MAJOR TRANSACTION FORMATION OF JOINT VENTURE COMPANY

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1 Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (a joint stock limited company incorporated in the People s Republic of China) (Stock Code: 0350) MAJOR TRANSACTION FORMATION OF JOINT VENTURE COMPANY The Board is pleased to announce that on 12 December 2014, Zhongrong Trust (a subsidiary of the Company) and other 13 companies entered into the Joint Venture Agreement, pursuant to which Zhongrong Trust will make the contribution of RMB1,500,000,000 (approximately HK$1,829,268,293) in cash to be used as the registered capital of the JVC. Upon the establishment of the JVC, Zhongrong Trust will own 13.04% of the equity interest in the JVC. As the relevant applicable percentage ratios in respect of the capital contribution of Zhongrong Trust in the JVC exceed 25% but are less than 100%, the establishment of the JVC constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement and shareholders approval requirements under the Listing Rules. A circular containing further information on the establishment of the JVC, together with the notice of SGM, will be despatched to the Shareholders on or about 15 January Reference is made to the announcement of the Company dated 17 November 2014 and 16 December The Board is pleased to announce that on 12 December 2014, Zhongrong Trust (a subsidiary of the Company) and other 13 companies entered into the Joint Venture Agreement for the establishment of the JVC. The principal terms of the Joint Venture Agreement are as follows: Establishment of the JVC Date: 12 December

2 Parties: (1) Zhongrong Trust, a company established in the PRC with limited liability and its principal activities include the management of capital trust; trust of movable property; trust of immovable property; trust of negotiable securities; trust of any other property or property rights; investment fund business as a promoter of an investment fund or fund management company. It is owned as to 37.47% by the Company and a subsidiary of the Company; and (2) Other 13 companies (hereinafter referred to as other parties ), mainly are non-banking financial institutions which were incorporated in the PRC. To the best of the Directors knowledge, information and belief having made all reasonable enquiries, as at the date of this announcement, other parties and their respective ultimate beneficial owners are third parties independent of the Company and its connected persons. Purpose for establishment of the JVC The purpose is to manage domestic trust assets and trust funds which are exposure to the liquidity risks. Capital Commitments The JVC is a limited company to be established in the PRC. It will have a registered capital of RMB11,500,000,000 (approximately HK$14,024,390,243). Pursuant to the Joint Venture Agreement, Zhongrong Trust will make the contribution of RMB1,500,000,000 (approximately HK$1,829,268,293) in cash to be used as the registered capital of the JVC. Upon the establishment of the JVC, Zhongrong Trust will own 13.04% of the equity interest in the JVC. Other parties shareholdings in the JVC will range from 0.08% to 13.04%. The amount of capital contributions was determined after arm s length negotiation between the parties to the Joint Venture Agreement with reference to the initial capital requirement of the JVC and the capital contribution intention of the parties. Zhongrong Trust shall, upon obtaining approval from the banking regulatory authorities under the State Council, complete its capital contribution prior to commencement of company registration by the JVC. The above capital investment of RMB1,500,000,000 (approximately HK$1,829,268,293) will be funded by the internal resources of the Group. Upon establishment of the JVC, the JVC will not become a subsidiary of the Company. Conditions Precedent Before each of the following conditions precedent has been fulfilled or waived in writing, the Company shall not have the obligation to perform the Joint Venture Agreement: (a) the approval for establishment of the JVC by the Shareholders of the Company at the SGM pursuant to the requirements of the Listing Rules; and 2

3 (b) the approvals of the relevant regulatory authorities and/or administrative organizations in the PRC of the Joint Venture Agreement having been obtained. Transfer Restriction Any party to the Joint Venture Agreement shall not transfer any part of the equity interest in the JVC held by it within 3 years after the date of establishment of the JVC. Composition of the Board of Directors The board of directors of the JVC shall comprise of no more than 13 directors, including 2 to 3 independent directors. Except for the chairman of the board of directors who shall be recommended by the banking regulatory authorities under the State Council and recorded by the State Council, Zhongrong Trust has the right to nominate 1 director of the JVC. Business scope of the JVC The scope of business of the JVC includes: (1) The commissioned management of insurance funds; (2) Participate in the escrow and liquidation of trust companies; (3) Provision of liquidities supporting to trust companies by way of financing and capital contribution; (4) Acquisition and commissioned operation of fixed assets and trust properties of trust companies, and carry out relevant management, investment and disposition; (5) Issuance of financial bonds, interbank lending and borrowing and financing from other financial institutions; (6) Sales and purchase of government bonds, central bank bonds (notes), financial bonds and money market funds; and (7) Other businesses as approved by the banking regulatory authorities under the State Council. The ultimate business scope shall be subject to the approval from relevant government authorities of the PRC. 3

4 Reasons for and benefits of establishment of the JVC The Group is principally engaged in the manufacture and sale of textile machinery and provision of trust and fiduciary services. In order to implement the strategic directions of the Central Government of the PRC about Improving the market exit mechanism for financial institutions and Protecting the safety, high efficiency and overall stability of the financial market and to establish a long term mechanism to effectively resolve and tackle risks and maintain stable operation of the trust industry. The JVC is established with the aim to prevent, resolve and tackle the risks, maintain stability and procure the development of the trust industry by managing trust portfolio including funds and assets with liquidity risks in Mainland. The Company takes the view that if the JVC is formed, it is expected that there will not be significant impact on the financial results of Zhongrong Trust in short run. The Directors (including the independent non-executive Directors) consider that the investment in the JVC by Zhongrong Trust and the transactions contemplated under the Joint Venture Agreement have been made on normal commercial terms and conditions, and that such terms and conditions are fair and reasonable and are in the interest of the Company and its Shareholders as a whole. Implications under the listing rules As the relevant applicable percentage ratios in respect of the capital contribution of Zhongrong Trust in the JVC exceed 25% but are less than 100%, the establishment of the JVC constitutes a major transaction for the Company under Chapter 14 of the Listing Rules and is subject to the reporting, announcement and shareholders approval requirements under the Listing Rules. Since no Directors have material interests in the Joint Venture Agreement, therefore none of them shall be abstained from voting in the board resolutions concerning the relevant agreement. SGM and Circular The SGM will be convened to consider and, if thought fit, approve the establishment of the JVC. A circular containing further information on the establishment of the JVC, together with the notice of SGM, will be despatched to the Shareholders on or about 15 January 2015, as additional time is expected to be required in preparing the circular due to the review and confirmation by relevant regulatory authorities and/or administrative organizations in the PRC, the Stock Exchange and SFC. Resumption of trading Trading in the shares of the Company on the Stock Exchange has been halted since 9:00 a.m. on Tuesday, 16 December 2014 pending the release of this announcement. The Company has made an application to the Stock Exchange for the resumption of trading with effect from 9:00 a.m. on Wednesday, 17 December

5 This announcement is made by the order of the Company. The Directors of the Board collectively and individually accept responsibility for the accuracy of this announcement. In this announcement, unless otherwise defined, terms used herein shall have the following meanings: Board Company connected person Director(s) Group Hong Kong HK$ JVC Joint Venture Agreement Listing Rules PRC / domestic RMB SFC SGM the board of directors of the Company (Jingwei Textile Machinery Company Limited), a joint stock limited liability company established in the PRC, the domestic shares and H shares of which are listed on the Shenzhen Stock Exchange and the Stock Exchange respectively has the meaning ascribed thereto under the Listing Rules the director(s) of the Company the Company and its subsidiaries the Hong Kong Special Administrative Region of the PRC Hong Kong dollars, the lawful currency of Hong Kong (China Trust Insurance Funds Limited Liability Company), a company to be established in the PRC pursuant to the Joint Venture Agreement the joint venture agreemnet dated 12 December 2014 entered into between the Company and other 13 companies in relation to the formation of the JVC the Rules Governing the Listing of Securities of the Stock Exchange The People s Republic of China and for the sole purpose of this announcement shall exclude Hong Kong, Macau Special Administrative Region and Taiwan Renminbi, the lawful currency of the PRC Securities and Futures Commission the special general meeting of the shareholders to be convened to consider, and if thought fit, approve JVC formation 5

6 Shareholders Stock Exchange Zhongrong Trust the shareholder(s) of the Company The Stock Exchange of Hong Kong Limited (Zhongrong International Trust Co., Ltd.) % Percentage Unless otherwise stated, the conversion of RMB into HK$ is based on the exchange rate of HK$1.00 = RMB0.82. Such conversion should not be construed as a representation that the amount in question has been, could have been or could be converted at any particular rate or at all. Beijing, the PRC, 16 December 2014 By order of the Board Jingwei Textile Machinery Company Limited Ye Maoxin Chairman As at the date of this announcement, the Board comprises Mr. Ye Maoxin, Mr. Wang Jiangan, Mr. Yan Fuquan, Mr. Shi Tinghong, Mr. Yao Yuming, all being executive Directors, and Ms. Chen Jinrong and Ms. An Guojun, all being independent non-executive Directors. This announcement was prepared in Chinese, should there be any discrepancy between the Chinese and English versions, the Chinese version shall prevail. 6