Xinfengming Group Co., Ltd.

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Warm and people’s living standards increase the demand for functional fibers. In the future, the company will add 560,000 tons of functional and differentiated fibers in the future will be reasonably digested.

(3) Compliance with the company’s existing business capabilities

The company’s main business is the research and development, production and sales of civil polyester filaments, and the products cover more than 400 specifications of more than 400 specifications such as POY, FDY and DTY, which are mainly used in the fields of clothing, home textiles and industrial textiles. Since its establishment, the company has been focusing on the field of civil polyester filaments. It is one of the most professional polyester filament production enterprises with annual annual production capacity of one million tons. According to the 2017 output, the company ranked second in the domestic civil polyester filament industry, with strong comprehensive strength. After more than ten years of operation, the company’s financial conditions have been in good financial conditions, accumulated rich management experience, production technology reserves, and have established stable supply channels and customer groups. The implementation of this fundraising project is compatible with the company’s existing operating scale, financial status, technical level and management capabilities. It will further do fine -fashioned polyester filament business, expand production capacity, improve the company’s core competitiveness, enhance profitability to make profitability Level, enhance industry competitiveness.

4. The relationship between the investment project raised and the company’s existing business, the company is engaged in the reserves of the investment projects in personnel, technology, and markets

The company’s main business is the research and development, production and sales of civil polyester filaments, and the products cover more than 400 specifications of more than 400 specifications such as POY, FDY and DTY, which are mainly used in the fields of clothing, home textiles and industrial textiles. The raised funds will be used in Zhejiang Dushan Energy Co., Ltd. with an annual output of 2.2 million tons of PTA projects and Huzhou Zhongyue Chemical Fiber Co., Ltd. with an annual output of 560,000 tons of differentiated and functional fiber new material projects. The implementation of this fundraising project will extend the company’s business to the upper reaches of the industrial chain. The development of the industrial chain will be more balanced, ensuring the stable quality of raw material supply, expanding production capacity, optimizing the product structure, further precision and fine use of polyester filament business to enhance the industry Competitiveness.

(2) The company’s reserves in terms of funding projects, technology, and markets

In terms of personnel reserves, the company’s core management team and technology research and development team have long been engaged in polyester filament -related businesses. They have rich experience in production management, technology research and development, and financial management, and their professional advantages are obvious. For Zhejiang Dushan Energy Co., Ltd.’s annual output of 2.2 million tons of PTA projects, the company introduced and reserved a number of outstanding management talents and technical talents in the industry after long -term market research and preparation. At present, the proportion of professional and technical personnel in this project exceeds 60%, which can meet the operating requirements of fund -raising funds and ensure the successful implementation of the project. The company will select experienced managers with experience in the existing management team, and based on the product characteristics and operating models of the fundraising projects, some personnel of the external employment will provide reserves and targeted training to ensure that the relevant personnel can be competent.

In terms of technical reserve, for Zhejiang Dushan Energy Co., Ltd.’s annual output of 2.2 million tons of PTA projects, the company introduced the industry’s leading British BP company’s latest green and intelligent PTA production technology technology. The characteristics of low production cost, saving installation investment, and high degree of automation. While ensuring the quality of the product, it can improve production efficiency, reduce operating costs to a large extent, and ensure that the economic benefits of the project can be realized; for Huzhou Zhongyue Chemical Fiber Co., Ltd. annual output 560,000 tons of differentiated and functional fiber new material projects, the company has a group of core technologies introduced and developed by foreign abroad (such as Sanchi aggregate technology, ester -based steam energy utilization technology, esterization pressure reaction technology, spinning silk, spinning wire Ring blowing technology, Wings wound technology, etc.), the technical reserves required for the project are sufficient.

In terms of market, for Zhejiang Dushan Energy Co., Ltd.’s annual output of 2.2 million tons of PTA projects, the company is expected to reach 5.6 million tons in 2020, corresponding to about 4.788 million tons of PTA demand. Therefore, the new PTA production capacity of the project is complete Being able to be reasonably digested by itself; for Huzhou Zhongyue Chemical Fiber Co., Ltd.’s annual output of 560,000 tons and new functional fiber new materials projects, the company’s current polyester long silk production capacity utilization rate is close to 100%, and production and sales have basically reached balance. With the recovery of the downstream textile and clothing market and the improvement of people’s living standards, functional fiber demand is expected to maintain growth, and there are many downstream professional markets in the region of the company, and the market capacity is large. It is expected that this project will add 560,000 tons of functionality and differentiation. Fiber production capacity can be digested reasonably.

5. The company’s measures to deal with the diluted stocks of this non -public offering of stocks and disclosure in return on the current return

Considering that the non -public offering of stocks may lead to diluting the current shareholders’ immediate return, the company will take multiple measures to improve the company’s operating performance. The specific measures taken as follows:

(1) Strengthen business management and internal control

The company has established and improved the corporate governance structure of the shareholders’ meeting, the board of directors and its special committees, the board of supervisors, the secretary of the board of directors, and the senior management of the company’s meeting in accordance with the provisions of laws and regulations and standardized documents. Essence In the next few years, the company will further improve the level of operation and management and improve the company’s overall profitability. In addition, the company will strive to improve the efficiency of funds, improve and strengthen investment decision -making procedures, design more reasonable funding solutions, reasonably use various financing instruments and channels, control the company’s capital costs, and save financial expenses. At the same time, the company will continue to strengthen the internal control of the enterprise, further optimize the budget management process, strengthen cost management and strengthen budget execution supervision, and comprehensively and effectively control the company’s operation and control risks.

(2) Accelerate the construction of investment projects and improve the company’s profitability

The raised funds issued this time will be used in “Zhejiang Dushan Energy Co., Ltd. with an annual output of 2.2 million tons of PTA projects” and “Huzhou Zhongyue Chemical Fiber Co., Ltd. with an annual output of 560,000 tons of differentiated and functional fiber new materials projects”. The projects are strictly scientific arguments, which are in line with national industrial policies and the company’s overall strategic development direction. The company will further improve the “Administrative Measures for Raising Funds” in accordance with the requirements of the “Measures for the Issuance of Securities of Listed Companies” and “Supervision Guidelines for Listed Companies” and other regulations. The raised funds are used reasonably, actively promote the construction of fund investment projects, strive to achieve the expected benefits as soon as possible, increase the return of shareholders, and reduce the risk of diluting the diluted rewards caused by this issue.

(3) Strengthen the management of fundraising funds to ensure the reasonable and standardized use of raised funds

The company has been in accordance with the laws such as the “Company Law of the People’s Republic of China”, the “Securities Law of the People’s Republic of China”, the “Administrative Measures for the Issuance of Securities of Listed Companies”, and the “Supervision Requirements for the Management and Use of the Monthly Mooth Management and Use of Listed Companies” and other laws Regulations, standardized documents, and the provisions of the “Articles of Association” have been fully amended to the “Administrative Measures for Rising Fund”.

The company will strictly manage the funds raised this time in accordance with the above provisions, ensure that the raised funds are used in accordance with the reasonable and standardized use of the agreed purpose to prevent the potential risks of the use of funds. According to the “Administrative Measures for the Raiders” and the resolution of the company’s board of directors, the fundraising funds will be stored in the special account of raised funds designated by the board of directors; The sponsors regularly inspect the use of funds raised; at the same time, the company regularly conducts internal audit and external audit institutions for raising funds, and cooperates with the inspection and supervision of the use of fundraising funds in conjunction with supervision banks and sponsors.

(4) Improve profit distribution policy and strengthen investor return mechanism

The company has revised the “Company Articles of Association” in accordance with the “Notice on Further Implementing the Cash Dividends Relevant Matters of Cash in the Listed Companies” and the “Cash Dividends of Listed Companies” and other relevant laws, regulations, and regulatory documents It further clarified the company’s profit distribution, especially the specific conditions, proportion, distribution form, and stock dividend distribution conditions of the cash dividend, and improved the principles of decision -making procedures and decision -making mechanisms of the company’s profit distribution. The rights and interest mechanism of the person. After the completion of the non -public offering of stocks, the company will continue to strictly implement the current dividend policy, strengthen investor return mechanism, and effectively safeguard the legitimate rights and interests of investors.

After the completion of the non -public offering of shares, the company will actively promote the profit distribution of shareholders in accordance with the provisions of laws and regulations and the “Articles of Association” in accordance with the provisions of the laws and regulations and the “Company Articles of Association”, effectively maintain and increase the return of shareholders.

The above -mentioned filling measures formulated by the company do not mean to ensure the company’s future profits. Investors should not make investment decisions based on this.

6. Relevant entities are about the company’s non -public offering of shares to fill in the return measures that can be effectively fulfilled.

(1) The company’s controlling shareholder and actual controller’s commitment

Zhuang Kuilong, the company’s controlling shareholder Zhuang Kuilong, Zhu Fengqi, and Zhuang Yaozhong in accordance with the relevant regulations of the China Securities Regulatory Commission, the company’s filling measures can be effectively fulfilled in accordance with the relevant regulations of the China Securities Regulatory Commission:

1. In accordance with relevant laws, regulations and relevant regulations of the company’s articles of association, exercise shareholders’ rights, do not interfere in the company’s management activities, and do not invade the company’s interests;

2. Effectively fulfill the relevant measures related to the company’s formulation and any of the commitments to fill in the return measures by any of them. Investors’ compensation liability;

3. From the date of this promise to the company’s non -public issuance shares, if the China Securities Regulatory Commission has made other new regulatory regulations on filling the return measures and its commitments, and the above commitment cannot meet the China Securities Regulatory Commission’s regulations such as the China Securities Regulatory Commission At that time, a supplementary commitment will be issued in accordance with the latest regulations of the China Securities Regulatory Commission.

As one of the main responsible entities related to the return measures, if you violate the above commitments or refuse to fulfill the above commitments, I agree to accept the relevant provisions and rules of the China Securities Regulatory Commission and the Shanghai Stock Exchange in accordance with the relevant provisions and rules of its formulation or issuance, and make related to myself. Punishment or relevant management measures.

(2) The commitment of the company’s directors and senior managers

The company’s directors and senior managers can earn the following commitments to the company’s filled and expected return measures in accordance with the relevant regulations of the China Securities Regulatory Commission:

1. Delivery to other units or individuals with unfair conditions, and do not use other methods to harm the company’s interests in other ways;

2. Diligence and responsibility, strictly follow the company’s internal control management requirements, avoid unnecessary job consumption behavior, and actively cooperate with the daily inspection of relevant departments such as the audit department;

3. Do not use the company’s assets to engage in investment and consumer activities that have nothing to do with my duties;

4. The compensation system formulated by the board of directors or salary and the assessment committee is linked to the implementation of the return measures by the company;

5. If the company will carry out equity incentives in the future, the rights of equity incentives are linked to the implementation of the company’s filling measures;

6. From the date of this promise to the company’s non -public issuance shares, if the China Securities Regulatory Commission has made other new regulatory regulations on filling the return measures and its commitments, and the above commitment cannot meet the China Securities Regulatory Commission’s regulations such as the China Securities Regulatory Commission At that time, a supplementary commitment will be issued in accordance with the latest regulations of the China Securities Regulatory Commission.

Special announcement.

Xinfengming Group Co., Ltd. Board of Directors

October 23, 2018

Stock code: 603225 Stocks Abbreviation: Xinfengming Announcement Number: 2018-085

Convertible bond code: 113508 Convertible bonds abbreviation: Xinfeng Convertible Bond

Announcement on this non -public offering of shares involving related transactions

The board of directors of the company and all directors guarantee that there are no false records, misleading statements or major omissions in this announcement, and assume individual and joint responsibilities to the authenticity, accuracy and integrity of its content.

Important content tips:

● Related transaction content: Xinfengming Group Co., Ltd. (hereinafter referred to as “Xinfengming” and “Company”) intends to issue A shares to specific objects non -publicly. Essence The number of shares to be issued this time does not exceed 168,560,000 shares (including the number), and the raised funds will not exceed RMB 370 million (including the number). Among them, the company’s controlling shareholder and actual controller Mr. Zhuang Kuilong planned to subscribe to the company’s non -public offering of shares this time, and the subscription number does not exceed 10%(including 10%) of the newly issued stocks finalized by non -public issuance. According to the relevant provisions of the Shanghai Stock Exchange Stock Listing Rules, this non -public issuance of A -share shares constituted a related transaction.

● Review procedure: On October 22, 2018, the company held the 20th meeting of the fourth board of directors to review and pass the relevant proposal of the above -mentioned affiliated transactions. The affiliated directors avoided the voting.

● Transaction risk: The above -mentioned affiliated transactions need to be submitted to the company’s shareholders’ meeting to review and submit it to the China Securities Regulatory Commission for approval. The approval and approval of the above matters can be obtained and the time is obtained.

1. Overview of related transactions

Economic Phoenix Group Co., Ltd. (hereinafter referred to as “Xinfengming” or “Company”), the 20th meeting of the fourth board of directors held on October 22, 2018, the company’s proposed number of shares to be issued this time does not exceed 168,560,000 Stocks (including the number), the raised funds do not exceed RMB 370 million (including the number). Among them, the company’s controlling shareholder and actual controller Mr. Zhuang Kuilong planned to subscribe to the company’s non -public offering of shares this time, and the subscription number does not exceed 10%(including 10%) of the newly issued stocks finalized by non -public issuance.

On the same day, the company and Zhuang Kuilong signed a shares subscription agreement with the effective conditions of the subscription of the company’s non -public offering of the company.

According to the “Guidelines for the Implementation of the Listing Rules of the Stocks of the Shanghai Stock Exchange” and the “Shanghai Stock Exchange’s Listed Companies of the Stock Exchange”, this transaction constitutes a related transaction.

Xinfengming Group Co., Ltd.

Within 24 months before this announcement, except for the company’s regular announcement and temporary announcement, the daily operating transactions were disclosed, and there was no major transaction between Zhuang Kuilong and its controlling enterprises and the company.

Introduction

(1) Basic information

Zhuang Kuilong, male, born in 1962, Chinese nationality, no permanent residency abroad, college degree, senior economist, residence is Wutong Street, Tongxiang City, Zhejiang Province.

(2) In the last five years

Mr. Zhuang Kuilong’s main post in the past five years is as follows:

(3) Competition and related transactions after this distribution

1. After this release, it will not lead to the competition between Zhuang Kuilong and the actual controller and the company’s business

Prior to this issuance, Zhuang Kuilong and the actual controller did not control other companies that had competition with the company except the company and their holding subsidiaries.

2. After this issuance, it will not lead Zhuang Kuilong and the company’s new affiliate transaction

After this issuance, Zhuang Kuilong will not cause new affiliated transactions with the company. The affiliated transactions between Zhuang Kuilong and the company have been disclosed and announced.

(4) The issuance objects have not been punished in the last five years

Zhuang Kuilong has not been punished in the past five years (except for obviously nothing to do with the securities market), criminal punishment, and no major civil lawsuit or arbitration related to economic disputes.

(5) The issuance of the issuer and its controlling shareholder, the actual controller and the company within 24 months before the disclosure of this distribution plan

Within 24 months before the disclosure of non -public issuance plans, there were no other major transactions between Zhuang Kuilong and his unanimous actors and the company.

Third, the basic situation of the affiliated transaction target

The company’s proposed number of shares to issue no more than 168,560,000 shares (including the number), and the raised funds will not exceed RMB 370 million (including the number). Among them, the company’s controlling shareholder and actual controller Mr. Zhuang Kuilong planned to subscribe to the company’s non -public offering of shares this time, and the subscription number does not exceed 10%(including 10%) of the newly issued stocks finalized by non -public issuance.

Fourth, affiliated transaction pricing and principles

The price benchmark date for this issuance is the first day of the company’s non -public issuance stock issuance period. The principle of pricing is: 90%of the company’s stock transaction price of 20 trading days (20 transactions before the pricing benchmark date The average price of the stock trading of the day company = the total amount of the company’s stock transaction/price of 20 trading days before the pricing benchmark/20 trading days of the company’s stock transaction).

If the company’s shares occur from rights and dividends from the date of the pricing date to the issue date, the bottom price will be adjusted accordingly.本次非公开发行股票采取询价发行方式,最终发行价格将在取得中国证监会关于本次非公开发行的核准批文后,根据发行对象的申购报价情况,由公司董事会根据股东大会的授权,与The sponsor (main underwriter) negotiated and determined.

Zhuang Kuilong promised not to participate in the quotation during the inquiry process of this offering, accepting the bidding results of other issuance objects, and subscribing to the shares issued at the same price as other issues.

5. The main content of the affiliated transaction agreement

(1) The main body of the contract and the time of signing

Xinfengming Group Co., Ltd. and Zhuang Kuilong signed the “Non -Public Public Release Share Subscription Agreement with Conditions Effective Effect” on October 22, 2018.

(2) Distribution price and pricing basis

The benchmark date for the issuance of this shares is the first day of the issuance period of the issuance of the issue.

The principle of issuing pricing this time is: 90%of the average price of Xinfengming stock trading in the 20th trading day of the issuance of the issuance price (Note: The average stock transaction price of 20 trading days has been traded in the date before the pricing benchmark = 20 pricing benchmarks. Total stock transactions on the trading day ÷ the total amount of stock transactions of 20 trading days a few days ago).

The issuance method is adopted by this issuance. After the final issuing price will obtain the approval of the China Securities Regulatory Commission on the issuance of this issuance, according to the purchase quotation of the issuing object, the new Fengming board of directors shall be based on the authorization of the shareholders’ meeting, and the sponsor agency (the sponsor agency ( The main underwriter) negotiated.

Zhuang Kuilong promised not to participate in the quotation during the inquiry process of this offering, accepting the bidding results of other issuance objects, and subscribing to the shares issued at the same price as other issues. If there is no purchase quotation or no valid quotation in this issue of this issue, Zhuang Kuilong subscribe for the shares issued by Xinfengming at the issue of the issuance of the issuance of the bottom price (90%of the average of the average of the new Fengming shares in the 20th trading day).

(3) Subscribe number

The number of non -public issuance shares this time does not exceed 20%of the company’s total share capital before the decision of the board of directors, that is, no more than 168,560,000 shares (including the number). If Xinfengming’s shares occur from rights and dividends such as dividends, shares, and capital provident funds to ex -dividend matters during the decision date of the board of directors to the issue date, the number of issuances issued this issue shall be adjusted accordingly. The final distribution number shall be authorized by the company’s shareholders’ meeting. Based on the actual situation of the issuance, it will be determined with this non -public sponsorship agency (main underwriter).

Zhuang Kuilong agreed to subscribe to the shares issued by Xinfengming this time in cash.

(4) Subscribe to payment

After being approved by the China Securities Regulatory Commission this time, Xinfengming and sponsor (main underwriters) issued the “Payment Notice” to Zhuang Kui Long. The full amount into the sponsor (main underwriter) is a special account issued this time. After the above subscription funds are completed in accordance with the law and deducted the relevant expenses in accordance with the law, the relevant expenses are deducted, and then the new Fengming raised funds to store the special storage account.

(5) Stock limitation period

Zhuang Kuilong’s subscription of the shares issued this time shall not be transferred within 36 months from the end of the issuance.

(6) The agreement takes effect and terminates

This agreement is signed by Zhuang Kuilong, the legal representative of Xinfengming or the authorized representative is signed and stamped with the official seal.

1. The issuance of this issuance was reviewed and approved by the Xinfengming board of directors and the shareholders’ meeting;

2. The China Securities Regulatory Commission approves this issuance.

3. This agreement can be terminated according to one of the following situations:

(1) According to its actual situation and relevant laws, Xinfengming believes that the issuance of the issuance will not achieve the purpose of the issuance, and proactively withdraw the application materials from the China Securities Regulatory Commission;

(2) The China Securities Regulatory Commission decided not to approve this issuance;

(3) In the performance of this agreement, there were force majeure incidents, and the two parties agreed to terminate this agreement;

(4) In accordance with the relevant Chinese laws and regulations, other circumstances should be terminated.

(7) Responsibility for breach of contract

After being approved by the China Securities Regulatory Commission this time, if Zhuang Kuilong did not pay the subscription funds in time in accordance with Xinfeng Ming and sponsor (main underwriters) to issue the subscription funds in time, the issue of the issuance failed, then Zhuang Kuilong should ask Xinfeng to Xinfeng The amount of liquidated damages is made, and the amount of liquidated damages is 10%of the amount of shares that Zhuang Kuilong paid by Zhuang Kui Long, which is determined by this agreement and the final plan of the issuance. Direct losses and indirect losses limited by Xin Fengming for breach of contract, litigation costs that occur due to the liability for breach of contract, and reasonable default compensation compensation.

If one party fails to comply with or fulfill the agreement, obligations or responsibilities, statements, or guarantees under this agreement, that is, it constitutes a breach of contract. The breach party did not correct its breach of contract within the previous period, and the contractor had the right to filed a lawsuit to the people’s court with jurisdictions, and asked all the losses caused by the default direction to compensate the contract with the contract. Direct losses and indirect losses due to breach of contract, litigation costs that occur due to the liability for breach of contract, and reasonable default compensation compensation.

If the issuance of shares agreed in this agreement is not obtained (1) the new Fengming shareholders’ meeting approved or (2) the China Securities Regulatory Commission’s approval, it will not constitute a new Fengming default.

6. The impact of this transaction on the company

(1) The impact of this distribution on the company’s management and management this time

The non -public offering fund -raising investment projects are in line with national industrial policies and the company’s overall business development strategy. After this issuance is completed, the company’s capital strength will be further enhanced. After the completion of investment projects, it will help the company to extend the industrial chain upstream, further improve the company’s profitability and comprehensive competitiveness, effectively enhance the company’s anti -risk capacity, and achieve the company’s sustainable development.

(2) The impact of this issuance on the company’s financial status

After the investment project raised funds is gradually put into operation, the company’s main business income and profitability will increase, the capital strength will be further enhanced, the scale of total assets and net assets will increase, the asset -liability structure will be more reasonable, the financial situation will be effectively improved, The company’s anti -risk ability will be significantly improved.

7. The review procedure that should be fulfilled in this affiliate transaction

The 20th meeting of the 4th board of directors of the company reviewed and approved the “Proposal on this non -public offering of shares constituted a related transaction”. Related directors avoided voting. All non -affiliated directors agreed and passed this bill; Relevant proposals must be approved by the shareholders ‘meeting, and the approval of the China Securities Regulatory Commission must be approved. The affiliated shareholders who have a favorable relationship with the affiliated transaction will avoid voting on the relevant bill at the company’s shareholders’ meeting.

The company’s independent directors have recognized this non -public offering of shares involving affiliated transactions and agreed to submit the matter to the company’s board of directors for consideration. Independent opinions of the above matters, consider:

1. The company meets the qualifications and conditions of the non -public issuance of A -share shares to specific objects. The plan for non -public issuance shares is in line with the “Company Law of the People’s Republic of China”, “The Securities Law of the People’s Republic of China”, the “Administrative Measures for the Issuance of Securities of Listed Companies”, the “Implementation Rules for the Implementation of Non -Public Issuance of Listed Companies” The relevant legal norms and other normative documents of the management measures are reasonable and practical. The principle of determination, pricing principles, and issuance of issuance of non -public offering of shares in this time meets the provisions of relevant laws, regulations and other standardized documents. The pricing principle of non -public offering of stocks is fair and reasonable, and there are no situations that harm the interests of companies and shareholders, especially small and medium shareholders.

2. This non -public issuance is in line with the company’s development strategy, which will help the company to improve the financial situation, enhance profitability, enhance continuous operating capabilities and anti -risk capabilities, and increase the value of listed companies. The company’s independence has an impact.

3. The company’s controlling shareholder Zhuang Kuilong participated in the subscription of the company’s non -public offering of shares to constitute a related transaction. The company’s board of directors reviewed the company’s voting procedures for non -public issuance of shares involving affiliated transactions.

4. The company’s non -public offering of shares this time meets the principles of openness, fairness, and fairness. The price of the company’s stock transactions was 90%of the company’s stock transactions. After obtaining the approval approval of the China Securities Regulatory Commission on this non -public issuance, the investor will bid in accordance with the bidding procedures prescribed by the China Securities Regulatory Commission and other departments. ) Decision. The issuance price and pricing method of non -public offering of shares in this time conform to laws such as the “Company Law of the People’s Republic of China”, the “Securities Law of the People’s Republic of China”, the “Administrative Measures for the Issuance of Securities of Listed Companies”, and the “Implementation Rules for the Implementation of Non -public Issuance Stocks of Listed Companies” and other laws Regulations of regulations and regulatory documents. Zhuang Kuilong did not participate in the inquiry, but promised to accept the market inquiry results and subscribe for the same price as other investors. The subscription price was objective and fair, and there was no harm to the interests of the company and its shareholders, especially the small and medium shareholders.

5. The provisions of the relevant provisions of the relevant terms of the “Affiliated Non -Public Publishing shares subscription agreement” signed by the company and Zhuang Kui Long are based on the normal business principles, fair, fair, and reasonable. Essence

6. The related proposal related to the related transactions involved in the non -public offering of shares needs to be submitted to the company’s shareholders ‘meeting for approval. When the shareholders’ meeting reviews the above -mentioned related bills, the related shareholders should avoid voting.

7. In response to this non -public issuance of stock issues, the company analyzed the impact of the influence on the major financial indicators on the influence of the disclosure of the stock issues of non -public issuance, and formulated specific measures for the company’s issuance of diluted in return. At the same time, the company’s controlling shareholder, actual controller, director, and senior managers promised related matters.

We believe that the relevant commitments made by the company’s current non -public offering of shares of shares and the relevant commitments of the company’s controlling shareholder, actual controller, director, and senior managers in accordance with the “State Council’s opinions on further promoting the healthy development of the capital market “(Guofa [2014] No. 17),” Opinions of the General Office of the State Council on Further Strengthening the Protection of the Legal Rights and Interests of Small Investors in the Capital Market “(National Office [2013] No. 110),” China Securities Regulatory Commission The relevant provisions of the Re -Financing and Reorganization of Asset Reorganization and Dimination Purly Reward Related Matters “(announcement of the CSRC announced [2015] No. 31), which has rationality and feasibility, which is conducive to protecting the legitimate rights and interests of investors.

In summary, we believe that the company’s non -public offering of the affiliated transactions involved in this time complies with relevant laws, regulations, regulatory documents and the provisions of the “Articles of Association”. We agree to submit the relevant bills related to the affiliated transaction involved in this non -public offering of shares to the company’s shareholders ‘meeting for consideration. The relevant proposal still requires the company’s shareholders’ meeting to review and approve it.

8. Preparation file

1. “Resolution of the 20th Meeting of the 4th Board of Directors of Xinfengming Group Co., Ltd.”;

2. The company signed by the company and Zhuang Kuilong’s “New Fengming Group Co., Ltd. 2018 Non -public issuance shares subscription agreement”.

Securities code: 603225 Securities Abbreviation: Xinfengming Announcement Number: 2018-086

Announcement on not being punished by the securities regulatory authorities and exchanges since listing or adopting regulatory measures

Since its listing, Xinfengming Group Co., Ltd. (hereinafter referred to as “Company”) has strictly followed the “Company Law of the People’s Republic of China”, “Securities Law of the People’s Republic of China”, “Shanghai Stock Exchange Stock Listing Rules” and “Company Articles of Association”Relevant regulations and requirements, continuously improve the corporate legal person governance structure, improve the company’s standardized operation level, and promote the continuous, stable and healthy development of the enterprise.

In view of the company’s plan to apply for non -public offering shares to the China Securities Supervision and Administration Commission (hereinafter referred to as the “China Securities Regulatory Commission”), the company has now announced the company’s supervision measures or punishment and rectification of the company since its listing.

After self -inspection, since the company was listed, there was no situation of regulatory measures or punishment by the China Securities Regulatory Commission, the China Securities Regulatory Commission Zhejiang Regulatory Bureau and the Shanghai Stock Exchange.