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Announcement On The Resolution Of The 25Th Meeting Of Shenzhen Textile Company

2012/9/3 8:28:00 128

Shenzhen TextileAnnouncementListed Company


Securities code: 000045, 200045 Securities abbreviation: Shenzhen spin A [7.00 6.38% Guba Research Report], Shenzhen Textile B [3.88 4.30%] Announcement No.: 2012-36


Shenzhen Textile (Group) Co., Ltd


Announcement on the Resolutions of the 25th Session of the 5th Board of Directors


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.


Shenzhen Textile (Group) Co., Ltd. (hereinafter referred to as "the Company") sent the notice of convening the 25th meeting (interim meeting) of the 5th Board of Directors to all directors in the form of personal delivery and e-mail on August 27, 2012. The meeting was held on August 31, 2012 in the form of on-site communication. 9 directors should attend the meeting, and 9 actually attended (among them, independent director Yang Shibin attended by means of communication voting). The meeting was presided over by Wang Bin, the chairman of the board of directors, and the supervisors and senior managers of the company attended the meeting as nonvoting delegates. The notice and convening of the meeting met the requirements of the Company Law and the Articles of Association. The matters considered and adopted at the meeting are announced as follows:


1、 The meeting passed the Proposal on Transferring the Equity of Anhui Huapeng Textile Co., Ltd. with 9 affirmative votes, 0 negative votes and 0 abstention votes: it agreed to transfer 50% of the company's equity through public transactions based on the assessed value.


Anhui Huapeng Textile Co., Ltd. was established in March 2002, mainly engaged in yarn production, bleaching, dyeing, processing and sales; Textile fabrics, clothing production, processing and sales. The company holds 50% of its equity, Anhui Huamao Shares [5.36 3.28% Gubayan Newspaper] Co., Ltd. holds 40% of its equity, and Anhui Huamao Group Co., Ltd. holds 10% of its equity. As of December 31, 2011, Anhui Huapeng Textile Co., Ltd. had a registered capital of 50 million yuan, total assets of 60.47 million yuan, total liabilities of 3.45 million yuan, and net assets of 57.02 million yuan.


2、 The meeting passed the Proposal on Transferring the Equity of Shenzhen Delis Underwear Co., Ltd. with 9 affirmative votes, 0 negative votes and 0 abstention votes: it agreed to transfer 30% of the company's equity by public transaction based on the assessed value.


Shenzhen Delis Underwear Co., Ltd. was established in December 1986, mainly producing and operating various brassieres, swimwear, bodybuilding shirts and pants, underwear, underpants, raw and auxiliary materials, operating cosmetics (brassiere water bags, oil belts), tourism supplies (toothpaste, toothbrushes) and providing related technical consulting services. The company holds 30% equity, and Hong Kong Delis Bust Manufacturing Factory Co., Ltd. holds 70% equity. As of December 31, 2011, Shenzhen Delis Underwear Co., Ltd. had a registered capital of 4.993 million yuan, total assets of 54.3 million yuan, total liabilities of 8.52 million yuan, and net assets of 45.78 million yuan.


3、 The meeting passed the Proposal on Transferring the Equity of Hualian Development Group Co., Ltd. with 9 affirmative votes, 0 negative votes and 0 abstention votes: it agreed to transfer 2.87% of the company's equity by public transaction based on the assessed value.


Hualian Development Group Co., Ltd. was established in August 1983, mainly engaged in chemical industry, textile clothing Production and operation of products such as; Import and export business; Export of engineering equipment, materials and labor services required for project contracting construction and import and export; Foreign investment and technical advisory services; To engage in real estate development and operation within the scope of legally obtained land use right; Property management and leasing services; Automobile sales (including cars), etc. The shareholders of the company are 16 units including Hangzhou Jinjiang Group Co., Ltd. (20.89%) and Overseas Chinese Town Group Co., Ltd. (12.08%), and the company holds 2.87% of its equity. As of December 31, 2011, Hualian Development Group Co., Ltd. had a registered capital of 90.61 million yuan, total assets of 729.502 million yuan, total liabilities of 4091.68 million yuan, and net assets of 3203.33 million yuan.


The purpose of the company's transfer of the above equity is to concentrate resources on developing the main business of polarizer and achieve the goal of strategic transformation of the company. The above equity transfer does not constitute a major asset restructuring of the listed company. The equity transfer needs to be evaluated by the asset evaluation company and then submitted to the board of directors for review. The company will disclose the relevant progress in a timely manner according to the provisions.


It is hereby announced.


Shenzhen Textile (Group) Co., Ltd


Board of Directors


September 1, 2012


Securities code: 000045, 200045 Securities abbreviation: Shenzhen Textile A, Shenzhen Textile B Announcement No.: 2012-37


Shenzhen Textile (Group) Co., Ltd


Announcement of the Resolution of the 25th Session of the 5th Board of Supervisors


The Company and all members of the Board of Supervisors guarantee that the contents of the announcement are true, accurate and complete, and there are no false records, misleading statements or major omissions.


Shenzhen Textile (Group) Co., Ltd. (hereinafter referred to as "the Company") issued the notice of convening the 25th meeting (interim meeting) of the 5th Board of Supervisors on August 27, 2012 in the form of personal delivery and e-mail, which was held in the meeting room of the Company on August 31, 2012. Three supervisors should attend the meeting, and three actually attended. Wang Junzhao, chairman of the Board of Supervisors, presided over the meeting. This meeting is in accordance with the provisions of the Company Law and the Articles of Association. The relevant matters considered and adopted at the meeting are announced as follows:


1、 The Proposal on Transferring the Equity of Anhui Huapeng Textile Co., Ltd. was passed with 3 affirmative votes, 0 abstention vote and 0 negative vote;


2、 The Proposal on Transferring the Equity of Shenzhen Deliss Underwear Co., Ltd. was passed with 3 affirmative votes, 0 abstention vote and 0 negative vote;


3、 The Proposal on Transfer of Equity of Hualian Development Group Co., Ltd. was passed with 3 affirmative votes, 0 abstention vote and 0 negative vote.


It is hereby announced.


   Shenzhen Municipal Textile (Group) Co., Ltd


Board of Supervisors


September 1, 2012

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