Announcement on Resolutions of Third Interval Meeting of 7th Board of Directors


The Company?s board of directors and all directors guarantee the announced information does not contain any false record, misleading statement or significant omission and are willing to bear joint responsibility for the authenticity, accuracy and completeness of the information announced. On June 14, 2012, Shanghai Sanmao Enterprise (Group) Co., Ltd. issued the notice in writing on the convening of the 2012 third interval meeting of the 7th Board of Directors to all directors. On June 20, 2012, the Company held the meeting by means of correspondence. Nine voting directors should attend the meeting, and all nine directors actually voted at the meeting, which complies with the relevant provisions of Company Law and Articles of Association, and the resolutions made by this meeting are legitimate and valid. The meeting reviewed and passed the following proposals: I. Proposal for Buyback of Additional Area of Partial Real Estate Property of Fisherman?s Wharf Phase II According to the Cooperation Agreement established between Shanghai Sanmao Real Estate Co., Ltd., a subsidiary of Shanghai Sanmao Enterprise (Group) Co., Ltd. (hereinafter referred to as "Shanghai Sanmao Group?), and Shanghai Runyu Property Co., Ltd., Shanghai Jiangtao Real Estate Co., Ltd. on March 9th, 2011, involving the Fisherman's Wharf Phase II project under construction, Shanghai Runyu Property Co., Ltd. has obtained pre-sale license for the merchant housing of the Fisherman's Wharf Phase II project (coded Yangpu Fangguan 2012 Yuzi No. 00194) on May 25, 2012, and thus Shanghai Sanmao Group already has been qualified for the buyback of the concerned merchant housing property. In accordance with authorization from the board and the general shareholders? meeting, the management has decided to exercise the buyback right. Considering it that the floor area of the property to buyback amounts to 3971 square meters (subject to finalized measurement), which exceeds the authorized buyback floor area of 3500 square meters. As of now, the board?s meeting has agreed to exercise buyback of the exceeded 417 square meters of property (subject to final actual measurement), at the total price of 12.51 million yuan; and it has also agreed to apply for bank loans for the said buyback and the purchase of new property by means of corporate legal entity mortgaging. The loan amount to apply for sets at 50% of the total buyback price (about 60 million yuan). It authorizes the management for the concrete fulfillment. Voting result: 9 votes in favor; 0 vote against; 0 vote abstained II. Proposal for Subsidiary Continues to Apply for Bank Line of Credit by Means of Credit Guaranty (to be announced separately) To ensure demand for operating fund, it is decided that Shanghai Yi Top Textile Co., Ltd. (a subsidiary of the Company) continue to provide credit guaranty for the Company to apply for a line of credit of 20 million yuan to Hangzhou Bank Shanghai Yangpu Branch, period being one year starting from contract validity day. Voting result: 9 votes in favor; 0 vote against; 0 vote abstained