Xinjiang Tianshan Wool Textile Limited By Share Ltd Announcement

Company name: Tianshan textile Stock Code: 000813 Announcement No.: 2010-063

Xinjiang Tianshan wool textile Limited by Share Ltd

Announcement of the Fifth seventh provisional meeting of the board of directors in 2010

All members of the company and its board of Directors ensure that the contents of the information disclosure are authentic, accurate and complete, without false records, misleading statements or major omissions.

Xinjiang Tianshan wool textile Limited by Share Ltd (hereinafter referred to as "company") the Fifth Board of directors 2010 notice of the seventh provisional meeting, on October 19, 2010, sent to the board of directors. The seventh provisional meeting of the Fifth Board of directors in 2010 will be held at the 10:30 Conference on October 22, 2010 at the conference room on the third floor of the company headquarters. There should be 9 directors and 5 directors. Mr. Zhang Ziqiang, who was unable to attend the meeting because of his work reasons, was entrusted to vote by Wang Yanhong. The director Liu Shiyong failed to attend the meeting because of his work reasons. He was entrusted to vote on behalf of Wang Yanhong. The director, miss Wang Jingyu, failed to attend the meeting because of his work reasons. He was entrusted to vote by Zhang Qiang. The director, Mr. Xing Jianwei, was unable to attend the meeting because of his work reasons. He was entrusted to vote by the director of the company. The company's supervisors and senior executives attended the meeting. The meeting was chaired by MS. The Board meets the requirements of the company law and the articles of association of the company. The meeting considered and adopted the following resolution:

1. About adjusting Specialized Committee members of the company's board of directors. bill ;

In accordance with the relevant provisions of the company law and the articles of association, in order to strengthen the work of the board of directors, the following four members of the Specialized Committee have been adjusted as follows:

Strategy Committee: Chairman: Zhao Chengbin

Members: Wang Yanhong, Zhang Qiang, Wang Xiaoping, Xing Jianwei;

Nomination Committee: Chairman: Wang Xinan

Members: Wang Yanhong, Zhang Qiang, Zhao Chengbin, Xing Jianwei;

Board of Auditors: Chairman: Zhao Chengbin

Members: Wang Yanhong, Zhang Qiang, Liu Shiyong, Wang Xinan;

Remuneration and assessment committee: Chairman: Wang Xinan

Members: Wang Yanhong, Zhang Qiang, Zhao Chengbin, Wang Xiaoping.

Voting result: agreed 9 votes, opposed 0 votes, abstained 0 votes.

2, the motion to amend the articles of Association;

1.

Residence of 1.1.5 company: No. 1 Yinchuan Road, Urumqi, Xinjiang, zip code 830054.

It is amended as follows:

Residence of 1.1.5 company: No. 235 Yinchuan Road, Urumqi, Xinjiang, zip code 830054.

2.

The shares issued by 3.1.5 are centrally stored in Shenzhen securities registration Co., Ltd.

It is amended as follows:

The shares issued by 3.1.5 are registered and deposited in the Shenzhen branch of China Securities Depository and Clearing Co., Ltd.

3. original text :

3.1.7's share capital structure is 363456000 shares of common stock. Among them, the legal person shareholders hold 213883200 shares, representing 58.85% of the total share capital, while the other domestic stocks hold 149572800 shares and 41.15% of the total share capital. The number and proportion of ordinary shares held by legal person shareholders are:

The Xinjiang Uygur Autonomous Region state owned assets investment and operation limited liability company holds 103878766 shares, accounting for 28.58% of the total share capital.

Xinjiang Katie investment limited liability company holds 76506000 shares, accounting for 21.049% of the total share capital.

Urumqi state owned Assets Management Co., Ltd. holds 25969691 shares, accounting for 7.15% of the total share capital.

International cotton Co., Ltd. holds 7528743 shares, accounting for 2.07% of the total share capital.

It is amended as follows:

3.1.7's share capital structure is 363456000 shares of common stock. Among them, legal person shares hold 206354457 shares, accounting for 56.78% of the total share capital; other shareholders hold 157101543 shares and 43.22% of the total share capital.

Legal person shareholder Katie Xinjiang investment limited liability company holds 206354457 shares, accounting for 56.78% of the total share capital.

Voting result: agreed 9 votes, opposed 0 votes, abstained 0 votes.

3, the motion related to matters relating to the shareholding of the Xinjiang board of directors, Licensing companies's management sub unit, the 100% international Bioengineering Co., Ltd.

Xinjiang Bai Yi International Bioengineering Co., Ltd. (hereinafter referred to as Bai Yi International), a subsidiary holding company of Xinjiang Tianshan wool textile Limited by Share Ltd (hereinafter referred to as the company), was approved and registered by the Xinjiang Administration for Industry and Commerce on 18 June 2008. The company and Shanghai Zhong Hong Trading Co., Ltd. (hereinafter referred to as "Shanghai Honghong") and Changji tianluyuan Forestry Ecological Engineering Co., Ltd. (hereinafter referred to as Changji Tianlv yuan) jointly contributed to the establishment of the registered capital: RMB 10 million yuan. Among them, the company invested 5 million yuan in cash, accounting for 50% of the registered capital; Shanghai Honghong Trading Co., Ltd. invested 2 million 500 thousand yuan in cash, accounting for 25% of the registered capital; Changji Tian Lu Yuan invested 2 million 500 thousand yuan in real assets, accounting for 25% of the registered capital. Place of registration: Changji high salary Technology Industrial Development Zone, legal representative: Liu Bing, company type: limited liability company.

Scope of operation: permitted operation projects (specific projects approved by relevant departments or licenses and qualification certificates): production, processing and marketing of fruit wine and beverages; general business projects (except those with special examination and approval by national laws and administrative regulations); ecological forestry construction; wind prevention and desertification control projects; desert control projects; planting of forest and fruit industry; seedling breeding; fruit and forest raw materials (exclusive exceptions) acquisition and deep processing; fruit and vegetable industry technical advisory services.

Through the 2009 annual audit report of Bai Yi International, we have appointed the company audit department to make a comprehensive analysis of the internal audit of the Bai Yi International site and the on-site due diligence of the appointed lawyers. The company has serious difficulties in production and operation and serious losses. As of December 31, 2009, the total assets of Bai Yi International were 7969359.44 yuan, with a total net loss of 2569459.09 yuan.

On the basis of thorough understanding of the management and operation of Bai Yi International, after the study and calculation, the 50% equity interest of the International Park was transferred to Changji tianluyuan forestry ecological engineering limited liability company by 3 million 916 thousand yuan.

Opinions of the board of directors: there is a problem of production and operation difficulties for Xinjiang Bai Yi International Bioengineering Co., Ltd. He agreed that the management layer should withdraw from the 3 million 916 thousand hundred yuan transfer of equity price and withdraw from the Xinjiang Bai Yi International Bioengineering Co., Ltd., and now the Licensing companies management has the right to dispose of its equity related matters.

The independent directors believe that the above subsidiary's production and operation and financial situation are seriously deteriorating, and there is no need for sustained operation and development. In order to effectively deal with the company's non-performing assets, strengthen the corporate governance structure, and agree that the company's board of directors authorizes the management layer to handle the equity disposal plan of the subsidiary company, creating favorable conditions for the further development of the company, which is conducive to the long-term development of the company and the long-term interests of the company and shareholders.

Voting result: agreed 9 votes, opposed 0 votes, abstained 0 votes.

4, about the motion of the board of directors of Licensing companies, the management level of Xinjiang subsidiary of Tianyuan Textile Co., Ltd.

Xinjiang Tianyuan Textile Co., Ltd. (hereinafter referred to as Tianyuan textile) is a subsidiary holding company of Xinjiang Tianshan wool textile Limited by Share Ltd (hereinafter referred to as the company), which was approved and registered by the Xinjiang Administration for Industry and Commerce in Xinjiang on 27 September 2001. Funded by the company and the state asset management center of Changji, the registered capital is RMB 10 million yuan, of which: the company invested 9 million 500 thousand yuan, accounting for 95% of the registered capital; the Changji state asset management center invested 500 thousand yuan, accounting for 5% of the registered capital; the registered place: 280 Changji Road, Xinjiang Changji; the legal representative: Wang Qing, the company type: limited liability company.

Scope of business: except for general business projects (except for items approved by the state laws and administrative regulations), textile and garment production and sales; wholesale and retail textile raw materials, textile chemical materials (except chemical drugs), agricultural and sideline livestock products (grain, cotton and seeds), machinery and electronic equipment, light industrial products; operation of the export business of self produced products and technology of the enterprise; and operation of the import and export business of raw materials, instruments and meters, machinery and equipment, spare parts and technology needed for the production of the enterprise; and processing of raw materials processing and "three to one complement" business.

Since its establishment, Tianyuan textile has been mainly produced by material processing, and customer orders are basically dependent on the company. In recent years, due to the serious decline in the number of orders, resulting in inadequate start-up, and industrial workers have all been lost, Tianyuan textile production in April 2009. As of September 30, 2010, Tianyuan textile's total assets amounted to 6084661.12 yuan, and its owner's equity amounted to 6084661.12 yuan, with a total loss of 3915338.88 yuan.

Opinions of the board of directors: there is a dilemma in production and operation of Xinjiang Tianyuan textile limited liability company, and the disposal of shares is within the purview of the board of directors. Through the analysis of its operation and management, combined with the strategic adjustment objective of the company, Tianyuan textile has no feasibility to continue to exist. It is agreed that the management layer should withdraw from the Xinjiang Tianyuan textile limited liability company about its share transfer way, and now the Licensing companies management layer has the right to dispose of its related matters.

The independent directors believe that the above subsidiary's production and operation and financial situation are seriously deteriorating, and there is no need for sustained operation and development. In order to effectively deal with the company's non-performing assets, strengthen the corporate governance structure, and agree that the company's board of directors authorizes the management layer to handle the equity disposal plan of the subsidiary company, creating favorable conditions for the further development of the company, which is conducive to the long-term development of the company and the long-term interests of the company and shareholders.

Voting result: agreed 9 votes, opposed 0 votes, abstained 0 votes.

5. The motion to introduce the "Tianshan Textile Industrial Park" project to the Licensing companies operation layer of the board of directors.

According to the new urban planning requirements of Urumqi, the original industrial enterprises in the urban area will gradually withdraw from the city into the industrial park of the development zone. The company will take advantage of the preferential policies of "retreating the city into the garden" to relocate and enjoy the preferential policies of the national high and new technology development zones, so as to promote the strategic planning and structural adjustment of the wool textile industry after restructuring, and give full play to the brand effect of Tianshan textile, so as to achieve the goal of being refined, excellent and strong.

After investigation and investigation, the company intends to enter the national hi tech Industrial Development Zone in Urumqi and implement the project of "Tianshan Textile Industrial Park". The project is as follows:

(1) basic situation of project construction

The company intends to relocate "Tianshan Textile Industrial Park" project in Urumqi Industrial Park of North New Hi-tech Industrial Development Zone. The project is expected to land 500 mu. From 2010 to 2011, the project will be invested in the first phase. After the first phase of the project is completed, the company will move from the urban area to the new factory area as a whole.

Site selection for project construction is located at the North Industrial Park of Urumqi hi tech Development Zone.

The first phase of the project is 210 acres of land, about 139 thousand and 800 square meters (based on the spot survey area). The project will be planned to build 72 thousand square meters (approved design documents), about 106 mu, with a total investment of 250 million yuan.

After the project has been fully released, it produces 370 tons of cashmere yarn and a variety of blended woollen knitted velvet yarn, 400 tons of dyed bulk fiber and 100 tons of all kinds of twisted yarns, and 850 thousand cashmere sweaters and blouses. The company's annual revenue can reach 300 million yuan.

(2) project implementation plan

The construction of the park will start in December 2010, complete the infrastructure in September 2011, and complete the relocation and production in March 2012.

(3) project investment estimate

The investment is estimated at RMB 250 million (excluding existing fixed assets of wool textile equipment).

(4) project financing

According to the project investment estimate and implementation schedule, the total investment of the first phase is RMB 250 million yuan, and the source of financing is bank loan.

(5) after the completion of the project "Tianshan Textile Industrial Park", the company will carry out commercial real estate development to the original site.

The independent directors believe that the project "Tianshan Textile Industrial Park" implemented by the company is a transformation of the strategic development after the reorganization of the company, and will create a good start for the company's long-term development.

Voting result: agreed 9 votes, opposed 0 votes, abstained 0 votes.

6, about the resignation of the Secretary of the board of directors of the company;

Mr. Li Yuan, Secretary of the board of directors, applied for resignation from the board of directors of the company for personal reasons, and did not hold any post in the company after his resignation. The board of directors fully respected Mr. Li Yuan's personal opinion and accepted his resignation application. Mr. Li Yuan's resignation will not affect the normal conduct of the company's related work. Before the appointment of the new secretary of the board of directors, according to the relevant provisions of the listing rules, Ms. Wang Yanhong, the chairman of the company, will perform the duties of the Secretary of the board of directors on September 2, 2010. The company will appoint a new secretary of the board as soon as possible.

The company thanked Mr. Li Yuan for his positive work during the period of serving as secretary of the board of directors.

Voting result: agreed 9 votes, opposed 0 votes, abstained 0 votes.

7, the notice of convening the fifth provisional shareholders' meeting in 2010.

Voting result: agreed 9 votes, opposed 0 votes, abstained 0 votes.

The above second, fifth motions shall be submitted to the shareholders' general meeting for deliberation and approval.

Xinjiang Tianshan wool textile Limited by Share Ltd

Board of directors

October 22, 2010

Company name: Tianshan textile stock code: 000813 Announcement No.: 2010-064

Xinjiang Tianshan wool textile Limited by Share Ltd

Announcement of the fifth provisional meeting of the fifth supervisory board in 2010

All members of the company and its board of supervisors guarantee the authenticity, accuracy and integrity of the information disclosure, without false records, misleading statements or major omissions.

Xinjiang Tianshan wool textile Limited by Share Ltd (hereinafter referred to as the "company") the fifth provisional meeting of the Fifth Board of supervisors was notified on 2010, and was sent to all the participants in October 19, 2010. The fifth interim meeting of the fifth supervisory board of the company was held in the conference room on the third floor of the company headquarters in October 22, 2010. The 5 supervisors should attend the meeting, and actually attend 5 supervisors. The meeting was chaired by Mr. Zheng Yiquan, chairman of the board of supervisors. The board of supervisors meets the requirements of the company law and the articles of association of the company.

1. A motion on matters relating to the shareholding of Xinjiang's 100% international Bioengineering Co., Ltd., a subsidiary of Licensing companies.

There are difficulties in production and operation of the subsidiary company of Xinjiang Bai Yi International Bioengineering Co., Ltd., and the disposal options of the management to the subsidiary companies create favorable conditions for the further development of the company, which is conducive to the long-term development of the company and to the long-term interests of the company and shareholders. He agreed with the proposal of the management layer to withdraw from the Xinjiang Bai Yi International Bioengineering Co., Ltd. with the transfer price of 3 million 916 thousand yuan, and agreed that the Licensing companies operation layer should fully handle its related matters.

{page_break}

Voting result: agreed 5 votes, opposed 0 votes, abstained 0 votes.

2. The motion on matters relating to the shareholding of Xinjiang Tianyuan textile limited liability company, a subsidiary of Licensing companies.

There are difficulties in production and operation of Xinjiang Tianyuan textile limited liability company. The management level of the company's equity disposal plan creates favorable conditions for further development of the company, which is conducive to the long-term development of the company and to the long-term interests of the company and shareholders. He agreed that the management layer should withdraw from the Xinjiang Tianyuan textile limited liability company in the way of transferring shares, and agreed that the Licensing companies operation layer should fully handle its related matters.

Voting result: agreed 5 votes, opposed 0 votes, abstained 0 votes.

3, about the Licensing companies operation layer to implement the relocation project "Tianshan Textile Industrial Park" project.

According to the new urban planning requirements of Urumqi, the original industrial enterprises in the urban area will gradually withdraw from the city into the industrial park of the development zone. The company will restructure the strategic planning and structure of the wool textile industry after the relocation of the city into the park and enjoy the preferential policies of the national high and new technology development zone, so as to bring the brand effect of Tianshan textile into full play, and make it achieve the goal of doing fine, doing well and doing well, which is conducive to the long-term development of the company and to the long-term interests of the company and shareholders.

Voting result: agreed 5 votes, opposed 0 votes, abstained 0 votes.

Xinjiang Tianshan wool textile Limited by Share Ltd supervisory board

October 22, 2010

Company name: Tianshan textile stock code: 000813 Announcement No.: 2010-065

Xinjiang Tianshan wool textile Limited by Share Ltd

Notice on the convening of the fifth provisional shareholders' meeting in 2010

All members of the company and its board of Directors ensure that the contents of the information disclosure are authentic, accurate and complete, without false records, misleading statements or major omissions.

Shareholders:

First, the basic situation of the meeting.

1, holding time: 10:30 am on November 8, 2010

2, venue: conference room, 9 floor, corporate headquarters, 235 Yinchuan Road, Urumqi.

3. Convenor: Board of directors of Xinjiang Tianshan wool textile Limited by Share Ltd

4, the convening method: on-site voting.

5. Participants:

A, directors, supervisors and senior managers of the company

B, as at the end of the transaction in November 2, 2010, all shareholders and their entrusted agents registered in the Shenzhen branch of China Securities Depository and Clearing Co., Ltd.

Two. Conference deliberations

1, the motion to amend the articles of Association;

2, about the motion of the Licensing companies operation layer of the board of directors to implement the project of "Tianshan Textile Industrial Park".

Three. Registration method of shareholders' meeting

1, registration method: the legal person shareholder holds the business license duplicate, the unit introduction letter, the shareholder account, the power of attorney and the agent identity card, the individual shareholder holds my ID card, the shareholder account and the stock ownership certificate (entrust attendants, also must hold the written shareholder authorization letter of attorney and the personal identification card) to the company registration. Foreign shareholders can register by letter and fax.

2, registration time: November 3, 2010 to November 5, 2010 (10:00-14:00 a.m., 15:00-19:00 p.m.) overdue.

3, registration location: the office of the Secretary of the board of directors, 235 Yinchuan Road, Urumqi, Xinjiang.

Five, contact mode

1, telephone: (0991) 43360694336068

Fax: (0991) 4310472

2, address: No. 235 Yinchuan Road, Urumqi, Xinjiang.

3, zip code: 830054

4, contact: Zhao Weiguo

Five, other matters

Attendance at the conference was attended to by board and lodging and transportation expenses.

Xinjiang Tianshan wool textile Limited by Share Ltd board of directors

October 22, 2010

Power of attorney

Client: name, gender, ID card number. Position in shareholder unit: (for example, shareholders of non natural persons are not required to fill in).

I hereby entrust Mr. (or madam) of the shareholders' representative to attend the fifth extraordinary shareholder meeting of Xinjiang Tianshan wool textile Limited by Share Ltd in 2010.

(1) the name, gender and identity card number of the shareholder agent.

(two) the trustee holds Limited by Share Ltd shares, and the shareholder representatives represent several shares.

(three) shareholders' agents have the right to speak and vote, and they may vote according to the voting requirements of the shareholders' meeting.

(four) shareholders' agents vote in favour of the following motion to be included in the general meeting of shareholders:

The following motions voted against: the following motion abstained:

(five) shareholders' agents shall have the right to vote on the provisional motion that may be included in the general meeting of shareholders during the meeting, and may vote according to their own wishes. This applies only to the annual general meeting.

(six) the validity period of this authorization is from the date of issuance of this power of attorney to the end of this general meeting.

(seven) shareholders' agents shall not delegate.

(eight) the name of the legal person shareholder. (stamped unit seal)

Registration number of business license:

The legal representative (signature):

(nine) shareholders of natural persons (signature):

(ten) the trustee (signature):

ID card number:

Date of commission: date, month and date

Xinjiang Tianshan wool textile Limited by Share Ltd

The board of directors authorizes the management to dispose of the shares of the subsidiary.

Independent director's opinions on relocation of Tianshan Textile Industrial Park

In accordance with the relevant provisions of the articles of association, we are independent directors of Xinjiang Tianshan wool textile Limited by Share Ltd (hereinafter referred to as the "company"). Based on the detailed information submitted by the board of directors to us, and listening to the introduction of the board of directors on the relevant circumstances, based on our objective and independent judgement, we are now moving on the motion relating to the relevant matters relating to the handling of the shares of the Xinjiang management group's disposal sub company, the Xinjiang international Bioengineering Co., Ltd., and the motion concerning the listing of the shares of the Xinjiang's Tien yuan textile limited liability company, the handling company of the board of directors of the Licensing companies management layer. According to the SFC's Guiding Opinions on establishing an independent director system in listed companies, the guidelines for listing companies, the rules for the listing of shares on the Shenzhen stock exchange, and the rules governing the listing of listed companies.

We believe that the above two subsidiaries are seriously deteriorating in their production and operation and financial situation, and there is no need for sustained operation and development. In order to effectively deal with the company's non-performing assets, we should strengthen the corporate governance structure, and agree that the company's board of directors authorizes the management layer to handle the equity disposal plan of the subsidiary company, so as to create favorable conditions for the company's further development, which is conducive to the long-term development of the company and to the long-term interests of the company and shareholders. At the same time, we remind the board of directors of the company that the bidding should be carried out in a fair, just and open manner.

In view of the implementation of the "Tianshan Textile Industrial Park" project of the Licensing companies operation layer of the board of directors, according to the new urban planning requirements of Urumqi, the original industrial enterprises in the urban area will gradually withdraw from the city into the industrial park of the development zone; the company will use the "retreat from the city into the park" to relocate and enjoy the preferential policies of the national high and new technology development zone, and promote the strategic planning, structural adjustment and the brand effect of the Tianshan textile after restructuring, so as to achieve the goal of doing fine, doing well and doing well.

In general, the implementation of the above bill is a transformation of the strategic development after the reorganization of the company, and will create a good start for the company's long-term development.

Signature of independent director: Zhao Chengbin, Wang Xinan, Xing Jianwei

October 22, 2010

Company name: Tianshan textile stock code: 000813 Announcement No.: 2010-066

The CSRC accepts the company's major asset reorganization

Announcement of application materials for administrative licensing

All members of the company and its board of Directors ensure that the contents of the information disclosure are authentic, accurate and complete, without false records, misleading statements or major omissions.

The Xinjiang Tianshan wool textile Limited by Share Ltd (hereinafter referred to as "the company") has recently received the notice of acceptance of the application for administrative licensing of the China Securities Regulatory Commission (No. 101372). The China Securities Regulatory Commission has examined the application materials for administrative licensing of the company's approval of shares issued by the listed company for the issuance of shares, and considers that the application materials are complete and in line with the statutory form, and decides to accept the application for the administrative license.

The board of directors of the company will fulfill the obligation of information disclosure in accordance with the progress made by the China Securities Regulatory Commission. Whether the application of the above items can be approved is still uncertain. The board of directors of the company reminds investors to pay attention to investment risk.

Notice hereby.

Xinjiang Tianshan wool textile Limited by Share Ltd

Board of directors

October 22, 2010