Nameson : NOTICE OF ANNUAL GENERAL MEETING, RE-ELECTION OF DIRECTORS AND GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

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 are in any doubt as to any aspect of this circular or as to any action to be taken, you should consult a 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 Nameson Holdings Limited, you should at once hand this circular with the enclosed form of proxy to the purchaser or transferee or to the bank or stockbroker or other agent through whom the sale or transfer was effected for transmission to the purchaser or the transferee.

南 旋 控 股 有 限 公 司

NAMESON HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1982)

NOTICE OF ANNUAL GENERAL MEETING,

RE-ELECTION OF DIRECTORS

AND

GENERAL MANDATES TO ISSUE SHARES

AND REPURCHASE SHARES

A notice convening an annual general meeting of Nameson Holdings Limited to be held at Lion Rock, 6/F, Sha Tin Clubhouse, Sha Tin, New Territories, Hong Kong on Friday, 21 August 2020 at 10:30 a.m. is set out on pages 16 to 20 of this circular. A form of proxy for use at the AGM 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 meeting or any adjournment thereof, you are requested to complete and return the enclosed form of proxy in accordance with the instructions printed thereon to the Company's branch share registrar 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 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 meeting, or any adjournment thereof, should you so wish.

As part of our control measures to safeguard the health and safety of the Shareholders, the Company encourages the Shareholders to consider appointing the Chairman of the AGM as their proxy to vote as instructed by the Shareholders on the relevant resolutions at the AGM, instead of attending the AGM in person. Please see page 21 of the Circular for measures being taken to try to prevent and control the spread of the COVID-19 at the AGM.

23 July 2020

CONTENTS
	Page
DEFINITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	1
LETTER FROM THE BOARD . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	4
RE-ELECTION OF DIRECTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	5
GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES . . . .	5
ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	6
TYPHOON OR BLACK RAINSTORM WARNING ARRANGEMENTS . . . . . . . . . .	6
VOTING PROCEDURE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
PROXY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
RECOMMENDATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
RESPONSIBILITY STATEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	7
MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	8
APPENDIX I - INFORMATION ON THE DIRECTORS PROPOSED FOR
RE-ELECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	9
APPENDIX II - EXPLANATORY STATEMENT FOR THE REPURCHASE
MANDATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	13
NOTICE OF ANNUAL GENERAL MEETING . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .	16
PRECAUTIONARY MEASURES FOR ANNUAL GENERAL MEETING . . . . . . . . . .	21

- i -

DEFINITIONS

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

''AGM''	the annual general meeting of the Company to be held at
	Lion Rock, 6/F, Sha Tin Clubhouse, Sha Tin, New
	Territories, Hong Kong on Friday, 21 August 2020 at
	10:30 a.m., or any adjournment thereof
''AGM Notice''	the notice convening the AGM set out on pages 16 to 20 of
	this circular
''Articles''	the articles of association of the Company as amended from
	time to time
''Board''	the board of Directors
''BVI''	the British Virgin Islands
''close associates''	has the meaning ascribed thereto in the Listing Rules
''Company''	Nameson Holdings Limited, a company incorporated in the
	Cayman Islands and whose Shares are listed on the Main
	Board of the Stock Exchange
''Controlling Shareholder(s)''	has the meaning ascribed to it under the Listing Rules and
	for the purposes of this circular, means each of Happy
	Family BVI, Nameson Investments, Mr. Wong Ting Chung,
	Mr. Wong Ting Kau and Mr. Wong Ting Chun
''core connected person''	has the meaning ascribed thereto in the Listing Rules
''Director(s)''	the director(s) of the Company
''First Team (HK)''	First Team (HK) Limited (創匯添(香港)有限公司), a
	limited liability company incorporated in Hong Kong on 6
	May 2005 and an indirect wholly-owned subsidiary of our
	Company
''Group''	the Company and its subsidiaries
''Happy Family BVI''	Happy Family Assets Limited (庭槐資產有限公司), a
	limited liability company incorporated in the BVI on 23
	February 2015 and is wholly-owned by East Asia
	International Trustees Limited

- 1 -

	DEFINITIONS
''Happy Family Trust''	a trust established on 1 June 2015 by Mr. Wong Ting
	Chung (as the settlor) and East Asia International Trustees
	Limited, an independent trustee incorporated in the BVI (as
	the trustee) for the benefit of certain family members of Mr.
	Wong Ting Chung
''HK$''	Hong Kong dollars, the lawful currency of Hong Kong
''Hong Kong''	the Hong Kong Special Administrative Region of the PRC
''Issue Mandate''	a general and unconditional mandate proposed to be granted
	to the Directors to exercise the powers of the Company to
	allot, issue and deal with Shares in the manner as set out in
	resolution no. 5(1) in the AGM Notice
''Kingmax Industrial''	Kingmax Industrial Limited (嘉明實業有限公司), a limited
	liability company incorporated in Hong Kong on 13 July
	1998 and an indirect wholly-owned subsidiary of our
	Company
''Latest Practicable Date''	17 July 2020, being the latest practicable date before the
	printing of this circular for ascertaining certain information
	contained herein
''Listing Rules''	the Rules Governing the Listing of Securities on the Stock
	Exchange
''Nameson Group''	Nameson Group Limited (南旋集團有限公司), a limited
	liability company incorporated in the BVI on 10 September
	2004 and a direct wholly-owned subsidiary of our Company
''Nameson Industrial''	Nameson Industrial Limited (南旋實業有限公司), a limited
	liability company incorporated in Hong Kong on 25 May
	1990 and an indirect wholly-owned subsidiary of our
	Company
''Nameson Investments''	Nameson Investments Limited (南旋投資有限公司), a
	limited liability company incorporated in the BVI on 18
	February 2015 and a direct wholly-owned subsidiary of
	Happy Family BVI, whose entire issued share capital is
	held by East Asia International Trustees Limited
''PRC'' or ''China''	the People's Republic of China, which for the purposes of
	this circular excludes Hong Kong, Macau Special
	Administrative Region and Taiwan Region

- 2 -

	DEFINITIONS
''Repurchase Mandate''	a general and unconditional mandate proposed to be granted
	to the Directors to exercise all the powers of the Company
	to repurchase Shares in the manner as set out in resolution
	no. 5(2) in the AGM Notice
''SFO''	the Securities and Futures Ordinance (Chapter 571 of the
	Laws of Hong Kong)
''Share(s)''	ordinary share(s) of nominal value of HK$0.01 each in the
	capital of the Company
''Share Option Scheme''	a share option scheme approved and adopted by the
	Company on 29 January 2016
''Shareholder(s)''	shareholder(s) of the Company
''Stock Exchange''	The Stock Exchange of Hong Kong Limited
''Takeovers Code''	The Codes on Takeovers and Mergers and Share Buy-backs
''V. Success''	V. Success Limited, a limited liability company
	incorporated in the BVI on 20 September 2016 and is an
	indirect wholly-owned subsidiary of our Company
''V. Success (HK)''	V. Success (HK) Limited (保麗信(香港)有限公司), a
	limited liability company incorporated in Hong Kong on 21
	February 2005 and an indirect wholly-owned subsidiary of
	our Company
''Winner Way''	Winner Way Industrial Limited (力運實業有限公司), a
	limited liability company incorporated in Hong Kong on 3
	September 1996 and an indirect wholly-owned subsidiary of
	our Company
''%''	per cent

- 3 -

LETTER FROM THE BOARD

南 旋 控 股 有 限 公 司

NAMESON HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1982)

Executive Directors:	Registered Office:
Mr. Wong Ting Chung	Cricket Square
(Chairman and Chief Executive Officer)	Hutchins Drive
Mr. Wong Wai Yue (Vice-Chairman)	PO Box 2681
Mr. Wong Ting Chun	Grand Cayman
Mr. Li Po Sing	KY1-1111
	Cayman Islands
Non-executive Directors:
Mr. Tam Wai Hung, David	Principal Place of Business
Mr. Wong Ting Kau	in Hong Kong:
	Units A-C, 21/F, Block 1
Independent non-executive Directors:	Tai Ping Industrial Centre
Ms. Fan Chiu Fun, Fanny	57 Ting Kok Road
Mr. Kan Chung Nin, Tony	Tai Po
Mr. Ong Chor Wei	New Territories
Mr. Fan Chun Wah, Andrew	Hong Kong
Ms. Lee Bik Kee, Betty
Mr. Ip Shu Kwan, Stephen
	23 July 2020
Dear Sir/Madam,

NOTICE OF ANNUAL GENERAL MEETING,

RE-ELECTION OF DIRECTORS

AND

GENERAL MANDATES TO ISSUE SHARES

AND REPURCHASE SHARES

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the forthcoming AGM in relation to (i) the re-election of Directors and (ii) the granting of the Issue Mandate and the Repurchase Mandate. An AGM Notice is set out on pages 16 to 20 of this circular.

- 4 -

LETTER FROM THE BOARD

RE-ELECTION OF DIRECTORS

In accordance with Article 84(1) of the Articles, the Directors, Mr. Wong Ting Chung, Mr. Li Po Sing, Mr. Kan Chung Nin, Tony and Ms. Lee Bik Kee, Betty, will retire from office by rotation, and being eligible, offer themselves for re-election at the AGM. The particulars of these Directors which are required to be disclosed under the Listing Rules are set out in Appendix I to this circular.

The nomination committee of the Company has reviewed the structure, size and composition of the Board and is of the view that a diverse Board with appropriate mix of skills and experience is essential for the Group.

Having considered the information set out in Appendix I of this circular, the Board is of the view that all retiring Directors who offer themselves for re-election at the AGM are of sufficient calibre and experience and have devoted sufficient time and efforts to the Company's affairs. Mr. Kan Chung Nin, Tony and Ms. Lee Bik Kee, Betty, as independent non-executive Directors, independent in character and will contribute to the diversity of the Board and continue to bring valuable independent judgment. Mr. Kan Chung Nin, Tony and Ms. Lee Bik Kee, Betty have also confirmed that they meet the independence criteria as set out in the Listing Rules.

GENERAL MANDATES TO ISSUE SHARES AND REPURCHASE SHARES

By ordinary resolutions of the Shareholders passed on 23 August 2019, the Directors were granted general mandates to issue Shares and to repurchase Shares. Each such mandate will expire at the conclusion of the AGM.

Approval is sought from the Shareholders, pursuant to the Listing Rules, for granting of the Issue Mandate in order to enable the Directors to issue additional Shares should the need arise. In this regard, ordinary resolutions will be proposed at the AGM for the approval of granting of, amongst others, the (i) Issue Mandate to the Directors to allot and issue new Shares up to an amount not exceeding 20% of the number of issued shares of the Company as at the date of passing of the resolution at the AGM (details of which are set out as resolution no. 5(1) in the AGM Notice); and (ii) Repurchase Mandate to the Directors to repurchase Shares up to an amount not exceeding 10% of the number of the issued shares of the Company as at the date of passing the resolution at the AGM (details of which are set out as resolution no. 5(2) in the AGM Notice). In addition, a separate ordinary resolution will also be proposed at the AGM (details of which are set out as resolution no. 5(3) in the AGM Notice) to add to the Issue Mandate those number of issued Shares repurchased by the Company under the Repurchase Mandate (if granted to the Directors at the AGM).

Based on the issued share capital of 2,279,392,000 Shares as at the Latest Practicable Date, on the assumption that there will not be any change to the issued share capital of the Company between the Latest Practicable Date and the AGM, the number of Shares that may fall to be issued under the Issue Mandate will be 455,878,400 Shares, representing 20% of the issued share capital of the Company as at the Latest Practicable Date.

- 5 -

LETTER FROM THE BOARD

The Issue Mandate and Repurchase Mandate, if approved at the AGM, will continue in force until the conclusion of the next annual general meeting of the Company held after the AGM or the expiration of the period within which the next annual general meeting of the Company is required to be held by the Article or other applicable laws or until revoked or varied by an ordinary resolution passed in a general meeting of the Company, whichever occurs first.

The Directors have no current plans to issue any new Shares or repurchase Shares pursuant to the relevant mandates, other than such Shares which may fall to be allotted and issued upon the exercise of any share options granted under the Share Option Scheme.

In accordance with the Listing Rules, the Company may not make a new issue of Shares or announce a proposed new issue of Shares for a period of 30 days after any purchase by it of Shares, whether on the Stock Exchange or otherwise, other than an issue of securities pursuant to the exercise of warrants, share options or similar instruments requiring the Company to issue securities which were outstanding prior to that purchase of its own securities, without the prior approval of the Stock Exchange.

An explanatory statement containing the information as required by the Listing Rules in connection with the Repurchase Mandate is set out in Appendix II to this circular.

ANNUAL GENERAL MEETING

The AGM will be held at Lion Rock, 6/F, Sha Tin Clubhouse, Sha Tin, New Territories, Hong Kong on Friday, 21 August 2020 at 10:30 a.m., at which, inter alia, ordinary resolutions will be proposed to Shareholders to consider the re-election of Directors and the grant to the Directors of the Issue Mandate and the Repurchase Mandate. The AGM Notice is set out on pages 16 to 20 of this circular.

Closure of Register of Members for Attending and Voting at the AGM

The register of members of the Company will be closed from Tuesday, 18 August 2020 to Friday, 21 August 2020, both days inclusive. During such period, no transfer of the Company's shares will be registered. In order to be entitled to attend and vote at the AGM of the Company, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar 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, for registration not later than 4:30 p.m. on Monday, 17 August 2020.

TYPHOON OR BLACK RAINSTORM WARNING ARRANGEMENTS

If typhoon signal No. 8 or above, or a black rainstorm warning is in effect at 7:30 a.m. on the date of the AGM, the meeting will be postponed. The Company will post an announcement on its website (www.namesonholdings.com) and designated website of the Stock Exchange (www.hkexnews.hk) to notify the Shareholders of the date, time and place of the rescheduled meeting.

- 6 -

LETTER FROM THE BOARD

VOTING PROCEDURE

Pursuant to Rule 13.39(4) of the Listing Rules, any vote of the shareholders 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 AGM. An announcement on the poll results will be published by the Company on websites of the Company and the Stock Exchange after the AGM in the manner prescribed under Rule 13.39(5) of the Listing Rules.

PROXY

A form of proxy for use by the Shareholders at the AGM is enclosed with this circular. Whether or not you intend to attend the AGM, you are requested to complete and return the form of proxy in accordance with the instructions printed thereon and return it to the Company's branch share registrar 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 AGM. The completion and return of the form of proxy will not preclude you from attending and voting in person at the AGM should you so wish.

RECOMMENDATION

The Board believes that the proposed resolutions set out in the AGM Notice including the re-election of Directors and the granting of the Issue Mandate and the Repurchase Mandate are all in the best interests of the Company and the Shareholders as a whole. Accordingly, the Board recommends you to vote in favour of all the ordinary resolutions as set out in the AGM Notice.

RESPONSIBILITY STATEMENT

This circular, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this circular is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this circular misleading.

Your attention is drawn to additional information as set out in the Appendices to this circular.

- 7 -

LETTER FROM THE BOARD

MISCELLANEOUS

The English text of this circular shall prevail over the Chinese text for the purpose of interpretation.

Yours faithfully,

By Order of the Board

Nameson Holdings Limited

Wong Ting Chung BBS, JP

Chairman

- 8 -

APPENDIX I	INFORMATION ON THE DIRECTORS PROPOSED
	FOR RE-ELECTION

The particulars of Mr. Wong Ting Chung, Mr. Li Po Sing, Mr. Kan Chung Nin, Tony and Ms. Lee Bik Kee, Betty, who will retire from office by rotation, and being eligible, offer themselves for re-election at the AGM, required to be disclosed pursuant to Rule 13.74 of the Listing Rules are as follows:

Mr. Wong Ting Chung (王庭聰), BBS, JP, aged 58, has been our Director since 11 August 2015. He is one of our founders, the chairman and chief executive officer of our Group and is primarily responsible for overall management and formation of corporate strategy of our Group. Mr. Wong has over 30 years of working experience in knitting industry. He established his business through Hang Cheong Knitting Factory (恒昌織造廠 ), a factory engaged in the production of knitwear products, in 1982 and was responsible for overall management of the factory. Mr. Wong established our Group's business through Nameson Industrial in September 1990. Currently, Mr. Wong assumes various directorships in our Group, including Nameson Group, First Team (HK), Nameson Industrial, Kingmax Industrial, Winner Way, V. Success and V. Success (HK) Limited. Mr. Wong has been the non-executive director as well as the chairman of Million Cities Holdings Limited (stock code: 2892) since November 2016. Mr. Wong is currently a delegate of the Hong Kong Special Administrative Region to the National People's Congress of the PRC (中國全國人民代表大會香港特別行政區代表) and the chairman of Hong Kong Industrial and Commercial Association General Chamber Executive Committee (香港工商總會會董會執行委員會). He graduated from Hong Kong Yee Tong Ye College (香 港易通夜中學) in 1978. Mr. Wong is the brother of Mr. Wong Ting Chun and Mr. Wong Ting Kau and father of Mr. Wong Wai Yue. Mr. Wong Wai Yue and Mr. Wong Ting Chun are our executive Directors, while Mr. Wong Ting Kau is our non-executive Director.

Mr. Wong has renewed his service contract with the Company for a fixed term of three years with effect from 13 April 2019 and he is subject to retirement by rotation and re-election at the AGM of the Company in accordance with the Articles, provided that either party may terminate the service contract by three months' notice. Mr. Wong is entitled to a director's fee of HK$120,000 per annum under his service contract with the Company subject to authorisation given by Shareholders in general meeting. For the year ended 31 March 2020, Mr. Wong received a total emolument of HK$4,458,000. His emolument included director's fee, salaries, allowances, benefits in kind and pension scheme contributions and share options. His emolument is determined by the Board having regard to his duties and responsibilities.

As at the Latest Practicable Date, Mr. Wong has beneficial interest in 1,701,500,000 Shares within the meaning of Part XV of the SFO.

Mr. Li Po Sing (李寶聲), aged 55, has been our Director since 30 August 2015. He is the chief sales officer of our Group. He is primarily responsible for the sales management and research and development. Mr. Li joined our Group as a sales manager in February 2000 and was promoted to the senior sales manager in January 2004. He was further promoted to the general merchandising manager in February 2006 and the director of sales and marketing department in April 2007. Prior to joining our Group, Mr. Li served as a merchandising executive at Creazioni Knitters Limited (翹迅針織有限公司) from June 1989 to November 1990. From January 1991 to June 1991, he served as a senior sales administrator at ESE Limited, a sales agency for electronic products, where he was primarily responsible for

- 9 -

APPENDIX I	INFORMATION ON THE DIRECTORS PROPOSED
	FOR RE-ELECTION

providing support services to sales department. From July 1991 to August 1992, he served as a production manager at High In Factory, a sweater manufacturing company, where he was primarily responsible for production management. From August 1992 to July 1995, he served as a senior merchandiser at Vinnitsa HK Limited, a fashion agency, where he was primarily responsible for product development and production management. From August 1995 to August 1997, he served as a sales manager at Nice Harvest Knitters Limited, a sweater manufacturing company, where he was primarily responsible for production and logistic management. From June 1998 to January 2000, he served as a sales manager at Fambish Limited, a company primarily engaged in sweater manufacturing, where he was responsible for product development and sales. Mr. Li obtained his bachelor's degree of arts in history from Hong Kong Baptist University (formerly known as Hong Kong Baptist College) in January 1992.

Mr. Li has renewed his service contract with the Company for a fixed term of three years with effect from 13 April 2019 and he is subject to retirement by rotation and re-election at the AGM of the Company in accordance with the Articles, provided that either party may terminate the service contract by three months' notice. Mr. Li is entitled to a director's fee of HK$120,000 per annum under his service contract with the Company subject to authorisation given by Shareholders in general meeting. For the year ended 31 March 2020, Mr. Li received

1. total emolument of HK$3,191,000. His emolument included director's fee, salaries, allowances, benefits in kind, pension scheme contributions and share options. His emolument is determined by the Board having regard to his duties and responsibilities.

As at the Latest Practicable Date, Mr. Li has beneficial interest in 3,500,000 Shares within the meaning of Part XV of the SFO.

Mr. Kan Chung Nin, Tony (簡松年), SBS, JP, aged 69, has been our Director since 29 January 2016. He founded Tony Kan & Co., Solicitors & Notaries in March 1984 and became the senior consultant in April 2014. Mr. Kan has been a practicing solicitor of the supreme court of Hong Kong since March 1982. Mr. Kan has been an independent non-executive director of Man Wah Holdings Limited (stock code: 1999) since May 2013, Shenzhen Investment Holdings Bay Area Development Company Limited (previously known as Hopewell Highway Infrastructure Limited) (stock code: 0737) since April 2018 and Kimou Environmental Holding Limited (stock code: 6805) since June 2019. Mr. Kan was the non- executive director as well as the chairman of Midland IC&I Limited (stock code: 459) between October 2016 and October 2019, and was the non-executive director of Midland Holdings Limited (stock code: 1200) between March 2014 and October 2016. He has been appointed as a vice chairman of the board of directors of DBG Technology Co., Ltd. (stock code: 300735) which has been listed on Shenzhen Stock Exchange ChiNext on 29 December 2017. Mr. Kan is a solicitor of the supreme court of England and Wales and a barrister and solicitor of the supreme court of the Australian Capital Territory as well as advocate and solicitor of the supreme court of the Republic of Singapore. He is also a China-Appointed Attesting Officer and a Notary Public in Hong Kong. Mr. Kan is currently a committee member of the National Committee of the Chinese People's Political Consultative Conference (中國人民政治協商會議 全國委員會) and was a committee member of the Chinese People's Political Consultative

- 10 -

APPENDIX I	INFORMATION ON THE DIRECTORS PROPOSED
	FOR RE-ELECTION

Conference Guangdong Committee (中國人民政治協商會議廣東省委員會) for three consecutive terms. Mr. Kan is currently a member of the election committee of the chief executive of Hong Kong Special Administrative Region.

Mr. Kan has renewed his letter of appointment with the Company for a fixed term of three years with effect from 13 April 2019 and he is subject to retirement by rotation and reelection at the AGM of the Company in accordance with the Articles, provided that either party may terminate the letter of appointment by three months' notice. Mr. Kan is entitled to a director's fee of HK$300,000 per annum under his letter of appointment with the Company subject to authorisation given by Shareholders in general meeting. For the year ended 31 March 2020, Mr. Kan received a total emolument of HK$420,000. His emolument included director's fee and share options. His emolument is determined by the Board having regard to his duties and responsibilities.

As at the Latest Practicable Date, Mr. Kan has beneficial interest in 1,500,000 Shares within the meaning of Part XV of the SFO.

Ms. Lee Bik Kee, Betty (李碧琪), aged 69, has been our Director since 29 January 2016. She has over 45 years of experience in overall operational management in the apparel and textile industries. She served as an Executive Vice President in Bonaventure Textiles Ltd from 1989 to 1990 where Ms. Lee was responsible for production management. From 1991 to 2013, Ms. Lee worked as an Executive Vice President in Mast Industries (Far East) Ltd and MGF Sourcing Far East Ltd, each a garment sourcing agent respectively, where she was responsible for apparel procurement and production management. She was engaged in management role since 1977 with H.I.S. Sportswear Ltd, and was Executive Director of Murjani Industries (HK) Ltd till 1989. Ms. Lee graduated from Maryknoll Convent School with a commercial diploma in 1969.

Ms. Lee has renewed her letter of appointment with the Company for a fixed term of three years with effect from 13 April 2019 and she is subject to retirement by rotation and reelection at the AGM of the Company in accordance with the Articles, provided that either party may terminate the letter of appointment by three months' notice. Ms. Lee is entitled to a director's fee of HK$300,000 per annum under her letter of appointment with the Company subject to authorisation given by Shareholders in general meeting. For the year ended 31 March 2020, Ms. Lee received a total emolument of HK$420,000. Her emolument included director's fee and share options. Her emolument is determined by the Board having regard to her duties and responsibilities.

As at the Latest Practicable Date, Ms. Lee has beneficial interest in 1,500,000 Shares within the meaning of Part XV of the SFO.

Save as disclosed, each of the above Directors:

1. does not have any relationship with any Directors, senior management, substantial shareholders or Controlling Shareholders;

- 11 -

APPENDIX I	INFORMATION ON THE DIRECTORS PROPOSED
	FOR RE-ELECTION

1. has not held any directorship in any other listed company in Hong Kong or overseas in the past three years before the Latest Practicable Date; and
2. does not have any interests in the Shares within the meaning of Part XV of the SFO as at the Latest Practicable Date.

Save as disclosed above, there are no other matters relating to the Directors that are required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders relating to the Directors' re-election.

- 12 -

APPENDIX II	EXPLANATORY STATEMENT FOR THE
	REPURCHASE MANDATE

This Appendix serves as the explanatory statement required under Rule 10.06(1)(b) of the Listing Rules to provide you with the information necessary for your consideration of the Repurchase Mandate to be granted to the Directors.

SHARE CAPITAL

As at the Latest Practicable Date, the issued share capital of the Company comprised 2,279,392,000 Shares.

Subject to the passing of the relevant ordinary resolutions and on the basis that no further Shares are issued or repurchased prior to the AGM, the Company will be allowed under the Repurchase Mandate to repurchase a maximum of 227,939,200 Shares (representing not more than 10% of the number of issued shares of the Company as at the date of passing the resolution to approve the Repurchase Mandate).

REASONS FOR REPURCHASES

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

FUNDING OF REPURCHASES

In repurchasing Shares, the Company may only apply funds legally available for such purpose in accordance with its Articles, the Listing Rules and the applicable laws and regulations of the Cayman Islands.

A listed company is prohibited from repurchasing its own securities 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 from time to time. Under the applicable laws and regulations of the Cayman Islands, any repurchase by the Company may be made out of the profits or out of the proceeds of a fresh issue of Shares made for the purpose of the repurchase or, if so authorised by the Articles and subject to the applicable laws and regulations of the Cayman Islands, out of capital. Any premium payable on a redemption or purchase over the par value of the Shares to be purchased must be provided for out of profits of the Company or from sums standing to the credit of the Company's share premium account or, if authorised by the Articles and subject to the provisions of the applicable laws and regulations of the Cayman Islands, out of capital.

On the basis of the current financial position of the Company as disclosed in its annual report for the year ended 31 March 2020 and taking into account the Company's current working capital position, the Directors consider that, if the Repurchase Mandate is exercised in full, it may have a material adverse effect on the Company's working capital and/or gearing position as compared with the financial position of the Company as at 31 March 2020 (being

- 13 -

APPENDIX II	EXPLANATORY STATEMENT FOR THE
	REPURCHASE MANDATE

the date to which the latest audited financial statements of the Company have been made up). However, 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 Company's working capital requirements or the gearing levels which in the opinion of the Directors are from time to time appropriate for the Company.

GENERAL

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

None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, their close associates, currently intends to sell any Shares to the Company in the event that the Repurchase Mandate is approved by the Shareholders.

No core connected person has notified the Company that he or she has a present intention to sell Shares to the Company, or have undertaken not to do so, in the event that the Repurchase Mandate is approved by the Shareholders.

TAKEOVERS CODE

If as a result of a repurchase of Shares, a Shareholder's proportionate interest in the voting rights of the Company increases, such increase will be treated as an acquisition for the purpose of the Takeovers Code. As a result, a Shareholder or a group of Shareholders acting in concert (as interpreted according to the Takeovers Code), depending on the level of increase of the Shareholder's interest, could obtain or consolidate control of the Company and become obliged to make a mandatory offer in accordance with the Takeovers Code.

As at the Latest Practicable Date, Nameson Investments directly held 1,500,000,000 Shares, representing approximately 65.8% in the issued share capital of the Company. Nameson Investments is a wholly-owned subsidiary of Happy Family BVI, which is in turn wholly-owned by East Asia International Trustees Limited. Accordingly, each of Happy Family BVI and East Asia International Trustees Limited is deemed to be interested in 1,500,000,000 Shares held by Nameson Investments, representing approximately 65.8% in the issued share capital of the Company.

In addition, Mr. Wong Ting Chung, Mr. Wong Wai Wing, Raymond, Mr. Wong Ting Chun and Mr. Wong Ting Kau who are beneficiaries of the Happy Family Trust, a trust established by Mr. Wong Ting Chung as the settlor with East Asia International Trustees Limited as the trustee, they are deemed to be interest in 1,500,000,000 Shares held by Nameson Investments, representing approximately 65.8% in the issued share capital of the Company as at the Latest Practicable Date.

- 14 -

APPENDIX II	EXPLANATORY STATEMENT FOR THE
	REPURCHASE MANDATE

Moreover, Mr. Wong Ting Chung is the beneficial owner of 200,000,000 Shares. Therefore, the aggregate number of shares directly and indirectly held by him is 1,700,000,000 Shares, representing approximately 74.6% in the issued share capital of the Company as at the Latest Practicable Date.

In the event that the Directors exercise in full the Repurchase Mandate and assuming there is no other change in the issued share capital of the Company and the number of Shares held by Mr. Wong Ting Chung, the interest of Mr. Wong Ting Chung in the issued share capital of the Company would be increased to approximately 82.9% of the issued share capital of the Company and 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 which would trigger the obligations under the Takeovers Code or result in less than 25% of the Shares being held by the public. The Directors are not aware of any consequences which will arise under the Takeovers Code as a result of any purchases made under the Repurchase Mandate.

SHARE PRICES

The highest and lowest traded prices for Shares recorded on the Stock Exchange in each of the last twelve months immediately prior to the Latest Practicable Date were as follows:

Month	Highest	Lowest
	HK$	HK$
2019
July	0.560	0.475
August	0.500	0.390
September	0.540	0.410
October	0.610	0.390
November	0.770	0.540
December	0.710	0.550
2020
January	0.630	0.520
February	0.610	0.510
March	0.570	0.400
April	0.445	0.390
May	0.520	0.320
June	0.440	0.390
July (up to the Latest Practicable Date)	0.420	0.360

No repurchase of Shares has been made by the Company during the six months immediately preceding the Latest Practicable Date (whether on the Stock Exchange or otherwise).

- 15 -

NOTICE OF ANNUAL GENERAL MEETING

南 旋 控 股 有 限 公 司

NAMESON HOLDINGS LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1982)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting of Nameson Holdings Limited (the ''Company'') will be held at Lion Rock, 6/F, Sha Tin Clubhouse, Sha Tin, New Territories, Hong Kong on Friday, 21 August 2020 at 10:30 a.m. (the ''Annual General Meeting'') for the following purposes:

1. To receive and consider the audited consolidated financial statements of the Company and its subsidiaries and the reports of the directors and the auditors of the Company for the year ended 31 March 2020.
2. (a) To re-elect Mr. Wong Ting Chung as an executive director of the Company;
3. 1. To re-elect Mr. Li Po Sing as an executive director of the Company;
   2. To re-elect Mr. Kan Chung Nin, Tony as an independent non-executive director of the Company; and
   3. To re-elect Ms. Lee Bik Kee, Betty as an independent non-executive director of the Company.
4. To authorise the board of directors (the ''Board'') to fix the remuneration of the directors of the Company (the ''Directors'').
5. To re-appoint PricewaterhouseCoopers as auditors of the Company and to authorise the Board to fix their remuneration.

- 16 -

NOTICE OF ANNUAL GENERAL MEETING

5. To consider, and if thought fit, pass with or without modifications, the following resolutions as ordinary resolutions:

1. ''THAT:
2. 1. subject to paragraph (c) below and pursuant to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules''), the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to allot, issue and deal with additional shares of the Company or securities convertible into shares, or options, warrants or similar rights to subscribe for any shares or such securities of the Company, and to make or grant offers, agreements, options and rights of exchange or conversion which would or might require the exercise of such powers, be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors during the Relevant Period to make or grant offers, agreements, options and rights of exchange or conversion which would or might require the exercise of such powers after the end of the Relevant Period;
   3. the aggregate number of shares of the Company allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option, warrant or otherwise) and issued by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined in paragraph (d) below); or (ii) any scrip dividend or similar arrangement providing for the allotment of shares in lieu of the whole or part of a dividend on shares of the Company in accordance with the articles of association of the Company; or (iii) the exercise of any options under any share option scheme or similar arrangement for the time being adopted for the grant or issue of shares or right to acquire shares of the Company; or (iv) the exercise of any rights under the bonds, warrants and debentures convertible into shares of the Company, shall not exceed 20 per cent of the number of shares of the Company in issue as at the date of passing of this resolution and the said approval shall be limited accordingly; and
   4. for the purposes of this resolution:
      ''Relevant Period'' means the period from the passing of this resolution until whichever is the earlier of:
   5. 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 by applicable law or the articles of association of the Company to be held; or

- 17 -

NOTICE OF ANNUAL GENERAL MEETING

1. the date of revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting; and

''Rights Issue'' means an offer of shares open for a period fixed by the Directors to holders of shares of the Company on the register of members of the Company on a fixed record date in proportion to their then holdings of such shares of the Company (subject to such exclusions 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 outside Hong Kong).''

1. ''THAT:
2. 1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined in paragraph (d) below) of all the powers of the Company to repurchase its own fully paid up issued 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 which is recognised by the Securities and Futures Commission and the Stock Exchange for this purpose, subject to and in accordance with the laws of the Cayman Islands and all applicable laws and/or the Listing Rules or the rules of any other stock exchange as amended from time to time, be and is hereby generally and unconditionally approved;
   2. the approval in paragraph (a) above shall be in addition to any other authorisation given to the Directors and shall authorise the Directors on behalf of the Company during the Relevant Period to procure the Company to repurchase its shares at a price determined by the Directors;
   3. the aggregate number of shares of the Company to be repurchased by the Directors pursuant to the approval in paragraph (a) of this resolution during the Relevant Period shall not exceed 10 per cent of the number of shares of the Company in issue as at the date of passing of this resolution and the authority pursuant to paragraph (a) of this resolution shall be limited accordingly; and
   4. for the purposes of this resolution:
      ''Relevant Period'' means the period from the passing of this resolution until whichever is the earlier of:
      i. the conclusion of the next annual general meeting of the Company;

- 18 -

NOTICE OF ANNUAL GENERAL MEETING

1. 1. the expiration of the period within which the next annual general meeting of the Company is required by applicable law or the articles of association of the Company to be held; or
   2. the date of revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting.''
2. ''THAT:
   conditional upon the passing of Ordinary Resolutions Nos. 5(1) and 5(2) as set out in the notice convening this meeting, the general unconditional mandate granted to the Directors pursuant to Ordinary Resolution No. 5(1) as set out in the notice convening this meeting be extended by the addition to the aggregate number of shares the Company which may be allotted or agreed to be allotted by the Directors pursuant to such general mandate of an amount representing the aggregate number of shares repurchased by the Company pursuant to the authority to repurchase shares granted pursuant to Ordinary Resolution No. 5(2) as set out in the notice convening this meeting, provided that such extended amount shall not exceed 10 per cent of the number of shares of the Company in issue as at the date of passing of this resolution.''

By order of the Board of

Nameson Holdings Limited

Mr. Wong Ting Chung BBS, JP

Chairman

Hong Kong, 23 July 2020

Notes:

1. Ordinary resolution numbered 5(3) will be proposed to the shareholders of the Company for approval provided that ordinary resolutions numbered 5(1) and 5(2) are passed by the shareholders.
2. For the purpose of determining the eligibility of the shareholders of the Company to attend and vote at the Annual General Meeting, the register of members of the Company will be closed from Tuesday, 18 August 2020 to Friday, 21 August 2020, both days inclusive. During such period, no transfer of the Company's shares will be registered. In order to be entitled to attend and vote at the Annual General Meeting, all transfer documents accompanied by the relevant share certificates must be lodged with the Company's branch share registrar 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, for registration not later than 4:30 p.m. on Monday, 17 August 2020.
3. A member entitled to attend and vote at the above meeting is entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.
4. To be effective, the instrument appointing a 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 Company's branch share registrar 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 meeting or any adjournment thereof.

- 19 -

NOTICE OF ANNUAL GENERAL MEETING

1. In accordance with Article 84(1) of the Company's articles of association, Mr. Wong Ting Chung, Mr. Li Po Sing, Mr. Kan Chung Nin, Tony and Ms. Lee Bik Kee, Betty will retire as Directors by rotation and being eligible, offer themselves for re-election at the Annual General Meeting. Particulars of the said retiring Directors are set out in the Appendix I to the circular to the shareholders of the Company dated 23 July 2020.
2. If typhoon signal No. 8 or above, or a black rainstorm warning is in effect at 7:30 a.m. on the date of the Annual General Meeting, the meeting will be postponed. The Company will post an announcement on its website (www.namesonholdings.com) and designated website of the Stock Exchange (www.hkexnews.hk) to notify shareholders of the Company of the date, time and place of the rescheduled meeting.
   In the event of any regulation imposed by the Hong Kong Government due to COVID-19 requiring change of the date or place of the Annual General Meeting, the shareholders of the Company will be notified of the revised arrangements in the same manner as provided above.

- 20 -

PRECAUTIONARY MEASURES FOR ANNUAL GENERAL MEETING

The health of the Shareholders, staff and stakeholders of the Company is of paramount importance to us. In view of the ongoing COVID-19 pandemic, the Company will implement the following measures at the AGM to safeguard the health and safety of our attending Shareholders, staff and stakeholders of the Company:

1. Compulsory body temperature checks will be conducted for every attending Shareholder of the Company, proxy or other attendee at the entrance of the AGM venue. Any person with a body temperature of over 37.5 degrees Celsius will be denied entry into the AGM venue or be required to leave the AGM venue;
2. each attendee will be asked to complete a health declaration form. Anyone who responds positively to any of these questions in the heath declaration form will be denied entry into the AGM venue or be required to leave the AGM venue;
3. each attendee would be provided with and wear a surgical face mask throughout the AGM and inside the AGM venue;
4. the Company will maintain safe distance between seats; and
5. no refreshments and beverages will be served.

In addition, the Company would like to remind all attending Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. The Company encourages the Shareholders to consider appointing the Chairman of the AGM as their proxy to vote as instructed by the Shareholders on the relevant resolutions at the AGM, instead of attending the AGM in person.

If any Shareholder not attending the AGM in person has any question about the resolutions proposed to be passed at the AGM or about the Company, or has any matter for communication with the Board, he/she is welcome to send such question or matter in writing to the Company's principal place of business at Units A-C, 21/F, Block 1, Tai Ping Industrial Centre, 57 Ting Kok Road, Tai Po, New Territories, Hong Kong.

In the event of any regulation imposed by the Hong Kong Government due to COVID-19 requiring change of the date or place of the AGM, the shareholders of the Company will be notified of the revised arrangements in the same manner as provided in note 6 in the Notice of AGM.

If any shareholder of the Company has any question relating to the AGM, please contact the Branch 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]

- 21 -