Announcement Of The Fifth Meeting Of The Fifth Board Of Huafang Textile Co., Ltd.

Stock Code: 600273 stock abbreviation: Huafang textile number: 2010-025

All members of the company and the board of directors guarantee that the contents of the information disclosure are true, accurate and complete, without false records, misleading statements or major omissions.

The fifth meeting of the Fifth Board of directors of Huafang textile Limited by Share Ltd was issued in writing in December 1, 2010. The meeting was held in the conference room on the third floor of Huayang Garden Hotel in Zhangjiagang on December 9, 2010. It should be sent to 9 directors and 9 directors. Some of the supervisors and senior executives of the company attended the meeting. The meeting was presided over by the chairman.

The convening and convening of meetings is in conformity with the relevant provisions of the company law and the articles of association, and the meetings are lawful and effective.

The following motion was considered and approved by the participating directors:

I. deliberation and adoption of the motion on matters related to pactions in Huafang textile Limited by Share Ltd.

The company intends to purchase raw materials from its controlling shareholder, Huafang group and its subordinate units, with no more than 300 million yuan.

The paction involves Huafang group company, Huafang group cotton company, Huafang group Gold Field Ltd, Huafang Shihezi Textile Co., Ltd.

Cotton textile industry is generally facing the shortage of cotton supply this year. Cotton prices have risen by more than 70%. The same amount of cotton resources has increased significantly over the past years.

At the beginning of this year, according to the data of past years, based on strengthening the company's own purchasing capacity, the company expects that the total amount of business related links this year will not exceed 341 million yuan.

Because of climate reasons, new cotton production has decreased and grades lower than in previous years, and because of the huge price increase, cotton farmers hoarding goods are reluctant to sell. This makes cotton textile enterprises wishing to make use of new cotton to solve the cotton supply problems fail, and the situation of raw material supply shortage is exacerbated.

In order to actively develop production and effectively solve the problem of raw material supply, the company decided to purchase raw materials from controlling shareholders.

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

The independent directors of the company expressed their independent opinion that the related pactions occurred in the company are related to the daily production and operation of the company, which is conducive to the rational allocation of resources, ensuring the development of the company's production and business activities, realizing the sustainable development of the company, and meeting the basic principles of maximizing the interests of the shareholders of the company and the whole body. It is reasonable and does not harm the interests of the company and investors.

The matter is subject to shareholders' general meeting.

Two. Deliberation and adoption of the motion on agreeing to carry out cotton futures business;

In order to effectively solve the problem of raw material supply, stabilize the cost of raw materials and reduce the risk of enterprise operation, in accordance with the principle of "buying cotton in the futures market", the company decided to purchase cotton futures through the Futures Company on the Zhengzhou Mercantile Exchange.

The amount of funds is controlled as follows: the total sum of the company's headquarters and subsidiaries is not more than 60 million yuan, and the manager of Licensing companies has arranged the specific implementation.

The board of directors of the company will formulate relevant management system for futures business as soon as possible.

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

Three. Deliberation and adoption of the motion to convene the first provisional shareholders' meeting in 2010;

It is scheduled to convene the first provisional shareholders' meeting of the company in 2010 in December 25, 2010 to consider the motion on matters related to pactions in Huafang textile Limited by Share Ltd.

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

Notice hereby

Huafang textile Limited by Share Ltd

Board of directors

December 9th, two

Stock Code: 600273 stock abbreviation: Huafang textile number: 2010-026

Huafang textile Limited by Share Ltd related paction notice

All members of the company and the board of directors guarantee the authenticity, accuracy and completeness of the announcement, and are jointly and severally liable for false statements, misleading statements or major omissions.

Important note:

The related paction is to solve the shortage of raw material supply, and the associated pactions with the controlling shareholders and their subordinate units in purchasing raw materials.

Overview of related party pactions

Cotton textile industry is generally facing the shortage of cotton supply this year. Cotton prices have risen by more than 70%. The same amount of cotton resources has increased significantly over the past years.

At the beginning of this year, according to the data of past years, based on strengthening the company's own purchasing capacity, the company expects that the total amount of business related links this year will not exceed 341 million yuan.

Because of climate reasons, new cotton production has decreased and grades lower than in previous years, and because of the huge price increase, cotton farmers hoarding goods are reluctant to sell. This makes cotton textile enterprises wishing to make use of new cotton to solve the cotton supply problems fail, and the situation of raw material supply shortage is exacerbated.

In order to actively develop production and effectively solve the problem of raw material supply, the company decided to purchase raw materials from its controlling shareholder, Huafang group and its subordinate units, with no more than 300 million yuan.

The paction involves Huafang group company, Huafang group cotton company, Huafang group Gold Field Ltd, Huafang Shihezi Textile Co., Ltd.

Two. Introduction and correlation of related parties

1. Huafang Group Co., Ltd.

Legal representative: Qin Daqian

Registered capital: 250 million 980 thousand yuan

Registered address: Tang Qiao Town, Zhangjiagang City, Jiangsu Province

Main business: textile manufacturing, processing and marketing; textile raw materials, wool, metal materials, hardware and electrical equipment, textile machinery and equipment, plastic products, coal (by branch operation) purchase and sale; industrial investment; gas stations, thermal power plants, steam production and supply, and guest houses.

By the end of 2009, the company had a total assets of 7 billion 360 million yuan and a net asset of 3 billion 130 million yuan. In 2009, the company realized a profit of 570 million yuan in its main business and a net profit of 170 million yuan.

Related relationship: the controlling shareholder of the company, which accounts for 51% of the company's shares.

2. Huafang Shihezi Textile Co., Ltd.

Legal representative: Chen Ming

Registered capital: 53 million 870 thousand yuan

Registered address: 67# District, Shihezi economic and Technological Development Zone, Xinjiang

Main business: textile production and sales, textile raw materials (except seed cotton), hardware, electricity, textile machinery and accessories, packaging materials (excluding pressure vessels) sales, import and export business (except those prohibited by national laws and regulations).

By the end of 2009, the company had a total assets of 621 million yuan and a net asset of 186 million yuan. In 2009, the company realized 430 million yuan of main business income and a net profit of -628 million yuan.

RELEVANCE: a wholly owned subsidiary of Huafang Group Co., Ltd., which is related to the relevant provisions of the Shanghai Stock Exchange Listing Rules.

3. Huafang group Zhangjiagang Cotton Industry Co., Ltd.

Legal representative: Guo Huiliang

Registered capital: 10 million yuan

Registered address: Renmin Road, Tong Qiao Town

Main business: textile machinery and equipment, electrical machinery and equipment, automotive parts, metal materials, hardware, electrical and chemical industry (except dangerous goods), dyestuff, plumbing, textile materials, wool, lint, plastic products, refractories, paper products, daily goods, daily necessities, labor protection supplies, purchase and sale; cotton acquisition and processing.

By the end of 2009, the company had a total assets of 394 million yuan and a net asset of 119 million yuan. In 2009, the company realized 1 billion 140 million yuan of main business income and a net profit of 5 million 930 thousand yuan.

RELEVANCE: a 50% stake in Huafang Group Co., Ltd., which is the largest shareholder of the company, is related to the relevant provisions of the Shanghai Stock Exchange Listing Rules.

4. Huafang group Jintian Textile Co., Ltd.

Legal representative: Han Jiannan

Registered capital: 110 million 80 thousand yuan

Registered address: Nanjing East Road, Tong Qiao Town

Main business: textile manufacturing, processing and marketing.

By the end of 2009, the total assets of the company were 1 billion 374 million yuan, and the net assets were 175 million yuan. In 2009, the company realized the main business income of 1 billion 490 million yuan and net profit of -5878 million yuan.

Relationship: Huafang Group Co., Ltd. holds 68.77% of the company's share, which is the first major shareholder of the company, and constitutes the related relationship according to the regulations of the stock exchange of the Shanghai stock exchange.

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Three, pricing policy and pricing basis.

According to the related paction agreement signed by the company and the above-mentioned affiliated parties, the parties should proceed with the principle of fairness, such as voluntariness, equality, mutual benefit and so on. The related paction matters have not adversely affected the production and operation of the company or damaged the interests of the interested parties.

The company reserves the right to choose from the other third parties to ensure that the related parties provide products and services to the company at normal prices.

The pricing principle of the mutual supply of products or services between the company and the related parties is that the state stipulates that the provisions shall prevail, and the state does not stipulate that the local market price can prevail. If the local market price is comparable, it is the agreed price (the price constituted by the two parties' agreement, at reasonable cost plus reasonable profit).

Four. Deliberation procedure

(1) the matter was considered at the fifth meeting of the Fifth Board of directors of the company. The directors of the related party avoided the vote on the motion, and the rest of the directors unanimously adopted it.

(two) the independent directors of the company participated in the voting on related party pactions and issued an independent opinion: the related pactions occurred in the company are related to the daily production and operation of the company, which is conducive to the rational allocation of resources, ensuring the development of the company's production and business activities, realizing the sustainable development of the company, and conforming to the basic principles of maximizing the interests of the company and all shareholders. It is reasonable and does not harm the interests of the company and investors.

The related paction matters need to be submitted to the shareholders' meeting for approval.

Five. Reference documents

The fifth meeting of the Fifth Board of directors of the company;

The independent director's opinion confirmed by the independent director's signature.

Notice hereby

Huafang textile Limited by Share Ltd

Board of directors

December 9th, two

Stock Code: 600273 stock abbreviation: Huafang textile number: 2010-027

Huafang textile Limited by Share Ltd

Notice on convening the first provisional shareholders' meeting in 2010

All members of the company and the board of directors guarantee the authenticity, accuracy and completeness of the announcement, and are jointly and severally liable for false statements, misleading statements or major omissions.

The Huafang textile Limited by Share Ltd (hereinafter referred to as the "company") will convene the first provisional shareholders' meeting of the company in December 25, 2010. The following are the following matters: 2010

(I) meeting time: 9:30 a.m. on December 25, 2010;

(two) Venue: conference room, 3rd floor, Hua Fang Garden Hotel, Zhangjiagang.

(three) conference topics:

1. deliberation and adoption of the motion on related pactions of Huafang textile Limited by Share Ltd

(four) participants:

1, the shareholder registration date is December 23, 2010.

As of the end of the afternoon of December 23, 2010, the shareholders of the company registered on the Shanghai branch of China Securities Depository and Clearing Co., Ltd. may attend the meeting.

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

3. Lawyers hired by the company.

(five) registration of meetings:

1. The legal person shareholders attending the meeting shall register with shareholders' account cards, valid shareholding certificates, copies of business licenses, written power of attorney and identity cards of the attendees.

2. The individual shareholders attending the meeting must register with their ID cards, shareholder account cards and valid shareholding certificates; the authorized agents of individual shareholders need to register with their ID cards, client's account cards of clients, trustholders' valid shareholding certificates and written shareholder authorization letters.

3. Meeting registration time: 9:00-16:00 in December 24, 2010

4. The place of registration and the place of delivery of the power of attorney: the company's securities department;

5, the way of registration: shareholders (or agents) may register with the Securities Department of the company or register by fax.

(six) other matters:

1, attend the meeting of board and lodging and pportation expenses;

2, contact:

(1) contact number: 0512-58438202

(2) designated Fax: 0512-58438282

(3) contacts: Han Yimin and Tao Ying

(4) address: No. 1 Renmin South Road, Zhangjiagang;

(5) zip code: 215611

Huafang textile Limited by Share Ltd

Board of directors

December 9th, two

Enclosure:

Power of attorney

I hereby entrust Mr. (madam) on behalf of this unit (individual) to attend the first provisional shareholders' meeting of 2010 in Huafang textile Limited by Share Ltd, and to exercise the voting right on behalf of it.

Issue

Voting opinion

Agree!

Opposition

waiver

Deliberation and adoption of the motion on related pactions of Huafang textile Limited by Share Ltd

Name of client (name):

Client registration number (ID card number):

The number of shares held by the principal:

Client shareholder account number:

Signature of the trustee:

The identity card number of the trustee:

Trustee date: year and month

Note: 1, please draw a "click" under the corresponding opinion.

2, the power of attorney can be completed after photocopying. When the principal is a legal person, the official seal must be affixed and signed by the legal representative. The client should sign the principal when he is a natural person.