Jia Meng : I. RENEWAL OF GENERAL MANDATES TO ISSUE SHARES AND TO BUY-BACK SHARES; II. RE-ELECTION OF RETIRING DIRECTORS; AND III. NOTICE OF ANNUAL GENERAL MEETING

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

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.

If you have sold or transferred all your shares inJia Meng Holdings Limited (the''Company''), you should at once hand this circular and the accompanying form of proxy to the purchaser or 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 the transferee.

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 advisers.

JIA MENG HOLDINGS LIMITED

家 夢 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8101)

1. RENEWAL OF GENERAL MANDATES TO ISSUE SHARES AND TO BUY-BACK SHARES;

2. RE-ELECTION OF RETIRING DIRECTORS; AND

3. NOTICE OF ANNUAL GENERAL MEETING

A notice convening the annual general meeting of the Company (the''AGM'') to be held at 10: 00 a.m. on Wednesday, 20 September 2017 at Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong is set out on pages AGM-1 to AGM-5 of this circular.

Whether or not you are able to attend the AGM, you are requested to complete and return the accompanying form of proxy in accordance with the instructions printed thereon to Tricor Investor Services Limited, the Hong Kong branch share registrar and transfer office of the Company, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than

48 hours before the time appointed for the holding of the AGM (or any adjournment thereof). Completion and return of the accompanying form of proxy will not preclude you from attending and voting at the AGM (or any adjournment thereof) in person if you so wish.

This circular will remain on the ''Latest Company Announcements''page of the GEM website at www.hkgem.com for at least 7 days from the date of its posting and on the Company's website at www.jmbedding.com.

18 August 2017

CHARACTERISTICS OF THE GROWTH ENTERPRISE MARKET (''GEM'') OF THE STOCK EXCHANGE OF HONG KONG LIMITED

GEM has been positioned as a market designed to accommodate companies to which a higher investment risk may be attached than other companies listed on the Stock Exchange. Prospective investors should be aware of the potential risks of investing in such companies and should make the decision to invest only after due and careful consideration. The greater risk profile and other characteristics of GEM mean that it is a market more suited to professional and other sophisticated investors.

Given the emerging nature of companies listed on GEM, there is a risk that securities traded on GEM may be more susceptible to high market volatility than securities traded on the Main Board of the Stock Exchange and no assurance is given that there will be a liquid market in the securities traded on GEM.

CONTENT

Page

Characteristics of GEM .. ........ ....... ....... ........ ....... ........ ....... .... i

Definitions ........ ....... ........ ....... ....... ........ ....... ........ ....... .... 1

Letter from the Board .... ........ ....... ....... ........ ....... ........ ....... .... 3

Appendix I -Explanatory Statement . ....... ........ ....... ........ ....... .... I-1Appendix II -Details of the Directors for Re-election . ....... ........ ....... .... II-1Notice of AGM .... ....... ........ ....... ....... ........ ....... ........ ....... .... AGM-1

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

''AGM'' the annual general meeting of the Company to be held at 10: 00 a.m. on Wednesday, 20 September 2017 at Regus Conference Centre, 35/F, Central Plaza, 18 Harbour Road, Wanchai, Hong Kong for the year ended 31 March 2017 or any adjournment thereof

''AGM Notice'' the notice convening the AGM set out on pages AGM-1 to AGM-5 of this circular

''Articles of Association'' the articles of association of the Company

''Board'' the board of Directors of the Company

''Buy-back Mandate'' a general mandate to the Directors to buy-back securities of

the Company not exceeding 10% of the aggregate number of Shares in issue as at the date of the AGM

''close associate(s)'' has the meaning ascribed thereto under the GEM Listing Rules

''Company'' Jia Meng Holdings Limited, a company incorporated in the Cayman Islands with limited liability, the Shares of which are listed on the Growth Enterprise Market of the Stock Exchange

''core connected person(s)'' has the meaning ascribed thereto under the GEM Listing Rules

''Director(s)'' the director(s) of the Company

''Extension Mandate'' to extend the Issue Mandate to the Directors to issue and allot

additional shares by adding the number of shares bought-back by the Company under the Buy-back Mandate

''GEM'' The Growth Enterprise Market of the Stock Exchange

''GEM Listing Rules'' the Rules Governing the Listing of Securities on the Growth

Enterprise Market of the Stock Exchange

''Group'' the Company and its subsidiaries

''HK$'' and''cents'' Hong Kong dollars and cents respectively, the lawful currency

of Hong Kong

''Hong Kong'' the Hong Kong Special Administrative Region of the PRC