First Earnings Release Fifth Board

Updated date:2016/5/26 下午 05:44:47

Stock Code: 002 105 securities referred to: Nobutaka Industry Announcement Number: 2016-027

HL CORP(SHENZHEN), Ltd.

First Earnings Release Fifth Board

The Company and all members of the Board of Directors to ensure the information disclosed is true, accurate and complete, not false, misleading statements or material omissions.

First, the case of Board Meeting

HL CORP(SHENZHEN), Ltd. (hereinafter: Company) The first meeting of the fifth Board notice in May 14, 2016 by fax and e-mail issue, the meeting on May 24, 2016 in Bao'an District of Shenzhen City BITOU third industrial zone Songgang town Nobutaka company's new office building, Building A conference room held on site. Meeting should go to director 11 actually attended nine directors. In addition, Mr. Liao lake due to travel Attorney Mr. Liaoxue Sen represented and voting, Director Ms. Liao Beijun due to travel on behalf of Attorney chairman Mr. Liao Xuejin present and voting. The meeting was chaired by the chairman Mr. Liao Xuejin. The meeting, in line with "Company Law of People's Republic of China" and other laws, administrative regulations, departmental rules and regulations, regulatory documents and the company "Articles of Association". The supervisors and senior management attended the meeting.

Second, the deliberations of the Board of Directors Meeting

The meeting examined and adopted the following resolution:

1, consider the motion "on the election of Mr. Liao Xuejin served as chairman of the Fifth Board" of

11 votes in favor, 0 votes abstained and 0 votes against.

Resolution: Election of chairman Mr. Liao Xuejin Fifth Board for a term of three years, and the fifth term of the Board of Directors the same. Mr. Liao Xuejin resume detailed in the annex.

2, consider the motion "on the election of the fifth member of the Board Nomination Committee, Remuneration and Appraisal Committee, the Audit Committee, the Strategic Committee," the

11 votes in favor, 0 votes abstained and 0 votes against.

Resolution: members of the Committee had agreed that the special election of the fifth board of directors as follows:

(1) Nominations Committee:

        Members: Wei Tianhui (independent director), Liao Beijun (non-independent director), Wang Zhaowen (independent director)

(2) Remuneration Committee:

        Members: Liang Xia (independent director), Liaoxue Sen (non-independent directors), Liu Shuang (independent director)

(3) The Audit Committee:

        Members: Liang Xia (independent director), Zhuangxian Yu (non-independent directors), Liu Shuang (independent director)

(4) Strategy Committee:

        Members: Liao gold (non-independent directors), Liao Lake (non-independent director), Wang Zhaowen (independent director)

Such member term of three years, and the fifth term of the Board of Directors the same.

3, consider the motion "on the appointment of Mr. Liao Lake duties as general manager of the company," the

11 votes in favor, 0 votes abstained and 0 votes against.

Resolution: I agree the reappointment of Mr. Liao Lake duties as general manager for a term of three years, and the fifth term of the Board of Directors the same. Mr. Liao Lake resume detailed in the annex.

4, to consider the motion "on the appointment of Mr. Qiu Donghua, Ms. Chen Liqiu as the company's deputy general manager," the

11 votes in favor, 0 votes abstained and 0 votes against.

Resolution: I agree the reappointment of Mr. Qiu Donghua, Ms. Chen Liqiu as deputy general manager duties, term of three years, and the fifth term of the Board of Directors the same. Biography See Annex.

5, consider the motion "on the appointment of Ms. Chen Liqiu served as Secretary of the Board duties," the

11 votes in favor, 0 votes abstained and 0 votes against.

Resolution: I agree the reappointment of Ms. Chen Liqiu duties as Secretary of the Board for a term of three years, and the fifth term of the Board of Directors the same. Biography See Annex.

Secretary of the Board of Directors of communication as follows:

Phone: 0755-27749423-8015

Fax: 0755-27746236

E-mail: cmo@hlcorp.com

Contact Address: Shenzhen Baoan District Office head Bi third industrial zone

6, consider the motion "on the appointment of Mr. Qiu Donghua as the company's chief financial officer and chief financial officer positions," the

11 votes in favor, 0 votes abstained and 0 votes against.

Resolution: The company agreed to re-appoint Mr. Qiu Donghua served as chief financial officer and chief financial officer positions, three-year term and the fifth term of the Board of Directors the same. Biography See Annex.

7, to consider "on the appointment of travel wing was built for the company's internal audit department responsible - Total Internal Audit Audit" bill

11 votes in favor, 0 votes abstained and 0 votes against.

Resolution: I agree the reappointment of travel wing built for the company's internal audit department responsible - Total Internal Audit Department audit, three-year term and the fifth term of the Board of Directors the same. Biography See Annex.

8, consider the motion "on the appointment of Mr. Zhou Jie as securities representative"

11 votes in favor, 0 votes abstained and 0 votes against.

Resolution: all directors consider: Mr. Zhou Jie is the current securities transactions on behalf of the company, with strong financial, legal, financial, computer applications and other professional knowledge, with good professional ethics and personal morality, no criminal record, and has been made Secretary of the Board qualification certificates. He agreed to re-appoint Mr. Zhou Jie as securities affairs representative, to assist the Secretary of the Board perform their duties.

Communication securities affairs representative as follows:

Phone: 0755-27749423-8182

Fax: 0755-27746236

E-mail: Chester_zhou@hlcorp.com

Contact Address: Shenzhen Baoan District Office head Bi third industrial zone

After the meeting was the formation of the Fifth Board of Directors and senior management concurrently the number of directors by the employees' representatives in total does not exceed one-half of the total number of company directors.

Independent directors of the Company The appointment of senior management agreed to publish independent opinions, as detailed in this announcement the same day the company published in the designated disclosure media giant tidal network (http://www.cninfo.com.cn) on "independent directors of independent advice on related matters."

9 to consider "on the change of the company name," the motion

11 votes in favor, 0 votes abstained and 0 votes against.

Resolution: all directors unanimously adopted the proposal of "change the company name," the.

Since the establishment of the company after 25 years of business development, from the original professional development, production, sales of bicycle parts across to cover sports and fitness equipment, rehabilitation equipment in the field of national sports, health, leisure "big health" industry chain cluster.

In response to "deploy to accelerate the development of sports industry to promote sports consumption promoting public health," the spirit of the executive meeting of the State Council promulgated in 2014 with the "Opinions on Accelerating the development of sports industry to promote sports consumption" and 18 Fifth Plenary Session of the State Council held the end of 2014 the "healthy China" into "thirteen five-Year plan" and other national policies and better implementation of the company business development needs of the "big health" industry, good transition from sports, health equipment manufacturing industry to upgrade manufacturing + services long-term strategic planning, through careful research firm strategy Committee, proposed that the company's original Chinese name "HL CORP(SHENZHEN), Ltd." changed to "HL CORP(SHENZHEN), Ltd.", the English name of the company remain unchanged. The specific name of the company after the change to the final approval of the administrative department for industry and commerce shall prevail.

2016 Second Extraordinary General Meeting embodiment of the present proposal will be submitted to the Company; intends General Meeting to authorize the Board of Directors to the shareholders' meeting, in accordance with the right to request government approval of the views or business registration authority approving authority proposed for the company registration information registration changes. General meeting of shareholders until further notice.

10 considered "on the changes registered address," the motion

11 votes in favor, 0 votes abstained and 0 votes against.

Resolution: all directors unanimously adopted the proposal of "change registered address".

To suit the Longhua New Area Government on the "Longhua Business Center" development and construction, in December 2013 and the Shenzhen Zhongzhou Group Co., Ltd. (hereinafter referred to as "Zhongzhou Group") signed a "business center transformation projects, Longhua relocation compensation and resettlement agreement "according to the agreement, the company must be received by March 31, 2016 will be transferred to the plant in Longhua vacated Zhongzhou Group.

The company was in the Longhua plant vacated before March 31, 2016, and formally handed over to the original Longhua plant Zhongzhou Group disposed on April 25, 2016. So far, the company Longhua plant removal work has been completed, the company operates from offices and factories move to Longhua factory Songgang, please see "on the implementation of <relocation compensation and resettlement agreement> announcement of progress" (Bulletin No.: 2016-025 ), so the need for industrial and commercial companies registered business address to do the following changes:

Registered address before the change: Longhua District Longhua office Long Road 65

After the change of registered address: Shenzhen Baoan District Office head Bi third industrial zone

The motion will be submitted to the company in 2016 Second Extraordinary General Meeting, to be General Meeting to authorize the Board of Directors for the registration and other related procedures, the shareholders' meeting until further notice.

11 to consider the motion "on the amendments to the Articles of Association"

11 votes in favor, 0 votes abstained and 0 votes against.

Resolution: all directors unanimously passed a motion to "amend the Articles of Association".

As the company name, registered address proposed regulations change, "Company Law", "Securities Law" and "Articles of Listed Company Guidelines" and the company "Articles of Association", to be appropriate to the relevant provisions of the Company "Articles" amendments specific amendments are as follows:

Prior to its amendment "Articles":

The first is to maintain HL CORP(SHENZHEN), Ltd. (hereinafter referred to as the "Company"), the legitimate rights and interests of shareholders and creditors, to regulate the organization and behavior, according to "People's Republic of China Company Law" (hereinafter referred to as "the" Company Law "," ), "Securities law of People's Republic of China" (hereinafter referred to as the '' Securities Act '') and other relevant regulations, the development of this constitution.

Article Registrar of Companies: HL CORP(SHENZHEN) , Ltd..

Article domicile of the company: Longhua District Longhua office Long Road 65, postal code: 518109.

"Articles" as amended:

The first is to maintain HL CORP(SHENZHEN) , Ltd. (hereinafter referred to as the "Company"), the legitimate rights and interests of shareholders and creditors, to regulate the organization and behavior, according to the Company Law, "People's Republic of China Company Law" (hereinafter referred to as "" ""), "Securities law of People's Republic of China" (hereinafter referred to as the '' Securities Act '') and other relevant regulations, the development of this constitution.

Article Registrar of Companies: Shenzhen letter Lung Health Industry Development Co., Ltd.

Article Company Address: Shenzhen Baoan District Office head Bi third industrial zone, postal code: 518105.

The rest of "Articles" remain unchanged.

The motion will be submitted to shareholders by special resolution under consideration, and to the shareholders of the General Assembly, after consideration by the approving authority is entitled to apply for the "constitution" and the record company registration changes. "Companies amendment to the Constitution" (Bulletin No.: 2016-029) See this announcement the same day the company published in the designated media for information disclosure Securities Times, www.cninfo.com.cn on http://www.cninfo.com.cn.

Third, the reference file

1. signed by Board of Directors meeting and stamped with the seal of the resolution of the Board;

2. Other documents required by the Shenzhen Stock Exchange.

Special announcement.

                                           HL CORP(SHENZHEN), Ltd. Board of Directors

                                                                              May 26, 2016

 

annex:

First, the "chairman resume"

Mr. Liao Jin incumbent chairman, male, born in March 1947, Chinese nationality, a native of Taiwan. The directors by the shareholders to nominate Lee Tian Development Co., Ltd., the General Assembly unanimously adopted by the company was founded, and by 2009, 2012, 2015, unanimously adopted by the Annual General Meeting, for a term beginning November 2003 to May 2019.

Mr. Liao Xuejin except for the current chairman of the company, its recent five-year tenure as principal work experience: Lee Tian car material (Shenzhen) Ltd (September 1989 to date), HL CORP (USA), chairman (1991 6 month to date), Taicang HL CORP car expected Ltd. chairman (December 2000 to date), the Shenzhen Science and Technology Co., Ltd. chairman dish letter (November 2004 to date), Nobutaka Industrial (Hong Kong) Ltd (November 2004 date), Shenzhen letter Lung health industry development Co., Ltd. (April 2005 to date), Yi into the car material (Kunshan) Co., Ltd. chairman and General Manager (April 2008 to September 2013), Tianjin Nobutaka industrial Co., Director Nobutaka car material industrial Co., Ltd., (October 1976 to date), WISE CENTURY GROUP LTD chairman (January 2002 to date), Lee Tian development (1989; chairman (March 2010 to date). in April so far), the letter Lung health industry (Taicang) Co., Ltd. Executive Director and General Manager (January 2013 to date), Shenzhen industry Co., Ltd. chairman Rim park Style (June 2015 to date), Taiwan Cycling Association executive director, vice president of the Shenzhen Import and Export Chamber of Commerce, Federation of industries of Shenzhen, vice president, vice president of the Shenzhen bicycle industry Association, Shenzhen enterprise Association vice president.

Mr. Liao Xuejin for the actual control, indirectly held shares of the company 15.6956% Shareholders FERNANDO CORPORATION Mr. Liao Xuejin and holding more than 5% of the shares of non-affiliated; incumbent Mr. Mr. Liao Xuejin with the current company director, general manager Liao Lake, the company Liaoxue Sen Mr. brothers relationship with the current directors of the company, Ms. Liao Beijun as father-daughter relationship, with the current directors of the company Ms. Chen Xue as husband and wife; Mr. Liao Xuejin not have one case of "company Law" provisions of Article 146, nor is the presence of the SFC China will be determined as the situation Shichangjinru and not yet released, has not been publicly identified as the Shenzhen Stock exchange is not suitable as a listed company directors, supervisors and senior management personnel; not by China Securities Regulatory Commission administrative penalties in the last three years; in the last three years without or publicly condemned by the stock exchange more than three times criticized; the case on suspicion of a crime by the judicial investigation or alleged illegal China Securities Regulatory Commission to initiate an investigation does not exist.

Second, the "executives resume"

Mr. Liao Lake incumbent, General Manager, male, born in April 1959, Chinese nationality, a native of Taiwan. The directors by the shareholders to nominate Lee Tian Development Co., Ltd., the General Assembly unanimously adopted by the company was founded, and by 2009, 2012, 2015 Annual General Meeting unanimously adopted a term from November 2003 to May 2016.

Mr. Liao lake except for the incumbent directors, general manager, its most recent five years of major experience of office: Director Taicang HL CORP car expected Ltd., General Manager (December 2000 to date), director Lee Tian car material (Shenzhen) Co., Ltd. General Manager (February 2004 to date), HL CORP (USA) Director (October 2004 to date), Science and Technology Co., Ltd. Shenzhen letter Singles directors (November 2004 to date), Nobutaka Industrial (Hong Kong) Limited (2004 November date), Shenzhen letter Lung health industry development Co., Ltd. Director and General Manager (April 2005 to date), director Yi as car material (Kunshan) Co., Ltd. (April 2008 to September 2013), Tianjin Nobutaka industrial Director (March 2010 to date); HL CORP car expected industry Co. supervisors (October 1976 to date), MAYWOOD HOLDINGS LTD chairman (January 2002 to date), the HL CORP(SHENZHEN) , Ltd. supervisors. (January 2013-present), Director of Shenzhen Rim park Style industry (June 2015 to date). Mr. Liao lake within the industry has experienced more than 30 years, pro-development and production technology company leading import, product design and development work carried out and ERP management system, TPS production management system, the establishment of an integrated KPI performance management platform to run.

The actual control of Mr. Liao Lake indirect stake in the company 8.9437%, its individual not directly hold shares of the company, Mr. Liao lake is the controlling shareholder of the company, "Li Tian Development Co., Ltd." shareholders "MAYWOOD HOLDINGS LTD." The man with the holders of more than 5% shareholders FERNANDO shares CORPORATION non-affiliated; Mr. Liao lake with the current chairman Mr. Liao Xuejin, a Director of the company Mr. Liao Xuesen brothers relationship with the current directors of the company is Ms. Liao Beijun uncles relationship with the current directors of the company to Ms. Chen Xue Shusao relationship ; Mr. Liao Lake does not have one of the circumstances under Article 146, "Company Law", the case was identified as the China Securities Regulatory Commission and not yet released Shichangjinru not there, the Shenzhen Stock exchange has not been identified as unfit for public listing directors, supervisors and senior management personnel; China Securities Regulatory Commission administrative penalties have not been within the last three years; the stock exchange in the last three years has not been publicly condemned or criticized more than three times; there is no suspicion of a crime by the judicial investigation or suspected illegal investigation to initiate the China Securities Regulatory Commission.

Qiu Donghua male, born in July 1966, Chinese nationality, a native of Taiwan, the Department of Finance undergraduate college. Former American Express Co., the credit card credit commissioner, Shanghai Commercial and Savings Bank Foreign Ministry clerk, was special assistant to general manager of electronic gmbh, 2000 into the company, served as Division Marketing Division Manager drivers, Deputy General Manager of the Company, financial director. Mr. Qiu Donghua does not hold shares of the company, and the company holds more than 5% of the shares of shareholders, actual controllers, other directors, supervisors and senior management relationship does not exist, it does not have the "Company Law" provisions of Article 146 of the case First, the Chinese are not there to be determined by the Commission for the case Shichangjinru and not releasing the Shenzhen Stock exchange has not been identified as unfit for public listed company directors, supervisors and senior management personnel; have not been in the last three years, China Securities and Futures Commission COUNCIL punishment; not been publicly condemned by the stock exchange in the last three years or more than three times criticized; there is no suspicion of a crime by the judicial investigation or alleged cases of illegal China Securities Regulatory Commission to initiate an investigation.

Chen Liqiu female, born in November 1956, Chinese nationality, a native of Taiwan, Department of Economics graduate degree. Li Ren Xinlong Industrial Co., Ltd. bicycle parts business, vice president and general manager room manager, Nobutaka Industry (Shenzhen) Co., manager of overseas business department. Deputy general manager of the Company, Secretary of the Board, HL CORP (USA) Director. Ms. Chen Liqiu not hold shares of the company, and the company holds more than 5% of the shares of shareholders, actual controllers, other directors, supervisors and senior management relationship does not exist, it does not have the "Company Law" provisions of Article 146 of the case First, the Chinese are not there to be determined by the Commission for the case Shichangjinru and not releasing the Shenzhen Stock exchange has not been identified as unfit for public listed company directors, supervisors and senior management personnel; have not been in the last three years, China Securities and Futures Commission COUNCIL punishment; not been publicly condemned by the stock exchange in the last three years or more than three times criticized; there is no suspicion of a crime by the judicial investigation or alleged cases of illegal China Securities Regulatory Commission to initiate an investigation.

Ms. Chen Liqiu Shenzhen Stock Exchange Secretary of the Board to participate in qualification training, after passing the examination board secretary has made qualification certificates.

Tour Jianrong male, born in August 1960, Chinese nationality, a native of Taiwan, the company's Internal Audit Department General Inspectorate, National Taipei University Qi Yansuo (MBA) graduate. Former Acer Digital Technology Co., Ltd. Administration Associate, Internal Audit Department of the Company General Inspectorate for a term beginning February 2014 to May 2019. Tour built wing does not hold shares of the company, and the company holds more than 5% of the shares of shareholders, actual controllers, other directors, supervisors and senior management relationship does not exist, it does not have a case of "Company Law" provisions of Article 146 First, the Chinese are not there to be determined by the Commission for the case Shichangjinru and not releasing the Shenzhen Stock exchange has not been identified as unfit for public listed company directors, supervisors and senior management personnel; have not been in the last three years, China Securities and Futures Commission COUNCIL punishment; not been publicly condemned by the stock exchange in the last three years or more than three times criticized; there is no suspicion of a crime by the judicial investigation or alleged cases of illegal China Securities Regulatory Commission to initiate an investigation.

Third, the "Securities Representative resume"

Zhou Jie, male, born in October 1981, Chinese nationality, native of Jiangsu, Bachelor of Business Administration, Shandong University of Science and Technology graduate. Former Shenzhen Pengcheng CPAs three auditors, project manager. 2008 into the company, currently the manager of the accounting department, securities affairs representative. Mr. Zhou Jie does not hold shares of the company, and the company holds more than 5% of the shares of shareholders, actual controllers, other directors, supervisors and senior management not related to, China Securities Regulatory Commission and other relevant departments have not received penalties and Stock discipline. Mr. Zhou Jie Shenzhen Stock Exchange Secretary of the Board qualify to participate in the training, after passing the examination board secretary has made qualification certificates.



Legal statement

Shenzhen HL Corp are subject to the final approval of the government departments and formal legal documents, HL Corp has the final interpretation, please note。