Announcement On The Resolution Of The Second Extraordinary General Meeting Of Shareholders In 2012 Of Shenzhen Textile (Group) Co., Ltd

Shenzhen Textile (Group) Co., Ltd company Announcement on the Resolution of the Second Extraordinary General Meeting of Shareholders in 2012

The Company and all members of the Board of Directors guarantee that the information disclosed is true, accurate and complete, and there are no false records, misleading statements or major omissions.

Special tips:

1. The General Meeting of Shareholders did not reject the proposal;

2. This general meeting of shareholders does not involve changing the resolution of the previous general meeting of shareholders.

1、 Convening of the meeting

（1） Meeting time:

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

2. Online voting time:

The specific time for online voting through the trading system of Shenzhen Stock Exchange is: 9:30-11:30 a.m. and 13:00-15:00 p.m. on July 12, 2012;

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

（2） Venue of on-site meeting: Conference Hall, Floor 6, Shenfang Building, No. 3 Huaqiang North Road, Futian District, Shenzhen

（3） Convening method: combination of on-site voting and online voting

（4） Convener: Board of Directors

（5） Host of the on-site meeting: Chairman Wang Bin

The meeting was held in accordance with the provisions of the Company Law, the Articles of Association and the Rules of Procedure of the General Meeting of Shareholders.

2、 Attendance at the meeting

1. Overall attendance:

There were 14 shareholders attending the meeting and their authorized representatives, representing 199610062 shares, accounting for 59.32% of the total voting shares of the company. Among them, there are 11 A-share shareholders and their authorized representatives, representing 199498712 shares, accounting for 59.28% of the total voting shares of the Company; there are 3 B-share shareholders and their authorized representatives, representing 111350 shares, accounting for 0.03% of the total voting shares of the Company.

2. Attendance at on-site meetings:

There were 8 shareholders attending the meeting and their authorized representatives, representing 199317192 shares, accounting for 59.23% of the total voting shares of the company. Among them, there are 5 A-share shareholders and their authorized representatives, representing 199205842 shares, accounting for 59.20% of the total voting shares of the Company, 3 B-share shareholders and their authorized representatives, representing 111350 shares, accounting for 0.03% of the total voting shares of the Company.

3. Voting through the Internet:

Six shareholders voted online, representing 292870 shares, accounting for 0.09% of the total voting shares of the company. Among them, there are 6 A-share shareholders, 292870 representative shares, accounting for 0.09% of the total voting shares of the Company, and 0 B-share shareholders, 0 representative shares, accounting for 0% of the total voting shares of the Company.

4. Directors and supervisors of the Company attended the meeting, and senior managers and witnesses of the meeting attended the meeting as nonvoting delegates.

3、 Deliberation and voting of proposals

The meeting deliberated and passed the following proposals by means of on-site open ballot and online voting:

（1） Proposal on Providing Guarantee for Subsidiary to Apply for Credit Line from Shenzhen Development Bank Co., Ltd. Shenzhen Jiangsu Building Sub branch

Voting: 199436262 shares (111350 B-shares) were agreed, accounting for 99.9129% of the voting rights held by all shareholders attending the meeting; 173800 dissenting shares (including 0 B share), accounting for 0.0871% of the voting rights held by all shareholders attending the meeting; Abstaining 0 shares (including 0 B shares), accounting for 0% of the voting rights held by all shareholders attending the meeting. Voting result: Passed.

（2） About developing《 Shareholder returns Planning (2012-2014)

Voting: 199542062 shares (111350 B-shares) were approved, accounting for 99.9659% of the voting rights held by all shareholders attending the meeting; 68000 dissenting shares (including 0 B share), accounting for 0.0341% of the voting rights held by all shareholders attending the meeting; Abstaining 0 shares (including 0 B shares), accounting for 0% of the voting rights held by all shareholders attending the meeting. Voting result: Passed.

（3） Proposal on Amending the Articles of Association

Voting: 199436262 shares (111350 B-shares) were agreed, accounting for 99.9129% of the voting rights held by all shareholders attending the meeting; 173800 dissenting shares (including 0 B share), accounting for 0.0871% of the voting rights held by all shareholders attending the meeting; Abstaining 0 shares (including 0 B shares), accounting for 0% of the voting rights held by all shareholders attending the meeting. Voting result: more than 2/3 of the voting rights held by the shareholders with voting rights and their proxies attending the general meeting of shareholders were approved. {page_break}

（4） Proposal on Amending the Rules of Procedure of the General Meeting of Shareholders

Voting: 199436262 shares (111350 B-shares) were agreed, accounting for 99.9129% of the voting rights held by all shareholders attending the meeting; 173800 dissenting shares (including 0 B share), accounting for 0.0871% of the voting rights held by all shareholders attending the meeting; Abstaining 0 shares (including 0 B shares), accounting for 0% of the voting rights held by all shareholders attending the meeting. Voting result: Passed.

（5） Proposal on Amending the Rules of Procedure of the Board of Directors

Voting: 199436262 shares (111350 B-shares) were agreed, accounting for 99.9129% of the voting rights held by all shareholders attending the meeting; 173800 dissenting shares (including 0 B share), accounting for 0.0871% of the voting rights held by all shareholders attending the meeting; Abstaining 0 shares (including 0 B shares), accounting for 0% of the voting rights held by all shareholders attending the meeting. Voting result: Passed.

（6） Proposal on Amending the Rules of Procedure of the Board of Supervisors

Voting: 199436262 shares (111350 B-shares) were agreed, accounting for 99.9129% of the voting rights held by all shareholders attending the meeting; 173800 dissenting shares (including 0 B share), accounting for 0.0871% of the voting rights held by all shareholders attending the meeting; Abstaining 0 shares (including 0 B shares), accounting for 0% of the voting rights held by all shareholders attending the meeting. Voting result: Passed.

（7） Proposal on Amending the Business Scope of the Company

Voting: 199436262 shares (111350 B-shares) were agreed, accounting for 99.9129% of the voting rights held by all shareholders attending the meeting; 173800 dissenting shares (including 0 B share), accounting for 0.0871% of the voting rights held by all shareholders attending the meeting; Abstaining 0 shares (including 0 B shares), accounting for 0% of the voting rights held by all shareholders attending the meeting. Voting result: Passed.

（8） Supplementary Proposal on Amending the Articles of Association

Voting: 199436262 shares (111350 B-shares) were agreed, accounting for 99.9129% of the voting rights held by all shareholders attending the meeting; 173800 dissenting shares (including 0 B share), accounting for 0.0871% of the voting rights held by all shareholders attending the meeting; Abstaining 0 shares (including 0 B shares), accounting for 0% of the voting rights held by all shareholders attending the meeting. Voting result: more than 2/3 of the voting rights held by the shareholders with voting rights and their proxies attending the general meeting of shareholders were approved.

4、 Legal opinions issued by lawyers

（1） Name of law firm: Guangdong Shengtang Law Firm

（2） Name of lawyer: Zhang Yankun, Zhu Han

（3） Concluding observations:

Lawyers believe that the convening and procedures of this general meeting of shareholders, the qualifications of attendees and conveners, voting procedures and other matters are in line with the Company Law, the Rules for the General Meeting of Shareholders of Listed Companies (revised in 2006) and other laws, regulations, normative documents, as well as the Detailed Rules for the Implementation of Online Voting at the General Meeting of Shareholders, the Articles of Association The provisions of the Rules of Procedure of the General Meeting of Shareholders, the voting results and the resolutions formed at the meeting are legal and valid.

5、 Documents for future reference

（1） Resolution of the Second Extraordinary General Meeting of Shareholders of Shenzhen Textile (Group) Co., Ltd. in 2012;

（2） Guangdong Shengtang Law Firm's Legal Opinion on the 2012 Second Extraordinary General Meeting of Shareholders of Shenzhen Textile (Group) Co., Ltd.

It is hereby announced.

Shenzhen City spin (Group) Co., Ltd

Board of Directors

July 13, 2012