Notice Of The Second Meeting Of The Seventh Board Of Directors Of The Orient Group Limited By Share Ltd And The Notice Of Convening The 2011 Provisional Shareholders' Meeting

The company and Board of directors All members ensure that the contents of this announcement do not exist. false Records, misleading statements or major omissions, and their contents. real Sex, accuracy and completeness bear Individual and associated responsibility 。

The second meeting of the seventh board of directors of Dongfang Group Limited by Share Ltd was held in August 2, 2011 by means of communication. The notice of the board meeting was sent to all the directors in the form of mail in July 27, 2011. The number of directors who should participate in the voting was 7, and the actual number of voting directors was 7. The meeting was held in accordance with the provisions of the company law and the articles of association.

1. The motion on the 65% and 35% shareholding of Dongfang Industrial Co., Ltd., which is owned by Harbin Dongguan light industrial wholesale market Co., Ltd. and Beijing Kelly blue garden greening Co., Ltd.

The motion of 65% and 35% equity of Industrial Co., Ltd., 65% and 35% shares of Orient Home Industrial Co., Ltd., which are owned by Dongfang home limited company, Beijing subsidiary Co., Ltd., respectively, by the Harbin light industry wholesale market Co., Ltd., and Beijing Kelly blue garden greening Co., Ltd., the transferee price is based on the number of "Dongfang Jiayuan industrial limited company's equity transfer project assets appraisal report" of Xiang Zi international 048 (No. 2011) 048. The net asset value of 796 million 449 thousand and 800 yuan is assessed. The parties agree that the total purchase price of all the target shares is 796 million 449 thousand and 800 yuan yuan, of which the Harbin TKC light industry wholesale market Co., Ltd. is the transferee price of RMB yuan, and the Beijing Kelly blue garden greening Co., Ltd. is the transferee price. 1, the second session of the seventh board of directors of the company considered and passed the "Oriental home" held by Harbin Dongguan light industrial wholesale market Co., Ltd. and Beijing Kelly blue garden greening Co., Ltd. It's RMB 278 million 757 thousand and 400 yuan. According to the audit report no. 0339 issued by Zhong Lei accounting firm Limited (2011), as of May 31, 2011, the consolidated financial statements of Orient Home Industrial Co., Ltd. were attributable to the parent company's net assets of 478 million 229 thousand and 300 yuan. The transfer is expected to yield 318 million 220 thousand and 500 yuan before tax transfer.

2, the transaction does not constitute related transactions.

3, the transfer of shares must be approved by the shareholders' meeting.

4, according to the seventh "termination rights" related agreements signed by the three parties in the share purchase agreement, it terminates the "equity acquisition agreement" signed by Shanghai Zhengda Jingcheng Enterprise Development Co., Ltd. and Shenzhen Zhongke Hong Yi Venture Investment Co., Ltd. and orient home limited. Goldman law firm has issued a legal opinion on the termination of the act, and considers that there is no major legal obstacle, and subsequent matters shall be resolved separately by the parties to the agreement. In view of the above matters, Harbin Tsun light industrial wholesale market Co., Ltd. and Beijing Kelly blue garden greening Co., Ltd. agreed to undertake potential legal risks in the transaction contract.

For details, see the August 2, 2011 major issues of Limited by Share Ltd of the Orient Group and the notice of share transfer.

The result of the vote: 7 votes, 0 votes, 0 votes.

Two. The motion on issuing corporate bonds.

1, the scale of issuance: the size of the corporate bonds issued is not more than RMB 2 billion yuan, and the accumulated bond balance after issuance is not more than 40% of the latest net assets.

2. Placing arrangements for the original stockholders of the company: the company bonds issued can be allocated to the original shareholders of the company, and the specific placing arrangements, including the placing and placing ratio, shall be submitted to the shareholders' meeting to authorize the board of directors to decide on the market conditions and specific issues.

3, the term of bonds: the period of issuance of corporate bonds is not more than 7 years, it can be a single term variety, or it can also be mixed varieties with a variety of maturities. The size of the specific time limit and the time limit for issuing the varieties will be submitted to the shareholders' meeting to authorize the board of directors to decide on the basis of relevant regulations and market conditions and to disclose them in the corporate bond prospectus.

4, the purpose of raising funds: raised funds will be used to supplement liquidity, repay bank loans and adjust the debt structure.

5, the validity period of the resolution is valid within 24 months from the date of approval of the shareholders' meeting; {page_break}

6. The relevant issues concerning the issuance of corporate bonds by the Licensing Companies Board of directors at the general meeting of shareholders.

(1) licensing matters relating to corporate bond issuance

(1) to draw up the Licensing companies's board of directors of the shareholders' meeting and submit the relevant application documents to the regulatory authorities, obtain approval from the regulatory authorities, and sign documents and agreements related to the issuance and listing of the company's bonds.

(2) the Licensing Companies Board of directors should be invited to make specific plans for the issuance of corporate bonds according to the market conditions, including but not limited to: determining the specific amount of issuance, duration of bonds, interest rates, purposes of raising funds, whether to design repurchase or redemption, such as terms and time of issuance, including whether the issue is issued in installments and the quantity of each issue, etc., issues such as listing sites, specific purchase methods, shareholders' placing, debt paying arrangements, and determining related guarantee arrangements.

(3) decide to invite intermediary agencies and bond trustee managers to participate in the issuance of the company's bonds.

(4) dealing with the listing and trading of corporate bonds in accordance with the relevant provisions of securities trading places;

(5) if the supervision department changes the policy of issuing corporate bonds or changes in the market conditions, it shall authorize the board of directors to make corresponding adjustments to the specific issues of the issuance of corporate bonds and other related matters, in addition to matters related to the relevant laws, regulations and the provisions of the articles of association of the company that are subject to a vote by the shareholders' meeting.

6. In the event of major changes in the market environment and policies and regulations, we should decide whether to continue the issuance of corporate bonds according to the actual situation.

Other matters related to the issuance and listing of the company's bonds.

(2) authorized matters concerning risk prevention

In the event that the principal interest of the bond is not expected to be paid on time, or if it fails to repay the principal and interest of the bonds on time, the Licensing Companies Board of directors of the shareholders' meeting is invited to make the following decision:

(1) distributing profits to shareholders;

(II) postpone the implementation of capital expenditure projects such as major foreign investment, acquisition and merger;

3. Reduce or stop the salaries and bonuses of directors and senior managers.

4. The main responsible person shall not be transferred.

The period of this authorization shall be suspended from the date when the general meeting of shareholders approves the motion of issuing the corporate bonds to the shareholders' meeting of the issuing company bonds or the date of the completion of the above-mentioned authorized matters (as the case may be).

The issuance and listing of the corporate bonds shall be subject to the final approval of the relevant competent authorities.

This motion still needs to be submitted to the provisional shareholders' meeting for deliberation and approval.

The result of the vote: 7 votes, 0 votes, 0 votes.

Three. The motion to convene the first provisional shareholders' meeting in 2011.

The company decided to convene the first provisional shareholders' meeting in 2011 in August 18, 2011.

(1) basic situation of the conference

1. Convenor: Board of directors of the company

2, the date and time of the meeting: 9 a.m. on August 18, 2011 (the meeting time is 8:30 a.m. 9:00)

3, venue: conference room, 21 storey, Eastern Mansion, 235 Garden Street, Nangang District, Harbin.

4. Conference convening: on-site convening

5, duration of the meeting: half a day

6, stock registration date: August 16, 2011

(two) conference topics:

1, "Harbin Tsun light industrial wholesale market Co., Ltd. and Beijing Kelly blue garden greening Co., Ltd. are going to accept the motion of 65% and 35% equity holders of Orient Home Industrial Co., Ltd., owned by the subsidiary Orient Home limited."

2. The motion on issuing corporate bonds.

(three) participants

1, as at 3 p.m. on August 16, 2011, after the end of the transaction, all shareholders of the company registered in the China Securities Depository and Clearing Co., Ltd. Shanghai branch or its authorized person (the power of attorney is attached).

2. Directors, supervisors and senior managers of the company;

3. A witness lawyer hired by the company. {page_break}

(four) registration of meetings

1. Registration procedures:

The natural person shareholder who meets the requirements of the meeting shall hold his valid identity card, shareholder account card and shareholding certificate. The authorized agent shall hold his valid identity card, the letter of attorney (the style is attached), the client shareholder's account card and the certificate of shareholding; the legal person shareholder shall hold a copy of the business license affixed with the official seal, a representative of the legal person or a letter of authorization signed by the legal representative, a shareholder's account card, a certificate of shareholding and a valid identity card of the attending person for registration. Remote shareholders can register by fax or letter.

2. Registration time: 9:00 am to 11:30 a.m. on August 17, 2011.

14:00 - 16:30 p.m.

3. Place of registration: Securities Department, 20 floor, Eastern Mansion, 235 Garden Street, Nangang District, Harbin.

4, contacts: Yin Yong, Ding Chen

5, contact number: 0.

6, fax: 0.

7, zip code: 150001

8. Shareholders or their authorized persons should present the original of relevant documents when they attend the shareholders' meeting.

9, other matters

The meeting will be held for half a day, and the expenses of board and lodging and transportation will be taken care of at the meeting.

The result of the vote: 7 votes, 0 votes, 0 votes.

Notice hereby.

Orient Group Limited by Share Ltd

August 2nd, two

Enclosure

Power of attorney

I hereby authorize Mr. (madam) to represent the company / myself to attend the first provisional shareholders' meeting of Limited by Share Ltd in 2011, and to exercise the voting power in accordance with the following instructions:

(Note: Please click "in" in the corresponding opinion column of each motion).

Principal (seal / signature):

Client's business license number / ID card number:

Principal stock account:

Number of principal shareholders:

Principal telephone number:

Signature of the trustee:

The identity card number of the trustee:

Trustee telephone number:

Date of commission: date, month and date

(the original and photocopy of the power of attorney is valid).

Stock Code: 600811 company abbreviation: Orient Group Number: Pro 2011 - 015

Orient Group Limited by Share Ltd

Significant progress and equity transfer notice

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or major omission in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents. {page_break}

I. progress in major issues

At the twenty-ninth meeting of the sixth board of directors, the company adopted the motion on Shanghai Zhengda Jingcheng Enterprise Development Co., Ltd. and Shenzhen Zhongke Hong Yi Venture Investment Co., Ltd., which intends to accept the 33% and 32% equity holders of Orient Home Industrial Co., Ltd., which is owned by Dongfang home limited company, respectively. Shanghai Zhengda Jingcheng Enterprise Development Co., Ltd. and Shenzhen Zhongke Hong Yi Venture Investment Co., Ltd. and the Oriental home limited company (hereinafter referred to as "Oriental home") signed the "equity purchase agreement". The parties agreed that the best efforts would be made to make equity delivery no later than January 31, 2011.

Due to the equity delivery related to the shares of 21 Orient Home Industries Co., Ltd., the other shareholder of Dongfang home (Changsha) decorative building materials Co., Ltd. (referred to as "Changsha home"), another shareholder of Changsha Xingdong Industrial Development Co., Ltd. ("Xingdong industrial") does not agree with the transfer of the Changsha home from the Dongfang home. Although the Oriental home has negotiated with it many times, it still does not agree to the transfer of the stock right in writing. In July 29, 2011, Xingdong industry formally replied to the Orient Home, and did not agree to the transfer of 85% of the Changsha homestead share to the Orient homestead Industrial Co., Ltd.. Therefore, according to the seventh "termination right" agreement signed by the three parties, the termination conditions met, and the purchase agreement was automatically terminated.

Two, Seki Ko Oriental home limited transfer the 100% equity interest of Orient Home Industrial Co., Ltd.

Important content hints

The motion of 65% and 35% equity of Industrial Co., Ltd., 65% and 35% shares of Orient Home Industrial Co., Ltd., which are owned by Dongfang home limited company, Beijing subsidiary Co., Ltd., respectively, by the Harbin light industry wholesale market Co., Ltd., and Beijing Kelly blue garden greening Co., Ltd., the transferee price is based on the number of "Dongfang Jiayuan industrial limited company's equity transfer project assets appraisal report" of Xiang Zi international 048 (No. 2011) 048. The net asset value of 796 million 449 thousand and 800 yuan is assessed. The parties agree that the total purchase price of all the target shares is 796 million 449 thousand and 800 yuan yuan, of which the Harbin TKC light industry wholesale market Co., Ltd. is the transferee price of RMB yuan, and the Beijing Kelly blue garden greening Co., Ltd. is the transferee price. 1, the second session of the seventh board of directors of the company considered and passed the "Oriental home" held by Harbin Dongguan light industrial wholesale market Co., Ltd. and Beijing Kelly blue garden greening Co., Ltd. It's RMB 278 million 757 thousand and 400 yuan. According to the audit report no. 0339 issued by Zhong Lei accounting firm Limited (2011), as of May 31, 2011, the consolidated financial statements of Orient Home Industrial Co., Ltd. were attributable to the parent company's net assets of 478 million 229 thousand and 300 yuan. The transfer is expected to yield 318 million 220 thousand and 500 yuan before tax transfer.

2, the transaction does not constitute related transactions.

3, the transfer of shares must be approved by the shareholders' meeting.

4, according to the seventh "termination rights" related agreements signed by the three parties in the share purchase agreement, it terminates the "equity acquisition agreement" signed by Shanghai Zhengda Jingcheng Enterprise Development Co., Ltd. and Shenzhen Zhongke Hong Yi Venture Investment Co., Ltd. and the Oriental home. The Goldman law firm has issued a legal opinion on the termination of the act, and considers that there is no major legal obstacle, and the subsequent matters shall be resolved separately by the parties to the agreement. In view of the above matters, Harbin Tsun light industrial wholesale market Co., Ltd. and Beijing Kelly blue garden greening Co., Ltd. agreed to undertake potential legal risks in the transaction contract.

(1) summary of transactions

Recently, in consultation with Harbin Tsun hang light industrial wholesale market Co., Ltd. and Beijing Kelly blue garden greening Co., Ltd., the two companies are going to accept the 65% and 35% equity holders of Orient Home Industrial Co., Ltd., which is owned by the Orient Home limited company of the transferee subsidiary company. According to the evaluation report of Dongfang Jiayuan Industrial Co., Ltd., the number of assets appraisal report of the Oriental Home Industrial Co., Ltd., No. 2011, No. 048, the value of net assets is 796 million 449 thousand and 800 yuan. The equity purchase price (stock purchase price) paid by Harbin Tsun light industrial wholesale market Co., Ltd. and Beijing Kelly blue garden greening Co., Ltd. are RMB 517 million 692 thousand and 400 yuan and RMB 278 million 757 thousand and 400 yuan respectively. According to the audit report no. 0339 issued by Zhong Lei accounting firm Limited (2011), by the end of May 31, 2011, the consolidated statement of Dongfang Home Industrial Co., Ltd. was attributable to the parent company's net assets of 478 million 229 thousand and 300 yuan.

In March 18, 2008, the five twenty-three board meeting held by the company passed the motion of Shanghai Zhengda Jingcheng Enterprise Development Co., Ltd. to invest in the two tier subsidiary Oriental Home Industrial Co., Ltd., in June 18th of the same year, all parties to the agreement adjusted the mode of investment through consultations. The board of directors deliberated and adopted the motion "47.76% equity of the Orient Home Industrial Co., Ltd. held by Shanghai Zhengda Jingcheng Enterprise Development Co., Ltd. In January 12, 2011, at the twenty-ninth meeting of the sixth board of directors, the company adopted the motion on Shanghai Zhengda Jingcheng Enterprise Development Co., Ltd. and Shenzhen Zhongke Hong Yi Venture Investment Co., Ltd., which intends to accept the 33% and 32% equity holders of Orient Home Industrial Co., Ltd., respectively. However, due to the fact that the delivery terms of some share transfer have not been satisfied, the agreement is automatically terminated according to the relevant agreement of the share purchase agreement.

In August 2, 2011, the second session of the seventh board of directors of the company voted by 7 votes, 0 votes, and 0 abstentions to adopt the motion on the 65% and 35% equity holders of Orient Home Industrial Co., Ltd., held by Harbin Dongguan light industrial wholesale market Co., Ltd. and Beijing Kelly Blue Garden Greening Co., Ltd.

The transfer of shares is not related to transactions, the transaction needs to be approved by the shareholders' meeting. In accordance with the requirements of the Shanghai Stock Exchange Listing Rules, the company will fulfill the obligation of information disclosure in a timely manner on the progress of the above matters.

(two) introduction of the parties to the transaction

Harbin Quzhou light industrial wholesale market Co., Ltd. is a limited liability company established and effective in accordance with Chinese law. Its registered address is No. 58, stone road street, Harbin road; the legal representative is Zheng Xiankun; the registered capital is 100 million yuan; main business: cabinet rental, empty car distribution, information services, steel, non-ferrous metals, chemical raw materials, machinery and equipment, wire and cable, instruments and meters, cars (excluding cars), textiles, building materials, computer hardware, software and retail. The main shareholder is Zheng Xiankun, a natural person with a shareholding of 80%. As of June 30, 2011, total assets: 406 million 962 thousand and 400 yuan, net assets: 129 million 276 thousand and 700 yuan, operating income: 27 million 314 thousand and 600 yuan, net profit: 7 million 447 thousand and 800 yuan.

Beijing Kelly blue garden greening Co., Ltd. is a limited liability company established and effectively maintained in accordance with Chinese laws. Its registered place is 353 rooms, 2 10, Baiquan street, Yanqing Town, Yanqing, Beijing; the legal representative is Liu Hongwei; capital is 5 million yuan; main business: urban landscaping, planting flowers and plants. The main shareholders are: natural person Liu Hongwei, holding 100%. As of December 31, 2010, total assets amounted to 40 million 455 thousand and 800 yuan, net assets amounted to 6 million 842 thousand yuan, operating income was 390 million yuan, and net profit was 1 million 843 thousand and 200 yuan. {page_break}

(three) basic situation of transaction targets

Dongfang Home Industrial Co., Ltd. was registered in March 2008. Its registered capital is 730 million yuan. Orient Home limited holds 100% stake. It is a two tier subsidiary of Limited by Share Ltd. As of December 31, 2010, the audited consolidated financial statements of the company amounted to 2 billion 202 million 740 thousand yuan, net assets of 409 million 650 thousand yuan, and net profit of 83 million 30 thousand yuan.

The audit report no. 0339 issued by Zhong Lei accounting firm Limited (CPA), No. 2011, was released in May 31, 2011.

The Beijing Capital International Assets Appraisal Co., Ltd. is appraised by the Xiangzi international Appraisal Company Limited [2011] No. 048, the assets appraisal report of the Orient Home Industrial Limited company's equity transfer project. The assessment date is May 31, 2011, and the evaluation method is the asset based method. The assessment result is: (RMB 10000 yuan).

The main reason for this assessment is that the subsidiary companies or the sun company, which are included in the long-term equity investment scope, have profitable real estate on their books. The appreciation of the real estate appraisal makes the subsidiary company or sun company's net assets increase, resulting in the value added of the long-term equity investment valuation, resulting in value-added.

(details of the assessment are disclosed in the asset assessment report disclosed by the company on the Shanghai stock exchange website).

(four) main contents of the agreement

1, Harbin Tsun light industrial wholesale market Co., Ltd. (hereinafter referred to as "party a") and Beijing Kelly blue garden greening Co., Ltd. (hereinafter referred to as "Party B") agreed to acquire the one hundred percent (100%) share of Dongfang Home Industrial Co., Ltd., of which Party A acquired sixty-five percent (65%) and Party B purchased thirty-five percent (35%).

2, the transferable price is based on the number of Xiang Zi international evaluation words [2011] No. 048 of the Orient Home Industrial Co., Ltd. the equity transfer project assets appraisal report of Dongfang Jiayuan Industrial Co., Ltd. evaluates the net asset value of 796 million 449 thousand and 800 yuan. The parties agree that the total purchase price of all the target shares is RMB 796 million 449 thousand and 800 yuan, of which the Harbin TCF light industry wholesale market Co., Ltd. is the transferee price of RMB 517 million 692 thousand and 400 yuan, and the Beijing Kelly blue garden greening Co., Ltd. has a transferable price of RMB 278 million 757 thousand and 400 yuan. .

3, within twenty (20) working days after the entry into force of this agreement, Party A and Party B respectively pay the above share purchase price to the Oriental home limited company (hereinafter referred to as the "party"), which amounts to RMB 796 million 449 thousand and 800 yuan.

4, within thirty (30) working days after Party A and B pay the equity purchase price to Party C, the party shall perform the following delivery obligations: submit the application materials for registration of industrial and commercial registration to the relevant industrial and commercial registration departments, and Party A and Party B shall cooperate to provide relevant information.

5, for the Oriental home (Changsha) decorative building materials Co., Ltd. 85% of the shares to deal with the following conventions:

Party A and Party B are responsible for handling the change of 85% of the shares of the Oriental home (Changsha) decorative building materials Co., Ltd., which is held by Party C, until the completion of the equity change. The party shall be responsible for providing the relevant industrial and commercial change materials. The parties agree: if the above share change is not completed in time, or any legal obstacles arise, Party C will not constitute a breach of contract and do not need to fulfill any liability for compensation.

(five) the impact of this transaction on the company.

1, after the transfer, Orient Home Limited does not own the equity of Orient Home Industries Limited. The Oriental Home Industrial Co., Ltd. is no longer a two tier subsidiary in the consolidated financial statements of listed companies.

2, the transfer is expected to generate pre tax transfer gains and losses of about 318 million 220 thousand and 500 yuan.

3, by the end of July 31, 2011, Limited by Share Ltd of the Orient Group provided 4 guarantees of maximum guarantee to bank financing for the Oriental home (Chengdu) Wuhou building materials home limited company, a wholly owned subsidiary of Orient Home Industrial Co., Ltd., with a total amount of RMB 284 million yuan. The buyer must issue a counter guarantee letter to the Orient Group Limited by Share Ltd before undertaking the joint guarantee.

4, as of May 31, 2011, the debt of the Eastern Home Industrial Co., Ltd. and its shares and holding companies owed to the CP amounted to 1134984248.12 yuan. The buyer guaranteed that after the buyer became the shareholder of the Orient Home Industrial Company Limited, the Orient Home Industrial Co., Ltd. and its shares and holding companies would repay the total debts owed to the CP in an accounting year. If the maturity is not completed, Party A and Party B will bear joint and several liability for the total debts owed according to the shareholding ratio of the Orient Home Industrial Co., Ltd.

(six) reference documents

1. Equity transfer agreement;

2, seventh resolutions of the second meeting of the board of directors;

3. Audit report;

4, evaluation report.

Orient Group Limited by Share Ltd

August 2nd, two