About The Latest Resolution Of Shareholders Meeting Of Wedding Bird Clothing Co., Ltd.

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.

Zhejiang wedding bird [0.00 0% shares bar Research Report] apparel Limited by Share Ltd (hereinafter referred to as "company") 2011 The general meeting of shareholders At 13:30 p.m. on May 8, 2012, the administrative office building of the wedding bird bird Industrial Zone in the town of Yongjia, Zhejiang, was held on the spot. There were 5 shareholders attending the meeting, or 270157559 of the shares held by the principal agent, accounting for 45.50% of the total shares of the company.

The meeting was convened by the board of directors of the company. Mr. Zhou Xinzhong, chairman of the board, attended the meeting. The directors, supervisors and senior management of the company attended the meeting. Guo Hao lawyer (Shanghai) office appointed Da Jian lawyer and Yue Yongping lawyer to attend the shareholders' meeting to witness, and issued a legal opinion. The convening, holding and voting procedures of meetings are in conformity with the relevant provisions of the company law and the articles of association.

Two. Proposals for consideration

There was no resolution in the shareholders' meeting, no amendments were made and no new motion was put to the vote. The General Assembly considered the motions one by one in accordance with the agenda of the session, and voted on the spot by ballot. The results of the deliberations were as follows:

(1) the report on the work of the board of directors of the company in 2011 is deliberated and adopted.

The number of shareholders represented by this motion is 270157559 shares, of which 270157559 shares are agreed, accounting for 100% of the total number of voting shares attended by this general meeting, 0 against the vote and 0 with abstention votes.

(two) the report on the work of the supervisory board of the 2011 company was deliberated and adopted.

The number of shareholders represented by this motion is 270157559 shares, of which 270157559 shares are agreed, accounting for 100% of the total number of voting shares attended by this general meeting, 0 against the vote and 0 with abstention votes.

(three) consideration and adoption of the company's 2011 financial statements report.

The number of shareholders represented by this motion is 270157559 shares, of which 270157559 shares are agreed, accounting for 100% of the total number of voting shares attended by this general meeting, 0 against the vote and 0 with abstention votes.

(four) passed the "profit distribution plan for the 2011 year" of the company.

Audited by Lixin Accounting firm limited, the company achieved a net profit of 373626863.63 yuan in 2011, and a statutory surplus of 37362686.36 yuan was drawn at 10%. The undistributed profit at the beginning of the year was 491400278.15 yuan, with a dividend of 58749504.80 yuan allocated for the 2010 year. The profit allocated to shareholders is 768914950.62 yuan this year.

The company intends to distribute a cash dividend of 1.5 yuan (including tax) to all shareholders every 10 shares based on the latest audited total share capital of 593815328 shares. The common profit is 89072299.20 yuan, and the remaining undistributed profit is 679842651.42 yuan, which will be transferred to the next year.

The number of shareholders represented by this motion is 270157559 shares, of which 270157559 shares are agreed, accounting for 100% of the total number of voting shares attended by this general meeting, 0 against the vote and 0 with abstention votes.

(five) the 2011 Annual Report of the company and its summary were deliberated and adopted.

The number of shareholders represented by this motion is 270157559 shares, of which 270157559 shares are agreed, accounting for 100% of the total number of voting shares attended by this general meeting, 0 against the vote and 0 with abstention votes.

(six) the motion on reappointment of Lixin Accounting firm (special general partnership) as a company's financial audit institution has been deliberated and adopted.

In view of Li Xin accounting firm (special general partnership) as a company audited by the company from 2003 to 2010, it is diligent and conscientious in auditing work, and insists on a fair and objective attitude to conduct independent auditing. It is an experienced audit team with good reputation and good reputation. Based on the proposal of the board of directors of the board of directors of the company, it is proposed to renew the Lixin Accounting firm (special general partnership) as a company audit institution for a term of one year.

The number of shareholders represented by this motion is 270157559 shares, of which 270157559 shares are agreed, accounting for 100% of the total number of voting shares attended by this general meeting, 0 against the vote and 0 with abstention votes.

(seven) the motion on daily related transactions was deliberated and adopted.

Associated shareholders attending the meeting Wedding bird Costume The group and Wu Zhize avoided voting.

The number of shareholders represented by this motion is 5034653 shares, of which 5034653 shares are agreed, accounting for 100% of the total number of voting shares in this general meeting, 0 votes against the table and 0 shares of abstention.

(eight) the bill on loan guarantees for some subordinate subsidiaries was deliberated and adopted.

The number of shareholders represented by this motion is 270157559 shares, of which 270157559 shares are agreed, accounting for 100% of the total number of voting shares attended by this general meeting, 0 against the vote and 0 with abstention votes.

(nine) the plan for the implementation of the award fund has been deliberated and adopted.

Zhou Xinzhong and Fang Xiaobo, who were present at the meeting, avoided voting.

The number of shareholders represented by this motion is 265163009 shares, of which 265163009 shares are agreed, accounting for 100% of the total number of voting shares in this general meeting, 0 votes against the table and 0 shares of abstention.

(ten) the motion on adjusting the amount of external financial assistance to stabilize and expand the marketing network has been deliberated and adopted.

The number of shareholders represented by this motion is 270157559 shares, of which 270157559 shares are agreed, accounting for 100% of the total number of voting shares attended by this general meeting, 0 against the vote and 0 with abstention votes.

Three. The situation of independent directors' reporting

At this shareholders' meeting, Mr. Liu Bin, an independent director of the company, attended and made a report on duty in person. MS Ning yping and Ms. Zheng could not attend in person because of their work reasons, and entrusted an independent director, Liu Bin, to take up their duties. The briefing report introduced the independent opinions on the number of independent directors attending the board of directors, the number of shareholders' meetings and the voting situation in 2011, and the work done to protect the legitimate rights and interests of the public shareholders. The independent director's 2011 Annual Report.

Four. Legal advice from lawyers

Guo Hao lawyer (Shanghai) office appointed lawyers to attend the shareholders' meeting to witness and issue legal opinions. He held that the convening and convening procedures of the company's shareholders' meeting were in conformity with the provisions of laws, administrative regulations and the articles of association. The qualifications of the convenor and the persons attending the meeting were legitimate and effective, and the voting procedures were in conformity with the provisions of the articles of association, and the voting results were lawful and effective.

Five. Reference documents

1, the company's 2011 annual general meeting resolution;

2. Guo Hao lawyer (Shanghai) company's legal opinion on the company's 2011 Annual General Meeting.

Notice hereby.

Zhejiang wedding bird clothing Limited by Share Ltd board of directors

May 9, 2012