Lu Thai Textile: Announcement (Series)

Company abbreviation: Lutai A Lutai B stock code announcement number: 2017-002

The 8th Board of Directors of Lu Thai Textile Co., Ltd.

Announcement of Resolutions of the Fourth Meeting

The company and all members of the board of directors guarantee the truthfulness, accuracy and completeness of the contents of the announcement, and there are no false records, misleading statements or major omissions.

The notice of the 4th meeting of the 8th Board of Directors of Luthai Textile Co., Ltd. was sent by e-mail on January 19, 2017. The meeting was held at 9:30 am on January 23, 2017 in the conference room of Fanyang Mountain Villa. Vote for the scene and communication. The meeting was chaired by Mr. Liu Zibin, the chairman of the company. It should be attended by 13 directors and actually attended 13 directors, including 8 directors attending the on-site meeting. Independent Xu Jianjun, Zhao Yao, Bi Xiuli, Pan Ailing and Wang Xinyu voted by means of communication. The company's three supervisors and some senior executives attended the meeting. The company's notice and convening procedures were in compliance with the relevant provisions of the Company Law and the Articles of Association, and the resolutions of the meeting were legal and valid.

I. Review of the board meeting

The meeting reviewed and approved the following proposals:

1. The “Proposal on Daily Related Transactions” was reviewed and approved. Voting results: 9 votes in favor, 0 votes against, 0 abstentions, and 4 votes abstained from voting. Associated directors Liu Zibin, Wang Fangshui, Qin Guiling and Zhang Hongmei abstained from voting.

2. The “Proposal on Providing Joint Liability Guarantee for the Credit Yuan of the Industrial and Commercial Bank of China Ho Chi Minh City Branch for the wholly-owned subsidiary Lutai (Vietnam) Co., Ltd.” was reviewed and approved. Voting results: 13 votes in favor, 0 votes against, and 0 abstentions.

3. The “Proposal on Providing Joint Liability Guarantee for the Granting of a Credit of US$8 Million to the Branch of the China Construction Bank Corporation Ho Chi Minh City Branch for the wholly-owned subsidiary Lutai (Vietnam) Co., Ltd. was reviewed and approved. Voting results: 13 votes in favor, 0 votes against, and 0 abstentions.

4. The “Proposal on Joint Liability Guarantee for the Granting of a Credit of US$41 Million to the Bank of Bangkok Branch of the Bank of Bangkok” by Lu Thai (Vietnam) Co., Ltd., a wholly-owned subsidiary, was reviewed and approved. Voting results: 13 votes in favor, 0 votes against, and 0 abstentions.

5. The “Proposal on Providing Joint Liability Guarantee for the Granting of 30 million US Dollars to Standard Chartered Bank Co., Ltd. for the wholly-owned subsidiary Lutai (Vietnam) Co., Ltd. was reviewed and approved. Voting results: 13 votes in favor, 0 votes against, and 0 abstentions.

6. The “Proposal on Joint Liability Guarantee for the Granting of a Credit of US$10 Million to the Luhuan City Branch of UOB Bank Co., Ltd. for the wholly-owned subsidiary Lutai (Vietnam) Co., Ltd. and Lu’an Garment Co., Ltd. was reviewed and approved. Voting results: 13 votes in favor, 0 votes against, and 0 abstentions.

7. The “Proposal on Providing Joint Liability Guarantee for the Credit Line of Lujia Garment Co., Ltd., a wholly-owned subsidiary of Ho Chi Minh City Branch of China Construction Bank Co., Ltd., of US$6 million” was reviewed and approved. Voting results: 13 votes in favor, 0 votes against, and 0 abstentions.

8. The “Proposal on Joint Liability Guarantee for the Comprehensive Credit Line of the Bank of Australia and New Zealand Bank (Vietnam) Co., Ltd., Ho Chi Minh Branch, which is not more than US$35 million, was approved for the wholly-owned subsidiary Lutai (Vietnam) Co., Ltd.”. Voting results: 13 votes in favor, 0 votes against, and 0 abstentions.

Second, the documents for reference

Resolution of the board of directors signed by the participating directors.

Lutai Textile Co., Ltd. Board of Directors

January 25, 2017

Securities Code Securities Abbreviation: Lutai A Lutai B Announcement Number: 2017-003

Lutai Textile Co., Ltd.

Daily related party transaction announcement

The company and all members of the board of directors guarantee the truthfulness, accuracy and completeness of the information disclosure, and there are no false records, misleading statements or major omissions.

First, the basic situation of daily connected transactions

(I) Overview of daily connected transactions

1. This related party transaction is the daily related transaction amount of the company and Zibo Lucheng Textile Investment Co., Ltd. and its holding subsidiaries in 2017 or 2017-2019.

2. The company's independent directors approved the prior review and approval. On January 23, 2017, the 4th meeting of the 8th Board of Directors reviewed and approved the “Proposal on Daily Related Transactions”. The related directors of the bill, Liu Zibin, Wang Fangshui, Qin Guiling and Zhang Hongmei, abstained from voting, and the independent directors of the company issued independent opinions. The above-mentioned related party transactions shall not be submitted to the shareholders' meeting for consideration within the authority of the board of directors to consider connected transactions.

(2) Estimated daily connected transaction types and amounts

Unit: 10,000 yuan

(III) Actual occurrence of daily connected transactions in the previous year (unaudited)

Unit: 10,000 yuan

Note: In summary, the difference between the actual total amount of daily connected transactions in 2016 and the estimated total amount does not exceed 20%.

Second, related person introduction and relationship

1. Basic situation.

(1) Zibo Lucheng Textile Investment Co., Ltd. (hereinafter referred to as “Lucheng Company”)

The registered capital of Lucheng Company is RMB 63.26 million, and the legal representative is the registered place: No. 61, Lutai Avenue, Zibo High-tech Zone. Business: Foreign investments to own funds; textiles, knitwear, garments manufacturing, sales; import and export of goods; equipment leasing; owned houses, land leasing; graphic design, production; collection calls; collection communication costs.

As of December 31, 2015, Lucheng had total assets of 765.26 million yuan and net assets of 703 million yuan. In 2015, it achieved operating income of 67.05 million yuan and net profit of 124.29 million yuan.

(2) Zibo Luorui Fine Chemical Co., Ltd. (hereinafter referred to as “Lu Rui Chemical”)

Lurie chemical registered capital of 20 million, the legal representative for -, registered in the east of Thame Road, Zibo High-tech Zone, Lutai Avenue on the north side, 61 Lutai Road hospital, business areas: investment in textile auxiliaries projects, Development, construction, management.

As of December 31, 2015, Lurui Chemical had total assets of 67.95 million yuan and net assets of 36.86 million yuan. In 2015, it achieved operating income of 72.27 million yuan and net profit of 13.95 million yuan.

(3) Zibo Limin Purification Water Co., Ltd. (hereinafter referred to as “Limin Purified Water”)

Limin Purified Water registered capital of 19.1 million yuan, legal representative is -, the registered address is 1 km north of the overpass of the development zone of Luanchuan District, the business scope is: urban life, industrial sewage treatment , water (excluding drinking water) )Sales.

As of December 31, 2015, Limin Company had total assets of RMB 64.89 million and net assets of RMB 53.33 million. In 2015, it achieved operating income of RMB 34.78 million and net profit of RMB 17.72 million.

(4) Zibo Chenghao Thermal Power Co., Ltd. (hereinafter referred to as “Sincere Heat”)

Sincerely registered capital of 18 million yuan, the legal representative -, the registered place is Songling West Road, Luanchuan District, business scope: heat supply, thermal engineering construction and spare parts supply and sales.

As of December 31, 2015, the company had total assets of 38.76 million yuan, net assets of 29.77 million yuan, and operating income of 17.1 million yuan and net profit of 6.35 million yuan in 2015.

(5) Shandong Chenghao Petrochemical Co., Ltd. (hereinafter referred to as “Shenzhen Petroleum”)

Chenghao Petroleum registered capital of 3 million yuan, legal representative Wang Jiayong, registered at 179 Heqing Road, Hekou District, Dongying City (8787 seats, 5th Floor, Venture Building), business scope: compressed gas and liquefied gas: ammonia, natural gas (industrial use) Corrosive products: ammonia solution, acrylic acid, sodium hydroxide, acetic acid; flammable liquid: diesel, methanol, gasoline, ethanol (the above project operation mode: operation without storage facilities) (the validity period is subject to the license) ); chemical products (excluding hazardous chemicals), coal and products, plastic products, transportation equipment, electrical machinery, hardware, transportation equipment, mechanical and electrical equipment, electrical materials, computer equipment, communication equipment, mechanical equipment, electronic products, instruments Instrumentation, office machinery, automobile sales; self-operated and agent import and export business of various commodities. (Projects subject to approval according to law may be operated after approval by relevant departments)

Chenghao Petroleum was established in November 2016 and ended on December 31, 2016 (unaudited), with total assets of 1.52 million yuan, net assets of 1.51 million yuan and net profit of 10,000 yuan.

(6) Zibo Luqun Real Estate Co., Ltd. (hereinafter referred to as “Luqun Real Estate”)

Luqun Real Estate registered capital of 18 million yuan, legal representative -, registered in the north side of Songling East Road, Luanchuan District, business scope: real estate development, sales; property management; cleaning services; community greening; cargo handling.

As of December 31, 2015, Luqun Real Estate had total assets of 57.15 million yuan and net assets of 56.53 million yuan. In 2015, it achieved operating income of 4.01 million yuan and net profit of 1.21 million yuan.

2. Relationship with listed companies.

(1) Lucheng Company is the largest shareholder of the Company. As of December 31, 2016, it holds 15.21% of the shares of the listed company. The company complies with the relationship as defined in paragraph (1) of Article 10.1.3 of the Stock Listing Rules.

(2) Lurui Chemicals is the holding subsidiary of Lucheng Company, the largest shareholder of the Company. The related party is in compliance with the relationship relationship as stipulated in Article 10.1.3(2) of the Stock Listing Rules.

(3) Limin Purification Water is a wholly-owned subsidiary of Lucheng Company, the largest shareholder of the Company. The related party is in compliance with the relationship relationship as stipulated in Article 10.1.3(2) of the Stock Listing Rules.

(4) Sincerity is the holding subsidiary of Lucheng Company, the largest shareholder of the Company. The related party is in compliance with the relationship relationship as stipulated in Article 10.1.3(2) of the Stock Listing Rules.

(5) Sincerely, Petroleum is the holding subsidiary of Lucheng Company, the largest shareholder of the Company. The related party is in compliance with the relationship relationship as stipulated in Article 10.1.3(2) of the Stock Listing Rules.

(6) Luqun Real Estate is a wholly-owned subsidiary of Lucheng Company, the largest shareholder of the Company. The related party is in compliance with the relationship relationship as stipulated in Article 10.1.3(2) of the Stock Listing Rules.

This transaction constitutes a connected transaction with the above mentioned companies.

3. Performance analysis.

According to the analysis of the basic situation of the above-mentioned related parties, Lucheng Textile has ownership of the leased land, houses and gas stations; Lurui Chemical mainly produces and manages textile auxiliaries, and its products are various textile auxiliaries; Limin purified water production The operation is normal, the production capacity is sufficient, and the water and sewage discharges are up to standard; sincerely, the hot water supply is used for winter heating in the local planning area, and the payment ability is guaranteed; sincerely, the oil supply is sufficient. Therefore, the company expressed its trust in the fulfillment ability of Lucheng Company, Lurui Chemical, Limin Purified Water, Sincere Heat and Sincere Oil.

Third, the main content of related transactions

(1) Main contents of connected transactions

1. Purchasing raw materials

(1) The company and its controlling subsidiary Lufeng Weaving & Dyeing Co., Ltd. (hereinafter referred to as “Lufeng Weaving and Dyeing”) and Lutai (Vietnam) Co., Ltd. (hereinafter referred to as “Lutai Vietnam”) purchase Lurui Chemical Textile Chemical Additives Price: According to the market research, the market price of similar specifications products will drop by 5%. Payment and settlement method: After the acceptance is passed, the two parties will verify the number of products without objection, and settle the payment twice before the 20th of each month and the 5th of the next month.

(2) Limin Purified Water is supplied by the company and Lufeng Zhisheng, a wholly-owned subsidiary of Zibo Xinsheng Thermal Power Co., Ltd. (hereinafter referred to as “Xinsheng Thermal Power”): according to the market research, the price of water in the same specification product 5 yuan / ton. Payment and Settlement Method: After the end of each month, the two parties will verify that the amount of water used in the current month has no objection, and the fee for the previous month should be paid in one lump sum before the 5th of the following month.

2. Purchasing energy

Sincere oil supplies natural gas for the company and Lufeng weaving and dyeing: According to the local government, the price of natural gas is 2.7 yuan/Nm3. When the gas price is adjusted, it is executed at the adjusted price. Payment and settlement method: The meter reading voucher is used as the basis for settlement. It is settled once every 10 days, and the gas payment should be settled on the next day of the settlement date.

3, sales of goods

Xinsheng Thermal Power sells hot water to the company with sincerity: According to the government-guided price, the heat price is 33.74 yuan / JI, and the water fee is 5.5 yuan / ton. In case of government hot price adjustment, it is implemented according to the new hot price standard. Payment and settlement methods: The heating fee and water fee are prepaid according to the estimated consumption. If the prepaid fee is less than 5 days, the payment is made in time. According to the “Interim Provisions on the Management of Urban Centralized Heating Management in Zibo City”, Article 18 of Article 4 “Overdue payment” , plus three thousandths of a late fee per day."

4. Lease of land, houses and venues

(1) The Company and its subsidiaries lease Lucheng Company and its subsidiaries land, houses: depending on the location and quality of housing land located in different buildings, through market research to get the same type of land during the same monthly rent per square meter, respectively, For the 3.50 yuan, 5.84 yuan, the monthly rent per square meter of the house is 4.4 yuan, 21 yuan. Payment and settlement methods: The rent is paid monthly. The rent for the current month should be paid by the 5th of the following month.

(2) The company leases the original cotton site of Lucheng Company: According to the market research, the same type of site rental fee is 50 yuan/ton, which is estimated to be 200,000 yuan. Payment and settlement method: payment at the end of the agreement execution.

(3) Lucheng Company leases some of the company's houses along the street: According to the market research, the same type of house rental price is 30 yuan / square meter, payment and settlement methods: rent is paid monthly. The rent for the current month should be paid by the 5th of the following month.

(2) The signing of the connected transaction agreement.

The company and its holding subsidiaries and related parties have signed 8 purchase agreements for the purchase of chemical auxiliaries, natural gas and reclaimed water, signed a “sales agreement” for sales of thermal energy, and signed “asset leasing” for leased land and houses. The Agreement is 9 copies. The Purchase Agreement and the Sales Agreement are valid from January 1, 2017 to December 31, 2017. In addition to the lease of the company, the original cotton site of Lucheng Company is valid for 2017. From January 1st to December 31st, 2017, the other agreements will be from January 1, 2017 to December 31, 2019. The above agreement takes effect upon approval by the board of directors of the company.

Fourth, the purpose of related transactions and the impact on listed companies

(1) Purpose of the transaction

1. Purchasing raw materials

(1) Luray Chemical mainly produces textile chemical additives. Its products are chemical additives that must be used in the production of Lufeng Textile and Lutai Vietnam. Purchasing from Lurui Chemical can reduce inventory and transportation costs while ensuring daily production.

(2) The water produced by Limin Purified Water can be used as production water for the Company, Lufeng Weaving and Dyeing and Xinsheng Thermal Power, which is conducive to the comprehensive utilization of local water resources.

2. Purchasing energy

Sincere oil mainly sells natural gas, which can provide natural gas for the production process of the company and Lufeng weaving and dyeing, which is conducive to maintaining the stable and continuous supply of power energy.

3, sales of goods

Xinsheng Thermal Power sells hot water to the company with the help of hot water. It supplies hot water to the winter heating in the local planning area, and can fully utilize the heat generated by power generation to improve economic benefits.

4. Lease of land, houses and venues

The lease of land, houses and venues can solve problems such as some office buildings, staff quarters and raw cotton storage. Lucheng Company leased part of the company along the street, and can solve the demand for the use of its retail stores.

(II) Impact on the company: The above related party transactions will not affect the independence of the company's main business.

1, product procurement

Lurui Chemical is a company specializing in the research and production of textile chemical additives. The company and Lufeng Weaving and Dyeing, Lutai Vietnam and Lurui Chemical signed a supply agreement is a normal supply and demand relationship, and its product prices are 5% to 10% lower at market prices. Therefore, the supply will not harm the interests of listed companies and other shareholders.

The water produced by Limin Purified Water can be used as production water for the Company, Lufeng Weaving and Dyeing and Xinsheng Thermal Power, which is conducive to the comprehensive utilization of local water resources and energy conservation. The price of the product is executed at the market price, so the connected transaction will not harm the interests of the listed company and other shareholders.

Since the sale of natural gas by petroleum, it can be used as natural gas for production by the company and Lufeng weaving and dyeing, which is conducive to maintaining stable and continuous supply of power energy. The price of the product is executed at the price of the local government, so the related party transaction will not harm the interests of the listed company and other shareholders.

2, sales of products

Xinsheng Thermal Power sells thermal energy to the company with its hot energy. It supplies hot water to the winter heating in the local planning area, and can fully utilize the heat generated by power generation to enhance economic benefits. The sale price is executed at the price of the local government, so the related party transaction will not harm the interests of the listed company and other shareholders.

3. Lease of land, houses and venues:

The company's production and office space is 994,490.83 square meters. The company and its holding subsidiaries lease Lucheng Textile and Luqun Real Estate's land and houses mainly for office buildings and industrial land. The land is 123.91 mu, and the total housing area is 7883.85 square meters, accounting for the company's housing. The ratio of the area is 0.79%, which will not affect the main business of the listed company and its independence. Both parties signed a lease agreement to determine the rental price based on the local market rental price, and pay the rent on a monthly basis. There is no problem of capital occupation. The office property and industrial land leased to the listed company can reduce the listed office expansion of the office space due to office needs, reduce the unnecessary non-productive construction of the listed company, and improve the company's input and output efficiency. The lease will not harm the interests of listed companies and shareholders.

The company leases the raw cotton from the Lucheng textile idle site and can use the resources reasonably. The land lease is executed at the market price. The estimated annual storage cost is 200,000 yuan, which is paid at the end of the agreement. The lease will not harm the interests of listed companies and shareholders.

The above-mentioned related party transactions will not make the listed company dependent on the related parties and will not affect the independence of the listed company.

V. Opinions of independent directors and intermediaries

The company's independent directors Xu Jianjun, Bi Xiuli, Zhao Yao, Pan Ailing and Wang Xinyu pre-approved the related party transactions and issued independent opinions as follows:

As an independent director of Lutai Textile Co., Ltd., we provide textile chemical additives and other products to Zibo Lufeng Weaving & Dyeing Co., Ltd. and Zibo Lirui Purification Water Co., Ltd. The company and its holding subsidiaries Zibo Lufeng Weaving & Dyeing Co., Ltd. and Zibo Xinsheng Thermal Power Co., Ltd. provided Zhongshui and Shandong Chenghao Petrochemical Co., Ltd. to provide natural gas and company to the Company and its controlling subsidiary Zibo Lufeng Weaving & Dyeing Co., Ltd. Zibo Xinsheng Thermal Power Co., Ltd. sells hot water to Zibo Chenghao Thermal Power Co., Ltd., and the company and its holding subsidiaries lease Zibo Lucheng Textile Investment Co., Ltd. and its holding subsidiaries, land and houses, venues, Zibo Lucheng Textile Investment Co., Ltd. The related transactions of the company company leasing company houses issued the following independent opinions:

(1) Lutai Company has solicited opinions on the above related transactions beforehand. I believe that the above related party transactions are related transactions in the normal production of Lutai Company and its holding subsidiaries. The pricing and payment methods are reasonable and will not damage Lutai. The interests of the company and shareholders did not affect the independence of the listed company's main business, and agreed to submit the above related transactions to the fourth meeting of the 8th Board of Directors of Luthai Company for consideration.

(2) The 4th meeting of the 8th Board of Directors of Lutai Company reviewed and approved the above related party transactions with 8 votes in favor, 0 votes against, and 0 abstentions.

(3) In the process of deliberating the above-mentioned related party transactions, the related directors Wang Fangshui, Liu Zibin, Qin Guiling and Zhang Hongmei evaded according to law.

(4) The voting procedures of the board of directors of Lutai Company to consider the above related party transactions are in compliance with relevant regulations.

(5) The above-mentioned related party transactions are normal daily transactions in the production of Luthai Company, and there is no damage to the interests of Lutai Company and its shareholders.

VI. Documents for reference

1. Board resolutions;

2. The independent director approves the written documents of the transaction and the opinions of the independent directors in advance;

3. Agreement on daily connected transactions.

Lutai Textile Co., Ltd. Board of Directors

January 25, 2017

Stock code:000726, 200726 Securities abbreviation: Lutai A Lutai B Announcement No.: 2017-004

Lu Thai Textile Co., Ltd.

Announcement for providing guarantees for financing shares of wholly-owned subsidiaries

The company and all members of the board of directors guarantee that the content of the information disclosure is true, accurate and complete, and there are no false records, misleading statements or major omissions.

I. Overview of guarantees

Lutai (Vietnam) Co., Ltd. (hereinafter referred to as “Lutai Vietnam Company”), a wholly-owned subsidiary of the company, with a total investment of USD 150 million and a registered capital of USD 50 million. After the completion of the investment, 60,000 spindles will be built and the annual output will be completed. 30 million meters of yarn-dyed fabric production line. Lu'an Garment Co., Ltd. (hereinafter referred to as “Lu'an Garment”), a wholly-owned subsidiary of the company, is a garment company established in Anjiang Province, Vietnam. The total investment is 30 million US dollars, and the registered capital is 5 million US dollars. Production capacity of 6 million pieces of garments, thus achieving the complete industrial chain layout of Lutai Vietnam.

At present, the first phase of the spinning and yarn-dyed fabric project of Luthai Vietnam has been put into production. The 6-piece garment production project of Lutai Vietnam's yarn-dyed fabric production line and Luan Garment is under construction to meet the fixed assets investment of the two companies. And liquidity needs, through consultation with local financing institutions to determine the following credit line and the company provides joint liability guarantee:

1. The Ho Chi Minh Branch of the Industrial and Commercial Bank of Vietnam gave Lutai Vietnam a credit line of 10 million US dollars for a period of 2 years.

2. China Construction Bank Co., Ltd. Ho Chi Minh City Branch provided Lutai Vietnam Company and Luan Garment to each other to provide 8 million US dollars and 6 million US dollars of credit line for a period of 2 years from the start of the credit business.

3. The Bank of Bangkok's Ho Chi Minh City Branch provided Lutai Vietnam with a credit line of US$41 million for a period of five years.

4. Standard Chartered Bank Co., Ltd. granted Lutai Vietnam Company a credit limit of USD 30 million with a term of two years.

5. Dahua Bank Co., Ltd. Ho Chi Minh City Branch granted Lutai Vietnam Company and Luan Garment a total credit of 10 million US dollars for a period of 2 years.

6. Australia and New Zealand Bank (Vietnam) Co., Ltd. Ho Chi Minh Branch gave Lutai Vietnam Company a comprehensive credit line of no more than 35 million US dollars for a period of 5 years.

The 4th meeting of the 8th Board of Directors of Lutai Textile Co., Ltd. passed the “Agreement on the Industrial and Commercial Bank of Vietnam Ho Chi Minh City Branch” for the wholly-owned subsidiary Lutai (Vietnam) Co., Ltd. with 9 votes in favor, 0 votes against, and 0 abstentions. The proposal of providing a joint liability guarantee for the credit line of 10 million US dollars, and the proposal of providing joint and several liability guarantees for the wholly-owned subsidiary Lutai (Vietnam) Co., Ltd. to obtain a credit line of 8 million US dollars from the China Construction Bank Corporation Ho Chi Minh City Branch. "Proposal on the joint liability guarantee for the wholly-owned subsidiary Lutai (Vietnam) Co., Ltd. to obtain the credit limit of US$41 million from the Bank of Bangkok Branch of Ho Chi Minh City, and the acquisition of Standard Chartered for the wholly-owned subsidiary Lutai (Vietnam) Co., Ltd. Bank Co., Ltd. grants a credit limit of 30 million US dollars to provide joint and several liability guarantees, and "for the wholly-owned subsidiary Lutai (Vietnam) Co., Ltd. and Luan Garment Co., Ltd. jointly obtained the credit line of Dahua Bank Co., Ltd. Ho Chi Minh City Branch 10 million The US dollar provides joint and several liability guarantees, and "for the wholly-owned subsidiary Luan Chengyi Co., Ltd. Acquired the proposal of China Construction Bank Co., Ltd. Ho Chi Minh City Branch Credit Line of US$6 million to provide joint liability guarantee, and “About the wholly-owned subsidiary Lutai (Vietnam) Co., Ltd. obtained the Australian and New Zealand Bank (Vietnam) Co., Ltd. Ho Chi Minh Branch A comprehensive credit line of more than $35 million provides a joint and several liability guarantee. The above guarantees accounted for 13.22% of the latest audited net assets of Luthai Textile Co., Ltd., and the above guarantees came into effect after approval by the board of directors of the company and need not be submitted to the shareholders meeting for consideration.

Second, the basic situation of the guarantor

(1) the guarantor

(1) the guarantor

1. Lutai (Vietnam) Co., Ltd. is a wholly-owned subsidiary of the Company. Registration date: April 9, 2015, registration location: Xining, Vietnam, legal representative: Du Lixin, registered capital of 50 million US dollars, main business: production and sales of various types of yarn, yarn-dyed fabrics and in accordance with Vietnamese national laws Other business activities.

2. Lu'an Garment Co., Ltd. is a wholly-owned subsidiary of the Company. Registration date: December 29, 2015, registration location: C4, Pinghe Industrial Zone, Zhoucheng County, Anjiang Province, Vietnam, legal representative: Du Lixin, registered capital of 5 million US dollars, main business: high-grade shirts and other ready-to-wear products manufacture. .

(2) Relevant indicators of the latest issue of the guarantor (data not audited):

1. Lutai (Vietnam) Co., Ltd. Unit: RMB 10,000

2. Lu'an Garment Co., Ltd. Unit: RMB 10,000

Third, the main content of the guarantee agreement

In order to meet the fixed asset investment and working capital needs of Lutai Vietnam Company and Luan Garment, the following credit line is determined through consultation with local financing institutions and the company provides joint liability guarantee:

1. The Ho Chi Minh Branch of the Industrial and Commercial Bank of Vietnam gave Lutai Vietnam a credit line of 10 million US dollars for a period of 2 years.

2. China Construction Bank Co., Ltd. Ho Chi Minh City Branch provided Lutai Vietnam Company and Luan Garment to each other to provide 8 million US dollars and 6 million US dollars of credit line for a period of 2 years from the start of the credit business.

3. The Bank of Bangkok's Ho Chi Minh City Branch provided Lutai Vietnam with a credit line of US$41 million for a period of five years.

4. Standard Chartered Bank Co., Ltd. granted Lutai Vietnam Company a credit limit of USD 30 million with a term of two years.

5. Dahua Bank Co., Ltd. Ho Chi Minh City Branch granted Lutai Vietnam Company and Luan Garment a total credit of 10 million US dollars for a period of 2 years.

6. Australia and New Zealand Bank (Vietnam) Co., Ltd. Ho Chi Minh Branch gave Lutai Vietnam Company a comprehensive credit line of no more than 35 million US dollars for a period of 5 years.

The Board of Directors believes that the above financing and guarantees are in the interests of the company and its shareholders as a whole, agree to approve the above financing and guarantees, and authorize Mr. Zhang Keming, the manager of the Finance Department, to sign the relevant legal documents.

Fourth, the board of directors

1. Reasons for providing guarantees:

Lutai Vietnam Company, a wholly-owned subsidiary of the Company, date of registration: April 9, 2015, registered place: Xining, Vietnam, main business: production and sales of various yarns, yarn-dyed fabrics and Vietnamese national laws Other commercial activities; Luan Garment, a wholly-owned subsidiary of the Company, date of registration: December 29, 2015, registered location: C4, Pinghe Industrial Zone, Zhoucheng County, Anjiang Province, Vietnam, Main Business: Senior Shirts and Others Processing and production of ready-to-wear products. After the two companies are put into production, they will realize the company's complete industrial chain layout in Vietnam.

At present, the first phase of the spinning and yarn-dyed fabric project of Lutai Vietnam has been put into production. The follow-up project of Lutai Vietnam's yarn-dyed fabric production line and the 6 million garments project of Luan Garment are under construction. The above guarantee can assist Lutai Vietnam Company. And Luan Garment timely obtained bank loan fund support to ensure the smooth development of the project, the company's board of directors believes that the guarantee can guarantee the normal production and operation of the wholly-owned subsidiary, the guarantee risk is controllable.

2. Benefits and risks of the guarantee:

The board of directors of the company made a comprehensive assessment of the quality of the guarantor's assets, business conditions, industry prospects, solvency, credit status, etc., and considered that the ultimate object of providing guarantees is a wholly-owned subsidiary of the company, and its financial management and fund scheduling are subject to the company. The unified financial arrangement, Lutai Vietnam Company and Luan Garment are currently in the growth stage. In order to solve the fixed asset investment and liquidity, they need to borrow from the bank. The above guarantee will not increase the company's additional risk, nor will it affect all shareholders of the company. Interests.

V. The cumulative amount of external guarantees and the number of overdue guarantees

As of January 23, 2017, Lu Thai Textile Co., Ltd. only provided guarantees for wholly-owned and controlled subsidiaries. The total amount of guarantees was RMB 22.7785 billion, accounting for the latest audited net assets of Luthai Textile Co., Ltd. 31.30%. Lutai Textile Co., Ltd. and its wholly-owned and controlled subsidiaries did not have any overdue guarantees, guarantees involving litigation, and losses due to the loss of the guarantee.

VI. Documents for reference

1. Resolution of the 4th meeting of the 8th Board of Directors

Lutai Textile Co., Ltd. Board of Directors

January 25, 2017