JNBY Design Limited — AGM Information 2021

Sep 17, 2021

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt about this circular or as to the action to be taken, you should consult your stockbroker, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in JNBY Design Limited, you should at once hand this circular to the purchaser or transferee or to the bank, stockbroker or other agent through whom the sale was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this circular.

JNBY Design Limited 江南布衣有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3306)

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND

RE-ELECTION OF RETIRING DIRECTORS AND

DECLARATION OF A FINAL DIVIDEND AND DECLARATION OF A SPECIAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of JNBY Design Limited to be held at 4/F Building 3, OōELi, No. 398 Tianmushan Road Xihu District Hangzhou, Zhejiang Province PRC on 22 October 2021 at 10: 00 a.m. is set out on pages 15 to 20 of this circular. A form of proxy for use at the annual general meeting is also enclosed. Such form of proxy is also published on the website of The Stock Exchange of Hong Kong Limited (www.hkexnews.hk). Whether or not you are able to attend the annual general meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company, Link Market Services (Hong Kong) Pty Limited, at Suite 1601, 16/F., Central Tower, 28 Queen’s Road Central, Hong Kong as soon as possible but in any event not less than 48 hours before the time appointed for the holding of the annual general meeting (i.e. before 10: 00 a.m. on 20 October 2021) or any adjournment thereof. Completion and return of the form of proxy will not preclude shareholders from attending and voting in person at the annual general meeting (or any adjournment thereof) if they so wish.

20 September 2021

CONTENTS

	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
General Mandate to Issue Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Repurchase Mandate to Repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
Re-election of Retiring Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
Declaration of a Final Dividend and Declaration of
a Special Dividend out of the Share Premium Account . . . . . . . . . . . . . . . . . . . . . .	5
Closure of Register of Members . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Form of Proxy . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Voting by Poll . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I — DETAILS OF DIRECTORS
PROPOSED FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II — EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	15

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DEFINITIONS

In this circular, unless the context otherwise requires, the following expressions shall have the followings meanings:

• ‘‘Annual General the annual general meeting of the Company to be held at 4/F Meeting’’ Building 3, OōELi, No. 398 Tianmushan Road Xihu District Hangzhou, Zhejiang Province PRC on 22 October 2021 at 10: 00 a.m., or any adjournment thereof and notice of which is set out on pages 15 to 20 of this circular

• ‘‘Articles of the articles of association of the Company as amended from time Association’’ to time

• ‘‘Board’’ the board of Directors

• ‘‘Companies Act’’ the Companies Act (2021 Revision) of the Cayman Islands as amended, supplemented or otherwise modified from time to time

• ‘‘Company’’ JNBY Design Limited, a company incorporated on 26 November 2012 in the Cayman Islands with limited liability, with its shares listed on the main board of the Stock Exchange on 31 October 2016

• ‘‘Director(s)’’

the director(s) of the Company

• ‘‘General Mandate’’ a general mandate proposed to be granted to the Directors at the Annual General Meeting to allot, issue and/or deal with Shares not exceeding 20% of the number of issued Shares as at the date of passing of the relevant resolution granting the General Mandate

• ‘‘Group’’ the Company and its subsidiaries

• ‘‘Hong Kong’’ the Hong Kong Special Administrative Region of the People’s Republic of China

• ‘‘Latest Practicable 14 September 2021, being the latest practicable date prior to the Date’’ printing of this circular for the purpose of ascertaining certain information contained in this circular

• ‘‘Listing Rules’’ the Rules Governing the Listing of Securities on the Stock Exchange, as amended from time to time

• ‘‘Repurchase Mandate’’ a general mandate proposed to be granted to the Directors at the Annual General Meeting to repurchase Shares not exceeding 10% of the number of the issued Shares as at the date of passing of the relevant resolution granting the Repurchase Mandate

• ‘‘Securities and Futures Securities and Futures Ordinance, Chapter 571 of the Laws of Ordinance’’ Hong Kong, as amended from time to time

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DEFINITIONS

• ‘‘Share Premium the share premium account of the Company maintained pursuant Account’’ to section 34 of the Companies Act, the amount standing to the credit of which was approximately RMB668,308,000 as at 30 June 2021 based on the audited consolidated financial statements of the Group as at 30 June 2021

‘‘Share(s)’’ ordinary share(s) of nominal value of HK$0.01 each in the capital of the Company

• ‘‘Shareholder(s)’’ the holder(s) of the Share(s)

• ‘‘Stock Exchange’’ The Stock Exchange of Hong Kong Limited

• ‘‘Takeovers Code’’ the Code on Takeovers and Mergers and Share Buy-backs, as amended from time to time

‘‘%’’ per cent

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LETTER FROM THE BOARD

JNBY Design Limited 江南布衣有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3306)

Executive Directors: Mr. WU Jian Ms. LI Lin Ms. WU Huating

Non-executive Director: Mr. WEI Zhe

Independent Non-executive Directors: Mr. LAM Yiu Por Ms. HAN Min Mr. HU Huanxin

Registered office: Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands

Corporate headquarters: Building 2–6, OōELi No. 398 Tianmushan Road Xihu District Hangzhou, Zhejiang Province PRC

Principal place of business in Hong Kong: Unit 709, 7/F., Lippo Sun Plaza 28 Canton Road Tsim Sha Tsui Kowloon Hong Kong 20 September 2021

To the Shareholders

Dear Sir or Madam

PROPOSALS FOR

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES AND

RE-ELECTION OF RETIRING DIRECTORS AND

DECLARATION OF A FINAL DIVIDEND AND DECLARATION OF A SPECIAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT AND

NOTICE OF ANNUAL GENERAL MEETING

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LETTER FROM THE BOARD

INTRODUCTION

The purpose of this circular is to give you the notice of Annual General Meeting and the following proposals to be put forward at the Annual General Meeting: (a) granting of the General Mandate to issue Shares and the Repurchase Mandate to repurchase Shares; (b) the re-election of the retiring Directors; and (c) the declaration of a final dividend and the declaration of a special dividend out of the Share Premium Account.

GENERAL MANDATE TO ISSUE SHARES

In order to ensure flexibility and give discretion to the Directors, in the event that it becomes desirable for the Company to issue any new Shares, approval is to be sought from the Shareholders, pursuant to the Listing Rules, for the General Mandate to issue Shares. At the Annual General Meeting, an ordinary resolution numbered 6(A) will be proposed to grant the General Mandate to the Directors to exercise the powers of the Company to allot, issue and/or deal with the additional Shares not exceeding 20% of the number of issued Shares as at the date of passing of the resolution in relation to the General Mandate.

As at the Latest Practicable Date, 518,750,000 Shares were issued and have been fully paid. Subject to the passing of the ordinary resolution numbered 6(A) and on the basis that no further Shares are issued or repurchased after the Latest Practicable Date and up to the date of the Annual General Meeting, the Company will be allowed to issue a maximum of 103,750,000 Shares.

In addition, subject to a separate approval of the ordinary resolution numbered 6(C), the number of Shares repurchased by the Company under ordinary resolution numbered 6(B) will also be added to extend the General Mandate as mentioned in ordinary resolution numbered 6(A) provided that such additional value shall represent up to 10% of the number of issued Shares as at the date of passing the resolutions in relation to the General Mandate and Repurchase Mandate. The Directors wish to state that they currently have no immediate plans to issue any new Shares pursuant to the General Mandate.

REPURCHASE MANDATE TO REPURCHASE SHARES

In addition, an ordinary resolution will be proposed at the Annual General Meeting to approve the granting of the Repurchase Mandate to the Directors to exercise the powers of the Company to repurchase Shares representing up to 10% of the number of issued Shares as at the date of passing of the resolution in relation to the Repurchase Mandate.

An explanatory statement required by the Listing Rules to be sent to the Shareholders in connection with the proposed Repurchase Mandate is set out in Appendix II to this circular. This explanatory statement contains all information reasonably necessary to enable the Shareholders to make an informed decision on whether to vote for or against the relevant resolution at the Annual General Meeting.

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LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

In accordance with article 84 of the Articles of Association, one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation and will be eligible for re-election at every annual general meeting, provided that every Director shall be subject to retirement by rotation at an annual general meeting at least once every three years.

Accordingly, Ms. Wu Huating, Mr. Wei Zhe and Mr. Lam Yiu Por will retire and, being eligible, offer themselves for re-election as Directors at the Annual General Meeting.

Details of the above retiring Directors who are subject to re-election at the Annual General Meeting are set out in Appendix I to this circular in accordance with the relevant requirements of the Listing Rules.

The Nomination Committee has placed due regard on the criteria, which include but not limited to the gender, age, cultural and educational background, region, expertise experience, skills, knowledge and service term as set out in the board diversity policy of the Company amidst the review and approval of the Directors’ re-election.

The Nomination Committee has assessed and reviewed the confirmation of independence of Mr. Lam Yiu Por, who is willing to offer himself for re-election at the Annual General Meeting, and has confirmed that he has so far remained independent based on the independence criteria as set out in Rule 3.13 of the Listing Rules. Considering the extensive business background of Mr. Lam Yiu Por and his senior management and business managerial experiences in various industries, the Nomination Committee believes that he will be capable to continue his contribution to the diversified development of the Board and provide independent and professional opinion upon the Company’s business.

Therefore, the Board will nominate Ms. Wu Huating, Mr. Wei Zhe and Mr. Lam Yiu Por for their respective re-election as Directors at the Annual General Meeting.

DECLARATION OF A FINAL DIVIDEND AND DECLARATION OF A SPECIAL DIVIDEND OUT OF THE SHARE PREMIUM ACCOUNT

The Board has recommended the payment of a final dividend of HK$0.72 per ordinary share (equivalent to approximately RMB0.61 per ordinary share) and a special dividend of HK$0.39 per ordinary share (equivalent to approximately RMB0.33 per ordinary share) out of the credit standing to the Share Premium Account in respect of the year ended 30 June 2021.

As at the Latest Practicable Date, the Company has 518,750,000 Shares in issue. Based on the number of issued Shares as at the Latest Practicable Date, the special dividend, if declared and paid, will amount to an aggregate amount of HK$202,312,500 (equivalent to approximately RMB171,187,500). Subject to the fulfilment of the conditions set out in the paragraph headed ‘‘Conditions of the Payment of Special Dividend out of the Share

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LETTER FROM THE BOARD

Premium Account’’ below, the special dividend is intended to be paid out of the credit standing to the Share Premium Account pursuant to the Articles of Association and in accordance with the Companies Act.

As at 30 June 2021, based on the audited consolidated financial statements of the Group, the amount standing to the credit of the Share Premium Account was approximately RMB668,308,000. Following the payment of the special dividend, there will be a remaining balance of approximately RMB497,120,500 standing to the credit of the Share Premium Account.

Conditions of the Payment of Special Dividend out of the Share Premium Account

The payment of the special dividend out of the Share Premium Account is conditional upon the satisfaction of the following conditions:

• (a) the passing of an ordinary resolution by the Shareholders at the Annual General Meeting declaring and approving the payment of the special dividend out of the Share Premium Account pursuant to the Articles of Association; and

• (b) the Directors being satisfied that there are no reasonable grounds for believing that the Company is, or immediately following the date on which the special dividend is paid will be, unable to pay its debts as they fall due in the ordinary course of business.

The conditions set out above cannot be waived. If the conditions set out above are not satisfied, the special dividend will not be paid.

Reasons for and Effect of the Payment of Special Dividend out of the Share Premium Account

For the year ended 30 June 2021, the business and operations of the Group have generated positive earnings and cash flow. The Board considers it appropriate to distribute the special dividend in recognition of Shareholders’ support.

The Company is a holding company and a significant part of the Group’s business is carried out through operating subsidiaries of the Company at which level earnings are retained. As such, the Company may not have sufficient retained earnings to pay the special dividend at the holding company level. After taking into account a number of factors including cash flow and financial condition of the Company, the Board considers it appropriate and proposes that special dividend be paid out of the Share Premium Account in accordance with the Articles of Association and the Companies Act. The Board considers such arrangement to be in the interests of the Company and its Shareholders as a whole.

The Board believes that the payment of the special dividend will not have any material adverse effect on the underlying assets, business, operations or financial position of the Group and does not involve any reduction in the authorized or issued share capital of the Company or reduction in the nominal value of the Shares or result in any change in the trading arrangements in respect of the Shares.

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LETTER FROM THE BOARD

CLOSURE OF REGISTER OF MEMBERS

Conditional upon the passing of ordinary resolutions numbered 2 and/or 3 by the Shareholders at the Annual General Meeting, the register of members of the Company will be closed from 28 October 2021 to 29 October 2021 (both dates inclusive), during which period no transfer of Shares will be registered. The final dividend and the special dividend are expected to be paid on 15 November 2021. Shareholders whose names appear on the Company’s register of members on 29 October 2021 will be entitled to the final dividend and special dividend. The final dividend and special dividend will be paid in Hong Kong dollars. In order to be eligible for receiving the final dividend and special dividend, all transfers accompanied by the relevant share certificates must be lodged with the Company’s share registrar in Hong Kong, Link Market Services (Hong Kong) Pty Limited, at Suite 1601, 16/F., Central Tower, 28 Queen’s Road Central, Hong Kong not later than 4: 30 p.m. on 27 October 2021.

NOTICE OF ANNUAL GENERAL MEETING

Set out on pages 15 to 20 of this circular is the notice of the Annual General Meeting at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider and approve the granting of the General Mandate to issue Shares and the Repurchase Mandate to repurchase Shares, the re-election of the retiring Directors and the declaration of a final dividend and the declaration of a special dividend out of the Share Premium Account.

FORM OF PROXY

A form of proxy is enclosed for use at the Annual General Meeting. Such form of proxy is also published on the website of the Stock Exchange (www.hkexnews.hk). Whether or not you intend to attend the Annual General Meeting, you are requested to complete the form of proxy in accordance with the instructions printed thereon and return it to the Hong Kong share registrar of the Company, Link Market Services (Hong Kong) Pty Limited, at Suite 1601, 16/F., Central Tower, 28 Queen’s Road Central, Hong Kong not less than 48 hours before the time fixed for holding the Annual General Meeting (i.e. before 10: 00 a.m. on 20 October 2021) or any adjournment thereof. Completion and delivery of the form of proxy shall not preclude a Shareholder from attending and voting in person at the Annual General Meeting if they so wish and in such event the form of proxy shall be deemed to be revoked.

VOTING BY POLL

There is no Shareholder who has any material interest in the proposed resolutions regarding the General Mandate and Repurchase Mandate, therefore none of the Shareholders is required to abstain from voting on such resolutions.

Pursuant to Rule 13.39(4) of the Listing Rules and article 66 of the Articles of Association, any resolution put to the vote of the Shareholders at a general meeting shall be decided on a poll except where the chairman of the Annual General Meeting, in good faith,

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LETTER FROM THE BOARD

decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands. Accordingly, each of the resolutions set out in the notice of Annual General Meeting will be taken by way of poll.

On a poll, every Shareholder present in person or by proxy or, in the case of a Shareholder being a corporation, by its duly authorised representative, shall have one vote for every fully paid Share of which he/she/it is the holder. A Shareholder entitled to more than one vote needs not use all his/her/its votes or cast all the votes he/she/it uses in the same way.

RECOMMENDATION

The Directors consider that the proposed resolutions for the granting of the General Mandate to issue Shares, the Repurchase Mandate to repurchase Shares, the re-election of the retiring Directors and the declaration of a final dividend and the declaration of a special dividend out of the Share Premium Account are in the interests of the Group and the Shareholders as a whole. The Directors therefore recommend the Shareholders to vote in favour of all the resolutions to be proposed at the Annual General Meeting.

Yours faithfully By order of the Board JNBY Design Limited Wu Jian

Chairman and Executive Director

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

The following are the particulars of the Directors (as required by the Listing Rules) proposed to be re-elected at the Annual General Meeting.

As at the Latest Practicable Date, none of the following Directors, save as disclosed herein, had any interest in Shares within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed herein, none of the following Directors holds any position with the Company or any other member of the Group, or any directorships in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed herein, the following Directors are not otherwise related to any Directors, senior management, substantial Shareholders or controlling Shareholders (as defined in the Listing Rules).

Save as disclosed herein, there is no other matter in relation to the following Directors that needs to be brought to the attention of the Shareholders and there is no other information relating to the following Directors which is required to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

Executive Director

Ms. Wu Huating (吳華婷), aged 46, is the chief executive officer and an executive Director. Ms. Wu is primarily responsible for the Group’s overall strategy development, business planning and development. Ms. Wu has over 20 years of experience in the operation, management and investment of retail and internet industries. She was a partner of Vision Knight Capital General Partners Ltd., a private equity investment fund, from 2011 to 2018. Prior to joining Vision Knight Capital General Partners Ltd., Ms. Wu had been employed by Alibaba (China) Network Technology Co., Ltd. and served as senior director since 2006. She was mainly responsible for company brand, business marketing operations as well as marketing channel management, operation and optimization of Internet online marketing. In addition, she served as director of market development for UTStarcom Holdings Corp. from 2002 to 2006. She was also the product manager of Hangzhou Tingyi International Food Co., Ltd. under Ting Hsin International Group from 1998 to the end of 2001.

Ms. Wu graduated from Zhejiang University in 1997 with a bachelor’s degree in mechanical engineering. She holds the professional certificate in Project Management Professional (PMP) issued by Project Management Institute (PMI) and the qualification certificate of Asset Management Association of China.

Ms. Wu has entered into a service contract with the Company for an initial fixed term of three years from 8 May 2019 until terminated by either party subject to the respective terms and relevant provisions of retirement and re-election at the annual general meetings of the Company in accordance with the Articles of Association. Ms. Wu is entitled to an annual salary of RMB2,956,000, a discretionary bonus and other benefits in kind. The remuneration of Ms. Wu was determined by the Board with reference to her time commitment, responsibilities, employment condition in the Group, prevailing market rate and comparable companies.

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

As at the Latest Practicable Date, Ms. Wu was interested in 5,020,000 Shares within the meaning of Part XV of the Securities and Future Ordinance.

Non-Executive Director

Mr. Wei Zhe (衛哲), aged 50, joined our Group on June 24, 2013 when he was appointed as a non-executive Director. He is mainly responsible for providing strategic advice on the business development of our Group. Mr. Wei has over 20 years of experience in both investment and operational management in the PRC. Prior to joining our Group, Mr. Wei served as corporate finance manager at Coopers & Lybrand (now part of PricewaterhouseCoopers) from 1995 to 1998, and as managing director and head of investment banking at Orient Securities Company Limited from 1998 to 2000. Mr. Wei was a vice chairman, from 2002 to 2006, and a consultant, from 2007 to 2011, of China Chain Store & Franchise Association (中國連鎖經營協會). From 2003 to 2006, Mr. Wei was also the chief representative for Kingfisher’s China sourcing office, Kingfisher Asia Ltd. Mr. Wei joined Alibaba Group and served as senior vice president of the B2B Division from November 2006 to January 2007, and president of the B2B Division and executive vice-president of Alibaba Group, from February 2007 to February 2011. He was the chief executive officer of Alibaba.com Limited, a leading worldwide B2B e-commerce company once listed on the Stock Exchange (Stock Code: 01688 and delisted in June 2012) from October 2007 to February 2011. He was voted as one of ‘‘China’s Best CEOs’’ by FinanceAsia magazine in 2010. He has served as a director of Vision Knight Capital General Partners Ltd., a private equity investment fund since June 2011. Mr. Wei graduated from Shanghai International Studies College (上海外國語學院), Shanghai, with a bachelor’s degree in international business management in July 1993. He also completed the EMBA corporate finance evening program at London Business School, London, United Kingdom in June 1998.

Currently, Mr. Wei has served as a non-executive director of PCCW Limited, a company listed on the Main Board of the Stock Exchange (Stock Code: 00008) since May 2012. Prior to this, he was an independent non-executive director of PCCW Limited from November 2011 to May 2012. Mr. Wei served as an independent director of 500.com Limited, a company listed on the New York Stock Exchange (Stock Code: WBAI) from October 2013 to November 2015. Mr. Wei also served as a non-executive director of Zhong Ao Home Group Limited, a company listed on the Main Board of the Stock Exchange (Stock Code: 01538) from April 2015 to June 2020. Mr. Wei has been an independent director of Zall Smart Commerce Group Ltd. (formally named as Zall Development Group Ltd.) since April 2016, a company listed on the Main Board of the Stock Exchange (Stock Code: 02098).

Mr. Wei has entered into a letter of appointment with the Company for an initial term of three years commencing from October 2019 and will continue automatically upon expiry of the fixed term until terminated by either party, and is subject to the respective terms and the relevant provisions of retirement and re-election at the annual general meetings of the Company in accordance with the Articles of Association. Mr. Wei is entitled to an annual

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APPENDIX I DETAILS OF DIRECTORS PROPOSED FOR RE-ELECTION

director’s fee of RMB300,000. The remuneration of Mr. Wei was determined by the Board with reference to his time commitment, responsibilities, employment condition in the Group, prevailing market rate and comparable companies.

Independent Non-Executive Director

Mr. Lam Yiu Por (林曉波), aged 44, is an independent non-executive Director. He is primarily responsible for providing independent advice and judgment to our Board, and supervising operations of our Group. He joined our Group on October 13, 2016 when he was appointed as an independent non-executive Director. Mr. Lam has served as the Chief Financial Officer and Joint Company Secretary of Dingdang Health Technology Group Ltd. since January 2021, and also served as an independent non-executive director of Tian Ge Interactive Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 01980), since January 2021.

Prior to joining the Group, he served as the vice president and chief financial officer of L’sea Resources International Holdings Limited, a company listed on the Stock Exchange (stock code: 00195), from November 2013 to July 2020.

From June 2012 to February 2014, he was an independent non-executive director and chairman of the audit committee of GR Properties Limited (stock code: 00108, formerly known as Buildmore International Limited). From December 2014 to March 2016, Mr. Lin served as an independent non-executive director of Yat Sing Holdings Limited (stock code: 03708). From April 2015 to May 2017, Mr. Lin served as a non-executive director of Zhong Ao Home Group Limited (stock code: 01538). From November 2015 to June 2020, Mr. Lin served as an independent non-executive director of Denox Environmental & Technology Holdings Limited (stock code: 01452). From November 2016 to November 2018, Mr. Lin served as an independent non-executive director of China Tontine Wines Group Limited (stock code: 00389).

Mr. Lam received his bachelor’s degree of arts in accountancy from the Hong Kong Polytechnic University (香港理工大學) in November 1997. Mr. Lam has been a member of the Hong Kong Institute of Certified Public Accountants, an associate of the Chartered Governance Institute (formerly known as the Institute of Chartered Secretaries and Administrators), an associate of The Hong Kong Chartered Governance Institute (formerly known as The Hong Kong Institute of Chartered Secretaries), a chartered financial analyst of the CFA Institute and a fellow of the Association of Chartered Certified Accountants since October 2004, March 2006, March 2006, September 2006 and November 2007, respectively.

Mr. Lam has entered into a letter of appointment with the Company for an initial term of three years commencing from October 2019 and will continue automatically upon expiry of the fixed term until terminated by either party, and is subject to the respective terms and the relevant provisions of retirement and re-election at the annual general meetings of the Company in accordance with the Articles of Association. Mr. Lam is entitled to an annual director’s fee of RMB300,000. The remuneration of Mr. Lam was determined by the Board with reference to his time commitment, responsibilities, employment condition in the Group, prevailing market rate and comparable companies.

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APPENDIX II

EXPLANATORY STATEMENT

The following is an explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the proposed Repurchase Mandate.

SHARE CAPITAL

As at the Latest Practicable Date, the number of issued Shares was 518,750,000 Shares of nominal value of HK$0.01 each which have been fully paid. Subject to the passing of the resolution granting the Repurchase Mandate and on the basis that no further Shares are issued or repurchased before the Annual General Meeting, the Company will be allowed to repurchase a maximum of 51,875,000 Shares which represent 10% of the issued Shares during the period ending on the earlier of (i) the conclusion of the next annual general meeting of the Company; or (ii) the expiry of the period within which the next annual general meeting of the Company is required by any applicable laws or the Articles of Association to be held; or (iii) the passing of an ordinary resolution by Shareholders in general meeting of the Company revoking or varying such mandate.

REASONS FOR AND FUNDING OF REPURCHASES

The Directors believe that it is in the best interests of the Company and the Shareholders to have a general authority from the Shareholders to enable the Company to repurchase its Shares in the market. Such repurchases may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the Company’s net asset value and/or its earnings per Share and will only be made when the Directors believe that such repurchases will benefit the Company and the Shareholders as a whole.

Repurchase of the Shares must be funded out of funds legally available for such purpose in accordance with the Articles of Association and the applicable laws of the Cayman Islands. The Directors may not repurchase the Shares on the Stock Exchange for a consideration other than cash or for settlement otherwise than in accordance with the trading rules of the Stock Exchange. Subject to the foregoing, the Directors may make repurchases with profits of the Company or out of a new issuance of shares made for the purpose of the repurchase or, if authorized by the Articles of Association and subject to the Companies Act, out of capital and, in the case of any premium payable on the repurchase, out of profits of the Company or from sums standing to the credit of the Share Premium Account or, if authorized by the Articles of Association and subject to the Companies Act, out of capital.

The Directors have no present intention to repurchase any Shares and they would only exercise the power to repurchase in circumstances where they consider that the repurchase would be in the best interests of the Company. The Directors believe that if the Repurchase Mandate is exercised in full, it may have a material adverse impact on the working capital and gearing position of the Company, as compared with the positions disclosed in the audited consolidated financial statements of the Company as at 30 June 2021, being the date to which the latest published audited consolidated financial statements of the Company were made up. The Directors do not propose to exercise the Repurchase Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or its gearing levels which, in the opinion of the Directors, are from time to time appropriate for the Company.

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APPENDIX II

EXPLANATORY STATEMENT

GENERAL

None of the Directors nor, to the best of their knowledge, having made all reasonable enquiries, their respective close associates (as defined in the Listing Rules), have any present intention if the Repurchase Mandate is approved by the Shareholders, to sell any Shares to the Company.

The Directors have undertaken to the Stock Exchange that, so far as the same may be applicable, they will exercise the Repurchase Mandate in accordance with the Listing Rules, the Articles of Association and the applicable laws of the Cayman Islands.

No core connected person (as defined in the Listing Rules) has notified the Company that he or she has a present intention to sell any Shares to the Company, or has undertaken not to do so, if the Repurchase Mandate is approved by the Shareholders.

TAKEOVERS CODE

If as a result of a repurchase of Shares pursuant to the Repurchase Mandate, a Shareholder’s proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition of voting rights for the purposes of the Takeovers Code. Accordingly, a Shareholder, or a group of Shareholders acting in concert (within the meaning under the Takeovers Code), depending on the level of increase in the Shareholder’s interest, could obtain or consolidate control of the Company and thereby become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code. Save as aforesaid, the Directors are not aware of any consequences which would arise under the Takeovers Code as a result of any repurchase of Shares pursuant to the Repurchase Mandate.

As at the Latest Practicable Date, to the best knowledge and belief of the Directors, each of Mr. Wu Jian and Ms. Li Lin was interested in 318,881,000 Shares, representing approximately 61.47% in aggregate number of issued Shares. In the event that the Directors exercise in full the Repurchase Mandate, the shareholding of each of Mr. Wu Jian and Ms. Li Lin in the Company will be increased to approximately 68.30% of the issued Shares. To the best knowledge and belief of the Directors, such increase would not give rise to an obligation to make a mandatory offer under the Takeovers Code. The Directors have no present intention to repurchase the Shares to the extent that will trigger the obligations under the Takeovers Code for Mr. Wu Jian and Ms. Li Lin to make a mandatory offer. The Directors are not aware of any other consequences which may arise under the Takeovers Code as a result of any purchase by the Company of its Shares.

The Listing Rules prohibit a company from making repurchase on the Stock Exchange if the result of the repurchase would be that less than 25% (or such other prescribed minimum percentage as determined by the Stock Exchange) of the total number of issued Shares would be in public hands. The Directors do not propose to repurchase Shares which would result in less than the prescribed minimum percentage of Shares in public hands.

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APPENDIX II

EXPLANATORY STATEMENT

SHARE REPURCHASE MADE BY THE COMPANY

No repurchases of Shares have been made by the Company during the six months prior to the Latest Practicable Date (whether on the Stock Exchange or otherwise).

SHARE PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during the 12 months preceding the Latest Practicable Date were as follows:

								Highest	Lowest
Month								prices	prices
								HK$	HK$
2020
September								8.01	7.16
October								9.33	7.30
November								10.40	8.11
December								9.15	8.01
2021
January								9.54	8.43
February								12.56	8.88
March								15.14	12.00
April								15.52	12.80
May								15.86	12.76
June								15.38	12.90
July								19.80	12.50
August								21.50	15.82
September	(up	to	and	including	the	Latest	Practicable
Date)								19.74	17.50

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NOTICE OF ANNUAL GENERAL MEETING

JNBY Design Limited 江南布衣有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3306)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN THAT the annual general meeting (the ‘‘AGM’’) of JNBY Design Limited (the ‘‘Company’’) will be held at 4/F Building 3, OōELi, No. 398 Tianmushan Road Xihu District Hangzhou, Zhejiang Province PRC on Friday, 22 October 2021 at 10: 00 a.m. for the following purposes:

1. To receive and adopt the audited consolidated financial statements of the Company and the reports of the directors and the auditor for the year ended 30 June 2021.

2. To consider and approve the declaration of a final dividend of HK$0.72 per ordinary share (equivalent to approximately RMB0.61 per ordinary share) for the year ended 30 June 2021.

3. To consider and approve the declaration of a special dividend of HK$0.39 per ordinary share (equivalent to approximately RMB0.33 per ordinary share) out of the share premium account of the Company for the year ended 30 June 2021.

4. (A) To re-elect the following retiring directors of the Company:

   • (i) To re-elect Ms. Wu Huating as an executive director of the Company.

   • (ii) To re-elect Mr. Wei Zhe as a non-executive director of the Company.

   • (iii) To re-elect Mr. Lam Yiu Por as an independent non-executive director of the Company.

5. (B) To authorize the board of directors of the Company to fix the remuneration of the directors of the Company.

6. To re-appoint PricewaterhouseCoopers as auditor of the Company and authorize the board of directors of the Company to fix its remuneration.

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NOTICE OF ANNUAL GENERAL MEETING

1. To consider and, if thought fit, pass the following resolutions as ordinary resolutions:

(A) ‘‘That:

• (i) subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and/or otherwise deal with additional shares of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for shares or such convertible securities of the Company and to make or grant offers, agreements and/or options (including bonds, warrants and debentures convertible into shares of the Company) which may require the exercise of such powers, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (as amended from time to time) (the ‘‘Listing Rules’’), be and is hereby generally and unconditionally approved;

• (ii) the approval in paragraph (i) above shall be in addition to any other authorization given to the directors of the Company and shall authorize the directors of the Company during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and/or options which may require the exercise of such power after the end of the Relevant Period;

• (iii) the aggregate number of shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to options or otherwise) by the directors of the Company during the Relevant Period (as hereinafter defined) pursuant to paragraph (i) above, otherwise than pursuant to a Rights Issue or pursuant to the exercise of any subscription rights which may be granted under any share option scheme or any Restricted Share Unit Scheme or any scrip dividend scheme or similar arrangements, any adjustment of rights to subscribe for shares under options and warrants or a special authority granted by the shareholders of the Company or an issue of shares in lieu of the whole or part of a dividend on shares in accordance with the Articles of Association of the Company) with an aggregate number of not more than 20% of the number of issued shares of the Company as at the date of passing this resolution; and

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NOTICE OF ANNUAL GENERAL MEETING

• (iv) for the purpose of this resolution:

• (a) ‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earlier of:

  • (1) the conclusion of the next annual general meeting of the Company; and

  • (2) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

• (b) ‘‘Rights Issue’’ means an offer of shares in the capital of the Company, or an offer or issue of warrants, options or other securities giving rights to subscribe for shares, open for a period fixed by the directors of the Company to holders of shares in the capital of the Company whose names appear on the register of members on a fixed record date in proportion to their holdings of shares (subject to such exclusion or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or, having regard to any restrictions or obligations under the laws of, or the requirements of, or the expense or delay which may be involved in determining the exercise or extent of any restrictions or obligations under the laws of, or the requirements of, any jurisdiction applicable to the Company, any recognised regulatory body or any stock exchange applicable to the Company).’’

(B) ‘‘That:

• (i) subject to paragraph (ii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of and on behalf of the Company to repurchase shares of the Company on The Stock Exchange of Hong Kong Limited (‘‘Stock Exchange’’) or on any other stock exchange on which the shares of the Company may be listed and recognized for this purpose by the Securities and Futures Commission and the Stock Exchange under the Codes on Takeovers and Mergers and Share Buy-backs and, subject to and in accordance with all applicable laws and the Listing Rules, be and is hereby generally and unconditionally approved;

• (ii) the aggregate number of the shares of the Company, which may be repurchased by the Company during the Relevant Period (as hereinafter defined) pursuant to the approval in paragraph (i) above shall represent up to 10% of the number of issued shares of the Company as at the date of passing this resolution;

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NOTICE OF ANNUAL GENERAL MEETING

• (iii) for the purpose of this resolution:

‘‘Relevant Period’’ means the period from the passing of this resolution until whichever is the earlier of:

• (a) the conclusion of the next annual general meeting of the Company; and

• (b) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.’’

• (C) ‘‘That conditional upon the resolutions numbered 6(A) and 6(B) set out above being passed, the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and/or otherwise deal with new securities of the Company and to make or grant offers, agreements and options which might require the exercise of such powers pursuant to the ordinary resolution numbered 6(A) set out above be and is hereby extended by the addition to the number of issued shares of the Company which may be allotted or agreed conditional or unconditionally to be allotted by the directors of the Company pursuant to such general mandate of an amount representing the number of issued shares of the Company repurchased by the Company under the authority granted pursuant to ordinary resolution numbered 6(B) set out above, provided that such extended amount shall represent up to 10% of the number of issued shares of the Company as at the date of passing the Company resolutions.’’

By order of the Board JNBY Design Limited Wu Jian Chairman and Executive Director

Hong Kong, 20 September 2021

Principal place of business Registered office: Corporate Headquarters: in Hong Kong: Cricket Square Building 2–6, OōELi Unit 709, 7/F Hutchins Drive No. 398 Tianmushan Road Lippo Sun Plaza P.O. Box 2681 Xihu District 28 Canton Road Grand Cayman KY1-1111 Hangzhou, Zhejiang Province Tsim Sha Tsui Cayman Islands PRC Kowloon Hong Kong

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NOTICE OF ANNUAL GENERAL MEETING

Notes:

• (i) All resolutions at the AGM will be taken by poll pursuant to the Listing Rules and the results of the poll will be published on the websites of the Stock Exchange and the Company in accordance with the Listing Rules.

• (ii) Ordinary resolution numbered 6(C) will be proposed to the shareholders for approval provided that ordinary resolutions numbered 6(A) and 6(B) are passed by the shareholders of the Company.

• (iii) Any member of the Company entitled to attend and vote at the AGM is entitled to appoint more than one proxy to attend and on a poll, vote in his/her stead. A proxy need not be a member of the Company. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

• (iv) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the vote(s) of the other joint holder(s) and for this purpose seniority shall be determined as that one of the said persons so present whose name stands first on the register of members of the Company in respect of such share shall alone be entitled to vote in respect thereof.

• (v) In order to be valid, the form of proxy together with the power of attorney or other authority, if any, under which it is signed or a certified copy of that power of attorney or authority, must be deposited at the Hong Kong share registrar of the Company, Link Market Services (Hong Kong) Pty Limited, at Suite 1601, 16/F., Central Tower, 28 Queen’s Road Central, Hong Kong not less than 48 hours before the time appointed for the holding of the AGM (i.e. before 10: 00 a.m. on 20 October 2021) or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the AGM and, in such event, the instrument appointing a proxy shall be deemed to be revoked.

• (vi) For determining the right to attend and vote at the AGM to be held on 22 October 2021, the register of members of the Company will be closed from 19 October 2021 to 22 October 2021 (both days inclusive), during which period no transfer of shares will be registered. In order to qualify for attending and voting at the AGM, all transfer of shares accompanied by the relevant share certificates and transfer forms must be lodged with the Hong Kong share registrar of the Company, Link Market Services (Hong Kong) Pty Limited, at Suite 1601, 16/F., Central Tower, 28 Queen’s Road Central, Hong Kong for registration no later than 4: 30 p.m. on 18 October 2021.

• (vii) For determining the entitlement of shareholders of the Company to receive the final dividend and the special dividend, the register of members of the Company will also be closed from 28 October 2021 to 29 October 2021, both days inclusive, during which period no share transfers can be registered. In order to qualify for the proposed final dividend and special dividend, all transfer of shares accompanied by the relevant share certificates and transfer forms must be lodged with the Hong Kong share registrar of the Company, Link Market Services (Hong Kong) Pty Limited, at Suite 1601, 16/F., Central Tower, 28 Queen’s Road Central, Hong Kong for registration no later than 4: 30 p.m. on 27 October 2021.

• (viii) In respect of the ordinary resolutions numbered 4(A) above, Ms. Wu Huating, Mr. Wei Zhe and Mr. Lam Yiu Por shall retire and, being eligible, offered themselves for re-election. Details of the above retiring directors are set out in Appendix I to the accompanied circular dated 20 September 2021.

• (ix) In respect of the ordinary resolution numbered 6(A) above, the directors of the Company wish to state that they have no immediate plans to issue any new securities of the Company referred therein. Approval is being sought from the shareholders of the Company as a general mandate for the purposes of the Listing Rules.

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NOTICE OF ANNUAL GENERAL MEETING

• (x) In respect of the ordinary resolution numbered 6(B) above, the directors of the Company wish to state that they will exercise the powers conferred by the repurchase mandate to repurchase shares of the Company in circumstances which they deem appropriate and for the benefits of shareholders of the Company. The explanatory statement containing the information necessary to enable shareholders to make an informed decision on whether to vote for or against the resolution to approve the repurchase by the Company of its own shares, as required by the Listing Rules, is set out in Appendix II to the accompanied circular dated 20 September 2021.

• (xi) Pursuant to Rule 13.39(4) of the Listing Rules, voting for all the resolutions set out in the notice of the AGM will be taken by poll, except where the chairman, in good faith, decides to allow a resolution which relates purely to a procedural or administrative matter to be voted on by a show of hands.

• (xii) If Typhoon Signal No.8 or above is expected to be hoisted or a Black Rainstorm Warning Signal is expected to be in force any time after 8: 00 a.m. on the date of the AGM, then the meeting will be postponed. The Company will post an announcement on the website of the Company (www.jnbygroup.com) and HKEXnews website (www.hkexnews.hk) to notify shareholders of the date, time and place of the rescheduled meeting. The AGM will be held as scheduled when an Amber or a Red Rainstorm Warning Signal is in force. Shareholders should decide on their own whether they would attend the meeting under bad weather condition bearing in mind their own situations.

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