Announcement Of The Fifth Meeting Of The Fourth Board Of Directors Of Ningxia Limited By Share Ltd

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 fourth meeting of the Fourth Board of directors of Limited by Share Ltd of Ningxia cashmere industry was held in June 11, 2008 by means of a communication vote. The notice of the meeting was sent to each director in person in June 5, 2008, by e-mail, by fax or by fax.

At this meeting, 11 directors should be voted. 11 of the directors were actually elected, of which 4 were independent directors. The convening of the meeting was held in accordance with the relevant provisions of the company law and the articles of association.

The following resolutions were adopted by the conference:

1. The meeting adopted the motion on Amending the "information disclosure management system" by 11 votes, zero vote and zero abstentions (see the revised information disclosure management system).

Two, the conference passed the "motion on Amending the articles of association" by 11 votes, zero vote, and abstentions.

In order to further standardize the behavior of listed companies, protect the legitimate rights and interests of the company and the vast majority of shareholders, enhance the level of corporate governance, prevent large shareholders and their affiliated enterprises from taking up company funds and infringing on the interests of listed companies, and at the same time, in accordance with the needs of the company's business development, after establishing a duty-free warehouse with the Yinchuan customs, they need to increase warehousing business in the company's business scope.

In accordance with the relevant provisions of the laws and regulations of the People's Republic of China company law, the People's Republic of China securities law, the guidelines for the management of listed companies, and the Listing Rules of Shenzhen stock exchange, the relevant clauses in the articles of association are amended.

A, the original thirteenth are: "registered by law, the company's business scope: cashmere and its products, wool textiles, cotton textiles, all kinds of fiber blended textiles and other textile products development, design, production and export sales; light industrial products, local livestock products sales; self marketing and agents in addition to the unified national joint operation of 16 export commodities and the state approved the company's 14 kinds of imported goods and other commodities and technology import and export business; business processing and" three to one complement "business; foreign trade and re export trade; domestic trade (national specialized controlled goods must provide special examination and approval documents and permits).

It is intended to be revised as follows: "registered by law, the business scope of the company is: the development, design, production and export sales of cashmere and its products, wool textiles, all kinds of fiber blended fabrics and other textile products; the sale of light industrial products and livestock products; 16 kinds of export commodities, namely, self operated and substituting for national unity and joint operation, and the state's implementation of the import and export business of other commodities and technologies other than the 14 imported commodities approved by the company;" import and export processing "and" three to one complement "business; foreign trade and re export trade; and domestic trade (national specialized controlled commodities must provide special examination and approval documents and licenses) and warehousing business.

B and the original thirty-ninth are: "the controlling shareholder of the company and the actual controller shall not use the affiliated relationship to damage the interests of the company.

Those who violate the regulations and cause losses to the company shall be liable for compensation.

The controlling shareholder and the actual controller of the company bear the fiduciary duty to the company and the company's public shareholders.

Controlling shareholders shall exercise the rights of investors in strict accordance with the law. The controlling shareholders shall not damage the legitimate rights and interests of the shareholders of the company and the public by means of profit distribution, asset reorganization, foreign investment, capital occupation, and loan guarantee, etc., and shall not use their control status to damage the interests of the shareholders of the company and the public. "

It is intended to be amended as: "the controlling shareholder and the actual controller of a company shall not use its affiliated relationship to damage the interests of the company.

Those who violate the regulations and cause losses to the company shall be liable for compensation.

The controlling shareholder and the actual controller of the company bear the fiduciary duty to the company and the company's public shareholders.

Controlling shareholders shall exercise the rights of investors in strict accordance with the law. The controlling shareholders shall not damage the legitimate rights and interests of the shareholders of the company and the public by means of profit distribution, asset reorganization, external investment, capital occupation, and loan guarantee, etc., and shall not use their control status to damage the interests of the shareholders of the company and the public.

Company shareholders or actual controllers shall not encroach on company assets.

If a shareholder of a company encroachment on a company's assets causes losses to the company, it shall be liable for compensation in accordance with the law.

If the shareholders of a company illegally occupy company funds, the company shall deduct the cash dividends distributed by the shareholders in order to repay the funds they occupy.

The mechanism of "occupy or freeze" for holding shares of controlling shareholders is to find that controlling shareholders encroach on assets should apply for judicial freeze immediately, and those who cannot pay cash in cash can repay assets by reclaiming equity.

C and the original ninety-nine are: "directors shall abide by the laws, administrative regulations and the articles of association, and shall have the following faithful obligations to the company:

(1) it shall not take advantage of its power to accept bribes or other illegal income and shall not encroach on the company's property;

(two) no company funds should be misappropriated.

(three) the company's assets or funds must not be opened in its personal name or in the name of other individuals.

(four) in violation of the provisions of this constitution, the company's funds shall be lent to others without the consent of the shareholders' meeting or the board of directors, or the company's property shall be guaranteed for others.

(five) it shall not enter into any contract or paction with the company without the consent of the shareholders' meeting in violation of the provisions of this Charter.

(six) without the consent of the shareholders' meeting, it shall not make use of the convenience of the office to seek for the business opportunities that should belong to the company or others for themselves or others.

(seven) the Commission shall not accept the Commission of the company as its own;

(eight) no company secrets should be disclosed without authorization.

(nine) it is not allowed to use its relationship to damage the interests of the company;

(ten) other obligations of loyalty stipulated by laws, administrative regulations, departmental rules and regulations.

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