昆明機床股份有限公司
Kunming Machine Tool Company Limited
(a Sino-foreign joint stock limited company established in
the People's Republic of China with limited liability)
Resolutions Passed at Extraordinary General Meeting
The board of directors of Kunming Machine Tool Company Limited has announced that an
Extraordinary General Meeting ("EGM") of the Company was held at No. 5 Conference Hall at
23 Ciba Road, Kunming, Yunnan Province, the People's Republic of China (the "PRC") on 30
July 2001 at 9:00 a.m.. Based on the total number of written replies for attending the meeting
received by the Company on 10 July 2001, shareholders representing 182,909,399 shares with
voting rights, 74.65 per cent. of the total number of shares of the Company, intended to attend
the meeting. In accordance to the Company's Articles of Association and the relevant laws and
regulations of the PRC, the meeting was valid. Actually, shareholders or their proxies
representing 120,007,400 shares with voting rights, 48.98 per cent. of the total issued shares, had
attended the meeting.
The following resolutions were approved unanimously by the shareholders at the EGM by way
of special resolutions:
1.
The change of the name of the Company from "Kunming Machine Tool Company
Limited" to "Jiaoda Kunji High-tech Company Limited", subject to approval by the
relevant administration of industry and commerce.
2.
Amendments to Articles 1,2,8,11,12,18,90,96 and 153 of the Articles of Association.
The following resolutions were approved unanimously by the shareholders at the EGM by way
of ordinary resolutions:
1.
Elected members of the board of directors of the Company (in sequence of the number of
strokes of the surnames in Chinese):
Executive directors
Messrs. Wang Shangjin, Li Wenrong, Zhang Hanrong, Zhang Chao, Yue Huafeng, Gao
Yangren, Guo Shangwu, Cheng Yunchuan, Jiang Zhuangde and Wen Peixiong.
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Independent non-executive directors
Messrs. Yu Chengting and Tong Yunhuan and Ms. Dong Juan
2.
Elected members of Supervisory Committee of the
number of strokes of the surnames in Chinese):
Company (in sequence of the
Supervisors: Messrs. Sun Xingduo, Li Xuqiao and Shen Guorong and Ms. Guo Junyu.
Supervisor representing staff of the Company: Mr. Li Yuen
Save as the particulars of Mr. Li Yuen, the supervisor representing the staff, published in 2000
annual report, the particulars of other directors and supervisors were published in Shanghai
Securities Journal on 10 July 2001 and dispatched on 10 July 2001 to holders of H shares of the
Company whose names appeared in the register of members maintained by Hong Kong
Registrars Limited at the time of close trading in the afternoon on 29 June 2001.
Directors of the Company Messrs. Li Yunxiang, Qin Jianzhong, Sun Chuanliang, Liang Wenxuan,
Sun Xiaoliang and Li Mingde and supervisors Messrs. Li Renzhong, Zhang Yinghai and Tang
Jianxin ceased their positions. These nine persons contributed their great efforts to the
development of the Company during their term of office. The Company expressed its gratitude to
them.
Mr. Wu Zhixu, chief lawyer of Qian He Law Office, attended the EGM and made legal advice:
The assembly and procedures for holding of the EGM complied with the prevailing laws and
regulations and the Articles of Association of the Company. The eligibility of shareholders and
their proxies attending the EGM was lawful and valid. The procedures for resolutions brought
forward and announced were lawful. The procedures for voting at the meeting were lawful and
valid.
By order of the Board
Feng Sizhong
Secretary to the Board of Directors
30 July 2001
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