PDF《浙江升华兰德科技股份有限公司》

31 December 2018;

293,421,170 (100%**)

0 (0%**) 4. To consider and approve the profit after taxation appropriation plan and final dividend distribution plan for the year ended

31 December 2018;

293,421,170 (100%**)

0 (0%**) 5. To consider and approve the financial report for the year ended

31 December

2018 and the financial budget report for the year ending

31 December 2019;

293,421,170 (100%**)

0 (0%**) 6. To consider and approve the re-appointment of SHINEWING (HK) CPA Limited as the auditor of the Company to hold office until the conclusion of the next annual general meeting and to authorise the Board to fix their remuneration;

293,421,170 (100%**)

0 (0%**)

3 Ordinary Resolutions Number of Votes (%) For Against 7. To consider and approve the appointment of Mr. Lu Weifeng (卢伟锋) as the Supervisor for a term from the date of the AGM to the expiry date of the term of office of the current Supervisory Committee at the remuneration to be determined by the Board with reference to his responsibilities and performance of duties to the Company and the Board be and is hereby authorised to implement the terms of his service contract;

293,421,170 (100%**)

0 (0%**) 8. To consider and approve the appointment of Ms. Shen Xiaofen (沈小芬) as the Supervisor for a term from the date of the AGM to the expiry date of the term of office of the current Supervisory Committee at the remuneration to be determined by the Board with reference to her responsibilities and performance of duties to the Company and the Board be and is hereby authorised to implement the terms of her service contract;

293,421,170 (100%**)

0 (0%**) Special Resolutions Number of Votes (%) For Against 9. To consider and approve: (1) the change of the business scope of the Company (details of which are set out in the Circular);

and (2) the corresponding proposed amendment to the Articles of Association (details of which are set out in the Circular), and the Directors be and are hereby authorised to do all such acts, deeds and things and execute all documents they consider necessary or expedient to give effect to the aforesaid amendment to the Articles of Association;

293,421,170 (100%**)

0 (0%**) 10. To give a general mandate to the Board to place and/ or issue additional Shares not exceeding the 20% Limit (as defined in the notice of the AGM dated

21 March 2019) and authorise the Board to make corresponding amendments to the Articles of Association as it thinks fit so as to reflect the new capital structure upon the placing and/ or issue of additional Shares. 293,421,170 (100%**)

0 (0%**) ** The percentage of voting Shares is based on the total number of Shares held by the Shareholders who voted at the AGM in person or by proxy.

4 As more than 50% of the votes were cast in favour of each of the resolutions numbered

1 to 8, all these resolutions were duly passed by the Shareholders as ordinary resolutions. As more than two-thirds of the votes were cast in favour of the resolution numbered

9 and 10, the said resolutions were duly passed by the Shareholders as special resolutions. CHANGE OF THE SUPERVISORS The Board announces that, with effect from the close of the AGM on

6 May 2019, due to their other work engagements, Mr. Chen Jian ( 陈剑) and Mr.Yu Hui ( 俞汇) have resigned as the Supervisors (the "Outgoing Supervisors"). Mr. Chen Jian (陈剑) has resigned as the chairman of the Supervisory Committee with effect from

6 May 2019. As at the date of this announcement, each of the Outgoing Supervisors has confirmed that, he has no disagreement with the Board and/or the Supervisory Committee, and that there was no other matter in relation to his resignation that needed to be brought to the attention of the Shareholders. The Board and the Supervisory Committee would like to take this opportunity to express their sincere appreciation to the Outgoing Supervisors for their contribution to the Company in the past. The Board announces that Mr. Lu Weifeng (卢伟锋) and Ms. Shen Xiaofen (沈小芬) have been appointed as the Supervisor and Mr. Lu Weifeng (卢伟锋) has been appointed as the chairman of the Supervisory Committee with effect from