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Ken Agricultural Resource Development Co. in the fourth Board of Directors held eight 次会议决议 notification and accuse the Annual General Meeting 2010 Board of Directors and the Directors of the Company to ensure that this publication does no include anybody disloyal, misleading expressions alternatively stuff omissions , and the authenticity of the content, precision and completeness of the mutual and several obligation. Ken Agricultural Resource Development Co. in the fourth eighth conference of the Board in April 2011 held in Beijing 23-25. Meeting should be apt 11 directors, 11 directors of reality to meet the Directors meeting, adopted the following entities to the attention of the motion: First, on companies to addition investment in China, the film of Ken analyzed and determined by the company: 1, Ken Wah native investment companies beneath the medium laborers increase in the proportion of resources invested 25.5 million yuan; 2, such for Ken's additional shareholders to give up Chinese capital increase rights cases,christian louboutin, the navel laborers resources to provide 4.5 million yuan to persist to increase; 3, such for No. 2 was established, places China Ken Corporation December 31, 2010 audited equity root to make sure the rights and interests of all shareholders, see table. In agreement with the capital increase, shareholders re-determine the ratio of the proportion of the future here to enjoy the company's profit delivery, see Table II: China's interests ahead Ken architecture of the company capital increase (Table I) the sum of equity (million) investment proportion Zhongnong Resources 713.11 85% 83.9 10% Group Ken Ken ESOP China 5% 41.94 Total 838.95 100% of the Chinese refined the equity the company later the capital increase (Table II) the amount of equity (million) equity ratio of 96.72% Zhongnong Resources 3713.11 83.9 in Group 2.19% Ken Ken Wah 1.09% ESOP 41.94 Total 3838.95 100% 4, such as 2,3 established Chinese companies to Ken held their common meetings, delivery of the on conviction into its corporate treaty. The capital increase is completed, China will assist to improve the company's continued viability of Ken. Agreed to this motion submitted along the common meeting of shareholders to consider the navel peasants resources. General Meeting), obtainable security announcements. , wheat and potatoes. After project acceptance to carry out professional and technical personnel and seed resources, the presentation of materials and construction go. The construction phase is 1 year. Construction site plans to use resources in technology development branch of the middle peasants and land sites. After achievement of the project, through rational and effective development of fashionable varieties of organizational development in the making of technical services, not only to effect some economy benefits it is important to improve the company's affect in the seed industry, and enhance the company's competitiveness and sustainable development. Middle peasants to participate in the seed manufacture resources, domestic and multinational market tournament, and promote the integration of modern educational prosperity harvest seed industry development of the Group objective, technological and technological input. Through technological development and innovation, nurture new varieties with independent intellectual attribute rights to assure that the company has capability for sustainable development and market competitiveness. consideration) -28,390,768.14 profits available because distribution factor, so this year the company intends to distribute the profits do not. daily internal control appraisal report film, ) XI, the motion ashore the change in accounting plan, to effect sustained convergence of accounting criteria and the equivalent, according to the Ministry of Finance July 14, 2010 release of expressions, the current minority shareholders of subsidiary losses exceed the minority shareholders in the subsidiary. The beginning of change in accounting policy adopted in the equity share enjoyed, and it shall be offset against the equilibrium of interests of minority shareholders, . The company projects such as minority interests in the pertinent year were retrospectively adapted. (a) change the accounting policies adopted below the sometime Shareholders lost more than the present share of minority ownership amuse in the beginning of the subsidiary's share in the enjoyment of, the balance shall be treated in the following, respectively: (1) the provisions of the articles of federation alternatively agreement fastening duty minority shareholders and minority shareholders aptitude to make up, the balance should be offset against the minority interests; (2) the articles of federation alternatively concert does not provide for the obligation undertaken by minority shareholders, the balance of interests should be offset against the owner of the parent company. The subsidiary accordingly profits in the owner's equity to make up for by the parent imagined before the wastage of minority shareholders should be fully vested ownership interest in the parent company. Minority share of detriment exceeds the current minority ownership interest in the subsidiary at the beginning of the share in the enjoyment of, the balance still be offset against minority interests. Second, this change in accounting policy on the company's impact on the reporting time, 4, according to the provisions of this interpretation of changes in accounting policies retrospectively adapted, such policy changes influence the company's undistributed profits to increase in early 2010 11,075,524.33 million, minority interests decreased 11,075,524.33 yuan, of which: maintained proceeds in early 2009, an increase of RMB 7,367,835.73 affect the interests of minority shareholders in early 2009 to reduce 7,367,835.73 yuan, of 2009 web profit attributable to parent company increased 3,707,688.60 yuan, profit and wastage of minority shareholders in 2009 to reduce 3,707,688.60 dollars. Twelve, ) second, the company 2010 year report and synopsis See Shanghai Stock Exchange Web site. XIV, on the company complies with the resumption of listing requirements, apply for relisting of the motion, 2008, 2009, losses for 3 consecutive years, the company stock since May 14, 2010 officially listed on the Shanghai Stock Exchange suspended. companies around the recovery market, actively carry out the work, the year net profit of 5,758.59 million for the lifting of arranged the basis for risk delisting. First, the company did important work for the restoration of listed as follows: (a) the introduction of new shareholders in the middle peasants refined Resources Group, the largest shareholder holding 10,010 shares, representing 32.91% equity; the elemental second-largest Xinhua shareholders held in trust 7,105 million shares, 23.36% of the absolute share capital. As the 2 important shareholders of the middle peasants resource distinctions, leadership to the middle peasants resources making and treatment shareholders is tough to fashion a timely and efficient resolution. March 21, 2011, respectively Xinhua Trust Hong Tang Shanghai, Beijing, Hunan, Hubei, Love signed the long-term shareholders and the second largest shareholder confrontation publish shares to existing shareholders will be a link, reinforce cooperation and jointly fight the resources of the middle peasants, agricultural undertakings. (b) of the funds secondhand to solve the problem the company shareholder owned subsidiary of China International Ken In before years the largest shareholder in the company Ken Agricultural Reclamation Group's companies in China, Beijing New Ken Industrial Co., Ltd., Beijing Oriental Trading Co., Ltd. Ken guarantees and amends for performing engagement 2,louboutin,748.97 million. As of 2010, November 26, Ken in the China Huaneng Group's message technology development company letter on benefit of the 3 companies have cultivated international 2,748.97 million for repayment of China. Thus, to solve the company's narrated parties of the native problem of company funds, eliminating the funds secondhand to the company with to disadvantageous effects. (c) deciding violations of international and security issues Wah Ken pastoral bureau of the Beijing branch of the company, in 1999, the largest shareholder of the company together in the Ken Group, Export-Import Bank loans to China to cater RMB 1,993.99 guarantees, Export-Import Bank of China in 2002 sued the Ken Group has loans to refund principal and interest. the case by the Beijing Municipal First Intermediate People's Court (【2002】 a 8368 word article in the Republic of China No.) civil verdict held that: freezing, seizure of Ken Group, China cultivated the international, middle peasants resource property, the restrict of RMB 2,100 million. According to the verdict, companies and Chinese settlers were in prior years by the international freeze on the 50% restrict for anticipated liabilities. As of 2010, October 18, the company has cultivated with the Group, the China Export-Import Bank, China cultivated the international accommodation concert, according to the agreement, the Ken Group has been repaid 1,993.99 million Export-Import Bank loans and litigation case treatment, and property conservation fees 163,000 yuan; November 2, 2010, the Beijing First Intermediate People's Court to rule: the lifting of the defendant in the Ken Group, China cultivated the international, middle peasants resource property preservation measures. Thus, to solve the company's violations of external security issues. ( d) completion of debt forgiveness May 18, 2005, November 21 and December 23, respectively, China and Agricultural Bank of Ken International Head Office signed a 8,500 million in bank loans. As of the end of 2009, China has cultivated international accrued interest on such loans to 2,459.05 million in accrued interest 6.1925 million yuan in 2010. September 2010, the company, Ken International and the Agricultural Bank of China Head Office Ministry signed a ) received clearance to complete the work of assets as of February 10, 2010, (the company has been based】 【E Zhi Zi 2008 No. 9-3) received the Executive verdict in Yichang City, property and land migrate procedures. March 24, 2011, the company in 2011 the 1st provisional shares, the company will dispose of state assets mutatis mutandis the provisions of the owner of the General Assembly adopted the marketing. (f) Wah Ken Hua international commerce position improved under Ken International is the sole subsidiary of middle peasants resources, as at present Chinese settlers international business is the middle peasants are the only main source of business resources, China cultivated the international operations of the middle peasants mammoth loss of resources. 2008-2009, deserving to the deteriorating financial rank,abercrombie, corporate governance and management provocation system in area, China cultivated the business by the larger international clash of consecutive losses. 2010, middle peasants cultivated international resources to help solve China historical issues, debt restructuring and wrong debts, making the Chinese settlers from negate to positive web international assets and profits. 2011, by with the inner management system and management stimulus system in place, China has been initially cultivated international business conditions improve. 1 quarter of 2011, China Ken International (Unaudited) Revenue 29,281.90 million more than last year, gross profit 1,653,600 yuan extra than last year, less during the year spend of 2,775,800 yuan, net profit of 554,500 yuan. 2011 April 25, middle peasants Resources Board passed a resolution to the international capital increase to 3,000 million Chinese settlers. The capital increase is completed, China cultivated the international asset-liability ratio dropped further to 60%, and corporate funds and fiscal location has been beyond improved, Ken international follow-up for the development of China has laid a good foundation. (vii) assets of the company to carry out the reorganization of resources to be middle peasants excellent integration of the domestic seed companies, the formation of scientific research, production, operating in 1 of the national seed industry groups. in the company The Board's efforts and the assist and participation of relevant ministries, the company set up seed research and development megalopolis under construction at the same time, the company is operating with a number of seed production elements to argue donations. high-quality seed industry via combinations and acquisitions, middle peasants resources to attain business transformation, accordingly continuing and improve profitability. Second,moncler, the 2010 report income according to E & E Co., Ltd. Certified Public Accountants audit report issued by the company in 2010 to achieve the main business income 52,534.88 million, net 5 7.5859 million yuan. the company the 1st quarter of 2011, operation of the three, the company operation of the first quarter of 2011 finished March 31, 2011, the company's total assets of 65,116.57 million, the net assets of 51,124.88 million; the first quarter of 2011 The company accomplished main business proceeds of 30,126.8 million, net profit of 1.127 million yuan, cash stream from operating activities Net 1,493.83 million. The on figures are unaudited. IV, Conclusion In summary, the company's audited 2010 financial statements of profit, the company fundamentals have changed, basically have the continued viability of the company's board that the company complies with the resumption of listing requirements, coincided to the resumption of the Shanghai Stock Exchange listing petition. Company's 2010 annual report of the disclosure appointment is April 27, 2011, the company will unveiled in the annual report among five trading days after the resumption of a listing application, the company has hired China Securities Co., Ltd. for the company to recover the listing sponsor, Soochow Securities Co., Ltd. as Vice host agent share transfer brokerage, Beijing gold Cheng is with the restoration of statute firms listed in the special valid services. fifth, middle peasants resource management system of foreign investment See Shanghai Stock Exchange Web site. XVI, Seventh, the middle peasants work system resources secretary of the embark, Eighth, as the company appointed Mr. Wang Yufu the motion of the fourth Board of Directors (to be shareholders meeting) Board of Directors of the Company of the fourth candidate. Attached: CV of Mr. Wang Yufu Wang Yufu, born in October 1963, Master of Management. Former linen vegetation in Jilin Province Director Jiaohe; CNPC BGP garment factory manager at a variety of business; Hainan Eastern Geophysical Company of CNPC Geophysical Exploration and Development Corporation administrative, senior investment manager. Deputy General Manager. Now working in Shanghai Hong Tang Investment Centre (finite partnership) nineteenth, as the company appointed Mr. Ren Xiatong motion of the fourth Board of Directors motion (to be shareholders meeting) as the directors of the Company Mr. Liu Mingyong,abercrombie, single Lei, Miss Zhu Yinping has made application for resignation, according to the position of Hunan, Hubei Co., Ltd. Beijing Company suggested, in accordance with the relevant provisions of the Articles of Association, Mr. Tong is Timing Xia Board of Directors of the company of the fourth candidate. PS: Mr. Xia Tong Biography Mr. Xia Tong, born in 1969, the Chinese nationalism, not permanent residence overseas, academy degree. Mr. Xia Tong served as Navy ships, Guangzhou Institute of Food and Beverage Manager, North Park Hotel, Shenzhen Sunshine Hotel Seafood Restaurant Vice President, General Manager of Shenzhen love all hotels, dining and distraction in Hong Kong Huaxiang Huaxiang Group General Manager, Shandong New Century Hotel Vice General Manager, Beijing, Hunan, Hubei, Deputy General Manager of the canteen situation, on altitude of hostel common manager of the Nanjing, Guangzhou Lai Chi Wan Shun Kee Management Assistant Chairman, the current situation of Hunan, Hubei Co., Ltd. Deputy General Manager of Beijing. Twenty, as the company appointed Mr. Xiong Guosheng the motion of the fourth Board of Directors Single Lei, Miss Zhu Yinping has made application for resignation, according to the situation of Hunan, Hubei Co., Ltd. Beijing Company suggested, in accordance with the relevant provisions of the Articles of Association, hereby appoint Mr. Xiong Guosheng the fourth Board of Directors of candidates for the company. PS: Mr. Xiong Guosheng resume Mr. Xiong Guosheng, born in 1966, the Chinese nationality, without a lasting address abroad, MA. Mr. Xiong Guosheng was Ezhou Director of Accounting Department, administered by the Department, Director, Office of Academic Affairs, Deputy Director of the school, he served as Director of Wuchang fish Group and agent secretary of securities (Deputy, Secretary of Hubei Wuchang Board of Directors, Vice President, Managing Vice President, General Manager, Vice Chairman, the level of) party secretary, the current manager of Beijing Co., Ltd. Hubei situation, the board secretary. The twenty-first, on the 2010 Annual General Meeting held to draw notice,moncler, will advertise the relevant issues as follows: (a) meeting the elementary conditions: 1, meeting time: May 20, 2011 9:30 am. 2, Venue: Fu Wai Avenue, Xicheng District, Beijing Beijing Resources Building, 28 Sai Lau 12 membranes. 3,abercrombie france, the meeting voting: election site. (B) of the session: 1, , motion, the motion of the Fourth Board of Supervisors, Deadline May 17, 2011 after the close of the p.m., the China Securities Depository and Clearing Corporation Limited Shanghai Branch of the registered shareholders of the Company. 2, company directors, supervisors and senior management personnel and spectator advice; 3, the Company may assign a agent to heed the general meetings and election. (Iv) Conference Registration Method 1, registration: individual shareholders attending the meeting and shareholders holding his personality card account registration; deputy attended the meeting, the surrogate ID cards, power of lawyer, authorized the shareholders Card , the donor card registration. Corporate shareholders attending the meeting by the legal representative, holding my ID card, corporate shareholders and the shareholders of the business license registration card accounts; agent attended the meeting, the agent should likewise maintain his identity and the legal representative power of attorney issued according to law. Shareholders instantly to the company or by letter or fax to register. 2 Registration: May 18, 2011 9:30-11:30,abercrombie and fitch,13:30-16:00. 3, registration: Fu Wai Avenue, Xicheng District, Beijing, No. 28 Board of Directors Resources Building, 12th Floor, West Wing Office of the Secretary Postal Code: 100037 Contact: Li Xin Song Xiaoqi (010) 83607371 Tel: (010) 83607370 Fax: (v) Other matters will be of half a daytime, participants shareholders settlement costs, travel costs themselves. Attachment: Registration Form Gadsden shareholders to participate in the reclamation of agricultural resources in idea Corporation 2010 Annual General Meeting. Name: Tel: Shareholder Account Number: ID number: Number of holdings: Date Power of Attorney of the Company (I) hereby authorize the commission (ID number: (Mr. / Ms)) on behalf of the Company (or himself) to participate in the Ken Agricultural Resources Development Company Limited 2010 Annual General Meeting and to authorize the discipline of their right to poll. (Individual shareholders) (corporate shareholders) Shareholder Account Number: Shareholder Account Number: Number of shares: Number of holdings: his signature: Legal Unit (stamp): Client ID Number: Legal Representative Signature: Signature trustee: Trustee Signature: Trustee ID number: Trustee ID number: Date DATE (newspaper clippings and a duplicate of this Power of Attorney is valid) It is hereby announced the development of agricultural resources in the Board of Directors Ken April 26, 2011 Attachment: Annex views of neutral directors: views of independent directors on the inspect reports of non-standard measures to eliminate the material to the negative impact of the company, mainly protecting the legitimate rights and interests of minority shareholders. independent directors on the : 1, according to Ken Agricultural Resource Development Co. in the independent directors to escalator the security situation and the relevant information before disclosure of the company, uncovered in this annual report security issues related with the case of lifting of matter-of-fact, full and complete disclosure. 2 company of the fourth meeting of the Board 8 passed the thereby increasing its continued viability. 3, for added security risks, we necessitate the company to strengthen the new security control, to intend characteristic, targeted control measures to reduce the security risk of middle peasants resources. independent directors on Specific changes in accounting policy note and independent observations: three independent directors on the company's accounting policy changes and independent counsel of special note: the mentor on the company's accounting policy changes and independent advice in particular 1, the company in accordance with the Ministry of Finance issued Accounting Standards No. 4 of the notice . 2, coincided that Wang Yufu one independent attitude on the designation, because the company's second-largest shareholder of the original shares have been transferred, according to the conference of the Board of Directors of candidates, that the Directors of candidates have been issued in accordance with the provisions of the relevant commitments and declarations. more selection, the agenda meet the Company Law Director: Mo Ping, Yang Guang, Ken Kwok Man Gang Ren Dapeng Agricultural Resource Development Co. in the foreign investment management system to regulate the Chapter I General Provisions Article Ken Agricultural Resource Development Co. (the strengthen the company's external investment management, obstruction of foreign investment risk, ensure the safety of foreign investment and improve the efficiency of foreign investment, maintaining the interests of companies and investors, in accordance with and the company the purchase of the shares held by other legal persons or additional companies, capital increase, which carried out by holders of other equity investments; (b) portfolio investment, is a company's stock transfer activities through the stock interchange trading of listed securities and the purchase of funds, treasury bonds, corporate bonds and other derivative investments carried out by category; (c) trust management, entrusted loans, investments in subsidiaries (the main business to inflate production scale, or to stretch the industrial fetter for the purposes of the investment); ( d) laws and regulations in other foreign investment. third of foreign investment should follow the elementary principle: meet the company's development strategy and improve the competitiveness of the company, the rational allocation of corporate resources, and subserve optimal fusion of elements to build a agreeable economy benefits. fourth According to the management of the relevant requirements of investment behavior, investment projects have to be reported to government authorities, and shall perform the needful permission programs to ensure that the investment behavior of corporate legal obedience, in line with citizen economic policy. Article V of the system is appropriate to companies and altogether owned subsidiary company owned and holding subsidiaries (hereinafter referred to as subsidiaries) of all foreign investment behavior. Chapter II investment decision-making powers and procedures of Article VI of the General Assembly, the shareholders of foreign investment in the company's highest decision-making bodies; Board of Directors in the referred to as subsidiaries) not accept of foreign investment. If the proposed subsidiary,doudoune moncler, foreign investment, should the program and related materials to the first company to act in the company backward the statutory procedures and approval by the subsidiary implementation. Article VIII of foreign investment from the company proposed to to be implemented through the functions of management issues related to the content of the project submitted to major investments, acquisitions, asset restructuring, capital operation, the aim of wealth management and other projects, the elementary situation of partners and other relevant information. Article investments trial. According to the tangible situation of investment projects, companies may build a project group, the project first example, whether the investment projects invariable with citizen laws, regulations and policy documents relative to the basis of whether the company's development tactics, financial and economic indicators of whether the return on investment requirements, whether it helps improve the company's competitiveness, comprehensive inquiry and appraisal, and the formation of the project prefatory report and a prim suggestion. Article XI investment reiterate. project, general manager of the audit traditions for office will be convened and chaired by the general manager, general manager's office, first instance by the Project Working Group on the project and provided through the project report and prim proposal for prelude debate only after the board through the submission of a formal proposal. Article XII investment project approval. to the general manager of the project office will be vetted and approved, According to the amount of investment or assets involved in the board of directors or submit shareholder approval before their implementation. Rules of Procedure of the Board determination by the Board. If the Board considers it necessary, could be entrusted to the Board Strategy Committee be queried to review the project and make recommendations, The Board considered and manner to a resolution. Article XIII investment project. major investment matters considered by the board of directors or shareholders of the General Assembly essential the approval of the disc. Article XIV of foreign investment projects involving the company's assets absence to audit assessments, should engage in securities business eligible audit rating agencies appraise the relevant asset audit; involving publish of shares, issuance of convertible bonds, premonitory asset restructuring be reported to the China Securities Regulatory Commission review, approval,moncler sito ufficiale, and should also comply with the provisions of China Securities Regulatory Commission's decision to approve procedures; such as property rights related to changes in state-owned assets should be consistent with the decision-making state-owned assets, changes in property rights procedures. investment in the implementation and management of the third part the implementation and management of investment in Article XV, general manager of foreign investment is the person responsible for implementation of the program. responsible people on the implementation of investment projects, financial, and matter for the overall intending, organizing, monitoring, and timely report on progress to the Board, recommendations made for adjustments and so on. Article XVI of foreign investment of investment must be accountability. investors bear the investment management duty for projects implementation of the project bear the main liability for the operation of investment projects. manifold subsidiaries the implementation of the project management heart, appliance price control centers and profit centers. the company through strategic planning, allowancing and investment management and bringing the directors, supervisors, main financial commander of supervision of the subsidiary. Article XVII of foreign investment to implement the project legal person liability system. construction projects project legal person responsibility system of legal persons for the project by the project planning, financing, construction and implementation, production and management, debt and increasing the worth of all assets process is responsible. Article XVIII management and monitoring the implementation of investment projects. companies should strengthen management and supervision of investment, risk prevention, bear the investment of assets increase the amount of responsibility. the legal person in dictate of the construction project management, project start-up and implementation process the company of the project quality, timetable, cost control the whole process of monitoring and trailing. major investment projects by the company mobilized a special working group to implement a special inspection to help solve the problems in project implementation to ensure quality and progress of project implementation. Article XIX construction projects for foreign investment projects, to ensure construction quality, retention construction money, reduce production costs, should the project tendering and bidding construction management, commanding should be the portion of citizen laws and regulations and relevant regulations. Diershitiao investment project implementation process, the general manager of investment programs base significant omissions in the implementation of the project significant changes in the external environment or by compel majeure that could guide to investment failure, should the Board report; Board of Directors as the case judged to modify the investment program, change or termination. general meeting of shareholders approved investment projects, its investment program to adjust, change or cancel the provisional shareholders meeting to be held to consider. Article an investment project is completed, according to the relevant provisions of the company for approval appraisal of investment projects, andRelated articles：
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