Major Asset Swap via Private Placement

At the 2nd 2008 Extraordinary General Meeting of Shareholders, held on 15 Jul 2008, the following proposals were examined and approved:

1. a major asset swap via private placement, which is subject to approval by the China Securities Regulatory Commission (CSRC), to exempt the subscriber from tender offer obligation
A 100% stake in Shanghai Kaichuang Deep Sea Fisheries Co., Ltd., held by Shanghai Deep Sea Fisheries Co., Ltd. (SDSF) will be swapped for all former assets and liabilities of the company. The outstanding balance from the swap will be purchased via the issuance of 87,148,012 shares in the company at RMB 12.53 per share.
2. an agreement on a major asset swap via private placement, signed between the company and SDSF
3. shareholders sharing undistributed profit prior to the private placement
4. to exempt SDSF from a tender offer obligation

Board of Directors
15 Jul 2008


Source: Shanghai Stock Exchange

Date: 16 Jul 2008

CN01/BJ/BT/MM