8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 9, 2008

EVER-GLORY INTERNATIONAL GROUP, INC.

(Exact name of registrant as specified in Charter)

Florida	000-28806	65-0420146
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employee Identification No.)

100 N. Barranca Ave. #810

West Covina, CA 91791

(Address of Principal Executive Offices)

(626) 839-9116

(Issuer Telephone number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Forward Looking Statements

This Form 8-K and other reports filed by Ever-Glory International Group, Inc. (the “Company”) may contain forward-looking statements and information that are based upon beliefs of, and information currently available to, the Company’s management as well as estimates and assumptions made by the Company’s management. As used in this report, the terms “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan”, or the negative of these terms and similar expressions as they relate to the Company or the Company’s management identify forward-looking statements. Such statements reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section entitled “Risk Factors” in the Company’s Registration Statement on Form S-1 declared effective by the SEC on November 13, 2007) relating to the Company’s industry, the Company’s operations and results of operations and any businesses that may be acquired by the Company. Should one or more of the events referred to in these risk factors materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

            Although the Company believes that the expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

In this Form 8-K, references to “we,” “our,” “us,” “our company,” “Ever-Glory” or the “Registrant” refer to Ever-Glory International Group, Inc., a Florida corporation.

Item 1.01Entry into a Material Definitive Agreement

Strategic Investment in La Chapelle

On January 9, 2008, Goldenway Nanjing Garment Company Limited (“Goldenway”), a PRC company and wholly-owned subsidiary of Ever-Glory International Group, Inc. (OTCBB: EVGY), a Florida corporation (the “Registrant” or “Ever-Glory”) entered into a Capital Contribution Agreement (“Capital Contribution Agreement”) with Shanghai La Chapelle Garment and Accessories Company Limited (“La Chapelle”), a Shanghai-based garment maker, and several shareholders of La Chapelle. Under the terms of the Capital Contribution Agreement, Goldenway agreed to invest RMB 10 million (approximately USD $1.35 million) in La Chapelle for a 10% stake in La Chapelle.

Prior to the Capital Contribution Agreement, the capital of La Chapelle registered with the PRC business administration authorities amounted to RMB 4.5 million, consisting of RMB 3.69 million invested by Xing Jiaxing accounting for 82% of its total registered capital, RMB 0.405 million invested by Wu Jinying accounting for 9% of its total registered capital, and RMB 0.405 million invested by Zhang Danling accounting for 9% of its total registered capital. As a result of the investment under the Capital Contribution Agreement, these three shareholders will retain a 60% stake in La Chapelle, and two new investors (including Goldenway) will acquire a 40% stake. Of the 40% stake, Goldenway will hold 10%, and 30% will be held by Wuxi Xin Bao Lian Investment Company Limited (“Wuxi Xin Bao”), a strategic investor. As a result of this capital contribution, the total registered capital of La Chapelle will increase from RMB 4.5 million to RMB 7.5 million.

The total investment amount by Goldenway and Wuxi Xin Bao will amount to RMB $40 million in cash (approximately USD $5.41 million). Goldenway and Wuxi Xin Bao will each have the right to designate one director on La Chapelle’s five-member board of directors.

La Chapelle agreed that it shall meet the quantitative conditions that are required in order to list its shares as national Class A Shares or Class B Shares in China by December 31, 2010, and if it does not satisfy this criteria, Goldenway and Wuxi Xin Bao will have the right to sell their shares in La Chapelle to the founding shareholders of La Chapelle for a purchase price of not less than the original purchase price of the shares plus 10% interest per annum.

La Chapelle also agreed to meet certain audited net income targets of at least RMB 20 million in 2008 and RMB 30 million in 2009. In the event La Chapelle’s actual audited net income falls below 90% of either of these targets, the overall equity interest of Goldenway and Wuxi Xin Bao shall, in each instance, be increased proportionally in accordance with a formula set forth in the Capital Contribution Agreement (a copy of which is attached as an Exhibit to this Form 8-K).

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Joint Venture with Shanghai La Chapelle Garmet and Accessories Company

Also on January 9, 2008, concurrently with Goldenway’s investment, Goldway entered into a Joint Venture Establishment Agreement with Shanghai La Chapelle Garment and Accessories Company Limited, to form a joint venture to develop, promote and market a new line of women’s wear in China commonly referred to as “LA GO GO”. The joint venture will be in the form of a jointly owned PRC-based company to be registered as “Shanghai LA GO GO Fashion Company Limited.”

Goldenway agreed to initially invest RMB 6 million (USD $0.8 million), and La Chapelle agreed to invest RMB 4 million (USD $0.54 million), for a 60% and 40% stake, respectively, in the joint venture.

The business objective of the joint venture is to establish a leading brand of ladies’ garments for the mainland Chinese market. The scope of the business of the joint venture includes all activities relating to the development of the “LA GO GO” brand, including marketing and branding activities, design, production, and sales. In connection with the establishment of the joint venture, La Chapelle transferred all of its rights and ownership in the “LA GO GO” brand name (including any related brand names) to the joint venture. The joint venture plans to select and engage at least twenty seasoned retailers in Shanghai, Chengdu, Nanjing, Suzhou, Beijing, and Tianjin to exclusively carry and sell the LA GO GO line of women’s clothing for 2008.

The parties agreed that La Chapelle will be primarily responsible for appointing design and sales teams, while Goldenway shall be responsible for appointing accounting and financial managers and supervisors in charge of production. In addition, the parties agreed to jointly appoint personnel in charge of procurement and logistics.

The joint venture agreement contains restrictions on the ability of each joint venture partner to transfer its equity interest in the joint venture, and provides for a right of first refusal to acquire shares of the other partner in the event of an approved transfer of interests. The parties agreed that future capital contributions would be made on a pro rata basis accordance with the 60-40 split unless otherwise approved by the parties or if one party fails to make additional contributions. The parties agreed each party shall at all times maintain a minimum 30% interest in the joint venture.

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Exhibit Number	Description
99.1	Capital Contribution Agreement
99.2	Joint Venture Establishment Agreement
99.3	Press Release dated January 9, 2008

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	EVER-GLORY INTERNATIONAL GROUP, INC.
Dated: January 15, 2008	By:	/s/ Kang Yi-hua
		Kang Yi-hua
		Chief Executive Officer

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EX-99.1

CAPITAL CONTRIBUTION AGREEMENT

(English Translation)

This Capital Contribution Agreement (the “Agreement”) was entered into by the following parties as of January 9, 2008.

Party A (La Chapelle): Shanghai La Chapelle Garment and Accessories

Company Limited, a company established under the laws

of the People’s Republic of China

Room 3300, 270 Caoxi Road, Shanghai, PRC

Party B (founding shareholders): Xing Jia-xing

Room 501, 28 Alley 99,

Wanding Road, Minhang District, Shanghai, PRC

ID Card Number: 352124197209104215

Wu Jin-ying

10 Upper Licunao, Upper Xingchuan,

Taining County, Fujian Province, PRC

ID Card Number: 350429197307113517

Zhang Dan-ling

3^rd Floor, Building 7, 1 Longzhou Road,

Chengdu, Sichuan Province, PRC

ID Card Number: 510104197895941663

Party C (a new shareholder): Wuxi Xin Bao Lian Investment Company Limited, a

Chinese limited company established under the laws of

People’s Republic of China

168, Qiangao Road, Shanbei Community,

Beitang District, Wuxi, PRC

Party D (a new shareholder): Goldenway Nanjing Garment Company Limited, a

wholly foreign-owned entity and limited company

established under the laws of the PRC

Ever-Glory Commercial Center,

509 Chengxin Thoroughfare,

Jiangning Economic and Technical Development Zone,

Nanjing, PRC

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RECITALS

1. Shanghai La Chapelle Garment and Accessories Company Limited (hereinafter referred to as “La Chapelle” or the “Company”) is a domestic limited company jointly established in Shanghai under the laws of the People’s Republic of China, by the founding shareholders of La Chapelle.

2. As of the date of this Agreement, the capital of La Chapelle registered with the PRC business administration authorities amounted to RMB 4.5 million, consisting of RMB 3.69 million invested by Xing Jia-xing accounting for 82% of its total registered capital, RMB 0.405 million invested by Wu Jin-ying accounting for 9% of its total registered capital, RMB 0.405 million invested by Zhang Dan-ling accounting for 9% of its total registered capital.

3. La Chapelle contemplates its conversion into a limited corporation to be listed on a stock exchange in China.

4. As agreed by all the parties to this Agreement, Party C and Party D hereby agree to make a capital investment in La Chapelle, thereby increasing its registered capital, in accordance on the terms and conditions of the following Agreement.

AGREEMENT

For valuable consideration which is hereby acknowledged, and after consensus reached through negotiations, the parties to this Agreement hereby agree as follows:

Article One

Objective and Effectiveness of this Agreement

1. This agreement stipulates the conditions and procedures for Party C and Party D to increase Party A’s capital by RMB 40 million. Party C will invest RMB 30 million which shall constitute a 30% equity interest in the Company, and Party D will invest RMB 10 million which shall constitute a 10% equity interest in the Company.

2. This Agreement represents the entire agreement among the parties concerning the subject matters in the Agreement, and supersedes any and all previous agreements, negotiations, writings, stipulations, memoranda or other related documents.

3. In order to consummate the transaction in accordance with the terms of this Agreement, the parties agree that any and all future agreements or arrangements between the concerned parties relating to the subject matter herein should be made in accordance with the terms and provisions of this Agreement.

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Article Two

Capital Investment

1. Provided that the conditions stated in Article Three are met, Party C and Party D agree to invest, and thereby make a capital contribution to Party A’s capital, in the aggregate amount of RMB 40 million. Of this total investment amount (for PRC corporate and accounting purposes), RMB 3 million will be transferred to La Chapelle’s “registered capital” account, and the remaining RMB 37 million will be transferred into La Chapelle’s accumulated capital account. The entire RMB 40 million shall be available for use by La Chapelle for general corporate purposes, subject to the terms of this Agreement.

2. Upon contribution of the aforesaid capital by Party C and Party D, the registered capital of La Chapelle will increase from RMB 4.5 million to RMB 7.5 million, and Party C and Party D shall as a result, hold 30% and 10% (respectively) of the total share capital of La Chapelle. The shareholders of La Chapelle immediately prior to the investment shall collectively hold 60% of La Chapelle’s share capital. Detailed numbers of the increases and the ratios of investment of all the shareholders after this increase are listed below:

Name of the Shareholders	Amount of Capital Contribution		Invested Amounts and Shareholding Percentage of Each Shareholder upon Completion of Transaction
	Total Amount of Contribution	Amount Transferred into Registered Capital	Total Registered Capital	Percentages of Registered Capital
Xing Jia-xing	0	0	3,690,000	49.2%
Wu Jin-ying	0	0	405,000	5.4%
Zhang Dan-ling	0	0	405,000	5.4%
Wuxi Xin Bao Lian	30,000,000	2,250,000	2,250,000	30.0%
Goldenway Nanjing Garment Company Limited	10,000,000	750,000	750,000	10.0%
Total:	40,000,000	3,000,000	7,500,000	100%

3. Party C and Party D’s investment shall be made in cash.

4. Party B agrees to the capital investment by Party C and Party D, and confirms Party C and Party D’s shareholding ratios resulting from this transaction as described in this Article Two, and hereby waives its rights of first refusal to subscribe for the investment.

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Article Three

Terms and Conditions of Capital Investment

1.   Within one week after this Agreement is executed, the founding shareholders shall call and hold a special shareholder meeting, at which time all necessary actions are to be approved, ratified and taken in order to bring the transaction under this Agreement into effect.

2.   Party C and Party D shall deposit their agreed investment amounts into La Chapelle’s bank account, which shall be open to examination by authorities.

3.   Within 3 working days after the said investment amounts are deposited by Party C and Party D, Party A shall engage a public accounting firm to verify funds and issue a report concerning the funds.

4.   Within 10 working days after the issuance of the said report, Party A shall complete the necessary changes to the Company’s registration with the PRC business administration authorities, and shall complete all other related formalities.

Article Four

Organization of the Company and Change in Management

1.   Party A, B, C and D unanimously agree that La Chapelle shall change its board of directors and management as follows:

A.   Board of Directors and Senior Administrators. The new board of directors of La Chapelle shall be comprised of five (5) members. Of the five members, three (3) directors shall be appointed by the founding shareholders of La Chappelle, one (1) director appointed by Party C, and one (1) director appointed by Party D. The Chairman of the Board shall be designated by the largest shareholder of La Chappelle who is a natural person, and such individual shall designate the Chairman at the next shareholders meeting of La Chapelle. The general manager shall be appointed by the board of directors. The business and affairs of La Chapelle shall be managed at the direction of the board of directors.

B.   Conduct of Board Meetings. The board of directors of La Chapelle shall conduct meetings at lease twice per year, and shall require attendance of at least one of the directors designated by Party C or Party D.

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2.   The resolutions of the board of directors are effective only when being approved by a majority of the directors who attend each respective board meeting. Any major decision of the board of directors must be approved by all the directors unanimously. Such major resolutions shall include:

(1)   Modification of Company charter, including any increase or decrease of registered capital;

(2)   Merger, separation, purchase and sale of the Company or substantially all of its assets, liquidation, bankruptcy, dissolution of the Company;

(3)   Any single payment or asset disposal amounting to over RMB 5 million in value;

(4)   Application for or incurring a loan or surety obligation;

(5)   Change of business scope, or development of new businesses other than current business of the Company;

(6)   Distribution of any profits;

(7)   Engaging or re-engaging public accountants, or and change in accounting policies.

Article Five

Rights of Shareholders

1.   The Right to Demand Repurchase of Shares.

(1)   It is agreed by all the parties unanimously that if La Chapelle can not meet the quantitative conditions that are required in order to list its shares as national Class A Shares or Class B Shares by December 31, 2010, Party B agrees to, and shall repurchase up to 100% the shares held by Party C and Party D, as requested (and in accordance with such percentage requested) by such parties.

(2)   When the above-mentioned conditions are met, Party B should execute a shareholding transfer agreement with Party C and Party D within 2 weeks after Party C and Party D raised a written request, and proceeds with the formalities of application and registration with governmental administration.

(3)   The aggregate price in the repurchase of capital should not be less than the total capital contribution of Party C or Party D (as applicable), plus 10% per annum in interest.

(4)   Payment for the repurchased capital should be made to Party C and/or Party D or a representative appointed by such parties within 1 month after the shareholding transfer agreement was signed. If such payment is not made in a timely manner, for each day overdue Party B shall pay Party C and Party D an amount equal to 5/10000ths times the total amount of each of Party C and Party D’s investment total investment amount, in cash.

(5)   Party B bears the responsibilities related to the above-mentioned repurchase obligation.

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2.   Make Good Provision.

(1)   The parties acknowledge that the investment and post-transaction shareholding ratio of Party C and Party D are based on certain representations made by Party B regarding La Chapelle’s future projected profits. Accordingly, upon the completion of the transactions under this Agreement, if La Chapelle’s audited net profits for 2008 (“2008 Audited Net Profit”) or 2009 (“2009 Audited Net Profit”) are less than 90% of the 2008 Target or 2009 Target set forth below, the founding shareholders agree that in either case, Party B shall transfer a percentage equity interest, out of Party’s B’s share holdings in La Chapelle, to Party C and Party D, pro rata in proportion to the holdings of Party C and Party D and in accordance with the formula set forth below.

A.   The “2008 Target” is: audited net profit in 2008 of at least RMB 20 million;

B.   The “2009 Target” is: audited net profit in 2009 of at least RMB 30 million;

If 2008 Audited Net Profit is less than 90% of the 2008 Target, then the percentage ownership of LaChapelle held by Party C and Party D shall be increased by a percentage which shall be equal to:

Such Party’s Initial %	(2008 Target - 2008 Audited Net Profit)
Interest After this Transaction	X __________________________________
	2008 Audited Net Profit

If 2009 Audited Net Profit is less than 90% of the 2009 Target, then the percentage ownership of LaChapelle held by Party C and Party D shall be again increased by a percentage which shall be equal to:

Such Party’s Initial %	(2009 Target - 2009 Audited Net Profit)
Adjusted Under this Agreement	X __________________________________
	2009 Audited Net Profit

(2)   The annual financial reports of the Company shall be audited by a public accounting firm recognized by and reasonably acceptable to Party C and Party D, and each annual audit report shall be completed before the end of February of the following year. The share transfer (if applicable) referred to in subparagraph (1) above shall be completed within 1 month after the 2008 or 2009 audit reports are issued.

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3.   Other Provisions.

(1)   Party B shall cooperate to ensure that La Chapelle provides copies of its monthly financial reports and lists of expenditures to Party C and Party D.

(2)   Party B shall cooperate to ensure that Party C and Party D shall enjoy and benefit from all of the related rights and interests that they are entitled to as shareholders, under applicable law and in accordance with the internal regulations of La Chapelle.

(3)   Party C or Party D shall have the right to hire and retain professional auditors to review La Chapelle’s financial results on a quarterly and annual basis beginning from the year 2007, and confirm the execution and realization of La Chapelle’s three year budget (2007-2009) and submit such auditor report(s) to the board of directors, at their own expense.

Article Six

Other Stipulations

1.   Upon completion of the capital contribution under this Agreement, no shareholder of the Company shall be permitted to pledge its equity interest in the Company without the express approval of 100% of the other shareholders of the Company.

2.   All employee compensation plans of the Company (including compensation plans and policies for the general manager’s compensation) and any modifications to such plans and policies shall be subject to the approval of the board of directors, which specifically shall require unanimous written approval of all directors on the board.

Article Seven

Covenants

1.   Certain Covenants of Party C and Party D.

(1)   Party C and Party D have been duly authorized in signing this agreement and in implementing it, and are not prohibited by any laws or contracts that have sanctions or influences on it.

(2)   Upon execution and delivery of this Agreement by Party C and Party D, this Agreement constitutes a binding and enforceable legal obligation of Party C and Party D.

(3)   In the event that Party C or Party D breaches or infringes any of its abovementioned promises, such parties shall bear all the economic and legal consequences that result, and agree to compensate other parties to this Agreement for any losses incurred by them as a result of such breach or infringement.

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2.   Certain Covenants of Party B.

(1)   In executing, delivering and performing this Agreement, Party B shall not prohibited from entering into other agreements that do not violate the terms of this Agreement.

(2)   Upon execution and delivery of this Agreement, this Agreement constitutes a binding and enforceable legal obligation of Party B.

(3)   In the event that Party B breaches or infringes any of its abovementioned promises, Party B shall bear all the economic and legal consequences that result, and agrees to compensate other parties of this agreement for any losses incurred by them as a result of such breach or infringement.

(4)   Party B agrees to actively cooperate and assist other parties to this Agreement to register the capital increase resulting from the transaction hereunder, and sign any necessary legal documents in a timely manner.

3.   Certain Covenants of Party A Regarding Use of Proceeds.

(1)   Of the resulting proceeds of the capital contribution under this Agreement, La Chapelle agrees to allocate and use no less than RMB 4 million toward the development of the new garment brand “LA GO GO” in conjunction with the joint development efforts of Party A and Party D.

Article Eight

Taxes and Expenses

The taxes and expenses occurred for the increase in registered capital stipulated in this Agreement (including but not restricted to auditing fees and attorneys fees) shall be borne by the party incurring such fees.

Article Nine

Liabilities for Breach

Upon effectiveness of this Agreement, all the parties shall abide by the terms and conditions as specified in this Agreement. If any party fails to comply with their obligations to implement this Agreement in accordance with the terms and conditions set forth herein, the other parties to this Agreement may demand compensation from the violating party for any losses that result fron such non-compliance. If all the parties breach the agreement, each party shall be accountable for their respective liabilities resulting from such breach.

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Article Ten

Modification of this Agreement

This Agreement may be amended only by a unanimous written agreement of all of the parties to this Agreement. Any amendment so effected shall have the same force and effect as the original version of this Agreement.

Article Eleven

Governing Law and Dispute Resolution

1.   This Agreement shall be governed and interpreted under the laws of People’s Republic of China.

2.   All disputes arising from the implementation of this agreement shall be settled through friendly consultation between all the parties concerned. Where disputes cannot be settled within 30 days after commencement of friendly negotiations, any party may bring a lawsuit in the appropriate People’s Court with proper jurisdiction over the matter.

Article Twelve

Force Majeure

1.   Force majeure refers any event of circumstance beyond control of the parties, and beyond the ability of any party to predict, or unavoidable though predictable, which event or circumstance fully or partially obstructs such party from exercising such party’s obligations specified in this Agreement. Such events include but are not restricted to any strike, factory closing, explosion, shipwreck, natural disasters or public enemy activities, fire, flood, sabotage, accident, war, insurrection, rebellion, unavailable traffic and any other similar events.

2.   In an event of force majeure, if the affected party fails to fulfill any obligation under this Agreement, then such obstructed obligation ceases during the period of time when the event persists, and such grace period shall automatically be extended until the force majeure event or circumstance ends. No party shall be held liable for failing to fulfill an obligation that is obstructed by a force majeure event; provided however, that if such event or circumstance ends, such party’s obligations shall resume.

3.   Any party that encounters a force majeure event of circumstance shall give prompt written notice to the other parties, and deliver proper evidence regarding the occurrence and nature of such event. All parties agree to undertake best efforts to mitigate the effects of any such event or circumstances.

4.   In the event of a force majeure, all the parties should immediate hold consultations to find out a mutually agreeable method of resolving the matter, and shall make every reasonable effort to mitigate its effects.

5.   If a force majeure event continues for more than 90 days and all the parties concerned still have not reached a resolution of the matter, any one party shall have the right to rescind their rights and obligations under this Agreement. If the Agreement is rescinded in such manner, no any new rights or obligations shall arise for any party; provided however, all pre-existing rights and obligations of such party that pre-date this Agreement (or arising separately from this Agreement) shall remain unaffected by such rescission.

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Article Thirteen

Confidentiality

The parties to this Agreement unanimously agree that any confidential information acquired from the other parties in connection with the performance of the transaction hereunder (including but not limited to all forms of operation data, financial report forms, contracts or agreements, and other written materials and verbal information), personal information, and related materials, and this Agreement and all attachments, are all deemed to be confidential information of the party that furnished such information. Without written authorization of the owner of such information, no party shall disclose such confidential information to any third party without the express consent of the owner of such information. Any party who infringes this obligation shall be fully liable for all damages that result from such infringement.

Article Fourteen

Valid Confirmation of Notification

Under this Agreement all valid notices shall be in writing, and delivered by registered mail, express mail, or personal delivery, and notices shall be deemed delivered when received by the recipient of such notice.

Article Fifteen

Subscription, Effectiveness, and Documentation

1.   This Agreement shall become effective when all the parties hereto have executed and delivered a counterpart to this Agreement (when a natural person applies a signature and fingerprint of the left hand index finger, and when a company applies its corporate seal and appoints a representative to sign) with Party A’s seal applied striding on the slots.

2.   This Agreement is made in eight counterparts with one held by each of the parties and one retained by La Chapelle. The remaining copies shall be submitted to the PRC governing authorities for purposes of complying with applicable formalities of registration. Each counterpart shall be one and the same and shall have equal legal effect.

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IN WITNESS WHEREOF, this Capital Contribution Agreement has been executed and delivered on the date set forth below.

Party A (La Chapelle):                                      Shanghai La Chapelle Garment and Accessories Co.

By: /s/ Xing Jia-Xing                                                  

Name: Xing Jia-Xing                                                

Title: Chairman                                                           

Party B (founding shareholders): /s/ Xing Jia-xing                                                       

                Xing Jia-xing

/s/ Wu Jin-ying                                                          

Wu Jin-ying

/s/ Zhang Dan-ling                                                    

Zhang Dan-ling

Party C (a new shareholder):                            Wuxi Xin Bao Lian Investment Company Limited

By: /s/ Wan Guan-Qing                                           

Name: Wan Guan-Qing                                            

Title: President                                                          

Party D (a new shareholder):                           Goldenway Nanjing Garment Company Limited

By: /s/ Kang Yi-Hua                                               

Name: Kang Yi-Hua                                                

Title: President                                                        

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EX-99.2

JOINT VENTURE ESTABLISHMENT AGREEMENT

(English Translation)

This Joint Venture Establishment Agreement (the “Agreement”) is entered into by and between the parties below as of January 9, 2008.

Party A (Goldenway):	Goldenway Nanjing Garment Company Limited
	Ever-Glory Commercial Center,
	509 Chengxin Thoroughfare,
	Jiangning Economic and Technical Development Zone
	Nanjing, PRC
	Legal Representative: Kang Yihua
	Title: President and Chairman of the Board
Party B (La Chapelle):	Shanghai La Chapelle Garment and Accessories Company Ltd.
	Room 3300, 270 Caoxi Road, Shanghai, PRC
	Legal Representative: Xing Jiaxing
	Title: President and Chairman of the Board

RECITALS

WHEREAS, Party A and Party B intend to jointly establish a new line of ladies’ garments;

WHEREAS, through negotiations, Party A and Party B have agreed to establish and invest in a joint venture in the form of a limited company organized under the laws of People’s Republic of China;

WHEREAS, the parties hereby agree to accomplish the establishment and investment in such joint venture according to the terms and conditions set forth in this Agreement.

AGREEMENT

1. Property and Business Scope of the Company.

a) Formation of the Joint Venture. Party A and Party B agree to jointly form a PRC limited company by the name of “Shanghai LA GO GO Fashion Company Limited” or such other similar name as approved by the Shanghai government authorities (the “Company”).

b) Registered Location. The registered location of the Company shall be Shanghai, PRC.

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c) Business Objective. The business objective of the Company is to establish and create a leading brand of ladies’ garments for the mainland Chinese market.

d) Business Scope. The scope of the Company’s business shall be all activities relating to the development of the “LA GO GO” brand, including marketing and branding activities, design, production, and sales. Party A and Party B each acknowledge and agree that Party B has transferred all of its rights and ownership in the “LA GO GO” brand name (including any related brand names) to the Company, for good and valuable consideration, and that such transfer is valid and complete.

2. Registered Capital; Relative Ownership and Control.

a) The registered capital of the Company shall be RMB 10 million, with RMB 6 million contributed by Party A, and RMB 4 million contributed by Party B. Accordingly, Party A shall be the holder of 60% of the registered capital, and Party B shall be the holder of the remaining 40% of registered capital, of the Company. This registered capital is to be deposited into a Company bank account by each respective party no later than January 30, 2008, which bank account shall be made open for examination by the appropriate governmental authorities.

b) Upon establishment, the Company shall issue investment certificates to Party A and Party B, certifying as the percentage of registered capital held by each party.

c) The parties shall endeavor to make future increases in the registered capital of the Company in proportion to their respective percentage holdings of the registered capital immediately following this Agreement, and shall not deviate from such percentages without the consent of both parties. In all cases, the percentage of the registered capital of the Company held by each party shall be increased in proportion to the relative amounts of capital contributed to the Company. Notwithstanding the foregoing, each party shall undertake best efforts to make any and all required capital contributions and shall not permit either party’s percentage interest to fall below 30%.

3. Government Application and Filings.

a) Party A and Party B shall each appoint a representative for purposes of ratifying actions taken to establish the Company, to handle filings and reports to governmental agencies, and to ensure that corporate documents and papers submitted to government agencies are true, complete, and effective.

b) The Company shall open a temporary bank account in its name immediately following the preliminary ratification and registration of the Company’s name with the relevant government authorities.

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4. Company Charter.

a) Actions Requiring Shareholder Approval. None of the following actions or modifications to the Company or its charter may be made without the approval of holders of registered capital of the Company possessing at least 2/3rds of the voting power of the Company:

(1) Modification of Company charter, including any increase or decrease of registered capital; or

(2) Merger, spin-off, purchase and sale of the Company or substantially all of its assets, liquidation, bankruptcy, dissolution of the Company.

b) Responsibilities of Parties. The parties agree that the Company shall be organized in such manner that Party B shall be primarily responsible for appointing design and sales teams, while Party A shall be responsible for appointing accounting and financial managers and supervisors in charge of production. The parties further agree that Party A and Party B shall jointly appoint personnel in charge of procurement and logistics. At such time that the parties agree that the Company has reached the point of steady operations, the board of directors shall engage a new general manager and appoint directors of design and sales.

5. Transfer of Shareholdings.

a) No transfer of equity interest in the Company shall be transferred to any third party without the prior consent of holders of at least 2/3rds of the registered capital of the Company. Any attempted transfer in violation of this provision shall be void ab initio.

b)   In the event of an approved transfer of equity interests in the Company, the then existing shareholders of the Company shall have a right of first refusal to acquire the equity interest that is proposed to be transferred, in an amount that is in proportion to the percentage interest held by such non-transferring shareholders.

6. Development Plan. The parties agree to make best efforts to cooperate with each other to develop and agree upon a feasible three-year development plan and financial budget, which shall be outlined in as much detail as practicable.

Party B shall undertake its best efforts to position the “LA GO GO” brand as middle and high grade label in ladies’ garments, characterized by high quality, original style, and reasonable price, which at the same time, will be generally consistent and compatible with the design, image and style of the current brands that have been developed and now owned by Party B.

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In order to achieve rapid realization of sales revenue, within one month after establishment of the Company, Party B agrees to select and engage at least 20 experienced retailers in Shanghai, Chengdu, Nanjing, Suzhou, Beijing, Tianjin to exclusively carry and sell the LA GO GO line for 2008. These shops shall be initially selected by Party B, and the selections shall be subject to the reasonable approval of Party A.

7. Declarations, Commitments and Covenants of the Shareholders. The parties hereby covenant, as shareholders, to do the following:

a) Abide by the Company Charter.

b) Pay the full amount of each party’s capital contribution according to the amount and terms agreed upon under this Agreement.

c) Closely guard the company’s commercial and technical secrets, and refrain from engaging in same or similar business activities with other companies or organizations in any form, and to refrain from transferring or disclosing technical items related to the Company to any third party.

d) Ensure a timely and full support the Company in connection with its filings, application and reports to business administration authorities.

e) Receive dividends or other benefit allotments according to shareholding ratios.

f) Execute voting rights according to shareholding ratios.

g) Monitor the Company’s operational activities, and make provide guidance, suggestions and make necessary inquiries.

h) When needed, transfer, donate or relinquish such shareholder’s holdings according to PRC national law, administration rules or the Company Charter.

i) In the event of a termination or liquidation of the Company, to have the remaining assets allocated as per the shareholding ratio.

j) Comply with all of other rights and obligations stipulated in the local or national laws, administration rules and the Company Charter.

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8. Prohibited Actions. The parties agree that the parties shall be forbidden to take any action that harms the interests of the Company, that is pursued in the name of the Company. Any benefit gained through such an action should be relinquished to the Company, any loss caused by such action shall be paid for and/or compensated by the responsible party according to applicable law.

9. Material Transactions. The Company shall seek to enter into agreements for all material transactions, as well as any transactions relating to this Agreement, and such agreements shall be subject to the approval of the board of directors.

10. Board of Directors.

a) General. The business and affairs of the Company shall be governed at the direction of the board of directors, which shall be comprised of five (5) directors. Three (3) of such five directors shall be designated by Party A, who shall initially be (i) Kang Yi-hua, (ii) Zhu Jun, and (iii) Chen Xi-lin. Two (2) of the five directors shall be designated by Party B, and shall initially be (i) Xing Jia-xing, and (ii) Zhang Dan-ling.

b) Initial Board of Directors and Management. The company shall have one (1) chairman of the board of directors, who initially be Kang Yihua is the board chairman. The Company shall have one (1) vice-chairman of the board of directors, who shall initially be Xing Jiaxing. The Company shall have one (1) general manager who initially shall also be Xing Jiaxing. The Company shall have a chief supervisor, who shall initially be Wei Ruqin.

c) The Authority of the Board of Directors. The board of directors of the Company shall have the power and authority to:

(1) Convene shareholder meetings and report Company developments in such meetings.

(2) Carry out the resolutions of the shareholders passed in shareholder meetings.

(3) Determine the operation and investment plans of the Company.

(4) Formulate plans and projections for the Company’s yearly financial budget and year end accounts.

(5) Formulate plans for the allocation of the Company’s profits and losses.

(6) Approve the increase or decrease of registered capital of the Company (subject to requisite shareholder approval), the issuance of bonds or other securities.

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(7) Prepare, create and approve plans with respect to any material purchase of assets, merger, spin-off or dissolution of the Company.

(8) Approve investments by the Company, pledges of Company assets, and any other surety commitment or relationship of the Company subject to and within the authority granted by the shareholders.

(9) Employ or dismiss company managers, and the secretary of board meetings; subject to consideration of input from company managers, employ or dismiss deputy company managers, the chief accountant or other senior administrative staff; and determine the payments, rewards and punishments of the above.

(10) Amend the Company Charter, subject to approval of the shareholders as set forth in this Agreement.

(11) Receive and review reports made by the managers of the Company and review and assess such reports.

(12) Execute any and all other rights authorized by applicable laws and rules, the Company Charter, and the authority granted by shareholder action at shareholder meetings.

d) Board Procedures. The board of directors shall establish procedures for conducting board meetings in order to ensure efficient and rational deliberations.

e) Investment Guidelines. The board of directors shall clearly define guidelines for the general manager for the investment of the assets of the Company, and shall establish formal procedures for the audit process for Company investments. Any major investment undertaking shall be submitted to the shareholders for their approval, after examination and feedback regarding investment decisions by experts or professionals selected by the board.

11. Taxation, Accounting, Auditing and Labor Management.

a)	The Company shall pay all taxes in accordance with applicable laws and regulations.
b)	The Company’s fiscal year shall be from January 1st to December 31st every year.
c)	The Company shall establish an internal system of accounting that shall accord with the financial and accounting regulations of People’s Republic of China.
d)	The parties shall cooperate to implement the three-year development plan and financial budget created and approved by the board of directors under this Agreement. The Company shall compile monthly financial statements within 10 days after the end of each month within each fiscal year, and shall cause a copy of such reports to be submitted to each shareholder and each director. The Company shall prepare its year-end financial statements within 30 days after the end of each fiscal year and submit a copy of such year-end financial statements to each shareholder and each director. The year-end financial statements shall be reviewed and confirmed as true and accurate by a qualified auditor in accordance with applicable generally accepted accounting principles in the PRC. In the first 3 months of each fiscal year, the general manager shall prompt the accounting and financial department of the Company to compile a balance sheet, a statement of cash flows, and a profit distribution plan for the most recently completed fiscal year, and such financial statements shall be made available for examination by the board of directors.

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e)

Each shareholder at any moment has the right to have the account books or other records audited by the Company’s public accountants within 3 months after the end of a fiscal year, at such shareholder’s own expense.

f)

The recruitment, employment, dismissal, payment and granting of benefits or awards to the employees of the Company, shall be stipulated in labor contracts entered into collectively or separately, in a manner discussed and approved by the board of directors, and in accordance with the national administration rules and measures relating to labor management. All the labor contracts that are entered into shall be added to the official records of the local labor management authorities.

12. Consequences of Events of Default.

a)

Any party who fails to pay the full amount such party’s capital contribution stipulated in this Agreement, if such failure continues for 30 days, shall have its shareholding ratio adjusted to reflect the actual relative amount of registered capital invested.

b)

If this Agreement or any portion hereof cannot be performed by a party due to the breach or non-compliance of the other party, the breaching party shall bear the consequences of the default. If this Agreement or any portion hereof cannot be performed by a party due to the breach or non-compliance of more than one party, each breaching party shall be held responsible for such party’s damages resulting from such breach or non-compliance.

13. Applicable Law. This Agreement shall be governed by and interpreted under the laws of People’s Republic of China.

14. Dispute Settlement. All disputes arising from the implementation of this agreement shall be settled through friendly consultation between all the parties concerned. Where disputes cannot be settled within 30 days after commencement of friendly negotiations, any party may bring a lawsuit in the appropriate People’s Court with proper jurisdiction over the matter.

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15. Effectiveness of Agreement. This Agreement shall become effective when all the parties hereto have executed and delivered a counterpart to this Agreement (when a natural person applies a signature and fingerprint of the left hand index finger, and when a company applies its corporate seal and appoints a representative to sign).

16. Counterparts. This Agreement is made in four counterparts with one held by each of the parties. The remaining copies shall be submitted to the PRC governing authorities for purposes of complying with applicable formalities of registration. Each counterpart shall be one and the same and shall have equal legal effect.

IN WITNESS WHEREOF, this Joint Venture Establishment Agreement has been executed and delivered on the date set forth below.

Party A:	Goldenway Nanjing Garment Company Limited
		/s/ Kang Yi-hua
		Kang Yi-hua President

Party B:	Shanghai La Chapelle Garment and Accessories Company Limited
		/s/ Xing Jia-xing
		Xing Jia-xing President

Date: January 9, 2008

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EX-99.3

Contact:
Ever-Glory International Group, Inc.	CCG Elite Investor Relations
Mr. Devin Jin, Corporate Secretary	Crocker Coulson, President
Phone: +86-25-52096899	Phone: +1-646-213-1915 (New York)
E-mail: jinqiu@ever-glory.com	E-mail: crocker.coulson@ccgir.com

For Immediate Release

Ever-Glory International to Launch Private-Label LA GO GO

Women’s Fashions in Chinese Retail Stores

Nanjing, China - January 9, 2008 - Ever-Glory International Group, Inc. (OTC BB: EVGY) (“Ever-Glory,” the “Company”), a leading apparel manufacturer in the People's Republic of China (“PRC”), today announced it entered into a joint venture agreement with Shanghai La Chapelle Garment and Accessories Company Limited (“La Chapelle Garment”) to begin the widescale launch of Ever-Glory’s private-label clothing line.

The agreement will create Shanghai LA GO GO Fashion Co., Ltd. (“LA GO GO Fashion”), which will manufacture and market Ever-Glory’s inaugural LA GO GO brand toward young, professional women.

“The development of LA GO GO is an important step for the new year, as we look to broaden our offerings to the domestic Chinese market and diversify our revenues by selling these higher-margin products,” said Mr. Yihua (Edward) Kang, Ever-Glory’s Chief Executive Officer. “The LA GO GO brand will provide high-quality, stylish fashions to our core customers - younger, professional women who love to shop and tend to spend more on clothing and accessories.”

In conjunction with the agreement, Ever-Glory agreed to invest US $1.4 million in La Chapelle Garment, for a 10% stake in La Chapelle. In turn, La Chapelle will use the proceeds to finance the joint venture. Under terms of the agreement, Ever-Glory, through its subsidiary Nanjing Goldenway Garments Co., Ltd., will hold a 60% stake in LA GO GO Fashion, while La Chapelle Garment will hold the remaining 40% interest.

La Chapelle Garment currently operates a network of 350 specialty counters in more than 40 cities in China, including Beijing, Chengdu, Nanjing, Shanghai, Suzhou and Tianjin. Beginning in January, LA GO GO clothing initially will be sold at 20 specialty counters in La Chapelle Garment’s existing retail locations. By December 2008, Ever-Glory plans to expand sales into 80 specialty counters in China’s major cities.

A recent survey by consulting firm McKinsey & Company valued the retail apparel market in China at $84 billion - the world’s third-largest behind only the United States ($232 billion) and Japan ($100 billion). Consumers have continued to drive China’s retail apparel market, which is growing at a rate of about 12% per year.

About Shanghai La Chapelle Garment and Accessories Co., Ltd.

Founded in 1998, Shanghai La Chapelle Garment and Accessories Co., Ltd. is a leading woman’s wear manufacturer and distributor. It has set up a distribution network of 350 specialty counters in more than 40 cities in China. The clothes are sold under the brand of “La Chapelle” and “La Chapelle SPORT.” For more information, please visit http://www.lachapelle.cn.

About Ever-Glory International Group, Inc.

Ever-Glory International Group (OTCBB: EVGY) is a U.S. publicly-traded company engaged in international garment manufacturing for well-known middle- to high-grade casual, outer, and sportswear brands. The company's U.S. headquarters is based in Los Angeles, CA, although Ever-Glory also has three subsidiaries, Goldenway Nanjing Garments Co. Ltd., Nanjing New-Tailun Garments Co, Ltd. and Nanjing Catch-Luck Garments Co., Ltd. Ever-Glory has strategic business partners in countries including China, Europe and the U.S. The company cooperates with well-respected garment retailer chains such as Itochu, Shinko, Debenhams, Next, C&A, Itoyokado and others in handling high- and middle-grade casual wear and sportswear. The company entered into production and sales cooperation agreements with a number of internationally famous brands such as Matalan, Eddie Bauer, Best-Seller, BB Dakota and others. Ever-Glory employs more than 2,000 people. Currently, 59% of the company’s total sales revenue is from Europe, 21% from the United States, 13% from Japan and 6% from within China. For more information about Ever-Glory International Group, please visit: http://www.everglorygroup.com.

Safe Harbor Statement Under the Private Securities Litigation Reform Act of 1995: This press release contains certain "forward-looking statements," as defined in the United States Private Securities Litigation Reform Act of 1995, that involve a number of risks and uncertainties. There can be no assurance that such statements will prove to be accurate, and actual results and future events could differ materially from management's current expectations. Such factors include, but are not limited to, the company’s ability to accurately complete product orders, coordinate product design with its customers, ability to expand and grow its distribution channels, political and economic factors in the People’s Republic of China, the company’s ability to find attractive acquisition candidates and joint venture partners, the performance of third parties with whom the company does business, dependence on a limited number of larger customers and other factors detailed from time to time in the Company's filings with the United States Securities and Exchange Commission and other regulatory authorities. The company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. These forward-looking statements should be read and considered in conjunction with the “risk factors” disclosed in the company’s periodic reports and registration statements on file with the U.S. Securities and Exchange Commission.

This press release contains references to web sites controlled by third parties. The company assumes no responsibility for statements made in third party web sites.

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