The financial data contained in this announcement in 2014 is only the preliminary accounting data. It has been audited by the internal audit department of the company and audited by an accounting firm, which may differ from the final data disclosed in the annual report. Investors should be advised to pay attention to the risk of investment.

　　 operating performance And financial statements

1. Description of operating conditions

　　報告期內(nèi)，公司實現(xiàn)營業(yè)收入2,269,413,571.49元，營業(yè)利潤162,280,545.20元，利潤總額205,871,024.39元，歸屬于上市公司股東的凈利潤131,160,189.67元，分別較2013年同期增長了12.47%、-25.75%、-12.15%、-18.40%，主要原因是：(1) 受消費市場持續(xù)弱勢影響，公司經(jīng)營總體不理想;(2)主品牌報喜鳥業(yè)務穩(wěn)健發(fā)展;代理品牌HAZZYS快速增長;零售品牌的直營銷售增長較快;(3)為盡快降低庫存、輕裝上陣，零售品牌加大特銷處理力度，導致零售品牌業(yè)務短期毛利率下降;職業(yè)服品牌寶鳥營業(yè)收入與上年相當，但受接單價下降影響，毛利率下降;(4)隨著零售直營業(yè)務的增長，終端費用增加較快;積極優(yōu)化業(yè)務流程，并關閉部分發(fā)展前途不大、潛力較小的業(yè)務，有利于長遠發(fā)展，但導致短期一次性費用增加;電商業(yè)務框架已經(jīng)搭建，進展符合預期，但還處于投入期，短期費用較大;向加盟商收取的資金占 The cost (risk premium) decreased from the same period last year, resulting in an increase in financial costs.

2. Financial statement

At the end of the reporting period, the company was in good financial condition without significant changes.

Description of variance with previous performance estimates

In the third quarter report of 2014, the company disclosed that the net profit attributable to the owners of Listed Companies in the 2014 year is down by 20%-0% over the same period last year. The results disclosed in this performance report are within the scope of pre disclosure, and there is no difference.

　　 Pre Disclosure Notice for capital increase plans

First, Mr. Fang Xiaobo, Secretary of the board of directors and deputy general manager of the company, put forward proposals for the company's 2014 profit distribution and capital reserve fund conversion to capital increase.

In February 26, 2015, Mr. Fang Xiaobo, the Secretary and deputy general manager of the company's board of directors, submitted to the board of directors about the 2014 profit distribution and capital reserve increase of the company. equity In order to fully guarantee the fairness of information disclosure and avoid abnormal fluctuations in stock prices, the proposal for the proposed plan will be announced as follows:

In view of the fact that the company has relatively small capital stock in the same industry, investors have made many requests for expansion of the company's capital stock through telephone exchanges and investor relations interactive platform. In order to further enhance the company's overall competitiveness and share the company's future business results with all shareholders, Fang Xiaobo, the Secretary of the board of directors and deputy general manager of the company, proposed the company's 2014 profit distribution and capital reserve fund conversion plan under the premise of meeting the profit distribution principle: the cash dividend of 0.50 yuan (including tax) should be paid to all shareholders for every 10 shares as at the end of December 31, 2014, and the total share capital of the company will be 586009370 shares. At the same time, 10 shares can be transferred to every shareholder from the capital reserve to 586009370 shares.

Mr. Fang Xiaobo, the Secretary and deputy general manager of the company's board of directors, promised to hold a vote when the company held a relevant shareholders' meeting to consider the profit distribution and capital reserve fund in the 2014 year.

Two, the board of directors for the above 2014 profit distribution and capital reserve fund to increase capital stock plan opinions and confirmation

After receiving the proposal of the above 2014 profit distribution and capital reserve fund conversion plan, the company promptly convened all 7 directors to study the above profit distribution plan on the spot and communication mode, and the directors who participated in the discussion accounted for more than 1/2 of the total number of board members. After discussion and study, a consensus and commitment were reached.

Fang Xiaobo, Secretary of the board of directors and deputy general manager, proposed the 2014 profit distribution and capital reserve fund conversion plan, which is conducive to the company's future business development needs. The above plan is in line with the provisions of the articles of association and the shareholders' return plan for the next three years (2014-2016 years), so as to meet the requirements of the SFC listed company regulation third, cash dividends of listed companies. The above 2014 annual profit distribution and capital reserve fund conversion plan is in line with the plan. company law The relevant provisions in the securities law and the articles of association have legitimacy, compliance and rationality.

The above directors have written commitments to vote in favour of the relevant board of directors when they consider the above 2014 profit distribution and capital reserve fund.

Before the disclosure of the matter, the company strictly controls the scope of insider information insiders, and informs the insiders concerned about the obligation of confidentiality and strictly prohibit insider trading.

Three, risk warning

The 2014 annual profit distribution and capital reserve capital increase plan only represents the personal opinions of the proposer and the participating directors. It is not a resolution of the board of directors. The specific profit distribution plan can only be implemented after deliberation by the board of directors and the general meeting of shareholders. The company's profit distribution and capital reserve fund conversion plan in 2014 will eventually be considered and approved by the board of directors and submitted to the shareholders' meeting for approval.