PDF《江西铜业股份有限公司》

5. the proposed fees and year-end bonus to directors and senior management, fees to supervisors and allowance to independent non-executive directors were approved. Details of such fees, bonus and allowance will be disclosed in the annual report of the Company for the year 2005;

6. a resolution regarding the change of company secretary was passed. Mr. Huang Dongfeng has resigned as the secretary of the Company in the People'

s Republic of China with effect from

19 April 2006. The Board wishes to thank Mr. Huang for his contribution to the Company during his services. The Board confirms that there is no disagreement between the Board and Mr. Huang and there is no other matter regarding his resignation which needs to be brought to the attention of the shareholders of the Company. The Board wishes to further announce that Mr. Pan Qifang has been appointed as the secretary of the Company in the People'

s Republic of China with effect from

19 April 2006;

7. a resolution regarding the re-appointment of Deloitte Touche Tohmatsu Certified Public Accountants Ltd. as domestic auditors and Deloitte Touche Tohmatsu as international auditors of the Company for the year 2006, and the authroisation of the Board to determine their remuneration, was approved and agreed to submit to the shareholders for approval at the AGM;

8. the profit appropriation plan for the year ended

31 December

2005 was approved. The profit appropriation plan will be submitted to shareholders for approval at the AGM;

9. the business operation plan of the Company for the year

2006 was approved;

10. the advance of an aggregate amount of RMB7,600,000 to JCC - Yezhi Copper Foil Company Limited, a subsidiary of Jiangxi Copper Corporation, the controlling shareholder of the Company, was approved, ratified and confirmed. Such advance was fully repaid on

13 March, 2006;

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3 ― 11. a resolution to give a general and unconditional mandate to the Board to issue new H Shares of not more than 20% of the total H Shares in issue as at the date of AGM was approved. Details of the proposed issue will be set out in the notice of AGM and it was agreed to submit to the shareholders for approval at the AGM;

12. the proposed amendments to the Articles of Association of the Company were approved and the Board agreed to submit the amendments to the shareholders for approval by special resolution at the AGM. Details of the proposed amendments to the Articles of Association will be set out in the Circular;

and 13. the convening of the AGM for the year

2005 and the relevant documentation for convening of the AGM were approved. THE 7TH MEETING OF THE THIRD SESSION OF THE SUPERVISORY COMMITTEE The seventh meeting (the Supervisory Meeting ) of the third session of the supervisory committee of the Company (the Supervisory Committee ) was convened on

19 April,

2006 at the 2nd Floor of the Company'

s office building. There were five supervisors present at the Supervisory Meeting. The convening of the Supervisory Meeting complied with the Company Law of the People'

s Republic of China and the provision of the Articles of Association. The Supervisory Meeting was chaired by Mr. Wang Maoxian (Chairman of the Supervisory Committee) and the following resolutions were unanimously passed : 1. the Supervisory Committee report for the year

2005 was considered and approved, and will be submitted to shareholders for approval at the AGM;

2. the

2005 annual report and its summary were considered and approved, and will be submitted to shareholders for approval at the AGM;