Shanghai Chaori Solar Energy Technology
Co., Ltd. (hereinafter referred to as the "Company") thirty-fourth
meeting of the second session of the Board of Directors on December 21, 2012 by
telephone notice to all directors and company meeting on December 26, 2012
chamber convened. The meeting should attend the nine directors, seven actual
attendance of directors, chairman of Mr. Nikai Lu, commissioned by the
director, Ms. Ni Na Director Mr. Tao Ran participate in the meeting and vote.
The meeting was chaired by the director of Mr. Tao Ran, meeting and voting
procedures comply with the relevant provisions of the "Law of the People's
Republic of China" and other laws and regulations and the articles of
association of the company, legitimate and effective. Consideration by the
directors participating in the meeting, a written vote to adopt the following
resolution:
First, the meeting agreed to six votes, 0
votes against, and 3 abstentions, the vote results, examined and approved the
motion for appointment as the company's general manager, Mr. Zhang Yuxin.
Shanghai Chaori solar panel Energy Technology
Co., Ltd. (hereinafter referred to as the "Company"), the Board
received the application for resignation resigned from the position of general
manager of the company Nikai Lu, chairman and managing director, Mr.. In
accordance with the needs of the company's business situation, to further
improve the management level, the need to adapt to the rapid development of the
company's business, it is proposed to appoint Mr. Zhang Yuxin served as general
manager of the company.
The directors of the Company, Mr. Gu
Chendong, independent directors the Miss Cui Shaomei and independent directors
Miss Xie Wenjie abstained from voting on the motion.
Directors of Mr. Gu Chendong of abstention,
as follows: Zhang Yuxin biographical Board failed to provide, Zhang Yuxin
business enterprises the ability to not judge, based on the principle of
prudence, abstain from voting.
Independent directors the Miss Cui Shaomei
and the Miss Xie Wenjie abstained reasons: On the day of the meeting was
attended not Mr. Zhang Yuxin any background documents received after their
resume Chaori Solar Energy Technology Co., Ltd. in Shanghai, with Shanghai
Solar Technology shares Limited Office of the Board of Directors verification
related issues are not yet definite answer (the post of several companies is
not suitable as a general manager candidate), only based on the verification of
existing documentary material, as General Manager of the appointment of Mr.
Zhang Yuxin matters unable to clearly judge to abstain from voting.
Notice is hereby given.
The Shanghai
December 27, 2012
Annex: Zhang Yuxin resume
A Mr. Zhang Yuxin: born in December 1980,
the Chinese national with no right of abode overseas. He graduated from the
University of Cologne, Germany, the bachelor's degree. Worked in Kunshan City
Business Daily, Kunshan Hua Ming Automobile Sales & Service Co., Ltd.,
Kunshan Fu Yu Investment Co., Ltd., is currently served Yuan Real Estate Co.,
Ltd., chairman Kunshan, Kunshan Yuantai Venture Capital Co., Ltd., chairman,
Shi Kete photoelectric Materials (Kunshan) Co., Ltd., Kunshan light wing
Photovoltaic Technology Co., Ltd., chairman, chairman of the board of Suzhou
billion Jiang software Co., Ltd..
With the directors of the Company, Ms. Ni
Na marital relations, the company's chairman, Mr. Nikai Lu's son-in-law, with
the relationship does not exist between the other directors, supervisors,
senior management and core technical staff. Good personal credit history has
never been subject to administrative punishment of the China Securities
Regulatory Commission and the Stock Exchange of publicly condemned, does not
exist the qualifications provisions on directors, supervisors and senior
management's behavior in violation of national laws and regulations, in line
with the Companies Act and other related laws provisions on the qualifications
of the directors, supervisors and senior management of listed companies. It
does not hold shares of the company.
Shanghai Chaori Solar Energy Technology
Co., Ltd.
Independent opinion of the thirty-fourth
meeting of the second session of the Board of the independent directors of the
company related matters
Shanghai Chaori Solar Energy Technology
Co., Ltd. (hereinafter referred to as the "Company"), the
thirty-fourth meeting of the second session of the Board held on December 26,
2012. I, as the company's independent directors, according to the relevant
provisions of China Securities Regulatory Commission, "guidance" on
the establishment of an independent director system in listed companies, the
Shenzhen Stock Exchange SME board listed companies standardize operational
guidelines "are hereby the Shanghai solar
cell Technology shares Limited
changes related to matters of general manager issued the following independent
advice:
Independent opinion on the general manager
to resign
Company chairman and general manager the
Nikai Lu resigned as general manager of the company for personal reasons, Mr.
duties, remains as the company's chairman of the board. In my opinion, comply
with the Companies Act and the provisions of the Articles of Association of the
Company of his resignation. The Board of Directors decided to appoint Mr. Zhang
Yuxin, general manager of the company, presided over the company's day-to-day
production and operation management, Mr. Nikai Lu's resignation will not have a
significant impact on the day-to-day operation and management of the company.
Based on independent judgment the Nikai Lu Mr. resigned as general manager of
the company on matters agreed.
Independent opinion on the appointment of the
general manager
After verification, Mr. Zhang Yuxin does
not exist the circumstances provided for in section 147 of the Companies Act,
and may not serve as directors of the Company under the Company Law of the
People's Republic of China
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