Announcement Of The Fifteenth Meeting Of The Fifth Board Of Directors Of Jiangsu Red Bean Industrial Limited By Share Ltd

Announcement of the fifteenth meeting of the Fifth Board of directors

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or major omission in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.

The fifteenth meeting of the Fifth Board of directors of Jiangsu red bean industrial Limited by Share Ltd was held in the company conference room on the morning of October 9, 2012.

The notice of the meeting was notified to all directors in writing in September 29, 2012.

The meeting should be attended by nine directors and nine directors, which is in conformity with the provisions of the company law and the articles of association. The meeting is chaired by Mr. Zhou Hongjiang, chairman of the board.

Company supervisors and other senior managers attended the meeting.

Following the deliberations of all the directors, the following resolution was adopted unanimously.

I. reconsideration of the adoption of the company and

The motion of comprehensive service agreement and supplementary agreement signed by Group Co., Ltd.

According to the provisions of the Shanghai Stock Exchange Listing Rules, the time limit for the signing of a related party paction agreement between the company and the related party is more than three years.

The company will make a separate announcement according to the requirements of the disclosure of related party pactions.

Voting result: 5 votes agreed, 0 votes against, 0 abstentions (four associate directors to avoid voting).

Two, to consider the adoption of the motion of the company holding Sun company Nanjing Hong Kong Real Estate Co., Ltd. to apply for loans from the bank.

Nanjing red bean Real Estate Co., Ltd. applied for loans to Limited by Share Ltd, Nanjing branch of 8.21,0.18,2.24%, with a total value of 200 million yuan, with a loan term of 2 years, and the benchmark interest rate to float 10%.

Voting result: 9 votes agreed, 0 votes against, 0 abstentions.

Three, to consider and adopt the motion on the prediction of the daily related pactions between the company and the newly affiliated party in 2012.

According to the Shanghai Stock Exchange

The rules stipulate that the paction constitutes a related paction of the company, and the company will make a separate announcement according to the requirements of the disclosure of related pactions.

Voting result: 5 votes agreed, 0 votes against, 0 abstentions (four associate directors to avoid voting).

Four, deliberation and adoption of the third provisional shareholders' meeting in 2012.

The above first, second, third motions need to be submitted to the company's third provisional shareholders' meeting in 2012 for deliberation and approval.

It was decided to convene the third provisional shareholders' meeting in 2012 in the company conference room in October 25, 2012 to consider the matters to be submitted to the shareholders' meeting.

Voting result: 9 votes agreed, 0 votes against, 0 abstentions.

This is hereby announced.

Jiangsu red bean Limited by Share Ltd board of directors

October 9, 2012

Stock Code: 600400 stock short: red bean stock number: pro 2012-022

Jiangsu red bean industrial Limited by Share Ltd

About the third time in 2012.

Notice of notice of provisional shareholders' meeting

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or major omission in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.

Important content hints

Meeting time: 9:30 a.m. on October 25, 2012

Meeting place: company meeting room

Meeting mode: Scene

The board of directors of Jiangsu red bean industrial Limited by Share Ltd held the fifteenth temporary meeting of the Fifth Board of directors in the company conference room on October 9, 2012, and confirmed the related matters of the third extraordinary shareholders' meeting in 2012.

I. contents of the meeting

1. On the reconsideration of the comprehensive service agreement and the supplementary agreement signed by the company and the red bean limited company

2, on the proposal of the company holding Sun company, Nanjing red bean home Co., Ltd. to apply for a loan to the bank

3. A bill on the forecast of the daily related pactions of the company and the new associated parties in 2012

Two. The participants at the meeting:

1. Directors, supervisors and senior managers of the company;

2. All shareholders of the company registered on the China Securities Central Clearing and Clearing Co., Ltd. Shanghai branch after closing in October 18, 2012.

Three. Moderator: Mr. Zhou Hongjiang, chairman of the company.

Four. Registration procedures:

1, registration time: October 24, 2012 (8:30-11:30 a.m. 1:30-4:30 p.m.); shareholders who did not register at the registration time may also participate in the third extraordinary shareholders' meeting in 2012.

2, registration location: Xishan securities office, Donggang Town, Xishan District, Wuxi, Jiangsu;

3, individual shareholders should hold shareholders' account cards and ID cards; entrusted agents shall hold identity cards, letter of attorney and client's account cards; legal shareholders shall register with the unit's letter of introduction, identity card and shareholder's account card (the shareholders of different places and legal persons may register with the fax method within the prescribed time).

4, contact number: 0510-66868619

Fax: 0510-88350139

Contact: Wang Hui

5. The cost of accommodation and pportation will be half a day.

This is hereby announced.

Jiangsu red bean Limited by Share Ltd board of directors

October 9, 2012

Enclosure:

Power of attorney

I hereby entrust Mr. / madam (ID card number) to represent myself (our unit) to attend the third provisional shareholders' meeting of Jiangsu red bean industrial Limited by Share Ltd in 2012 and to exercise the voting power as follows:

1. Vote on the items listed in the notice of the general meeting of shareholders.

2. Vote against the items listed in the announcement of the general meeting of shareholders.

3. Abstain from voting on the items listed in the announcement of the shareholders' meeting.

4, the provisional proposal (or / no) voting right that may be included in the agenda.

5. The agent may / may not vote on his own meaning in matters not specifically instructed.

Signature of the client (or official seal of the unit):

Principal ID card number (or business license):

Client equity account:

Number of principal shareholders:

Signature of the trustee:

The identity card number of the trustee:

Date of entrustment:

Stock Code: 600400 stock short: red bean stock number: pro 2012— 023

Jiangsu red bean industrial Limited by Share Ltd

On reconsideration of related paction agreements

Notice

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or major omission in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.

According to the provisions of the Shanghai Stock Exchange Listing Rules, the time limit for the signing of a related party paction agreement between the company and the related party is more than three years.

In accordance with relevant regulations, the company has carefully checked the agreement signed between the company and its associated parties.

The current period of the agreement over three years is described below.

Overview of related party pactions

The company and the controlling shareholder red bean Group Limited (hereinafter referred to as the "red bean group") signed the "comprehensive service agreement" and "supplementary agreement", which agreed to provide water supply, communications, staff housing and supporting facilities, hotels and conference services to the company by the red bean group.

Two. Introduction of related parties

Hong Kong Group Limited

1, the basic situation

Name of related party: Hong Kong Group Limited

Company address: Donggang Xingzhen port, Donggang Town, Xishan District, Wuxi

Type of enterprise: limited liability company

Legal representative: Zhou Yaoting

Registered capital: 842 million yuan

2, company profile

The red bean group is a limited liability company funded by 47 natural persons such as Zhou Yaoting. Among them, Zhou Yaoting accounts for 35.27% of the red bean group and is the largest shareholder.

The red bean group was established in June 1992, and its business scope includes the use of its own funds for overseas investment and management (except those prohibited or restricted by national laws and regulations).

Needle

Product,

Cap,

The manufacture, design, and technical consultation of fur products; the import and export business of self supporting and acting all kinds of commodities and technologies, but the state limits the operation and prohibition of import and export of commodities and technologies; the planting and selling of yew bonsai and nursery stock.

As of December 31, 2011, the total assets of Hong Kong group were 18 billion 251 million yuan, net assets of 6 billion 454 million yuan, total operating income of 16 billion 302 million 203 thousand yuan, and net profit of 930 million 816 thousand and 900 yuan.

Three, the basic situation of related party pactions

The comprehensive service agreement and supplementary agreement signed by the company and the red bean group are valid for five years, and the agreement will be automatically renewed until the expiration of the expiration date or the expiry date of the agreement unless the agreement is terminated six months prior to the termination of the agreement.

The red bean group provides the company's services at a fair and reasonable price to meet the normal production and living needs of the company.

Four, the main content and pricing policy of related party pactions.

1. According to the agreement, the red bean group provides water and communication services to the company. The red bean group receives reasonable fees according to the fair market principle, and the company also performs corresponding payment obligations.

2. The water and communication services provided by the red bean group are paid monthly according to the relevant charging standards of the state, according to the actual usage amount of the company, and the employees' dormitories provided to the company are paid within ten days according to the price of the local housing rental market and the written payment Notice of the red bean group. If the company uses the hotels of the red bean group to receive guests and arrange meetings, the fees will be paid monthly according to the approved price announced by the guesthouse.

Five, the purpose of related party pactions and the impact of related pactions on listed companies.

The agreement on daily related pactions has been fulfilled by the company in accordance with the relevant regulations and the obligation of information disclosure for the company in accordance with the needs of daily operation and signed in the previous year with the red bean group.

In order to meet the normal production and living needs of the company, the daily related paction has no significant impact on the company's continued operating ability, profit and loss and asset status.

Six. Views of independent directors

The independent directors of the company, Mr. Tao Wenyi, Mr. Shen Dalong and MS. Xu Erxun, made the following independent opinions on this related paction: the board of directors of the board of directors of the board of directors had avoided the relevant directors when they considered the related paction, and met the relevant provisions.

Seven. Reference files directory

1. Resolution of the fifteenth session of the Fifth Board of directors of the company

2. Views of independent directors

3. The integrated services agreement and the supplementary agreement.

Jiangsu red bean Limited by Share Ltd board of directors

October 9, 2012

Stock Code: 600400 stock short: red bean stock number: pro 2012-024

Jiangsu red bean industrial Limited by Share Ltd

The new associated party took place in 2012.

Bulletin of prediction of related party pactions

The board of directors and all directors of the company guarantee that there is no false record, misleading statement or major omission in the contents of this announcement, and shall bear individual and joint liabilities for the authenticity, accuracy and completeness of its contents.

The fifteenth meeting of the Fifth Board of directors of Jiangsu red bean Limited by Share Ltd deliberated the motion on the prediction of the related party pactions in 2012.

The new affiliated party is the Wuxi textile material Bats Exchange Inc (hereinafter referred to as the "textile trading company"). Its main business is spot trading of textile raw materials. The company and its subsidiary Wuxi Hong Dun cotton spinning Co., Ltd., because of its business needs, needs to purchase the acrylic yarn and sell cotton yarn products to the textile trading company.

According to the relevant provisions of the Shanghai Stock Exchange Listing Rules, the pactions between the company and its subsidiaries and textile trading companies are related pactions.

I. The basic situation of new related party related pactions in 2012 is expected to be added.

Unit: 10000 yuan

Company

related party

Types of related pactions

Related paction content

Related paction price

Projected amount in 2012

Jiangsu red bean industrial Limited by Share Ltd

Wuxi textile materials Bats Exchange Inc

Purchase commodity

Acrylic yarn

market price

Three thousand

Wuxi red bean cotton spinning Co., Ltd.

Merchandise sales

Cotton yarn

market price

Eight thousand and five hundred

Total

Eleven thousand and five hundred

Two. Introduction of related party relationship

Wuxi textile materials Bats Exchange Inc

1, the basic situation of related parties

Zhou Mingjiang, the legal representative of Wuxi textile material Bats Exchange Inc, has a registered capital of 200 million yuan. The residence is located at the lower Xinggang road in Donggang Town, Xishan district. The business scope is the spot paction of textile raw materials, metal materials and machinery and equipment. The investment and management of warehousing and logistics items (excluding areas prohibited by the state laws and regulations) are carried out by private funds. Social and economic consultation; conference and exhibition services; and import and export businesses of various commodities and technologies, but the state limits the exception of goods and Technologies Prohibited or operated by enterprises.

As of December 31, 2011, the total assets of Wuxi textile materials Bats Exchange Inc were 2 million 438 thousand and 800 yuan, net assets of 199 million 977 thousand and 700 yuan, total operating income of 29 thousand and 900 yuan, and net profit of -2.23 million yuan.

2. The relationship between the above-mentioned parties and listed companies.

The textile trading company is a wholly owned subsidiary of the company's controlling shareholder, Hong Kong Group Limited, which is controlled by the same shareholder as the company and its subsidiary company.

3, performance capability analysis

The textile trading company is in good financial condition and is able to fulfill its agreements with the company and its subsidiaries.

4. In 2012, the company estimated that the amount of daily related pactions with textile trading companies was about 30 million yuan. The Wuxi subsidiary of Hong Kong Red Cotton Textile Co., Ltd., the controlling shareholder, estimated that the amount of daily related pactions with textile trading companies was about 85 million yuan.

The total amount of daily related pactions between the company and its subsidiary is expected to be about 115 million yuan.

Three, pricing policy and pricing basis.

The company and the aforementioned party concerned are based on the principles of fairness, rationality, fairness and marketization, and take the market price as the pricing basis.

Four, the purpose of paction and the impact of paction on listed companies.

The commodities purchased by the company to the above related persons are mainly the required yarn for purchasing the business to the related party, and the commodities sold by the controlling shareholder to the related party mainly sell their cotton yarn products to the related party.

The daily related pactions between the company and the related parties follow the principle of voluntariness equality, fairness and impartial, while the paction price and so on refer to the normal price conditions of the other third parties, thus causing no damage to the interests of the company.

It is estimated that the daily related pactions have little impact on the company's financial indicators.

Five. Deliberation procedure

1. The voting situation of board of directors and the avoidance of related directors.

In October 9, 2012, after the fifteenth meeting of the Fifth Board of directors of the company, the motion on the prediction of new related party pactions in 2012 was adopted. The board of Directors voted on the basis of the related party voting principle. Four of the four directors who were interested in the paction avoided voting and the other five directors unanimously adopted it.

2, independent directors' independent opinions

The independent directors of the company, Mr. Tao Wenyi, Mr. Shen Dalong and MS. Xu Erxun think: the voting procedure of the company's related party pactions is in conformity with the relevant laws and the provisions of the articles of association. The related pactions between the company and the affiliated party are very necessary. The related pactions have followed the fair price and conditions, and are in line with the principles of honesty, credit and openness, fairness and impartiality. The related party pactions are fair to the company and all shareholders, and there is no harm to the interests of the company and other shareholders, especially the minority shareholders.

3, this related paction will be submitted to the third annual general meeting of shareholders for consideration in 2012.

Six, the signing of related paction agreements.

The company and its controlling subsidiaries signed the related purchase agreement with the textile trading company respectively, and agreed that the company needed to purchase the yarn from the textile trading company and sell the cotton yarn products to the textile trading company.

Transaction price: price based on fair market price

Mode of settlement: Money Fund

Seven. Reference files directory

1. Resolution of the fifteenth session of the Fifth Board of directors of the company

2. Views of independent directors

Jiangsu red bean Limited by Share Ltd board of directors

October 9, 2012