The Sixth Meeting Of The Fifth China Garment Limited By Share Ltd

Stock abbreviation: "

Stock Code: 000902 announcement number: 2012-025

The sixth meeting of the Fifth Board of directors of China Fashion Limited by Share Ltd announced:

All members of the company and the board of Directors ensure that the contents of the announcement are true, accurate and complete, without false records, misleading statements or major omissions.

The notice of the sixth meeting of the Fifth Board of directors of China garment Limited by Share Ltd was issued in written and e-mail in August 6, 2012. The meeting was held in Beijing in August 23, 2012.

There should be 9 directors and 9 people in attendance. Qiao Yu, Ying Jie, Pan Zhongxiang, Yang Canlong, Shi Jian, Zhang Weiliang, Wang Yi, Qi Yudong, Yu Shiquan, members of the board of supervisors and senior management attended the meeting in person. The meeting was in accordance with the provisions of the company law and the articles of association.

The meeting was presided over by Mr. Qiao Yu, chairman of the meeting.

The meeting considered and adopted the following resolution:

I. The adoption of the semi annual report of China clothing Limited by Share Ltd in 2012.

After deliberation, 9 directors approved the motion by 9 votes, 0 votes against and 0 abstentions.

Two, the bill on foreign investment of subsidiaries was deliberated and adopted.

The company agreed to invest 2970 US dollars in the Sino spinning joint Limited by Share Ltd (hereinafter referred to as "China Textile union"), and set up the SINOTEX ZIMBABWE (PRIVATE) LIMITED in Harare, capital of Zimbabwe, with a registered capital of 3000 US dollars and a 99% stake in the China spinning alliance, which has 1 million US dollars in operating capital. "ZIMBABWE"

After deliberation, 9 directors approved the motion by 9 votes, 0 votes against and 0 abstentions.

Three, the motion on Amending the articles of association was deliberated and adopted.

According to the company's business needs, the company's articles of association shall be amended as follows:

Second chapter thirteenth

Originally:

Approved by the company registration authority, the company's business scope is:

Permitted business item: wholesale (non physical) pre packaged food.

General business items:

The production and sale of leather goods, clothing, clothing, shoes and caps; the sale of sheepskin, wool, wool yarn, raw material, accessories, dyestuff, cotton, cotton yarn, textile and garment production equipment and spare parts, instruments and meters; related technology development, technology pfer; design and product exhibition, domestic exhibition exhibition; clothing and clothing culture exchange; related information services; import and export business; organizing member enterprises to participate in international commodity exhibition; private housing rental; cultural and office supplies, arts and crafts, building materials, general merchandise, primary agricultural products, feed, stone, timber, hardware, electricity, auto parts, packaging materials, interior decoration materials sales; real estate development and operation; property management; warehousing services., knitwear, leather and

Revised to:

Approved by the company registration authority, the company's business scope is:

Permitted business item: wholesale (non physical) pre packaged food.

Sales; sales of sheepskin, wool, wool yarn, raw materials, accessories, dyestuff, cotton and cotton yarn, textile and garment production equipment and spare parts, instrument and meter; related technology development, technology pfer, design and product exhibition, domestic exhibition exhibition; clothing and clothing culture exchange; related information services; import and export business; organizing member enterprises to participate in international commodity exhibition; private housing rental; cultural and office supplies, arts and crafts, building materials, daily necessities, primary agricultural products, feed, stone, timber, hardware, electricity, automobile parts, packaging materials, interior decoration materials sales; ore, mineral powder and non-ferrous metal sales; real estate development and operation; property management; warehouse storage services. General business items: textiles, knitwear, leather and leather goods, clothing, clothing, shoes and hats production,

After deliberation, 9 directors approved the motion by 9 votes, 0 votes against and 0 abstentions.

Four, the bill on the fourth provisional shareholders' meeting held in 2012 was deliberated and adopted.

It is scheduled to convene the fourth provisional shareholders' meeting of 2012 in September 11, 2012 at 9 a.m. to consider the third bills mentioned above.

After deliberation, 9 directors approved the motion by 9 votes, 0 votes against and 0 abstentions.

This is hereby announced.

China garment Limited by Share Ltd board of directors

August 23, 2012

Stock abbreviation: "Chinese clothing" Stock Code: 000902 announcement number: 2012-026

China apparel Limited by Share Ltd

Announcement on foreign investment of subsidiaries

All members of the company and the board of directors guarantee the authenticity, accuracy and completeness of the information disclosure. There is no false record, misleading statement or major omission.

An overview of foreign investment

1, the basic situation of foreign investment.

China Textile Alliance Limited by Share Ltd (hereinafter referred to as "China Textile Alliance"), which is a subsidiary of the company, intends to invest 2970 US dollars to set up China Textile Alliance Zimbabwe limited.

In 2 and August 23, 2012, at the sixth session of the Fifth Board of directors, the motion on foreign investment of subsidiaries was deliberated and approved, including 9 votes, 0 votes and 0 votes abstention.

The foreign investment shall not be submitted to the shareholders' meeting for consideration.

3, the foreign investment does not constitute related pactions, nor constitutes a major asset restructuring of listed companies' major asset restructuring management regulations.

Two, counterparty introduction

Jonas Chindanya: Zimbabwe

(COTTCO) director and director of operations, who has more than 20 years of practical experience in the cotton industry in Zimbabwe, is one of the members of the ZANU-PF Supervision Committee of the ruling party.

Three, the basic situation of investment targets

1. Mode of contribution:

China Textile Federation intends to invest 2970 US dollars, and the mode of investment is cash, with a shareholding ratio of 99%.

Jonas Chindanya intends to invest 30 US dollars in cash, with a shareholding ratio of 1%.

All sources of funds are invested by their own funds.

Unit: US dollar

2. The basic situation of the underlying company:

Company name: China Textile Alliance Zimbabwe Co., Ltd. [SINOTEX ZIMBABWE (PRIVATE) LIMITED]

Nature of enterprise: overseas joint venture company

Registered address: Harare, capital of Zimbabwe (HARARE)

Registered capital: $3000

Scope: acquisition and sale of cotton.

Corporate Governance: the company has a board of directors consisting of 4 directors, and the China Textile Federation has appointed 3.

The board of directors has 1 Chairman.

Four. The purpose, risks and influence of foreign investment.

The joint venture project is an agricultural project actively encouraged and supported by the two governments. The production and supply of textile raw materials conform to the development plan of the main trade of the textile industry and support the development of textile processing and trade of China Textile Corporation.

The international cotton market has fluctuated greatly. In the long run, the international cotton price is still higher than its cost price. In addition, the good relations between China and Zimbabwe and the cotton resources with superior cotton have laid the foundation of cooperation for this project.

The project investment of the cotton joint venture company is basically working capital, and the cotton resources are refunded through international trade means. Therefore, the withdrawal of capital is easier and the exit risk is relatively small.

After entering the acquisition period, the project needs 1 million dollars in operating capital.

The Zimbabwe project is the foundation and tentacles for the development of African business in China Textile Alliance. Through the implementation of this project, it will promote the import and export business of mechanical and electrical products and textiles.

China garment Limited by Share Ltd board of directors

August 23, 2012

Stock abbreviation: "Chinese clothing" Stock Code: 000902 announcement number: 2012-027

China clothing Limited by Share Ltd

Notice of the fourth extraordinary general meeting in 2012

All members of the company and the board of directors guarantee the authenticity, accuracy and completeness of the information disclosure. There is no false record, misleading statement or major omission.

The sixth meeting of the Fifth Board of directors of China garment Limited by Share Ltd (hereinafter referred to as the "company") decided to convene the fourth provisional shareholders meeting of the company in September 11, 2012, and the following details were announced as follows: 2012

(1) the basic situation of convening a meeting

1, holding time: 9 a.m. on September 11, 2012

2, venue: 17 storey meeting room, Zhejiang building 26, three District, anzhen Xi Li, Chaoyang District, Beijing.

3. Convenor: Board of directors of the company

4, the convening method: on-site voting.

5. Participants:

(1) directors, supervisors and senior managers of the company;

(2) lawyers employed by the company;

(3) as of the end of the afternoon of September 7, 2012, all shareholders of the company registered in the Shenzhen branch of China Securities Depository and Clearing Co., Ltd. and handled the registration procedures of the meeting, and the shareholders may appoint an agent to attend the meeting and vote.

(two) conference deliberations

Motion on Amending the articles of association.

Details of the motion will be published on the same day in the China Securities Daily, the Shanghai Securities Journal, the securities times, and the "fifth meeting of the Limited by Share Ltd of China's clothing industry," the sixth meeting resolution announcement.

(three) registration of meetings:

State owned legal person shares and legal person share holders register with shareholders' account cards, unit certificates or legal persons' entrustment letters and the ID cards of the participants. Individual shareholders register with shareholders' account cards and ID cards; the principal agent shall hold his identity card, letter of attorney, trustee's identity card and client's shareholder account card, and register at the company's capital operation Department at 8:30-12:00 a.m., 13:00-16:30 p.m. on September 10, 2012.