The Independent Director Of Zhejiang Semir Apparel Limited By Share Ltd Adjusts The Preliminary Opinions Of Senior Management.

Zhejiang Semir apparel [27.62 -2.40% stock bar Research Report] Limited by Share Ltd

Independent directors' opinions on adjusting senior management

　　 Zhejiang Semir apparel Limited by Share Ltd (hereinafter referred to as the "company") convened the twenty-second meeting of the second board of directors in June 4, 2012, and deliberated the adoption of the motion for the adjustment of senior management, and agreed that Mr. Qiu Qiang, director of the board, would no longer continue to serve as the president of the company and the general manager of Semir department. We agreed that Mr. Zhou Pingfan will no longer continue to serve as vice chairman of the company, and become the director of the company, President and general manager of Semir division, until the expiration date of the current board of directors of the company.

After verification, we issued independent opinions on the current adjustment of senior management by the board of directors.

1, this adjustment department is adjusted according to the needs of operation management and multi brand development. After the adjustment is completed, it will be more conducive to the implementation of the company's future business strategy and the continuous exploration of multi brand development ideas.

2. Board selection Qiu Qiang The nomination, deliberation and voting procedures of Mr. vice chairman of the company are in conformity with the relevant provisions of the company law and the articles of association and the intention of all members of the board. After verification, Mr. Qiu Jianqiang did not exist the Prohibition Act stipulated in the company law and the situation punished by the China Securities Regulatory Commission, which is competent for the duties of vice chairman and has the ability and conditions to perform corresponding duties.

3. The appointment, deliberation and voting procedure of Mr. Zhou Pingfan as president of the board of directors is in line with the relevant provisions of the company law and the articles of association and the intention of all members of the board. After verification, Mr. Zhou Pingfan did not exist the Prohibition Act stipulated in the company law and the situation punished by the China Securities Regulatory Commission, which is competent for the position of president and has the ability and conditions to perform corresponding duties.

4, the board of directors has been legally and effectively adjusted, and has agreed to replace Mr. Qiu Jianqiang as vice chairman of the company and become Mr. Zhou Pingfan as president of the company and general manager of Semir division. The current board members have not changed before and after this adjustment.

Independent directors: Xie, Bao, Chen Jin, Wu Zheng and Guo Jiannan

Two O one or two June 4th