Zhejiang Semir Released The Second Provisional Shareholders Meeting 2012 Resolution Announcement

All members of the company and the board of directors guarantee that the contents of the information disclosure are true, accurate and complete, without false records, misleading statements or major omissions.

I. meetings and attendance

Zhejiang Semir apparel Limited by Share Ltd (hereinafter referred to as "company") held the second extraordinary shareholders meeting in 2012 in the Wenzhou conference room of the company in the morning of August 27, 2012. The meeting was convened on the spot. The notice of the meeting was issued in August 8, 2012. The shareholders and shareholders' agents attending the shareholders' meeting were 8, representing 600000600 of the voting shares of the company, accounting for 89.55% of the total number of voting shares.

The meeting was convened by the board of directors of the company and chaired by Mr. Qiu Guang and chairman of the board. Some directors, supervisors, senior managers and lawyers of Shanghai Ying Ming law firm participated in the meeting. The convening and convening procedure of this conference is consistent with the provisions of the company law of the People's Republic of China and other laws, administrative regulations, departmental rules, normative documents and articles of association.

Two. Motion deliberation and voting.

No new bill was submitted for voting at the shareholders' meeting, nor was there any amendment or negation of the bill. The shareholders attending the meeting carefully considered all the motions of the conference and made the following resolution by way of a ballot.

1. Deliberation and adoption of the motion to amend the profit distribution policy and amend the articles of association.

Voting results: 600000600 shares were agreed, accounting for 100% of the total number of valid voting shares at this meeting, 0 shares against and 0 shares waiver.

2, deliberation and adoption of the company's 2012 -2014 shareholder return plan.

Voting results: 600000600 shares were agreed, accounting for 100% of the total number of valid voting shares at this meeting, 0 shares against and 0 shares waiver.

Three. Legal advice from lawyers

Shanghai Ying Ming law firm appointed Wang Gaoping lawyer and Lu Yi lawyer to witness the company's shareholders' meeting, and issued a legal opinion. The concluding observations of the legal submission are as follows: the convening and holding procedures of the shareholders' meeting, the qualifications of the attendees, the qualifications of the convenor and the voting procedures of the conference are in conformity with the provisions of the company law, the securities law, the rules of shareholders' meeting and the articles of association, and the voting results of this shareholders' meeting are valid and valid.

The full text of the legal submission is detailed in the legal opinion on the second provisional shareholders' meeting of Zhejiang Semir apparel Limited by Share Ltd in 2012, published by www.cninfo.com.cn.

Four. Reference documents

1. The second provisional shareholders meeting resolution of Zhejiang Semir apparel Limited by Share Ltd 2012.

2. The legal opinion on the second extraordinary shareholders meeting of Limited by Share Ltd Semir clothing Limited by Share Ltd in 2012 issued by Ying Ming law firm of Shanghai.

Notice hereby

Zhejiang Semir apparel Limited by Share Ltd

Board of directors

Two O one or two August 28th