Shenzhen Textile A Announced The Second Provisional Shareholders Meeting 2012 Resolution Announcement

The second extraordinary shareholders meeting of Shenzhen textile industry in A:2012 Notice of resolution

Announcement date 2012-07-13

Securities code: 000045, 200045 securities referred to: Shenzhen textile A, Shenzhen textile B announcement number: 2012-28

Shenzhen textile (Group) Limited by Share Ltd

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, there was no veto motion in this general meeting.

2, the shareholders' meeting does not involve changing the resolution of the previous shareholders' meeting.

I. convening of the conference

(I) meeting time:

1, the date and time of the on-site meeting: 14:30 p.m. on July 12, 2012.

2, online voting time:

Through the Shenzhen Stock Exchange spanaction The specific time for system voting is: 9:30-11:30 am July 12, 2012, 13:00-15:00 p.m.;

The specific time for voting through the Internet voting system of the Shenzhen stock exchange is: any time from 15:00 p.m. to 15:00 p.m. of July 12, 2012 July 11, 2012.

(two) Venue: Venue: conference hall, six floor, Shenzhen textile tower, 3 Huaqiang North Road, Futian District, Shenzhen.

(three) the way to convene: the combination of on-site voting and network voting.

(four) convenor: Board of directors of the company

(five) host: Chairman Wang Bin

The meeting was convened in accordance with the provisions of the company law, the articles of association and the rules of procedure of the shareholders' meeting.

Two. Attendance at the conference

1. The general situation of attendance:

The shareholders and shareholders who attended the meeting authorized 14 representatives, representing 199610062 shares, accounting for 59.32% of the total number of voting shares. Among them: A shareholders and shareholders authorized 11 representatives, representing 199498712 shares, accounting for 59.28% of the total number of voting shares of the company, 3 shareholders and shareholders authorized representatives, representing 111350 shares, accounting for 0.03% of the total number of voting shares of the company.

2. Attendance at the scene:

The shareholders and shareholders who attended the meeting were authorized to delegate 8 representatives, representing 199317192 shares, accounting for 59.23% of the total number of voting shares of the company. Among them: A shareholders and shareholders authorized 5 representatives, representing 199205842 shares, accounting for 59.20% of the total number of voting shares of the company, 3 shareholders and shareholders authorized representatives, representing 111350 shares, accounting for 0.03% of the total number of voting shares of the company.

3, voting through the Internet:

6 shareholders voting through the Internet, representing 292870 shares, account for 0.09% of the total number of voting shares of the company. Among them, 6 shareholders of A share, representing 292870 shares, account for 0.09% of the total number of voting shares of the company, 0 shareholders of B-shares, representing 0 shares, accounting for 0% of the total number of voting shares of the company.

4. Directors and supervisors attended the meeting. Senior management and the General Assembly witnessed lawyers attending the meeting.

Three. Proposals for deliberation and voting.

The following motions were considered and voted on by on-site ballot and Internet voting.

(1) a motion to guarantee a subsidiary's application to the Shenzhen Development Bank Co.Ltd Shenzhen Jiangsu building branch to apply for a credit limit.

Voting situation: 199436262 shares (B shares, 111350 shares), 99.9129% of all voting rights of all shareholders attending the meeting; 173800 shares (including 0 shares of B shares), 0.0871% of the voting rights of all shareholders attending the meeting; 0 shares of abstention (B shares, 0 shares), accounting for 0% of the voting rights of all shareholders attending the meeting.

Voting result: pass.

(two) Bill on the development of shareholder return plan (2012-2014 years)

Voting situation: 199542062 shares (B shares, 111350 shares), 99.9659% of all voting rights of all shareholders attending the meeting; 68000 shares (including 0 shares of B shares), 0.0341% of the voting rights of all shareholders attending the meeting; 0 shares of abstention (B shares, 0 shares), accounting for 0% of the voting rights of all shareholders attending the meeting.

Voting result: pass.

(three) motion on Amending the articles of Association

Voting situation: agreed 199436262 shares (B shares, 111350 shares), accounting for 99.9129% of the voting rights of all shareholders attending the meeting, and opposed 173800 shares (of which 0 shares were B-shares), accounting for all the meetings. Shareholder 0.0871% of the voting rights held; 0 of the abstention (0 shares of B shares) accounted for 0% of the voting rights of all shareholders attending the meeting.

Voting result: the voting rights of the voting shareholders and the shareholders' agents who have been present at this general meeting are 2/3 or above.

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(four) motion to amend the rules of procedure of the shareholders' meeting.

Voting situation: 199436262 shares (B shares, 111350 shares), 99.9129% of all voting rights of all shareholders attending the meeting; 173800 shares (including 0 shares of B shares), 0.0871% of the voting rights of all shareholders attending the meeting; 0 shares of abstention (B shares, 0 shares), accounting for 0% of the voting rights of all shareholders attending the meeting.

Voting result: pass.

(five) motion to amend the rules of procedure of the board of directors.

Voting situation: 199436262 shares (B shares, 111350 shares), 99.9129% of all voting rights of all shareholders attending the meeting; 173800 shares (including 0 shares of B shares), 0.0871% of the voting rights of all shareholders attending the meeting; 0 shares of abstention (B shares, 0 shares), accounting for 0% of the voting rights of all shareholders attending the meeting.

Voting results: pass.

(six) motion on Amending the rules of procedure of the board of supervisors.

Voting situation: 199436262 shares (B shares, 111350 shares), 99.9129% of all voting rights of all shareholders attending the meeting; 173800 shares (including 0 shares of B shares), 0.0871% of the voting rights of all shareholders attending the meeting; 0 shares of abstention (B shares, 0 shares), accounting for 0% of the voting rights of all shareholders attending the meeting.

Voting result: pass.

(seven) motion on Amending the scope of operation of the company

Voting situation: 199436262 shares (B shares, 111350 shares), 99.9129% of all voting rights of all shareholders attending the meeting; 173800 shares (including 0 shares of B shares), 0.0871% of the voting rights of all shareholders attending the meeting; 0 shares of abstention (B shares, 0 shares), accounting for 0% of the voting rights of all shareholders attending the meeting.

Voting result: pass.

(eight) supplementary motion on Amending the articles of Association

Voting situation: 199436262 shares (B shares, 111350 shares), 99.9129% of all voting rights of all shareholders attending the meeting; 173800 shares (including 0 shares of B shares), 0.0871% of the voting rights of all shareholders attending the meeting; 0 shares of abstention (B shares, 0 shares), accounting for 0% of the voting rights of all shareholders attending the meeting.

Voting result: the voting rights of the voting shareholders and the shareholders' agents who have been present at this general meeting are 2/3 or above.

Four. Legal advice from lawyers

(1) the name of the law firm: Guangdong Sheng Tang law firm.

(two) lawyer's name: Zhang Yankun, Zhu Han

(three) concluding observations:

The lawyer held that the convening and convening procedures of the shareholders' meeting, the qualifications and voting procedures of the participants and convenor were all consistent with the provisions of the company law, the rules of the shareholders' meeting of the listed companies (2006 Revision), and other laws, regulations and normative documents, as well as the rules for implementing the online voting of the shareholders' meeting, the articles of association and the rules of procedure of the shareholders' meeting.

Five. Reference documents

(1) the resolution of the second provisional shareholders meeting of the Shenzhen textile (Group) Limited by Share Ltd in 2012;

(two) Guangdong Sheng Tang law firm's legal opinion on the second extraordinary shareholders meeting of Shenzhen textile (Group) Limited by Share Ltd in 2012.

Notice hereby.

Shenzhen City Spin (Group) Limited by Share Ltd

Board of directors

July 13th two one or two