*ST Middle Velvet ((000982): Fulfillment Of Commitments, Such As Actual Controllers, Controlling Shareholders And Interested Parties.

Stock Code: 000982 securities short: *ST velvet notice number: 2020-43

Ningxia cashmere cashmere Limited by Share Ltd, the company's actual controller, controlling shareholder, related parties and other commitments.

Announcement of performance

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 major omission.

The Limited by Share Ltd of Ningxia cashmere industry (hereinafter referred to as "the company" and "company") disclosed the annual report in 2019 on April 29, 2020. The company disclosed the commitments undertaken by the relevant parties of the company's original controllers and shareholders during the reporting period and the commitments that have not yet been fulfilled as of the end of the reporting period in the "commitment performance" part. The further disclosure is as follows:

First, Ma Shengkui and Ma Shengming made commitments on "not seeking the status of actual controllers of listed companies".

(1) commitment

In order to ensure the stability of the control power of listed companies, on 2012 06, 01, Mr Ma Shengming and his brother, Ma Sheng Kai, made a promise not to seek the actual controller status of listed companies.

"During the period of shareholders of Ningxia cashmere International Group Co., Ltd., they do not share the rights of each other, and do not seek the actual controller status of the company by signing a concerted action agreement with any third parties or similar arrangements, and do not make any actions that are harmful to the company's actual control and business stability and overall interests."

(two) commitment to performance

Ma Shengkui and Ma Shengming strictly carry out the above commitments.

The original controlling shareholder of the company is the shareholder of Ningxia Bank of China International Group Co., Ltd. (hereinafter referred to as "Zhong Rong Group"), and its legal representative, Ma Sheng Ming. The company's shareholders are Ma Shengguo (shareholding 43.73%) and Ma Shengming.

(shareholding 30.93%), Ma Wei (Ma Shengkui's son, holding 25.34%). Ma Shengguo holds the post of director of the Zhong Rong Group and is the original controller of the company.

In July 9, 2019, the Yinchuan intermediate people's court ruled in accordance with the law to accept the cashmere industry reorganization case, and designated the Bank of China liquidation group as the restructuring manager of the Bank of China. In November 13, 2019, the Yinchuan intermediate people's court ruled in accordance with the law to ratification of the Limited by Share Ltd's Limited by Share Ltd reorganization plan and to terminate the reorganization process. According to the provisions of the reorganization plan, the 980994176 shares of the proceeds from the cashmere capital reserve will be disposed of by the manager in accordance with the law. In November 26, 2019, the manager intends to dispose of the company's capital reserve through the bidding method to increase the 980994176 shares that have been acquired. When the bidder participates in the bidding, he shall undertake to undertake the assets to be disposed of at the price of not less than 1 billion yuan. Heng Tian Jin Shi Cci Capital Ltd (hereinafter referred to as "Heng Tian Jin Shi") has won 170994176 shares of listed companies by auction. The total holding of shares held by listed companies directly holding and holding shares by Heng Tian Xin and Heng Tian Jia Ye will reach 565438. 176 shares, together with 13.27% of the shares of the listed company, become the controlling shareholder of the listed company. Heng Tian Jinshi disclosed the detailed report on equity changes in December 25, 2019. The Cashmere Group owns 481496444 shares of the company, accounting for 11.2978% of the total share capital of the company, and becomes the second largest shareholder of the company.

The Cashmere Group is no longer the controlling shareholder of the company. The above commitments have been fulfilled.

Two, the company's original controlling shareholder, cashmere group and shareholders, Ma Sheng Guo, Ma Shengkui and Ma Shengming made a commitment to avoid intra industry competition.

(1) commitment

In December 20, 2011, Mr. Ma Sheng Guo, a controlling shareholder of the controlling shareholder of the company, issued a letter of commitment to avoid competition in the industry.

"1. There are no operating assets that are not disclosed in the company or ourselves or our affiliates and are engaged in the same or similar business with the cashmere industry, as well as branches or holding companies (enterprises) engaged in such businesses.

2, the company / myself and our company / subordinate enterprises will not directly or indirectly operate any business that is the same or similar to the business of the Bank of China, nor will they invest in any business that is mainly in the business.

He is an enterprise.

3, if the company or ourselves and our company / our subordinate enterprises further expand their business scope, we need to consider whether there is competition in the industry with the Bank of China, and we need to send a letter of inquiry to the Bank of China in the case of possible competition, asking whether the Bank of China needs to have the preferential transaction right, and if the Bank of China trades the priority transaction right, then the company / ourselves and our company My subordinate enterprises will unconditionally transfer the competitive business to cashmere trade for investment or investment. The company or ourselves and our company / our subordinate enterprises should stop trading or investing in the competitive business for the project that the Bank of China can not give priority to transactions and options.

4, the company / myself and our company / our subordinate enterprises, such as the Bank of China and its controlled enterprises, will trade on general commercial and fair terms and prices in the market.

5, the company / myself and our company / our subordinate enterprise violated any commitment of this undertaking to cause losses to the Bank of China industry. The company / I will be the first responsible person to compensate the Bank of China's industry directly and indirectly.

6. This letter is legally valid once it has been signed. This letter of commitment is in force during the period when there is a control relationship between the company and the Bank of China.

(two) commitment to performance

The original controlling shareholder of the company is Zhong Shan Group and its legal representative, Ma Sheng Ming. The company's shareholders are Ma Shengguo (shareholding 43.73%), Ma Shengming (shareholding 30.93%) and Ma Wei (the son of Ma Sheng Qi, holding 25.34%). Ma Shengguo holds the post of director of the Zhong Rong Group and is the original controller of the company.

As the actual controller of the company, the Cashmere Group strictly fulfilled its promise and did not violate any commitments. Since December 25, 2019, the Cashmere Group has no longer controlled the company, and the above commitments have been fulfilled.

Three. The promise of compensation tax made by Mr. Ma Sheng Guo, the original controller of the company.

(1) commitment

"Limited by Share Ltd manager of Ningxia BOC cashmere industry:

In August 9, 2019, the first tax bureau of the Yinchuan Taxation Bureau of the State Administration of Taxation went to the Ningxia silver cashmere industry.

The Limited by Share Ltd (hereinafter referred to as the "company") has served the decision on tax treatment (33073 of the bank tax office [2019]) and the "decision on tax administrative penalty" (silver tax one penalty [2019] No. 33045). The tax authorities recovered 10231254.53 yuan and fined 120330654.53 yuan for the company. In August 15, 2019, the administrator asked me to answer the following questions: "based on the relevant commitments you made earlier, the tax paid by the tax authorities is 10231254.53 yuan and a fine of 120330. 654.53 yuan should be borne by you, please explain the specific way of performance, time and performance guarantee; if not, please explain the relevant basis and rationality, whether it violates your previous commitments, whether it damages the interests of listed companies and the legitimate rights of small and medium shareholders. " In view of the above matters, I would like to make the following statement:

1, whether it is responsible for the 10231254.53 yuan and 120330654.53 yuan fine for the further recovery of the tax authorities.

In December 26, 2016, in reply to the letter of concern of the Ministry of management of the Shenzhen Stock Exchange Corporation concerning the tax matters (company's letter of concern No. 2016] No. 223rd, I, as the actual controller of the company, replied to the company, "during the period of --2013 September of February 2012, I used to be the director general and general manager of your company, and the export tax refund of your company" -1.html > Export tax rebate Qualifications, in the absence of your company's internal deliberations and other decision-making procedures, and others false reports and exports, get a tax refund of about 120 million yuan, so I was investigated for criminal responsibility by the people's court for tax evasion. The foregoing tax has been refunded by myself, and the listed company does not bear the corresponding tax liability. If the listed companies in the future are responsible for the corresponding tax payment, I will replace the listed company to bear the responsibility.

I promise to fulfill the above commitments and replace the company's 10231254.53 yuan tax payable by the tax authorities. About fines 120330. 654.53 yuan. Since the company entered the bankruptcy reorganization process in July 9, 2019, the administrator shall, according to the provisions of the sixty-first provision of the Supreme People's Court on certain issues concerning enterprise bankruptcy cases, determine that the fine is not a bankruptcy claim. The company shall not be liable for paying the above-mentioned fine, nor should it replace the company's liability for the fine. 。

2. Specific ways, time and performance guarantee for performance.

In view of the 10231254.53 yuan of tax recovered by the tax authorities, if the company is liable to pay the liability in the bankruptcy reorganization process, I promise to take the Bank of China Ningxia International Group Co., Ltd.

Hereinafter referred to as "Zhong Rong Group", all assets under the name of the guarantee letter as a performance guarantee, in the 2019 year in an appropriate way to complete compensation to the company, in order to avoid damaging the legitimate rights and interests of the company and small and medium-sized shareholders.

(two) commitment to performance

In August 9, 2019, the first inspection bureau of the Yinchuan Municipal Taxation Bureau of the State Administration of Taxation delivered the decision on tax treatment to Ningxia Bank of China (hereinafter referred to as "the company"), which was written by the Bank of Ningxia (2019, 33073) and the decision on tax administrative penalty (33045, 2019). In August 14, 2019, the Limited by Share Ltd manager of the Ningxia silver cashmere industry (hereinafter referred to as the "manager") received the letter from the Shenzhen securities and Exchange Company management department about the concern about Ningxia's cashmere industry Limited by Share Ltd (company's letter of concern No. [2019] ninety-ninth). In August 15, 2019, the manager inquired about whether the company's original controller, Ma Sheng Guo, would perform the liability of compensation to the listed company in accordance with the previous commitments. In August 19, 2019, the manager received the reply from Ma Sheng Guo to the above letter of inquiry, and Mr. Ma Sheng Guo reiterated that "if the listed company in the future is liable to pay the corresponding tax due to this, I will replace the listed company to bear the responsibility." I promise to fulfill these commitments and replace the company's 10231254.53 yuan tax payable by the tax authorities. " In view of the 10231254.53 yuan of tax paid by the above tax authorities, the company, based on the principle of prudence, has been included in the current profits and losses as the company's estimated liabilities when it receives the decision on tax treatment. The specific accounting treatments are as follows:

Borrowing: 10231254.53 yuan for non operating expenses.

Loan: estimated liabilities 10231254.53 yuan

In October 12, 2019, by the Yinchuan intermediate people's court's civil ruling (2019) ning 01 break 6-1 ruling confirmed that the Yinchuan Municipal Taxation Bureau's first inspection bureau had 10231254.53 yuan tax claims on the company. Based on the ruling and Ma Sheng Guo's commitment, the company formed 10231254.53 yuan debt to Mr. Ma Sheng Guo. In November 13, 2019, by the Yinchuan Municipal Intermediate People's court's civil ruling (2019) ning 01 break 6-2 ruling, the company entered the implementation stage of the bankruptcy reorganization plan (Draft). In view of the above-mentioned tax authorities recovered 10231254.53 yuan of tax, the administrator made clear in December 18, 2019.

In December 26, 2019, the civil ruling of the intermediate people's Court of Yinchuan (2019) ning 01 broke 6-5.

The decision was made to confirm that the reorganization plan was completed. According to the relevant regulations governing disposition of property in the reorganization plan, the property that the manager has the right to dispose of in the cashmere industry reorganization process, including all the property except the money fund, the receivable export tax refund, the 100% stake in Jiangyin cashmere import and Export Co., and the 100% stake in the Oriental cashmere company, and the former cause of the investment in the subsidiary company has been processed. The property that has not been transferred by mortgage or pledge registration; the subsidiary of the Bank of China's cashmere industry is mortgaged to the property of the creditors of the Bank of China; the newly discovered property belonging to the cashmere industry during the reorganization period and the assets and interests that have been acquired and possibly obtained during the reorganization of the Bank of China (including the recourse of the subsidiary company of the Bank of China due to the subsidiary liability of the Bank of China).

In accordance with the tax paid by the tax authorities 10231254.53 yuan, the administrator paid off in December 18, 2019. After liquidation, the administrator will deal with the creditor's rights of Ma Sheng state as disposal assets to the third party, and the third party shall have the right of recourse to the tax payment of Ma Sheng state.

Four. Pledge pledge quality of bank pledge made by Ningxia BOC cashmere International Group Co., Ltd.

(1) commitment

In April 10, 2019, the Cashmere Group issued a letter of commitment to the company about the quality of its inventory.

Our company recognizes the net value of your company's inventory products approved by your qualified appraisal agency. If the final inventory of the inventory products is less than the net book value, we will make full compensation to the company for the difference.

(two) commitment to performance

In July 9, 2019, the intermediate people's Court of Yinchuan (hereinafter referred to as the "Yinchuan intermediate people's court") decided to accept the cashmere industry reorganization case. In August 23, 2019, the Bank of China industry held its first creditors' meeting, and the General Assembly voted to adopt the property management and price change plan of the Bank of China's cashmere industry. The latter manager has disposed of the above assets to the third party in accordance with the open bidding process, and the asset realisation price is used to settle the creditor who has the right to pledge the goods in stock.

In November 13, 2019, the Yinchuan intermediate people's court made (2019) ning 01 break 6-2 "civil ruling", and decided to ratified the "Ningxia Bank of China's Limited by Share Ltd reorganization plan" (hereinafter referred to as "reorganization plan"). In December 26, 2019, the Yinchuan intermediate people's court made (2019) ning 01 break 6-5 civil ruling.

The reorganization plan was completed. According to the reorganization plan, 100% of creditors have been paid off, including creditors who have the right to pledge the inventory of goods in the Bank of China. At present, these creditors have lifted the pledge registration of the above goods, and they have no right to claim the debt repayment obligation of the Bank of China, and the Cashmere Group does not have to fulfill relevant commitments.

Five, Heng Tian Jinshi Cci Capital Ltd's shares do not reduce commitments.

(1) commitment

In December 20, 2019, Heng Tian Jinshi Cci Capital Ltd and its co operative people issued a commitment to lock shares. The contents are as follows:

In December 3, 2019, the consortium represented by the company was awarded the shares of Ningxia cashmere industry Limited by Share Ltd (hereinafter referred to as "cashmere industry") and some of the stocks and assets to be disposed of in accordance with the capital reserve fund under the reorganization plan. According to the internal agreement of the consortium, the company subscribed for 170994176 shares of the above shares. Upon completion of the registration of these shares, the company and the concerted action Heng Tian Poly letter (Shenzhen) Investment Center (limited partnership) (hereinafter referred to as "Heng Tian poly Xin") and Heng Tian Jia Ye (Shenzhen) Investment Center (hereinafter referred to as "Heng Tian Jia Ye") will hold 565438176 shares of the cashmere industry, accounting for 13.27%, becoming the largest shareholder of the Bank of China.

If the company and the concerted action become the largest shareholder of the cashmere industry, according to the regulations on the acquisition of listed companies, the company promises:

The 565438176 shares of the Bank of China, which are held before this company's subscription and concerted action, Heng Tian Ju Xin and Heng Tian Jia Ye, will not be reduced or transferred in any way within 12 months from the date of registration of this equity interest after the completion of registration of the Shenzhen branch of China Securities Depository and Clearing Co., Ltd.

(two) commitment to performance

Heng Tian Jinshi Cci Capital Ltd and its co operative people have strictly fulfilled their commitments and have not reduced their stock holdings until the announcement date.

Six, Cci Capital Ltd's commitment to avoid competition in the same industry

(1) commitment

In March 19, 2020, the Cci Capital Ltd issued a statement on the absence of competition with the listed companies in the industry.

"After strict self-examination, there is no competition between Ningxia and Limited by Share Ltd in the Bank of China cashmere industry. And as a shareholder of Limited by Share Ltd of Ningxia cashmere industry, in order to protect the legitimate rights and interests of the cashmere industry and other shareholders, the company is committed to avoiding competition with the Bank of China industry as follows:

1. The controlling shareholder of this enterprise and other enterprises, and the other controlling enterprises of the enterprise will not directly or indirectly engage in the same or similar business with the cashmere industry and its subordinate enterprises in future, so as to avoid possible direct or indirect business competition with the business of the Bank of China and its subordinate enterprises.

2, if other enterprises controlled by this company further expand their business scope, other enterprises controlled by the company will take the priority in safeguarding the rights and interests of the cashmere industry and take all possible measures to avoid competition with the cashmere industry and its subordinate enterprises.

3. If the cashmere industry and its subordinate enterprises or relevant regulatory authorities confirm that the other enterprises that are controlled by the enterprise or the enterprise are competing with the cashmere industry and its subordinate enterprises in the same industry, the enterprise will give up or will encourage the enterprises directly or indirectly holding the subsidiary to give up the business or business opportunities that may compete with the same industry, or will promote the business or business. The opportunity shall be given to the cashmere industry or its wholly owned and controlling subsidiary companies on a fair and reasonable basis, or transferred to other third parties that are irrelevant.

4, if the above commitments are violated, the company is willing to bear all the responsibilities arising therefrom, and fully compensate or compensate for all direct or indirect losses resulting from the cashmere industry. "

(two) commitment to performance

As of the announcement date, Heng Tian Jinshi Cci Capital Ltd and related enterprises strictly fulfill the above commitments, and there is no competition with the listed companies.

Seven, the commitment made by Cci Capital Ltd of the Heng Tian Jinshi to maintain the independence of listed companies.

(1) commitment

In order to ensure the independent operation of the controlling shareholders of listed companies, the Cci Capital Ltd issued a letter of commitment to maintain the independence of Listed Companies in December 24, 2019.

"(1) to ensure the independence and integrity of assets of listed companies.

1, ensure that the cashmere industry has a production system and auxiliary production system related to operation, and legally owns its ownership or right to use, and has an independent raw material procurement and product sales system.

2, ensure that the cashmere industry has an independent and complete asset. Its assets are all under the control of the cashmere industry and are owned and operated independently by the Bank of China.

3, ensure that other enterprises of Heng Tian Jinshi and other enterprises do not violate the occupation of the Bank of China in any way, and do not guarantee the debts of other industries such as Heng Tian Jinshi and other enterprises that are controlled by the assets of the Bank of China's cashmere industry.

(two) ensure the independence of listed companies

1, ensure that the labor, personnel and salary management of the cashmere industry is completely independent from the affiliated enterprises.

2, the company recommends directors, supervisors and senior management personnel to the cashmere industry. All candidates are passed through legal procedures, and do not exceed the decision of the board of directors and shareholders' meeting of the Bank of China.

(three) ensure the financial independence of listed companies.

1, ensure the establishment of an independent financial department and an independent financial accounting system, with a standardized and independent financial accounting system.

2, make sure that the cashmere industry opens its account independently, and does not share its bank account with its associated enterprises.

3, ensure that the finance staff of cashmere industry do not work part-time in related enterprises.

4, ensure that the cashmere industry is independently taxed according to law.

5, ensure that the cashmere industry can make financial decisions independently, and do not interfere in the use of funds in the cashmere industry.

(four) guarantee the independence of listed companies

1, ensure that the cashmere industry establishes a sound corporate governance structure of the joint stock company, and has an independent and complete organization.

2, ensure that the internal management institutions of the cashmere industry independently exercise their functions and powers in accordance with laws, regulations and articles of association.

(five) guarantee the independence of listed companies

1, ensure that the cashmere industry has assets, personnel, qualifications and capabilities for independent business activities, and has the capability of facing the market independently and continuously.

2, ensure that in addition to exercising shareholders' rights, we will not interfere in the business activities of the Bank of China.

3, ensure that enterprises and other enterprises under control will avoid substantial competition with the Bank of China.

4, the enterprises and other enterprises under control must carry out fair operation in accordance with the principles of marketization and fair prices while carrying out necessary and unavoidable related transactions with the cashmere industry, and perform trading procedures and disclosure obligations in accordance with relevant laws and regulations and normative documents.

In violation of the above commitments, the company is willing to bear all the responsibilities arising therefrom, and fully compensate or compensate for all direct or indirect losses resulting from the cashmere industry. "

(two) commitment to performance

As of the announcement date, the controlling shareholder Heng Tian Jinshi Cci Capital Ltd strictly fulfill the above commitments.

Eight, the commitment to regulate related transactions made by Cci Capital Ltd.

(1) commitment

In order to safeguard the interests of the public shareholders and maintain the sustained and healthy development of the listed companies, the Cci Capital Ltd issued a letter of commitment on regulating related transactions in December 24, 2019.

"1, to ensure that the related transactions between the enterprises and other enterprises that are controlled by the company and the cashmere industry in the future are fair and in accordance with the normal commercial code of conduct; the company is committed to continue to regulate related transactions with the Bank of China and its subsidiaries.

2. The company will perform its obligations as a shareholder of the Bank of China in good faith and good faith. It will sign a standardized related transaction agreement with the Bank of China industry in accordance with the law in accordance with the law, regulations, regulations, other normative documents and articles of association, and the related transaction price shall be fair and reasonable in accordance with the relevant laws, regulations, regulations, other normative documents and articles of association. The price of the field shall be determined to ensure that the price of the related transaction is fair; ensure that the information disclosure obligations of the related transactions are carried out in accordance with the relevant laws, regulations and the articles of Association; ensure that the funds and profits of the cashmere industry will not be illegally transferred by related transactions, and that the interests of the cashmere industry and related shareholders will not be harming by the related transactions.

3, the enterprises and other enterprises under control will ensure that in order to comply with the relevant laws and regulations and the articles of association, when considering related transactions involving other enterprises and other enterprises under their control, they should abide by the avoidance process when voting on related party transactions at the board of directors of cashmere industry and shareholders' meetings. During the period when the company is a shareholder of the cashmere industry, it will minimize related transactions with the Bank of China's cashmere industry. For connected transactions that are inevitable or reasonable, they will follow the principle of fairness and fairness, fair price, and fulfill the legal procedures. They will perform information disclosure obligations and handle related issues in accordance with relevant laws, regulations, normative documents and articles of association. Shareholders' legitimate rights and interests. This enterprise will not occupy the capital of the cashmere industry in any way. If the above commitments are violated, the company is willing to bear all the losses resulting from the cashmere industry. "

(two) commitment to performance

As of the announcement date, the controlling shareholder Heng Tian Jinshi Cci Capital Ltd strictly fulfill the above commitments.

Notice hereby.

Reference documents:

1. Heng Tian Jinshi Cci Capital Ltd and its co operative people's commitment to share lock up;

2, the statement issued by Cci Capital Ltd, which is issued by Heng Tian Jinshi Cci Capital Ltd, does not exist in the same industry as listed companies.

3. A letter of commitment issued by Cci Capital Ltd on the independence of listed companies.

4, Heng Tian Jinshi Cci Capital Ltd issued a "commitment to regulate related transactions".

The board of Limited by Share Ltd of Ningxia BOC cashmere industry

Two May 6th two