Cosmo Lady China : PROPOSALS FOR (1) GENERAL MANDATES TO ISSUE AND TO BUY BACK SHARES (2) RE-ELECTION OF RETIRING DIRECTORS AND (3) 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 obtain independent professional advice or consult your stockbroker or other registered dealer in securities, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Cosmo Lady (China) Holdings Company Limited, you should at once hand this circular and the accompanying form of proxy and, if applicable, the annual report to the purchaser(s) or transferee(s) or to the bank, stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser(s) or transferee(s).

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.

Cosmo Lady (China) Holdings Company Limited

都市麗人（中國）控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2298)

PROPOSALS FOR

(1) GENERAL MANDATES TO ISSUE AND TO BUY BACK SHARES

1. RE-ELECTIONOF RETIRING DIRECTORS AND
2. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the Annual General Meeting of Cosmo Lady (China) Holdings Company Limited to be held at Room 2, United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 31 May 2021 at 3:00 p.m. is set out on pages 16 to 19 of this circular.

Whether or not you are able to attend the Annual General Meeting, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the Annual General Meeting or any adjournment thereof should you so wish.

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

Please see page 3 of this circular for measures being taken to try to prevent and control the spread of the novel coronavirus (COVID-19) at the Annual General Meeting, including:

• compulsory temperature checks and health declaration
• recommended wearing of surgical face masks
• no distribution of corporate gifts and refreshments

Any person who does not comply with the precautionary measures or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the Annual General Meeting venue. In order to facilitate the prevention and control of the novel coronavirus (COVID-19), and to safeguard the health and safety of attending shareholders, the Company reminds shareholders to consider appointing the chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting as an alternative to attending the Annual General Meeting in person.

29 April 2021

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING . . . . . . . . . .	3
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
APPENDIX I - EXPLANATORY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II - DETAILS OF RETIRING DIRECTORS STANDING
FOR RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	12
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16

- i -

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 to be held at
	Room 2, United Conference Centre, 10/F., United Centre,
	95 Queensway, Admiralty, Hong Kong, on Monday,
	31 May 2021 at 3:00 p.m., notice of which is set out on
	pages 16 to 19 of this circular, and any adjournment
	thereof;
"Articles of Association"	the Memorandum and Articles of Association of the
	Company;
"associate(s)"	has the meaning ascribed to it under the Listing Rules;
"Board"	the board of Director(s);
"Company"	Cosmo Lady (China) Holdings Company Limited, a
	company incorporated in the Cayman Islands with limited
	liability, the shares of which are listed on the Main Board
	of the Stock Exchange;
"Controlling Shareholders"	has the meaning ascribed to it under the Listing Rules;
"Director(s)"	the director(s) of the Company;
"Group"	the Company and its subsidiaries from time to time;
"Harmonious Composition"	Harmonious Composition Investment Holdings Limited, a
	company incorporated on 23 January 2014 under the laws
	of the British Virgin Islands;
"HK$"	Hong Kong dollar(s), the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the
	People's Republic of China;
"Latest Practicable Date"	23 April 2021, 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, as amended, supplemented or otherwise
	modified from time to time;

- 1 -

	DEFINITIONS
"Proposed Buy-back Mandate"	a general and unconditional mandate proposed to be
	granted to the Director(s) to exercise all powers of the
	Company to buy back the Share(s) not exceeding 10% of
	the aggregate nominal amount of the issued share capital of
	the Company as at the date of passing of the relevant
	resolution at the Annual General Meeting;
"Proposed Extension Mandate"	a general and unconditional mandate proposed to be
	granted to the Director(s) to the effect that any Share(s)
	bought back under the Proposed Buy-back Mandate will be
	added to the total number of Share(s) which may be
	allotted and issued under the Proposed General Mandate;
"Proposed General Mandate"	a general and unconditional mandate proposed to be
	granted to the Director(s) to exercise all powers of the
	Company to allot, issue or otherwise deal with new
	Share(s) for up to a maximum of 20% of the aggregate
	nominal amount of the issued share capital of the Company
	as at the date of passing of the relevant resolution at the
	Annual General Meeting;
"RMB"	Renminbi, the lawful currency of the People's Republic of
	China;
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong), as amended or supplemented from
	time to time;
"Share(s)"	share(s) of US$0.01 each in the capital of the Company;
"Shareholder(s)"	the holder(s) of Share(s) in issue;
"Stock Exchange"	The Stock Exchange of Hong Kong Limited;
"Takeovers Code"	the Code on Takeovers and Mergers issued by the
	Securities and Futures Commission of Hong Kong as
	amended from time to time;
"Yao Li"	Yao Li Investment Holdings Limited, a company
	incorporated on 19 November 2018 under the laws of the
	British Virgin Islands. It is wholly owned by TMF
	(Cayman) Limited in its capacity as the trustee, for the
	benefit of, among others, Mr. Zheng Yaonan; and
"%"	per cent.

- 2 -

PRECAUTIONARY MEASURES FOR THE ANNUAL GENERAL MEETING

In view of the ongoing novel coronavirus (COVID-19) pandemic and recent requirements for prevention and control of its spread, the Company will implement the following preventive measures at the Annual General Meeting to protect all attending Shareholders, staff and other stakeholders from the risk of infection:

1. compulsory body temperature checks will be conducted on every Shareholder, proxy and other attendee at the entrance of the Annual General Meeting venue. Any person with a body temperature of over 37.4 degrees Celsius may be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue.
2. the Company encourages attendees to wear surgical face masks inside the Annual General Meeting venue at all times, and to maintain a safe distance between seats.
3. no refreshments will be served, and there will be no corporate gifts.
4. attendee may be asked whether (a) he/she travels to, or to their best of knowledge has physical contract with any person who has recently travelled to any affected countries or outside of Hong Kong at any time within the 14-day period immediately before the Annual General Meeting; and
   (b) he/she is subject to any Hong Kong Government prescribed quarantine. Anyone who responds positively to any of these questions may be denied entry into the Annual General Meeting venue or be required to leave the Annual General Meeting venue.

In the interest of all stakeholders' health and safety and consistent with recent novel coronavirus (COVID-19) guidelines for prevention and control, the Company reminds all Shareholders that physical attendance in person at the Annual General Meeting is not necessary for the purpose of exercising voting rights. Shareholders may appoint the chairman of the Annual General Meeting as their proxy to vote on the relevant resolutions at the Annual General Meeting instead of attending the Annual General Meeting in person, by completing and return the proxy form attached to this circular.

If any Shareholders choose not to attend the Annual General Meeting in person have any questions about the relevant resolutions, or about the Company or any matters for communication with the Board, he/she is welcome to contact the Company via its investor relations contact as follows:

Investor Relations

Contact Person: Ms. Kelly Fung

Email: [e-mail]

If any Shareholder has any question relating to the Annual General Meeting, please contact Computershare Hong Kong Investor Services Limited, the Company's share registrar as follows:

Computershare Hong Kong Investor Services Limited

17M Floor, Hopewell Centre

183 Queen's Road East, Wan Chai, Hong Kong Email: [e-mail]

Tel: [phone]

Fax: [phone]

- 3 -

LETTER FROM THE BOARD

Cosmo Lady (China) Holdings Company Limited

都市麗人（中國）控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2298)

Executive Directors:	Registered Office:
Mr. Zheng Yaonan (Chairman)	Ocorian Trust (Cayman) Limited
Mr. Zhang Shengfeng (Deputy Chairman)	Windward 3, Regatta Office Park
Ms. Wu Xiaoli	PO Box 1350
Mr. Siu Ka Lok (Chief Executive Officer)	Grand Cayman KY1-1108
	Cayman Islands
Non-executive Directors:
Mr. Lin Zonghong	Principal Place of Business
Mr. Wen Baoma	in Hong Kong:
Mr. Jiang Bo	Unit 909, 9/F.
Mr. Zhao Yingming	China Merchants Tower, Shun Tak Centre
	Nos. 168-200 Connaught Road Central
Independent Non-executive Directors:	Hong Kong
Mr. Yau Chi Ming
Dr. Dai Yiyi
Mr. Chen Zhigang
Dr. Lu Hong Te
	29 April 2021
To the Shareholders
Dear Sir or Madam

PROPOSALS FOR

1. GENERAL MANDATES TO ISSUE AND TO BUY BACK SHARES
2. 1. RE-ELECTIONOF RETIRING DIRECTORS

AND

(3) NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purposes of this circular are to give you the notice of the Annual General Meeting, and to provide information on certain matters to be dealt with at the Annual General Meeting, which include among other things, (i) grant of general mandates to issue and to buy back Shares; and (ii) re-election of retiring Directors.

- 4 -

LETTER FROM THE BOARD

GENERAL MANDATE TO ISSUE SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to grant the Proposed General Mandate to the Directors to exercise all powers of the Company to allot, issue and deal with new Shares up to 20% of the aggregate nominal amount of the issued share capital of the Company as at the date of passing of the resolution in relation to such general mandate. As at the Latest Practicable Date, the issued share capital of the Company comprised 2,249,457,213 Shares. On the basis that no further Shares are issued or bought back before the Annual General Meeting, the maximum number of Shares that can be allotted and issued by the Company under the Proposed General Mandate is 449,891,442 Shares.

GENERAL MANDATE TO BUY BACK SHARES

At the Annual General Meeting, an ordinary resolution will be proposed to approve the grant of the Proposed Buy-back Mandate to the Directors to exercise the powers of the Company to buy back Shares representing up to 10% of the aggregate nominal amount of the share capital of the Company as at the date of passing of the resolution in relation to such general mandate. As at the Latest Practicable Date, the issued share capital of the Company comprised 2,249,457,213 Shares. On the basis that no further Shares are issued or bought back before the Annual General Meeting, the Company will be allowed to buy back a maximum of 224,945,721 Shares which are fully paid-up.

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

PROPOSED EXTENSION MANDATE

In addition, subject to approval of the ordinary resolutions in relation to the Proposed General Mandate and the Proposed Buy-back Mandate, an ordinary resolution will be proposed to grant the Proposed Extension Mandate to the Directors to the effect that the number of Shares bought back by the Company under the Proposed Buy-back Mandate will also be added to the aggregate number of Shares which may be allotted or agreed conditionally or unconditionally to be allotted under the Proposed General Mandate.

CLOSURE OF REGISTER OF MEMBERS

For determining Shareholders' entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Wednesday, 26 May 2021 to Monday, 31 May 2021, both days inclusive, during which period no transfer of shares of the Company will be effected.

In order to be eligible to attend and vote at the Annual General Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Tuesday, 25 May 2021 for registration.

- 5 -

LETTER FROM THE BOARD

RE-ELECTION OF RETIRING DIRECTORS

The Board currently comprises twelve Directors, of which four are executive Directors, namely Mr. Zheng Yaonan, Mr. Zhang Shengfeng, Ms. Wu Xiaoli and Mr. Siu Ka Lok, four are non-executive Directors, namely Mr. Lin Zonghong, Mr. Wen Baoma, Mr. Jiang Bo and Mr. Zhao Yingming; and four are independent non-executive Directors, namely Mr. Yau Chi Ming, Dr. Dai Yiyi, Mr. Chen Zhigang and Dr. Lu Hong Te.

According to Article 108 of the Articles of Association, at every annual general meeting, one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. The Directors to retire in every year shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot. A retiring Director shall be eligible for re-election. Accordingly, Mr. Zhang Shengfeng, Mr. Lin Zonghong, Mr. Wen Baoma and Mr. Chen Zhigang, will retire by rotation at the Annual General Meeting and, being eligible, will offer themselves for re-election.

According to Article 112 of the Articles of Association, the Board shall have power from time to time and at any time to appoint any person as a Director either to fill a casual vacancy or as an additional Director. Any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of the Company after his appointment and be subject to re-election at such meeting. Any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Accordingly, Mr. Jiang Bo, who was appointed as a non-executive Director on 26 May 2020, will therefore retire at the forthcoming Annual General Meeting. Being eligible, he offers himself for re-election.

In recommending Mr. Chen Zhigang to stand for re-election as an independent non-executive Director, the nomination committee of the Company and the Board have followed the nomination policy and board diversity policy of the Company. In reviewing the structure of the Board, the nomination committee of the Company and the Board will consider the Board diversity from a number of aspect, including but not limited to gender, age, cultural and educational background, skills, knowledge, professional experience, expertise, length of service. All Board appointments will be based on meritocracy, and candidates will be considered against criteria including talents, skills and experience as may be necessary for the operation of the Board as a whole, with the objective of maintaining a balance of skills, knowledge, experience and diversity of perspectives on the Board which are appropriate to the requirements of the Company's business.

Mr. Chen Zhigang is currently a Chinese Certified Public Accountant. He is a partner in an accounting firm and is engaged in accounting related work. The nomination committee of the Company and the Board consider that Mr. Chen Zhigang has extensive experience in accounting field. The nomination committee of the Company and the Board also consider that Mr. Chen Zhigang is able to devote sufficient time and attention to perform the duties as an independent non-executive Director.

- 6 -

LETTER FROM THE BOARD

The election of Mr. Chen Zhigang as an independent non-executive Director will continue to further replenish the professional accounting knowledge of the Board and enhance the accounting standard of the Company. As such, the nomination committee of the Company proposed the re-appointment of Mr. Chen Zhigang to the Board for the latter to recommend to the Shareholders of the Company for re-election at the Annual General Meeting. The Board believes his re-election is in the best interests of the Company and its Shareholders as a whole and therefore he should be re-elected.

The nomination committee of the Company also assessed and reviewed the annual confirmation of independence based on the independence criteria as set out in Rule 3.13 of the Listing Rules of Mr. Chen Zhigang, and re-affirmed the independency of Mr. Chen Zhigang.

Ordinary resolutions will therefore be proposed at the Annual General Meeting to re-elect Mr. Zhang Shenfeng, Mr. Lin Zonghong, Mr. Wen Baoma, Mr. Chen Zhigang and Mr. Jiang Bo as Directors and their biographical details are set out in Appendix II to this circular. The re-election of the retiring Directors will be individually and separately voted on by the Shareholders of the Company.

ANNUAL GENERAL MEETING

The notice convening the Annual General Meeting is set out on pages 16 to 19 of this circular.

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of Shareholders of the Company at a general meeting must 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. Accordingly, all resolutions will be put to vote by way of poll at the Annual General Meeting. An announcement on the poll vote results will be made by the Company after the Annual General Meeting in the manner prescribed under Rule 13.39(5) of the Listing Rules.

A form of proxy for use at the Annual General Meeting and the annual report for 2020 of the Company are being sent to the Shareholders of the Company together with this circular. Whether or not you intend to be present at the Annual General Meeting, you are requested to complete and return the enclosed form of proxy to the share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited, at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong in accordance with the instructions printed thereon not less than 48 hours before the time fixed for holding the Annual General Meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting in person at the Annual General Meeting or any adjournment thereof should you so wish.

- 7 -

LETTER FROM THE BOARD

RECOMMENDATION

The Board considers that the proposed resolutions for the grant to the Directors of the Proposed General Mandate, the Proposed Buy-back Mandate and the Proposed Extension Mandate and the re-election of the retiring Directors are in the best interests of the Company and its Shareholders as a whole. Accordingly, the Board recommends all the Shareholders of the Company to vote in favour of all these resolutions to be proposed at the Annual General Meeting.

Yours faithfully

For and on behalf of the Board of

Cosmo Lady (China) Holdings Company Limited

Zheng Yaonan

Chairman

- 8 -

APPENDIX I	EXPLANATORY STATEMENT

This Appendix serves as an explanatory statement, as required by the Listing Rules, to provide requisite information to the Shareholders of the Company for their consideration of the Proposed Buy-back Mandate.

1. SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,249,457,213 Shares which are fully paid. Subject to the passing of resolution numbered 6 regarding the Proposed Buy-back Mandate as set out in the notice of Annual General Meeting and on the basis that no further Shares will be issued or bought back prior to the Annual General Meeting, the Company would be allowed under the Proposed Buy-back Mandate to buy back a maximum of 224,945,721 Shares until

1. the conclusion of the next annual general meeting of the Company; or (ii) the expiration of the period within which the next annual general meeting of the Company is required by the Articles of Association or the applicable laws to be held; or (iii) the revocation or variation by an ordinary resolution of the Shareholders of the Company in general meeting, whichever is the earlier.

2. REASONS FOR BUY-BACKS

Buy-backs of Shares may, depending on market conditions and funding arrangements at the time, lead to an enhancement of the net asset value per Share and/or earnings per Share and will only be made when the Directors believe that such buy-backs will be to the benefit of the Company and its Shareholders as a whole.

3. FUNDING OF BUY-BACKS

In buying back the Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles of Association and the laws of Cayman Islands.

It is envisaged that if the Proposed Buy-back Mandate is exercised in full, there might be a material adverse impact on the working capital and/or gearing position of the Company as compared with the position disclosed in the audited financial statements for the year ended 31 December 2020 (being the date to which the latest published audited financial statements of the Company have been made up). However, the Directors do not propose to exercise the Proposed Buy-back Mandate to such an extent as would, in the circumstances, have a material adverse effect on the working capital requirements of the Company or on the gearing level which, in the opinion of the Directors, are from time to time appropriate for the Company.

4. UNDERTAKING AND INTENTION OF CONNECTED PARTIES

The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make buy-backs pursuant to the Proposed Buy-back Mandate in accordance with the Listing Rules, the Articles of Association and all applicable laws of Cayman Islands.

- 9 -

APPENDIX I	EXPLANATORY STATEMENT

None of the Directors nor, to the best of the knowledge of the Directors having made all reasonable enquiries, any of their close associates presently intend to sell the Shares to the Company under the Proposed Buy-back Mandate in the event that the Proposed Buy-back Mandate is approved by Shareholders of the Company.

The Company has not been notified by any core connected persons (as defined under the Listing Rules) of the Company that they have a present intention to sell any Shares to the Company, or have undertaken not to do so in the event that the Proposed Buy-back Mandate is approved by the Shareholders of the Company.

5. EFFECT OF TAKEOVERS CODE

If as a result of a buy-back of Shares by the Company, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purposes of the Takeovers Code. Accordingly, a Shareholder or a group of Shareholders acting in concert could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with Rule 26 of the Takeovers Code.

As at the Latest Practicable Date, to the best of the knowledge and belief of the Directors, Harmonious Composition was interested in 735,018,732 Shares, representing approximately 32.68% of the total issued share capital of the Company.

Harmonious Composition is wholly owned by Great Brilliant Investment Holdings Limited, which is in turn wholly owned by Yao Li. Mr. Zheng Yaonan is deemed to be interested in 790,552,444 Shares, representing approximately 35.14% of the total issued share capital of the Company.

Based on the said interest of Harmonious Composition and Mr. Zheng Yaonan as at the Latest Practicable Date, in the event that the Directors exercise in full their power under the Proposed Buy-back Mandate to buy back Shares, the interest of Harmonious Composition and Mr. Zheng Yaonan would be increased to approximately 36.31% and 39.05%, respectively, of the total issued share capital of the Company. Such increase may give rise to an obligation to make a mandatory offer under Rule 26 of the Takeovers Code. The Directors have no present intention to exercise the Proposed Buy-back Mandate to such an extent as would result in takeover obligations under the Takeovers Code.

- 10 -

APPENDIX I	EXPLANATORY STATEMENT

6. MARKET PRICES

The highest and lowest prices at which the Shares were traded on the Stock Exchange during each of the previous twelve months were as follows:

	Highest price	Lowest price
	(HK$)	(HK$)
2020
April	1.06	0.84
May	1.08	0.90
June	0.99	0.48
July	0.72	0.46
August	0.50	0.42
September	0.85	0.45
October	1.55	0.71
November	1.50	1.06
December	1.38	1.18
2021
January	1.46	1.19
February	1.43	1.13
March	1.26	1.07
April (up to the Latest Practicable Date)	1.25	1.10

7. BUY-BACK OF SHARES MADE BY THE COMPANY

No buy-back of Shares has been made by the Company (whether on the Stock Exchange or otherwise) in the six months prior to the Latest Practicable Date.

- 11 -

APPENDIX II	DETAILS OF RETIRING DIRECTORS STANDING
	FOR RE-ELECTION

The information of the five retiring Directors proposed to be re-elected at the Annual General Meeting is set out as follows:

1. Mr. Zhang Shengfeng, aged 52, is a deputy chairman of the Board, an executive Director, a vice president and a member of the remuneration committee of the Company. He also holds positions as an executive director and concurrently as the general manager of a number of the Company's subsidiaries. Mr. Zhang is also one of the founders of the Group, and he is primarily responsible for the product design, research and development and procurement of the Group. Mr. Zhang has been serving the Group since September 2009.
   Mr. Zhang has been a deputy chairman of Dongguan Fenggang Association of Enterprises with Foreign Investment and an executive deputy chairman of Shenzhen Underwear Association since September 2011 and August 2012, respectively and the honorary chairman of Guangdong Underwear Association in March 2016.
   Mr. Zhang completed an executive master course in business administration from the School of Management of Xiamen University, Xiamen, Fujian Province. He also completed the executive master of business administration degree at Cheung Kong Graduate School of Business and the EMBA Course at PBC School of Finance, Tsinghua University in 2016 and 2018 respectively. Mr. Zhang obtained a college degree in industrial electric automation from Guangdong University of Technology in 1990.
   Pursuant to Part XV of the SFO, Mr. Zhang was interested and taken to be interested in a total of 222,625,173 Shares as at the Latest Practicable Date.
   Mr. Zhang has entered into a service contract with the Company. His directorship is subject to retirement by rotation and re-election in accordance with the Articles of Association. For the year ended 31 December 2020, Mr. Zhang is entitled to a total remuneration of RMB438,000 as emoluments for his services in his capacity as an executive Director. Such total remuneration is subject to annual review and determination by the Board on recommendation of the remuneration committee of the Board.
2. Mr. Lin Zonghong, aged 52, is a non-executive Director from 19 August 2019. He was a deputy chairman of the Board and an executive Director from 30 January 2014 to 19 August 2019. He is one of the founders of the Group and he is primarily responsible for giving strategic advice and making recommendations on the operations and management of the Group. Mr. Lin has been serving the Group since September 2009.
   Mr. Lin is currently studying for an EMBA course at the School of Management of Xiamen University, Xiamen, Fujian Province, and graduated from China Europe International Business School, Shanghai, upon finishing the study of the Advanced Management Program in 2013.
   Pursuant to Part XV of the SFO, Mr. Lin was interested and taken to be interested in a total of 156,290,277 Shares as at the Latest Practicable Date.

- 12 -

APPENDIX II	DETAILS OF RETIRING DIRECTORS STANDING
	FOR RE-ELECTION

Mr. Lin has entered into a service contract with the Company. His directorship is subject to retirement by rotation and re-election in accordance with the Articles of Association. For the year ended 31 December 2020, Mr. Lin is entitled to a total remuneration of RMB20,000 as emoluments for his services in his capacity as a non-executive Director. The emolument of the non-executive Director is determined by reference to the duties and responsibilities of directors towards the Company and prevailing market conditions and practice.

1. Mr. Wen Baoma, aged 59, is a non-executive Director. Mr. Wen is primarily responsible for giving strategic advice and making recommendations on the operations and management of the Group. Mr. Wen has been serving the Group since October 2010. Mr. Wen has been a partner of Capital Today China Growth (HK) Limited since 2005. Mr. Wen had held a number of senior positions in various investment companies and an investment bank:

	Duration of
Company	tenure	Last position held
Actis Capital LLP (Beijing)	From 2004 to 2005	Principal
AIG Investment Corporation (Asia) Ltd.	From 1998 to 2000	Investment Manager
Intel Capital (Hong Kong)	From 2000 to 2004	Investment Manager
Jardine Fleming Holdings Limited	From 1995 to 1997	Executive
Wisdom Alliance Limited	From 2007 to 2016	Director
Yuanmeng Household Products Co., Ltd.	From 2008 to 2017	Director

Mr. Wen obtained a bachelor's degree and a master's degree in engineering from Tsinghua University, Beijing, in 1984 and 1988, respectively, and a master of business administration degree from London Business School of the University of London, London, the United Kingdom, in 1995.

As at the Latest Practicable Date, Mr. Wen is interested in 5,000,000 Shares within the meaning of Part XV of the SFO.

Mr. Wen has entered into a letter of appointment with the Company. His directorship is subject to retirement by rotation and re-election in accordance with the Articles of Association. For the year ended 31 December 2020, Mr. Wen is entitled to a total service fee of RMB50,000 for his appointment as a non-executive Director. The emolument of the non-executive Director is determined by reference to the duties and responsibilities of directors towards the Company and prevailing market conditions and practice.

- 13 -

APPENDIX II	DETAILS OF RETIRING DIRECTORS STANDING
	FOR RE-ELECTION

1. Mr. Chen Zhigang, aged 48, is an independent non-executive Director, the chairman of the risk management committee of the Company and a member of the audit committee, remuneration committee and nomination committee of the Company. Mr. Chen is mainly responsible for giving strategic advice and making recommendations on the operations and management of the Group. He has been serving the Group since 2014.
   Mr. Chen has been a partner and the department head of the Vocation International Certified Public Accountants Co., Ltd. since 2004. He is also a Chinese Certified Public Accountant, certified by The Chinese Institute of Certified Public Accountants in September 2000 and a Certified Public Accountant with Securities and Futures Practice Qualification, certified by the China Securities Regulatory Commission in January 2004.
   Mr. Chen served as an independent non-executive director of SZ Reach Tech Co., Ltd. from November 2011 to June 2018, and served as an independent non-executive director of Guangdong Chaohua Technology Co., Ltd. from September 2010 to October 2011.
   As at the Latest Particular Date, Mr. Chen did not have any interests in the Shares within the meaning of Part XV of the SFO.
   Mr. Chen has entered into a letter of appointment with the Company. His directorship is subject to retirement by rotation and re-election in accordance with the Articles of Association. For the year ended 31 December 2020, Mr. Chen is entitled to a total service fee of RMB120,000 for his appointment as an independent non-executive Director. The emolument of the independent non-executive Director is determined by reference to the duties and responsibilities of directors towards the Company and prevailing market conditions and practice.
2. Mr. Jiang Bo, aged 39, has become a non-executive Director since May 2020. Mr. Jiang is mainly responsible for giving strategic advice and making recommendations on the operations and management of the Group.
   Mr. Jiang is currently the president of Fosun Private Equity and vice chairman of Yuyuan Beauty & Healthcare Group. Before taking his current role, he served as an executive president of Fosun New Technology and New Economy Industry Group. Fosun Private Equity is one of the investment platforms of Fosun, which manages the USD private equity funds sponsored by Fosun International Limited, a substantial shareholder of the Company.
   Prior to joining Fosun Private Equity, Mr. Jiang was an executive director of New Enterprise Associates ("NEA") from March 2012 to December 2016 and a partner of NEA's China spin-off fund Long Hill Capital from January 2017 to April 2018. NEA is one of the world's largest venture capital and growth equity firms. He was responsible for investments in China. Prior to joining NEA, Mr. Jiang held important positions in Alibaba Group from December 2006 to July 2012, responsible for establishing Alipay's mobile payment team and developing the earliest mobile payment products in China.

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APPENDIX II	DETAILS OF RETIRING DIRECTORS STANDING
	FOR RE-ELECTION

Mr. Jiang obtained a bachelor's degree in Computer Science and Technology from Tsinghua University in Beijing, a master's degree in Industrial Engineering and Logistics Management from the Hong Kong University of Science and Technology and an MBA with honors from The Wharton School of The University of Pennsylvania in 2002, 2005 and 2012, respectively.

As at the Latest Practicable Date, Mr. Jiang did not have any interests in the Shares within the meaning of Part XV of the SFO.

Mr. Jiang has entered into a letter of appointment with the Company. His directorship is subject to retirement by rotation and re-election in accordance with the Articles of Association. For the year ended 31 December 2020, Mr. Jiang did not receive any emolument in his capacity as a non-executive Director.

Save for the aforesaid disclosure, as at the Latest Practicable Date, all the aforesaid retiring Directors neither held any directorship in public companies the securities of which were listed on any securities market in Hong Kong or overseas over the last three years nor had any relationship with any Directors, senior management or substantial or Controlling Shareholders of the Company.

Save as disclosed herein, there is neither other information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to Rule 13.51(2)(v) of the Listing Rules nor is there other matter that needs to be brought to the attention of the Shareholders of the Company.

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NOTICE OF ANNUAL GENERAL MEETING

Cosmo Lady (China) Holdings Company Limited

都市麗人（中國）控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2298)

NOTICE IS HEREBY GIVEN that the Annual General Meeting of Cosmo Lady (China) Holdings Company Limited (the "Company") will be held at Room 2, United Conference Centre, 10/F., United Centre, 95 Queensway, Admiralty, Hong Kong on Monday, 31 May 2021 at 3:00 p.m. for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries for the year ended 31 December 2020 together with the reports of the directors and the auditor of the Company;
2. To re-elect the following retiring directors of the Company:
3. 1. Mr. Zhang Shengfeng;
   2. Mr. Lin Zonghong;
   3. Mr. Wen Baoma;
   4. Mr. Chen Zhigang; and
   5. Mr. Jiang Bo.
4. To authorize the board of the directors of the Company to fix the remuneration of the directors of the Company;
5. To re-appoint PricewaterhouseCoopers as the auditor of the Company and to authorise the board of directors of the Company to fix its remuneration;
6. As special business, to consider and, if thought fit, pass (with or without amendments) the following resolution as an ordinary resolution:

"THAT:

1. subject to paragraph (c) of this resolution, the exercise by the directors of the Company (the "Directors") during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue and deal with additional shares in the share capital of the Company (the "Shares") and to make or grant offers, agreements and options (including warrants to subscribe for Shares or any securities which are convertible into Shares) which would or might require the exercise of such powers be and is hereby generally and unconditionally approved;

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NOTICE OF ANNUAL GENERAL MEETING

1. the approval in paragraph (a) of this resolution shall authorise the board of Directors during the Relevant Period (as hereinafter defined) to make or grant offers, agreements and options (including warrants to subscribe for Shares or any securities which are convertible into Shares) which would or might require the exercise of such powers after the end of the Relevant Period;
2. the aggregate nominal amount of share capital allotted, issued or dealt with or agreed conditionally or unconditionally to be allotted, issued or dealt with (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) of this resolution, otherwise than pursuant to (i) a Rights Issue (as hereinafter defined); (ii) the exercise of rights of subscription, exchange or conversion under the terms of any warrants or convertible securities issued by the Company or any securities which are exchangeable into Shares; (iii) the exercise of the subscription rights under options granted under any option scheme or similar arrangement adopted by the Company; or (iv) any scrip dividend or similar arrangement providing for allotment of Shares in lieu of the whole or part of a dividend on Shares in accordance with the articles of association of the Company, shall not exceed 20% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of this resolution, and the said approval shall be limited accordingly; and
3. for the purposes of this resolution:
   "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
4. 1. the conclusion of the next annual general meeting of the Company;
   2. the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company or the applicable laws of the Cayman Islands; and
   3. the revocation or variation of approval granted under this Resolution by an ordinary resolution of the Shareholders of the Company in general meeting.

"Rights Issue" means an offer of Shares, warrants or other securities which are attached with rights to subscribe for Shares open for a period fixed by the Directors to holders of Shares whose names appear on the register of members of the Company on a fixed record date in proportion to their then holdings of Shares (subject to such exclusion or other arrangements as the Directors 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 any recognised regulatory body or any stock exchange in, any territory applicable to the Company).";

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NOTICE OF ANNUAL GENERAL MEETING

1. As special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution:
   "THAT:
2. 1. subject to paragraph (b) of this resolution, the exercise by the Directors during the Relevant Period (as hereinafter defined) of all the powers of the Company to buy back shares of the Company or any other rights to subscribe shares in the capital of the Company in each case on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") or on any other stock exchange on which shares of the Company may be listed and recognized by the Securities and Futures Commission of Hong Kong and the Stock Exchange for this purpose, subject to and in accordance with all applicable laws and the requirements of the Rules Governing the Listing of Securities on the Stock Exchange or of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
   2. the aggregate nominal amount of the Shares which the Directors are authorised to buy back pursuant to the approval in paragraph (a) of this resolution shall not exceed 10% of the aggregate nominal amount of the share capital of the Company in issue on the date of passing of this resolution, and the said approval shall be limited accordingly; and
   3. for the purposes of this Resolution, "Relevant Period" means the period from the passing of this resolution until whichever is the earliest of:
   4. 1. the conclusion of the next annual general meeting of the Company;
      2. the expiration of the period within which the next annual general meeting of the Company is required to be held by the articles of association of the Company or the applicable laws of the Cayman Islands; and
      3. the revocation or variation of the approval granted under this Resolution by an ordinary resolution of the Shareholders of the Company in general meeting."; and
3. As special business, to consider and, if thought fit, pass the following resolution as an ordinary resolution:
   "THAT conditional upon the passing of resolutions numbered 5 and 6 above, the general mandate granted to the Directors pursuant to paragraph (a) of resolution numbered 5 above be and is hereby extended by the addition to the aggregate nominal amount of the Shares which may be allotted or agreed conditionally or unconditionally to be allotted by the Directors pursuant to or in accordance with such general mandate of an amount representing the aggregate nominal amount of the share capital of the Company bought back or agreed to

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NOTICE OF ANNUAL GENERAL MEETING

be bought back by the Company pursuant to or in accordance with the authority granted under paragraph (a) of resolution numbered 6 above."

By Order of the Board

Cosmo Lady (China) Holdings Company Limited

Zheng Yaonan

Chairman

Hong Kong, 29 April 2021

Notes:

1. A member of the Company entitled to attend and vote at the Annual General Meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a member of the Company but must attend the Annual General Meeting in person to present the member.
2. Where there are joint registered holders of any Share, any one of such persons may vote at the Annual General Meeting, either personally or by proxy, in respect of such Share as if he were solely entitled thereto; but if more than one of such joint registered holders are present at the Annual General Meeting personally or by proxy, 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.
3. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy of such power or authority, must be lodged for registration with share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, not less than 48 hours before the time appointed for holding the Annual General Meeting or any adjournment thereof.
4. For determining Shareholders' entitlement to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Wednesday, 26 May 2021 to Monday, 31 May 2021, both days inclusive, during which period no transfer of shares of the Company will be effected. In order to be eligible to attend and vote at the Annual General Meeting, all properly completed transfer forms accompanied by the relevant share certificates must be lodged with the share registrar of the Company in Hong Kong, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Wanchai, Hong Kong, no later than 4:30 p.m. on Tuesday, 25 May 2021 for registration.
5. (a) If a tropical cyclone warning signal No. 8 or above or a black rainstorm warning signal is in force at any time between 1:00 p.m. and 3:00 p.m. on the day of the Annual General Meeting, the Annual General Meeting may be postponed to a later date and/or time as determined by the Company.
6. 1. If postponed, the Company will, as soon as practicable, post an announcement on its website and on the website of the Stock Exchange to notify Shareholders that the meeting has been postponed. When the date, time and venue of the rescheduled meeting has been fixed, the Company will post a further announcement on its website and on the website of the Stock Exchange to notify Shareholders of the date, time and venue of the rescheduled meeting. At least seven clear days' notice shall be given of the rescheduled meeting.
   2. The Annual General Meeting will be held as scheduled when an amber or red rainstorm warning signal is in force. After considering their own situations, members should decide on their own whether or not they would attend the Annual General Meeting under any bad weather condition and if they do so, they are advised to exercise care and caution.

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