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Announcement of (2010) Equity Distribution Program of Chongqing Zongshen Power Machinery Co., Ltd.20th April, 2011
      Date:2011-12-09
20th April, 2011
The members of the Board and the Company acknowledge being responsible for the truthfulness, accuracy, and completeness of the announcement. There isn’t any false record, misleading statement or significant omission carried in this announcement.
 1. Term number and date of general meeting of stockholders approving the Program
The (2010) equity distribution program of the Company has been reviewed and approved by the (2010) annual general meeting of stockholders held in 22nd March, 2011.
 2. Equity distribution program
The (2010) equity distribution program of the Company: on the basis of 1,021,054,653 total shares issued by 31st December, 2010, the Company plans to fund cash dividend of RMB 4.00 for every 10 shares (before tax. After tax, the individual stockholders, investment funds and qualified foreign institutional investor obtain cash dividend distribution of RMB 3.60 per 10 shares). Capital reserve is not converted into share capital this year.
 3. Date of record and ex-rights ex-dividend date
The date of record of distributed equity is 13th April, 2011, and the ex-rights ex-dividend date is 14th April, 2011.
 4. Objects to which rights and equity distributed
The objects to which rights and equity are distributed are all stockholders registered in China Securities Depository and Clearing Corporation Limited Shenzhen Branch (“CSDCCL Shenzhen Branch” for short) by the time of Shenzhen Stock Exchange closing in the afternoon of 13th April, 2011.
 5. Distribution method of equity
 1. The Company entrusts CSDCCL Shenzhen Branch to transfer the distributed dividend directly into stockholder’s capital account through stockholder custody securities firm (or other depository institution) in 14th April, 2011.
 2. Dividend of following shares will be distributed by the Company.
 3. If investor carries out transfer of custody in ex-rights ex-dividend date, the dividend is obtained from the original custody security firm.
 6. Adjustment of relative parameters
 6.1 Minimum price of reduction of share promised by stockholder and adjustment of price of share reduction
 (1) Chongqing Zongshen High-speed Boat Development Co., Ltd made additional promise on 7th July, 2007: “All held shares that will be unrestricted and be circulated in market on 25th January, 2009 will be restricted for another three years voluntarily since 26th January, 2009. If the share price on secondary stock market of Zongshen Power drops below RMB 30/ share (the price shall be subject to corresponding treatment where the share or entitlement is changed due to dividend, share placement and bonus shares), we do not reduce shares through secondary market”.
The profit distribution program of year 2008 is reviewed and approved by the 2008 annual general meeting of stockholders held in 17th April, 2009: on the basis of 462,015,680 total shares issued by 31st December, 2008, the Company plans to fund cash dividend distribution of RMB 2.00 (before tax) for every 10 shares, meantime, convert the capital reserves into share at the rate of 3 shares for every 10 shares.
The profit distribution program of year 2009 is reviewed and approved by the 2009 annual general meeting of stockholders held in 15th April, 2010: on the basis of 600,620,384 total shares issued by 31st December, 2009, the Company plans to distribute bonus share to all stockholders at the rate of 2 shares for every 10 shares, and fund cash dividend distribution of RMB 0.50 (before tax) for every 10 shares, meantime, convert the capital reserves into share at the rate of 5 shares for every 10 shares.
The profit distribution program of year 2010 is reviewed and approved by the 2010 annual general meeting of stockholders held in 22nd March, 2011: on the basis of 1,021,054,653 total shares issued by 31st December, 2010, the Company plans to fund cash dividend distribution of RMB 4 (tax inclusive) for every 10 shares.
According to corresponding calculation of ex-right and ex- dividend, make an additional promise as: if the share price on secondary market of Zongshen Power drops below RMB 13.05 /share, we shall not reduce shares through secondary market.”
 6.2 Adjustment of price of private placement
The annual general meeting of stockholders of year 2010 held in 22nd March, 2011 approved the Proposal of Private Placement to Specific Objects of the Company. The pricing ex-date of the private-placed shares is the date of solution of No.16 meeting of No. 7 board of directors (1st March, 2011). The placed price is not less than 90% average strike price in the 20 trading days before the pricing ex-date, that is, not less than RMB 8.94 per share. The specific price will be determined by the board of directors, consulting sponsor (lead underwriter) according to application offer of the specific objects and price precedence principle after the approval on issuing price is obtained.
According to corresponding ex-right ex-dividend price, the issuing price reference of the privately placed share is adjusted to “not less than RMB 8.54 /share”.
 7. Consultation
Consultant institution: Directors’ Office of Chongqing Zongshen Power Machinery Co., Ltd.
Consultation address: Zongshen Industrial Park, Ba’nan District, Chongqing
Contact: Huang Peiguo, Li Jianping, Liu Yonghong
Telephone number: (023) 66372632
Fax number: (023) 66372648
 8. List of documents for inspection
 8.1 Resolution on distribution program of general meeting of stockholders.
 8.2 Documents about timing of dividend distribution, capital conversion of the Company.
Board of Directors
Chongqing Zongshen Power Machinery Co., Ltd.
7th April, 2011
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