晨鸣纸业2005年第一次临时股东大会决议公告（英文版）

Stock ID: Chenming Paper， Chenming B， Stock Code: 000488 200488Bond ID: Chenming Bond， Bond Code: 125488， Announcement No. 2005-027

SHANDONG CHENMING PAPER HOLDINGS LIMITED

Resolutions of the 1st Provisional Shareholders’ Meeting 2005

The members of the Board and the Company acknowledge being responsible for the

truthfulness， accuracy， and completeness of the announcement. Not any false record，misleading statement or significant omission carried in this announcement.I. Important Statement

No proposal has been modified， denied， or added during the holding of shareholders’meeting.II. Regular information of the meeting

1. Time/date: 9:30 AM of October 25， 2005

2. Venue: Meeting room on the 3rd floor of Chenming Hotel

3. Term of voting: vote on site

4. The holder: The Board of Directors of Shandong Chenming Paper Holdings Co.， Ltd.

5. Host: Chairman Chen Hongguo

6. The meeting was complying with the Company Law， Rules of Share Listing， and

the Article of Association

III. Particulars about the delegates presented the meeting

1. General situation

11 shareholders (proxies) representing 447，821，639 shares and account for 33.085%

of the overall capital shares.

2. Public shareholders presented the meeting

8 public shareholders representing 8，245，645 representing 2.284% of the overall

public shares.

3. Particulars about the foreign shareholders presented the meeting

2 foreign shareholders (proxies) presented the meeting， representing 16，432，818

shares， accounted for 2.948% of the total foreign shares.IV. Examining and voting

(I) The proposal about issuing of short-term bonds in year 2005.Short-term bond is a kind of value carrying bonds issued by non-financial legal

entities in the People’s Republic of China， under the conditions and procedures set outby “The Rules of Short-term Bonds”， to the inter-bank bond market， and bought backin a certain period of time.On May 24th 2005， the national bank issued “The Rules of Short-term Bonds” and the

accessory documents titled “The Procedures of Short-term Bonds Consigning” and

“Information Disclosing Regulations of Short-term Bonds”. It allows qualified

enterprises to issue short-term bonds to qualified investors in the inter-bank bond

market.The Company is fully qualified according to the above documents. As decided， the

Company will apply to People’s Bank of China for issuing of up to RMB600 million

of short-term bonds inside China. The proceeds will be used to reinforce the current

capital of the Company. The bond will be expired in 1 year. The major consignee will

be the group of banks led by China Everbright Bank. As predicted， the expense/capitalratio will be around 2.92%. If the issuing is carried out successfully， some RMB9.6million of financial expenses will be saved.The Shareholders’ Meeting fully empowers the Board of Directors to verify against

the authorities’ opinion and related regulations and proceed with the issuing of

short-term bonds.

1. Overall voting

447，821，639 shares affirmative ， takes 100% of the overall shares on the meeting;

0 shares objection， takes 0% of the overall shares on the meeting; 0 shares waive，takes 0% of the overall shares on the meeting.

2. Public shareholders’ voting

8，245，645 shares affirmative ， takes 100% of the public shares on the meeting; 0

shares objection， takes 0% of the public shares on the meeting; 0 shares waive，takes 0% of the public shares on the meeting.

3. Foreign shareholders’ voting

16，432，818 shares affirmative ， takes 100% of the foreign shares on the meeting; 0

shares objection， takes 0% of the foreign shares on the meeting; 0 shares waive，takes 0% of the foreign shares on the meeting.

4. Result of the voting: the proposal was passed.

(II) The proposal about changing of directors

It has been approved that Mr. Dong Jianwen will resign from the position of director

due to changing of job.Mr. Xing Fangtong will take the place of the director till the expire of the 4th term of

Board.

Profile: Mr. Xing Fangtong 39 of age， CCP member， high school graduate. Joined the

Company in 1984， use to in the positions of section chief， chief of workshop， general

manager and chairman of Chibi Chenming Paper Co.， Ltd. Currently he is thechairman of Shandong Chenming Paper Group Qihe Paper Board Co.， Ltd.

1. Overall voting

447，821，639 shares affirmative ， takes 100% of the overall shares on the meeting;

0 shares objection， takes 0% of the overall shares on the meeting; 0 shares waive，takes 0% of the overall shares on the meeting.

2. Public shareholders’ voting

8，245，645 shares affirmative ， takes 100% of the public shares on the meeting; 0

shares objection， takes 0% of the public shares on the meeting; 0 shares waive，takes 0% of the public shares on the meeting.

3. Foreign shareholders’ voting

16，432，818 shares affirmative ， takes 100% of the foreign shares on the meeting; 0

shares objection， takes 0% of the foreign shares on the meeting; 0 shares waive，takes 0% of the foreign shares on the meeting.

4. Result of the voting: the proposal was passed.

V. The Lawyers’ Opinion

1. Name of the lawyer firm: Beijing Haotian Law Firm

2. Name of the lawyer: Mr. He Qiuping

3. Conclusive opinion: The calling and holding of the shareholders’ meeting，qualification of delegations， the voting procedures and the results of the votingwere legal and valid.The above is for the attention of the shareholders.

SHANDONG CHENMING PAPER HOLDINGS LIMITED

October 25， 2005