UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM N-PX
ANNUAL REPORT OF PROXY VOTING RECORD OF REGISTERED
MANAGEMENT INVESTMENT COMPANY
Investment Company Act file number: 811-6651
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The China Fund, Inc.
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(Exact name of registrant as specified in charter)
25 Franklin Street Boston, MA 02110
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(Address of principal executive offices)
Mary Moran Zeven State Street Bank and Trust Company
Secretary Daniel P. Bulger, Esq.
The China Fund, Inc. One Federal Street, 9th Floor
225 Franklin Street Boston, Massachusetts 02110
Boston, MA 02110
and
Leonard B. Mackey, Jr., Esq.
Clifford Chance U.S. LLP
31 West 52nd Street
New York, New York 10019
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(Name and address of agent for service)
Registrant's telephone number, including area code: 888-246-2255
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Date of fiscal year end: October 31
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Date of reporting period: June 30, 2004
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ITEM 1. PROXY VOTING RECORD
MGMG.
ISSUER TICKER SEDOL MEETING DATE BALLOT ISSUE PROPOSED BY VOTE CAST REC.
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Wanyou Fire Safety N/A 6548076 6-Oct-2003 1. Receive and approve the audited Issuer Abstain *
consolidated financial statements and the
reports of the Directors and Auditors of the
Company for the YE 31 MAR 2003
2 Declare a final dividend for the YE 31 MAR Issuer Abstain *
2003
3. Re-elect the retiring Directors of the Issuer Abstain *
Company and authorize the Board of Directors
to fix the remuneration of Directors of the
Company
4. Re-appoint the Auditors of the Company Issuer Abstain *
and authorize the Board of Directors to fix
their remuneration
5.1 Authorize the Directors of the Company, Issuer Abstain *
pursuant to the rules governing the listing of
securities on the Growth Enterprise Market of
The Stock Exchange of Hong Kong Limited, to
allot, issue and deal with additional shares
in the capital of the Company and to make or
grant offers, agreements and options
including warrants, bonds, notes and
other securities which carry rights to
subscribe for or are convertible into shares in
the Company during and after the relevant
period, not exceeding 20% of the aggregate
nominal mount of the issued share capital
Golden Meditech N/A 6430559 6-Aug-2003 1 Approve and adopt the audited consolidated Issuer Against *
financial statements of the Company and its
subsidiaries and reports of the Directors of
the Company and the Auditors for the YE 31 DEC
2003
2 Declare a final dividend for the YE 31 MAR Issuer Against *
2003
3 Re-elect the retiring Director Issuer Against *
4 Authorize the Directors to fix the Issuer Against *
Directors remuneration
5 Authorize the Directors to fix the Issuer Against *
Directors remuneration
6 Authorize the Board of Directors of the Issuer Against *
Company to allot, issue and deal with any
additional shares of HKD 0.10 each in the
Company or securities convertible or
exchangeable into shares and make or
grant offers, agreements, options, warrants or
similar rights during and after the relevant
period, provided that such amount does not
exceed 20% of the aggregate nominal amount of
the issued share capital
7 Authorize the Board to repurchase shares Issuer Against *
of the Company during the relevant period, on
The Growth Enterprise Market or The
Stock Exchange of Hong Kong Limited or any
other stock exchange on which the shares of
the Company have been or may be listed and
recognized by the Securities and Futures
Commission under the Hong Kong Code on share
repurchases for such purposes, subject to and
in accordance with all applicable laws and
regulations, at such price as the
Directors may at their discretion determine in
accordance with all applicable laws and
regulations, not exceeding 10% of the
aggregate nominal amount of the issued share
capital
Tack Fat N/A 6522917 22-Aug-2003 1 Receive and approve the audited combined Issuer Against *
financial statements and reports of the
Directors and the Auditors of the Company for
the YE 31 MAR 2003
2 Approve the final dividend distribution Issuer Against *
proposed for the YE 31 MAR 2003 of HK2 cents
per share of HKD 0.10 each in the capital of
the company
3 Re-elect the Directors and authorize the Issuer Against *
Board of Directors to fix their remuneration
4 Re-appoint the Auditors and authorize the Issuer Against *
Board of Directors to fix their remuneration
5 Authorize the Directors, pursuant to the Issuer Against *
Rules governing the listing of securities on
The Stock Exchange of Hong Kong Limited, to
allot, issue and deal with unissued shares and
make or grant offers, agreements and options
during and after the relevant period, not
exceeding the aggregate of (aa) 20% of the
aggregate nominal amount of the share capital
6 Authorize the Directors of the Company to Issuer Against *
purchase shares of the Company during the
relevant period, on The Stock Exchange of
Hong Kong Limited or any other stock exchange
on which the shares of the Company have been
or may be listed and recognized by the
Securities and Futures Commission under the
Hong Kong Code on share repurchases for such
purposes, subject to and in accordance with
all applicable laws and regulations, at such
price as the Directors may at their discretion
determine in accordance with all applicable
laws and regulations, not exceeding 10% of the
aggregate nominal amount of the issued share
capital
Lee-Fung Asco N/A 6533704 28-Aug-2003 S1 Approve, subject to the approval by the Issuer Take no action *
Registrar of Companies of Bermuda, to change
the name of the Company to SNP
LeeFung Holdings Limited
Wanyou Fire Safety N/A 6548076 6-Oct-2003 S1 Approve, subject to the approval of the Issuer Take no action *
Registrar of Companies in the Cayman Islands,
to change the name of the Company from
Wanyou Fire Safety Technology Holdings Limited
to China Fire Safety Enterprise Group Holdings
Limited and adopt the Chinese name of the
Company for identification purpose only
Wah Sang Gas N/A 6380193 7-Oct-2003 1 Ratify and approve a conditional agreement Issuer Take no action *
in Chinese writing dated 11 AUG 2003
Agreement between Wah Sang Gas Investment
Group Limited Wah Sang Gas Investment, an
indirectly wholly owned subsidiary of the
Company and Tsinlien Group Company
Limited Tsinlien Group, a connected person of
the Company, pursuant to which Wah Sang Gas
Investment has agreed to acquire and Tsinlien
Group has agreed to dispose of the
approximately 89.9169% interest in
Tianjin TEDA Tsinlien Gas Co., Ltd. held by
Tsinlien Group at a cash consideration of HKD
70,000,000 together with all the other
transactions contemplated thereunder;
and authorize the Directors of the Company for
and on behalf of the Company to sign, seal,
execute, perfect, deliver and do all such
documents, deeds, acts, matters and things
deemed necessary for the purpose of or in
connection with the implementation of the
Agreement
Sinotrans N/A 6579010 24-Oct-2003 1 Authorize the Board of Directors, subject Issuer Take no action *
to the provisions in the
Articles of Association and all applicable laws
and regulation, to declare, recommend or pay
any interim or special dividend for the year
2003
Shenzhen Expressway N/A 6848743 30-Oct-2003 1 Amend the Share Appreciation Right Scheme Issuer Against *
to change the rights from individually held to
collectively held by the Senior Management
and the Management staff of the Company and
amend the exercise period and the exercise
price accordingly with the receipts from the
exercise of the rights being applied as a
special incentive fund and distributed to
the Senior Management and the Management staff
by the Company according to the business
development needs and the assessment of their
performance, on the said terms of the
amendment; and authorize the Board to handle
the rights issued in accordance with the
terms and conditions of the Scheme so amended
TCL Holdings N/A 6193788 4-Nov-2003 1 Approve that subject to the approval by Issuer For *
The Stock Exchange of Hong Kong Limited of the
New Caps (as defined in the circular to
the independent shareholders of the Company
dated 13 OCT 2003 (the Circular)) and the New
Waiver Application (as defined in the
Circular), (a) the Ongoing Connected
Transactions (as defined in the Circular)
be and are hereby approved; (b) the New Waiver
Application be and is hereby approved; and (c)
any Director of the Company be and is
hereby authorized to do all such acts and take
all necessary actions in connection with the
Ongoing Connected Transactions and the
New Waiver Application
S2 Approve that the new Memorandum and Issuer For *
Articles of Association (New M&A), a copy of
which has been submitted to the meeting
marked A signed for identification by the
Chairman thereof, be and is hereby approved
and adopted in substitution for the Memorandum
and Articles of Association adopted by the
Company by a special resolution dated 15 NOV
1999, as amended by special resolution dated
10 MAY 2002; and authorize the Directors of the
Company to do all things to implement
the adoption of the New M&A
Proview Intl N/A 6004921 28-Nov-2003 1 Receive and consider the audited Issuer Against *
consolidated financial statements and the
reports of the Directors and the Auditors for
the YE 30 JUN 2003
2 Declare a final dividend Issuer Against *
3 Re-elect the Directors and authorize the Issuer Against *
Board to fix the Directors remuneration
4 Appoint the Auditors and authorize the Issuer Against *
Board to fix their remuneration
5 Authorize the Directors of the Company to Issuer Against *
purchase its own issued ordinary share of HKD
0.10 each in the capital of the Company
during the relevant period, not exceeding 10%
of the aggregate amount of the share capital
of the Company in issue as at the date of the
passing of this resolution; Authority
expires the earlier of the conclusion of the
next AGM of the Company, the expiration of the
period within which the next AGM of the
Company is to be held by law, or the time upon
which the authority set out in this resolution
is revoked or varied by ordinary resolution of
the shareholders in general meeting
6 Authorize the Directors of the Company to Issuer Against *
allot, issue and deal with additional shares
in the capital of the Company, and make or
grant offers, agreements and options during
and after the relevant period, otherwise than
pursuant to i) a rights issue; or ii) any
script dividend or similar arrangement
providing for the allotment of shares in lieu
of the whole or part of a dividend on shares of
the Company in accordance with the Bye-laws of
the Company; iii) the issue of shares under
any option scheme or similar arrangement for
the time being adopted for the grant or issue
to officer, employees of the Company and/or
any of its subsidiaries or other eligible
participants or shares or rights to
acquire shares does not exceeding 20% of the
aggregate nominal amount of the issued share
capital
Arcontech Corp N/A 6282103 13-Dec-2003 1 Receive and consider the audited Issuer Against *
consolidated financial statements and the
reports of the Directors and Auditors for the
year ended 31 MAR 2003
2 Re-elect the retiring Director; and Issuer Against *
authorize the Board of Directors to
fix remuneration of all Directors
3 Re-appoint Auditors of the Company; and Issuer Against *
authorize the Board of Directors to fix their
remuneration
4 Give the Directors a general mandate, Issuer Against *
during the Relevant Period, to issue
additional shares in the capital of the
Company up to an aggregate nominal amount equal
to 20% of the issued share capital, otherwise
than pursuant to: (i) a rights issue; or (ii)
the exercise of rights of subscription or
conversion under the terms of any warrants
issued by the Company or any securities which
are convertible into shares in the Company; or
(iii) the exercise of any options under the
Company's Share Option Scheme; or (iv) any
script dividend; Authority expires at
the conclusion of the next AGM
5 Authorize the Directors, during the Issuer Against *
Relevant Period, to make market purchases, on
behalf of the Company, of up to 10% of the
issued shares in the capital of the Company;
Authority expires at the conclusion of
the next AGM
6 Extend the general mandate of the Issuer Against *
Directors, subject to the passing
of Resolution Nos. 4 and 5, to issue shares by
the number of shares repurchased pursuant to
Resolution No. 5
China Telecom N/A 6559335 15-Dec-2003 1 Approve the conditional sale and purchase Issuer Take no action *
agreement dated 26 OCT 2003 the Acquisition
Agreement, between the Company and
China Telecommunications Corporation, pursuant
to which, inter alia, China Telecommunications
Corporation has agreed to sell and the
Company agreed to purchase, the target assets
at a purchase price of CNY 46,000 million
comprising: a) CNY 11,000 million payable in
cash at completion of the acquisition; and b)
CNY 35,000 million to be paid on the date
falling 10 years from completion of the
acquisition; and authorize the Directors of
the Company to do all such further acts
and things and execute such further documents
and take all such steps which in their opinion
as may be necessary, desirable or expedient
to implement and/or give effect to the terms
of the Acquisition Agreement
2 Approve, subject to the passing of Issuer Take no action *
ordinary Resolution number 1 of this meeting
being proposed, the prospective connected
transactions set out in Sections 10.1(b),
10.2(a), 10.2(e) and 10.2(f) as described in
the paragraph headed Connected Transactions
under the Section Letter from the Chairman, of
the circular of the Company dated 27 OCT
2003, which the Company expects to occur on a
regular and continuous basis in the ordinary
and usual course of business of the Company,
its subsidiaries and the Target Group, as the
case may be, together with the Combined Groups
relevant upper limits; and authorize the
Directors of the Company to do all such further
acts and things and execute such further
documents and take all such steps which in
their opinion as maybe necessary, desirable
or expedient to implement and/or give effect
to the terms of such prospective connected
transactions and such supplemental agreements
relating to the existing Connected Transactions
S3 Approve to amend, subject to the passing Issuer Take no action *
of ordinary Resolution number 1 of this
meeting being proposed, the service areas of
the Company stipulated in Article 13 of the
Articles of Association of the Company from 4
provinces namely Shanghai, Guandong, Jiangsu
and Zhejiang to 10 provinces namely Shanghai,
Guandong, Jiangsu, Zhejiang, Anhui, Fujian,
Jiangxi, Guangxi, Chongquing and Sichuan,
to reflect the change in the service areas of
the Company as a result of the acquisition
referred to in the ordinary Resolution number
1; and authorize the Directors to take all
such actions which in their opinion
are necessary or desirable to complete the
procedures for the approval and/or
registration or filing of the aforementioned
amendments to the Articles of Association
Chaoda Modern N/A 6313490 19-Dec-2003 1 Receive and consider the audited financial Issuer Against *
Agriculture statements, Directors report and Auditors
report for the YE 30 JUN 2003
2 Approve the final dividend for the YE 30 Issuer Against *
JUN 2003
3 Re-elect the retiring Directors and Issuer Against *
authorize the Board of Directors to fix the
remuneration of the Directors
4 Re-appoint the Auditors; and authorize the Issuer Against *
Board to fix the remuneration of the Auditors
5 Approve that the sum of approximately HKD Issuer Against *
10,000,000 (being part of the amount standing
to the credit of the share premium account of
the Company) be capitalized in accordance with
Article 142 of the Company's Articles of
Association;and authorize the Directors to
allot and issue shares to apply the
capitalized amount in making in payment in
full at par of not less than 96,073,100 shares
(bonus shares) of HKD 0.10 each in the share
capital of the Company, such shares to be
issued and allotted credited as fully paid-up
and distributed by way of bonus
to shareholders whose names appear on the
Register of Members of the Company as at the
close of business on 19 DEC 2003
(the shareholders),
6 Authorize the Directors, during the Issuer Against *
Relevant Period, to make market purchases, on
behalf of the Company, of up to 10% of the
issued shares in the capital of the Company;
Authority expires at the conclusion of
the next AGM
Chaoda Modern N/A 6313490 19-Jan-2004 1 Approve the transactions subject to the Issuer Take no action *
Agriculture proposed waiver limits, approve the new waiver
and authorize the Directors of the Company to
enter into any transaction at any time during
any of the three FYE 30 JUN 2006, subject to
the waiver limits and authorize each of the
Directors to do all things deemed necessary in
connection with the implementation of the new
waiver and/or the transactions and any
matters relating thereto
TPV Technology N/A 6179573 3-Feb-2004 1 Approve, ratify and confirm a guarantee of Issuer Take no action *
BMD 124,800,000 USD 15,036,000 given by Top
Victory Electronics (Fujian) Company Limited a
wholly-owned subsidiary of the Company TVE
to a PRC bank an independent third party to
the Company in respect of the
banking facilities granted to Beijing Orient
Top Victory Electronics Company Limited a
principal associated Company of a
wholly-owned subsidiary of the Company and in
which BOE Technology Group Company
Limited BOE is a substantial shareholder
OTPV, one of the ongoing connected
transactions guarantee pursuant to an
agreement date 19 JUN 2003 between TVE and the
PRC bank, for the period commencing on 20 NOV
2003 when BOE became a connected person and
ending on a date when the Group's share of the
financial assistance to OTPV is not greater
than its equity interest in OTPV latest 19
JUN 2005 (the expiry date of the underlying
banking facilities); and authorize any one of
the Directors to take all steps necessary or
expedient in the Director's opinion to
implement and/or to give effect to the
guarantee, provided that the amount of
guarantee from 20 NOV 2003 to 19 JUN 2005
the expected date of the underlying banking
facilities shall not exceed its annual cap of
USD 16,000,000
2 Approve, confirm and ratify the purchase Issuer Take no action *
of TFT-LCD panels, monitors, parts and
components and TFT-LCD TV/PDP TV by the
Company and its subsidiaries Group from BOE
and its associates BOE Group, one of the
ongoing connected transactions purchase
transactions from 20 NOV 2003 to 31 DEC 2005;
and authorize any one of the Directors to take
all steps necessary or expedient in the
Director's opinion to implement and/or to give
effect to the purchase transaction,
provided that the aggregate amount of the
purchase transactions for each of the three FYE
31 DEC 2005 shall not exceed its annual cap
of 17% of the Group's LCD/PDP monitors
turnover and LCD TV/PDP TV turnover
3 Approve the sale of parts and components, Issuer Take no action *
machinery and molds by the Group to BOE Group,
one of the ongoing connected transactions
Sale Transactions from 20 NOV 2003 to 31 DEC
2005 and authorize any one of the Directors to
give effect to the Sale Transactions,
provided that the aggregate amount of the Sale
Transactions for each of the three FYE 31 DEC
2005 shall not exceed its annual cap of 1% of
the Group's total turnover
Fountain Set Holding N/A 6349053 5-Feb-2004 1 Receive and consider the audited financial Issuer Take no action *
statements and the reports of the Auditors for
the YE 31 AUG 2003
2 Declare a final dividend Issuer Take no action *
3 Re-elect the Directors and fix the Issuer Take no action *
Directors fees
4 Re-appoint the Auditors and authorize the Issuer Take no action *
Directors to fix their remuneration
Iberdrola N/A 6536651 14-Apr-2004 1. Consider and approve the working report Issuer For *
of the Board of Directors for the YE 31 DEC
2003
2 Consider and approve the working report of Issuer For *
the Supervisory Committee for the YE 31 DEC
2003
3 Consider and approve the audited financial Issuer For *
statements as at and for the YE 31 DEC 2003
4 Consider and approve the final dividend Issuer For *
distribution plan of the Company for the YE 31
DEC 2003, and authorize the Board of
Directors to distribute such dividend to
shareholders
5 Appoint PricewaterhouseCoopers and Issuer For *
PricewaterhouseCoopers ZhongTian CPA's Ltdas
the Company's international and domestic
Auditors for the FY 2004, respectively, to
hold office until the conclusion of
the following AGM, and determine their
remuneration
6 Consider and approve the proposals put Issuer For *
forward at such meeting by any shareholder
holding 5% or more of the shares carrying the
right to vote at such meeting
S7 Amend the Articles of Association of the Issuer For *
Company as proposed by the Directors at the
meeting of the Board of Directors held on 20
FEB 2004,and other such amendments as may be
necessary for compliance with the amendments
to the Rules Governing the Listing of
Securities on the Stock Exchange of Hong Kong
as announced on 30 JAN 2004 and to be
effective on 31 MAR 2004; and authorize the
Directors to take all necessary actions in
connection with the adoption of the
amendments to the Articles of Association
S8 a) Authorize the Board to issue and allot Issuer For *
and deal with additional H shares of the
Company (not exceeding 20% of the aggregate
nominal amount of the H shares in issue as at
the date of passing the shareholder's special
resolutions; b) amend the Company's Articles
of Association accordingly
China Intl Marine N/A 6191351 20-Apr-2004 1 Approve the 2003 working report of the Issuer Take no action *
Board of Directors
2 Approve the 2003 annual report and its Issuer Take no action *
abstract
3 Approve the 2003 working report of the Issuer Take no action *
Supervisory Committee
4 Approve to provide credit guarantee for Issuer Take no action *
the short-term loan of the Company's
subsidiary Companies
5 Approve the 2003 profit distribution plan: Issuer Take no action *
cash dividend of CNY 3.8 per 10 share and
bonus issue of 6 for 10 shares from capital
reserve
6 Elect the Directors Issuer Take no action *
7 Authorize the Board to decide the Issuer Take no action *
allowance of a Director
8 Elect the Supervisors Issuer Take no action *
9 Amend the Company's Articles of Association Issuer Take no action *
10 Amend the discussion on the rules of the Issuer Take no action *
shareholder meetings
11 Appoint the accounting firms Issuer Take no action *
Hong Kong Com N/A 6219305 21-Apr-2004 1 Receive and approve the audited financial Issuer For *
statements and the reports of the Directors
and the Auditors for the YE 31 DEC 2003
2 Re-elect the retiring Directors and Issuer For *
authorize the Board of Directors to fix their
remuneration
3 Re-appoint the Auditors and authorize the Issuer For *
Board of Directors to fix their remuneration
4A Authorize the Directors of the Company, Issuer Against *
pursuant to the Rules Governing the Listing of
Securities on the Growth Enterprise Market
of The Stock Exchange of Hong Kong Limited to
allot, issue and deal with additional shares
in the capital of the Company and make or
grant offers, agreements and options during
and after the relevant period, not exceeding
20% of the aggregate nominal amount of the
share capital of the Company otherwise than
pursuant to: i) a rights issue; or ii)
the exercise of any share option scheme or
similar arrangement; or iii) any script
dividend or similar arrangement; or iv) the
exercise of rights of subscription or
conversion under the terms of any existing
warrants; Authority expires the earlier of the
conclusion of the next AGM of the Company or
the expiration of the period within which the
next AGM of the Company is required by the
Memorandum and the Articles of Association is
to be held by law
4B Authorize the Directors of the Company to Issuer For *
repurchase securities on the Growth Enterprise
Market on The Stock Exchange of Hong Kong
Limited or any other stock exchange on which
the securities of the Company or may be listed
and recognized by the Securities and
Futures Commission under the Hong Kong Code on
share repurchases for such purposes, subject to
and in accordance with all applicable laws
and regulations, at such price as the
Directors may at their discretion determine in
accordance with all applicable laws and
regulations, not exceeding 10% of the
aggregate nominal amount of the issued
share capital of the Company; Authority
expires the earlier of the conclusion of the
next AGM of the Company or the expiration of
the period within which the next AGM of the
Company is required by the Memorandum and the
Articles of Association is to be held by law
China Fire Safety N/A 6548076 21-Apr-2004 1 Receive and consider the audited Issuer For *
Enterprise consolidated financial statements of the
Company and its subsidiaries and the report
of the Directors and Auditors for the YE 31 DEC
2003
2 Declare a final dividend Issuer For *
3 Re-elect the retiring Directors of the Issuer For *
Company and authorize the Board of Directors
to fix their remuneration
4 Re-appoint Messrs. Deloitte Touche Issuer For *
Tohmatsu as Auditors and authorize the Board
to fix their remuneration
5 Authorize the Directors, subject to Issuer For *
paragraph (c) of this resolution
to allot, issue and deal with additional shares
in the capital of the Company and to allot,
issue or grant securities convertible or
exchangeable into shares or options, warrants
or similar rights to subscribe for shares
and make or grant offers, agreements and
options during the relevant period, not
exceeding 20% of the aggregate nominal amount
of the issued share capital of the Company,
otherwise than pursuant to i) a rights issue;
or ii) the exercise of subscription
or conversion rights attached to any warrants
or securities; or iii) the exercise of options
or similar arrangement; or iv) any script
dividend or similar arrangement; Authority
expires the earlier of the conclusion of the
next AGM of the Company or the expiration of
the period within which the next AGM is to be
held by law
6 Authorize the Directors of the Company, Issuer For *
subject to paragraph (b) of this resolution to
repurchase shares of the Company during the
relevant period, on Growth Enterprise Market
of The Stock Exchange of Hong Kong Limited or
any other stock exchange recognized by the
Securities and Futures Commission of Hong
Kong and the Stock Exchange pursuant to the
approval of paragraph (a) of this resolution,
not exceeding 10% of the aggregate nominal
amount of the share capital of the Company,
Authority expires the earlier of the
conclusion of the AGM of the Company or the
expiration of the period within which the
next AGM of the Company is to be held by law
Shenzhen Expressway N/A 6848743 23-Apr-2004 1 Approve the report of the Directors for Issuer For *
the year 2003
2 Approve the report of the Supervisory Issuer For *
Committee for the year 2003
3 Approve the audited accounts for the year Issuer For *
2003
4 Approve the distribution scheme of profits Issuer For *
for the year 2003
5 Approve the budget plan for the year 2004 Issuer For *
6 Approve the emoluments of the Directors Issuer For *
and the Supervisors for the year 2004
7 Re-appoint Messrs. PricewaterhouseCoopers Issuer For *
Certified Public Accountants, Hong Kong as the
International Auditors
and PricewaterhouseCoopers Zhong Tian CPAs Co.,
Ltd. as the Statutory Auditors of the Company
and authorize the Board of Directors of
the Company to fix their remuneration
S8 Amend Articles 12, 66(2), 81, 92, 95 and Issuer For *
105 of the Articles of Association of the
Company
9 Approve the Company's proposed change as a Issuer For *
Sino-Foreign Investment Joint Stock Limited
Company
S10 Authorize the Board of Directors to Issuer For *
repurchase H shares of the Company up to
a maximum of 10% of the aggregate nominal
value of the H shares in issue of the Company,
provided that: a) subject to points b) and c)
below, the relevant period as defined in
point d below during which the Board of
Directors may exercise all the powers of
the Company to repurchase H shares in issue of
the Company on the Stock Exchange of Hong Kong
Limited SEHK , subject to and in
accordance with all applicable laws, rules and
regulations and/or requirements of
the governmental or regulatory body of
securities in the PRC, the SEHK or of any
other governmental or regulatory body; b) the
aggregate nominal value of H shares authorized
be repurchased pursuant to the approval in
point a) above during the relevant period
shall not exceed 10% of the
Anhui Expressway N/A 6045180 27-Apr-2004 1 Approve the working report of the Board of Issuer Take no action *
Directors for the year 2003
2 Approve the working report of the Issuer Take no action *
Supervisory committee for year 2003
3 Approve the audited Financial Report for Issuer Take no action *
the year 2003
4 Approve the profit appropriation proposal Issuer Take no action *
for the year 2003; the net profit of 2003
consolidated financial report amounted to
RMB 283,264,544.99, RMB 38,584,784.66 shall be
provided as statutory surplus reserved fund,
RMB 33,190,944.57 shall be provided
as statutory public welfare fund and profit
attributable to shareholders amounted to RMB
737,457,233.33; pursuant to relevant
regulations of the State, appropriation should
be based on the lower number of the profit
attributable to shareholders calculated into
accordance with Hong Kong Accounting Standards
and the Domestic Accounting
Standards respectively, in 2003, profit
attributable to shareholders amounted to RMB
737,457,266.66; the Board of the Company
recommends the payment of a final dividend of
RMB 0.60 with the payout of RMB 99,516,600 for
every 10 shares (taxation inclusive) to all
the shareholders on the basis of 1,658,610,000
total shares capital
5 Approve the appointment of the Auditor for Issuer Take no action *
the year 2004 and to authorize the Board of
Directors in determining their remuneration
S6A Approve, subject to paragraph (C) and (D) Issuer Take no action *
below, and in accordance with the Rules
Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited and the
Company Law of the People's Republic of China,
the exercise by the Board of Directors of
the Company of all powers of the Company to
allot or issue new shares, either separately
or concurrently during the Relevant
Period, and the exercise of the powers by the
Board of Directors to determine the terms and
conditions for the allotment or issue of new
shares including the following terms are
hereby generally and unconditionally
approved: class and amount of the new shares to
be issued; the issue price of new shares; the
starting and closing dates for the issue;
class and amount of the new shares to be
issued to existing Shareholders; and to make
or grant offers, agreements and options, which
might require the exercise of such powers
China Telecom N/A 6559335 3-May-2004 1. Approve the consolidated financial Issuer Take no action *
statements of the Company, the report of the
Board of Directors, the report of the
Supervisory Committee and the report of the
internal Auditors for the YE 31 December 2003.
2. Approve the profit distribution and Issuer Take no action *
declare a final dividend for the YE 31
December 2003.
3. Approve the annual remuneration for the Issuer Take no action *
Company's Directors for the YE 31 December
2003.
4. Re-appoint KPMG as the Company's internal Issuer Take no action *
Auditors and KPMG Huazhen, as the Company's
domestic Auditors for the YE 31 December 2004
and authorize the Board of Directors of the
Company to fix the remuneration thereof.
S5. Authorize the Board of Directors of the Issuer Take no action *
Company to allot, issue and deal with
additional shares of the Company and to make
or grant offers, agreements and options
during and after the relevant period, not
exceeding 20% of each of the Company's
existing domestic shares and H share in
issue otherwise than pursuant to: i) a
rights issue; or ii) any script dividend or
similar arrangement; Authority expires the
earlier of the conclusion of the next AGM of
the Company of 12 months.
S6. Authorize the Board of Directors of the Issuer Take no action *
Company to increase the registered capital of
the Company to reflect the issue of shares in
the Company authorized under Resolution S5,
and to make such appropriate and necessary
arrangements to the Articles of Association
of the Company as deem fit to reflect such
increase in the registered capital of the
Company and to take any other action and
complete any formality required to effect
such increase of the registered capital of
the Company.
China Telecom N/A 6559335 3-May-2004 1. Approve Issuance and Allotment of up to Issuer Against *
8.3 Billion New H Shares.
2. Approve increase in Registered Capital. Issuer Against *
3. Approve Waiver by H Shareholders of their Issuer Against *
pre-emptive rights over any or all of the New
H Shares that may be issues and allotted
pursuant to the First Resolution.
Sohu.Com N/A 2608123 14-May-2004 1. Elect Directors Issuer Take no action *
2. APPROVAL OF AMENDMENT TO THE 2000 STOCK Issuer Take no action *
INCENTIVE PLAN.
3. APPOINTMENT OF PRICEWATERHOUSECOOPERS Issuer Take no action *
AS INDEPENDENT PUBLIC ACCOUNTANTS
Comba Telecom Systems N/A 6651576 14-May-2004 1. Receive and consider the audited Issuer For *
consolidated financial statements and the
reports of the Directors and the Auditors for
the YE 31 DEC 2003
2. Declare a final dividend for the YE 31 Issuer For *
DEC 2003
3. Re-elect the retiring Directors and Issuer For *
authorize the Board of Directors to fix their
remuneration
4. Re-appoint the Auditors and authorize the Issuer For *
Board of Directors to fix their remuneration
5 A Authorize the Directors of the Company Issuer For *
to allot, issue and deal with additional
shares in the capital of the Company and make
or grant offers, agreements and options and
rights of exchange and conversion during and
after the relevant period, not exceeding 20%
of the aggregate nominal amount of the issued
share capital of the Company otherwise than
pursuant to: a) a rights issue; or b) the
exercise of any share option scheme or similar
arrangement; or c) under any subscription
rights or d) any script dividend or similar
arrangement; Authority expires the earlier of
the conclusion of the next AGM of the Company
or the expiration of the period within which
the next AGM is to be held by law
5 B Authorize the Directors of the Company Issuer For *
to purchase shares or acquire shares in the
capital of the Company during the relevant
period, on The Stock Exchange of Hong Kong
Limited or any other stock exchange on which
the shares of the Company have been or may be
listed and recognized by the Securities and
Futures Commission under the Hong Kong Code on
share repurchases for such purposes, subject
to and in accordance with all applicable laws
and regulations, at such price not exceeding
10% of the aggregate nominal amount of the
issued share capital of the Company;
Authority expires the earlier of the
conclusion of the next AGM of the Company or
the expiration of the period within which the
next AGM of the Company is to be held by law
Synnex Technology Intl N/A 6868439 17-May-2004 1.1 Approve the business of 2003 Issuer For *
1.2 Approve the Supervisor's review report Issuer For *
of 2003
1.3 Other reporting Issuer For *
2.1 Acknowledge 2003 audited financial Issuer For *
statement
2.2 Acknowledge 2003 earnings distribution; Issuer For *
cash dividend: TWD 2.00 per share
3. Approve raising capital by issuing new Issuer For *
share from earnings; 0.1 per share withholding
tax 20
4. Extraordinary motion Issuer For *
TPV Technology N/A 6179573 19-May-2004 1. Receive and approve the audited financial Issuer For *
statements and the reports of the Directors
and the Auditors for the YE 31 DEC 2003
2. Approve the payment of a final dividend Issuer For *
3. Re-elect the retiring Directors and Issuer For *
authorize the Board of Directors to fix the
remuneration of the Directors
4. Re-appoint PricewaterhouseCoopers as the Issuer For *
Auditors of the Company and authorize the Board
of Directors to fix their remuneration
5.OI Authorize the Directors of the Company Issuer For *
to repurchase its issued shares of USD 0.01
each in the capital of the Company during the
relevant period, on The Stock Exchange of Hong
Kong Limited Stock Exchange, Singapore
Exchange Limited Singapore Exchange or on any
other stock exchange on which the shares of
the Company may be listed and recognized by the
Securities and Futures Commission and the
Stock Exchange for such purposes, subject to
and in accordance with all applicable laws and
regulations of the rules governing the
listing of securities on the Stock Exchange,
the Listing Manual of the Singapore Exchange
or rules of any other stock exchange as
amended from time to time, not exceeding 10%
of the aggregate nominal amount of the issued
share capital of the Company at the date of
passing this resolution; Authority expires
the earlier of the conclusion of the next AGM
of the Company or the expiration of the
period within which the next AGM of the
Company is to be held by the Bye-laws of
the Company or any applicable laws of Bermuda
6.0 II Authorize the Directors of the Company Issuer For *
to allot, issue and deal with additional
shares of USD 0.01 each in the capital of the
Company or securities convertible into such
shares or options, warrants or similar rights
to subscribe for any shares or convertible
securities, and make or grant offers,
agreements and options during and after the
relevant period, not exceeding 20% of the
aggregate nominal amount of the issued share
capital of the Company at the date of passing
this resolution, otherwise than pursuant to i)
a rights issue; or ii) the exercise
Merry Electronics N/A 6129749 20-May-2004 1. Approve to report business operation Issuer For *
result of fiscal year 2003
2. Approve the Supervisors review financial Issuer For *
reports of FY 2003
3. Approve to report the business operation Issuer For *
plan of year 2003
4. Approve to report the status of issuing Issuer For *
1st overseas unsecured convertible Company
bonds
5. Amend the meeting rules for Board of Issuer For *
Directors
6. Ratify the business operation result and Issuer Against *
financial reports of FY 2003
7. Ratify the net profit allocation Issuer For *
8. Approve to discuss issuing new shares, Issuer For *
cash dividend TWD 1.60 per share STK Dividend
FM R/E:60/1000 withholding tax 20
9. Amend the Company Articles Issuer For *
10. Approve to nominate Directors and Issuer For *
Supervisors
11. Transact any other business Issuer For *
Wintek Corp N/A 6139607 20-May-2004 1.1 Receive 2003 operating report Issuer For *
1.2 Receive the reports of audit by Issuer For *
Supervisors
1.3 Receive the report of endorsement and Issuer For *
guarantee of the Company
1.4 Receive the other reports Issuer For *
2.1 Approve 2003 financial report Issuer For *
2.2 Approve the earning distribution and Issuer For *
dividend payment
2.3 Approve the issuance of GDR Issuer For *
2.4 Amend the Article of Incorporation Issuer For *
2.5 Approve the capitalization from earning, Issuer For *
employees bonus and capital surplus
2.6 Approve other matter Issuer For *
3. Re-elect the Directors and the Supervisors Issuer For *
Cheng Shin Rubber N/A 6190228 25-May-2004 1. Approve to report the business of 2003 Issuer For *
2. Approve to report the Supervisor's review Issuer For *
report of 2003
3. Approve to report the status of Issuer For *
endorsement and the guarantee
4. Acknowledge the 2003 audited financial Issuer For *
statement
5. Acknowledge the 2003 earnings Issuer Against *
distribution stock dividend: 96 shares per
1000 shares; cash dividend: TWD 1 per shares
6. Approve to raise the capital by issuing Issuer Against *
new shares
7. Amend the Articles of Incorporation Issuer Abstain *
8. Other extraordinary motions Issuer Abstain *
Sino Golf Holdings N/A 6314437 25-May-2004 1. Receive and adopt the audited financial Issuer Take no action *
statements and the reports of the Directors
and the Auditors for the YE 31 DEC 2003
2. Declare a final dividend for the YE 31 Issuer Take no action *
DEC 2003
3. Re-elect the Directors of the Company Issuer Take no action *
4. Authorize the Board of Directors to fix Issuer Take no action *
the Directors remuneration
5. Re-appoint the Auditors and authorize the Issuer Take no action *
Board of Directors to fix their remuneration
6. Authorize the Directors of the Company, Issuer Take no action *
pursuant to the rules Listing Rules governing
the Listing of securities on the Stock
Exchange of Hong Kong Limited Stock Exchange,
to allot, issue and deal with
additional shares of the Company and make or
grant offers, agreements and options, during
and after the relevant period, not exceeding
20% of the aggregate nominal amount of the
issued share capital of the Company at the date
of passing this resolution, otherwise than
pursuant to i) a rights issue; or ii) any
issues of shares upon the exercise of rights
or subscription or conversion under the terms
of any warrant issued by the Company or any
securities convertible into shares of the
Company;or iii) the exercise of any options
granted under the share option scheme of the
Company; or iv) any script dividend or similar
arrangement providing for the allotment and
issue of shares in lieu of the whole or part
of the dividend on shares in accordance with
the Bye-laws of the Company Authority expires
the earlier of the conclusion of the next AGM
of the Company or the expiration of the period
within which the next AGM of the Company is
required by the Bye-laws of the Company,
the Companies Act 1989 or Bermuda or any other
applicable law of Bermuda to be held
7. Authorize the Directors of the Company to Issuer Take no action *
repurchase shares on the Stock Exchange of
Hong Kong Limited Stock Exchange or any
other stock exchange on which the shares be
listed and recognized by the Securities and
Futures Commission of Hong Kong and the
Stock Exchange under the Hong Kong Code on
Shares Repurchases, during the relevant
period, subject to and in accordance with all
applicable laws and requirements of the rules
governing the listing of securities
on the Stock Exchange or any other stock
exchange, not exceeding 10% of the
Ability Enterprise N/A 6005184 1-Jun-2004 1. Approve the 2003 business operation report Issuer With Management *
2. Approve the 2003 audited report Issuer With Management *
3. Approve to report the execution result of Issuer With Management *
overseas convertible bond
4. Other presentations Issuer With Management *
5. Approve the 2003 operation and the Issuer With Management *
financial report
6. Approve the 2003 profit distribution Issuer With Management *
7. Approve the revision to the procedures of Issuer With Management *
asset acquisition or disposal
8. Approve to release the prohibition on the Issuer With Management *
Directors from participation of competitive
business
9. Elect the Directors and the Supervisors Issuer With Management *
10. Other issues and extraordinary motion Issuer With Management *
United N/A 6916628 1-Jun-2004 1. Approve the presentations Issuer With Management *
Microelectronics
2. Approve the 2003 business report and the Issuer With Management *
financial statements
3. Approve the profit distribution for 2003 Issuer With Management *
4. Approve the issuance of new shares from Issuer With Management *
retained earnings; stock dividend: 75 for
1,000 shares held
5. Approve the revision to the Articles of Issuer With Management *
Incorporation
6. Elect the Directors and the Supervisors Issuer With Management *
7. Other issues and extraordinary proposals Issuer With Management *
Sinotrans Ltd N/A 6579010 2-Jun-2004 1. Receive and approve the report of the Issuer Take no action *
Board of Directors for the YE 31 DEC 2003
2. Receive and approve the report of the Issuer Take no action *
Supervisory Committee for the YE 31 DEC 2003
3. Receive and approve the audited accounts Issuer Take no action *
of the Company and the Auditors report for
the YE 31 DEC 2003
4. Re-appoint Messrs. PricewaterhouseCoopers Issuer Take no action *
as the International Auditors of the Company
and authorize the Directors of the Company
to fix their remuneration
5. Authorize the directors of the Company to Issuer Take no action *
decide on matter relating to the declaration,
payment and recommendation of interim
dividends for the year 2004
6. Receive and approve the profit Issuer Take no action *
distribution proposal and final dividend of
the Company for the YE 31 DEC 2003
S7. Amend the Articles 13,65,78,94,109,130 Issuer Take no action *
of Articles of Association of the company
Cathay Financial Hldgs N/A 6425663 3-Jun-2004 1. Receive the presentations Issuer Take no action *
2. Receive the 2003 financial statements Issuer Take no action *
3. Approve the 2003 profit distribution Issuer Take no action *
4. Other issues Issuer Take no action *
Fubon Financial N/A 6411673 3-Jun-2004 1. Approve the 2003 business summary Issuer With Management *
2. Approve the 2003 Supervisory summary Issuer With Management *
3. Approve the 2003 financial report Issuer With Management *
4. Approve the 2003 allocation of earnings Issuer With Management *
5. Amend the Articles of Association Issuer With Management *
6. Amend the shareholders Meeting Rules Issuer With Management *
7. Amend the Board and the Supervisory Issuer With Management *
election system
8. Transact any other business Issuer With Management *
9. Elect the Independent Director Issuer With Management *
Soft-World Intl N/A 6343691 4-Jun-2004 1.1 Approve to report the 2003 business Issuer With Management *
operations
1.2 Approve the 2003 audited reports Issuer With Management *
1.3 Approve the execution result of the Issuer With Management *
convertible bonds
1.4 Approve the procedures of funds lending Issuer With Management *
to third parties
1.5 Approve the status of endorsement and Issuer With Management *
guarantee
1.6 Other presentations Issuer With Management *
2.1 Approve the 2003 financial statements Issuer With Management *
2.2 Approve the 2003 profit distribution Issuer With Management *
3.1 Approve the issuance of new shares from Issuer With Management *
retained earnings and employees bonus
3.2 Approve the revision to the Articles of Issuer With Management *
Incorporation
4. Elect the Directors Issuer With Management *
China Metal Products N/A 6038834 4-Jun-2004 1.1 Approve to report the 2003 business and Issuer With Management *
financial status
1.2 Approve the 2003 audited report Issuer With Management *
1.3 Approve the trading status of derivative Issuer With Management *
products
1.4 Approve the status of endorsement and Issuer With Management *
guarantee
1.5 Approve the execution result of Issuer With Management *
purchasing treasury stocks
1.6 Approve the conversion status of Issuer With Management *
Corporate bond
1.7 Approve the rules of the Board meeting Issuer With Management *
1.8 Other presentations Issuer With Management *
2.1 Approve the 2003 financial statement Issuer With Management *
2.2 Approve the 2003 profit distribution Issuer With Management *
2.3 Approve the revised plan of issuing Issuer With Management *
convertible bond
2.4 Approve the issuance of new shares from Issuer With Management *
retained earnings and employee bonus
2.5 Approve the issuance of new shares from Issuer With Management *
capital reserves
2.6 Other discussions Issuer With Management *
Beijing Capital Intl N/A 6208422 8-Jun-2004 1. Approve the report of the Board of Issuer Against *
Airport Directors for the year of 2003
2. Approve the report of the Supervisory Issuer Against *
Committee for the year of 2003
3. Approve the financial statements and the Issuer Against *
Auditor's report for the year of 2003
4. Approve the proposal for distribution of Issuer Against *
profit for the year of 2003
5. Re-appoint PricewaterhouseCoopers Zhong Issuer Against *
Tian Certified Public Accountants Co., Ltd.,
and PricewaterhouseCoopers as the Company's
PRC and International Auditors for the year
of 2004 and authorize the Board of Directors
to fix their remunerations
S6. Approve to grant a general mandate to Issuer Against *
the Board of Directors to issue additional
shares not exceeding 20% of the respective
aggregate amount of the issued domestic shares
and issued overseas listed foreign shares of
the Company
S7. Amend Articles 1,17,73,95,99,102 of the Issuer Against *
Articles of Association of the company
Polaris Securities Co N/A 6697428 11-Jun-2004 1.1 Receive the business report of 2003 Issuer With Management *
1.2 Receive the Supervisor's review report Issuer With Management *
of 2003
1.3 Approve other reporting Issuer With Management *
2.1 Acknowledge the 2003 audited financial Issuer With Management *
statement
2.2 Acknowledge 2003 earning distribution by Issuer With Management *
proposed cash dividend: TWD 0.2 per shares,
stock dividend: 60 shares per 1000 shares
2.3 Approve to raise the capital from Issuer With Management *
earnings, additional paid in capital and
the employee's bonus
2.4 Approve to discuss the revision of Issuer With Management *
Articles of Incorporation
3. Other discussions Issuer With Management *
4. Other extraordinary motions Issuer With Management *
Shenzhen Expressway N/A 6848743 14-Jun-2004 1. Approve and ratify the agreement dated 05 Issuer With Management *
MAR 2004 Agreement between the Company as
purchaser and Guangdong Expressway Company
Limited as vendor in relation to the sale and
purchase of 25% equity interest in Yangmao
Expressway Company Limited and the
transactions contemplated thereunder and
authorize Directors of the Company to do
all such things and acts and execute such
documents which they consider necessary or
expedient for the implementation of and give
effect to the Agreement
2. Approve and ratify the agreement dated 07 Issuer With Management *
APR 2004 Agreement between the Company as
purchaser and Guangdong Province
Highway Construction Company Limited as vendor
in relation to the sale and purchase of 25%
equity interest in Jiangzhong Expressway
Company Limited and the transactions
contemplated thereunder and authorize the
Directors of the Company to do all such
things and acts and execute such documents
which they consider necessary or expedient
for the implementation of and give effect to
the Agreement
CMC Magnetics Corp N/A 6238485 15-Jun-2004 1.1 Approve the report of business operation Issuer With Management *
result of FY 2003
1.2 Approve the Supervisors review financial Issuer With Management *
reports of FY 2003
1.3 Approve to report the status of Issuer With Management *
endorsements/guarantees of FY 2003
1.4 Approve to report the status of Issuer With Management *
acquisition and disposal of assets of FY 2003
1.5 Approve to report the execution status Issuer With Management *
of buying back treasury stocks of FY 2003
1.6 Approve to report the status of Issuer With Management *
investment in Mainland China
1.7 Approve to report the status of issuing Issuer With Management *
the unsecured convertible Company bonds and
GDR in 2003
1.8 Approve to report the amendment of the Issuer With Management *
conversion procedures of the unsecured
convertible Company bonds
2.1 Ratify the financial reports of FY 2003 Issuer With Management *
2.2 Ratify the net profit allocation cash Issuer With Management *
dividend: TWD 1.0 per share
2.3 Ratify the amendment of the regulations Issuer With Management *
governing share repurchase
2.4 Amend the Company Articles Issuer With Management *
2.5 Amend the rules of the Shareholders Issuer With Management *
Meeting
Data Systems N/A 6344936 15-Jun-2004 1.1 Approve the 2003 business operation Issuer With Management *
1.2 Approve the 2003 audited report Issuer With Management *
1.3 Approve the business operation for Issuer With Management *
subsidiary
1.4 Approve the issuance status of local Issuer With Management *
convertibles bonds
1.5 Approve the revision to the rules of the Issuer With Management *
Board Meeting
1.6 Other presentations Issuer With Management *
2.1 Approve the 2003 operation report and Issuer With Management *
the financial statements
2.2 Approve the 2003 profit distribution; Issuer With Management *
cash dividend: TWD 1.01929 per share
3.1 Approve the issuance of new shares from Issuer With Management *
the retained earnings and the employee bonus;
stock dividend: 67.95 for 1,000 shares held
3.2 Approve the revision to the Articles of Issuer With Management *
Incorporation
3.3 Approve to release the prohibition on Issuer With Management *
the Directors from participation
in competitive business
4. Other issues and extraordinary motions Issuer With Management *
Taiwan Green Point N/A 6520706 15-Jun-2004 1.1 Approve the report of business operation Issuer With Management *
Enterprises result of FY 2003
1.2 Approve the Supervisors review financial Issuer With Management *
reports of FY 2003
1.3 Approve to report the status of issuing Issuer With Management *
the unsecured convertible Company bonds
2.1 Ratify the business operation result and Issuer With Management *
the financial reports of FY 2003
2.2 Ratify the net profit allocation Issuer With Management *
3.1 Amend the Company Articles Issuer With Management *
3.2 Approve the issuing of new shares cash Issuer With Management *
dividend: TWD 2.7 per share, stock
dividend: 180/1000
3.3 Approve to purchase duty insurance of Issuer With Management *
the Directors and the Supervisors
3.4 Amend the operation procedures of Issuer With Management *
acquisition and disposal of assets
3.5 Amend the operation procedures of Issuer With Management *
lending funds to others
3.6 Amend the operation procedures of Issuer With Management *
endorsements/guarantees
4. Others and extraordinary proposals Issuer With Management *
Taiwan Hon Chuan N/A 6335212 15-Jun-2004 1. Receive the business operation result of Issuer For *
Enterprises FY 2003
2. Receive the Supervisors review financial Issuer For *
reports of FY 2003
3. Ratify the financial reports of FY 2003 Issuer For *
4. Ratify the net profit allocation Issuer For *
5. Approve to issue new shares; cash Issuer For *
dividend: TWD 1.5 per share; stock dividend FM
R/E:50/1000
6. Amend the Company Articles Issuer For *
7. Others and extraordinary proposals Issuer For *
Vanguard
International N/A 6109677 15-Jun-2004 1. Approve to recognize the 2003 financial Issuer Take no action *
Semiconductor statements
2. Approve to recognize the 2003 Issuer Take no action *
appropriation for offsetting deficit
3. Approve the revision to the Articles of Issuer Take no action *
Incorporation
4. Approve the revision to the procedures of Issuer Take no action *
asset acquisition or disposal
5. Approve the revision to the trading Issuer Take no action *
procedures of derivative products
6. Approve the revision to the procedures of Issuer Take no action *
funds lending to third parties
7. Approve the revision to the procedures Issuer Take no action *
for endorsements and guarantees
8. Approve to enjoy the investment tax Issuer Take no action *
exemption by shareholders on 2003 cash
injection
9. Approve the capital reduction Issuer Take no action *
10. Other presentations and related issues Issuer Take no action *
Jingwei Textile N/A 6486284 16-Jun-2004 1. Approve the report of the Board of Issuer Against *
Machinery Co Directors of the Company for the YE 31 DEC 2003
2. Approve the report of the Supervisory Issuer Against *
Committee of the Company for the YE 31 DEC 2003
3. Approve the audited financial statements Issuer Against *
of the Company for the YE 31 DEC 2003
4. Approve the 2003 proposed profit Issuer Against *
distribution plan of the Company
5. Re-appoint the PricewaterhouseCoopers and Issuer Against *
PricewaterhouseCoopers Zhong Tian as the
Company's International Auditors and the
PRC Auditors respectively for the YE 31 DEC
2004 and authorize the Board of Directors of
the Company to fix their remuneration
6. Appoint Mr. Yu Shiquan as an Independent Issuer Against *
Director of the Company
7. Approve the establishment of the Issuer Against *
Personnel Nomination and Remuneration
Committee of the Board of Directors of the
Company and the adoption of the implementing
rules and regulations of the
Personnel Nomination and Remuneration
Committee of the Board of Directors of the
Company
8. Approve the adoption of implementing Issuer Against *
measures of equity interest incentive for the
Company's Senior Management Staff
Jingwei Textile N/A 6486284 16-Jun-2004 1. Amend, subject to compliance with all Issuer Against *
Machinery Co applicable laws, standards, system and/or
requirements of the governmental or
regulatory body of securities or of any other
governmental or regulatory authorities, if
any, Clause 57 of the Articles of Association
of the Company and add a paragraph at the end
of the original Clause 57 to form the
second paragraph of Clause 57 of the Article
of Association of the Company
2. Amend Clause 97 of the Article of Issuer Against *
Association of the Company by deleting to its
entirely and by replacing it with a new one
Taiwan Familymart N/A 6440945 21-Jun-2004 1.1 Approve to report the business operation Issuer For *
result of FY 2003
1.2 Approve the supervisors review financial Issuer For *
reports of FY 2003
2.1 Ratify the financial reports of FY 2003 Issuer For *
2.2 Ratify the net profit allocation Issuer For *
3. Approve the issuing new shares, cash Issuer For *
dividend : TWD 1.5 per share; stock dividend
FM R/E : 60/1000
4. Extraordinary proposals Issuer For *
ChungHwa Telecom Co N/A 6287841 25-Jun-2004 1.1 Receive the Company's operation reports Issuer For *
for FY 2003
1.2 Receive the Supervisor's audit reports Issuer For *
on the Company's financial statements for year
2003
1.3 Receive the ministry of auditing's audit Issuer For *
number on the Company's financial statements
for year 2002
1.4 Approve the enactment of the rules of Issuer For *
procedures of Board meeting
2.1 Approve the Company's financial Issuer For *
statements for year 2003
2.2 Approve the distribution of the Company's Issuer For *
earnings for year 2003; Cash dividend:50
1,000 shares held
3.1 Approve to draw up process for the Issuer For *
Company to acquire or dispose assets
3.2 Amend Article 22 of the Company's Issuer For *
Articles of Incorporation
3.3 Amend the process of the Company's Issuer For *
endorsements and guarantees
3.4 Amend the rules of procedure of the Issuer For *
shareholder meeting
4. Extemporary motions Issuer For *
Natural Beauty N/A 6517957 25-Jun-2004 1. Receive and approve the audited financial Issuer Against *
Bio-Tech statements, Directors report and the
Auditors report of the Company for the YE 31
DEC 2003
2. Approve the final dividend for the YE 31 Issuer Against *
DEC 2003
3. Re-elect the retiring Directors and Issuer Against *
authorise the Board of Directors to fix the
remuneration of the Directors of the Company
4. Re-appoint the Auditors and authorise the Issuer Against *
Board of Directors of the Company to fix their
remuneration
5A Authorize the Directors of the Company to Issuer Against *
allot, issue and deal with additional shares
in the capital of the Company and make or
grant offers, agreements, options and rights
of exchange or conversion during and after the
relevant period, not exceeding the 20% of the
aggregate nominal amount of the issued
share capital of the Company, otherwise than
pursuant to i) a rights issue; or (ii) the
exercise of any rights of subscription under
the share option scheme of the Company
approved by The Stock Exchange of Hong Kong
Limited, or (iii) any scrip dividend or
similar arrangement providing for the
allotment of shares in lieu of the whole or
part of a dividend on shares of the Company
in accordance with the Articles of Association
of the Company; Authority expires the earlier
of the conclusion of the next AGM or the
expiration of the period within which the next
AGM is to be held by Articles of Association
5B Authorize the Directors of the Company to Issuer Against *
purchase shares of HKD0.10 each in the capital
of the Company during the relevant
period, subject to and in accordance with all
applicable laws and requirements of the Rules
governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited, at such
price as the Directors determine,
not exceeding 10% of the aggregate nominal
amount of the share capital of the Company;
Authority expires the earlier of the
conclusion of the AGM of the Company or the
expiration of the period within which the
next AGM of the Company is to be held by
Articles of Association
Yanzhou Coal Mining Co N/A 6109893 25-Jun-2004 1. Approve the working report of the Board Issuer Take no action *
of Directors of the Company Board for the YE
31 DEC 2003
2. Approve the working report of the Issuer Take no action *
Supervisory committee of the Company for the
YE 31 DEC 2003
3. Approve the audited financial statements Issuer Take no action *
of the Company as at and for the YE 31 DEC 2003
4. Approve the profit distribution plan and Issuer Take no action *
the final dividend and special cash dividend
distribution plans of the Company for the
YE 31 DEC 2003 and authorize the Board to
distribute such final dividend and special
cash dividend to the shareholder of the Company
5. Approve to fix the remuneration of the Issuer Take no action *
Directors and Supervisors of the Company for
the YE 31 DEC 2004
6.1 Appoint Mr. Wang Xin as Director of the Issuer Take no action *
Company until the conclusion of the next AGM
of the Company
6.2 Appoint Mr. Wang Xinkun as Director of Issuer Take no action *
the Company until the conclusion of the next
AGM of the Company
6.3 Appoint Mr. Wang Quanxi as Director of Issuer Take no action *
the Company until the conclusion of the next
AGM of the Company
7. Appoint Deloitte Touche Tohmatsu Issuer Take no action *
certified public accountants in Hong Kong and
Dolitte Touche Tohmatsu certified Public
Accountants Ltd. certified public accountants
in PRC excluding Hong Kong as the Company's
international and domestic Auditors for the
Year 2004, to hold office until the conclusion
of the next AGM and fix their remuneration
S8. Amend the Articles of Association of the Issuer Take no action *
Company and authorize the Board to do all such
things as necessary in connection with
such amendments
* Management Position Unknown
SIGNATURES
Pursuant to the requirements of the Investment Company Act of 1940, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
The China Fund, Inc.
By: /s/ Gary L. French
-------------------------
Gary L. French
President
August 30, 2004