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Statement of Panda Fireworks Group Co., Ltd.
The notice of the 11th meeting of the third board of directors of Liuyang Fireworks Co., Ltd. in Hunan Province was delivered to all directors by email, fax and express delivery on February 20th, 2007. The meeting was held on February 29th, 2007 10: 30 in the conference room of Hunan International Film and Television Exhibition (Center) Hotel. The meeting shall be presided over by Zhao Weiping, the chairman of the board, and shall be attended by 9 directors. Among them, independent directors Wei Minghai and Lan Hailin entrusted independent director Wang Guoshun to attend the meeting and vote, and director Shan Chao entrusted Dong Shixiao to attend the meeting and vote. Comply with the relevant provisions of the Company Law and the Articles of Association. Supervisors and senior managers attended the meeting as nonvoting delegates. Deliberating and passing at the meeting: voting result: 9 votes in favor, accounting for 65,438+000% of the votes present at the meeting, 0 votes against and 0 votes abstained.

During the establishment of the company, Liuyang Finance Bureau (hereinafter referred to as "Finance Bureau"), as the initiating shareholder, injected 70. 1 mu of industrial land (hereinafter referred to as "industrial land") located in Liuyang Biomedical Industrial Park (now known as Changsha National Bio-industrial Base) into the company in the form of capital contribution. However, due to property rights disputes, it still cannot be used normally after years of coordination. This issue has attracted great attention from investors and regulatory authorities. Hunan Provincial Supervision Bureau of China Securities Regulatory Commission has also issued a supervision letter on this issue, urging the company to solve it as soon as possible.

In August, 2007, taking the Liuyang Municipal Government's plan for the construction of Liuyang Fireworks Sales and Exhibition Center and the company's headquarters as an opportunity, the Finance Bureau, after repeated consultations with the company, formed a third scheme in the form of industrial park land to offset the company's land acquisition, which was signed in Liuyang on August 28, 2007 and announced in the form of a formal agreement on August 30, 2007.

Due to the uncertainty of the above scheme, the company and Liuyang Finance Bureau reached an intention through further consultation. If both parties fail to sign the land use agreement to start the replacement work before February 29th, 2008 for any reason, Liuyang Finance Bureau will pay the land price in cash in two installments according to the land evaluation price of the industrial park before March 3rd, 20081,and finally solve this problem. The company will sign a supplementary agreement with Liuyang Finance Bureau on the scheme of paying the land price in cash and strictly implement it. Voting results: 5 votes in favor, accounting for 65,438+000% of the votes present at the meeting, 0 votes against and 0 votes abstained.

Note: In the above second proposal, Director,, Yang, and Shan Chao are related parties, so they abstained from voting.

For details, please refer to Announcement on Related Party Transactions of Product Trademark Use Right. Voting result: 9 votes in favor, accounting for 100% of the votes present at the meeting, 0 votes against and 0 votes abstained.

For details, please refer to the Proposal on Changing Some Raised Funds to Supplement Working Capital. Voting result: 9 votes in favor, accounting for 100% of the votes present at the meeting, 0 votes against and 0 votes abstained.

Taiyuan Panda Fireworks Co., Ltd. will form a joint venture with natural person Ganquan, mainly engaged in the wholesale sales of fireworks and firecrackers. Its registered capital is RMB 8 million, and Liuyang Fireworks contributes RMB 4.4 million, accounting for 55% of the registered capital of the joint venture company. The natural person Gan Quan contributed 3.6 million yuan, accounting for 45% of the registered capital of the joint venture company. The total planned investment of this project is 8 million yuan, which is expected to be used for building warehouses, purchasing transportation equipment and other related facilities and the company's operating funds. At present, the preparatory work of Taiyuan Panda Fireworks Co., Ltd. has been completed, and the exclusive license for fireworks and firecrackers is under examination and approval. See the website of Shanghai Stock Exchange for details.

Voting result: 9 votes in favor, accounting for 100% of the votes present at the meeting, 0 votes against and 0 votes abstained. See the attachment for details.

Voting result: 9 votes in favor, accounting for 100% of the votes present at the meeting, 0 votes against and 0 votes abstained. See the website of Shanghai Stock Exchange for details.

Voting result: 9 votes in favor, accounting for 100% of the votes present at the meeting, 0 votes against and 0 votes abstained. See the website of Shanghai Stock Exchange for details.

Voting result: 9 votes in favor, accounting for 100% of the votes present at the meeting, 0 votes against and 0 votes abstained. See the website of Shanghai Stock Exchange for details.

Voting result: 9 votes in favor, accounting for 100% of the votes present at the meeting, 0 votes against and 0 votes abstained. See the website of Shanghai Stock Exchange for details.

Voting result: 9 votes in favor, accounting for 100% of the votes present at the meeting, 0 votes against and 0 votes abstained. See the website of Shanghai Stock Exchange for details.

Voting result: 9 votes in favor, accounting for 100% of the votes present at the meeting, 0 votes against and 0 votes abstained. Voting results: 8 votes in favor, accounting for 88.89% of the votes present at the meeting, 0 votes against and 65,438+0 votes abstained.

In view of the fact that Liuyang Fireworks Association has registered Liuyang Fireworks as a trademark name and enjoys the exclusive right to use the trademark, if our company wants to use the trademark of Liuyang Fireworks Association, it must be approved by Liuyang Fireworks Association and cannot be used exclusively; The word "Liuyang Fireworks" in the name of our company is similar to the above registered trademark, which is easy to cause ambiguity in the market. In order to build the company's own brand and make the company name more appropriately reflect the company's brand strategy, the company plans to change its name to "Panda Fireworks Group Co., Ltd." (subject to the approval of the administrative department for industry and commerce), and other licenses, articles of association and all company systems and documents of the original "Hunan Liuyang Fireworks Co., Ltd." will also be changed accordingly. Voting result: 9 votes in favor, accounting for 100% of the votes present at the meeting, 0 votes against and 0 votes abstained.

The Board of Directors of the Company accepted the requests of Mr. Wei Minghai and Mr. Lan Hailin to resign as independent directors due to work reasons. The resignation of the above two independent directors will take effect after the election of the next independent director at the company's general meeting of shareholders; During this period, they will continue to perform their duties as independent directors. The company thanks the independent directors Mr. Wei Minghai and Mr. Lan Hailin for their hard work during their tenure.

On the recommendation of the board of directors of the Company, the Nomination Committee now nominates Mr. Ethan and Mr. Shu Qiangxing as candidates for independent directors of the Company. Voting results: 9 votes in favor, accounting for 65,438+000% of the votes present at the meeting, 0 votes against and 0 votes abstained.

1. Meeting mode: combining on-site voting with online voting.

The company will provide an online voting platform for all shareholders through the trading system of Shanghai Stock Exchange, and shareholders can exercise their voting rights through the above system during the online voting time. The same voting right can only choose one of on-site or online voting methods. In case of repeated voting on the same voting right, the first voting shall prevail.