Zhejiang Bulletin Bird Dress Limited By Share Ltd Announcement

Stock Code: 002154 securities short: Bulletin bird bulletin number: 2011 - 001

　　 Zhejiang wedding bird clothing shares Limited company

　　 Announcement of the ninth meeting of the Fourth Board of directors

The company and all directors, supervisors and senior managers guarantee the authenticity, accuracy and completeness of the announcement, and assume responsibility for false records, misleading statements or major omissions in the announcement.

The Zhejiang wedding bird clothing Limited by Share Ltd (hereinafter referred to as the "company") issued a notice of the ninth meeting of the Fourth Board of directors in the form of special delivery and mail in January 7, 2011. The meeting was convened in the third conference room of the company in January 12, 2011 on the spot plus communication mode. It should attend 9 directors and attend 9 directors. The convening, convening procedures and the number of directors attending meetings shall be in conformity with the relevant provisions of the state laws, regulations, rules and articles of association, and so on, which are lawful and effective. Members of the board of supervisors and senior management attended the meeting.

The meeting was chaired by Mr. Zhou Xinzhong, chairman of the company.

The following resolutions were taken by the directors attending the meeting:

1. The motion on the acquisition of 19% equity of Shanghai name Europe Clothing Co., Ltd. was deliberated and adopted.

Voting results: 9 votes were agreed, 0 against and 0 for abstention.

For details, see the securities times January 12, 2011 and the Shenzhen stock exchange's designated information disclosure website www.cninfo.com.cn.

Notice hereby.

Zhejiang wedding bird clothing Limited by Share Ltd

Board of directors

January 12, 2011

Securities code: 002154 Securities for short: News bird bulletin number: 2011 - 002

Zhejiang newspaper bird clothing Limited by Share Ltd

Outward Investment Announcement

The company and all directors, supervisors and senior managers guarantee the authenticity, accuracy and completeness of the announcement, and assume responsibility for false records, misleading statements or major omissions in the announcement.

I. overview of foreign investment

In January 12, 2011, the ninth meeting of the Fourth Board of directors of the Zhejiang wedding bird clothing Limited by Share Ltd (hereinafter referred to as the "company") passed the "motion on the acquisition of 19% equity of Shanghai famous Garments Co., Ltd." with the approval of 9 votes, 0 abstentions and 0 votes. The meeting was based on the net assets of November 30, 2010 determined by the November 30, 2010 2 (2010) 1080th audit report issued by the Shanghai Consulting Company Limited, which was approved by the company.

The foreign investment shall not be submitted to the shareholders' meeting for voting within the scope of deliberation of the board of directors prescribed in the articles of association. The foreign investment does not constitute related spanactions, nor does it constitute a major asset reorganization.

Two, counterparty introduction

The spanferor is Mr. Wu Baoshan and Mr. Ge Jinhuan, both natural persons and Chinese nationality.

Mr. Wu Baoshan spanferred all 3 million 328 thousand shares held by him, and Mr. Ge Jinhuan spanferred 472 thousand shares of the 2 million 560 thousand shareholding shares to the company, totaling 3 million 800 thousand shares, accounting for 19% of the total share capital of the famous European clothing.

Three, the basic situation of investment targets

Company name: Shanghai name Europe Garments Co., Ltd.

Registered address: 2 D, No. 999 Zhuan Xing Road, Zhuan Qiao Town, Minhang District, Shanghai.

Registered capital: RMB 20 million yuan.

Registration number: 310112000830436

Legal representative: Xiang Zongen

Business scope: production of clothing, sales of clothing shoes and hats, leather products, daily necessities, hardware products, engaged in import and export of goods and technologies. Investment management, business consulting, market information consultation and investigation (consulting projects except economy) (involving administrative licensing, with license management).

Former shareholders: Mr. Wu Baoshan invested 3 million 328 thousand yuan, accounting for 16.64% of the total registered capital; Mr. Xiang Zongen invested 5 million yuan, accounting for 25% of the total registered capital; Mr. Zhuang Qiang invested 2 million 200 thousand yuan, accounting for 11% of the total registered capital; Mr. Wu Peisheng contributed 3 million 686 thousand and 400 yuan, accounting for 18.432% of the total registered capital; Ge Jinhuan invested 2 million 560 thousand yuan, accounting for 12.8% of the total registered capital; Chen Dingdi invested $28 million, accounting for the total registered capital; Zheng Jianxin invested $8 million, accounting for the total registered capital.

The name Europe clothing was established in May 2008, mainly engaged in the development and sale of the brand clothing of "FRANISTION (flange & amp; s)", with more than 500 employees, and established a perfect organization structure and sales management system. The brand of flangs, which is operated by the famous European clothing, is a medium and high-end fashion business leisure brand. The 30-45 year old white-collar is a consumer group, adhering to the product style of "enjoying the journey". The products include men's high-end leisure suits, shirts, jackets, coats, T-Shirts, jeans, casual pants, etc. the brand development goal is to lead the fashion trend and become the top fashion business casual men's wear brand. At present, there are more than 140 outlets in the country, distributed in the southwest, northeast, North China, East China, central and southern China. The main markets are concentrated in the southwest and Jiangsu. There are more than 90 outlets in all sales channels, all of which are direct battalions. The main shopping centers are Beijing Jin Yuan Yansha, Beijing generation, Shenyang Zhuo exhibition, Changchun Zhuo exhibition, Chengdu Wangfujing, Jiangsu Golden Eagle system, Shandong Ginza system, Chongqing new century system and so on.

In 2011, the famous European costumes will increase market expansion and increase the number of outlets to about 180. At the same time, we should strengthen meticulous management, strive to increase sales of single stores, and strive to achieve sustained profitability.

According to the audit report of 2 (2010) 1080th and the 2 (2010) 1081st audit report issued by Shanghai consulting firm, the basic financial situation of the famous European clothing is as follows:

November 30, 2010

December 31, 2009

Total assets

Sixty-three million two hundred and twenty-eight thousand five hundred and eighty-six point three two

Thirty million two hundred and thirty thousand six hundred and eighty-four point four four

Total liabilities

Fifty-six million fifty-five thousand three hundred and ninety-nine point five two

Twenty-six million nine hundred and sixty-two thousand two hundred and twenty-nine point nine one

Net assets

Seven million one hundred and seventy-three thousand one hundred and eighty-six point eight zero

Three million two hundred and sixty-eight thousand four hundred and fifty-four point five three

2010 (1-11)

2009

Total operating income

Sixty-seven million four hundred and ninety thousand eight hundred and forty-nine point eight three

Sixty million five hundred and seventy-nine thousand seven hundred and ninety-nine point zero seven

Total operating cost

Sixty-three million four hundred and twenty-eight thousand eight hundred and eighteen point zero eight

Seventy million one hundred and eighty-six thousand one hundred and forty-one point seven eight

Net profit

Three million nine hundred and four thousand seven hundred and thirty-two point two seven

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Four. Other arrangements for this spanaction.

The board of directors of Licensing companies is responsible for signing relevant equity purchase agreements and handling industrial and commercial registration.

The company's 19% stake in European apparel is a financial investment and will not be designated as directors, supervisors and senior executives of famous European clothing.

After November 30, 2010, the profit before the completion of the registration of industrial and commercial change is owned by the company.

The acquisition is funded by the company's own funds.

Five. The purpose, risks and impact of the investment.

The famous European clothing is mainly engaged in the research and development of "FRANISTION (Franz, ton)" brand clothing, and has a rich, experienced and experienced brand apparel operation management team. It has established a brand marketing mode combining franchise with self operated network. Currently, there are more than 140 outlets in the country, most of which are directly located in the middle and high-end shopping malls. The company has acquired 19% stake in the famous European clothing.

1, the brand of Franz, which is operated by famous European clothing, belongs to the field of men's fashion and leisure.

2, although European clothing did not become profitable until 2010, after several years of operation, the famous European clothing has already had a certain brand influence. Especially with the expansion of sales scale, the profitability of the channel will gradually increase, and in the long run, it will form a new profit growth point for the company.

3, the famous European clothing has more than 90 direct middle and high-end shopping mall channels, and the shopping malls are experienced in operation, which is worth learning from and learning from the company.

In order to further implement the multi brand development strategy, Future Ltd will not exclude increasing the shareholding ratio of famous European apparel at the right time and at the right price.

Because casual wear is a fashionable product, with fast updating of styles and fierce competition of brands, the competition of famous European clothing may decrease, so that the investment return of the company is not ideal enough. In addition, the company does not participate in the management and operation of the famous European clothing, and can not carry out the operation process monitoring.

Six. Reference documents

1, resolution of the ninth session of the Fourth Board of directors of the company;

2. The report of 2 (2010) 1080th and the 2 (2010) 1801st of the Advisory Committee of the Shanghai Advisory Committee on accountants.

Notice hereby.

Zhejiang wedding bird clothing Limited by Share Ltd

Board of directors

January 12, 2011