Xinxiang Chemical Fiber Released The Third Provisional Shareholders Meeting 2012 Resolution Announcement

book

And all members of the board of Directors ensure that the contents of the information disclosure are true, accurate and complete, without false records, misleading statements or major omissions.

1. Important hints

1. no veto or change proposals were made at this meeting.

2. no new proposals were put to the vote at this meeting.

Two. Conference held

1. opening time: 9:30 a.m. on September 3, 2012

2. Venue: Airone Hotel, Fengquan District, Xinxiang, Henan.

3. way of holding: on-site voting

4. convenor: Board of directors

5. host: Chairman Chen Yulin

6. the directors, supervisors, executives and some shareholders of the company attended the meeting. The meeting was held in accordance with the company law, the rules for listing shares and the articles of association.

Three. Attendance at the conference

1. the shareholders (agents), 10 shares, 358995341 shares and 43.30% of the total voting shares of the general assembly.

2. the directors and supervisors of the company attended the meeting, and the executives of the company attended the meeting.

The convening of this general meeting is in conformity with the relevant provisions of the company law, the rules for the listing of shares and the articles of association.

Four. Proposals for deliberation and voting.

(1) the meeting considered and adopted the following resolution at the scene (on-site voting by ballot):

* passed the bill to amend the relevant articles of the articles of association.

According to the requirements of the China Securities Regulatory Commission and the Shenzhen stock exchange, the company needs to amend the 155th "company profit distribution policy" of the articles of association.

The original provisions are:

(1) the company's profit distribution policy should attach importance to the reasonable return on investment for investors.

(two) the profit distribution policy should maintain continuity and stability. The profit accumulated by the company in cash in the past three years should be no less than 30% of the company's realized annual profit in the last three years. The board of directors should give special explanation to the shareholders' meeting for special reasons.

(three) a company can distribute dividends in cash or stock and can make cash dividends in the medium term.

(four) the company shall deduct the cash dividends of the shareholders in order to repay the funds occupied by the shareholders in the case of illegal occupation of the capital of the company.

It is now amended to read:

(1) profit distribution principle

The company implements a continuous and stable profit distribution policy. The company's profit distribution should pay attention to the reasonable investment return of investors. We should firmly establish the consciousness of returning shareholders and give consideration to the sustainable development of the company.

(two) distribution of profits

The company distribus dividends by combining cash, stock or cash with stock.

(three) profit distribution terms and ratios

(1) the terms and proportions of cash distribution: under the conditions of current year's profits, and when no major investment plans or major cash disbursements occur, the company shall distribute dividends in cash, and the profits allocated in cash shall be no less than ten percent of the distributive profits realized in the current year.

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.

When determining the specific amount of profit distribution in cash, the company should give full consideration to the impact of future business activities and investment activities, and pay close attention to social capital costs, bank credit and creditor's rights financing environment, so as to ensure that the allocation scheme is in line with the overall interests of all shareholders.

The board of directors may propose Interim Cash distribution according to the company's capital needs and profitability.

(2) the conditions for stock dividend distribution: if the company's operating income and net profit increase rapidly, and the Board considers that the company's stock price does not match the size of the company's capital stock, the stock dividend distribution plan can be put forward and implemented after meeting the above cash dividend distribution.

(four)

The decision procedure and mechanism of allocation

The company's annual profit distribution plan is formulated and drawn up by the board of directors of the company in conjunction with the provisions of the articles of association, profitability, capital supply and demand.

When considering the specific plans for cash dividends, the board of directors shall seriously study and demonstrate the timing, conditions and minimum proportion of cash dividends, conditions for adjustment and requirements for decision-making procedures.

Independent directors should make clear and independent opinions on profit distribution plans and publicly disclose them with the resolutions of the board of directors.

The dividend plan can be submitted to the shareholders' meeting for deliberation after deliberation and approval by the board of directors.

When deliberating the formulation of the dividend plan, the board of directors shall record in detail the main points of the speech of the participating directors, the opinions of the independent directors, and the voting of the board of directors.

The profit distribution plan formulated by the board of directors should include at least: the analysis of the object of distribution, the amount of cash allotment and / or the number of red shares, the proportion of extraction, the amount of allotment of shares per share (or 10 shares), the number of shares, whether the profit distribution policy conforms to the provisions of this statute, whether the statement of the fixed dividend policy is changed, the reason for changing the established dividend policy, and whether it is in conformity with the provisions of this statute for the change of the established dividend policy conditions, and the analysis of the impact of the dividend plan on the company's continuing operation.

The convener of the shareholders' meeting to consider the dividend plan may provide the voting platform for shareholders to shareholders, encourage shareholders to attend the meeting and exercise their voting rights.

The dividend plan should be approved by more than 1/2 of the voting rights of the shareholders or shareholder representatives attending the shareholders' meeting.

{page_break}

(five) interval between profit distributions

In meeting the above cash dividend conditions, the company will actively distribute cash dividends in cash. In principle, a cash dividend will be made every year. The board of directors may propose a company's interim cash dividend according to the company's profit and capital needs.

Unless the board of directors has agreed with the independent directors and the board of supervisors has passed the resolution, the time interval between the two dividends shall not be less than six months.

(six) adjusting the conditions and decision-making mechanism of dividend policy.

(1) a company has incurred a loss or has issued a notice of advance loss.

(2) in addition to special funds or special fund management funds, such as cash, including bank deposits and high liquidity bonds, the company is not able to pay cash dividends.

(3) major investment projects and major pactions that will be approved by the shareholders' meeting or board of directors can not be carried out according to the established paction plan in accordance with the established dividend policy.

(4) the board of directors has reasonable grounds to believe that the implementation of the established dividend policy will have a substantial adverse effect on the company's continuing operation or profitability.

(5) it is necessary to adjust or alter the cash dividend policy or the established dividend policy determined in this Charter, which shall meet the conditions prescribed in this Charter and pass by more than 2/3 of the voting rights held by the shareholders attending the shareholders' meeting. The independent director shall make clear opinions on the truthfulness, adequacy and rationality of the reasons for the adjustment or alteration, the authenticity and validity of the deliberation procedure, and whether or not it meets the conditions prescribed in this Charter.

(seven) protection of shareholders' interests

(1) the board of directors and shareholders' meetings should take full account of the opinions of independent directors and public shareholders in making decisions and demonstrating the profit distribution policy.

When the shareholders' meeting deliberates on the specific plans for cash dividends, it can communicate and communicate with shareholders, especially small and medium-sized shareholders, through various channels, fully listen to the opinions and demands of minority shareholders, and timely respond to the concerns of minority shareholders.

(2) if an independent director has any objection to the dividend plan, he may publicly invite the small and medium shareholders to vote on the Internet when the opinions of the independent directors are disclosed.

(3) the company made profits in the last fiscal year, but the board of directors did not present a plan for the distribution of cash profit after the end of the last fiscal year. It should specify in detail in the periodic report the reasons for the non dividend and the use of the funds retained by the company not used for dividends.

Independent directors should express their independent opinions on this issue.

(4) the company should disclose in detail the formulation and implementation of the cash dividend policy in the periodic report, indicating whether it is in line with the provisions of the articles of association or the resolution of the general meeting of shareholders, whether the standard and proportion of dividends are clear and clear, whether the relevant decision-making procedures and mechanisms are complete, whether the independent directors perform their duties conscientious and play their due role, whether the minority shareholders have the opportunity to fully express their opinions and demands, and whether the legitimate rights and interests of the minority shareholders are fully maintained.

If the cash dividend policy is adjusted or changed, it is also necessary to specify the conditions for adjusting or changing it and whether the procedure is compliant and pparent.

(5) the company has the right to deduct the cash dividends distributed by the shareholders in order to repay the funds they occupy.

(two) voting:

Agree 358995341 shares, occupy 100% of the voting rights of all shareholders attending the meeting; oppose 0 shares, account for 0% of the voting rights of all shareholders attending the meeting; abstain from 0 shares, accounting for 0% of the voting rights of all shareholders attending the meeting.

(three) voting result: the motion was deliberated and passed.

(articles of association) disclosed in Shenzhen giant tide information network.

Five. Legal advice from lawyers

1. the name of the law firm: Henan Asia Pacific law firm.

2. lawyer's name: Lu Honggui Liu Beilei

3. concluding observations: our lawyers believe that the convening and convening procedures of the third provisional shareholders' meeting of the Xinxiang chemical fiber Limited by Share Ltd in 2012, the qualification of the attendees and the voting procedures of this Congress are all in line with the provisions of the company law, the articles of association, the rules of procedure for shareholders' meetings and other relevant laws, regulations and normative documents, and the voting results are lawful and effective.

Six. Reference documents

1. the resolution of the third provisional shareholders' meeting of the Xinxiang chemical fiber Limited by Share Ltd in 2012 was confirmed by the chairman of the board of directors attending the meeting.

2. Henan Asia Pacific law firm issued a legal opinion on the third provisional shareholders' meeting of Xinxiang chemical fiber Limited by Share Ltd in 2012.

This is hereby announced.

Xinxiang

Limited company

September 3, 2012