, appraised value RMB 44.742 million yuan as appraised in 2011 by Shanghai Anda Huayong Real Estate Appraisal Co., Ltd.; total appraised value of above properties at 125.1771 million yuan. It is now decided to apply for a loan of 80 million yuan from the bank, mortgaging period being one year starting from the effective day of agreement. The mentioned real estate properties are not mortgaged except for the mortgaged described above. Voting result: 9 votes in favor; 0 against; 0 abstaining
