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Suggestive Announcement - Huafu Color Spinning Limited By Share Ltd Limited Sale Of Shares Restricted

2012/6/8 8:49:00 25

Limited Sales Huafu Color Spinning Limited By Share Ltd Shares

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.

Special note:

1, this release

Restricted sale

The number of tradable shares with limited sales conditions is 482 million 70 thousand and 360 shares, accounting for 57.87% of the total share capital of the company.

2, the release of restricted sale of tradable shares can be listed on the date of circulation in June 11, 2012 (for June 9, 2012 as a public holiday, by rule postponed to June 11, 2012).

First, the lifting of the sale limit.

Basic situation achieved

(1) acquisition of restricted shares in non-public offering:

In April 27, 2009, the China Securities Regulatory Commission issued the following approval: the approval of the purchase of assets issued by Anhui Huafu color spinning Limited by Share Ltd to Huafu Holdings Limited (SFC [2009]336), and former permitted company's purchase of assets from shares issued by Fu Fu Holdings Limited (hereinafter referred to as "the issue").

In April 27, 2009, the China Securities Regulatory Commission issued the "approval".

Huafu Holdings Limited

And the consent of the concerted action to acquire the obligation of Anhui Huafu color spinning Limited by Share Ltd "(SFC license No. [2009]337), which is exempt from Huafu Holdings Limited, Shenzhen overseas Chinese Investment Co., Ltd., Zhu Cuiyun, Song Jiang, Gu Zhenhua, Pan Jinping, Qi Changwei, Zhang Xiao, Xiang Xiaoyue, and Qi Changwei, who have increased their holdings of 135 million 111 thousand shares by assets for the company's issue of shares, resulting in a total control of 160 million 690 thousand and 100 shares of the company, representing 68.35% of the total share capital of the company.

The 135 million 111 thousand new shares issued to specific objects were listed on the stock market in June 9, 2009. The shares are of limited sale conditions, and the lock up period is 36 months. The lock period is calculated from June 9, 2009.

The company implemented half yearly profit distribution in September 1, 2011 and allocated 10 shares for every 10 shares of capital stock. In May 11, 2012, the profit distribution in May 11, 2012 was pferred to 10 shares of capital stock, and 5 shares were allocated 1 yuan. After the two rights and interests were allocated, the shares of the issue directly held shares increased from 135 million 111 thousand shares to 405 million 333 thousand shares, accounting for 48.66% of the total share capital of the company.

(two) the situation of restricted stock reform:

1, the key points of the split price reform are:

In November 7, 2005, the company implemented the scheme of split share structure reform. All the non tradable shareholders paid 3 shares of consideration on every 10 shares of the tradable shares through the registration date of the stock registration implemented to the scheme. They paid 12 million shares to all the tradable shareholders and obtained the circulation rights of the non tradable shares held by them.

Before the implementation of the split share structure reform scheme, the shares of non tradable shares were 60 million shares, accounting for 60% of the total share capital of the company. After the implementation of the split share structure scheme, all shares were tradable shares, of which 48 million shares were sold under Limited sales conditions, accounting for 48% of the total share capital of the company.

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2. The date and session of shareholders' meeting through the reform of split share structure.

In October 26, 2005, the relevant shareholders meeting of the company's share separation reform deliberated and adopted the scheme of split share structure reform.

3, implementation date of split share structure reform: November 7, 2005

4, January 22, 2008, Huafu Holdings Limited and the Huaibei municipal SASAC signed the "property rights trading contract", which was granted the 100% state-owned share of Anhui Fiya Textile Group Limited held by the Huaibei SASAC and completed the pfer of shares in December 10, 2008. At the same time, Fei Ya group pferred 4 million 990 thousand shares of Fiya shares to Liao Yu, Zhao Weiguang and Chen Min respectively by way of agreement pfer, and pferred 14 million 970 thousand shares of Fiya shares together. The reduction of shares accounted for 14.97% of the total share capital of Fiat shares.

Fei Ya group's holdings of Fiat shares, Fei Ya group holds 25 million 579 thousand and 100 shares of Fiat shares.

In June 5, 2009 and December 15, 2010, Huafu color spinning issued 135 million 111 thousand shares and 42 million 553 thousand and 191 shares respectively, and in September 1, 2011, the company allocated half yearly profit distribution in September 1, 2011 for every 10 shares of capital stock to 10 shares. In May 11, 2012, 2011 profit distribution was allocated in September 1, 2011, and 10 shares of capital stock were pferred to 5 shares and 1 yuan respectively. After two rights and interests allocation, Anhui Fei Ya Textile Group Co., Ltd. held shares in the company from 25 million 579 thousand and 100 shares to 76 million 737 thousand and 300 shares, accounting for the total share capital of the company.

In summary, the total number of tradable shares released under the restricted sale condition is 482 million 70 thousand and 360 shares, accounting for 57.87% of the total share capital of the company.

Two. The commitments and performance of the listed tradable shares holders.

Serial number

Name of restricted stock holder

Commitments and additional commitments

Performance of commitments and additional commitments

One

Commitment to share reform

1. Anhui Fei Ya Textile Group Co., Ltd., its non tradable shares held by Fei Ya shares shall not be traded or pferred within twelve months from the date of the implementation of the split share structure reform plan.

After the expiry of the preceding commitment period, the number of shares sold through the Shenzhen Stock Exchange listing shares will not exceed 5% in the twelve months, and will not exceed 10% within twenty-four months.

2, Anhui Fei Ya Textile Group Co., Ltd. promises that the number of shares sold through the Shenzhen Stock Exchange listing will reach one percent of the total shares of Fiya shares, and will be announced within two working days from the date of the fact, but there is no need to stop the sale of shares during the announcement period.

1, in fulfilling the contract, we must strictly fulfill our commitments; 2, the agreement of the Asia Pacific Group agreement is pferred to three shareholders of natural persons, and we will continue to fulfill the commitment of the group and fulfill the announcement obligation after the shares are listed and circulated.

Two

Commitments made in the report of acquisition or change of interest

The company's purchase of assets from Hua Fu holdings, Chinese investment and Zhu Cuiyun, Song Jiang, Gu Zhenhua, Pan Jinping, Qi Changwei, Zhang Xiaohe, Xiang Xiaoyue and Wang Bin issued eight natural persons, and they are not listed for circulation within 36 months from the date of issuance.

Strictly fulfill commitments

1. The restricted stock holders who apply for the sale of restricted shares have no occupation of the company's non operating capital and the company's violation of the shareholder's guarantee.

2, if the shares held by the restricted stock holders are in touch with their commitments, the company will announce the investors in a timely manner.

Three, the lifting of the limited sale of restricted shares.

1, the number of tradable shares issued under the restricted sale condition is 482 million 70 thousand and 360 shares, accounting for 57.87% of the total share capital of the company.

2, the release of restricted sales of tradable shares with limited circulation date is June 11, 2012.

Serial number

Name of restricted stock holder

Number of restricted shares held (shares)

The number of shares released (restricted)

The ratio of the restricted shares to the total share capital was lifted.

Number of shares frozen (shares)

One

Huafu Holdings Limited

Three hundred and fifty-two million two hundred and sixty-nine thousand

42.29%

Zero

Two

Anhui Fei Ya Textile Group Co., Ltd.

Seventy-six million seven hundred and thirty-seven thousand three hundred and sixty

9.21%

Zero

Three

Shenzhen overseas Chinese Investment Co., Ltd.

Forty-one million nine hundred and forty-nine thousand

5.04%

Zero

Four

Zhang Xiao He

Three million four hundred and eighty thousand

0.42%

Zero

Five

Xiang Xiao Yue

Two million four hundred and thirty-three thousand

0.29%

Zero

Six

Gu Zhen Hua

One million one hundred and forty thousand

0.14%

Zero

Seven

Cui Yun Zhu

One million and eight thousand

0.12%

Zero

Eight

Pan Jin Ping

Nine hundred and thirty-nine thousand

0.11%

Zero

Nine

Qi Chang Wei

Nine hundred and six thousand

0.11%

Zero

Ten

Song Jiang

Nine hundred and six thousand

0.11%

Zero

Eleven

Wang Bin

Three hundred and three thousand

0.04%

Zero

Total

Four hundred and eighty-two million seventy thousand three hundred and sixty

57.87%

Zero

Note: Zhu Cuiyun and Song Jiang are the current senior management personnel of the above shareholders and Gu Zhenhua is the incumbent company supervisor. After the lifting of the shares, the shares will continue to comply with the relevant regulations on stock trading restrictions: the shares pferred by directors, supervisors and senior managers of the listed companies shall not exceed 25% of the total shares held by the company during their term of office. The shares held by the listed company shall not be pferred within one year from the company's listing, and the shares of the company shall not be pferred within 6 months after leaving office.

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Four, the release of the restricted company's capital structure.

This release is restricted before sale.

The number of changes

The lifting of the restriction after sale

Number

Proportion

Number

Proportion

1. Limited sale of shares

Four hundred and eighty-two million seventy thousand three hundred and sixty

57.87%

-482070360

Zero

1, state holding

Zero

2, state-owned legal person shareholding

Zero

3, other domestic shareholding

Four hundred and eighty-two million seventy thousand three hundred and sixty

57.87%

-482070360

Zero

Among them: domestic non state owned legal person shareholding

Four hundred and seventy million nine hundred and fifty-five thousand three hundred and sixty

56.54%

-470955360

Zero

Domestic holding of natural persons

Eight million and sixty-one thousand

0.97%

-8061000

Zero

4. Foreign ownership

Zero

Among them: overseas legal person holding shares

Zero

Overseas natural holding

Zero

5, executive stock

Three million and fifty-four thousand

0.37%

-3054000

Zero

Two, unlimited sale of shares.

Three hundred and fifty million nine hundred and twenty-two thousand two hundred and thirteen

42.13%

Four hundred and eighty-two million seventy thousand three hundred and sixty

Eight hundred and thirty-two million nine hundred and ninety-two thousand five hundred and seventy-three

100%

1, RMB common stock

Three hundred and fifty million nine hundred and twenty-two thousand two hundred and thirteen

42.13%

Four hundred and eighty-two million seventy thousand three hundred and sixty

Eight hundred and thirty-two million nine hundred and ninety-two thousand five hundred and seventy-three

100%

2. Foreign capital stocks listed in China

3. Foreign capital stocks listed overseas

4, others

Three, the total number of shares

Eight hundred and thirty-two million nine hundred and ninety-two thousand five hundred and seventy-three

100%

Eight hundred and thirty-two million nine hundred and ninety-two thousand five hundred and seventy-three

100%

Five. Concluding observations of the sponsor's verification report

After verification, as of the date of issuance of the verification report, the China and Thailand joint securities issued a verification opinion on the listing of the restricted shares of Huafu color spinning as follows:

1, Huatai United Securities believes that since June 11, 2012, Huafu Holdings Limited, Anhui Fei Ya Textile Group Co., Ltd., Shenzhen overseas Chinese Investment Co., Ltd., Zhang Xiaohe, Xiang Xiaoyue, Gu Zhenhua, Zhu Cuiyun, pan Jin Ping, Qi Changwei, Song Jiang, and the 482 million 70 thousand and 360 restricted shares of Hua Fu color spinning Limited by Share Ltd have qualified for listing.

2, the listing of the restricted shares of Huafu color spinning shares will not affect the performance of other share reform commitments.

3, the listing and circulation of this part of the restricted shares of Huafu color spinning conforms to the relevant provisions of the laws and regulations on the management of securities issuance and listing, the Listing Rules of the Shenzhen stock exchange, and the guidelines for the standardized operation of the SME board listed companies on the Shenzhen stock exchange.

There is no substantial obstacle in the listing of the restricted shares. After the listed companies have fulfilled the necessary application and approval procedures, the sponsor agrees to the listing of the restricted shares of Huafu color spinning.

Six. The largest shareholder's intention to hold off the restricted shares and the reduction plan.

Whether the company's largest shareholder and actual controller plan to sell shares in the auction trading system within 5% months or six months after the release of the restricted sale is up to more than 5%.

1, it is 2 or not.

Seven, other matters

1, there is no advance consideration and repayment situation between the restricted stock holders.

2. The restricted stock holders who apply for the sale of restricted shares have no occupation of the company's non operating capital and the company's violation of the shareholder's guarantee.

3, if the shares held by the restricted stock holders are in touch with their commitments, the company will announce the investors in a timely manner.

Notice hereby.

Huafu color spinning Limited by Share Ltd

Board of directors

Two June 6th one or two