Cosmo Lady China : HARMONIOUS SHARE REPURCHASES, TERMINATION OF SHAREHOLDERS' AGREEMENT AND CHANGE OF CONTROLLING SHAREHOLDERS

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited 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.

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)

HARMONIOUS SHARE REPURCHASES,

TERMINATION OF SHAREHOLDERS' AGREEMENT

AND

CHANGE OF CONTROLLING SHAREHOLDERS

BACKGROUND

As disclosed in the Prospectus, the ultimate Controlling Shareholders (namely, Mr. Zheng, Mr. Zhang, Mr. Lin and Mr. Cheng) consolidated their interest in the Company into Harmonious Composition and had since then together exercised their voting power in the Company through Harmonious Composition as part of the Reorganization (as defined in the Prospectus). On 15 April 2014, Mr. Zheng, Mr. Zhang, Mr. Lin, Mr. Cheng and the then shareholders of Harmonious Composition (namely, Great Brilliant, Forever Flourish, Forever Shine and Mountain Dragon) entered into the Shareholders' Agreement to govern the operation and management of Harmonious Composition.

HARMONIOUS SHARE REPURCHASES

The Board was informed that on 1 November 2019, Harmonious Composition entered into a restructuring agreement with each of Forever Flourish, Forever Shine and Mountain Dragon, pursuant to which Harmonious Composition would repurchase its shares held by Forever Flourish, Forever Shine and Mountain Dragon, representing in aggregate approximately 35.41% of the total number of issued shares of Harmonious Composition. As consideration for the Harmonious Share Repurchases, Harmonious Composition would transfer 211,402,626 Shares, 153,657,633 Shares and 37,843,009 Shares held by it, representing approximately 9.40%, 6.83%, and 1.68% of the entire issued share capital of the Company respectively, to Forever Flourish, Forever Shine and Mountain Dragon respectively.

Upon completion of the Harmonious Share Repurchases, (i) Harmonious Composition would become a wholly-owned subsidiary of Great Brilliant and would hold approximately 735,018,732 Shares, representing approximately 32.68% of the entire issued share capital of the Company; and (ii) each of Forever Flourish, Forever Shine and Mountain Dragon would become a direct shareholder of the Company but their effective shareholding in the Company would remain unchanged and there is no gain or loss derived by each of them from the Harmonious Share Repurchases.

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TERMINATION OF SHAREHOLDERS' AGREEMENT AND CHANGE OF CONTROLLING SHAREHOLDERS

In connection with the Harmonious Share Repurchases, on 1 November 2019, Mr. Zheng, Mr. Zhang, Mr. Lin, Mr. Cheng, Great Brilliant, Forever Flourish, Forever Shine, Mountain Dragon and Harmonious Composition entered into a deed of termination to terminate the Shareholders' Agreement. As a result, Mr. Zheng, Mr. Zhang, Mr. Lin, Mr. Cheng, Great Brilliant, Forever Flourish, Forever Shine, Mountain Dragon and Harmonious Composition are no longer a group of shareholders of the Company acting in a consensual manner in the decision-making, operations and management of the Company.

As Mr. Zheng, Great Brilliant and Harmonious Composition are entitled to exercise more than 30% of the voting power at general meetings of the Company, they together are considered as the Controlling Shareholders of the Company as defined under the Listing Rules.

DEFINITIONS

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

"Board"	the board of Directors of the Company
"BVI"	the British Virgin Islands
"Company"	Cosmo Lady (China) Holdings Company Limited (都市麗人(中國)控股
	有限公司), an exempted company incorporated in the Cayman Islands
	with limited liability and the Shares of which are listed on the Main Board
	of the Stock Exchange
"Controlling Shareholder(s)"	has the meaning ascribed thereto under the Listing Rules
"Director(s)"	the director(s) of the Company
"Forever Flourish"	Forever Flourish International Holdings Limited (信鋒國際有限公司), a
	company incorporated on 22 January 2014 under the laws of the BVI and
	wholly owned by a discretionary trust established by Mr. Zhang
"Forever Shine"	Forever Shine Holdings Limited (宏 業 投 資 有 限 公 司), a company
	incorporated on 22 January 2014 under the laws of the BVI and wholly
	owned by a discretionary trust established by Mr. Lin
"Great Brilliant"	Great Brilliant Investment Holdings Limited (大成投資有限公司), a
	company incorporated on 22 January 2014 under the laws of the BVI, a
	Controlling Shareholder and wholly owned by a discretionary trust
	established by Mr. Zheng
"Harmonious Composition"	Harmonious Composition Investment Holdings Limited (大同投資有限
	公司), a company incorporated on 23 January 2014 under the laws of the
	BVI, a Controlling Shareholder and, following completion of the
	Harmonious Share Repurchases, wholly owned by Great Brilliant

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"Harmonious Share Repurchases"	the repurchase by Harmonious Composition of all the shares thereof held
	by Forever Flourish, Forever Shine and Mountain Dragon for cancellation
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange
"Mountain Dragon"	Mountain Dragon Investment Limited (川龍投資有限公司), a company
	incorporated on 22 January 2014 under the laws of the BVI and wholly
	owned by a discretionary trust established by Mr. Cheng
"Mr. Cheng"	Mr. Cheng Zuming (程祖明), a non-executive Director
"Mr. Lin"	Mr. Lin Zonghong (林宗宏), a non-executive Director
"Mr. Zhang"	Mr. Zhang Shengfeng (張盛鋒), the deputy chairman and a vice president
	of the Company, and an executive Director
"Mr. Zheng"	Mr. Zheng Yaonan (鄭耀南), the chairman of the Company, an executive
	Director and a Controlling Shareholder
"Prospectus"	the prospectus of the Company dated 16 June 2014
"Shareholders' Agreement"	the shareholders' agreement entered into on 15 April 2014 by Mr. Zheng,
	Mr. Zhang, Mr. Lin, Mr. Cheng, Great Brilliant, Forever Flourish, Forever
	Shine, Mountain Dragon and Harmonious Composition, in respect of
	Harmonious Composition
"Shares"	shares in the capital of the Company with a nominal or par value of
	US$0.01 each
"Stock Exchange"	The Stock Exchange of Hong Kong Limited
"%"	per cent

By Order of the Board

Cosmo Lady (China) Holdings Company Limited

Zheng Yaonan

Chairman

Hong Kong, 1 November 2019

As at the date of this announcement, the Board comprises Mr. Zheng Yaonan, Mr. Zhang Shengfeng and Ms. Wu Xiaoli as executive Directors; Mr. Lin Zonghong, Mr. Cheng Zuming, Mr. Wen Baoma, Mr. Yang Weiqiang and Mr. Zhao Yingming as non-executive Directors; and Mr. Yau Chi Ming, Dr. Dai Yiyi, Mr. Chen Zhigang and Dr. Lu Hong Te as independent non-executive Directors.

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