Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") take no responsibility for the contents of this announcement, 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 announcement.

杉杉品牌運營股份有限公司

Shanshan Brand Management Co., Ltd.

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 1749)

SUPPLEMENTAL NOTICE OF 2021 ANNUAL GENERAL MEETING

Reference is made to the announcement of Shanshan Brand Management Co., Ltd. (the "Company") dated 6 May 2021 about the proposal received from Ningbo Liankangcai Brand Management Co., Ltd.*, a substantial shareholder of the Company, in relation to the nomination of Mr. Chow Ching Ning as a candidate for an independent non-executive director of the second session of the board of directors of the Company (the "INED"), which will be considered and approved at the forthcoming annual general meeting of the Company scheduled to be held on Friday, 4 June 2021 (the "2021 AGM"). Accordingly, this notice is supplemental to the notice of the 2021 AGM dated 19 April 2021 (the "2021 AGM Notice") to convene the 2021 AGM on Friday, 4 June 2021 at 10:00 a.m. at Conference Room, Third floor of Building B1, Shanshan New Energy Base, 238 Yunlin Middle Road, Wangchun Industrial Park, Ningbo, Zhejiang Province, the People's Republic of China (the "PRC").

  • for identification purpose only

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SUPPLEMENTAL NOTICE IS HEREBY GIVEN that in addition to the resolutions contained in the 2021 AGM Notice, the following supplementary resolution be put forward to the shareholders of the Company for the purpose of considering and, if thought fit, passing the following ordinary resolution:

8A. To consider and approve the appointment of Mr. Chow Ching Ning as an INED of the Company and authorise the board of directors of the Company to fix his remuneration. For the biographical details of Mr. Chow Ching Ning, please refer to the Appendix I to this supplemental notice.

Unless otherwise stated, capitalised terms used in this supplemental notice shall have the same respective meanings as those defined in the 2021 AGM Notice.

Save as set out above, all resolutions contained in the 2021 AGM Notice will remain to have full force and effect.

By Order of the Board

Shanshan Brand Management Co., Ltd.

Luo Yefei

Chairman and Executive Director

Ningbo, the PRC, 7 May 2021

Registered office:

238 Yunlin Middle Road, Wangchun Industrial Park

Ningbo, Zhejiang Province, the PRC

Principal place of business in Hong Kong:

31/F., 148 Electric Road, North Point, Hong Kong

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Notes:

  1. Please refer to the Company's circular dated 19 April 2021 and the 2021 AGM Notice dated 19 April 2021 for detailed information in respect of other resolutions to be put forward at the 2021 AGM, eligibility for attending the 2021 AGM, appointment of proxy, closure of register of members and other relevant matters.
  2. A second form of proxy (the "Second Form of Proxy") is enclosed with this supplemental notice. Below are the special arrangements about completion and submission of the Second Form of Proxy.
    A Shareholder who has not yet lodged the form of proxy sent together with the circular dated 19 April 2021 and the 2020 annual report of the Company (the "First Form of Proxy") with either (i) in the case of holders of H Shares, the Company's H share registrar, Boardroom Share Registrars (HK) Limited at Room 2103B, 21/F., 148 Electric Road, North Point, Hong Kong; or (ii) in the case of holders of Domestic Shares, the Company's registered office address at the office of the Board of Directors, 238 Yunlin Middle Road, Wangchun Industrial Park, Ningbo, Zhejiang Province, the PRC is requested to lodge the Second Form of Proxy if he/she/it wishes to appoint proxies to attend the 2021 AGM on his/her/its behalf. In this case, the First Form of Proxy should not be lodged with the Company's H share registrar or registered office.
    A Shareholder who has already lodged the First Form of Proxy with the Company's H share registrar or registered office should note that:
    1. For the additional resolution 8A as set out in this supplemental notice, which was not included in the First Form of Proxy, the proxy appointed under the First Form of Proxy shall have the right to vote at his/her/its discretion if no relevant instruction is received. If no Second Form of Proxy is lodged with the Company's H share registrar or registered office, the First Form of Proxy will be treated as a valid form of proxy lodged by him/her/it if correctly completed.
    2. If the Second Form of Proxy is lodged with the Company's H share registrar or registered office 24 hours prior to the time appointed for holding the 2021 AGM or its adjournment (the "Closing Time"), the Second Form of Proxy will revoke and supersede the First Form of Proxy previously lodged by him/her/it. The Second Form of Proxy will be treated as a valid form of proxy lodged by the Shareholder if correctly completed.
    3. If the Second Form of Proxy is lodged with the Company's H share registrar or registered office after the Closing Time, the Second Form of Proxy will be invalid. However, it will revoke the First Form of Proxy previously lodged by the Shareholder, and any vote that may be cast by the purported proxy (whether appointed under the First Form of Proxy or the Second Form of Proxy) will not be counted in any poll which will be taken on a proposed resolution. Accordingly, Shareholders are advised not to lodge the Second Form of Proxy after the Closing Time. If such Shareholders wish to vote at the 2021 AGM, they will have to attend in person and vote at the 2021 AGM themselves.

Shareholders are reminded that completion and delivery of the First Form of Proxy and/or the Second Form of Proxy will not preclude Shareholders from attending and voting in person at the 2021 AGM or its adjournment should he/she/it so wish.

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  1. Given the ever-evolving Novel Coronavirus (COVID-19) pandemic, in order to facilitate the prevention of spread of COVID-19 and safeguard the health and safety of the Shareholders, it is suggested that Shareholders consider appointing the chairman of the meeting as his/her/its proxy to vote at the 2021 AGM instead of attending in person.
  2. This supplemental notice is prepared in both English and Chinese. In the event of any inconsistency, the English text of this supplemental notice shall prevail.

As at the date of this notice, the executive Directors are Mr. Luo Yefei (Chairman), Mr. Cao Yang (Vice-Chairman) and Ms. Yan Jingfen; the non-executive Directors are Ms. Zhao Chunxiang, Ms. Zhou Yumei and Mr. Zheng Shijie; and the independent non-executive Directors are Mr. Au Yeung Po Fung, Mr. Wang Yashan and Mr. Wu Xuekai.

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APPENDIX I

The biographical details of Mr. Chow Ching Ning are set out below:

Mr. Chow, aged 52, has over 20 years of investment experience and is currently a managing partner with Radiant Tech Ventures, a Hong Kong based venture fund manager that invests in technology-empowered sectors such as fintech, electronic and mobile-commerce, healthcare, smart cities, etc across various geographical markets: Hong Kong/China (Greater Bay Area), Israel and South East Asia. Radiant Tech Ventures is a Hong Kong Securities and Futures Commission licensed asset management company and upholds the highest standard of corporate governance and business ethics and it is one of the six selected Co-Investment Partners of the Hong Kong Special Administrative Region, through the ITVF scheme in 2018. Mr. Chow is a responsible officer for type 9 (asset management) regulated activities under the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong (the "SFO").

Mr. Chow was born in Hong Kong but grew up in Singapore where he had lived for over 8 years. He obtained a bachelor's degree (Hons) in Business Studies from the Hong Kong Polytechnic University and is a chartered financial analyst by CFA Institute and a fellow member of the Hong Kong Institute of Certified Public Accountants.

Mr. Chow is currently an independent non-executive director of China LNG Group Limited, a company listed on the main board of the Stock Exchange (stock code: 931). He was an independent non-executive director of SinoSun Technology Co. Ltd., a company listed on Shenzhen Stock Exchange (SHE stock code: 300333) from April 2017 to May 2020.

The term of office of Mr. Chow for the appointment as an independent non-executive director of the Company (the "INED") shall commence from the date of approval at the 2021 annual general meeting of the Company (the "2021 AGM") until the expiry of the term of the second session of the Board. Upon the approval of the appointment of Mr. Chow as an INED at the 2021 AGM, the Company will enter into an appointment letter with him in connection with his appointment. Mr. Chow will receive a director's fee of HK$120,000 per annum (including tax), which was determined by the Board in accordance with the applicable laws, regulations and regulatory provisions, and the remuneration policy (such as his qualifications, experience, duties and responsibilities with the Company) set by the remuneration committee of the Board.

Save as disclosed above and as at the date of this notice, Mr. Chow (i) does not hold any directorship in other listed public companies in Hong Kong or overseas in the last three years or any other position in the Company or any of its subsidiaries or other major appointments; (ii) does not have any relationships with any directors, supervisors, senior management, substantial shareholder or controlling shareholder (as respectively defined in the Listing Rules) of the Company; and (iii) does not have any interests or is not deemed to have any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO.

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Save as disclosed above, there are no other matters concerning the proposed appointment of Mr. Chow as an INED that need to be brought to the attention of the shareholders of the Company, nor is there other information that is required to be disclosed pursuant to the provisions of Rule 13.51(2)(h) to (v) of the Listing Rules.

The nomination is proposed in accordance with the Company Law of the People's Republic of China, the articles of association of the Company and the nomination policy of the Company as set out in the "Corporate Governance Report" section contained in the 2020 annual report of the Company on pages 36 and 37, and taking into consideration different diversity factors (including but not limited to, gender, age, cultural and educational background, skills and professional experience and knowledge), and have been reviewed by the nomination committee of the Board and considered by the Board. Such nomination will be proposed for Shareholders' approval at the 2021 AGM. Mr. Chow has extensive experience in accounting and financial management, investment management and business management and operation, which will benefit the development of the Company in relation to internal control, corporate governance, accounting and financial management and business management; optimise the structure of the Board; guide the Company to further strengthen its compliance management and help the Board to better supervise the Company's promotion and implementation of its development strategic planning. Given his background and past experience, in particular his professional background and his accounting expertise, the Board believes that the appointment of Mr. Chow enables the Board to maintain its board diversity, and Mr. Chow will provide valuable, independent, balanced and objective view to the Company's affairs.

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Shanshan Brand Management Co. Ltd. published this content on 06 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 May 2021 19:14:21 UTC.