Shanghai Metersbonwe Apparel Limited By Share Ltd 2010 First Extraordinary Shareholder Meeting Resolution Announcement

Securities code: 002269 securities abbreviation: American bond clothing Announcement No.: G20101116003

　　 Shanghai Metersbonwe apparel Limited by Share Ltd The first provisional shareholders' meeting in 2010 Notice of resolution

All members of the board guarantee the authenticity, accuracy and completeness of the announcement, and are jointly and severally liable for false statements, misleading statements or major omissions of the announcement.

I. meetings and attendance:

Shanghai Metersbonwe apparel Limited by Share Ltd (hereinafter referred to as "company") The first provisional shareholders' meeting in 2010 A notice was issued on October 28, 2010 at 9:30 a.m. on the third floor of No. 800 Cambridge East Road, Pudong New Area, Shanghai. The voting was conducted by on-site voting, online voting and the appointment of independent directors to vote. A total of 40 shareholders and shareholder representatives participated in the voting, representing 918840102 shares of the company, accounting for 91.43% of the total shares of the company: 7 of the shareholders and shareholders represented on the spot, representing 907976759 shares of the company, accounting for 90.35% of the total shares of the company; 33 representatives of shareholders and shareholders represented by the Internet, representing 10863343 shares of the company's shares, accounting for 1.08% of the total shares of the company.

The meeting was convened by the first board of directors of the company, and the Shanghai branch of the Jun He law office hired by the directors, supervisors, senior managers and companies of the company witnessed the presence or attendance of the shareholders' meeting. The meeting was presided over by Mr. Zhou Chengjian, chairman of the company. The convening and convening procedures of the meeting were in accordance with the relevant provisions of the company law and the articles of association.

Two. Proposals for deliberation and voting:

No new proposals were submitted to the shareholders' meeting and no proposals were amended or rejected. The shareholders attending the meeting made serious deliberations on all the bills considered at the meeting. The meeting adopted item by item deliberation, centralized voting and registered ballot. The following motions were adopted. Among them, motions one or two, three and five were subject to vote by 2/3 of the voting rights of shareholders (including shareholders' agents). The bills were four and bills.

Six cumulative voting will be adopted.

1, the motion on "Shanghai Metersbonwe apparel Limited by Share Ltd stock option incentive plan (Draft) revised draft" was deliberated and adopted.

1.1 the basis and scope of the determination of incentive objects.

Agree 918638702 shares, account for 99.98% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; oppose 2800 shares, account for 0.0003% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; 198600 of the shares are discarded, accounting for 0.0216% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of this meeting.

1.2 the source and number of stocks of the incentive plan.

Agree 918638702 shares, account for 99.98% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; oppose 2800 shares, account for 0.0003% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; 198600 of the shares are discarded, accounting for 0.0216% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of this meeting.

1.3 incentive targets and allocation of options.

Agree 918638702 shares, account for 99.98% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; oppose 2800 shares, account for 0.0003% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; 198600 of the shares are discarded, accounting for 0.0216% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of this meeting.

1.4 the validity period, the date of authorization, the date of feasibility and the period of sale of the incentive plan.

Agree 918638702 shares, account for 99.98% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; oppose 2800 shares, account for 0.0003% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; 198600 of the shares are discarded, accounting for 0.0216% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of this meeting.

1.5 the method of determining the exercise price and the exercise price of the stock option.

Agree 918638702 shares, account for 99.98% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; oppose 2800 shares, account for 0.0003% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; 198600 of the shares are discarded, accounting for 0.0216% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of this meeting.

1.6 the conditions and conditions of exercise of stock options.

Agree 918638702 shares, account for 99.98% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; oppose 2800 shares, account for 0.0003% of the total number of valid voting shares held by the shareholders of this meeting (representatives of shareholders); and discard 198600 shares, representing the shares of this meeting.

0.0216% of the total number of valid voting shares held by (shareholders' representatives).

1.7 the adjustment method and procedure of the incentive plan.

Agree 918638702 shares, account for 99.98% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; oppose 2800 shares, account for 0.0003% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; 198600 of the shares are discarded, accounting for 0.0216% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of this meeting.

1.8 equity incentive accounting process.

Agree 918638702 shares, account for 99.98% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; oppose 2800 shares, account for 0.0003% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; 198600 of the shares are discarded, accounting for 0.0216% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of this meeting.

1.9 the company's granting of stock options and procedures for encouraging the exercise of the rights of the object.

Agree 918638702 shares, account for 99.98% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; oppose 2800 shares, account for 0.0003% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; 198600 of the shares are discarded, accounting for 0.0216% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of this meeting.

1.10 "rights and obligations of companies and incentive objects"

Agree 918638702 shares, account for 99.98% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; oppose 2800 shares, account for 0.0003% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; 198600 of the shares are discarded, accounting for 0.0216% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of this meeting. {page_break}

1.11 change and termination of incentive plan

Agree 918638702 shares, account for 99.98% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; oppose 2800 shares, account for 0.0003% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; 198600 of the shares are discarded, accounting for 0.0216% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of this meeting.

[details] see the designated website of Shenzhen Stock Exchange (http://www.cninfo.com.cn). 2, the motion on the relevant matters concerning the company's stock option incentive plan was submitted for approval by the shareholders' meeting.

Agree 918637502 shares, account for 99.98% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; oppose 2800 shares, account for 0.0003% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; 199800 of the shares are discarded, accounting for 0.0217% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of this meeting.

[details are shown on the Shenzhen stock exchange's designated website (http://www.cninfo.com.cn)] 3. Agree 918637502 shares, account for 99.98% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; oppose 2800 shares, account for 0.0003% of the total number of valid voting shares held by the shareholders (shareholder representatives) attending the meeting; abstain from 199800 shares, accounting for 0.0217% of the total number of valid voting shares held by the shareholders (shareholder representatives) of this meeting.

[details are shown on the Shenzhen stock exchange's designated website (http://www.cninfo.com.cn)] 4. A cumulative voting system was adopted to consider the adoption of the motion on the election of the board of directors of the company. 4.1 election of Mr. Zhou Chengjian as director of the second board of directors of the company.

Agree 907972759 shares, accounting for 98.82% of the total number of valid voting shares held by the shareholders (shareholder representatives) of this meeting.

4.2 "the election of Mr. Wang Quangeng as the director of the second board of the board of directors of the company"

Agree 907972759 shares, accounting for 98.82% of the total number of valid voting shares held by the shareholders (shareholder representatives) of this meeting.

4.3 election of Mr. Xu Weidong as director of the second board of directors of the company.

Agree 907972759 shares, accounting for 98.82% of the total number of valid voting shares held by the shareholders (shareholder representatives) of this meeting.

4.4 election of Mr. Zhou Wenwu as director of the second board of directors of the company.

Agree 907972761 shares, accounting for 98.82% of the total number of valid voting shares held by the shareholders (shareholder representatives) of this meeting.

4.5 election of Mr. Wang Shi as director of the second board of directors of the company.

Agree 907972759 shares, accounting for 98.82% of the total number of valid voting shares held by the shareholders (shareholder representatives) of this meeting.

4.6 election of Mr. Niu Gensheng as the second independent director of the company's board of directors.

Agree to 908004759 shares, representing the validity (representation) of the shareholders (shareholders' representatives) attending the meeting.

98.82% of the total number of voting shares.

4.7 election of Mr. Lv Hongbing as the second independent director of the company's board of directors.

Agree 907972759 shares, accounting for 98.82% of the total number of valid voting shares held by the shareholders (shareholder representatives) of this meeting.

4.8 election of Mr. Xue Yunkui as the second independent director of the company's board of directors.

Agree 907972759 shares, accounting for 98.82% of the total number of valid voting shares held by the shareholders (shareholder representatives) of this meeting.

5. The motion on Amending the rules of procedure of the board of directors has been deliberated and adopted.

Agree 918637502 shares, account for 99.98% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; oppose 2800 shares, account for 0.0003% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of the meeting; 199800 of the shares are discarded, accounting for 0.0217% of the total number of valid voting shares held by the shareholders (shareholders' representatives) of this meeting.

6, the cumulative voting system was adopted to deliberate and adopt the motion on the general election of the board of supervisors. 6.1 election of Mr. Tu Ke as the supervisor of the second supervisory board of the company.

Agree 907972759 shares, accounting for 98.82% of the total number of valid voting shares held by the shareholders (shareholder representatives) of this meeting.

Three, lawyer testimony

The shareholders' meeting was appointed by the Shanghai branch of the Jun He law office to witness the scene and issued a legal opinion. The concluding observations were: the convening and convening procedures, the qualification and convener qualification, and the voting procedure of the shareholders' meeting were all in accordance with the relevant laws, regulations and the relevant provisions of the articles of association.

Four. Reference documents

1. The resolution of the first provisional shareholders meeting of the company in 2010;

2. The legal opinions of the Shanghai branch of Jun He law firm on the first provisional shareholders' meeting in 2010.

Notice hereby

Shanghai Metersbonwe apparel Limited by Share Ltd

Board of directors

November 17, 2010