4. Information on Shareholders' Meeting

According to the decision made by the twelfth meeting of the first Board of Directors, the Company issued the notice of 1997 Annual General Meeting by public announcements on April 20, 1997 and May 21,1997. Such meeting was held on June 30, 1998 at Dong Chang Cinema, Pudong New Area, Shanghai. It was attended by 707 shareholders or their proxies, representing 903,751,495 shares or 67.74 per cent of the Company's total share capital. The relevant stipulations of the Articles of Association and the PRC Company Law were met. The meeting passed resolutions by ballot as follows:

1. Approved the Work Report of the Board of Directors which set out details of the work of the Board during the year.
2. Approved the Work Report of the Supervisory Committee which set out details of the work of the Supervisory Committee during the year. The Report also expressed independent opinion on relevant matters concerning the operation of the Company in accordance with laws.
3. Approved the Business Report of the Chairman of the Board. Due to sluggish property market and the financial crisis in Asia, the Company could not fulfil the 1997 business targets. The overall business target for 1998 is to maintain the present scale of operation.
4. Approved the 1997 Final Accounts and the 1998 Financial Budget. The distributable profit of the Company was 280,067,681.89 yuan, being the sum of the realized net profit of 445,316,591.85 yuan in 1997 and the unappropriated profit at the beginning of the year of 6,234,805.90 yuan less the Company's allocations to, inter alia, the statutory surplus reserve fund, statutory public welfare fund and discretionary surplus reserve fund, each of 10%, and the surplus reserve fund of subsidiaries for the year. It was decided that no profit would be distributed during the first half of the year 1998.
5. Approved the Report of Amendments to the Articles of Association of the Company. The Meeting had amended the Articles of Association in accordance with the requirements of the Guidelines on Articles of Association of Listed Companies. The amended Articles of Association granted the mandate to the Board of Directors to make investments not exceeding 30% of the net asset of the Company.
6. Approved the Report on Appointment of the Accountants and decided to re-appoint Da Hua Certified Public Accountants and PricewaterhouseCoopers to undertake the financial audit work for the Company and authorized the management of the Company to decide their remuneration.
7. Elected seven members to form the second Board of Directors and three members to form the second Supervisory Committee. The seven members of the Board elected were Wang Chongji, Wang Xinkui, Zhang Zhe, Wang Yagu, Zheng Shangwu, Jia Chunrong and Kang Huijun. The three members of the Supervisory Committee were Zhang Yaolun, Qian Jiahong and Fu Liyu.

The 1997 Annual General Meeting was notarized by the Shanghai Notary Office.

Particulars of the directors and supervisors currently in office are as follows:

Mr. Kang Huijun,  42, chairman of the Board of Directors and general manager for a term of three years. His remuneration for the year (six months) was 25,468 yuan. His previous positions include secretary of the Shanghai City Huangpu District of the Youth League Committee, deputy director and director of Publicity Division (and committee member) of Shanghai City Huangpu District of the Chinese Communist Party, assistant minister and minister of the office of the Foreign Economic and Trade Commission of Shanghai City Huangpu District, director of the Bureau of Economic and Trade of Shanghai City Pudong New Area, secretary of the Communist Party and general manager of Shanghai Lujiazui Development (Group) Co., Ltd.

Mr. Wang Chongji, 71, director for a term of three years. His remuneration was not paid by the Company. His previous positions include manager of Shanghai Textile Industry Company, deputy director of Shanghai Textile Industry Bureau, party deputy secretary and deputy director of the Shanghai City Planning Commission, assistant minister of the Shanghai City Standing Committee of the National People's Congress. Mr. Wang has now retired.

Mr. Wang Yagu, 54, director and deputy general manager for a term of three years. His remuneration was not paid by the Company. His previous positions include deputy manager of the Shanghai Knitwear Procurement and Supply Station, director of the business division of the Shanghai First Commercial Bureau, manager of the Shanghai Foreign Supply Company and deputy general manager of Shanghai Lujiazui Development (Group) Co., Ltd.

Mr. Zheng Shangwu, 56, director for a term of three years. His remuneration for the year was 42,243 yuan. His previous positions include division director of the Shanghai branch of the People's Construction Bank of China, general manager of the Shanghai Constructional Engineering Tendering and Consulting Company and deputy party secretary of Shanghai Lujiazui Development (Group) Co., Ltd.

Mr. Zhang Zhe, 43, director and deputy general manager for a term of three years. His remuneration for the year was 40,325 yuan. His previous positions include the secretary of the Youth League Committee of the general office of the Standing Committee of the National People's Congress, deputy department director of the general office of the Ministry of Railway, deputy department director and department head of the research bureau and economic and trade bureau of the Taiwan Affair Office under the State Council, and department director in the united-front department of CPC and deputy general manager of Shanghai Lujiazui Development (Group) Co., Ltd.

Mr. Wang Xinkui, 52, director for a term of three years. His remuneration was not paid by the Company. His previous positions include associate professor and professor of Shanghai Foreign Trade Institute and deputy dean and dean of Shanghai Foreign Trade Institute.

Mr. Jia Chunrong, 51, director of a term of three years. His remuneration was not paid by the Company. His previous positions include deputy head of the Finance Department of Shanghai Electrical Appliances Complete Set Factory, finance manager of Shanghai International Shopping Centre, finance manager of International Software Automation (Shanghai) Company, planning and finance manager and subsequently deputy general manager and deputy chief economist of Shanghai City Shangtou Industrial Company.

Mr. Zhang Yaolun, 46, chairman of the Supervisory Committee for a term of three years. His remuneration was not paid by the Company. His previous positions include section chief and deputy department director in the Shanghai Municipal Bureau of Finance, director of the second sub-bureau of the Municipal Bureau of Finance, director assistant and deputy director of the Bureau of Finance and director of Bureau of Finance of the Pudong New Area and assistant minister of the Administrative Commission of the Pudong New Area.

Mr. Qian Jiahong, 50, supervisor for a term of three years. His remuneration for the year was 38,440 yuan. His previous positions include deputy section chief of the office of the Shanghai City Huangpu District Committee of the Chinese Communist Party, assistant minister of the office of the Shanghai City Huangpu District People's Government, minister of the Pudong Development Office of the Shanghai City Huangpu District People's Government, minister of the office of the Shanghai Lujiazui Finance and Trade Zone Development Corporation, deputy general manager of Shanghai Fortune World Development Co., Ltd. and party deputy secretary of Shanghai Lujiazui Development (Group) Co., Ltd.

Ms Fu Liyu, 53, supervisor for a term of three years. Her remuneration for the year was 34,508 yuan. Her previous positions include finance director and education director of Shanghai City Mechanical and Electrical Design Research Institute, party deputy secretary, party secretary and principal of Shanghai City Mechanical and Electrical Industrial School and Shanghai City Mechanical and Electrical Bureau Vocational University and chief accountant of Shanghai Lujiazui Finance and Trade Zone United Development Co., Ltd.

Mr. Zhu Wei, 42, secretary of the Board of Directors for a term of three years. His remuneration for the year was 30,250 yuan. His previous positions include the principal staff member of the project headquarters of the Baoshan Iron & Steel Group and manager of the planning department of the Shanghai Lujiazui Finance and Trade Zone United Development Co., Ltd.

During the report period, Mr. Wang Ande, Mr. Ren Lianyou and Mr. He Yiping retired as directors of the Company while Mr. Shen Bogen and Mr. Zhu Wei retired as supervisors of the Company, upon the expiry of their respective service terms.