Xinye Textile: Announcement Of 42% Stake In Science And Technology Co., Ltd.

Stock Code: 002087 securities short: Xinye textile Bulletin No.: 2014-070

about Buy Announcement of 42% equity interest of Yinhai Yuhua Textile Technology Co., Ltd. held by Kaifeng Xinjiang cotton Co., Ltd.

All members of the company and the board of Directors ensure that the contents of the announcement are true, accurate and complete, and assume responsibility for false statements, misleading statements or major omissions in the announcement.

First, Transaction overview

1, Henan Xinye textile Limited by Share Ltd (hereinafter referred to as "the company") intends to use its own funds to acquire 49 million 400 thousand of the 42% equity interest of Xinjiang Yuhua Textile Technology Co., Ltd. (hereinafter referred to as "Yu Hua textile"), which is purchased by Kaifeng Yinhai cotton Co., Ltd. (hereinafter referred to as "Yinhai cotton industry"). After the completion of the acquisition, the company will hold 100% stake in Yuhua textile, that is, Yuhua textile company becomes a wholly owned subsidiary of the company.

2, the general manager's office has passed the motion on the acquisition of 42% stake in Xinjiang Yuhua Textile Technology Co., Ltd. held by Kaifeng Yinhai Cotton Industry Co., Ltd. According to the relevant provisions of the Shenzhen Stock Exchange Listing Rules and the articles of association, the acquisition takes effect after deliberation and approval by the general manager's office. The transaction matters need not be submitted to the board of directors or shareholders' general meeting for consideration in the general manager's examination and approval authority.

3, the acquisition does not constitute a related transaction of the company nor constitutes a major asset reorganization of the listed company's major asset restructuring management measures.

Two. transaction The situation of the other side

1. Kaifeng Yinhai Cotton Industry Co., Ltd. was founded in September 1, 2000. Its residence is Kaifeng County Economic and Technological Development Zone. The legal representative, Chen Xuesen, has a registered capital of 30 million yuan. The company is a limited liability company. The scope of operation is cotton purchase, processing and marketing; cotton seed develvet and sale; textile raw materials and cotton yarn processing and sales; engaged in import and export business permitted by the state.

2, the shareholding structure of Yinhai's cotton industry: Chen Xuesen holds 97.33% and Chen Chunjian shares 2.67%.

3. There is no correlation between Yinhai cotton industry and its subsidiaries.

　　 Three, the situation of the transaction subject matter.

1. Yu Hua textile was founded in January 27, 2014. The residence is Hutubi Textile Industrial Park light textile area in Changji, Xinjiang. The legal representative is Wei Xuezhu, whose registered capital is 100 million yuan, and the company is of other limited liability companies. The scope of operation is permitted to operate: No; general business items: cotton spinning, cotton weaving, knitwear, textiles and raw materials wholesale, sales, cotton acquisition and sale.

2. The shareholding structure of Yuhua Textile: 58% of the company's shareholding and 42% of Yinhai's cotton industry. Xinye Huijin Industrial Co., Ltd. originally intended to pay 4% stake in Yuhua textile, and then gave up. With the consent of both sides, Yinhai cotton industry has subscribed to 42% stake in Yuhua textile, and Xinye textile has subscribed for 58% stake in Yuhua textile. )

3. The main financial indicators of Yuhua textile for the latest and one year.

According to the latest and one-year financial statements provided by Yu Hua textile, as of August 31, 2014, the total assets amounted to 12465.52 yuan and net assets amounted to 9005.43 yuan.

4, assessment situation

The company commissioned the Henan Asia Pacific Lianhua Asset Appraisal Co., Ltd. to evaluate Yuhua textile and issued the Henan Xinye textile Limited by Share Ltd's acquisition of the equity interest assessment report of Xinjiang Yuhua Textile Technology Co., Ltd., which is held by Kaifeng County Yinhai Cotton Industry Co., Ltd. (sub evaluation 2014113). The net assets valuation of Yuhua textile as at August 31, 2014 was 124 million 766 thousand yuan and the appreciation rate was 38.55%. Based on the assessment results, the final transfer price is determined to be 49 million 400 thousand yuan.

　　 Four, the main contents of the transaction agreement

1. Transfer price

The two sides agreed that the price of the share transfer was 49 million 400 thousand yuan.

2. Payment method

The two sides agreed that the company transferred the share transfer payment to the Yinhai cotton industry within three working days after the completion of the Yuhua textile equity transfer business registration process.

Five. The purpose of the acquisition and its impact on the company.

The acquisition is in line with the company's long-term development plan and expansion strategy, and can expand the company's production capacity and operation scale. The company's comprehensive strength and industry status can be improved, which is conducive to the company's becoming bigger and stronger and providing better returns for shareholders.

Six. Reference documents

1. Summary of the meeting of Xinye Textile General Manager's office;

2. Equity transfer agreement;

3, "Henan Xinye textile Limited by Share Ltd intends to acquire Kaifeng County Yinhai cotton Co., Ltd. held by Xinjiang Yuhua Textile Technology Co., Ltd. stake in the company's shareholders' equity value assessment report."

Notice hereby.

Henan Xinye textile Limited by Share Ltd

Board of directors

October 21, 2014