Announcement Of The Twenty-Second Meeting Of The Sixth Board Of Directors Of Lu Tai Textile Co., Ltd.

Code: 000726200726 stock short: Lu Tai A Lu Tai B Announcement No.: 2012-028

Lu Tai textile Limited by Share Ltd

Announcement of the twenty-second meeting of the sixth board of directors

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 of the announcement.

In July 13, 2012, the company held the twenty-second meeting of the sixth board of directors. The notice and relevant documents were delivered to all the directors by e-mail in July. The number of participants should be 14, and the actual attendance rate was 14. The meeting was in compliance with the relevant provisions of the company law and the articles of association. The resolution of the conference was valid and lawful. The meeting was held in July.

At the meeting, the following motion was considered and adopted by means of a communication vote:

1. The motion on amending some articles of the articles of association was deliberated and passed.

Voting result: agreed 14 votes, opposed 0 votes, abstained 0 votes.

Two. He has passed the application for opening a bank account to the Bank of East Asia (China) Limited Beijing branch, applying for an integrated credit line of US $10000 million, and authorized the manager of the finance department, Mr. Zhang Keming, to sign the legal documents relating to the financing within the credit limit and sign all the documents related to the account opening on behalf of the company.

The resolution is fully effective until the company submitting a new resolution to the bank to revoke, modify or replace this resolution.

Voting result: agreed 14 votes, opposed 0 votes, abstained 0 votes.

Three, we have passed a new comprehensive credit line to Deutsche Bank (China) Limited Shanghai branch, the amount of US $10000 million, and authorized Mr. Zhang Keming, the finance manager, to sign the legal documents relating to the financing within the credit limit.

The resolution is fully effective until the company submitting a new resolution to the bank to revoke, modify or replace this resolution.

Voting result: agreed 14 votes, opposed 0 votes, abstained 0 votes.

Four. It has approved the adoption of a guarantee for the Xinjiang branch of the Agricultural Bank of China Awati branch of the Agricultural Bank of China, the Awati branch of the Agricultural Bank of China. The guarantee period is two years from the date of approval by the board of directors.

Voting results: agreed 14 votes, 0 votes against, 0 votes abstained.

Five, the bill on the third provisional shareholders' meeting held in 2012 was deliberated and adopted.

Voting results: agreed 14 votes, 0 votes against, 0 votes abstained.

Lu Tai textile Limited by Share Ltd board of directors

July 14, 2012

Stock Code: 000726200726 stock abbreviation: Lu Tai A Lu Tai B Announcement No.: 2012-029

Lu Tai textile Limited by Share Ltd convened

Notice of the third extraordinary general meeting on 2012

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 of the announcement.

1. The basic situation of the meeting:

1, the general meeting of shareholders: the general meeting of shareholders is the third provisional shareholders' meeting in 2012.

2. Convener of the shareholders' meeting: the convening board of the shareholders' meeting was held by the company's board of directors. In July 13, 2012, the company held the six twenty-two board of directors, and deliberated and adopted the motion to convene this general meeting of shareholders.

3. The legality and compliance of the meeting: this meeting is convened by the board of directors of the company, and the procedure is in line with the relevant provisions of the company law and the articles of association.

4. The way of the meeting: the meeting was held by on-site voting.

5. The time of the meeting: 9:30 a.m. on Monday, July 30, 2012.

6. participants:

(1) this time

The date of registration of shares of the general assembly: on July 20, 2012, after closing at 3:00 p.m. on July 20, 2012, all shareholders of the company registered on the China Securities Depository and Clearing Co., Ltd. Shenzhen branch shall have the right to attend the general meeting of shareholders.

The shareholders who are unable to attend the meeting may, in writing, entrust an agent to attend the meeting and vote. The agent of the shareholder shall not be the shareholder of the company.

(2) directors, supervisors and senior managers of the company.

(3) a witness lawyer employed by the company.

7. Venue:

Rutai textile Limited by Share Ltd Limited by Share Ltd conference room.

Two. Conference deliberations

The motion to amend some provisions of the articles of association.

The motion shall be passed by more than 2/3 of the voting rights held by the shareholders attending the meeting.

Three. Shareholders' meeting registration method:

1. Shareholders who participate in the meeting of shareholders' meeting will be required to register with the company with their own identity cards, shareholder account cards and stock holding lists. The principal agent shall hold his ID card, the power of attorney, the client's shareholder card, the principal's identity card and the holder's list of shares to the company registration; the legal person shareholder shall have a copy of the business license, a legal person's power of attorney, and a person's identity card to the company to register.

Remote shareholders can be registered by fax or letter, and fax or letter will be received by the company within the time of registration.

2. Registration time: July 26, 2012 (Thursday) and 27 (Friday) (8:00-11:30 a.m., 14:00-17:00 p.m.).

3. Place of registration: Company Securities Department

Contact number: (0533) 5285166

Fax: (0533) 5282188-234, 236 (0533) 5418805

Contacts: Qin Guiling, Zheng Weiyin, Li Kun

4. The documents to be submitted by the voting holder when registering and voting: the attorney's identity card, the letter of attorney signed by the client, the client's shareholder's account card, the client's identity card and the owner's ownership list.

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Four, other matters

1, conference contact

Contact number: (0533) 5285166

Fax: (0533) 5282188-234, 236 (0533) 5418805

Contacts: Qin Guiling, Zheng Weiyin, Li Kun

2, meeting expenses: attend the meeting's shareholders' accommodation and pportation expenses.

Five. Reference documents

1. to convene the resolution of the board of directors of this shareholders' meeting.

2. The motion to amend some provisions of the articles of association.

Lu Tai textile Limited by Share Ltd board of directors

July 14, 2012

Enclosure:

Power of attorney

I hereby appoint Mr. / Mrs. on behalf of this unit (individual) to attend the third provisional shareholders' meeting in 2012, and to exercise the right to vote.

Client's signature: client's securities account:

The number of clients: the identity card number of the client:

Signature of the client (or seal): the principal's identity card number:

Date of commission: month of 2012

Authorized voting opinion form

Name of bill

Voting opinion

Agree!

Opposition

waiver

Motion to amend part of the articles of Association

Stock Code: 000726200726 securities short: Lu Tai A, Lu Tai B announcement number: 2012-030

Lu Tai textile Limited by Share Ltd

External guarantee notice

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.

I. summary of guarantee situation

The guarantee agreement was signed on July 13, 2012 in Zichuan District of Zibo, the guarantor: Xinjiang Lu Tai harvest cotton Co., Ltd. (hereinafter referred to as "Xinjiang Lu Tai"), the guarantee amount: the bank's comprehensive credit line is RMB 100 million yuan.

At the twenty-second meeting of the sixth board of directors, the motion was approved by 14 votes, 0 votes and 0 abstentions. The guarantee was a guarantee for the controlling subsidiary of the company. The guarantee amount accounted for 1.83% of the latest audited net assets of the company. It was effective after approval by the board of directors of the company and was not required to be submitted to the shareholders' general meeting for approval.

Two, the basic situation of the guarantor

1. The name of the guarantor: Xinjiang Lu Tai Feng harvest cotton limited liability company, registration date: June 17, 2003, registration place: Xinjiang Awati County State owned harvest three, legal representative: Liu Shizhen, the registered capital is 146 million 530 thousand yuan, main business: production of cotton and cotton yarn.

2. The shares of the guarantor: Xinjiang Lu Tai Feng harvest cotton Co., Ltd. is the controlling subsidiary of the company. The company accounts for 58.24% of the registered capital, and the personal shareholders and employee stock ownership will account for 41.76% of the registered capital.

3, the relevant indicators of the guarantor in the latest year:

Unit: RMB yuan.

entry name

2011

First quarter of 2012

Total assets

Eight hundred and ninety-six million three hundred and twenty-four thousand one hundred and six point six six

Six hundred and ninety-nine million eight hundred and ninety-eight thousand four hundred and forty-four point five one

Total liabilities

Five hundred and sixty-four million thirty-seven thousand nine hundred and ninety-five point five five

Three hundred and seventy-one million twenty-five thousand nine hundred and forty-four point one four

Among them: bank loans

Four hundred and twenty-six million eight hundred and forty thousand

Two hundred and ninety-seven million eight hundred and forty thousand

current liabilities

Five hundred and sixty-two million one hundred and ninety-seven thousand nine hundred and ninety-five point five five

Three hundred and sixty-nine million one hundred and eighty-five thousand nine hundred and forty-four point one four

Total amount of contingencies involved

Two hundred and twelve million eight hundred and forty-nine thousand four hundred and thirty-six point two seven

Two hundred and forty million seven hundred and sixteen thousand three hundred and twelve point five eight

Three hundred and thirty-two million two hundred and eighty-six thousand one hundred and eleven point one one

Three hundred and twenty-eight million eight hundred and seventy-two thousand and five hundred point three seven

Business income

Five hundred and eighty-six million seven hundred and thirty-one thousand two hundred and eighty-five point eight eight

One hundred and thirty million one hundred and fourteen thousand two hundred and thirty-four point four three

Total profit

Fifty-one million seven hundred and thirty-two thousand five hundred and ninety-one point three zero

-4076691.11

Net profit

Forty million three hundred and eighty-three thousand one hundred and twenty-three point six eight

-3413610.74

Latest credit rating

AA+

Three, the main contents of the guarantee agreement

The way of guarantee is to provide guarantee for the credit line of Xinjiang Lu Tai Feng harvest cotton limited liability company, which is awarded by the Awati branch of the Agricultural Bank of China, and is also responsible for joint guarantee.

Guarantee period: two years from the date of approval of the board of directors of the company.

Guarantee amount: 100 million yuan.

Guarantee cost: according to the actual amount of guarantee amount under the credit line, the guarantee fee will be charged to Xinjiang Lu Tai Feng harvest cotton limited liability company at an annual rate of 4/1000.

Four. Board opinion

1. the reason for the guarantee is: because of the low cotton prices this year, Xinjiang's Shandong Province has occupied the capital of its cotton stocks. Lu Tai, in the second half of this year, needs to repay the loan of maturity of 125 million yuan and pay nearly 33 million yuan for other payments in Xinjiang.

In order to solve the current capital turnover difficulties, Xinjiang Lu Tai applied to the Agricultural Bank of China Awati County branch for 100 million yuan credit line, but needed the company to provide security.

The board of Directors believes that the guarantee is to ensure the smooth operation of the holding subsidiary's production and operation.

2. the interests and risks of the guarantee: the board of the board of directors to the quality of the guarantor's assets, business situation, industry prospects, solvency, credit status and so on to carry out a comprehensive assessment, that the object of the guarantee is the holding of the company, its financial management and fund scheduling are subject to the unified arrangement of the company's financial management, according to the operating status and cash flow of the guarantor, since the establishment of Xinjiang Rutai, the profitability has gradually improved, the current cotton stock is large, mainly because the price of cotton continues to be low, a reluctant sale caused.

But the guarantor has 60 thousand spindles, the stock of cotton can be used in its own use, and the company can purchase priority under the same conditions. Therefore, the guarantor has enough ability to repay the debt. This guarantee will not increase the additional risk of the company, nor will it affect the interests of all the shareholders of the company.

3. this guarantee is a guarantee for the Xinjiang subsidiary of our company. The company owns 58.24% stake in Xinjiang Lu Tai, and the other 41.76% shareholders do not provide corresponding guarantee according to their shareholding ratio.

The company will charge the guarantor every year by 4/1000 of the actual amount of the guarantee amount per year.

4. explain the situation of providing counter guarantee: according to the "counter guarantee agreement" signed by Lu Tai Company and Xinjiang Lu Tau in July 13, 2012, the guarantor Xinjiang Lu Tai provides the corresponding amount of counter guarantee for Lu Tai Company.

Five. Quantity of accumulated external guarantee and quantity of overdue guarantee.

As of July 12, 2012, the company only provided guarantees to the controlling shareholder, with a total guarantee of 300 million yuan, accounting for 5.48% of the company's latest audited net assets.

The company and its controlling subsidiaries have no overdue guarantee, litigation guarantee and loss due to the failure of the guarantee.

Lu Tai

Limited by Share Ltd board of directors

July 14, 2012