Weiqiao Textile : Proposed Declaration of Final Dividends, Proposed Amendments To The Articles of Association, Propose......

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in doubt as to any aspect of this circular, or as to the action to be taken, you should consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Weiqiao Textile Company Limited, you should at once hand this circular together with the enclosed forms of proxy to the purchaser or the transferee or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

魏橋紡織股份有限公司

Weiqiao Textile Company Limited*

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

(Stock Code: 2698)

PROPOSED DECLARATION OF FINAL DIVIDENDS,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, PROPOSED RENEWAL OF GENERAL MANDATE TO ISSUE SHARES, PROPOSED RENEWAL OF GENERAL MANDATE TO REPURCHASE H SHARES, AND

NOTICES OF ANNUAL GENERAL MEETING AND CLASS MEETINGS

A letter from the Board is set out on pages 3 to 9 of this circular.

Notices convening the Annual General Meeting and the Class Meetings to be convened and held at 9:00 a.m. and immediately after the conclusion of the Annual General Meeting on Thursday, 30 May 2019 at the conference hall 401 on the Fourth Floor, Company Office Building, No. 1 Wei Fang Road, Zouping Economic Development Zone, Zouping City, Shandong Province, the People's Republic of China are set out on pages 23 to 37 of this circular. Whether or not you are able to attend the above meetings, you are requested to complete the forms of proxy in accordance with the instructions printed thereon and return them to the Company's branch H Shares registrar, Computershare Hong Kong Investor Services Limited, Rooms 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wan Chai, Hong Kong (for holders of H Shares) or to the office of the secretary to the Board, Room 412, Fourth Floor, Company Office Building, No. 1 Wei Fang Road, Economic Development Zone, Zouping City, Shandong Province, The PRC (for holders of Domestic Shares) as soon as possible and in any event not less than 24 hours before the time for holding the above meetings or the time appointed for taking the poll. Completion and return of the forms of proxy will not preclude you from attending and voting in person at the Annual General Meeting and the Class Meetings or any adjournment thereof if you so wish.

15 April 2019

* For identification purposes only.

		CONTENTS
			Page
Definitions . .	. . .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			3
Introduction		. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Proposed Declaration of Final Dividends . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			4
Proposed Amendments to the Articles of Association . . . . . . . . . . . . . . . . . . . . . . . . . .			4
Proposed Renewal of General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . .			4
Proposed Renewal of General Mandate to Repurchase H Shares . . . . . . . . . . . . . . . . . .			6
Annual General Meeting and Class Meetings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			8
Book Closure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			9
Recommendations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			9
Appendix I	-	Proposed Amendments to the Articles of Association . . . . . . . . . . . . . . . .	10
Appendix II	-	Details on Proposed Mandate to Repurchase H Shares . . . . . . . . . . . . . .	19
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			23
Notice of H Shareholders Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			30
Notice of Domestic Shareholders Class Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .			34

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DEFINITIONS

Unless the context requires otherwise, the following expressions shall have the following meanings in this circular:

"Annual General Meeting"	the Annual General Meeting of the Company to be held at 9:00
	a.m. on Thursday, 30 May 2019 at the conference hall 401 on the
	Fourth Floor, Company Office Building, No. 1 Wei Fang Road,
	Zouping Economic Development Zone, Zouping City, Shandong
	Province, the PRC
"Articles of Association"	the articles of association of the Company, as amended, modified or
	otherwise supplemented from time to time
"Board"	the board of Directors
"Class Meetings"	the class meeting for holders of H Shares to be held immediately
	after the conclusion of the Annual General Meeting and the class
	meeting for holders of Domestic Shares to be held immediately
	after the conclusion of the said class meeting for holders of H
	Shares, the respective notices of which or any adjournment thereof
	respectively are set out on pages 30 to 37 of this circular
"Company"	魏橋紡織股份有限公司 (Weiqiao Textile Company Limited)
"CSRC"	China Securities Regulatory Commission
"Company Law"	the Company Law of the PRC
"Director(s)"	the director(s) of the Company
"Domestic Shares"	domestic shares in the ordinary share capital of the Company, with
	a nominal value of RMB1.00 each, which are subscribed for in
	RMB
"Group"	the Company and its subsidiaries
"H Shares"	overseas listed foreign shares in the ordinary share capital of the
	Company, with a nominal value of RMB1.00 each, which are listed
	on the Stock Exchange
"Hong Kong"	Hong Kong Special Administrative Region of the PRC
"Latest Practicable Date"	8 April 2019, being the latest practicable date prior to the printing
	of this circular for ascertaining certain information contained herein
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock
	Exchange

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	DEFINITIONS
"Mandatory Provisions"	《到境外上市公司章程必備條款》(the Mandatory Provisions for
	the Articles of Association of the Companies to be Listed Overseas)
	issued on 27 August 1994 by the State Council Securities Policy
	Committee and the State Commission for Restructuring the
	Economic System of the PRC
"PRC"	People's Republic of China (excluding, for the purpose of this
	circular, Hong Kong, the Macau Special Administrative Region and
	Taiwan)
"Proposed Amendments"	the proposed amendments to the Articles of Association as set out
	in this circular
"Repurchase Mandate"	subject to the conditions set out in the proposed resolution
	approving the repurchase mandate at the Annual General Meeting
	and the Class Meetings, the general mandate to be granted to the
	Board to exercise the power of the Company to repurchase H
	Shares with an aggregate nominal amount not exceeding 10% of the
	aggregate nominal amount of H Shares in issue of the Company as
	at the date of the passing of the relevant resolution as set out in the
	notices of the Annual General Meeting and the Class Meetings
"RMB"	Renminbi, the lawful currency of the PRC
"SAFE"	State Administration of Foreign Exchange of the PRC and its
	competent local branches
"SFO"	Securities and Futures Ordinance (Chapter 571 of the Laws of
	Hong Kong)
"Share(s)"	include Domestic Shares and H Shares
"Shareholder(s)"	registered holder(s) of the shares of the Company
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"Takeovers Code"	The Hong Kong Code on Takeovers and Mergers
"%"	per cent.

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LETTER FROM THE BOARD

魏橋紡織股份有限公司

Weiqiao Textile Company Limited*

(a joint stock limited company incorporated in the People's Republic of China with limited liability)

	(Stock Code: 2698)
Executive Directors:	Registered Office:
Zhang Hongxia (Chairman)	No. 34 Qidong Road
Zhang Yanhong	Weiqiao Town
Zhao Suwen	Zouping City
Zhang Jinglei	Shandong Province
	The PRC
Non-executive Directors:
Zhang Shiping	Principal Place of Business in the PRC:
Zhao Suhua	No. 1, Wei Fang Road
	Zouping Economic Development Zone
Independent Non-executive Directors:	Zouping City
George Chan Wing Yau	Shandong Province
Chen Shuwen	The PRC
Liu Yanzhao
	Principal Place of Business in Hong Kong:
	Suite 5109
	The Center, 99th Queen's Road Central
	Central
	Hong Kong
To the Shareholders
Dear Sir/Madam,

PROPOSED DECLARATION OF FINAL DIVIDENDS,

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION, PROPOSED RENEWAL OF GENERAL MANDATE TO ISSUE SHARES, PROPOSED RENEWAL OF GENERAL MANDATE TO REPURCHASE H SHARES, AND

NOTICES OF ANNUAL GENERAL MEETING AND CLASS MEETINGS

* For identification purposes only

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