It was decided at the seventh meeting of the Fourt

The seventh meeting of the Fourth Board of directors of Shantui Co., Ltd. decided that the seventh meeting of the Fourth Board of directors of Shantui Co., Ltd. decided that the company and all members of the board of directors guarantee the authenticity, accuracy and integrity of the contents of the announcement, and are jointly and severally responsible for the false records, misleading statements or major omissions of the announcement. The seventh meeting of the Fourth Board of directors of Shantui Construction Machinery Co., Ltd. was held in Shantui building on the afternoon of April 20, 2003

the company and all members of the board of directors guarantee that the contents of the announcement are true, accurate and complete, and are jointly and severally liable for false records, misleading statements or major omissions in the announcement

the seventh meeting of the Fourth Board of directors of Shantui Construction Machinery Co., Ltd. was held in the conference room on the fourth floor of Shantui building on the afternoon of April 20, 2003. There were 12 directors who should attend the meeting, and 9 directors actually attended the meeting. Director Dong Ping, director Jiang Kui and director Ji Guangjin respectively entrusted director Wang Qiang, director Zhang Xiuwen and director Xu Guangyi to exercise their voting rights on their behalf. Supervisors and senior managers of the company attended the meeting as nonvoting delegates. The meeting was held in accordance with the relevant provisions of the company law and the articles of association. The meeting reviewed and passed the following resolutions:

first, the company's first quarter report in 2003 was reviewed and approved

II. The proposal on selling part of the equity of Shandong Shantui construction machinery complete equipment Co., Ltd. was reviewed and passed; According to the needs of market operation, it is decided to transfer part of the equity of Shandong Shantui construction machinery complete equipment Co., Ltd. (hereinafter referred to as "Shantui complete equipment company") held by the company. On April 19, 2003, the company signed the equity transfer agreement on this equity transfer with nine Shantui sales agents such as Anhui Wuhu Wangye material Trade Co., Ltd., the offtaker, and Mr. Wang Jianping, Mr. Sui Shaoqiang, and Mr. Liang Hairong

Shantui complete set company was established in 1999 with a registered capital of 10million yuan. Its business scope includes the sale of main machines and accessories of excavators, bulldozers, loaders, bulldozers, scrapers, road rollers, construction machinery, rental overhaul, technical services, the sale and overhaul of industrial and mining machinery, construction machinery, petrochemical machinery, agricultural machinery and tools. The company invested 9million yuan in cash, and the noise of this equipment is very low, Accounting for 90% of its total share capital. As of December 31, 2002, the audited net assets of Shantui complete set company was 38.8404 million yuan, and the assessed value was 35.4927 million yuan

through friendly negotiation between all parties, the company agreed to transfer its 39% equity of Shantui complete set company to nine Shantui sales agents such as Anhui Wuhu Wangye material Trade Co., Ltd. and Mr. Wang Jianping, Mr. Sui Shaoqiang and Mr. Liang Hairong, with the transfer price of 13.8421 million yuan. The off takers promised to remit the transfer price of 13.8421 million yuan to the designated account of the company at one time before May 18, 2003

after the completion of this equity transfer, the company holds 51% of the equity of Shantui complete set company

in addition, Shandong Shantui construction machinery import and Export Co., Ltd., the holding company of the company, transferred its 10% equity of Shantui complete sets company to zhengzhenjiang, houyijiang and other operating groups of Shantui complete sets company, with the transfer price of 3.5493 million yuan

III. The proposal on additional investment in Shandong Shantui construction machinery import and Export Co., Ltd. was reviewed and passed

agree to increase the registered capital of Shandong Shantui construction machinery import and Export Co., Ltd., the holding company of the company, from 10million yuan to 30million yuan. The new investment of the company is 20million yuan. After the capital increase of Shandong Shantui construction machinery import and Export Co., Ltd., the proportion of the company in its total share capital increased to 96.67%

IV. the proposal on additional investment in Qingdao dongbishantui Machinery Co., Ltd. was reviewed and passed

agree to increase the registered capital of Qingdao dongbishantui Machinery Co., Ltd., a joint-stock company of the company, from 50million yuan to 60million yuan. The new investment of the company is 3million yuan. After the capital increase of Qingdao Dongbi Shantui Machinery Co., Ltd., the company still accounts for 30% of its total share capital

v. the proposal on the establishment of Shandong Shantui construction machinery Park Co., Ltd. was reviewed and passed

decided to jointly establish Shandong Shantui construction machinery Park Co., Ltd. with Shandong Shantui Machinery Co., Ltd. The registered address of the proposed company is Jining high tech Industrial Development Zone, Shandong Province, China; The business scope includes maintenance and repair of mechanical equipment and public facilities, property management, logistics management, leasing, etc; The registered capital is 38million yuan, of which the company contributed 30.1192 million yuan in cash, accounting for 79.26% of the registered capital, and Shandong Shantui Machinery Co., Ltd. contributed 7.8808 million yuan with land use rights, accounting for 20.74% of the registered capital

as the controlling shareholders of the company and Shandong Shantui Machinery Co., Ltd. are separately ε- CL is also Shandong Construction Machinery Group Co., Ltd. according to the relevant provisions of the Shenzhen Stock Exchange Stock Listing Rules, this investment behavior constitutes a related party transaction. During the voting of this proposal, the related directors Dong Ping, Zhou Qingting and Han Limin avoided voting, while 9 non related Directors voted and 9 agreed

for this reason, the independent directors of the company also issued independent opinions: the related party transaction is fair and has many and reasonable reasons, which is conducive to the interests of the listed company and all shareholders. The related party transaction did not damage the interests of the company and other shareholders, especially the medium and small shareholders and non related shareholders. The voting procedures of this connected transaction comply with relevant regulations

the registered address of the related party Shandong Shantui Machinery Co., Ltd. is Shantui building, Jining Development Zone, with a registered capital of 10million yuan, the legal representative is Mr. Zhou Qingting, and the business scope is the development, production and sales of construction machinery hosts and accessories

development, production and sales of electronic and electrical products for construction machinery; Agricultural machinery host and accessories; estate management; Construction machinery leasing services; Construction machinery raw materials

this transaction needs to be approved by the general meeting of shareholders of the company, and the related person who has an interest in the related transaction waives the right to vote on the proposal at the general meeting of shareholders

VI. the proposal on convening the first extraordinary general meeting of shareholders of the company in 2003 was reviewed and passed

the board of directors of the company decided to convene the first extraordinary general meeting of shareholders in 2003 at 8:00 a.m. on May 28, 2003. See the notice on convening the first extraordinary general meeting of shareholders in 2003 of the company for relevant matters

Shantui Construction Machinery Co., Ltd.

board of directors

April 20, 2003

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