Jiangnan : Circulars - Grant of General Mandates to Issue and Repurchase Shares, Re-election of Directors and Notice of Annual General Meeting

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Jiangnan Group Limited (''Company''), you should at once hand this circular and the accompanying form of proxy to the purchaser, the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer 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.

JIANGNAN GROUP LIMITED

江 南 集 團 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1366)

GRANT OF GENERAL MANDATES TO ISSUE

AND REPURCHASE SHARES,

RE-ELECTION OF DIRECTORS

AND

NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company to be held at 1804, 18/F., Tower 1, Admiralty Centre, 18 Harcourt Road, Admiralty, Hong Kong at 10:00 a.m. on Monday, 27 May 2019 (''Annual General Meeting'') is set out on pages AGM-1 to AGM-5 of this circular. Whether or not you are able to attend the Annual General Meeting, you are requested to complete the enclosed proxy form in accordance with the instructions printed thereon and return the same to the Company's branch share registrar and transfer office in Hong Kong, Tricor Investor Services Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong by 10:00 a.m. (Hong Kong time) on Saturday, 25 May 2019 or not less than 48 hours before the time appointed for holding any adjournment of the Annual General Meeting. Completion and return of the proxy form will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof (as the case may be) should you so wish.

24 April 2019

CONTENTS

		Page
Definitions .	. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
Letter from the Board
Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		3
General mandates to issue and repurchase Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		4
Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5
Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		5
Appendix I	- Explanatory statement on the Repurchase Mandate . . . . . . . . . .	6
Appendix II	- Details of retiring Directors proposed for re-election . . . . . . . . .	9
Notice of the Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .		AGM-1

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DEFINITIONS

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

''Annual General Meeting''	the annual general meeting of the Company convened to be
	held at 1804, 18/F., Tower 1, Admiralty Centre, 18
	Harcourt Road, Admiralty, Hong Kong at 10:00 a.m. on
	Monday, 27 May 2019, the notice of which and any
	adjournment thereof is set out on pages AGM-1 to AGM-5
	of this circular
''Articles''	the articles of association of the Company, as amended
	from time to time
''Audit Committee''	the audit committee of the Board established pursuant to
	Code Provision C.3 of the Corporate Governance Code set
	out in Appendix 14 to the Listing Rules
''Board''	the board of Directors
''Companies Law''	the Companies Law, Cap. 22 (Law 3 of 1961, as
	consolidated and revised) of the Cayman Islands
''Company''	Jiangnan Group Limited, a company incorporated in the
	Cayman Islands on 4 January 2011 under the Companies
	Law with limited liability and the shares of which are
	listed on the Main Board of the Stock Exchange
''Director(s)''	the director(s) of the Company
''Extension Mandate''	a general and unconditional mandate proposed to be
	granted to the Directors to the effect that any Shares
	repurchased under the Repurchase Mandate will be added
	to the total number of Shares which may be allotted and
	issued under the General Mandate
''General Mandate''	a general and unconditional mandate proposed to be
	granted to the Directors to exercise all powers of the
	Company to allot, issue or otherwise deal with the Shares
	up to a maximum of 20% of the number of Shares in issue
	as at the date of passing the relevant resolution as set out
	in resolution numbered 4(A) in the notice convening the
	Annual General Meeting
''Group''	the Company and its subsidiaries
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC

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	DEFINITIONS
''Latest Practicable Date''	17 April 2019, being the latest practicable date prior to the
	printing of this circular for ascertaining certain information
	contained herein
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Nomination Committee''	the nomination committee of the Board established
	pursuant to Code Provision A.5.1 of the Corporate
	Governance Code set out in Appendix 14 to the Listing
	Rules
''PRC''	the People's Republic of China
''Remuneration Committee''	the remuneration committee of the Board established
	pursuant to Code Provision B.1 of the Corporate
	Governance Code set out in Appendix 14 to the Listing
	Rules
''Repurchase Mandate''	a general and unconditional mandate proposed to be
	granted to the Directors to exercise all powers of the
	Company to repurchase Shares not exceeding 10% of the
	number of Shares in issue as at the date of passing the
	relevant resolution as set out in resolution numbered 4(B)
	in the notice convening the Annual General Meeting
''RMB''	Renminbi, the lawful currency of the PRC
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
''Share(s)''	ordinary share(s) of HK$0.01 each in the share capital of
	the Company
''Shareholder(s)''	the holder(s) for the time being of the Share(s)
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Takeovers Code''	the Hong Kong Code on Takeovers and Mergers
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''%''	per cent.

References to time and dates in this circular are to Hong Kong time and dates.

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LETTER FROM THE BOARD

JIANGNAN GROUP LIMITED

江 南 集 團 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1366)

Executive Directors:	Registered office:
Mr. Chu Hui (Chairman and Chief executive officer)	Cricket Square
Ms. Xia Yafang (Executive vice-president)	Hutchins Drive
Mr. Jiang Yongwei (Vice-president)	P.O. Box 2681
Mr. Hao Minghui	Grand Cayman KY1-1111
	Cayman Islands
Independent non-executive Directors:	Principal place of business
Mr. He Zhisong	in Hong Kong:
Mr. Yang Rongkai	Unit 09, 23/F
Mr. Poon Yick Pang Philip	Metropole Square
	No. 2 On Yiu Street
	Shatin, New Territories
	Hong Kong
	24 April 2019
To the Shareholders
Dear Sir or Madam,

GRANT OF GENERAL MANDATES TO ISSUE

AND REPURCHASE SHARES

AND

RE-ELECTION OF DIRECTORS

INTRODUCTION

The purposes of this circular are to provide you with information regarding the resolutions to be proposed at the Annual General Meeting and to give you notice of the Annual General Meeting. At the Annual General Meeting, resolutions relating to, among other matters, (i) the grant of the General Mandate, the Repurchase Mandate and the Extension Mandate; and (ii) the re-election of Directors will be proposed.

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