Profit Distribution Policy For Deep Textiles And Dividend Announcement In The Past Three Years

Code: 000045, 200045 securities referred to: Shenzhen textile A, Shenzhen textile B announcement number: 2012-30

Announcement of Shenzhen textile (Group) Limited by Share Ltd on profit distribution policy and dividend announcement in recent three years

All members of the company and the board of Directors ensure that the contents of the announcement are true, accurate and complete, without false records, misleading statements or major omissions.

The Shenzhen textile (Group) Limited by Share Ltd (hereinafter referred to as the "company") applied for the issue of A shares in 2012, which was accepted by the China Securities Regulatory Commission (hereinafter referred to as the "China Securities Regulatory Commission") in May 9, 2012.

According to the notice of the China Securities Regulatory Commission on further implementation of related matters concerning cash dividends of listed companies, the company's profit distribution policy and the dividend situation in the past three years are hereby announced as follows to remind investors to pay attention.

First, the profit distribution policy of the company in the past three years (2009-2011 years).

During the period -2011 2009, the provisions of the articles of association on the profit distribution policy are as follows:

"The company shall strictly abide by the following provisions when implementing the profit distribution method:

1, the company's profit distribution should pay attention to the reasonable return on investment for investors.

2, the company's board of directors did not propose a plan for the distribution of cash profits. It should specify in detail in the periodic report the reasons for the non dividend and the use of funds retained by the company not used for dividends.

In the past three years, the company has accumulated a total profit of less than thirty percent of the annual profit that has been realized in the last three years. It is not allowed to issue new shares to the public, issue Switching Company bonds or share shares with the original shareholders.

3, a company can distribute dividends in cash or stock.

Where a shareholder violates the company's capital situation, the company shall deduct the cash dividends paid to the shareholder in order to repay the funds it has occupied.

Two, the recent three years (2009-2011 years) cash dividends and the use of undistributed profits

1, the company's recent three years (2009-2011 years) cash dividends

Unit: 10000 yuan project total in 2010 2009 2011.

Net profit attributable to the parent company (A) 4891.56 4070.93 3801.55 12764.04

Amount of cash dividends allocated in the year (B)

Ratio of net profit attributable to shareholders of Listed Companies in consolidated statements (C=B/A)

2, the past three years (2009-2011 years) of the company's profit distribution after deducting cash dividends.

The company achieved a net profit of 38 million 15 thousand and 500 yuan attributable to its parent company in 2009. It did not pay dividends in the year. In 2009, the company's undistributed profits were all used to purchase land leasing fees for Pingshan industrial land.

The company achieved a net profit of 40 million 709 thousand and 300 yuan attributable to the parent company in 2010. It did not pay dividends in the year. In 2010, the company's undistributed profits were all used to supplement the liquidity needed for operation.

The company achieved a net profit of 48 million 915 thousand and 600 yuan attributable to the parent company in 2011. It did not pay dividends in the year. In 2011, the company's undistributed profits were all used to supplement the liquidity needed for operation.

3. In the past three years (2009-2011 years), the company strictly adhered to and implemented the profit distribution policy stipulated in the articles of association of the company, and disclosed in the periodic report the reasons for and the unallocated dividends.

Uses.

Three. Work on implementing the requirements of the SFC's notice on further implementation of matters related to cash dividends in listed companies and improving the pparency of the profit distribution policy.

In order to improve and perfect the company's scientific, continuous and stable dividend decision and supervision mechanism, actively repay the investors and fully protect the rights and interests of the shareholders of the company in accordance with the law, the company has revised the terms and other provisions of the articles of Association concerning the profit distribution (especially the cash dividend policy) and formulated the shareholder return plan (2012-2014 years).

The motion on Amending the articles of association and the two motions concerning the formulation of the shareholder return plan (2012-2014 years) have been held in June 18, 2012 for the twenty-first meeting of the Fifth Board of directors and the consideration of the second provisional shareholders' meeting of 2012 in July 12, 2012. The contents are detailed in June 19, 2012 and July 13, 2012 in the "Securities Times", "Hongkong business daily" and "http://www.cninfo.com.cn". The announcement of the twenty-first meeting of the Fifth Board of directors (2012-18) and the second resolution of the provisional shareholders' meeting (2012-28) are disclosed in June 19, 2012 and July 13, 2012.

The revised articles of association and the shareholder return plan (2012-2014 years) specify and plan the company's profit distribution policy (especially the cash dividend policy) and the return on shareholders in the next three years.

Detailed provisions are made on the form of profit distribution, the interval between profit distribution, the conditions for cash dividends, the proportion of cash dividends, the time of cash dividends, the decision-making procedures for issuing stock dividends, the distribution of profits, the principle of adjusting profit distribution policies, and the information disclosure of profit distribution. The details are as follows: {page_break}

(1) distribution of profits:

A company can distribute profits by combining cash, stock, cash and stock or other ways permitted by laws and regulations.

Under the premise that the company's profits and cash can satisfy the company's long-term business and long-term development, the company actively promotes the distribution of profits in cash.

(two) the interval between profits distribution:

On the premise that the company meets the profit distribution conditions, the company usually distribus profits in accordance with the annual profits, and it can also allocate half yearly profits according to the company's profit status and fund demand situation.

(three) cash dividends:

1, the company's cash dividends should comply with the following conditions: A, the company's current profits, and the undistributed profit is positive; B, the company will not have a heavy capital expenditure in the next 12 months, which needs more than 30% of the total audited assets of the company, and the amount exceeds RMB 50 million yuan.

2, the proportion and time of cash dividends implemented by the company: in accordance with the profit distribution policy and the conditions of cash dividends, the company will conduct a cash dividend once a year after the annual general meeting of shareholders, and the board of directors may make a semi annual cash dividend according to the company's profitability and capital requirements.

The company shall maintain the continuity and stability of the profit distribution policy. When the company satisfies the cash dividend conditions, the profit allocated in cash shall not be less than 10% of the profit allotment realized in the current year. At the same time, the profit accumulated by the company in any three consecutive accounting years shall be no less than 30% of the annual profit distribution realized in the three fiscal years.

(four) issue stock dividends:

Based on the distribution of profits, provident fund and cash flow conditions, the company can ensure that the minimum cash dividends ratio and the size of the company's capital stock are reasonable, while maintaining the expansion of capital stock and the growth of performance, the company can distribute profits by distributing stock dividends.

(five) decision making procedures for profit distribution:

1, the general manager of the company may, according to the articles of association and the company's relevant shareholders' return plan, combine the company's profit situation, cash flow status, company's development stage, capital demand, bank credit and creditor's rights financing environment, and put forward a proposal for the company's board of directors to allocate profit.

2, on the basis of considering the proposal of the company's profit distribution, the board of directors of the company takes full account of the company's current and future earnings scale, cash flow status, the stage of company development, capital requirements, bank credit and creditor's rights financing environment, etc., and formulates the company's annual or semi annual profit distribution plan according to the opinions of shareholders (especially small and medium-sized shareholders), independent directors and supervisors.

3, the company's annual or semi annual profit distribution plan is submitted to the shareholders' meeting for deliberation after deliberation and approval by the board of directors of the company, and it can be implemented after approval and approval by the shareholders' general meeting.

Independent directors should express their opinions on the company's profit distribution plan.

(six) the adjustment principle of profit distribution policy:

In the articles of association, the determination of profit distribution policy (especially the cash dividend policy) and the adjustment or modification of the profit distribution policy (especially the cash dividend policy) determined by the articles of association shall satisfy the conditions prescribed in the articles of association. After detailed demonstration, the corresponding decision-making procedure shall be followed, and the voting rights of shareholders including shareholders' agents attending the shareholders' meeting shall be over 2/3. At the same time, the company shall provide convenience for shareholders (especially small and medium-sized shareholders) to participate in the shareholders' meeting by providing network voting, etc., and shall fully listen to the opinions of independent directors and minority shareholders.

(seven) information disclosure of profit distribution:

1, the company should disclose the profit distribution plan (including cash dividend scheme), the scheme of provident fund to increase capital stock and the formulation and implementation of detailed cash dividend policy in the periodic report, and the independent director should give independent opinions on this.

2, the company shall disclose in the periodic report the profit distribution plan, the implementation of the scheme for increasing the capital stock or issuing new shares during the previous period and the reporting period.

3. If the company did not make any profit distribution plan in the current year, it should disclose the cause in the periodic report. It should also explain the purpose and use plan of the fund retained by the company which was not used for dividends, and make independent opinions by the independent director.

(eight) if a shareholder illegally occupies the company's capital, the company shall deduct the cash dividends paid by the company to the shareholder so as to repay the funds it has occupied.

This is hereby announced.

City Textile (Group) Limited by Share Ltd

Board of directors

Two July 20th one or two