Yangtzekiang Garment : PROPOSALS RELATING TO RE-ELECTION OF DIRECTORS, GENERAL MANDATES TO ISSUE AND BUY BACK SHARES AND 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 consult your licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in Yangtzekiang Garment Limited, you should at once hand this circular and the accompanying form of proxy to the purchaser or 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 transferee.

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.

長 江 製 衣 有 限 公 司

YANGTZEKIANG GARMENT LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00294)

PROPOSALS RELATING TO

RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

PRECAUTIONARY MEASURES FOR THE 2020 ANNUAL GENERAL MEETING

To protect the attendees from the risk of infection of the novel coronavirus disease ("COVID-19"), please refer to page 1 of this circular for the measures to be implemented at the AGM by the Company against the epidemic, including:

• compulsory body temperature check
• compulsory health declaration
• compulsory wearing of surgical face mask
• no distribution of corporate gifts and no serving of refreshments
• seats will be limited to ensure appropriate social distancing and will be available on a first-come-first-served basis

Attendees who do not comply with the precautionary measures, or who exhibit flu-like symptoms or are subject to any Hong Kong Government prescribed quarantine may be denied entry into the AGM venue.

For the health and safety of shareholders, the Company encourages shareholders NOT to attend the AGM in person and strongly recommends shareholders to appoint the Chairman of the meeting as their proxy to vote on the resolutions at the AGM as an alternative to attending the AGM in person.

A notice convening the AGM of the Company to be held at Yau Yat Chuen Garden City Club, 7 Cassia Road, Yau Yat Chuen, Kowloon, Hong Kong on Friday, 18 September 2020 at 12:00 noon is set out on pages 10 to 12 of this circular. A form of proxy for use at the AGM is also enclosed.

Whether or not you are able to attend the AGM, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the registered office of the Company at 22 Tai Yau Street, San Po Kong, Kowloon, Hong Kong as soon as possible and 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 form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish.

31 July 2020

CONTENTS

Page

Precautionary Measures for the 2020 Annual General Meeting . . . . . . . . . . . . . . . 1

Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2

Letter from the Board . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Introduction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Re-election of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 General Mandates to Issue and Buy Back Shares . . . . . . . . . . . . . . . . . . . 3 Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Responsibility Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Recommendation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 General . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

Appendix I	-	Explanatory Statement on the Buy-back Mandate .	.	.	.	.	.	.	.	.	.	.	.	. 5
Appendix II	-	Information of the Directors to be Re-elected . . .	.	.	.	.	.	.	.	.	.	.	.	. 7

Notice of Annual General Meeting . . . . . . . . . . . . . . . . . . . . . . . . . . 10

PRECAUTIONARY MEASURES FOR THE 2020 ANNUAL GENERAL MEETING

In view of the ongoing COVID-19 epidemic and recent requirements for prevention and control of its spread (as per guidelines issued by the Hong Kong government at https://www.chp.gov.hk/en/features/102742.html), the Company will implement necessary preventive measures at the AGM to protect attending Shareholders, proxy and other attendees from the risk of infection, including:

1. Compulsory body temperature check will be conducted on every Shareholder, proxy and other attendees at the entrance of the AGM venue. Any person with a body temperature of over 37 degrees Celsius, or who exhibits flu-like symptoms or is subject to any Hong Kong Government prescribed quarantine may be denied entry into the AGM venue or be required to leave the AGM venue.
2. Every attendee will be required to complete and sign a health declaration form before admission to the AGM venue.
3. Attendees are required to prepare their own surgical face masks and wear the same inside the AGM venue at all times, and to maintain an appropriate social distance with others (including queuing for registration). Please note that no mask will be provided.
4. No corporate gifts will be distributed and no refreshments will be served.
5. Seats at the AGM venue will be arranged to ensure appropriate social distancing. As a result, there will be limited capacity for attendees. Seats will be limited at the meeting and will be available on a first-come-first-served basis.

To the extent permitted under law, the Company reserves the right to deny entry into the AGM venue or require any person to leave the AGM venue in order to ensure the safety of the attendees at the AGM.

In the interest of all attendees' health and safety, the Company wishes to advise all Shareholders that physical attendance in person at the AGM is not necessary for the purpose of exercising voting rights. As an alternative, by using proxy forms with voting instructions duly completed, Shareholders may appoint the Chairman of the AGM as their proxy to vote on the resolution at the AGM instead of attending the AGM in person.

For the health and safety of Shareholders, the Company encourages Shareholders NOT to attend the AGM in person, and strongly recommends Shareholders to appoint the Chairman of the AGM as their proxy to vote on the resolutions at the AGM as an alternative to attending the AGM in person.

T h e p r o x y f o r m , w h i c h c a n a l s o b e d o w n l o a d e d f r o m t h e C o m p a n y ' s w e b s i t e (https://www.ygm.com.hk), is enclosed to this circular. If you are not a registered Shareholder (i.e., if your Shares are held via banks, brokers, custodians or Hong Kong Securities Clearing Company Limited), you should consult directly with your banks or brokers or custodians (as the case may be) to assist you in the appointment of proxy.

Subject to the development of the novel coronavirus in Hong Kong, the Company may implement further precautionary measures, and issue further announcement(s) on such measures as and when appropriate.

1

DEFINITIONS

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

"AGM" or "Annual General	the annual general meeting of the Company to be held at Yau Yat Chuen
Meeting"	Garden City Club, 7 Cassia Road, Yau Yat Chuen, Kowloon, Hong
	Kong on Friday, 18 September 2020 at 12:00 noon, notice of which is
	set out on pages 10 to 12 of this circular, or any adjournment thereof;
"Articles of Association"	the articles of association of the Company as amended from time to
	time;
"Board"	the board of Directors;
"Buy-back Mandate"	as defined in the second paragraph in the section headed "General
	Mandates to Issue and Buy Back Shares" in the Letter from the Board
	on page 3 of this circular;
"close associates"	has the meaning ascribed to it under the Listing Rules;
"Companies Ordinance"	the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) as
	amended from time to time;
"Company"	Yangtzekiang Garment Limited, a company incorporated in Hong Kong
	with limited liability and the Shares of which are listed on the Main
	Board of the Stock Exchange;
"core connected person(s)"	has the meaning ascribed to it under the Listing Rules;
"Director(s)"	the director(s) of the Company;
"Group"	the Company and its subsidiaries;
"HK$"	Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong"	the Hong Kong Special Administrative Region of the People's Republic
	of China;
"Issue Mandates"	as defined in the second paragraph in the section headed "General
	Mandates to Issue and Buy Back Shares" in the Letter from the Board
	on page 3 of this circular;
"Latest Practicable Date"	23 July 2020, being the latest practicable date prior to the printing of
	this circular for ascertaining certain information in this circular;
"Listing Rules"	the Rules Governing the Listing of Securities on the Stock Exchange;
"Main Board"	the stock exchange (excluding the option market) operated by the Stock
	Exchange which is independent from and operated in parallel with GEM
	of the Stock Exchange;
"Retiring Directors"	the Directors who will retire from the Board by rotation and, being
	eligible, will offer themselves for re-election at the AGM, namely,
	Mr. Chan Wing Fui, Peter, Mr. Chan Wing To and Mr. So Stephen Hon
	Cheung;
"SFO"	the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong
	Kong);
"Share(s)"	ordinary share(s) in the share capital of the Company;
"Shareholder(s)"	holder(s) of the Share(s);
"Stock Exchange"	The Stock Exchange of Hong Kong Limited; and
"%"	per cent.

• The English translation of the Chinese names or words in this circular, where indicated, is included for identification purpose only, and should not be regarded as the official English translation of such Chinese names or words.

2

LETTER FROM THE BOARD

長 江 製 衣 有 限 公 司

YANGTZEKIANG GARMENT LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00294)
Executive Directors:	Registered Office:
Chan Wing Fui, Peter (Chairman)	22 Tai Yau Street
Chan Wing Kee (Managing Director)	San Po Kong
Chan Wing To (Deputy Managing Director)	Kowloon
Chan Suk Man	Hong Kong
Chan Wing Sun, Samuel
So Ying Woon, Alan
Independent Non-executive Directors:
Choi Ting Ki
So Stephen Hon Cheung
Li Guangming
	31 July 2020
To the Shareholders
Dear Sir or Madam,

PROPOSALS RELATING TO

RE-ELECTION OF DIRECTORS,

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

AND

NOTICE OF ANNUAL GENERAL MEETING

INTRODUCTION

The purpose of this circular is to provide you with information regarding the resolutions to be proposed at the AGM, including (i) the ordinary resolutions in respect of the re-election of the Directors; and (ii) the ordinary resolutions in respect of the grant of the Issue Mandates and the Buy-back Mandate, and to give you notice of the AGM at which these resolutions as set out in the notice of the AGM will be proposed.

RE-ELECTION OF DIRECTORS

Pursuant to Article 105 of the Articles of Association, at each annual general meeting, one-third of the Directors for the time being shall retire from office by rotation. Mr. Chan Wing Fui, Peter, Mr. Chan Wing To and Mr. So Stephen Hon Cheung will retire from the Board by rotation and, being eligible, will offer themselves for re-election at the AGM.

The re-election of each of the Retiring Directors will be individually voted on by the Shareholders. Information of the Directors to be re-elected which are required to be disclosed under Listing Rules are set out in Appendix II to this circular.

If a valid notice from a Shareholder to propose a person to stand for election as a Director at the AGM is received after the printing of this circular, the Company will issue an announcement or a supplementary circular to inform the Shareholders of the details of such additional candidate proposed. If such notice is received less than 10 business days (as defined in the Listing Rules) prior to the date scheduled for the AGM, the Company will need to consider the adjournment of such meeting in order to allow shareholders 10 business days' notice of the nomination.

GENERAL MANDATES TO ISSUE AND BUY BACK SHARES

At the last annual general meeting of the Company held on 18 September 2019, ordinary resolutions were passed to grant the general mandates to the Directors to issue and buy back Shares. These general mandates will lapse at the conclusion of the AGM.

The Directors believe that the renewal of such mandates is in the interest of the Company and the Shareholders. Accordingly, ordinary resolutions will be proposed at the AGM to grant to the Directors general mandates to (i) allot, issue and deal with Shares not exceeding 20% of the total number of Shares in issue as at the date of the passing of the relevant resolution; (ii) allot, issue and deal with the additional Shares bought back by the Company under the Buy-back Mandate (as defined hereinunder) (the mandates

3

LETTER FROM THE BOARD

referred to in (i) and (ii) are collectively referred to as the "Issue Mandates"); and (iii) buy back, inter alia, Shares on the Stock Exchange, the aggregate number of which does not exceed 10% of the total number of Shares in issue as at the date of the passing of the relevant resolution (the "Buy-backMandate"), at any time during the period ending on the earlier of (a) the conclusion of the next annual general meeting of the Company; (b) the expiration of the period within which the next annual general meeting of the Company is required by law or the Articles of Association to be held; or (c) the date upon which such authority is revoked or varied by an ordinary resolution of the Shareholders in a general meeting. With reference to the Issue Mandates and the Buy-back Mandate, the Directors wish to state that they have no immediate plan to issue any new Shares or to buy back any Shares pursuant to the Issue Mandates and the Buy-back Mandate, respectively.

As at the Latest Practicable Date, the number of Shares in issue was 206,747,688 Shares. On the basis of such figure (and assuming no further Shares are issued or bought back after the Latest Practicable Date and up to the date of passing such resolutions), the Directors would be authorised to allot, issue and deal with up to 41,349,537 Shares and buy back up to 20,674,768 Shares.

An explanatory statement containing the particulars required by Chapter 10 of the Listing Rules to provide Shareholders with all the information reasonably necessary for them to make an informed decision on whether to vote for or against the ordinary resolution for approving the Buy-back Mandate, which also constitutes the memorandum required under section 239(2) of the Companies Ordinance, is set out in Appendix I to this circular.

ANNUAL GENERAL MEETING

The notice of the AGM is set out on pages 10 to 12 of this circular. Ordinary resolutions in respect of the re-election of the Directors, the Issue Mandates and the Buy-back Mandate will be proposed at the AGM. A form of proxy for use at the AGM is enclosed herewith. Whether or not you are able to attend the AGM in person, you are requested to complete the accompanying form of proxy in accordance with the instructions printed thereon and return the same to the registered office of the Company at 22 Tai Yau Street, San Po Kong, Kowloon, Hong Kong as soon as possible and in any event not less than 48 hours before the time appointed for the holding of the AGM or any adjournment thereof (as the case may be). Completion and return of the form of proxy shall not preclude you from attending and voting in person at the AGM or any adjourned meeting thereof should you so wish.

Shareholders are advised to read the notice and to complete and return the accompanying form of proxy for use at the AGM in accordance with the instructions printed thereon.

Pursuant to Rule 13.39(4) of the Listing Rules and Article 75 of the Articles of Association, any vote of 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. The Company will announce the poll results in the manner prescribed under Rule 13.39(5) of the Listing Rules.

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 Group. 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 misleading.

RECOMMENDATION

The Directors consider that the proposed resolutions for (i) the re-election of the Directors; and (ii) the grant of the Issue Mandates and the Buy-back Mandate are in the best interests of the Company and the Shareholders as a whole and, accordingly, recommend all Shareholders to vote in favour of the relevant resolutions to be proposed at the AGM.

GENERAL

Your attention is drawn to the further information contained in the Appendices to this circular. The English text of this circular shall prevail over the Chinese text.

Yours faithfully,

By Order of the Board

Yangtzekiang Garment Limited

Chan Wing Fui, Peter

Chairman

4

APPENDIX I	EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

The following is the explanatory statement required to be sent to the Shareholders under the Listing Rules in connection with the Buy-back Mandate and also constitutes the memorandum required under section 239(2) of the Companies Ordinance:

1. It is proposed that up to 10% of the Shares in issue as at the date of the passing of the resolution to approve the Buy-back Mandate may be bought back. As at the Latest Practicable Date, the number of Shares in issue was 206,747,688 Shares. On the basis of such figure (and assuming no further Shares are issued or bought back after the Latest Practicable Date and up to the date of passing such resolution), the Directors would be authorised to buy back up to 20,674,768 Shares.
2. The Directors believe that it may be to the benefit of the Company and the Shareholders to buy back the Shares in certain circumstances. For example, depending on market conditions and funding arrangements at the time, such buy-backs may enhance the net assets and/or earnings per Share. Therefore, the Directors are seeking the grant of the Buy-back Mandate to give the Company the flexibility to do so if and when appropriate.
3. The Companies Ordinance provides that the Company may only make a payment in respect of a buy-back of the Shares out of the distributable profits of the Company or out of the proceeds of a fresh issue of Shares made for the purpose of the buy-back. In any event, the Company will and may only apply funds legally available for such purpose in accordance with its Articles of Association and the Laws of Hong Kong.
4. As compared with the position disclosed in the audited consolidated financial statements contained in the annual report for the year ended 31 March 2020, the Directors do not consider that the exercise in full of the Buy-back Mandate would have a material adverse impact on the working capital or gearing position of the Company. In any event, the Directors do not propose to exercise the power to make buy-backs pursuant to the Buy-back Mandate to such extent as would, in the circumstances, have a material adverse effect on the Company's working capital requirements or gearing levels.
5. None of the Directors nor, to the best of their knowledge having made all reasonable enquiries, any of their close associates, have any present intention, in the event that the Buy-back Mandate is approved by the Shareholders at the AGM, to sell Shares to the Company under the Buy-back Mandate.
6. The Directors have undertaken to the Stock Exchange to exercise the powers of the Company to make buy-backs pursuant to the Buy-back Mandate in accordance with the Listing Rules, the Articles of Association and the Laws of Hong Kong so far as the same may be applicable.

5

APPENDIX I	EXPLANATORY STATEMENT ON THE BUY-BACK MANDATE

1. As at the Latest Practicable Date and according to the records kept by the Company, Mr. Chan Wing Fui, Peter, Mr. Chan Wing Kee, Mr. Chan Wing To, Madam Chan Suk Man and Mr. Chan Wing Sun, Samuel and their close associates (collectively, the "Chan Family") are together interested in approximately 51.46% of the issued Shares. Assuming that the shareholding interests of the Chan Family remain unchanged, upon the exercise in full of the Buy-back Mandate to buy back Shares by the Directors, the Chan Family will be interested in approximately 57.17% of the issued Shares. The Directors are not aware of any consequences which would arise under the Hong Kong Code on Takeovers and Mergers as a consequence of any buy-back made pursuant to the Buy-back Mandate.
2. No buy-back has been made by the Company of the Shares in the six months prior to the date of this circular.
3. None of the core connected persons of the Company have notified it of a present intention to sell Shares to the Company or have undertaken not to sell any Shares held by them to the Company in the event that the Buy-backs Mandate is granted by the Shareholders.
4. The highest and lowest prices at which the Shares have traded on the Stock Exchange in each of the previous twelve months prior to the Latest Practicable Date are as follows:

	Highest	Lowest
	per share	per share
	HK$	HK$
2019
July	3.740	3.470
August	3.540	3.000
September	3.120	2.840
October	3.150	2.650
November	3.100	2.900
December	2.990	2.710
2020
January	3.020	2.610
February	2.800	2.590
March	2.870	2.460
April	2.500	2.310
May	2.640	2.500
June	2.600	2.500
July (up to the Latest Practicable Date)	2.450	2.200

6

APPENDIX II	INFORMATION OF THE DIRECTORS TO BE RE-ELECTED

The following sets out the details of the Directors who, being eligible, will offer themselves for re-election at the AGM pursuant to the Articles of Association:

Mr. Chan Wing Fui, Peter, MA, aged 74, received a Master's degree in Administrative Science from Yale University, USA in 1969 and joined the Group in the same year. He was appointed as Director and Managing Director in 1971 and 1980 respectively and Vice Chairman of the board of directors in 1987. Mr. Chan is at present the Chairman of the board of directors and has held directorships in a number of subsidiaries of the Group. Mr. Chan was the Chairman of the board of directors of YGM Trading Limited (stock code: 00375) from 2010 to 2015, and is at present the executive director of YGM Trading Limited. Mr. Chan has extensive experience in garment manufacturing and marketing in the Far East and the USA.

If Mr. Chan shall be re-elected as executive Director at the AGM, he will continue to act as Chairman of Risk Management Committee, a member of each of the Remuneration Committee and the Nomination Committee of the Company.

Information relating to Mr. Chan's relationship with other Directors, senior management, substantial or controlling Shareholders of the Company, his interest in Shares within the meaning of Part XV of the SFO and details of his compensation and length of services as a Director are set out below in this appendix.

Save as disclosed herein, there are no other matters concerning Mr. Chan that need to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

Mr. Chan Wing To, PhD, aged 69, joined YGM Singapore in 1978. He has been an executive director of the Company since 1983 and has held directorships in a number of subsidiaries of the Group. Mr. Chan received a Doctor of Philosophy degree in economics from the University of Rochester, USA in 1978. He has extensive experience in the textile and garment business.

Mr. Chan was an executive director of YGM Trading Limited (stock code: 00375) from November 1987 to April 2020.

Information relating to Mr. Chan's relationship with other Directors, senior management, substantial or controlling Shareholders of the Company, his interests in Shares within the meaning of Part XV of the SFO and details of his compensation and length of services as a Director are set out below in this appendix.

Save as disclosed herein, there are no other matters concerning Mr. Chan that need to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

7

APPENDIX II	INFORMATION OF THE DIRECTORS TO BE RE-ELECTED

Mr. So Stephen Hon Cheung, aged 64, has been a director of an accounting firm T.M Ho, So & Leung CPA Limited since August 2003. Currently, he is the chief financial officer and company secretary of Ying Kee Tea House Group Limited (stock code: 08241). He has extensive experience in the commercial sector of manufacturing, wholesale and trading and in public practice working for various companies in Hong Kong, China and Canada. He holds a bachelor's degree in commerce from the University of British Columbia, Canada. He is a fellow member of the Hong Kong Institute of Certified Public Accountants, a member of the Chartered Professional Accountants of Canada and a member of the Society of Certified Management Accountants of Canada. Mr. So has been an independent non-executive director of the Company and YGM Trading Limited (stock code: 00375) since September 2017, Pinestone Capital Limited (stock code: 00804) since May 2015 and PINE Technology Holdings Limited (stock code: 01079) since September 2002. Mr. So was an independent non-executive director of Milan Station Holdings Limited (stock code: 01150) from May 2011 to February 2017 and Teamway International Group Holdings Limited (stock code: 01239) from August 2017 to June 2019.

If Mr. So shall be re-elected as an independent non-executive Director at the AGM, he will continue to act as the chairman of Audit Committee, a member of each of the Remuneration Committee and Nomination Committee of the Company.

Save as disclosed above, Mr. So did not hold any directorship in any other Hong Kong or overseas listed public companies in the last three years and did not hold any other position with the Company or other members of the Group. Mr. So does not have any other relationship with any Directors, senior management, substantial or controlling Shareholders of the Company.

Information relating to Mr. So's interest in Shares within the meaning of Part XV of the SFO and details of his compensation and length of services as a Director are set out below in this appendix.

Save as disclosed above, there are no other matters concerning Mr. So that need to be brought to the attention of the Shareholders in connection with his re-election and there is no other information that should be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules.

Retiring Directors' relationship with other Directors, senior management, substantial or controlling Shareholders of the Company

Mr. Chan Wing Fui, Peter is the brother of Mr. Chan Wing Sun, Samuel.

Mr. Chan Wing Kee, Mr. Chan Wing To and Madam Chan Suk Man are siblings. They are also the cousins of Mr. Chan Wing Fui, Peter and Mr. Chan Wing Sun, Samuel.

Save as disclosed herein, the Retiring Directors do not have any relationship with other Directors, senior management, substantial or controlling Shareholders of the Company.

8

APPENDIX II	INFORMATION OF THE DIRECTORS TO BE RE-ELECTED

Retiring Directors' interests in Shares

As at the Latest Practicable Date, interests in the Shares of the Retiring Directors which were required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO, the Model Code for Securities Transactions by Directors of Listed Issuers and which were entered in the register kept by the Company under section 352 of the SFO were as follows:

		Number of Shares
		Personal	Family	Corporate	Other
Name of Director	interests (i)	interests	interests	interests
Chan Wing Fui, Peter	486,102		9,153,465		-	(ii) & (iii)
Chan Wing To	10,073,389		-	-	(iv)
So Stephen Hon Cheung	-	-	-	-

Save as disclosed herein and as at the Latest Practicable Date, none of the Retiring Directors had any interests in the Shares within the meaning of Part XV of the SFO.

Notes:

1. The Shares are registered under the names of the Retiring Directors who are the beneficial owners.
2. 48,032,240 Shares were held by Chan Family Investment Corporation Limited (which is owned by Mr. Chan Wing Kee, Mr. Chan Wing To, Madam Chan Suk Man, Mr. Chan Wing Sun, Samuel and other members of the Chan Family) and its subsidiaries.
3. 13,965,280 shares of the Company were held by Mr. Chan Wing Fui, Peter, the executor of the estate of the late Dr. Chan Sui Kau.
4. 2,383,500 shares of the Company were held by Super Team International Limited which is indirectly owned by Messrs Chan Wing Kee, Chan Wing To, Madam Chan Suk Man and other members of the Chan Family.

Directors' service contracts

As at the Latest Practicable Date, the Retiring Directors had not entered into any service contract in writing with the Company and had not been appointed for specific term, but they are subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association. All the Retiring Directors will receive a director's fees to be fixed by the Board as may be authorised by the Shareholders at the AGM.

The total emoluments for the year ended 31 March 2020 received by Mr. Chan Wing Fui, Peter, Mr. Chan Wing To and Mr. So Stephen Hon Cheung were HK$1,971,000, HK$60,000 and HK$150,000 respectively (as disclosed in note 6 to the audited consolidated financial statements of the Company for the year ended 31 March 2020).

9

NOTICE OF ANNUAL GENERAL MEETING

長 江 製 衣 有 限 公 司

YANGTZEKIANG GARMENT LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 00294)

NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the annual general meeting (the "AGM") of the members of Yangtzekiang Garment Limited (the "Company") will be held at Yau Yat Chuen Garden City Club, 7 Cassia Road, Yau Yat Chuen, Kowloon, Hong Kong on Friday, 18 September 2020 at 12:00 noon for the following purposes:

1. To receive and consider the audited consolidated financial statements, the directors' report and the independent auditor's report for the year ended 31 March 2020;
2. To re-elect the directors of the Company named below (each as a separate resolutions):
3. 1. Mr. Chan Wing Fui, Peter as an executive director of the Company;
   2. Mr. Chan Wing To as an executive director of the Company; and
   3. Mr. So Stephen Hon Cheung as an independent non-executive director of the Company;

and to authorise the board of directors (the "Directors") to fix the remuneration of the Directors and any members of the committees of Directors;

1. To re-appoint KPMG as auditors of the Company and to authorise the board of directors to fix their remuneration; and
2. To consider as special business and, if thought fit, pass with and without modification, the following resolutions as ordinary resolutions of the Company:
3. 1. "THAT:
   2. 1. subject to paragraph (c) below, the exercise by the Directors during the Relevant Period (as defined hereinbelow) of all the powers of the Company to allot, issue and otherwise deal with the unissued shares of the capital of the Company ("Shares") and to make or grant offers, agreements and options which 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 and options which might require the exercise of such powers after the end of the Relevant Period;

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NOTICE OF ANNUAL GENERAL MEETING

1. the total number of Shares allotted or agreed conditionally or unconditionally to be allotted (whether pursuant to an option or otherwise) by the Directors pursuant to the approval in paragraph (a) above, otherwise than pursuant to (i) a Rights Issue (as defined hereinbelow), (ii) the exercise of rights of subscription or conversion under the terms any warrants issued by the Company or any securities which are convertible into Shares, (iii) any option scheme or similar arrangement for the time being adopted for the grant or issue to such eligible participants recognised by the Company of shares or rights to acquire Shares, or (iv) any scrip dividend or similar arrangement providing for the 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 the aggregate of: (aa) 20% of the total number of Shares in issue as at the date of passing this Resolution plus (bb) (if the Directors are so authorised by a separate ordinary resolution of the shareholders of the Company) the number of Shares bought back by the Company subsequent to the passing of this Resolution (up to a maximum equivalent to 10% of the total number of Shares in issue as at the date of passing this Resolution), and the said approval shall be limited accordingly; and
2. for the purpose of this Resolution:
   "Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of:
3. 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 law or the articles of association of the Company to be held; or
   3. the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders of the Company in general meeting;

"Right Issue" means the allotment, issue or grant of shares pursuant to an offer of Shares open for a period fixed by the Directors to holders of Shares or any class thereof on the register on a fixed record date in proportion to their then holdings of such Shares or class thereof (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 outside Hong Kong).";

1. "THAT:
2. 1. subject to paragraph (b) below, the exercise by the Directors during the Relevant Period (as defined hereinbelow) of all the powers of the Company to buy back shares in the capital of the Company (the "Shares") be and is hereby generally and unconditionally approved;
   2. the total number of Shares which may be bought back on The Stock Exchange of Hong Kong Limited or any other stock exchange recognised for this purpose by the Securities and Futures Commission of Hong Kong and The Stock Exchange of Hong Kong Limited under the Hong Kong Code on Share Buy-backs pursuant to the approval in paragraph (a) above shall not exceed 10% of the total number of Shares in issue as at the date of passing this Resolution, and the said approval shall be limited accordingly; and

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NOTICE OF ANNUAL GENERAL MEETING

1. 1. for the purposes of this Resolution:
      "Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of:
   2. 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 law or the articles of association of the Company to be held; or
      3. the revocation or variation of the authority given under this Resolution by ordinary resolution of the shareholders of the Company in general meeting."; and
2. "THAT conditional upon the passing of resolutions set out in paragraphs (A) and (B) above, the Directors be and they are hereby authorised to exercise the powers of the Company referred to in paragraph (a) of the resolution set out in paragraph (A) above in this notice in respect of the share capital of the Company referred to in sub-paragraph (bb) of paragraph 4(A)(c) of such resolution."

By Order of the Board

Yangtzekiang Garment Limited

Hui Sau Ling

Secretary

Hong Kong, 31 July 2020

As at the date of this notice, the Board comprises of six executive Directors, namely Mr. Chan Wing Fui, Peter, Mr. Chan Wing Kee, Mr. Chan Wing To, Madam Chan Suk Man, Mr. Chan Wing Sun, Samuel and Mr. So Ying Woon, Alan and three Independent Non-executive Directors, namely Mr. Choi Ting Ki, Mr. So Stephen Hon Cheung and Mr. Li Guangming.

Notes:

1. For the purpose of ascertaining the right of the shareholders to attend and vote at the AGM, the transfer books and register of members of the Company will be closed from Tuesday, 15 September 2020 to Friday, 18 September 2020, both days inclusive, during which period no transfer of Shares will be effected. In order to qualify for the right to attend and vote at the AGM, all transfers accompanied by the relevant share certificates must be lodged with the share registrar of the Company, Computershare Hong Kong Investor Services Limited at Shops 1712-1716, 17th Floor, Hopewell Centre, 183 Queen's Road East, Hong Kong for registration not later than 4:30 p.m. on Monday, 14 September 2020.
2. A member entitled to attend and vote at the above meeting may appoint more than one proxy to attend and to vote in his stead. A proxy need not be a member of the Company.
3. In order to be valid, the form of proxy duly completed and signed in accordance with the instructions printed thereon together with a power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof must be deposited at the registered office of the Company at 22 Tai Yau Street, San Po Kong, Kowloon, Hong Kong not less than 48 hours before the time appointed for holding the AGM or any adjournment thereof.
4. With regard to paragraph 4 of the above notice, attention is drawn to the circular regarding the general mandate to buy back Shares and to issue Shares which will be sent to the shareholders of the Company in due course.
5. Shareholders are strongly encouraged to note the COVID-19 precautionary measures and special arrangements to be implemented at the AGM which are set out in the cover page and page 1 with heading "PRECAUTIONARY MEASURES FOR THE 2020 ANNUAL GENERAL MEETING" in the Company's circular and that NO refreshments, drinks or gifts will be provided. Shareholders are strongly encouraged to appoint the Chairman of the AGM as their proxy and submit their form of proxy as early as possible.

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