Lu Tai Textile Limited By Share Ltd Seventh Board Of Directors Eighteenth Meeting Resolution Announcement

All members of the company and the board of directors guarantee the authenticity, accuracy and completeness of the announcement, and are jointly and severally liable for false statements, misleading statements or major omissions of the announcement.

The notice of the eighteenth meeting of the seventh board of directors of the limited company was sent by e-mail in March 3, 2015. The meeting was held in March 6, 2015 by on-site and communication voting. The meeting should be attended by 13 directors. Actually, 13 people attended the meeting. Among them, 5 directors were present at the scene meeting, 8 directors were voting by communication, and 3 supervisors and senior executives attended the meeting. The procedure and attendance of this meeting are in line with the requirements of the company law and the articles of association. The conference resolutions are lawful and effective. The following resolution was formed at this meeting:

1, the bill on overseas investment of wholly owned subsidiary "Lu Tai (Hongkong) Co., Ltd." was deliberated and approved. Voting results: 13 votes, 0 votes against, 0 abstentions.

All members of the company and the board of directors guarantee the authenticity, accuracy and completeness of the announcement, and are jointly and severally liable for false statements, misleading statements or major omissions of the announcement.

Important note:

1. Name of investment target: Lu Tai (Vietnam) Limited (provisional name)

2, the amount and proportion of investment (the proportion of total capital investment target): total investment of US $150 million, registered capital of US $10 million, accounting for 100% of total investment.

I. overview of foreign investment

1, the basic situation of foreign investment

Lu Tai (Hongkong) Co., Ltd., a wholly owned subsidiary of the company, intends to invest in Vietnam to invest in the construction of "Lu Tai (Vietnam) Co., Ltd. (provisional name)" to invest in the construction of 60 thousand spindles and 30 million Beige fabrics per year. Fabric Production line project. The total investment of the project is US $150 million and the registered capital is US $10 million. The project is fully funded by Lu Tai (Hongkong) Limited, accounting for 100% of the investment proportion.

Investment purpose: at present, China's dominant textile enterprises have become an inevitable trend. In order to better play the technological accumulation and brand advantages of the company in the yarn dyed weaving industry, it is necessary to effectively integrate the advantageous resources at home and abroad, effectively avoid the impact of potential trade barriers, enhance the scale of international production and maintain the leading position of the company in the global yarn dyed industry.

2. Consideration by the board of directors

The eighteenth meeting of the seventh board of directors, held in March 6, 2015, agreed on the matter. 13 directors participated in the vote. 5 of the directors attending the scene, 8 directors of the voting mode, 3 supervisors and senior executives attended the meeting. The meeting was presided over by the chairman of the company. Voting result: agreed 13 votes, opposed 0 votes, abstained 0 votes.

3. The investment shall take effect after approval by the board of directors and shall not be submitted to the shareholders' meeting for consideration.

Two, counterparty Introduction (not applicable)

Three, the basic situation of investment targets

　　 Ru Tai ( The company has a registered capital of 10 million US dollars and a total investment of US $150 million. Its business scope: production and sale of all kinds of yarn, yarn dyed fabrics and other commercial activities in accordance with the laws of Viet Nam.

Scale of production: invest in the construction of 60 thousand spindles spinning and annual production of 30 million Beige fabric production line.

The way of capital contribution is: Ru Tai (Hongkong) Co., Ltd. is invested in cash and in kind, accounting for 100% of the capital contribution, and the source of capital is its own funds and self financing.

Four. Main contents of foreign investment

Main contents: the establishment of Lu Tai (Vietnam) Co., Ltd., with a total investment of US $150 million, accounts for 14.38% of the latest audited net assets of listed companies.

Mode of investment: cash and physical investment.

Investment progress: phased investment according to the demand of project funds.

The future obligations of listed companies as investors are to ensure the legitimate and effective operation of the company and achieve the purpose of investment.

Conditions of entry into force: the approval of the board of directors shall come into force.

Five. The purpose, risks and impact of foreign investment on listed companies.

1, the purpose of foreign investment: to better play the technological accumulation and brand advantages of the company in the yarn dyed weaving industry, effectively integrate the advantageous resources at home and abroad, effectively avoid the impact of potential trade barriers, enhance the scale of international production, and maintain the leading position of the company in the global yarn dyed industry.

2. Risk analysis of foreign investment

The investment is invested in the wholly-owned subsidiary of the company. The financial and business management of the wholly owned subsidiary Lu Tai (Hongkong) Limited and its newly established Vietnamese company are all organized and coordinated by the company. Therefore, there will be no risk arising from financial, market management, organizational implementation and other factors.

There is a risk that the investment project has not been approved by the Vietnamese government.

3, the impact on Listed Companies: effective integration of domestic and foreign superior resources, effectively avoid the impact of potential trade barriers, enhance the scale of international production, and maintain the leading position of the company in the global yarn dyed industry.

4, there is no related spanaction in the investment project, and there will be no competition in the same industry.

Six. Reference files directory

The seven eighteen resolutions of the board of directors.

Lu Tai Spin Limited by Share Ltd board of directors