Ningxia BOC Cashmere Limited By Share Ltd Acquisition Of Beijing Zhuo Wen Fashion Textile Limited By Share Ltd

Ningxia CB cashmere Limited by Share Ltd's progress announcement on acquisition of 100% stake in Beijing Zhuo Wen fashion textile Limited by Share Ltd

All members of the company and the board of directors guarantee the authenticity, accuracy and completeness of the information disclosure. There is no false record, misleading statement or significant.

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1, the acquisition of shares does not constitute related pactions, nor is it a major asset reorganization item stipulated in the management measures of major asset reorganization of listed companies.

2, the final assessment value of the target company evaluated by the future income method is 573 million yuan, and the value-added rate of the underlying assets appraisal is 240.41%. The main reason for the higher value added rate is based on the advantages of Zhuo Wen's fashion customer resources and the integrity of the industrial chain as well as the calculation of future performance, which is a comprehensive assessment to remind investors that the profitability of the paction assets is not up to expectations and further affects the risk of the underlying assets valuation.

3. It is estimated that after the completion of this paction, the CB industry will confirm a large amount of goodwill, and if the target company can not achieve the predicted earnings in the future,

The goodwill formed by the underlying company will face the risk of impairment, which will affect the performance of listed companies.

4. After the consideration and approval of the board of directors, the acquisition will be submitted to the shareholders' general meeting for deliberation and approval.

According to the company's development strategy, combined with the company's future sustainable development needs, in March 26, 2014, the company and its wholly owned subsidiary Oriental cashmere Co., Ltd. and Beijing Zhuo Wen fashion textile Limited by Share Ltd (hereinafter referred to as "Zhuo Wen fashion" or "target company") shareholders, Lhasa run Consulting Service Co., Ltd. and Kaixin (Hongkong) Co., Ltd. signed the "letter of intent for equity pfer". It intends to acquire 100% stake in Zhuo Wen fashion with its own capital of RMB 600 million yuan.

The audit report no. XYZH/2013YCA1143-1 issued by Xin Yong Zhong accounting firm (special general partnership), as of December 31, 2013, the total assets of Zhuo Wen fashion were 622 million 509 thousand and 900 yuan, liabilities of 454 million 184 thousand and 100 yuan, and net assets of 168 million 325 thousand and 800 yuan.

In 2013 1-12, the main business revenue was 1 billion 2 million 390 thousand and 300 yuan, the net profit was 45 million 942 thousand and 400 yuan, and the net profit attributable to the shareholders of the parent company was 46 million 162 thousand and 100 yuan.

(consolidated statement data)

According to the neutralization rating Letter No. 2014 issued by Zhonghe Asset Appraisal Co., Ltd. (2014BJV1054), the evaluation report of the Ningxia Zhongyin cashmere Limited by Share Ltd intends to acquire the Beijing Zhuo Wen fashion textile and Limited by Share Ltd equity project, the assessment value of all the interests of Zhuo Wen fashion shareholders is 573 million yuan in December 31, 2013.

After consultations, it was confirmed that the total price of the target company was 550 million yuan.

Combined with the target company's net profit in 2014 -2016, 50 million yuan, 60 million yuan and 70 million yuan, the price is 9.17 times PE of the three year average net profit.

This paction is the two legal person of Zhuo Wen fashion.

(1) Lhasa run Consulting Service Co., Ltd.

1. Registered address: No. 5-2, unit 1, 1 building, B District, Yangcheng new town, Lhasa economic and Technological Development Zone.

2. Company type: limited liability company

3. Legal representative: Li Weidong

4, business scope: investment management, investment consulting, business management consulting, corporate image planning, exhibition hosting.

5. Major shareholders and actual controllers

(two) Kaixin (Hongkong) Co., Ltd.

1. Registration address: room 1001-1003, 10 floor, Manulife provident fund, 345 Nathan Road, Kowloon, Hongkong.

2. Company type: limited liability company

3, executive director: Li Weidong

4, shareholders: Li Ying holds 100% stake

(three) there is no correlation between the parties to the paction and the shareholders of the paction, and the company's and the company's top ten shareholders, controlling shareholders, directors, supervisors and senior executives in terms of property rights, business, assets, claims, debts and personnel.

(1) industrial and commercial registration of paction targets

1. Company Name: Beijing Zhuo Wen fashion textile Limited by Share Ltd

2. Establishment date: November 2004

3, registered address: No. 3, Ying Quan street, Yanqing County, Beijing.

4. Legal representative: Li Weidong

5. Registered capital: RMB 75 million yuan.

6, paid up capital: RMB 75 million yuan.

7, company type: Limited by Share Ltd (Companies Limited by Shares with Foreign Investment) (unlisted)

8, business scope: manufacturing clothing, needle textiles; sell self produced products; import and export of goods, technology import and export, import and export agents; warehousing services; technical services.

9. Shareholders and shareholding ratio:

Note: Kaixin (Hongkong) Co., Ltd., in accordance with the assessment price in August 2006, was awarded a share of 10 million 500 thousand yuan to the original shareholder of Beijing Fashion Textile Co., Ltd., 25% of the holding company. Lhasa and run Consulting Service Co., Ltd. in September 2013, with the book value of 61 million 410 thousand and 550 yuan, was granted 75% of the shares of the original shareholder Beijing Fashion Textile Co., Ltd., and the main shareholder of Lhasa and run Consulting Service Co., Ltd. was basically the same as Beijing Fashion Textile Co., Ltd.

10. The main assets of the target company (audited): unit: 10000 yuan.

The target company has secured 30 million yuan from the Sales Department of the Beijing Development Bank of Guangdong Development Bank (X), with the property (real estate certificate No.: No. 043450 of the Beijing Housing Authority Certificate No. X) and the land (Title No.: Beijing Yan state (2012 out) No. 00051) as collateral.

As of June 30, 2014, the book value of housing buildings for mortgages was 9 million 76 thousand and 300 yuan, and the book value of land use rights was 5 million 181 thousand and 800 yuan.

11. The main income components of the target companies in 2013 and 2014 1-6:

The company's products are mainly sweater products, with seasonal characteristics. Sales revenue accounts for about 30% of the annual revenue in the first half of the year. There was no significant fluctuation in business income in the 1-6 months of 2014 compared with the same period last year.

12, as of the date of this announcement, there is no case of shareholders' capital occupation and guarantee for their shareholders. There are no major disputes, litigation or arbitration matters relating to assets.

(two) the business operation of the target company

Zhuo Wen fashion is mainly engaged in the design, development, production and sale of woolen knitted garments. As an international competitive supplier of wool knitted garments, it has become an important part of the brand clothing supplier's supply system by developing new products and sharing information with the brand clothing dealers.

According to the statistics of China Textile Import and export chamber, in 2013, Zhuo Wen fashion ranked China ranked twelfth in the world export sweater enterprises (sixth enterprises), ranked second in China's export sweater enterprises to EU (first in single enterprises), ranked twenty-sixth in China's EU apparel export enterprises.

At the same time, it is appraised by the China Textile Import and Export Chamber of Commerce as AAA credit enterprise of enterprise credit rating.

While expanding the international market, Zhuo Wen fashion develops its own brand "think fast". "Beijing" has been identified as "Beijing famous trademark" by the trade and Industry Bureau of the city of Beijing. It is recognized by the Trademark Office of the State Administration for Industry and commerce as "China's well-known trademark" and has been awarded the title of "the ten hot clothing brand of Beijing, the fashion capital of Beijing" and the title of "the ten most potential fashion brands in Beijing".

(three) the financial situation of the company in the latest and first phases (audited)

Four, the main contents of the agreement on equity pfer.

Party A: Ningxia cashmere industry Limited by Share Ltd party a two: Oriental cashmere Co., Ltd.

Party A and party a two are collectively referred to as "party a".

Party B: Lhasa and run Consulting Service Co., Ltd. Party B two: Kaixin (Hongkong) Co., Ltd.

Party B and Party B two are collectively referred to as "Party B".

The first paction structure and timing.

1.1 at present, Party B has a 75% stake in the underlying company, and Party B owns two of the target company 25%.

In this paction, Party A and party a two purchase Party B and B two in cash and share all the shares of the target company respectively.

After the paction is completed, Party A has 100% equity interest in the underlying company, and Party B no longer holds the equity of the underlying company.

The acquisition will not constitute a major asset reorganization.

The 1.2 parties confirmed that, according to the XYZH/2013YCA1143-1 audit report issued by the CPA firm (special general partnership), the net profit of the company was 45942370.69 yuan in 2013, and the net assets were 168325814.13 yuan in December 31, 2013. According to the Ningxia Zhongyin cashmere industry Limited by Share Ltd, the assets assessment report of the Beijing Zhuo Wen fashion textile Limited by Share Ltd equity project was issued by the neutralization assets assessment Co., Ltd., and the total equity interest assessment of the target company was RMB 573 million yuan as of December 31, 2013.

On the basis of the above agreement, the parties agreed that the paction price of the 100% equity interest of the target company was 550 million yuan.

1.3 the specific payment process of this equity fund is as follows:

Within 10 days after the signing of the 1.3.1 agreement and the approval of party a shareholders' meeting, Party A shall pay 51% of the total amount of the equity pfer payment to Party B as the first sum to be remitted to the account designated by Party B.

1.3.2 before December 31, 2014, Party A will pay 49% of the balance to Party B.

1.4 the period from the date of the evaluation date to the period after the completion of the registration of the equity pfer of the target company is within the pitional period.

After the completion of the business registration of the target company, Party A will hire a audit institution with securities qualification to conduct a special audit on the profit and loss between the benchmark company's self assessment date and the asset delivery date.

The profits generated by the target company during the pition period shall be enjoyed by Party A.

The loss incurred by the target company during the pition period shall be borne by Party B in proportion to the capital contribution of the company before the paction, and the losses incurred by Party B shall be deducted from the paction consideration paid in cash.

All the undistributed profits of the target company on the base date of assessment shall be enjoyed by Party A.

1.5 the cost of this pfer is borne.

The relevant taxes and fees arising from this paction are determined by the parties.