The following discussion and analysis of our financial condition and results of
operations for the year ended December 31, 2019 should be read in conjunction
with the Financial Statements and corresponding notes included in this annual
Report on Form 10-K. Our discussion includes forward-looking statements based
upon current expectations that involve risks and uncertainties, such as our
plans, objectives, expectations, and intentions. Actual results and the timing
of events could differ materially from those anticipated in these
forward-looking statements as a result of a number of factors, including those
set forth under the Risk Factors and Special Note Regarding Forward-Looking
Statements in this report. We use words such as "anticipate," "estimate,"
"plan," "project," "continuing," "ongoing," "expect," "believe," "intend,"
"may," "will," "should," "could," "target", "forecast" and similar expressions
to identify forward-looking statements.



Overview



Our Business


We are a retailer of branded fashion apparel and leading global apparel supply chain solution provider based in China. We are listed on the NASDAQ Global Market under the symbol of "EVK".





We classify our businesses into two segments: Wholesale and Retail. Our
wholesale business consists of wholesale-channel sales made principally to
domestically and international recognized brands, and department stores located
throughout Europe, the U.S., Japan and the People's Republic of China ("PRC").
We focus on well-known, middle-to-high end casual wear, sportswear, and
outerwear brands. Our retail business consists of retail-channel sales directly
to consumers through retail stores located throughout the PRC as well as sales
via online stores at Tmall, Dangdang mall, JD.com, VIP.com etc.



Although we have our own manufacturing facilities, we currently outsource most
of the manufacturing to our long-term contractors as part of our overall
business strategy. We believe outsourcing allows us to maximize our production
capacity and maintain flexibility while reducing capital expenditures and the
costs of keeping skilled workers on production lines during slow seasons. We
oversee our long-term contractors with our advanced management solutions and
inspect products manufactured by them to ensure that they meet our high-quality
control standards and timely delivery requirement.



Wholesale Business



We conduct our original design manufacturing ("ODM") operations through seven
wholly owned subsidiaries which are located in the Nanjing Jiangning Economic
and Technological Development Zone and Shang Fang Town in the Jiangning District
in Nanjing, Jiangsu province, China, Chuzhou, Anhui province, China and Samoa:
Ever-Glory International Group Apparel Inc. ("Ever-Glory Apparel"), Goldenway
Nanjing Garments Company Limited ("Goldenway"), Nanjing New-Tailun Garments
Company Limited ("New Tailun"), Nanjing Catch-Luck Garments Co., Ltd.
("Catch-Luck"), Haian Tai Xin Garments Trading Company Limited ("Haian Tai
Xin"), Chuzhou Huirui Garments Co., Ltd. ("Huirui), Nanjing Tai Xin Garments
Trading Company Limited ("Tai Xin"), Ever-Glory Supply Chain Service Co.,
Limited ("Ever-Glory Supply Chain") and Ever-Glory International Group (HK)

Ltd.
("Ever-Glory HK").



                                       26





Retail Business



We conduct our retail operations through Shanghai LA GO GO Fashion Company
Limited ("LA GO GO"), Jiangsu LA GO GO Fashion Company Limited ("Jiangsu LA GO
GO"), Tianjin LA GO GO Fashion Company Limited ("Tianjin LA GO GO"), Shanghai Ya
Lan Fashion Company Limited ("Ya Lan"), Shanghai Yiduo Fashion Company Limited
("Shanghai Yiduo") and Xizang He Meida Trading Company Limited ("He Meida").



Business Objectives



Wholesale Business



We believe the enduring strength of our wholesale business is mainly due to our
consistent emphasis on innovative and distinctive product designs that stand for
exceptional styling and quality. We maintain long-term, satisfactory
relationships with a portfolio of well-known and mid-class global brands.



The primary business objective for our wholesale segment is to expand our portfolio into higher-class brands, expand our customer base and improve our profit. We believe that our growth opportunities and continued investment initiatives include:





       ?   Expanding our global sourcing network;

       ?   Expanding our overseas low-cost manufacturing base (outside of mainland
           China);

? Focusing on high value-added products and continuing our strategy to


           produce mid-to-high end apparel;



? Continuing to emphasize product design and technology utilization;

? Seeking strategic acquisitions of international distributors that could


           enhance global sales and our distribution network; and

? Maintaining stable revenue increase in the markets while shifting focus


           to higher margin wholesale markets such as mainland China.




Retail Business



The business objectives for our retail segment are to establish leading brands
of women's apparel and to build a nationwide retail network in China. As of
December 31, 2019, we had 1,101 stores (including store-in-stores), including
107 stores were opened and 387 stores were closed in 2019. We expect to open
additional 150 to 200 stores in 2020.



We believe that our growth opportunities and continued investment initiatives
include:



       ?   Building our retail brand to be recognized as a major player in the
           mid-to-high end women's apparel market in China;

       ?   Expanding our retail network throughout China;

? Improving our retail stores' efficiency and increasing same-store


           sales;

       ?   Continuing to launch retail flagship stores in Tier-1 cities and
           increasing our penetration and coverage in Tier-2 and Tier-3 cities;
           and

       ?   Becoming a multi-brand operator.




                                       27





Seasonality of Business



Our business is affected by seasonal trends, with higher levels of wholesale
sales in our third and fourth quarters and higher retail sales in our first and
fourth quarters. These trends primarily result from the timing of seasonal
wholesale shipments and holiday periods in the retail segment.



Collection Policy



Wholesale business


For our new customers, we generally require orders placed to be backed by letters of credit. For our long-term and established customers with good payment track records, we generally provide payment terms between 30 to 180 days following the delivery of finished goods.





Retail business



For store-in-store shops, we generally receive payments from the stores between
60 to 90 days following the date of the register receipt. For our own flagship
stores, we receive payments on the same day of the register receipt. For sales
from e-commerce platforms such as Tmall, Dangdang mall, JD.com, VIP.com and
etc., we generally receive payments between 5 to 15 days following the date

of
the register receipt.



Global Economic Uncertainty



Our business is dependent on consumer demand for our products. We believe that
the significant uncertainty in the global economy and the slowdown of economies
in the United States and Europe have increased our clients' sensitivity to the
cost of our products. We have experienced continued pricing pressure. If the
global economic environment continues to be weak, these worsening economic
conditions could have a negative impact on our sales growth and operating
margins in our wholesale segment in 2020.



In addition, economic conditions in the United States and other foreign markets
in which we operate could substantially affect our sales profitability, cash
position and collection of accounts receivable. Global credit and capital
markets have experienced unprecedented volatility and disruption. Business
credit and liquidity have tightened in much of the world. Some of our suppliers
and customers may face credit issues and could experience cash flow problems and
other financial hardships. These factors currently have not had an impact on the
timeliness of receivable collections from our customers. We cannot predict at
this time how this situation will develop and whether accounts receivable may
need to be allowed for or written off in the coming quarters.



Despite the various risks and uncertainties associated with the current global
economy, we believe our core strengths will continue to allow us to execute our
strategy for long-term sustainable growth in revenue, net income and operating
cash flow.


Summary of Critical Accounting Policies





We have identified critical accounting policies that, as a result of judgments,
uncertainties, uniqueness and complexities of the underlying accounting
standards and operation involved could result in material changes to our
financial position or results of operations under different conditions or using
different assumptions.



Revenue Recognition



We recognize wholesale revenue from product sales, net of value-added taxes,
upon delivery for local sales and upon shipment of the products for export
sales, at such time title passes to the customer. We recognize wholesale revenue
from manufacturing fees charged to buyers for the assembly of garments from
materials provided by the buyers upon completion of the manufacturing process
and shipment of the products for export sales. Retail sales are recorded net of
promotional discounts, rebates, and return allowances. Retail store sales are
recognized at the time of the register receipt. Retail online sales are
recognized when products are shipped and customers receive the products because
we retain a portion of the risk of loss on these sales during transit.



                                       28





Our revenue recognition policy is in compliance with ASC 606, Revenue from
Contracts with Customers that revenue is recognized when a customer obtains
control of promised goods and is recognized in an amount that reflects the
consideration that we expect to receive in exchange for those goods. In
addition, the standard requires disclosure of the nature, amount, timing, and
uncertainty of revenue and cash flows arising from contracts with customers. The
amount of revenue that is recorded reflects the consideration that we expect to
receive in exchange for those goods. We apply the following five-step model in
order to determine this amount:



  (i) identification of the promised goods and services in the contract;



(ii) determination of whether the promised goods and services are performance


         obligations, including whether they are distinct in the context of the
         contract;




    (iii) measurement of the transaction price, including the constraint on
          variable consideration;



(iv) allocation of the transaction price to the performance obligations; and

(v) recognition of revenue when (or as) the Company satisfies each performance


        obligation.




We only apply the five-step model to contracts when it is probable that we will
collect the consideration it is entitled to in exchange for the goods or
services it transfers to the customer. Once a contract is determined to be
within the scope of ASC 606 at contract inception, we review the contract to
determine which performance obligations we must deliver and which of these
performance obligations are distinct. We recognize as revenues the amount of the
transaction price that is allocated to the respective performance obligation
when the performance obligation is satisfied or as it is satisfied. Generally,
our performance obligations are transferred to customers at a point in time,
typically upon delivery for local sales and upon shipment of the products for
export sale.


For all reporting periods, we have not disclosed the value of unsatisfied performance obligations for all product revenue contracts with an original expected length of one year or less, which is an optional exemption that is permitted under the adopted rules.





Estimates and Assumptions



In preparing our consolidated financial statements, we use estimates and
assumptions that affect the reported amounts and disclosures. Our estimates are
often based on complex judgments, probabilities and assumptions that we believe
to be reasonable, but that are inherently uncertain and unpredictable. We are
also subject to other risks and uncertainties that may cause actual results to
differ from estimated amounts. Significant estimates in 2019 and 2018 include
the assumptions used to value tax liabilities, derivative financial instruments,
the estimates of the allowance for deferred tax assets, and the accounts
receivable allowance, and impairment of long-lived assets and inventory
write-offs.



Recently Issued Accounting Pronouncements





In June 2016, the FASB issued ASU No. 2016-13 "Financial Instruments - Credit
Losses (Topic 326): Measurement of Credit Losses on Financial Instruments"; In
November 2019, the FASB issued ASU No. 2019-10 "Financial Instruments-Credit
Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842):
Effective Dates"; In March 2020, the FASB issued ASU No. 2020-03 "Codification
Improvements to Financial Instruments"; which modifies the measurement of
expected credit losses of certain financial instruments. This ASU is effective
for fiscal years and interim periods within those years beginning after December
15, 2022. The Company is currently assessing the impact of this ASU on its
consolidated financial statements.



                                       29





In October 2018, the FASB issued ASU No. 2018-17 "Consolidation (Topic 810):
Targeted Improvements to Related Party Guidance for Variable Interest
Entities" which could be improved in the following areas: 1. Applying the
variable interest entity (VIE) guidance to private companies under common
control. 2. Considering indirect interests held through related parties under
common control for determining whether fees paid to decision makers and service
providers are variable interests. The Company is currently assessing the impact
of this ASU on its condensed consolidated financial statements. For entities,
other than private companies, the amendments in this Update are effective for
fiscal years beginning after December 15, 2019, and interim periods within

those
fiscal years.



Results of Operations



The following table summarizes our results of operations for the years ended
December 31, 2019 and 2018. The table and the discussion below should be read in
conjunction with the consolidated financial statements and the notes thereto
appearing elsewhere in this report.



                                                Year Ended December 31,
                                        2019                                 2018
                                (in thousands of U.S. Dollars, except for percentages)
Sales                     $       383,101             100.0 %     $       448,508       100.0 %
Gross Profit                      118,771              31.0               147,355        32.9
Operating Expense                 115,303              30.1               132,336        29.5
Income From Operations              3,468               0.9                15,019         3.3
Other Income (Expenses)             2,313               0.6                 1,363         0.3
Income tax expense                  4,562               1.2                 4,942         1.1
Net Income                $         1,219               0.3 %     $        11,440         2.6 %




Revenue


The following table sets forth a breakdown of our total sales, by region, for the years ended December 31, 2019 and 2018.





                                                                                                                    Growth
                                        2019                                  2018                                (Decrease)
                                  (In thousands of      % of total      (In thousands of      % of total       in 2019 compared
Wholesale business                  U.S. dollars)          sales          U.S. dollars)          sales            with 2018
Mainland China                    $          74,008            19.3 %   $          89,269            19.9 %                (17.1 )%
Hong Kong China                              26,126             6.8                38,106             8.5                  (31.4 )
Germany                                       3,510             0.9                 6,748             1.5                  (48.0 )
United Kingdom                               14,864             3.9                15,460             3.4                   (3.9 )
Europe-Other                                 22,158             5.8                30,747             6.9                  (27.9 )
Japan                                        18,901             4.9                 7,583             1.7                  149.2
United States                                35,589             9.3                30,696             6.8                   15.9

Total Wholesale business                    195,156            50.9        

      218,609            48.7                  (10.7 )
Retail business                             187,945            49.1               229,899            51.3                  (18.2 )
Total sales                       $         383,101           100.0 %   $         448,508           100.0 %                (14.6 )%




Total sales for the year ended December 31, 2019 were $383.1 million, a decrease
of 14.6% from the year ended December 31, 2018. This decrease was primarily
attributable to a 10.7% decrease in sales in our wholesale business and an 18.2%
decrease in sales in our retail business.



                                       30





Sales generated from our wholesale business contributed 50.9% or $195.2 million
of our total sales for the year ended December 31, 2019, a decrease of 10.7%
compared with $218.6 million in the year ended December 31, 2018. This decrease
was primarily attributable to decreased sales in Mainland China, United Kingdom,
Hong Kong China, Germany and Europe-Other partially offset by increased sales in
Japan and United States.



Sales generated from our retail business contributed 49.1% or $187.9 million of
our total sales for the year ended December 31, 2019, a decrease of 18.2%
compared with $229.9 million in the year ended December 31, 2018. This decrease
was primarily due to a decrease in same store sales.



Total retail store square footage and sales per square foot for the years ended December 31, 2019 and 2018 are as follows:





                                                      2019            2018
Total store square footage                           1,164,392       1,402,933
Number of stores                                         1,101           1,381
Average store size, square foot                          1,058           

1,005

Total store sales (in thousands of U.S. dollars) $ 187,945 $ 229,899 Sales per square foot

$       161     $       164

Same-store sales and newly opened store sales for the years ended December 31, 2019 and 2018 are as follows:





                                                2019                  2018
                                              (In thousands of U.S. dollars)
Sales from stores opened for a full year   $       161,507       $       191,305
Sales from newly opened store sales        $         5,810       $        14,689
Sales from e-commerce platform             $        13,660       $        17,364
Other*                                     $         6,968       $         6,541
Total                                      $       187,945       $       229,899

* Primarily sales from stores that were closed in the current reporting period.





We remodeled or relocated 117 stores in 2019, and plan to relocate or remodel an
aggregate of 50-100 stores in 2020. Remodels and relocations typically drive
incremental same-store sales growth. A relocation typically results in an
improved, more visible and accessible location, and usually includes increased
square footage. We believe we will continue to have opportunities for additional
remodels and relocations beyond 2019. Same-store sales are calculated based upon
stores that were open at least 12 full fiscal months in each reporting period
and remain open at the end of each reporting period.



Costs and Expenses


Cost of Sales and Gross Margin





Cost of goods sold includes the direct raw material cost, direct labor cost, and
manufacturing overhead including depreciation of production equipment and rent,
consistent with the revenue earned. Cost of goods sold excludes warehousing
costs, which historically have not been significant.



                                       31





The following table sets forth the components of our cost of sales and gross
profit both in amounts and as a percentage of total sales for the years ended
December 31, 2019 and 2018.



                                                                                                                  Growth
                                                                                                               (Decrease) in
                                                                                                                   2019
                                                           Year ended December 31,                               Compared
                                                  2019                                  2018                     with 2018
                                           (In thousands of U.S. dollars, except for percentages)

Net Sales for Wholesale Sales       $       195,156             100.0 %    
$       218,609         100.0 %             (10.7 )%
Raw Materials                                88,072              45.1                97,173          44.5                (9.4 )
Labor                                         1,379               0.7                 2,103           1.0               (34.4 )

Outsourced Production Costs                  65,491              33.6                77,228          35.3               (15.2 )
Other and Overhead                              345               0.2                   305           0.1                13.2
Total Cost of Sales for Wholesale           155,287              79.6               176,809          80.9               (12.2 )
Gross Profit for Wholesale                   39,869              20.4      

         41,800          19.1                (4.6 )
Net Sales for Retail                        187,945             100.0               229,899         100.0               (18.2 )
Production Costs                             67,629              36.0                76,314          33.2               (11.4 )
Rent                                         41,414              22.0                48,030          20.9               (13.8 )

Total Cost of Sales for Retail              109,043              58.0               124,344          54.1               (12.3 )
Gross Profit for Retail                      78,902              42.0      

        105,555          45.9               (25.2 )
Total Cost of Sales                         264,330              69.0               301,153          67.1               (12.2 )
Gross Profit                        $       118,771              31.0 %     $       147,355          32.9 %             (19.4 )%




Raw material costs for our wholesale business were 45.1% of our total wholesale
business sales in 2019, compared with 44.5% in 2018. The increase was mainly due
to higher raw materials prices.



Labor costs for our wholesale business were 0.7% of our total wholesale business
sales in 2019, compared with 1.0% in 2018. The marginal decrease was mainly

due
to the deceased sales.



Outsourced manufacturing costs for our wholesale business were 33.6% of our
total wholesale sales in 2019, compared with 35.3% in 2018. This decrease was
primarily attributable to increased outsourced orders to our related entities in
Vietnam, which have lower labor costs compared to orders outsourced to Chinese
factories.


Overhead and other expenses for our wholesale business accounted for 0.2% and 0.1% of our total wholesale sales in 2019 and 2018, respectively.





Gross profit for our wholesale business in 2019 was $40.0 million, a decrease of
4.6% from 2018. As a percentage of total wholesale business sales, gross profit
was 20.4% of our total wholesale business sales in 2019, compared with 19.1% in
2018. The decrease in gross margin was mainly due to increased raw material
costs.



Production costs for our retail business for the year ended December 31, 2019
were $67.6 million compared with $76.3 million for the year ended December 31,
2018. As a percentage of our total retail sales, production costs were 36.0% of
our total retail sales for the year ended December 31, 2019, compared with 33.2%
for the year ended December 31, 2018. The increase was due to higher discounts
on our out-of-season products in the year ended December 31, 2019 compared with
the same period of the prior year in percentage of sales.



Rent costs for our retail business for the year ended December 31, 2019 were
$41.4 million compared with $48.0 million for the year ended December 31, 2018.
As a percentage of total retail sales, rent costs were 22.0% of our total retail
sales for the year ended December 31, 2019 compared with 20.9% for the year
ended December 31, 2018. The decrease was primarily attributable to lower rent
at certain locations.



Gross profit for our retail business for the year ended December 31, 2019 was
$79.0 million compared with $105.6 million for the year ended December 31, 2018.
Gross margin for our retail business for the year ended December 31, 2019 was
42.0% compared with 45.9% for the year ended December 31, 2018.



Total cost of sales for the year ended December 31, 2019 was $264.3 million, a
12.3% decrease compared with the year ended December 31, 2018. As a percentage
of total sales, total costs were 69.0% of total sales for the year ended
December 31, 2019, compared with 67.1% for the year ended December 31, 2018.
Total gross margin for the year ended December 31, 2019 was 31.0% compared with
32.9% for the year ended December 31, 2018.



                                       32







We purchase the majority of our raw materials directly from numerous local
fabric and accessories suppliers. Some of our customers also furnish us with raw
materials so that we can manufacture their products. For our wholesale business,
purchases from our five largest suppliers represented in aggregate approximately
14.5% and 16.2% of raw material purchases for the years ended December 31, 2019
and 2018, respectively. No single supplier provided more than 10% of our raw
material purchases for the years ended December 31, 2019 and 2018. For our
retail business, purchases from our five largest suppliers represented
approximately 93.3% and 72.1% of raw material purchases for the year ended
December 31, 2019 and 2018, respectively. Five suppliers provided approximately
35.6%, 19.6%, 15.2%, 12.9% and 10.2% of our raw material purchases for the year
ended December 31, 2019. Five suppliers provided approximately 24.0%, 18.2%,
15.1%, 13.9% and 8.1% of our raw material purchases for the year ended December
31, 2018. We have not experienced difficulty in obtaining raw materials
essential to our business, and we believe we maintain good relationships with
our suppliers.



We also purchase finished goods from contract manufacturers. For our wholesale
business, purchases from our five largest contract manufacturers represented
approximately 41.4% and 38.8% of finished goods purchases for the year ended
December 31, 2019 and 2018, respectively. Two contract manufacturers provided
approximately 10.4% and 10.2% of our finished goods purchases for the year ended
December 31, 2019. One contract manufacturer provided approximately 18.1% of our
finished goods purchases for the year ended December 31, 2018. For our retail
business, our five largest contract manufacturers represented approximately
18.0% and 16.3% of finished goods purchases for the year ended December 31, 2019
and 2018, respectively. No contract manufacturer provided more than 10% of our
retail finished goods purchases for the years ended December 31, 2019 and 2018.
We have not experienced difficulty in obtaining finished products from our
contract manufacturers and we believe we maintain good relationships with our
contract manufacturers.


Selling, General and Administrative Expenses

Our selling expenses consist primarily of local transportation, unloading charges, product inspection charges, salaries for retail staff and decoration and marketing expenses associated with our retail business.





Our general and administrative expenses include administrative salaries, office
expense, certain depreciation and amortization charges, repairs and maintenance,
legal and professional fees, warehousing costs and other expenses that are not
directly attributable to our revenues.



Costs of our distribution network that are excluded from cost of sales consist
of local transportation and unloading charges, and product inspection charges.
Accordingly, our gross profit amounts may not be comparable to those of other
companies who include these amounts in costs of sales.



                                                                                                                     Increase
                                                                                                                  (Decrease) in
                                                             Year ended December 31,                              2019 Compared
                                                    2019                                  2018                       to 2018
                                              (In thousands of U.S. dollars, except for percentages)
Gross Profit                          $       118,771             31.0 %     $       147,355            32.9 %              (19.4 )%
Operating Expenses:
Selling Expenses                               80,180             20.9                91,439            20.4                (12.3 )

General and Administrative Expenses            35,123              9.2                39,811             8.9                (11.8 )
Intangible asset impairment                         -                -     

           1,086             0.2                    -
Total                                         115,303             30.1               132,336            29.5                (12.9 )
Income from Operations                $         3,468              0.9 %     $        15,019             3.3 %              (76.9 )%



Selling expenses for the year ended December 31, 2019 were $80.2 million, a 12.3% decrease compared with the year ended December 31, 2018. The decrease was attributable to lower retail sales.





                                       33





General and administrative expenses for the year ended December 31, 2019 were
$35.1 million an 11.8% decrease compared with the year ended December 31, 2018.
As a percentage of total sales, general and administrative expenses accounted
for 9.2% of total sales for the year ended December 31, 2019, compared with 8.9%
of total sales for the year ended December 31, 2018. The decrease in absolute
amount was mainly attributable to the decline in number of stores.



For the year ended December 31, 2018, we recognized a marketing related
intangible asset acquired from Yiduo acquisition in 2015 impairment loss. A
number of factors, including sustaining negative profits and the slower than
expected growth of business were considered. Based on our impairment test of
intangible asset, the fair value amount was lower than the carrying amount of
the marketing related intangible assets recorded and it was concluded that
carrying amount of marketing related intangible assets of $1.1 million was

impaired.



Income from Operations



Income from operations for the year ended December 31, 2019 was $3.5 million, a
76.9% decrease from $15.0 million for the year ended December 31, 2018. This
decrease was due to decreased gross profit.



Interest Expense


Interest expense was $1.2 million and $2.0 million for the years ended December 31, 2019 and 2018, respectively. The decrease was due to the decreased bank loans.





Other Income



Other income was $2.5 million and $2.0 million for the years ended December 31,
2019 and 2018, respectively. The increase was due to an increase in government
financial incentives.



Income Tax Expenses



Income tax expense for the year ended December 31, 2019 was $4.6 million, a 7.1%
decrease compared to the same period of 2018. The decrease was primarily due to
lower business profits.


The Company's operating subsidiaries are governed by the Income Tax Law of the PRC concerning Foreign Investment Enterprises and Foreign Enterprises and various local income tax laws ("the Income Tax Laws").

All PRC subsidiaries, except for He Meida, are subject to income tax at the 25% statutory rate.





He Meida incorporated in Xizang (Tibet) Autonomous Region is subject to income
tax at 15% statutory rate. The local government has implemented an income tax
reduction from 15% to 9% valid through December 31, 2019.



Perfect Dream was incorporated in the British Virgin Islands (BVI), and under the current laws of the BVI dividends and capital gains arising from the Company's investments in the BVI are not subject to income taxes.

Ever-Glory HK was incorporated in Samoa, and under the current laws of Samoa has no liabilities for income taxes.

Ever-Glory Supply Chain Service Co., Limited was incorporated in Hongkong on
December 27, 2017. Under the current laws of Hongkong, its income tax rate is
8.25% when its profit is under HKD 2.0 million and its income tax rate is 16.5%
when its profit is over HKD 2.0 million.



The PRC's Enterprise Income Tax Law imposes a 10% withholding income tax for
dividends distributed by a foreign invested enterprise in PRC to its immediate
holding company outside China; such distributions were exempted under the
previous income tax law and regulations. A lower withholding tax rate will be
applied if there is a tax treaty arrangement between mainland China and the
jurisdiction of the foreign holding company. The foreign invested enterprise
became subject to the withholding tax starting from January 1, 2008. Given that
the undistributed profits of the Company's subsidiaries in China are intended to
be retained in China for business development and expansion purposes, no
withholding tax accrual has been made.



                                       34





New U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs
Act (the "U.S. Tax Reform"), was signed into law on December 22, 2017. The U.S.
Tax Reform modified the U.S. Internal Revenue Code by, among other things,
reducing the statutory U.S. federal corporate income tax rate from 35% to 21%
for taxable years beginning after December 31, 2017; limiting and/or eliminating
many business deductions; migrating the U.S. to a territorial tax system with
a one-time transition tax on a mandatory deemed repatriation of previously
deferred foreign earnings of certain foreign subsidiaries; subject to certain
limitations, generally eliminating U.S. corporate income tax on dividends from
foreign subsidiaries; and providing for new taxes on certain foreign earnings.
Taxpayers may elect to pay the one-time transition tax over eight years, or in a
single lump-sum payment. The Company measured the current and deferred taxes
based on the provisions of the Tax legislation. After the Company's measurement,
no deferred tax expense (income) relating to the Tax Act changes for the year
ended December 31, 2019.


Net Income attributable to the Company





Net income for the year ended December 31, 2019 was $1.3 million, a decrease of
83.8% compared with the same period in 2018. Our basic and diluted earnings per
share were $0.09 and $0.81 for the years ended December 31, 2019 and 2018,

respectively.



Summary of Cash Flows



Summary cash flows information for the years ended December 31, 2019 and 2018 is
as follows:



                                                                    2019               2018
                                                               (In thousands of U.S. dollars)
Net cash provided by operating activities                      $        3,985       $    2,562
Net cash used in investing activities                          $       (8,675 )     $  (12,182 )
Net cash provided by (used in) financing activities            $        6,117       $   (5,281 )




Net cash provided by operating activities was $4.0 million for the year ended
December 31, 2019, compared with net cash provided by $2.6 million during the
year ended December 31, 2018. The increase was primarily due to decrease in
accounts receivable.



Net cash used in investing activities was $8.7 million for the year ended
December 31, 2019, compared with $12.2 million during the year ended December
31, 2018. This decrease was mainly due to the decreased in purchase of property
and equipment and remodeling expenditure in 2019.



Net cash provided by financing activities was $6.1 million for the year ended
December 31, 2019 compared with net cash used in $5.3 million during the year
ended December 31, 2018. During the year ended December 31, 2019, we repaid
$58.7 million of bank loans and received bank loan proceeds of $59.5 million.
Also, under the counter-guarantee agreement, we received $13.6 million from and
paid $8.4 million to the related party during the year ended December 31, 2019.



Liquidity and Capital Resources

As of December 31, 2019, we had cash and cash equivalents of $48.6 million, other current assets of $165.7 million and current liabilities of $129.1 million. We presently finance our operations primarily from cash flows from operations and bank loans and we anticipate that these will continue to be our primary sources of funds to finance our short-term cash needs.





Bank Loans



In December 2019, Goldenway entered into a line of credit agreement with
Industrial and Commercial Bank of China, which allows the Company to borrow up
to approximately $5.7 million (RMB40.0 million). These loans are collateralized
by the Company's property and equipment. As of December 31, 2019, Goldenway had
borrowed $5.7 million (RMB40.0 million) from Industrial and Commercial Bank of
China with an annual interest rate 3.26% and due on February 2020.



                                       35





In November 2018, Ever-Glory Apparel entered into a line of credit agreement for
approximately $14.3 million (RMB100.0 million) with Industrial and Commercial
Bank of China and collateralized by assets of Jiangsu Ever-Glory's equity
investee, Nanjing Knitting, under a collateral agreement executed among
Ever-Glory Apparel, Nanjing Knitting and the bank. As of December 31, 2019,
Ever-Glory Apparel had borrowed $12.9 million (RMB 90.0 million) under this line
of credit with annual interest rates ranging from 3.92% to 4.7% and due on from
March to October 2020. As of December 31, 2019, approximately $1.4 million was
unused and available under this line of credit.



In August 2018, Goldenway entered into a line of credit agreement with Nanjing
Bank, which allows the Company to borrow up to approximately $7.2 million
(RMB50.0 million). These loans are guaranteed by Jiangsu Ever-Glory
International Group Corp. ("Jiangsu Ever-Glory"), an entity controlled by Mr.
Kang, the Company's Chairman and Chief Executive Officer. These loans are also
collateralized by the Company's property and equipment. As of December 31, 2019,
approximately $7.2 million was unused and available under this line of credit.



In August 2018, Ever-Glory Apparel entered into a line of credit agreement for
approximately $8.6 million (RMB60.0 million) with Nanjing Bank and guaranteed by
Jiangsu Ever-Glory, Mr. Kang and Goldenway. As of December 31, 2019, Ever-Glory
Apparel had borrowed $4.3 million (RMB30.0 million) from Nanjing Bank with an
annual interest rates 5.0% and due on various dates from January to June 2020.
As of December 31, 2019, approximately $4.3 million was unused and available
under this line of credit.



In June 2019, LA GO GO entered into a revolving line of credit agreement with
Nanjing Bank, which allows the Company to borrow up to approximately $2.9
million (RMB20.0 million). The line of credit is guaranteed by Mr. Kang and
Goldenway. As of December 31, 2019, LA GO GO had borrowed $2.1 million (RMB15.0
million) under this line of credit with an annual interest rate of 5.22% and due
in June 2020. As of December 31, 2019, approximately $0.8 million was unused and
available under this line of credit.



In June 2018, LA GO GO entered into a line of credit agreement for approximately
$2.9 million (RMB20.0 million) with China Minsheng Bank and guaranteed by
Ever-Glory Apparel and Mr. Kang. As of December 31, 2019, LA GO GO had borrowed
$2.9 million (RMB20.0 million) from China Minsheng Bank with an annual interest
rate of 5.0% and due in November 2020.



In November 2018, LA GO GO entered into a line of credit agreement for
approximately $2.9 million (RMB20.0 million) with the Bank of Communications and
guaranteed by Jiangsu Ever-Glory, Ever-Glory Apparel and Jiangsu LAGOGO. As of
December 31, 2019, LA GO GO had borrowed $1.4 million (RMB10.0 million) from the
Bank of Communications with an annual interest rate 5.0% and due on January
2020. As of December 31, 2019, approximately $1.5 million was unused and
available under this line of credit.



In September 2019, Ever-Glory Apparel entered into a line of credit agreement for approximately $5.7 million (RMB40.0 million) with the Shanghai Pudong Development Bank and guaranteed by Goldenway. As of December 31, 2019, approximately $5.7 million was unused and available under this line of credit.


In January 2015, Ever-Glory Apparel and Goldenway collectively entered into a
secured banking facility agreement for a combined revolving import facility,
letter of credit, invoice financing facilities and a credit line for treasury
products of up to $2.5 million with the Nanjing Branch of HSBC (China) Company
Limited ("HSBC"). This agreement is guaranteed by the Company and Mr. Kang. As
of December 2019, Ever-Glory Apparel had borrowed $0.6 million from HSBC with an
annual interest rate of 3.0% and due in October 2018, and collateralized by
approximately $0.7 million of accounts receivable from our wholesale customers.
These bank loans are to be repaid upon receipt of payments from customers. As of
December 31, 2019, approximately $1.9 million was unused and available under
this line of credit.


All bank loans are used to fund our daily operations. All loans have been repaid before or at maturity date.





DERIVATIVE LIABILITY


At December 31, 2019, the Company did not have any foreign currency contracts.





During 2018, the Company had entered into four foreign currency swap contracts
with three banks. Due to the increased demand of effective control on financial
management for daily operations, Ever-Glory Apparel had entered into different
foreign currency swap contracts to exchange $6.0 million for equivalent RMB with
Bank of China in May, entered into a foreign currency swap contract to exchange
$3.0 million for equivalent RMB with Industrial and Commercial Bank of China in
June and entered into a foreign currency swap contract to exchange $6.0 million
and $4.0 million for equivalent RMB with Shanghai Pudong Development Bank in
July. The terms of three foreign currency contracts are both six months and the
contract of $4.0 million with Shanghai Pudong Development Bank is three months.
Ever-Glory Apparel and the banks swapped two currencies by same pre-determined
exchange rate at the beginning and end of the contracts. During the period, the
Company pays annual interest of 1.43% for the RMB received and receives 0
interest for the USD exchanged with the Bank of China and Industrial and
Commercial Bank of China. The company pays annual interest of 0.98% for the RMB
received and receives 0.0001% interest for the USD exchanged with Shanghai
Pudong Development Bank. If the Company failed to execute the exchange at the
expiration of contracts, the banks would sell the USD at the market rate then
the difference in RMB will be converted into bank loan for the Company. As of
December 31, 2018, the fair value of principal amounts are included in other
receivable ($4.0 million plus unrealized gain) and other payables (equivalent
RMB payables) in the consolidated balance sheets, and unrealized gain of $0.2
million for the year ended December 31, 2018 is recognized in the income from
operations.



                                       36





Capital Commitments


We have a continuing program for the purpose of improving our manufacturing facilities and extending our retail stores. We anticipate that cash flows from operations and borrowings from banks will be used to pay for these capital commitments.





Uses of Liquidity



Our cash requirements for the next year will be primarily to fund daily operations and the growth of our business, some of this being used to fund new stores.





Sources of Liquidity



Our primary sources of liquidity for our short-term cash needs are expected to
be from cash flows generated from operations, and cash equivalents currently on
hand. We believe that we will be able to borrow additional funds if necessary.



We believe our cash flows from operations together with our cash and cash
equivalents currently on hand will be sufficient to meet our needs for working
capital, capital expenditure and other commitments for the next year. No
assurance can be made that additional financing will be available to us if
required, and adequate funds may not be available on terms acceptable to us. If
funding is insufficient at any time in the future, we will develop or enhance
our products or services and expand our business through our own cash flows

from
operations.



As of December 31, 2018, we had access to approximately $50.2 million in lines
of credit, of which approximately $20.9 million was unused and available. These
credit facilities do not include any covenants. We have agreed to provide
Jiangsu Ever-Glory a counter-guarantee of not more than 70% of the maximum
aggregate lines of credit and borrowings guaranteed by Jiangsu Ever-Glory and
collateralized by the assets of Jiangsu Ever-Glory under agreements executed
between the Company, Jiangsu Ever-Glory and the banks. The maximum aggregate
lines of credit and available borrowings was approximately $33.0 million (RMB
230 million) and approximately $33.0 (RMB 230 million) was provided to Jiangsu
Ever-Glory as the counter guarantee as of December 31, 2019.



Foreign Currency Translation Risk





Our operations are, for the most part, located in the PRC, which may give rise
to significant foreign currency risks from fluctuations and the degree of
volatility in foreign exchange rates between the United States dollar and the
Chinese RMB. Most of our sales are in dollars. During 2003 and 2004, the
exchange rate of RMB to the dollar remained constant at RMB 8.26 to the dollar.
On July 21, 2005, the Chinese government adjusted the exchange rate from RMB
8.26 to 8.09 to the dollar. From that time, the RMB continued to appreciate
against the U.S. dollar. As of December 31, 2019, the market foreign exchange
rate had increased to RMB 6.98 to one U.S. dollar. We are continuously
negotiating price adjustments with most of our customers based on the daily
market foreign exchange rates, which we believe will reduce our exposure to
exchange rate fluctuations in the future and will pass some of the increased
cost to our customers.



In addition, the financial statements of Goldenway, New-Tailun, Catch-Luck,
Haian TaiXin, Ever-Glory Apparel, Taixin, He Meida, Huirui, Shanghai LA GO GO,
Yalan, Shanghai Yiduo, Tianjin LA GO GO and Jiangsu LA GO GO (whose functional
currency is RMB) are translated into US dollars using the closing rate method.
The balance sheet items are translated into US dollars using the exchange rates
at the respective balance sheet dates. The capital and various reserves are
translated at historical exchange rates prevailing at the time of the
transactions while income and expenses items are translated at the average
exchange rate for the period. All translation adjustments are included in
accumulated other comprehensive income in the statement of equity. The foreign
currency translation loss for the year ended December 31, 2019 and 2018 was
($0.7 million) and ($6.1 million), respectively.



                                       37




OFF-BALANCE SHEET ARRANGEMENTS





We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that are material to our investors.

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