The company and all members of the board of directors warrant that the content of the announcement is true, accurate and complete, and are responsible for any false records, misleading statements or major omissions in the announcement.  
The notice of the 16th meeting of the 5th Board of Directors of Winbond Nutrichem Co., Ltd. (hereinafter referred to as the "Company") was sent out by fax and email on February 9, 2015, and voted by correspondence on the morning of February 12, 2015 All 8 directors participated in the voting. The convening of the meeting complied with the provisions of the Company Law and the Articles of Association, and was legal and valid. The meeting was chaired by Mr. Zhang Songshan, chairman of the board. After careful discussion and research by all the directors present, the meeting reviewed and passed the following resolutions:
I. Deliberation and approval of the "Proposal on Increasing the Company's Registered Capital"
Winbond Nutrichem Co., Ltd. was approved by the China Securities Regulatory Commission "Zheng Jian Xu Ke [2014] No. 1443", and Winbond Nutrichem Co., Ltd. issued shares to five counterparties, including Xiao Jiandong, Dong Xiaoming, Zhang Xibang, Yan Zhigang, and Yao Xiaoyong. The asset work has been completed, and the registration and listing of new shares have also been completed. The company will increase the registered capital of the company by RMB 77,733,235.00 in accordance with the relevant regulations of the "Company Law of the People's Republic of China", "Securities Law of the People's Republic of China", "Measures for the Administration of Securities Issuance of Listed Companies" and "Shenzhen Stock Exchange Listing Rules". On January 5, 2015, Sichuan Huaxin (Group) Accounting Firm (Special General Partnership) issued "Chuanhuaxinyan (2015) No. 01" "Huabang Nutrichem Co., Ltd. issued shares to purchase assets verification report", approved by The institute verified that as of January 4, 2014, the company has increased its share capital by RMB 77,733,235.00, and the company's registered capital has increased by RMB 77,733,235.00 accordingly. Before this change, the company's registered capital was RMB 675,659,919.00. After this change, the company's registered capital was changed to RMB 753,393,154.00. 
The company's general meeting of shareholders is hereby requested to authorize the board of directors to go through the relevant change registration procedures. 
Voting results: 8 votes in favor, 0 votes against, and 0 abstentions, the motion was passed. 
This proposal still needs to be submitted to the company's general meeting of shareholders for deliberation and approval, and must be passed by the general meeting of shareholders in the form of a special resolution to be valid.　　
2. Considered and approved the "Proposal on Amending the Articles of Association"
In view of the change in the company's registered capital, and in order to further standardize and clarify the company's articles of association, it is hereby proposed to amend Article 1.06 of the Articles of Association of Huabang Nutrichem Co., Ltd. as follows:
        Original Terms       Modified Terms
Article 1.06 The registered capital of the company is RMB 675,659,919. The registered capital of the company is RMB 753,393,154.  
The company's general meeting of shareholders is requested to authorize the board of directors to go through the relevant change registration procedures.  
Voting results: 8 votes in favor, 0 votes against, and 0 abstentions. The proposal is approved. This proposal still needs to be submitted to the company's general meeting of shareholders for deliberation and approval, and must be passed by the general meeting of shareholders as a special resolution to be valid.　　
3. Deliberation and approval of the "Proposal on Election of Independent Directors"
After Mr. Wu Bin, the company's independent director, passed away due to illness, the number of members of the company's board of directors was reduced to 8, which was lower than the 9 required in the Articles of Association of Winbond Nutrichem Co., Ltd., and affected the number of independent directors of the company, making the number of independent directors less less than one-third of the board members. Based on the above situation, upon nomination by the company's board of directors, Mr. Wu Wensheng is proposed to be elected as the candidate for the independent director of the fifth session of the board of directors of the company, and the term of office is the same as that of the current board of directors. The candidate's resume is attached. Candidates for independent directors shall be submitted to the general meeting of shareholders for deliberation only after they have been filed and reviewed by the Shenzhen Stock Exchange and have no objection.  
Voting results: 8 votes in favor, 0 votes against, and 0 abstentions, the motion was passed.  
This proposal still needs to be submitted to the company's general meeting of shareholders for consideration and approval.　　
4. Deliberation and approval of the "Proposal on the Issuance of Short-term Financing Bills by the Company"
It is agreed that the company will apply to the National Association of Financial Market Institutional Investors to register and issue short-term financing bills with a scale of not more than RMB 1.6 billion in order to further expand the company's financing channels, optimize the financing structure, reduce financing costs, and enhance the company's capital management flexibility. , to ensure the demand for working capital caused by the growing scale of production and operation. The company will choose one within the validity period of the registration according to the actual capital needs.
Issue short-term financing bills in batches or in installments.  
The "Announcement of Winbond Nutrichem Co., Ltd. on the Issuance of Short-Term Financing Bills" was disclosed on Juchao Information Website (www.cninfo.com.cn), "Securities Times", "China Securities News" and "Shanghai Securities News" on the same day.  
Voting results: 8 votes in favor, 0 votes against, and 0 abstentions, the motion was passed.  
This proposal still needs to be submitted to the company's general meeting of shareholders for consideration and approval.　　
5. The Proposal on Convening the First Extraordinary General Meeting of Shareholders in 2015 was reviewed and approved
The company is scheduled to hold the first extraordinary general meeting of shareholders in 2015 on March 3, 2015, to consider the "Proposal on Increasing the Company's Registered Capital", "Proposal on Amending the Articles of Association", "Proposal on Election of Independent Directors" and "Proposal on Election of Independent Directors". The Company's Proposal for Issuing Short-Term Financing Bills. The general meeting of shareholders was conducted by a combination of on-site voting and online voting.  
"Notice of Winbond Nutrichem Co., Ltd. on Convening the First Extraordinary General Meeting of Shareholders in 2015" was disclosed on Juchao Information Website (www.cninfo.com.cn), Securities Times, China Securities Journal, Shanghai Securities News".  
Voting result: 8 votes in favor, 0 votes against, and 0 abstentions, the motion was approved.  
    Special announcement.　　
                                                 

Winbond Nutrichem Co., Ltd.
                                                         Board of Directors
              February 13, 2015

Attachment 1: Mr. Wu Wensheng's Resume
Mr. Wu Wensheng, Chinese nationality, born in 1967, undergraduate, registered consultant, expert in corporate strategy consulting and regional development strategy, graduated from Peking University in 1989, former research assistant of China Dialectics of Nature Research Association, secretary of the office of China Private Technology Entrepreneurs Association , Editor and reporter of China's private science and technology industry magazine, Assistant Director and Account Director of the Corporate Strategy Research Institute of Great Wall International Advertising Co., Ltd., Deputy Director of the Great Wall Corporate Strategy Research Institute of Chaoyang District, Beijing, Independent Director of Jiasitang Pharmaceutical Co., Ltd., etc. . He is currently an independent director of Chongqing Mei'ansen Technology Co., Ltd., director and deputy director of Beijing Great Wall Enterprise Strategy Research Institute, director and general manager of Beijing Zhizhi Enterprise Management Consulting Co., Ltd., deputy director of the Management Consulting Professional Committee of China Enterprise Confederation, and technology Member of the expert group of the Ministry of Modern Service Industry.
It has no associated relationship with the actual controller of the company, shareholders holding more than 5% of the company's shares, other directors, supervisors, and senior management personnel of the company. As of the disclosure date of the announcement, he has not held any shares in the company and has not been punished by the China Securities Regulatory Commission and other relevant departments or by the stock exchange.