TDG Holding Co., Ltd. Board of Directors resolution, four fifteenth announcement (part 1)

TDG Holding Co., Ltd. Board of Directors resolution, four fifteenth announcement (part 1)




TDG Holding Co. four fifteenth meeting of the Board informed on January 30, 2010 by fax, e-mail and written forms will be issued. Meeting at 9:30 on February 10, 2010 at the Sunny Hotel Jiaxing held, the meeting should go to the director of 9 is really the Board of Directors 9, company supervisors and senior managers attended the meeting. Mr. Pan Jianqing, chairman of the meeting presided over by the company. The convening of the meeting the Board of Trustees in line with the "Company Law", "articles of incorporation" and the relevant laws and regulations. After the meeting of directors carefully considered and fully discussed, the meeting considered and adopted by secret ballot of the following resolution:

1, reviewed and approved the formation of Zhejiang invested 9 million yuan Yu could Photovoltaic Technology Integration Company's motion;

By TDG Holding Co., Ltd. (hereinafter called "Company"), Haining willy Trading Co., Ltd. (hereinafter, "Henin-Hardenne willy"), Zhejiang Xing Branch Technology Development Investment Co., Ltd. (hereinafter called "Xing Branch Technology"), Shanghai Tianying Investment and Development Co., Ltd. (hereinafter called "Tian Ying investment") and foreign shareholders, Mr. Ling Zhimin (U.S. citizen), Mr. Luo Yuhao (Chinese nationals holding U.S. long-term residence permit) to establish and operate a joint venture joint venture Zhejiang Yu can be integrated photovoltaic technology Limited (referred to as "Yu can PV"). The company's total investment of 6,800 million yuan, registered capital of 42.85 million yuan, of which: the company cash contribution of RMB 9 million yuan, accounting for 21.0035% of the registered capital; Haining willy cash contribution of RMB 8 million yuan, accounting for the registered capital of of 18.6698%; hing branches of technology, invested 8 million yuan RMB in cash, accounting for 18.6698% of the registered capital; days yuan in cash investments to earnings invested 500 million yuan, accounting for 11.6686% of the registered capital; foreign shareholders, Mr. Ling Zhimin, Mr. Luo Yuhao its own proprietary technology funding, respectively, equivalent to 6.68 million yuan or 617 million of the total registered capital of 15.5893% and 14.3991%. The company specializes in solar micro-inverter and system integration.

Yu can be agreed, as other investors on behalf of photovoltaic (including the Company) and the days of surplus investment, Xingke Science and Technology signed the "investment cooperation agreement."

Tianying investments due to the controlling shareholder of Zhejiang Tianli Industry & Trade Co., Ltd. (hereinafter called "Tian Li Industry and Trade"), Tianli Trade and Industry Department of the Company's shareholders, holding 8.06% stake in the company, the actual control of people-centered the actual control of the company, Chairman and Mr. Pan Jianqing, so this joint venture constitutes a connected transaction. The director and vice president, Mr. Li Mingsuo for Tianli Industry and Trade of the chairman, director and vice president, Mr. Yao Yue Tianli Industry and Trade holds 1.2% of the shares, so the directors Mr. Pan Jianqing, Mr. Li Mingsuo, Mr. Yao Yue-based motion associated with directors. The company's related-party transactions have been approved by independent directors.

Vote: 6 votes agree, 0 votes against and 0 abstentions. Association of directors Mr. Pan Jianqing, Mr. Li Mingsuo, Mr. Yao Yue to avoid a vote.

2, regarding the days pass Jicheng owned subsidiary of the Bank of China Machine Technology Co., Ltd. for 15 million yuan loan to provide credit guarantee provider's motion;

Vote: 9 votes agree, 0 votes against and 0 abstentions.

3, considered and adopted the "company directors, supervisors and senior management ownership and change management system", see SSE website: www.sse.com.cn;

Vote: 9 votes agree, 0 votes against and 0 abstentions.

4, considered and adopted the "insider's insider information management system", see SSE website: www.sse.com.cn;

Vote: 9 votes agree, 0 votes against and 0 abstentions.

5, considered and adopted the "company to manage the use of external information system", see SSE website: www.sse.com.cn.

Vote: 9 votes agree, 0 votes against and 0 abstentions.

Is hereby announced.

TDG Holding Co., Ltd. Board of Directors

2010.02.10



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