Annual report
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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. JNBY Design Limited (Incorporated in the Cayman Islands with limited liability) (Stock Code ΅˾ : 3306) ʮ̡ ʮ̡ ANNUAL RESULTS ANNOUNCEMENT FOR THE YEAR ENDED JUNE 30, 2026 The board (the “ Board”) of directors (the “ Directors ”) of JNBY Design Limited (the“ Company ”) is pleased to announce the audited results of the Company and its subsidiaries for the year ended June 30, 2026 (the “Fiscal Year 2026 ”). This announcement, containing the full text of the annual report for the Fiscal Year 2026 of the Company, complies with the relevant requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) (the “ Listing Rules ”) in relation to information to accompany preliminary announcement of the annual results. This annual results announcement has been published on the website of the Stock Exchange (www.hkexnews.hk) and that of the Company (www.jiangnanbuyigroup.com.cn), and the annual report of the Company for the Fiscal Year 2026 containing all the information required by the Listing Rules will be sent to the Shareholders and published on the aforesaid websites in due course. By order of the Board JNBY Design Limited Wu Jian Chairman and Executive Director Hong Kong, China, September 9, 2026 As at the date of this announcement, Mr. Wu Jian, Ms. Li Lin and Ms. Wu Huating are the executive Directors; Mr. Wei Zhe is the non-executive Director; and Mr. Lam Yiu Por, Ms. Han Min, Mr. Hu Huanxin and Mr. Wong Shun Tak are independent non-executive Directors. ʮ ͵ʔ Оฦ ዄОப f ࿚Ї ɚཧɚʬϋʬ˜ɧɤ˚ ʘุᐶʮѓ ʮ̡ ͉ʮ̡ ԫ ԫ ึ ԫ ึ᙮ʮ̡࿚Їɚཧɚʬϋʬ˜ ɚཧɚʬৌϋุᐶf͉ʮѓ ಥ ʮ̡ ה ɪ̹ ۆӋf ၣ१ (www.hkexnews.hk) ʿ͉ʮ̡ၣ१ (www.jiangnanbuyigroup.com.cn) dϾ༱ ͉ʮ̡ɚཧɚʬৌϋʘ ၣ१೮༱ f ԫึն ʮ̡ ੂБԫ ю ಥ d ɚཧɚʬϋɘ˜ɘ˚ ю͛eҽɾɻʿюശ ੂБԫ อ͛ʿˮഭᅃ͛f
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This annual report is printed on environmental paper ॷੵΙႡ JNBY DESIGN LIMITEDʮ̡2025/2026 ANNUAL REPORT జѓ
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＋ CONTENTS ͦ
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Page ᅰ Company Introduction 10 ʮ̡ᔊʧ Corporate Information 11 ࣘ Financial Summary 13 ࠅ Chairman’s Statement 15 జѓ Management Discussion and Analysis 18 ؓ Directors and Senior Management 32 ԫʿ৷ॴ၍ଣᄴ Directors’ Report 39 ԫึజѓ Corporate Governance Report 74 జѓ Independent Auditor’s Report 104 జѓ Consolidated Statement of Profit or Loss and Other Comprehensive Income 110 ڌ Consolidated Statement of Financial Position 111 ڌرً Consolidated Statement of Changes in Equity 113 ڌ Consolidated Statement of Cash Flows 115 ڌ Notes to the Consolidated Financial Statements 117 ൗ
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Year of launch: 1990's Slogan: Just Naturally Be Yourself Target customers: Modern women between 25 and 40 who are acutely curious and adept at discovering the surprises and poetry in everyday life, and who naturally express these attributes Design concepts: Modern, Vitality, Charming and Serenity 發佈年份 ： ����'s 品牌理念 ： Just Naturally Be Yourself 目標客戶 ： 介於��至��歲的好奇心強 ， 善於發現平凡生活中 的驚喜 、 詩意 ， 將此自然表達的現代女性 設計理念 ： 現 代、活 力、意 趣、坦 然 發佈年份 ： ����年 品牌理念 ： Re-Consider Humorously 目標客戶 ： 介於��至��歲的追求穿衣樂趣的男士 設計理念 ： 優 雅、玩 味、當 代、質 感 Year of launch: 2005 Slogan: Re-Consider Humorously Target customers: Men between 25 and 40 who enjoy fashion and textiles Design concepts: Elegant, Playful, Contemporary and Textured 發佈年份 ： ����年 品牌理念 ： Less is more 目標客戶 ： 介於��至��歲的追求簡約的生活 ， 獨立 、 理性的新 一代職場女性 設計理念 ： 簡 約、精 工、精 緻、獨 立 Year of launch: 2011 Slogan: Less is more Target customers: Female professionals between 30 and 45 who are independent, rational, and pursue simple living Design concepts: Simple, Craftsmanship, Delicate and Independent The Group's Brands 公司品牌
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Year of launch: 1990's Slogan: Just Naturally Be Yourself Target customers: Modern women between 25 and 40 who are acutely curious and adept at discovering the surprises and poetry in everyday life, and who naturally express these attributes Design concepts: Modern, Vitality, Charming and Serenity 發佈年份 ： ����'s 品牌理念 ： Just Naturally Be Yourself 目標客戶 ： 介於��至��歲的好奇心強 ， 善於發現平凡生活中 的驚喜 、 詩意 ， 將此自然表達的現代女性 設計理念 ： 現 代、活 力、意 趣、坦 然 發佈年份 ： ����年 品牌理念 ： Re-Consider Humorously 目標客戶 ： 介於��至��歲的追求穿衣樂趣的男士 設計理念 ： 優 雅、玩 味、當 代、質 感 Year of launch: 2005 Slogan: Re-Consider Humorously Target customers: Men between 25 and 40 who enjoy fashion and textiles Design concepts: Elegant, Playful, Contemporary and Textured 發佈年份 ： ����年 品牌理念 ： Less is more 目標客戶 ： 介於��至��歲的追求簡約的生活 ， 獨立 、 理性的新 一代職場女性 設計理念 ： 簡 約、精 工、精 緻、獨 立 Year of launch: 2011 Slogan: Less is more Target customers: Female professionals between 30 and 45 who are independent, rational, and pursue simple living Design concepts: Simple, Craftsmanship, Delicate and Independent The Group's Brands 公司品牌
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Year of launch: 2011 Slogan: Free imagination Target customers: Children between 0 and 10 who are from middle- and upper-class families with a level of living standard, who are independent and love life Design concepts: Freedom, Imagination, Joyful and Sincerity 發佈年份 ： ����年 品牌理念 ： Free imagination 目標客戶 ： 介於�至��歲的熱愛生活 ， 獨立自我 ， 具有一定生 活品質的中高產階級家庭的孩子 設計理念 ： 自 由、想 像 力、快 樂、真 實 Year of launch: 2022 Slogan: Tech Elevates Sportswear Comfort and Sophistication Target customers: Children between 4 and 15 who come from families with a certain standard of living and a passion for sports Design concepts: Comfort, Expertise, Vitality and Freedom 發佈年份 ： ����年 品牌理念 ： 科技升級運動體感 目標客戶 ： 介於�至��歲 ， 熱愛運動的品質家庭的孩子 設計理念 ： 舒 適、專 業、活 力、自 由 發佈年份 ： ����年 品牌理念 ： 再思考 、 再利用 、 再創造 目標客戶 ： 引領可持續生活方式的當代消費者 ， 認同 「長期主 義」 的時尚哲學 設計理念 ： 長期主義 、 時尚 、 可持續 Year of launch: 2024 Slogan: Re-consider , Re-use, Re-create Target customers: Contemporary consumers who lead sustainable lifestyle and endorse the fashion philosophy of “long-termism” Design concepts: Long-termism, Fashion and Sustainability Year of launch: 2020 Slogan: BOLDLY BEYOND Target customers: Urban professionals aged 25 to 45, with a passion for art and avant-garde fashion, who seek a high quality of life and distinctive retail experiences Design concepts: Avant-garde art, Contemporary design and Innovative retail 發佈年份 ： ����年 品牌理念： BOLDLY BEYOND 目標客戶： 介於��至��歲 ， 熱愛藝術與先鋒時尚 ， 追求生活品 質與獨特購物體驗的都市精英人群 設計理念： 先鋒藝術 、 當代設計 、 創意零售 Year of launch: 2016 Slogan: Don't be serious Target customers: Children between 5 and 14 who are casual, exploratory, and pursue a high-quality life Design concepts: Casual, Exploratory and Sustainable 發佈年份 ： ����年 品牌理念 ： Don't be serious 目標客戶 ： 介於�至��歲 ， 隨性自在 ， 充满探索精神 ， 追求高品 質生活家庭的兒童 設計理念 ： 隨性自在 、 探索精神 、 可持續 發佈年份 ： ����年 品牌理念 ： Live Lively 目標客戶 ： 介於��至��歲 ， 有一定審美水平 、 關心生活品質 ， 對社會議題有獨立見解 ， 擁有自宅且多數組建了 家庭的人群 設計理念 ： 有 趣、真 實、探 索、自 由、開 放 Year of launch: 2016 Slogan: Live Lively Target customers: People between 25 and 40 who have aesthetic preferences, care about quality of life, have independent views on social issues, own their own homes, and have mostly formed families Design concepts: Have fun, Authentic, Explore, Free and Open-minded
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Year of launch: 2011 Slogan: Free imagination Target customers: Children between 0 and 10 who are from middle- and upper-class families with a level of living standard, who are independent and love life Design concepts: Freedom, Imagination, Joyful and Sincerity 發佈年份 ： ����年 品牌理念 ： Free imagination 目標客戶 ： 介於�至��歲的熱愛生活 ， 獨立自我 ， 具有一定生 活品質的中高產階級家庭的孩子 設計理念 ： 自 由、想 像 力、快 樂、真 實 Year of launch: 2022 Slogan: Tech Elevates Sportswear Comfort and Sophistication Target customers: Children between 4 and 15 who come from families with a certain standard of living and a passion for sports Design concepts: Comfort, Expertise, Vitality and Freedom 發佈年份 ： ����年 品牌理念 ： 科技升級運動體感 目標客戶 ： 介於�至��歲 ， 熱愛運動的品質家庭的孩子 設計理念 ： 舒 適、專 業、活 力、自 由 發佈年份 ： ����年 品牌理念 ： 再思考 、 再利用 、 再創造 目標客戶 ： 引領可持續生活方式的當代消費者 ， 認同 「長期主 義」 的時尚哲學 設計理念 ： 長期主義 、 時尚 、 可持續 Year of launch: 2024 Slogan: Re-consider , Re-use, Re-create Target customers: Contemporary consumers who lead sustainable lifestyle and endorse the fashion philosophy of “long-termism” Design concepts: Long-termism, Fashion and Sustainability Year of launch: 2020 Slogan: BOLDLY BEYOND Target customers: Urban professionals aged 25 to 45, with a passion for art and avant-garde fashion, who seek a high quality of life and distinctive retail experiences Design concepts: Avant-garde art, Contemporary design and Innovative retail 發佈年份 ： ����年 品牌理念： BOLDLY BEYOND 目標客戶： 介於��至��歲 ， 熱愛藝術與先鋒時尚 ， 追求生活品 質與獨特購物體驗的都市精英人群 設計理念： 先鋒藝術 、 當代設計 、 創意零售 Year of launch: 2016 Slogan: Don't be serious Target customers: Children between 5 and 14 who are casual, exploratory, and pursue a high-quality life Design concepts: Casual, Exploratory and Sustainable 發佈年份 ： ����年 品牌理念 ： Don't be serious 目標客戶 ： 介於�至��歲 ， 隨性自在 ， 充满探索精神 ， 追求高品 質生活家庭的兒童 設計理念 ： 隨性自在 、 探索精神 、 可持續 發佈年份 ： ����年 品牌理念 ： Live Lively 目標客戶 ： 介於��至��歲 ， 有一定審美水平 、 關心生活品質 ， 對社會議題有獨立見解 ， 擁有自宅且多數組建了 家庭的人群 設計理念 ： 有 趣、真 實、探 索、自 由、開 放 Year of launch: 2016 Slogan: Live Lively Target customers: People between 25 and 40 who have aesthetic preferences, care about quality of life, have independent views on social issues, own their own homes, and have mostly formed families Design concepts: Have fun, Authentic, Explore, Free and Open-minded
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COMPANY INTRODUCTION ʮ̡ᔊʧ 10 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT COMPANY INTRODUCTION ʮ̡ᔊʧ INFORMATION ON JNBY GROUP JNBY Design Limited (the “ Company” or “ JNBY Group ”) and its subsidiaries (the “Group” or “ we”) are an influential designer brand fashion house based in China. We design, promote and sell contemporary apparel, footwear and accessories as well as household products. As of June 30, 2026, our brand portfolio comprises a number of brands in three stages — the Mature brand, namely JNBY, three Younger brands, namely (i) CROQUIS, (ii) jnby by JNBY and (iii) LESS, as well as various Emerging brands, such as POMME DE TERRE ( ᇻ৵ ), JNBYHOME, onmygame and B1OCK, each targeting at a distinct customer segment and having a uniquely defined design identity based on our Group’s universal brand philosophy — “ Just Naturally Be Yourself”. Our products target at middle- and upper-income customers who seek to express their individuality through fashionable products. Our broad range of product offering and brand portfolio create a lifestyle ecosystem that enables us to address our customers’ needs at different stages and scenarios of their lives, which in turn allows us to build a large, diversified and loyal customer base. We started our business in 1994 by selling women’s apparel with the brand JNBY aimed at providing contemporary well-designed and high-quality women’s wear to consumers. We expanded our brand portfolio between 2005 and 2011 to include CROQUIS, jnby by JNBY and LESS. During 2016 –2019, we further launched various Emerging brands, such as POMME DE TERRE ( ᇻ৵ ) and JNBYHOME, and in 2024, we added the children’s apparel brand, onmygame, and boutique department store brand, B1OCK, to the Emerging brands matrix through acquisition, so that our brand portfolio could be more diversified and segmented and we could cover consumers of most age groups. Meanwhile, we continuously launched new consumption scenarios or products such as “Box Project”, “ JIANGNANBUYI+” and “jnby+” multi-brand collection stores to provide consumers with more value-added services. Taking into account our customers’ purchasing patterns and information needs, we have established an omnichannel interactive platform comprising physical retail stores, online platforms and WeChat-based social media interactive marketing service platform, with each component playing a critical role in attracting fans and transforming our potential fans into loyal fans. We aim to build up a “ JNBY Fans Economy” system, which is based on a community of fans whose purchases are driven by their affinity to the lifestyle we aim to promote. ̺В ʮ̡ ͉ʮ̡ eʮ̡̺В ʿ Չ ᙮ʮ̡ ͉ණྠ eණྠࡁٙ ࣛ f࿚Їɚཧɚʬϋʬ˜ dуϓ JNBY (i)ᄳe(ii) jnby by JNBY ʿ (iii)LESSܼPOMME DE TERRE ᇻ ৵ e JNBYHOMEeonmygame ʿB1OCKࡈ І್Ͼ್ήਂІʉ(Just Naturally Be Yourself)ዹ Җf ུ ࡁ ˙ό͛࿒ਸ਼dԴ ɓɘɘ̬ ุਕdપ̈ə JNBYऊ൬ ɚཧཧʞ ᄳe jnby by JNBY ʿLESSࡁ ܼPOMME DE TERRE ᇻ ৵ ʿ JNBYHOMEஷཀϗ ᒅᄣ̋ə onmygame˸ʿ B1OCKۜ ଡ଼Υһ̋εʩʷձ ਕf ̺В+ ʿjnby+dԶഗऊ ᒅ൯ᅼόʿ༟ৃც މڦ Όಬ༸ʝ ྼ४ Չ ̺В ४ക ӻf
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CORPORATE INFORMATION ࣘ 11 江南布衣有限公司 二零二五╱二六年度報告 CORPORATE INFORMATION ࣘ BOARD OF DIRECTORS EXECUTIVE DIRECTORS Mr. Wu Jian (Chairman) Ms. Li Lin Ms. Wu Huating NON-EXECUTIVE DIRECTOR Mr. Wei Zhe INDEPENDENT NON-EXECUTIVE DIRECTORS Mr. Lam Yiu Por Ms. Han Min Mr. Hu Huanxin Mr. Wong Shun Tak (appointed on September 8, 2025) BOARD COMMITTEES AUDIT COMMITTEE Mr. Lam Yiu Por (Chairman) Ms. Han Min Mr. Hu Huanxin Mr. Wong Shun Tak (appointed on September 8, 2025) REMUNERATION COMMITTEE Mr. Hu Huanxin (Chairman) Mr. Wu Jian Mr. Lam Yiu Por NOMINATION COMMITTEE Mr. Wu Jian (Chairman) Mr. Hu Huanxin Ms. Han Min JOINT COMPANY SECRETARIES Ms. Qian Xiaoping Ms. Tsui Ka Yan (ACG, HKACG) (appointed on September 8, 2025) Ms. Ng Sau Mei (resigned on September 8, 2025) AUTHORISED REPRESENTATIVES Mr. Wu Jian Ms. Tsui Ka Yan (appointed on September 8, 2025) Ms. Ng Sau Mei (resigned on September 8, 2025) REGISTERED OFFICE Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands ԫึ ੂБԫ ю͛ ҽɾɻ юശణɾɻ ੂБԫ ͛ ੂБԫ ͛ ᒵઽɾɻ อ͛ ɚཧɚʞϋɘ˜ɞ˚ᐏ։ ึ ึ ͛ ᒵઽɾɻ อ͛ ɚཧɚʞϋɘ˜ɞ˚ᐏ։ ึ อ͛ ю͛ ͛ ึ ю͛ อ͛ ᒵઽɾɻ ࣣ ፺ወറɾɻ ɾ ɻ(ACG, HKACG)ɚཧɚʞϋɘ˜ɞ˚ᐏ։ ɚཧɚʞϋɘ˜ɞ˚ᗘ ڌ ю͛ ɚཧɚʞϋɘ˜ɞ˚ᐏ։ ɚཧɚʞϋɘ˜ɞ˚ᗘ ൗ̅፬ԫஈ Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands
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CORPORATE INFORMATION ࣘ 12 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ᐼ ψ̹ Гಳਜ˂ͦʆ༩ 398 ˂ͦԢ 2–6ᅽ ᐄุήᓃ ಥ ɘᎲ φӍէ ኪ༸ 1 ࢭ Ҧɽข 22ᅽ9܃ ࢪ ᅃා • ᗫБ ࢪࠇ ࢪ ಥ ᙒ༸ 88 ࢭ35ᅽ ΅ཀ˒೮াᐼஈ Codan Trust Company (Cayman) Limited Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands ΅ཀ˒೮াஈ ʮ̡ ಥ ࢀ慤༸16 ፄʕː 17ᅽ ԸვБ ɹ˕Б ʮ̡ၣѧ https://www.jiangnanbuyigroup.com.cn ΅˾ 3306 ɪ̹˚ಂ ɚཧɓʬϋɤ˜ɧɤɓ˚ HEADQUARTERS Building 2 –6, OōELi No. 398 Tianmushan Road, Xihu District Hangzhou, Zhejiang Province, PRC PRINCIPAL PLACE OF BUSINESS IN HONG KONG Unit 9, 22/F, Seapower Tower North Tower, Concordia Plaza 1 Science Museum Road Tsim Sha Tsui Kowloon Hong Kong, PRC AUDITOR Deloitte Touche Tohmatsu Certified Public Accountants Registered Public Interest Entity Auditors 35th Floor, One Pacific Place 88 Queensway Hong Kong, PRC THE CAYMAN ISLANDS PRINCIPAL REGISTRAR AND TRANSFER OFFICE Codan Trust Company (Cayman) Limited Cricket Square, Hutchins Drive P.O. Box 2681 Grand Cayman KY1-1111 Cayman Islands HONG KONG SHARE REGISTRAR Tricor Investor Services Limited 17/F, Far East Finance Centre 16 Harcourt Road Hong Kong, PRC PRINCIPAL BANKS Bank of Hangzhou, Guanxiangkou Branch COMPANY’S WEBSITE https://www.jiangnanbuyigroup.com.cn STOCK CODE 3306 LISTING DATE October 31, 2016
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FINANCIAL SUMMARY ࠅ 13 江南布衣有限公司 二零二五╱二六年度報告 FINANCIAL SUMMARY ࠅ 2026 2025 Increase For the year ended June 30,ܓɚཧɚʬ ϋ ɚཧɚʞ ϋ ᄣ̋ (RMB’000) (RMB’000) ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ (%) Financial Highlightsࠅ Revenue ϗɝ 6,046,259 5,548,385 9.0 Gross profit ˣл 4,029,670 3,638,941 10.7 Operating profit ᐄлᆗ 1,333,902 1,197,171 11.4 Net profit ଋлᆗ 996,965 897,518 11.1 Net cash flows from operating activitiesඎଋᕘ 1,432,937 1,132,989 26.5 (RMB) (RMB) ɛ͏࿆ʩ ɛ͏࿆ʩ (%) Basic earnings per shareਿ͉ϗू 1.93 1.74 10.9 Diluted earnings per shareᙑϗू 1.89 1.70 11.2 (Percentage) (Percentage) (Percentage point(s)) ϵʱˢ ϵʱˢ ϵʱᓃ Financial Ratios ৌਕˢଟ Gross profit margin ˣлଟ 66.6 65.6 1.0 Operating profit ratio ᐄлᆗଟ 22.1 21.6 0.5 Net profit margin ଋлᆗଟ 16.5 16.2 0.3 As at June 30, 2026 As at June 30, 2025 ɚཧɚʬ ϋ ʬ˜ɧɤ˚ ɚཧɚʞ ϋ ʬ˜ɧɤ˚ Liquidity Ratiosਗˢଟ Trade receivables turnover days Ꮠϗಛධ ᔷ˂ᅰ 7.7 8.2 Trade and bills payables turnover days Ꮠ˹ಛධʿᏐ˹ୃኽ ᔷ˂ᅰ 40.6 47.8 Inventory turnover days π ᔷ˂ᅰ 166.3 160.9 Capital Ratio ༟͉ˢଟ Asset-liability ratio (1)වଟ (1) 45.3% 46.8% Note 1: Asset-liability ratio = total liabilities/total assets ൗ1j වᐼᕘŊ༟ପᐼᕘ
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FINANCIAL SUMMARY ࠅ 14 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ၝΥุᐶCONSOLIDATED RESULTS 2026 2025 2024 2023 2022 For the year ended June 30,ܓɚཧɚʬ ϋ ɚཧɚʞ ϋ ɚཧɚ̬ ϋ ɚཧɚɧ ϋ ɚཧɚɚ ϋ (Restated) ΐ RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Revenue ϗɝ 6,046,259 5,548,385 5,302,522 4,465,124 4,085,868 Gross profit ˣл 4,029,670 3,638,941 3,495,916 2,916,992 2,607,370 Gross profit margin ˣлଟ 66.6% 65.6% 65.9% 65.3% 63.8% Operating profit ᐄлᆗ 1,333,902 1,197,171 1,192,504 857,898 775,852 Net profit ଋлᆗ 996,965 897,518 846,549 621,283 558,873 Net profit margin ଋлᆗଟ 16.5% 16.2% 16.0% 13.9% 13.7% Profit attributable to the shareholdersлᆗ 997,445 892,650 847,497 621,292 558,880 ASSETS ༟ପ Non-current assetsਗ༟ପ 2,219,596 1,765,475 1,808,815 1,843,181 1,720,147 Current assetsਗ༟ପ 3,060,547 2,762,949 2,638,040 2,222,646 2,179,688 EQUITY AND LIABILITIESව Total equity ᛆूᐼᕘ 2,888,102 2,408,243 2,210,173 1,981,523 1,684,965 Non-current liabilitiesව 348,253 360,636 414,502 468,519 466,084 Current liabilitiesව 2,043,788 1,759,545 1,822,180 1,615,785 1,748,786
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CHAIRMAN’S STATEMENT జѓ 15 江南布衣有限公司 二零二五╱二六年度報告 CHAIRMAN’S STATEMENT జѓ Dear Shareholders, On behalf of the board (the “ Board”) of directors (the “ Directors”) of the Company, I am pleased to present the annual results and business outlook of the Group for the year ended June 30, 2026. ASSESSING THE TIMES AND MARKET DYNAMICS TO DEEPEN BRAND ECOSYSTEM DEVELOPMENT /emdash.case MARKET REVIEW AND STRATEGIC PROGRESS In the Fiscal Year 2025/26, driven by continued policies to expand domestic demand and boost consumption, China’s retail environment maintained its recovery momentum, albeit at a moderate pace. As we have observed, consumer confidence has generally stabilized, while willingness to pay varies across consumer groups. Consumers have become more rational in spending, with rising expectations for lifestyle quality and consumption experiences. China’s apparel market continues to show diversified and structural consumption trends. Domestic brands are gaining greater influence domestically and internationally. The consumer base pursuing refined lifestyles and distinctive aesthetics keeps expanding. The segmented market for mid-to-high-end and designer brands boasts enormous potential, alongside a competitive landscape marked by “K-shaped divergence” and growing concentration among top-tier brands. Furthermore, consumption scenarios are rapidly being reshaped around “immersive experiences” and “intelligent omnichannel” operations. Digital consumption and e-commerce platforms continue to play important roles. With the deeper integration of online and offline channels, the new retail model has been further scaled up. Physical stores are further transforming into “brand cultural spaces” and “experience centers”, driving high-quality innovation and continuous upgrading across the industry. Against this backdrop, consumers increasingly favour reputable brands that deliver premium omnichannel experiences. j ڌ͉ʮ̡ ԫ ԫ ึ ԫึ್яజ ʘΌϋุᐶʿุ ૐf ͛ ࿒ /emdash.case ̹ఙΫᚥၾ ࢝ ݁ ᝈ ה ܵ ᚃʺf ऊ൬ᒈැd͉ɺ Їყႀ ̨ᚃଉʷdӋ͛ ࢪࠇ ʱʷ̹ఙᆑɢ̶ɽdԨяତ̈ Kʱʷ ၾ ᒈැf Ϥ̮dऊ൬ఙ౻͵̋Σ Ӑऍό᜕ ၾ ౽ঐʷΌಬ༸ ෧dᅰοʷऊ൬ձཥਠ ̨̻Ъ͜dᇞɪ ፄΥ̋ଉdอཧਯᅼόආɓӉપᄿiᇞɨྼ dપਗ ٫ ൳f
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CHAIRMAN’S STATEMENT జѓ 16 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ܵ ၝΥঐɢ Όਹཧਯၣഖf dᎴ ̺В +e jnby+ֳʿ ʔ˟ଷɿପ ʹ Όಬ༸ʝਗ̨̻d̋ଉᇞɪ ྼ४കf ଫ ʈΥΝ ᗫ ᚣf ٰ؇ emdash.case ৌତʿ Ϋజ ཧਯɽᐑྤ ੰ̂Ӓf ɚཧɚʬৌϋϗ ɝձଋлᆗʱй༺Ցɛ͏࿆ 60.46 ᄂʩʿɛ͏࿆ 9.97 ᄂʩd ɚཧɚʞৌϋٙ ϗɝձଋлᆗʱйɪʺ 9.0% ձ11.1% ɝଋᕘ༺Ցɛ͏࿆ 14.33 ᄂʩ d Νˢɪʺ 26.5%f ٰ1.06ಥʩ ٰ0.75౷ ٰ0.52ٰ2.33ಥʩd މ͉ʮ̡؇ٰΫజf On the foregoing basis, the Group pressed ahead with the development of its brand ecosystem throughout the year under three core strategies: design-driven growth, multi-brand large-scale development and fan economy. While continuously reinforcing brand equity and building comprehensive capabilities to support sustainable large-scale development of its multi-brand portfolio, the Group further optimised its fan-centric omnichannel retail network. In terms of brand portfolio, the Group maintained operation of its multi-brand matrix and refined its brand ecosystem to provide customers with a broader range of selections and diversified shopping experiences. On channel and user operation fronts, the Group launched new consumption scenarios and products including multi-brand collection stores such as “ JIANGNANBUYI+”, “jnby+” and “Box Project”. Leveraging an omnichannel interactive platform integrating physical stores, online marketplaces and WeChat-dominated social media marketing channels, the Group deepened online-offline integration to continuously attract fans and convert potential fans into loyal fans. Meanwhile, the Group carried out key strategic investments and capital arrangements for future development during the year, including entering into construction contracts for a new modern park and completing a share placing. For further details, please refer to the Company’s relevant announcements and disclosures in this report. SOLID RESULTS AND SUSTAINED RETURNS TO SHAREHOLDERS /emdash.case FINANCIAL PERFORMANCE AND DIVIDENDS Attributable to the efforts of all employees, the Group achieved record-high results in the retail environment where opportunities and challenges coexisted, and cash reserves continued to be healthy and sufficient. Revenue and net profit for the year ended June 30, 2026 (the “ Fiscal Year 2026 ”) amounted to RMB6,046 million and RMB997 million, respectively, increasing by 9.0% and 11.1% as compared with revenue and net profit for the year ended June 30, 2025 (the “ Fiscal Year 2025 ”), respectively. Net cash inflows generated from operating activities of the Group for the year amounted to RMB1,433 million, representing a year-on-year increase of 26.5%. Meanwhile, the Board recommended a final dividend of HK$1.06 per ordinary share and a special dividend of HK$0.75 per ordinary share. Together with an interim dividend of HK$0.52 per ordinary share, the total dividends for the year amounted to HK$2.33 per ordinary share, delivering consistent solid returns to the shareholders of the Company (the “ Shareholders ”).
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CHAIRMAN’S STATEMENT జѓ 17 江南布衣有限公司 二零二五╱二六年度報告 ۃБ /emdash.case ͊ڗ ᔝྡ ૐ͊Ըdኋ၍ყʫ൱҅ැ፹ၝልᕏdШίᓒʫცe ֛ ٙߕ ତ̈ ණྠ௴ ːf ٟ ߧ ණྠf ɢᕐቃᚨ ೯ঐɢd ၪၾɛʈ౽ঐ อጳऊ൬ఙ౻d ᚃ ̺В त ˙ό͛࿒ਸ਼fԱ ৄॉ৬e ٙ࢝ ணdྼତණྠ ͦᅺᒕආf eਠุΥЪྫМʿ ˕ ึபd f ੂБԫ ю ಥdɚཧɚʬϋɘ˜ɘ˚ CENTURY ASPIRATIONS, UNITED FOR PROGRESS /emdash.case FUTURE STRATEGIES AND GROWTH BLUEPRINT Looking ahead, notwithstanding the complex domestic and international economic and trade landscape, China’s economy maintains steady operation and structural recovery amid continuous deepening and targeted implementation of policies to expand domestic demand and boost consumption. Following earlier fluctuations, the consumer market is steadily stabilising at a rational bottom and seeing a mild upturn. Meanwhile, the consumer base pursuing refined lifestyles and distinctive aesthetics keeps expanding. The mid-to-high-end and designer brand market demonstrates substantial growth potential, presenting rare development opportunities for brand groups like us that focus on personalised expression. We remain fully confident in the Group’s long-term prospects. Upholding long-termism, we will take active actions across three core pillars: artistic exploration, humanistic care and social responsibility, drive sound and sustainable corporate development, and strive to evolve into a respected, influential century-old designer brand group. Strategically centered on our fan base, we adopt the dual-drive model of design and brand power. We will continuously refine our designer brand portfolio, upgrade forward-looking design and research and development capabilities, and comprehensively bolster brand equity. Concurrently, we will fully leverage internet thinking and artificial intelligence technologies to proactively develop an omnichannel digital intelligent retail network, expand emerging consumption scenarios and iterate our intelligent quick-response supply chain. This allows us to consistently deliver abundant value-added services and diversified consumer touchpoints for fans pursuing personalised self-expression, and build a distinctive lifestyle ecosystem featuring JNBY’s unique identity. Backed by an increasingly diversified product and brand matrix, an expanding base of loyal fans, and comprehensive capabilities that underpin multi-brand large-scale development, we will accelerate the development of our design incubation platform to deliver sustainable high-quality growth for the Group and steadily march toward our century-old brand vision. Last but not least, on behalf of the Board, I would like to extend my sincere gratitude to all our Shareholders, business partners and employees for their continued support and trust in the Group. The Group will remain committed to its sustainable and sound development, fulfil its social responsibilities, and continuously create greater value for our fans and Shareholders. Wu Jian Chairman and Executive Director Hong Kong, the PRC, September 9, 2026
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MANAGEMENT DISCUSSION AND ANALYSIS ؓ 18 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT MANAGEMENT DISCUSSION AND ANALYSIS ؓ REVENUE We derive our revenue primarily from sales of our products to distributors as well as sales of our products to end-customers in our self-operated stores and through online channels. Our revenue is stated net of sales rebate, sales returns and value-added taxes. The total revenue for the Fiscal Year 2026 amounted to RMB6,046.3 million, an increase of 9.0% or RMB497.9 million as compared with RMB5,548.4 million for the Fiscal Year 2025. The increase in revenue was mainly due to the growth in the sales of online channels and the same store sales growth of offline shops. The total number of our standalone retail stores around the world increased from 2,117 as at June 30, 2025 to 2,118 as at June 30, 2026. Including standalone offline stores abroad, our sales network has covered all provinces, autonomous regions and municipalities in Mainland China as well as across eight other countries and regions around the world. The tables below set forth the information on the number of our standalone retail stores around the world by different brands and “ JIANGNANBUYI+” multi-brand collection stores, respectively: ϗɝ ձ ϔৰቖਯ ΐሪf ɛ͏࿆ 6,046.3 ϵຬʩ d ༰ɚཧ ɛ͏࿆ 5,548.4ڗ9.0%ɛ͏࿆ 497.9 ʿྼ f ᐼᅰ͟ɚཧɚʞϋʬ˜ ٙ2,117ٙ2,118f ཧਯၣഖᔧႊ ᒍ̹ʿΌଢՉ˼ 8ձή ዹͭྼཧਯ ̺В+༟ৃj
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MANAGEMENT DISCUSSION AND ANALYSIS ؓ 19 江南布衣有限公司 二零二五╱二六年度報告 As at June 30, 2026 As at June 30, 2025 ɚཧɚʬϋ ʬ˜ɧɤ˚ ɚཧɚʞϋ ʬ˜ɧɤ˚ Number of our standalone retail stores around the world by different brand Όଢዹͭྼ ᅰ Mature Brand:j JNBY JNBY 982 961 Subtotalࠇ982 961 Younger Brands:j CROQUIS ᄳ 283 308 jnby by JNBY jnby by JNBY 505 513 LESS LESS 271 261 Subtotalࠇ1,059 1,082 Emerging Brands:j Other brands 55 52 Subtotalࠇ55 52 “ JIANGNANBUYI+” multi-brand collection stores ̺В + ֳ22 22 Totalࠇ2,118 2,117 As at June 30, 2026 As at June 30, 2025 ɚཧɚʬϋ ʬ˜ɧɤ˚ ɚཧɚʞϋ ʬ˜ɧɤ˚ Number and geographic distribution of our standalone retail stores by sales channels ٙ ᅰʿ ήଣʱб Mainland China ʕʫή Self-operated storesֳ500 491 Distributor-operated storesֳ1,600 1,604 Outside Mainland Chinaʕʫή Self-operated storesֳ1 1 Distributor-operated storesֳ17 21 Totalࠇ2,118 2,117
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MANAGEMENT DISCUSSION AND ANALYSIS ؓ 20 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ዹͭ ࠇ2,118ڌ ⧕ ήଣʱб˸ʿʕʫ ⧕ʱбʿཧਯᕘʱбj ֳڗ ܄ ͏ऊ൬Ӕ ʺdШ͵һ̋ءۜۜ ᔷᜊd͉ ટ 2.4%Ϊνɨj (i) ی ̺В+dԶ ⧕ ᜕i As at June 30, 2026, the total number of our standalone retail stores in countries and regions all over the world (excluding points of sale) was 2,118, and the following charts show the geographic distribution of our retail stores (including standalone distributor-operated and self-operated stores) across Mainland China, Hong Kong China and Taiwan China region as well as the distribution of our stores and retail sales by city tiers across Mainland China respectively: The total number of stores in the PRC 2,104 North China East China Southwest Region Northeast Region Central China Northwest Region South China 855 312 276 224 216 124 97 ⧕ᐼᅰ ήਜ 13.9% 38.4%28.6% 19.1% 11.0% 33.0% 32.0% 24.0% Tier 1 cities Tier 2 cities Tier 3 cities Tier 4 & other cities ̹ % by retail sales (In Fiscal Year 2026) % by stores scale (As of June 30, 2026) ⧕ᅼЦˢ ࿚Їɚཧɚʬϋʬ˜ɧɤ˚ ཧਯᅼЦˢ ɚཧɚʬৌϋ Retail sales scale in tier 1 and tier 2 cities accounted for > 50% ɓɚᇞཧਯᅼЦˢ > 50% SAME STORE SALES GROWTH OF OFFLINE SHOPS In the Fiscal Year 2026, the consumption willingness of Chinese residents was gradually recovering, and customer traffic in the consumer market recovered moderately. Against the backdrop of generally stable macro-level prices, residents became more rational in their purchasing decisions. While becoming more price-sensitive, they also placed greater emphasis on product quality, actual experience, and services added value. In response to this shift in consumer psychology, the Group leveraged the unique experiential spaces and value-added services of our offline stores to effectively meet the demand of consumers returning to offline shopping, driving a 2.4% year-on-year increase in same store sales of offline retail shops, which was mainly due to the following reasons: (i) we continued to provide consumers with more value-added services by continuously upgrading new consumption scenarios or products such as “Box Project ( ʔ˟ ଷɿ )”, “WeChat Mall (۬and “JIANGNANBUYI+” multi-brand collection stores. We also continuously upgraded the store image of each brand in order to provide customers with more comfortable shopping experience;
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MANAGEMENT DISCUSSION AND ANALYSIS ؓ 21 江南布衣有限公司 二零二五╱二六年度報告 (ii) as a result of the upgrade and effective utilization of the inventory sharing and allocation system, the incremental retail sales generated by the system were RMB1,405.3 million for the Fiscal Year 2026, representing an increase of 23.6% as compared with RMB1,137.1 million for the Fiscal Year 2025; and (iii) we continued to leverage Internet+thinking ( ʝᑌၣ +ၪ) and artificial intelligence technologies to enrich consumer scenarios across the entire value chain, enabling refined customer management, precision marketing and personalized styling recommendations. This has significantly improved the sales efficiency of each store, thereby driving steady growth in comparable same store sales. MEMBERS/hyphen.caseRELATED DATA During the Fiscal Year 2026, the retail sales contributed by the members of the Group accounted for over 80% of our total retail sales. In the Fiscal Year 2026, the number of active members accounts of the Group (Note 1) (without duplication) was over 610,000 (Fiscal Year 2025: 560,000), which was higher than that in the Fiscal Year 2025. In the Fiscal Year 2026, the number of membership accounts with annual purchases totaling over RMB5,000 was over 360,000 (Fiscal Year 2025: over 330,000), and the retail sales contributed by those membership accounts reached RMB5.20 billion (Fiscal Year 2025: RMB4.86 billion), accounting for over 60% of the total retail sales from offline channels. The membership accounts with annual purchases totaling over RMB5,000 and their retail sales in the Fiscal Year 2026 were higher than that of the Fiscal Year 2025, mainly due to the results of the Group’s initiatives to continue to strengthen its member benefits and experience and refine its membership operation. Note 1: Active members accounts are membership accounts associated with at least two purchases for a period of any 180 consecutive days within the last 12 months. (ii) ʺॴձ ɛ͏࿆ 1,405.3ɛ͏࿆ 1,137.1 ϵ ຬʩɪʺ 23.6%iʿ (iii) ᘱᚃ༶͜ʝᑌၣ +ၪձɛʈ౽ঐҦஔΌᗡ༩ረঐ ࡈ ଟdආϾપਗ ֳቖਯf ᗫᅰኽ ཧਯᕘЦཧਯᐼᕘ གྷɞϓf ሪ˒ᅰ ൗ1གྷ 61ɚཧɚʞৌϋj56 d༰ɚཧɚʞৌϋʺf ᒅ൯ᐼᕘ൴ཀɛ͏࿆ 5,000ሪ ˒ᅰགྷ 36ɚཧɚʞৌϋjགྷ33 dՉऊ൬ཧਯᕘ ͵༺Ցɛ͏࿆ 52.0ᄂʩ ɚཧɚʞৌϋ j ɛ͏࿆48.6ᄂ ʩ d ্ᘠə൴ཀʬϓᇞɨಬ༸ཧਯᐼᕘfՉʕɚཧɚʬৌϋᒅ ൯ᐼᕘ൴ཀɛ͏࿆ 5,000ሪ˒ᅰʿՉऊ൬ཧਯᕘ༰ ᛆ f ൗ1j ཀ̘ 12˜ʫจஹᚃ 180˂ʫϞ 2ࡰ ሪ˒f
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MANAGEMENT DISCUSSION AND ANALYSIS ؓ 22 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ϗɝ dІ˸ ϵʱˢΐͪj dགྷ 30ٙJNBY ϗɝ༰ɚཧɚʞৌϋɪʺ 7.6%ɛ͏࿆ 227.7 ϵຬ ɚཧཧʞϋЇɚཧɓɓϋಂග ᄳe jnby by JNBY ձLESSϗɝ༰ ɚཧɚʞৌϋɪʺ 7.1%ܼPOMME DE TERREᇻ ৵ eJNBYHOMEeonmygame ʿB1OCKࡈ ɛ͏࿆ 477.5ࠠ 7.9%f REVENUE BY BRAND The following table sets forth a breakdown of our revenue by brand, each expressed as an absolute amount and as a percentage of our total revenue, for the years indicated: For the year ended June 30, ܓ 2026 2025 Increase/(decrease) ɚཧɚʬϋ ɚཧɚʞϋ ᄣ̋Ŋ ಯˇ RMB’000 RMB’000 RMB’000 ɛ͏࿆ɷʩ (%) ɛ͏࿆ɷʩ (%) ɛ͏࿆ɷʩ (%) Mature Brand:j JNBY JNBY 3,240,639 53.6 3,012,963 54.3 227,676 7.6 Subtotalࠇ3,240,639 53.6 3,012,963 54.3 227,676 7.6 Younger Brands:j CROQUIS ᄳ 711,792 11.8 720,022 13.0 (8,230) (1.1) jnby by JNBY jnby by JNBY 884,840 14.6 830,770 15.0 54,070 6.5 LESS LESS 731,476 12.1 623,325 11.2 108,151 17.4 Subtotalࠇ2,328,108 38.5 2,174,117 39.2 153,991 7.1 Emerging Brands:j Other brands 477,512 7.9 361,305 6.5 116,207 32.2 Subtotalࠇ477,512 7.9 361,305 6.5 116,207 32.2 Total revenue ᐼϗɝ 6,046,259 100.0 5,548,385 100.0 497,874 9.0 For the Fiscal Year 2026, revenue generated from the Group’s mature brand with a history of over 30 years, JNBY brand, increased by 7.6% or RMB227.7 million as compared to the Fiscal Year 2025. For younger brands portfolio, it consists of brands which were successively launched from 2005 to 2011, namely CROQUIS, jnby by JNBY and LESS. Revenue generated from younger brands portfolio increased by 7.1% as compared to the Fiscal Year 2025. For emerging brands portfolio, it consists of various new brands, such as POMME DE TERRE ( ᇻ৵ ), JNBYHOME, onmygame and B1OCK. Revenue generated from emerging brands portfolio amounted to RMB477.5 million, representing 7.9% of the total revenue.
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MANAGEMENT DISCUSSION AND ANALYSIS ؓ 23 江南布衣有限公司 二零二五╱二六年度報告 ϗɝ ˸ʿᇞɪ ቖਯಬ ᕘʿЦᐼϗɝϵʱˢΐ ͪj ൗj (1) ਠ⧕f ɚཧɚʞৌϋdɚཧɚʬৌϋீཀᇞɪʿᇞɨቖਯ ڗ 5.8%ڗ20.5%f ϗɝ ܲ ᕘʿЦᐼϗɝϵʱˢΐͪj ൗj (1) ၾήਜf REVENUE BY SALES CHANNELS We sell our products through an extensive network of offline retail stores (consisting of self-operated stores and distributor-operated stores) and online channels. The following table sets out a breakdown of our revenue by sales channels, each expressed as an absolute amount and as a percentage of our total revenue, for the years indicated: For the year ended June 30, ܓ 2026 2025 Increase ɚཧɚʬϋ ɚཧɚʞϋ ᄣ̋ RMB’000 RMB’000 RMB’000 ɛ͏࿆ɷʩ (%) ɛ͏࿆ɷʩ (%) ɛ͏࿆ɷʩ (%) Offline channels ᇞɨಬ༸ Self-operated storesֳ2,299,413 38.0 2,077,757 37.4 221,656 10.7 Distributor-operated stores (1)ֳ1) 2,298,509 38.0 2,269,035 40.9 29,474 1.3 Online channels ᇞɪಬ༸ 1,448,337 24.0 1,201,593 21.7 246,744 20.5 Total revenue ᐼϗɝ 6,046,259 100.0 5,548,385 100.0 497,874 9.0 Note: (1) Includes stores operated by overseas customers. In the Fiscal Year 2026, revenue generated through both our online and offline channels increased as compared with that in the Fiscal Year 2025, of which revenue generated through our offline channels increased by 5.8% and revenue generated through our online channels increased by 20.5%. REVENUE BY GEOGRAPHICAL DISTRIBUTION The following table sets forth a breakdown of our revenue by geographical distribution, each expressed as an absolute amount and as a percentage of our total revenue, for the years indicated: For the year ended June 30, ܓ 2026 2025 Increase ɚཧɚʬϋ ɚཧɚʞϋ ᄣ̋ RMB’000 RMB’000 RMB’000 ɛ͏࿆ɷʩ (%) ɛ͏࿆ɷʩ (%) ɛ͏࿆ɷʩ (%) Mainland China ʕʫή 6,011,764 99.4 5,514,785 99.4 496,979 9.0 Outside Mainland China (1)ʕʫή (1) 34,495 0.6 33,600 0.6 895 2.7 Total revenue ᐼϗɝ 6,046,259 100.0 5,548,385 100.0 497,874 9.0 Note: (1) Hong Kong China, Taiwan China region and other overseas countries and regions.
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MANAGEMENT DISCUSSION AND ANALYSIS ؓ 24 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ˣлձˣлଟ ɛ͏࿆ 3,638.9ڗ ɛ͏࿆ 4,029.7ڗ10.7%d˴ f ٙ65.6% ɪʺЇɚཧɚʬ ٙ66.6%f ˣлʿˣл j GROSS PROFIT AND GROSS PROFIT MARGIN The Group’s gross profit increased by 10.7% from RMB3,638.9 million for the Fiscal Year 2025 to RMB4,029.7 million for the Fiscal Year 2026, which was mainly attributable to the increase in revenue. The Group’s overall gross profit margin increased from 65.6% for the Fiscal Year 2025 to 66.6% for the Fiscal Year 2026. The following table sets forth a breakdown of our gross profit and gross profit margin of products by each brand and each sales channel: For the year ended June 30, ܓ 2026 2025 Increase ɚཧɚʬϋ ɚཧɚʞϋ ᄣ̋ RMB’000 RMB’000 RMB’000 ɛ͏࿆ɷʩ (%) ɛ͏࿆ɷʩ (%) ɛ͏࿆ɷʩ (%) Mature Brand: : JNBY JNBY 2,264,443 69.9 2,065,499 68.6 198,944 9.6 Subtotalࠇ2,264,443 69.9 2,065,499 68.6 198,944 9.6 Younger Brands: : CROQUIS ᄳ 481,325 67.6 476,312 66.2 5,013 1.1 jnby by JNBY jnby by JNBY 537,554 60.8 480,900 57.9 56,654 11.8 LESS LESS 513,149 70.2 430,300 69.0 82,849 19.3 Subtotalࠇ1,532,028 65.8 1,387,512 63.8 144,516 10.4 Emerging Brands: : Other brands 233,199 48.8 185,930 51.5 47,269 25.4 Subtotalࠇ233,199 48.8 185,930 51.5 47,269 25.4 Totalࠇ4,029,670 66.6 3,638,941 65.6 390,729 10.7 For the year ended June 30, ܓ 2026 2025 Increase ɚཧɚʬϋ ɚཧɚʞϋ ᄣ̋ RMB’000 RMB’000 RMB’000 ɛ͏࿆ɷʩ (%) ɛ͏࿆ɷʩ (%) ɛ͏࿆ɷʩ (%) Offline channels ᇞɨಬ༸ Self-operated storesֳ1,682,576 73.2 1,535,042 73.9 147,534 9.6 Distributor-operated storesֳ1,385,447 60.3 1,334,518 58.8 50,929 3.8 Online channels ᇞɪಬ༸ 961,647 66.4 769,381 64.0 192,266 25.0 Totalࠇ4,029,670 66.6 3,638,941 65.6 390,729 10.7
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MANAGEMENT DISCUSSION AND ANALYSIS ؓ 25 江南布衣有限公司 二零二五╱二六年度報告 ක˕ ɛ͏࿆ 2,177.3 ϵຬʩ ɚ ཧɚʞৌϋjɛ͏࿆ 1,977.1ܼj(i)પ ᄿʿᐄቖක˕i (ii)௶ਗɢ̮̍ක˕i (iii) ұᔚʿᛅቖiʿ (iv) dɚ މ36.0%ɚཧ ɚʞৌϋj 35.6%ˢd൬͜ଟɪʺd ಬ༸ϗɝഐᜊʷ੭Ը൬͜ଟɪʺfɚཧɚʬৌ ɛ͏࿆ 648.2 ϵຬʩ ɚཧɚʞৌϋjɛ͏࿆ 529.9ܼj(i)၅лක˕i (ii)ұᔚ ʿᛅቖiʿ (iii)ژ ɛ͏࿆ 243.0 ϵຬʩ ɚཧɚʞৌϋjɛ͏ ࿆201.3ක˕Ц މ10.7%ɚཧɚʞৌϋj 9.6%f ৌਕϗूଋᕘ ɛ͏࿆ 21.9ϵຬ ʩ ɚཧɚʞৌϋjɛ͏࿆22.5ϵຬʩ f ॱлʿॱлଟ ɛ͏࿆ 997.0 ϵຬ ɛ͏࿆ 897.5ڗ11.1%ɛ ͏࿆99.5ٙ16.2%Їɚ ٙ16.5%f ༟͉ක˕ ג d˸ʿɺή ಛධfɚཧɚʬৌϋd͉ ණྠٙ ɛ͏࿆ 202.1 ϵຬʩ ɚཧɚʞৌϋ j ɛ͏࿆ 457.7 ϵຬʩ f лᆗ ɛ͏࿆ 1,218.2 ɛ͏࿆ 1,354.7މ 11.2%f SELLING AND MARKETING EXPENSES AND ADMINISTRATIVE EXPENSES In the Fiscal Year 2026, selling and marketing expenses were RMB2,177.3 million (Fiscal Year 2025: RMB1,977.1 million), which primarily consist of: (i) promotion and marketing expenses; (ii) workforce contracting expenses; (iii) depreciation and amortisation; and (iv) expenses relating to short-term leases and variable lease payments. In terms of percentage, the selling and marketing expenses accounted for 36.0% of our total revenue in the Fiscal Year 2026 (Fiscal Year 2025: 35.6%). The increase in the expense ratio as compared to the Fiscal Year 2025 was mainly attributable to the increase in the expense ratio arising from the changes in the channel revenue mix. The administrative expenses for the Fiscal Year 2026 were RMB648.2 million (Fiscal Year 2025: RMB529.9 million), which primarily consist of: (i) employee benefit expenses; (ii) depreciation and amortisation; and (iii) workforce contracting expenses. In particular, the expenses incurred by the product design and research and development department amounted to RMB243.0 million (Fiscal Year 2025: RMB201.3 million). In terms of percentage, administrative expenses accounted for 10.7% of our revenue in the Fiscal Year 2026 (Fiscal Year 2025: 9.6%). FINANCE INCOME, NET The Group’s finance income, net for the Fiscal Year 2026 was RMB21.9 million (Fiscal Year 2025: RMB22.5 million). NET PROFIT AND NET PROFIT MARGIN Due to the above-mentioned factors, net profit for the Fiscal Year 2026 was RMB997.0 million, representing an increase of 11.1% or RMB99.5 million as compared with RMB897.5 million for the Fiscal Year 2025. Net profit margin increased from 16.2% for the Fiscal Year 2025 to 16.5% for the Fiscal Year 2026. CAPITAL EXPENDITURE The Group’s capital expenditure mainly consists of payments for acquisition of subsidiaries, property, plant and equipment, intangible assets, decoration of office building and our self-operated stores, and bidding for land use rights. The Group’s capital expenditure for the Fiscal Year 2026 was RMB202.1 million (Fiscal Year 2025: RMB457.7 million). PROFIT BEFORE INCOME TAX The Group’s profit before income tax increased by 11.2% from RMB1,218.2 million for the Fiscal Year 2025 to RMB1,354.7 million for the Fiscal Year 2026.
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MANAGEMENT DISCUSSION AND ANALYSIS ؓ 26 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT رً ვ f މي ɛ͏࿆ 519.4 ϵຬʩ ɚཧɚʞϋʬ˜ɧɤ˚jɛ͏࿆ 262.7 ϵຬʩ d Չʕ90.4%d 5.2%d 3.9%ʿ 0.5%fɚཧɚʬৌϋd ɛ͏࿆ 1,432.9 ϵຬʩd༰ ɛ͏࿆ 1,133.0 ϵຬʩɪʺ 26.5%f ɛ͏࿆ 249.3 ϵຬʩdу (i)ਠვБ ɝಂ൲ಛɛ͏࿆ 50.0ϵຬʩdϋлଟ 1.00%i(ii)ࡁ ɝಂ൲ಛɛ͏࿆ 49.9 ϵຬʩdϋлଟ 0.85%i(iii)ɚཧɚʬϋʞ˜ɤɚ˚ ɝಂ൲ಛɛ͏࿆ 49.8 ϵຬʩ d ϋлଟ 0.89%i(iv)࠾ ɝಂ൲ಛɛ͏࿆ 24.9ϵຬʩdϋлଟ 1.00%i(v)ɚ ɝಂ൲ಛɛ͏࿆ 24.9ϵ ຬʩdϋлଟ 0.70%iʿ(vi)ɚཧɚʬϋʬ˜ɤɖ˚ ɝಂ൲ಛɛ͏࿆ 49.8 ϵຬʩ d ϋлଟ 0.71%f ɽҳ༟ԫධ ۜ ψ ʮ̡ ᅆၳɛ͏࿆ 10,000,000ႩᒅԫධԨʔ f ʮ̡ ུɛ͏࿆ 50,000,000ႩᒅԫධԨʔ f ɛ͏࿆ 5,000,000ႩᒅԫධԨʔ f FINANCIAL POSITION The Group generally finances its operations with internally generated cash flows and banking facilities provided by the banks. As at June 30, 2026, the Group’s cash and cash equivalents were RMB519.4 million (June 30, 2025: RMB262.7 million), of which 90.4% was denominated in Renminbi, 5.2% in U.S. dollars, 3.9% in Hong Kong dollars and 0.5% in other currencies. Net cash inflow from operating activities in the Fiscal Year 2026 was RMB1,432.9 million, an increase of 26.5% as compared with RMB1,133.0 million in the Fiscal Year 2025. As at June 30, 2026, our short-term bank loans amounted to RMB249.3 million, which include (i) the short-term loan of RMB50.0 million we borrowed from China Merchants Bank on February 6, 2026 with an annual interest rate of 1.00%; (ii) the short-term loan of RMB49.9 million we borrowed from Agricultural Bank on April 17, 2026 with an annual interest rate of 0.85%; (iii) the short-term loan of RMB49.8 million we borrowed from China Merchants Bank on May 12, 2026 with an annual interest rate of 0.89%; (iv) the short-term loan of RMB24.9 million we borrowed from China Merchants Bank on May 29, 2026 with an annual interest rate of 1.00%; (v) the short-term loan of RMB24.9 million we borrowed from China Merchants Bank on June 1, 2026 with an annual interest rate of 0.70%; and (vi) the short-term loan of RMB49.8 million we borrowed from Industrial and Commercial Bank on June 17, 2026 with an annual interest rate of 0.71%. SIGNIFICANT INVESTMENT EVENTS Subscription of Financial Products On September 24, 2025, Hangzhou Huiju Brand Management Co., Ltd. (“ Huiju”), a non-wholly-owned subsidiary of the Company, subscribed for the short-term financial products of the Bank of Hangzhou with a principal of RMB10,000,000. The subscription mentioned above did not constitute a notifiable transaction of the Company. On November 14, 2025, JNBY Finery Co., Ltd. (“ JNBY Finery ”), a subsidiary of the Company, subscribed for the short-term financial products of the Bank of Hangzhou with a principal of RMB50,000,000. The subscription mentioned above did not constitute a notifiable transaction of the Company. On December 8, 2025, Huiju subscribed for the short-term financial products of the Bank of Hangzhou with a principal of RMB5,000,000. The subscription mentioned above did not constitute a notifiable transaction of the Company.
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MANAGEMENT DISCUSSION AND ANALYSIS ؓ 27 江南布衣有限公司 二零二五╱二六年度報告 ɛ͏࿆ 5,000,000ႩᒅԫධԨʔ f ɛ ͏࿆20,000,000Ⴉᒅԫධ f ψᑌϓശ ʮ̡ ᑌϓശՙɛ͏࿆ 20,000,000ႩᒅԫධԨʔϓ f ɛ͏࿆ 5,000,000ႩᒅԫධԨʔ f ɛ͏࿆ 20,000,000ႩᒅԫධԨʔ f މ ɛ͏࿆30,000,000Ⴉᒅԫ f ɛ ͏࿆50,000,000Ⴉᒅԫධ f ږ ࠇ ɛ͏࿆ 12,000,000ɛ͏࿆ 30,000,000fɚཧɚʬϋʬ˜ɧɤ˚d Ъ̈༟͉Զಛɛ͏࿆ 22,500,000 f ᎈ ѩ˸ɛ͏࿆ഐ ɽd˲ ᎈf On December 31, 2025, Huiju subscribed for the short-term financial products of the Bank of Hangzhou with a principal of RMB5,000,000. The subscription mentioned above did not constitute a notifiable transaction of the Company. On January 14, 2026, JNBY Finery subscribed for the short-term financial products of the Bank of Hangzhou with a principal of RMB20,000,000. The subscription mentioned above did not constitute a notifiable transaction of the Company. On January 23, 2026, Hangzhou Liancheng Huazhuo Industrial Co., Ltd. (“ Liancheng Huazhuo”), a subsidiary of the Company, subscribed for the financial products of the Bank of Ningbo with a principal of RMB20,000,000. The subscription mentioned above did not constitute a notifiable transaction of the Company. On March 16, 2026, Huiju subscribed for the short-term financial products of the Bank of Hangzhou with a principal of RMB5,000,000. The subscription mentioned above did not constitute a notifiable transaction of the Company. On May 15, 2026, Liancheng Huazhuo subscribed for the short-term financial products of the Bank of Ningbo with a principal of RMB20,000,000. The subscription mentioned above did not constitute a notifiable transaction of the Company. On May 22, 2026, JNBY Finery subscribed for the short-term financial products of the Bank of Hangzhou with a principal of RMB30,000,000. The subscription mentioned above did not constitute a notifiable transaction of the Company. On June 15, 2026, JNBY Finery subscribed for the short-term financial products of Industrial and Commercial Bank with a principal of RMB50,000,000. The subscription mentioned above did not constitute a notifiable transaction of the Company. INVESTMENT FUNDS In the Fiscal Year 2026, the Group made total capital contributions of RMB12,000,000 to subscribe for a venture capital fund as a limited partner with a total capital commitment of RMB30,000,000. As at June 30, 2026, the Group made capital contributions of RMB22,500,000 to this venture capital fund. The subscription mentioned above did not constitute a notifiable transaction of the Company. EXPOSURE TO FLUCTUATIONS IN EXCHANGE RATES The Group operated mainly in the PRC with most of its transactions settled in RMB. As a result, the Board considered that the Group’s exposure to the fluctuations of the exchange rate was insignificant and did not resort to any financial instrument to hedge the currency risks.
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MANAGEMENT DISCUSSION AND ANALYSIS ؓ 28 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ɛɢ༟๕ ٙ1,777 ɛ ɚཧɚʞϋʬ˜ɧɤ˚j 1,719ʈᐼ e ɛ͏࿆ 699.6 ϵຬʩ ɚཧɚʞৌϋjɛ͏࿆ 539.3ٙ11.6%ɚ ཧɚʞৌϋj 9.7%f ץת ൲f ව වf ྌ ᙮ʮ̡ᅆऌ ʮུ̡ ᅺϓ̌ᙊ ɺή ή෯ᇜ XH120405–20ߒ 203,308Ꮇʿ ɚཧɚʬϋ̬˜ɤɖ ٙ ߒ37%ጐ 75,401ʈΥΝfϗᒅʿක ගd ͉ණྠᐄ ணʈତ͍ආБʕdཫ f ணd ༟͉ක˕ਗ਼ᅰ˸Չʫ༟๕ᅡ ˹f ̮d͉జѓ˚ಂdɽ ྌf HUMAN RESOURCES The number of the Group’s employees increased to 1,777 as at June 30, 2026 (June 30, 2025: 1,719). The total staff costs for the Fiscal Year 2026 (including salaries, bonus, social security insurance contribution, housing fund, share-based compensation and other welfares) were RMB699.6 million (Fiscal Year 2025: RMB539.3 million), representing 11.6% of our revenue (Fiscal Year 2025: 9.7%). PLEDGE OF ASSETS As at June 30, 2026, the Group did not have any secured bank borrowings. CONTINGENT LIABILITIES As at June 30, 2026, the Group did not have any material contingent liabilities. FUTURE PLANS FOR MATERIAL INVESTMENTS OR CAPITAL ASSETS On July 11, 2025, Huipu Apparel (Hangzhou) Co., Ltd.* (ʮ̡) (“Huipu Apparel ”), an indirect wholly-owned subsidiary of the Company, successfully won the bid in respect of the acquisition of the land use rights of the site situated in Shuangpu, Xihu District, Hangzhou City, the PRC (plot number XH120405 –20) through public tender. The land has a total site area of approximately 203,308 square meters and is intended to construct a new modern park integrating digital research and development and intelligent warehousing and corporate culture center. On April 17, 2026, Huipu Apparel entered into a construction contract with Zhejiang Construction Engineering Group Co., Ltd.* ( एϪ பʮ̡ ) in respect of the construction works on approximately 37% of the land, with a site area of 75,401 square meters. The acquisition and development of the land allow the Group to accommodate its growth by providing sufficient space for the new modern park, and its proximity to the Group’s existing headquarters provides the necessary synergy for the Group’s operation and development. The construction works are currently in progress and are expected to be completed by the end of 2028, subject to the actual progress of the project. The Group intends to continue its material investment in and construction of the new modern park and expects the capital expenditure to be incurred in connection with the project during the coming year to be funded entirely from its internal resources. Save as disclosed above, the Group does not have other plans for material investments and capital assets as at the date of this report.
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MANAGEMENT DISCUSSION AND ANALYSIS ؓ 29 江南布衣有限公司 二零二五╱二六年度報告 ɽ ϗᒅʿ̈ਯ ɚཧɚʬ ৌϋ᙮ʮ̡eᑌᐄʮ̡ʿΥᐄ ɽϗᒅʿ̈ਯf ԫධ ٰ1.06ಥ ɛ͏࿆0.93ٰ0.75 ɛ͏࿆ 0.66d͟ ؇ٰ ϋɽึ ϋɽึৌਕజ f ԫධ̮dІɚཧɚʬϋʬ˜ɧɤ˚ৎЇɚཧɚʬ ˚ʘಂගd͉ණྠ ɽԫධf ૐ ڭ ݁ ਗቤᐗ ː d ሯeՈ௪৷ ऊ൬จᗴf ऊ൬ᒈැd͉ɺ Їყႀ ̨ۜݺ d ̘ᅺᜀʷ ၾ ᎑ ʷၾ eʈᖵeሯช˸ʿ ۜ eːଣᐕ ฏ˸ʿయԮ᜕̈əһ Ӌf MATERIAL ACQUISITIONS AND DISPOSALS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES During the Fiscal Year 2026, the Group did not have any material acquisitions and disposals of subsidiaries, associates and joint ventures. EVENTS AFTER THE BALANCE SHEET DATE A final dividend of HK$1.06 (equivalent to approximately RMB0.93) per ordinary share and a special dividend of HK$0.75 per ordinary share (equivalent to approximately RMB0.66 per ordinary share) in respect of the year ended June 30, 2026 have been proposed by the Board and are to be approved at the annual general meeting of the Company (the “ AGM”) to be held on October 2, 2026. The financial statements set out in this report do not reflect this dividend payable. Except for the events as described above, the Group has no significant events during the period from June 30, 2026 to the approval date of the consolidated financial statements by the Board on September 9, 2026. OUTLOOK Despite the complex international and domestic economic and trade landscapes at present, China’s economy has generally maintained stable operations and structural recovery. With continuous deepening and precise implementation of the national policies to expand domestic demand and promote consumption, the consumer market has gradually moved from the previous volatility and turbulence to a rational bottoming out and a moderate recovery. We have observed that consumer confidence has stabilized, but they are demonstrating significant precision and rationality in their spending decisions. They are exercising greater caution regarding non-essential consumption, while showing a stronger willingness to spend on products that genuinely enhance their quality of life and offer high-quality assurance. China’s apparel market continues to show diversified and structured consumption trends. Domestic brands continued to expand their influence on the domestic and even international markets, while the consumer group seeking a refined lifestyle and unique aesthetic is constantly growing. The concepts of “de-branding” and “quiet luxury” have become deeply ingrained in the public consciousness. Consumers’ demands for products are not only reflected in the concepts of personalization and sustainability, but also place greater emphasis on high-quality fabrics, craftsmanship, the texture of tailoring as well as the balance between practicality and aesthetics. While pursuing material consumption, consumers are placing higher demands on the emotional value, psychological comfort and premium experience that brands can provide.
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MANAGEMENT DISCUSSION AND ANALYSIS ؓ 30 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ʱ̹ఙ Kʱʷ ၾΣ᎘ ᒈැ ൳ن ۜ dऊ൬ఙ ෧fᇞɪᅰ οʷၾ ɛʈ̋ dΌಬ༸ፄΥආɓ ሯeଉ ਕ᜕d˸တԑऊ൬ ሯ௴อၾ̙ f εʩʷ ࿁͊Ըʥ್̂ ਿᓾɪᘱᚃቩոʿᓒ ήЗd ˙ό͛࿒ j • ۜࢪࠇ ೯ঐɢdΌ ̺В ४കi • ၪձɛʈ౽ঐҦஔdආɓӉᄣ੶ ⧕ൖᙂʿҖ ଫҳɝdጐб҅อཧਯಬ༸ձอጳऊ ൬ఙ౻dᎴʷΌਹʝਗᐄቖ̨̻ձ౽ঐҞˀԶᏐᗡ ͭΥଣᅼ ༶ᐄঐɢi • ࣨމ ४ക௴ிʿԶ ணd˸ʺεʩʷΌਹཧ ४ക᜕i The trend of “K-shaped divergence” and concentration towards the top brands in the segmented market where mid-to-high-end and designer brands operate is becoming increasingly prominent. With overall slowdown and intensified competition in the apparel industry, resources and market share are rapidly shifting toward leading brands with strong product capabilities, clear brand mindset and robust supply chain capabilities. Meanwhile, consumer scenarios are rapidly evolving toward “immersive experience” and “intelligent omnichannel”. With online digitalization and artificial intelligence access and refined operation, offline physical stores are accelerating their transformation into “brand cultural spaces” and “experience centers”, further improving omnichannel integration. This trend is driving designer brands to continuously refine product quality, deepen their brand cultural connotations and constantly upgrade the full-touchpoint service experience to meet consumers’ growing demand for quality experience, thereby driving the industry toward high-quality innovation and sustainable development. As an influential designer brand fashion group in China as well as benefiting from the diversified designer brand portfolio and sound operational management, we remain confident about our future. Based on sufficient cash flow, we continue to strengthen and enhance our position as an influential designer brand fashion group based in China, and we are committed to pursuing the following strategies thus to nurture the “ JNBY” lifestyle ecosystem we promote: • to continue to attract and cultivate new “ JNBY” fans through further optimizing designer brand portfolio and product offerings by way of self-incubation or mergers, through continuous enhancement of forward-looking design and research and development capabilities as well as through comprehensive strengthening of brand influence; • to continue to adopt internet thinking and artificial intelligence technology to further enhance our various domestic and foreign retail networks, continue to invest strategically in store visual merchandising and image development, actively plan new retail channels and emerging consumption scenarios, in order to optimize our omnichannel interactive marketing platform and intelligent quick response supply chain management capability, as well as being capable to establish an appropriately scaled operation in each sub- segment; • to enhance fans’ experience in diversified omnichannel retail network by adhering to the strategy with data as the driver, technology as the carrier and fans economy as the core, encouraging operational innovation, constantly creating and providing scenarios for value-added services and customer touchpoints to our fans;
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MANAGEMENT DISCUSSION AND ANALYSIS ؓ 31 江南布衣有限公司 二零二五╱二六年度報告 • ΆุԴնdዓͭ౸ eઞ॰௴อe ʈಃഹΝ ɛ iʿ • ESGݖط dપ ਗ ESG ྼስ d ԨӉྼତ 3050ו f • to uphold the corporate mission of “Better Design, Better Life”, establish core values of “Be Reliable, Embrace Diversity and Inclusion, Explore and Innovate, Effectively Implement, Keep Growing”, lead both the Company and its employees toward the shared goal of building a centennial brand, while attracting like-minded talents to join the Company in creating sustainable value for society together; and • to establish a corporate governance structure integrated with environmental, social and governance (“ ESG”) to facilitate the implementation of ESG practices and gradually fulfill the “3050 carbon neutrality” commitment, thus ensuring the sustainable, healthy and high-quality development of the Company’s business in a long run.
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DIRECTORS AND SENIOR MANAGEMENT ԫʿ৷ॴ၍ଣᄴ 32 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT DIRECTORS AND SENIOR MANAGEMENT ԫʿ৷ॴ၍ଣᄴ DIRECTORS The Board currently consists of 8 Directors, comprising 3 executive Directors, 1 non-executive Director and 4 independent non-executive Directors. EXECUTIVE DIRECTORS Mr. Wu Jian ( ю), born in 1968, a Chinese (Hong Kong) national, is the co-founder of our Group and an executive Director and the Chairman of our Company. Mr. Wu is primarily responsible for formulating the overall development strategies and overseeing the operation of our Group. Since late 1994, Mr. Wu has been devoted to retailing of Ms. Li Lin’s apparel designs and the establishment and development of our Group. With over 30 years of experience in business operation in the apparel industry, Mr. Wu has been the key driver of our business strategies and achievements to date and will continue to oversee the management of our operations and business. Mr. Wu graduated from Zhejiang University ( एϪɽኪ ) with a bachelor’s degree in refrigeration equipment and cryogenic technology in July 1990. He obtained an Executive Master of Business Administration from Business School of City University of Hong Kong at the end of 2017. Mr. Wu is the husband of Ms. Li Lin, our executive Director and chief creative officer, and brother of Ms. Wu Liwen, a consultant of production and purchasing center of our Group. Ms. Li Lin ( ҽ) , born in 1970, a Chinese (Hong Kong) national, is the co-founder of our Group and an executive Director and chief creative officer of our Group. With over 30 years of experience in apparel design and retailing business, Ms. Li is primarily responsible for the design and innovation of our apparel business. In late 1994, Ms. Li began selling womenswear in Hangzhou, and gradually created and developed her own designs. Ms. Li and Mr. Wu opened their first retail store offering Ms. Li’s own designs in 1996, and established Hangzhou JNBY Finery Co., Ltd. (“ Hangzhou JNBY ”) in 1997. Ms. Li has served as a member of the Tate International Council of the United Kingdom since May 2024, and has been listed among the Artnews Top Collector 200 every year since 2016. Ms. Li graduated from Zhejiang University ( एϪɽኪ ) with a bachelor’s degree in chemistry in July 1992. Ms. Li is the wife of Mr. Wu Jian, the Chairman of our Group and executive Director. Ms. Wu Huating ( юശణ) , born in 1974, is the chief executive officer of the Company and an executive Director. Ms. Wu is primarily responsible for the Group’s overall strategy development, business planning and development. Ms. Wu has over 20 years of experience in the operation, management and investment of retail and Internet industries. She was a partner of Vision Knight Capital General Partners Ltd., a private equity investment fund, from 2011 to 2018. Prior to joining Vision Knight Capital General Partners Ltd., Ms. Wu had been employed by Alibaba (China) Network Technology Co., Ltd. and served as senior director since 2006. She was mainly responsible for company brand, business marketing operations as well as marketing channel management, operation and optimization of Internet online marketing. In addition, she served as director of market development for UTStarcom Holdings Corp. from 2002 to 2006. She was also the product manager of Hangzhou Tingyi International Food Co., Ltd. under Ting Hsin International Group from 1998 to the end of 2001. ԫ ڢ ੂБԫf ੂБԫ ю͛ dɓɘʬɞ ϋ̈͛dʕ (ಥ) ͉ණ ৎd ͭၾ೯ ༀБุኹϞགྷ 30ϋุਕᐄ༶᜕d dԨਗ਼ᘱᚃ္ ၍ଣf ϞኪɻኪЗd ̹ɽ ੂБԫ ɩ˃dձ͉ණྠ͛ପʿમᒅʕː ҔҔf ҽɾɻ dɓɘɖཧٙ fҽɾɻ ၾཧਯุਕϞགྷ 30ࡁ fҽɾɻ ගཧ ʮ̡ ̺В f ஔყଣ ԫ ึ(Tate International Council)ࡰiІɚཧɓʬϋЇʦd ӊϋɪ Artnews Top Collector 200ɓɘɘɚ ͉ ֈɿf юശణɾɻ dɓɘɖ̬ϋ̈͛ᐼʿੂ d Ϟགྷ 20༶ᐄe၍ଣʿҳ༟᜕f ږVision Knight Capital General Partners Ltd.̋ɝ Vision Knight Capital General Partners Ltd.dюɾɻІ ʮ̡d eุਕᐄቖ༶ᐄʿʝ ɚཧ ዄ UT̹ อ ଣf
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DIRECTORS AND SENIOR MANAGEMENT ԫʿ৷ॴ၍ଣᄴ 33 江南布衣有限公司 二零二五╱二六年度報告 Ϟዚʈኪኪ ධͦ၍ଣ ึ (PMI)ٙProject Management Professional (PMP) ਖ਼ุႩᗇʿʕᗇՎҳ༟ Ⴉᗇf ੂБԫ ͛ dɓɘɖཧϋ̈͛ dɚཧɓɧϋʬ˜ɚɤ̬˚̋ பఱ͉ණ ҳ༟ʿᐄ༶၍ ଣኹϞ གྷ20ɓɘɘʞ ৌਕፔ༔ʮ̡ ତ᙮ᖯ ҳ ਓ ɚཧཧɚϋЇɚཧཧʬϋ ʿᚥਪ ɚཧཧɖϋЇɚ ၯᔮ fሊ Ԣˋˋණྠdɚཧཧʬϋɤɓ˜Їɚཧཧɖϋ ɓ˜ዄ B2Bԫุ৷ॴਓᐼdɚཧཧɖϋɚ˜Їɚཧ މB2BԢˋˋණྠੂБਓᐼ ಥ ʮ̡ הჯB2Bཥɿਠ ΅˾j 01688ɚཧɓཧϋᐏ FinanceAsiaІɚ ږVision Knight Capital General Partners Ltd.ԫf ה ΅˾j 00008ዹ ɚཧɓɧϋɤ˜Їɚཧɓʞϋɤɓ ɪ̹ʮ̡ 500.com Limited΅˾ jWBAIɚཧɓʞϋ̬˜Їɚཧɚཧϋ ණྠϞ ΅˾j01538ੂБԫfሊ͛͟ɚཧ ɪ̹ʮ̡ ΅ ˾j02098ɚཧɓʬϋ̬˜Їɚཧɓɖ ɚཧɚɚϋ ɪ̹ʮ ̡Polestar Automotive Holding UK PLCୃ˾ j PSNYੂБԫɚཧɚɚϋɚ˜Їɚཧɚʞϋ ʬ˜ ̈ɪ̹ʮ̡ Vision Deal HK Acquisition Corp.΅˾ j07827ੂБ ԫf Ms. Wu graduated from Zhejiang University in 1997 with a bachelor’s degree in mechanical engineering. She holds the professional certificate in Project Management Professional (PMP) issued by Project Management Institute (PMI) and the qualification certificate of Asset Management Association of China. NON/hyphen.caseEXECUTIVE DIRECTOR Mr. Wei Zhe (ࡪ), born in 1970, joined our Group on June 24, 2013 when he was appointed as a non-executive Director. He is mainly responsible for providing strategic advice on the business development of our Group. Mr. Wei has over 20 years of experience in both investment and operational management in the PRC. Prior to joining our Group, Mr. Wei served as corporate finance manager at Coopers & Lybrand (now part of PricewaterhouseCoopers) from 1995 to 1998, and as general manager of the headquarter of investment banking at Orient Securities Company Limited from 1998 to 2000. Mr. Wei was a vice chairman, from 2002 to 2006, and a consultant, from 2007 to 2011, of China Chain Store & Franchise Association ( ʕஹᕁᐄึ ). From 2003 to 2006, Mr. Wei was also the chief representative for Kingfisher’s China sourcing office, Kingfisher Asia Ltd. Mr. Wei joined Alibaba Group and served as senior vice president of the B2B Division from November 2006 to January 2007, and president of the B2B Division and executive vice-president of Alibaba Group, from February 2007 to February 2011. He was the chief executive officer of Alibaba.com Limited, a leading worldwide B2B e-commerce company once listed on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) (stock code: 01688 and delisted in June 2012) from October 2007 to February 2011. He was voted as one of “China’s Best CEOs” by FinanceAsia magazine in 2010. He has been serving as a director of Vision Knight Capital General Partners Ltd., a private equity investment fund since June 2011. Prior to this, he was an independent non-executive director of PCCW Limited, a company listed on the Main Board of the Stock Exchange (stock code: 00008) from November 2011 to May 2012. Mr. Wei served as an independent director of 500.com Limited, a company listed on the New York Stock Exchange (stock code: WBAI) from October 2013 to November 2015. Mr. Wei also served as a non-executive director in Zhong Ao Home Group Limited, a company listed on the Main Board of the Stock Exchange (stock code: 01538) from April 2015 to June 2020. Mr. Wei was an executive director of Zall Smart Commerce Group Ltd. (formerly known as Zall Development Group Ltd.), a company listed on the Main Board of the Stock Exchange (stock code: 02098) from June 2017 to January 2023, he was an independent non-executive director of such company from April 2016 to June 2017. He was also a non-executive director of Polestar Automotive Holding UK PLC, a company listed on the NASDAQ Stock Market (stock code: PSNY) from June 2022 to June 2025 and an executive director of Vision Deal HK Acquisition Corp., a company listed on the Main Board of the Stock Exchange (stock code: 07827 and delisted in June 2025) from February 2022 to June 2025.
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DIRECTORS AND SENIOR MANAGEMENT ԫʿ৷ॴ၍ଣᄴ 34 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ɪ̹ʮ ΅˾j00008ੂБԫiІ ɪ̹ʮ໋̡ ٰୃ˾ᇁj688289ٙዹͭ ɪ̹ʮ̡ϵ௷ʕ ΅˾j09987ੂБԫiʿ ɪ̹ʮ̡ 卫䖇ߕ ΅˾j 09985ੂБԫf Ϟყ ʈਠ၍ଣ၂ɻΆุፄ༟ցගሙf ੂБԫ ͛ dɓɘɖʬϋ̈͛ࠅ ᙄʿкᓙd˸ʿ္ຖ͉ණྠᐄ༶f ዹ Ҧ ΅˾j 09886ʮ f ɪ ΅˾j 00195၈л ɚཧ ɪ̹ʮ̡˂ ΅˾j 01980ੂБ ͛̈ ɪ̹ʮ̡ᅰο΅˾ j03708ڢ ͛ ΅˾j 01538ɚཧɓʞϋɤɓ˜Їɚཧɚཧϋ Ϟ ΅˾j01452ɚཧɓʬ ɪ̹ʮ ΅˾j 00389ዹͭ ΅˾j 00108ࣨ ה ΅˾ j01497 ΅ ˾j02593ੂБԫdІ༈ʮ̡ɪ̹˚ಂ уɚ ؍ ʮ̡ ΅˾j06681ੂБԫdІ༈ʮ̡ɪ̹˚ಂ f Currently, Mr. Wei has been serving as a non-executive director of PCCW Limited, a company listed on the Main Board of the Stock Exchange (stock code: 00008) since May 2012; a non-independent director of Sansure Biotech Inc., a company listed on the STAR Market of the Shanghai Stock Exchange (stock code: 688289) since January 2025; an independent non-executive director of Yum China Holdings, Inc., a company listed on the Main Board of the Stock Exchange (stock code: 09987) since August 2025; and a non-executive director of WEILONG Delicious Global Holdings Ltd., a company listed on the Main Board of the Stock Exchange (stock code: 09985) since February 2026. Mr. Wei graduated from Shanghai International Studies College ( ɪऎ̮Ⴇኪ৫ ), with a bachelor’s degree in international business management in July 1993. He also completed the EMBA corporate finance evening program at London Business School, London, United Kingdom in June 1998. INDEPENDENT NON/hyphen.caseEXECUTIVE DIRECTORS Mr. Lam Yiu Por (ت), born in 1976, is an independent non-executive Director. He is primarily responsible for providing independent advice and judgment to our Board, and supervising operations of our Group. He joined our Group on October 13, 2016 when he was appointed as an independent non-executive Director. Mr. Lam now serves as the chief financial officer and joint company secretary of Dingdang Health Technology Group Ltd., a company listed on the Stock Exchange (stock code: 09886). He served as the vice president and chief financial officer of Greentech Technology International Limited, a company listed on the Stock Exchange (stock code: 00195, formerly known as L’sea Resources International Holdings Limited), from November 2013 to July 2020. He was an independent non-executive director of Tian Ge Interactive Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 01980), from January 2021 to June 2022. From December 2014 to March 2016, Mr. Lam served as an independent non-executive director of World Digital Economy Asset Group Limited, a company listed on the Stock Exchange (stock code: 03708, formerly known as China Supply Chain Holdings Limited). From April 2015 to May 2017, Mr. Lam served as a non-executive director of Zhong Ao Home Group Limited, a company listed on the Stock Exchange (stock code: 01538). From November 2015 to June 2020, Mr. Lam served as an independent non-executive director of Denox Environmental & Technology Holdings Limited, a company listed on the Stock Exchange (stock code: 01452). From November 2016 to November 2018, Mr. Lam served as an independent non-executive director of China Tontine Wines Group Limited, a company listed on the Stock Exchange (stock code: 00389). From June 2012 to February 2014, Mr. Lam served as an independent non-executive director and chairman of the audit committee of SR Medical Technology Company Limited, a company listed on the Stock Exchange (stock code: 00108, formerly known as GR Life Style Company Limited). Mr. Lam has served as an independent non-executive director of Xiamen Yan Palace Bird’s Nest Industry Co., Ltd., a company listed on the Main Board of the Stock Exchange (stock code: 01497) since November 2023. In May 2024, Mr. Lam was appointed as an independent non-executive director of Herbs Generation Group Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 02593), with effect from the listing date of the company (i.e., December 19, 2024). In December 2024, Mr. Lam was appointed as an independent non-executive director of BrainAurora Medical Technology Limited, a company listed on the Main Board of the Stock Exchange (stock code: 06681), with effect from the listing date of the company (i.e., January 8, 2025).
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DIRECTORS AND SENIOR MANAGEMENT ԫʿ৷ॴ၍ଣᄴ 35 江南布衣有限公司 二零二五╱二六年度報告 ኪኪ ط f ᒵઽɾɻ dɓɘɖ̬ϋ̈͛ࠋࠅ ᙄʿкᓙd˸ʿ္ຖ͉ණྠᐄ༶f ዹ ˕˹ᘒ ʕ ʮ̡ ˕˹ᘒ ʈЪf͟ɚཧཧʬϋɓ˜̋ ̹ఙᐄุ ᐼ္eਠ˒ԫุᐼଣe͜˒ԫุᐼଣfɓɘɘɘ Ԣˋˋ ʕ ༶ᐄ ᐼ္dʿ̹ఙᐼ္ഃᔖਕfᒵ ۃ ̮൱fɚཧཧ Ϟʈਠ၍ଣ၂ ɻኪЗf อ͛ dɓɘʬɞϋ̈͛ࠅ ᙄʿкᓙd˸ʿ္ຖ͉ණྠᐄ༶f ᐏ։ ಀዄΛϵлe ݊־ ̮Ά௰ϋჀŊ ʮ̡ Vivalisɚཧɓཧ ࠢ ΅˾j00210fɚཧɓʞϋɧ˜Ї ɪ̹ʮ̡ ΅˾j 000671 ˸ʿɪऎᗇ ΅˾j 600388͎ʮ̡ ༶ᐄᐼձԫf ɚཧɚཧϋɘ˜Ї ԫfΥ ᄼ౽ঐ ɛf ͛ Іɚཧɚʬϋɞ˜ ৎɪ̹ʮ̡ ʮٰ̡ୃ˾ᇁj001312ዹͭԫ f Mr. Lam received his bachelor’s degree of arts in accountancy from the Hong Kong Polytechnic University (ಥଣʈɽኪ ) in November 1997. Mr. Lam has been a member of the Hong Kong Institute of Certified Public Accountants, an associate of The Chartered Governance Institute in the United Kingdom, an associate of The Hong Kong Chartered Governance Institute, a chartered financial analyst of the CFA Institute and a fellow of the Association of Chartered Certified Accountants. Ms. Han Min ( ᒵઽ), born in 1974, is an independent non-executive Director. She is primarily responsible for providing independent advice and judgment to our Board, and supervising operations of our Group. She joined our Group on October 13, 2016 when she was appointed as an independent non-executive Director. Ms. Han has been working at Alipay (China) Information Technology Co., Ltd. (ࢹڦ ʮ̡ ) (“Alipay”) since January 2006. She served in a number of positions in Alipay from her joining in January 2006, including the director of the marketing operation department, the general manager of the merchants business department, the general manager of the consumers business department. Ms. Han worked at Alibaba (China) Network Technology Co., Ltd. (ʮ̡) from September 1999 to December 2005, during which she served various positions in the company, including director of the operation department, director of the international cooperation and development department, and director of the marketing department. Ms. Han graduated from Hangzhou Dianzi University (ψ Ҧɽኪ ) (formerly known as Hangzhou Dianzi Industrial College (ψཥɿʈ ุኪ৫ )), Hangzhou, with a bachelor’s degree majoring in foreign trade in July 1997. In November 2008, she graduated from the University of Bath, U.K., with a master’s degree of business administration. Mr. Hu Huanxin (อ) , born in 1968, is an independent non-executive Director. He is primarily responsible for providing independent advice and judgment to our Board, and supervising operations of our Group. Mr. Hu joined our Group on October 13, 2016 when he was appointed as an independent non-executive Director. Prior to joining our Group, he had held a number of middle and senior management positions in companies such as Cadbury, PepsiCo and Hutchison Whampoa. He was one of the earliest management trainees in China and has set records for the youngest/highest ranking Chinese executives in several foreign companies. From 2008 to 2009, Mr. Hu was employed by Vivalis, a cosmetics company based in the United Kingdom. Mr. Hu also served as the chief operating officer of Daphne International Holdings Limited, a company listed on the Stock Exchange (stock code: 00210) from 2010 to 2015. From March 2015 to December 2017, Mr. Hu served as the chief operating officer and a director of Yango Holdings Company Limited, the parent company of Yango Group Co., Ltd, a company listed on the Shenzhen Stock Exchange (stock code: 000671) and Fujian Longking Co., Ltd., a company listed on the Shanghai Stock Exchange (stock code: 600388). From September 2020 to October 2025, he served as a director of Wanbang Digital Energy Co., Ltd. He founded Wuxi Baoding Jiafeng Private Equity Fund Management Partnership (Limited Partnership) and is the executive partner of the company. At the same time, he is also the co-founder of MAXCOOK (֢.) Mr. Hu has been serving as an independent director of Hangzhou Fuen Co., Ltd. (stock code: 001312), a company listed on the Shenzhen Stock Exchange, since August 2026.
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DIRECTORS AND SENIOR MANAGEMENT ԫʿ৷ॴ၍ଣᄴ 36 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ʕᘬ։ ͛ତ dʕʆɽ ኪ৫ԫึԫf Ϟ ኪɻኪЗf ˮഭᅃ͛ dɓɘʬɓϋ̈͛ࠅ ᙄʿкᓙd˸ʿ္ຖ͉ණྠᐄ༶f ዹ ੂБԫf ΅˾j 1810ٙ͵ዄλ ΅˾ j1086f ၾක೯ʮ̡ Rokid Corporation Ltd.ৌ f ʆழϞ ΅˾j 3888 ੂБ fɚཧɓ̬ϋɖ˜Їɚཧɚʬϋɧ˜d ึʿ ึʿᑚཇ։ f Ԣˋ B2Beཧਯe˕ ၑഃ ৌਕʿʮ̡છՓਓᐼ ৌਕછՓ f ɚཧཧɧϋɞ˜Їɚཧཧɖϋɞ˜dˮ͛ዄʕՈ Ⴁிਠ Goodbaby Children Products GroupGoodbaby̋ຑGoodbabyd ΅˾j167ٙ ৌਕਓᐼf Mr. Hu served as the only Chinese member of Oracle’s Retail Global Expert Committee and has a deep understanding and research of the consumer goods retail industry. Mr. Hu currently serves as a member of the Wuxi Municipal Committee of the Chinese People’s Political Consultative Conference, vice chairman of the Shanghai Wuxi Chamber of Commerce, and a director of the board of Lingnan College of Sun Yet-Sun University. Mr. Hu graduated from Sun Yet-Sun University ( ʕʆɽኪ ), Guangzhou, with a bachelor’s degree in international economics and trade in July 1990. Mr. Wong Shun Tak ( ˮഭᅃ) , born in 1961, is an independent non-executive Director. He is primarily responsible for providing independent advice and judgement to our Board and supervising operations of our Group. Mr. Wong joined the Company on September 8, 2025 and was appointed as an independent non-executive Director. He is currently an independent non-executive director and chairman of the audit committee of Xiaomi Corporation (a company listed on the Stock Exchange, stock code: 1810). He also serves as an independent non-executive director and chairman of the audit committee of Goodbaby International Holdings Limited (a company listed on the Stock Exchange, stock code: 1086). Mr. Wong was a co-founder and concurrently acted as chief financial officer of Rokid Corporation Ltd., an artificial intelligence devices design and development company. From October 2011 to July 2012, he served as an executive director and chief financial officer of Kingsoft Corporation Limited (a company listed on the Stock Exchange, stock code: 3888). From July 2014 to March 2026, he served as an independent non-executive director, member of the audit committee and the environmental, social and governance committee, and chairman of the nomination committee and the remuneration committee of Kingsoft Corporation Limited. From August 2007 to September 2011, Mr. Wong served as vice president for finance and corporate control of Alibaba Group, an internet enterprise engaged in business-to-business international trade, retail and payment platform, data-centric cloud computing, etc. During his service with Alibaba Group, he also acted as chairman of the financial control committee. From August 2003 to August 2007, Mr. Wong served as the chief financial officer of Goodbaby Children Products Group (“ Goodbaby ”), a leading juvenile product manufacturer in China. Before joining Goodbaby, Mr. Wong worked as the vice president for finance in IDT International Limited (a company listed on the Stock Exchange, stock code: 167) from September 2001 and July 2003.
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DIRECTORS AND SENIOR MANAGEMENT ԫʿ৷ॴ၍ଣᄴ 37 江南布衣有限公司 二零二五╱二六年度報告 ܼ ɓɘɘʬϋɤɓ˜Їɓɘɘɞϋɧ˜ᔖ AMF Bowling, Inc.ɓɘɘɧϋɤɚ˜Їɓɘɘʬϋɤ˜ᔖ International Distillers China Ltd. ᛆҳ༟ʿৗ ̈ഄଫኹϞᔮబ᜕f ᚆකतɽኪ (University of Lancaster)ږ ݲCharles Stuart Universityኪ၂ɻ ࡰ f ৷ॴ၍ଣᄴ ͛ dɓɘɞ̬ϋ̈͛ dɚཧɓʞϋɘ˜̋ɝ͉ණ ɚཧɚɓϋɞ˜ᐏ։ ͉ණྠ ৌਕeፄ༟eҳ༟ ᎈ၍ଣʿᅰኽʕːf d͟ɚཧɓཧϋɖ˜Їɚཧɓʞϋɘ˜d ΅Ϟ ΅˾j002236ଣf͟ɚཧཧɞ ධͦ ए eཫၑʿ ᜕f ɪ̹ʮ̡ၠණྠ ΅˾j6831ࡰ f ਖ਼ุ ࢪ f In the past, Mr. Wong held key financial executive positions in various multinational companies, including the financial controller of AMF Bowling, Inc. from November 1996 to March 1998 and of International Distillers China Ltd. from December 1993 to October 1996. Mr. Wong has extensive experience in financial control, operations, strategic planning and implementation, private equity investments and exit strategies. Mr. Wong has a master’s degree in Finance from the University of Lancaster in the United Kingdom and a master’s degree in Accounting from Charles Stuart University in Australia. Mr. Wong is also a fellow CPA member of the Hong Kong Institute of Certified Public Accountants and a fellow member of CPA Australia. SENIOR MANAGEMENT Mr. Fan Yongkui (۲), born in 1984, was appointed as finance director of the Group when he joined the Group in September 2015 and was appointed as the vice president of the Group in August 2021, and was appointed as the chief financial officer of the Group in December 2022. He is primarily responsible for the accounting and finance, financing, investor relations, logistics, legal affairs, internal audit, risk management and data center of the Group. Prior to joining the Group, Mr. Fan served as financial analysis manager of Zhejiang Dahua Technology Co., Ltd. (ʮ̡ ), a company listed on the Shenzhen Stock Exchange (stock code: 002236) from July 2010 to September 2015. From May 2008 to June 2010, he worked as project manager at BDO China Shu Lun Pan Certified Public Accountants LLP (ה.) From September 2006 to April 2008, Mr. Fan worked at Zhejiang Zhongcheng Accounting Firm (ה ) as an auditor. Mr. Fan has extensive experience in relation to accounting, budgeting and controlling, fund, corporate finance and tax issues. Mr. Fan has been serving as an independent non-executive director and chairman of the audit committee of Green Tea Group Limited (stock code: 6831), a company listed on the Stock Exchange, since April 2025. Mr. Fan graduated from Zhejiang University ( एϪɽኪ ) with a bachelor’s degree in landscape architecture in June 2006, and also holds certificates of Certified Public Accountant, Certified Public Valuer, Tax Agent and lawyer’s practice in the PRC.
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DIRECTORS AND SENIOR MANAGEMENT ԫʿ৷ॴ၍ଣᄴ 38 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT රସɾɻ dɓɘɖʞϋ̈͛ dІɚཧɓɘϋɘ˜ɘ˚̋ຑ ၪᚐeᅰ Ά ྌʿB1OCKุਕʿ༶ᐄ၍ଣf ཧਯุਕʿᐄ༶ጐགྷ 20ϋʈЪ᜕fί̋ຑ͉ණ dරɾɻ͟ɚཧɓɞϋɘ˜Їɚཧɓɘϋɘ˜ίɪऎ ࡒNAFNAFۜ ɓᔖd͟ɚཧɓɖϋɞ˜Їɚཧɓɞ ϋɘ˜ίႊዾʮ̡(GAP)̹̈ఙᐼ္ɓ ᔖf ᓨජ̹ᄿᅧཥൖɽኪd˴ ॲ௹ɽኪ (AMERICAN NEWPORT UNIVERSITY) ʈਠ၍ଣ၂ɻኪЗf ˙ᆾ͛ dɓɘɞɚϋ̈͛ɚཧɓ̬ϋɧ˜̋ຑ͉ ɚཧɓɖϋɧ˜ᐏ ڦࢩމ Ҧஔ̨̻ ೯f ˙͛ኹϞགྷ 16೯ձ၍ଣ᜕fί̋ຑ͉ ͩ ʮ ʕːձϵʮ̡ ERP၍ଣӻ ୕eCRM೯ձධͦ၍ଣʈЪf ؛ ኪၾҦ Ҧɽኪʈ၂ɻd ၑዚҦஔf Ms. Huang Sheng ( රସ) , born in 1975, joined our Group since September 9, 2019 and served as the Group’s chief marketing officer. She is primarily responsible for the Group’s development of brand marketing strategy, membership operation, store image design, public relationships maintenance, digital and intelligent retailing, merchandise planning, as well as the business and operation management of B1OCK. Ms. Huang has over 20 years of working experience in the retail business and operation. Prior to joining our Group, Ms. Huang worked at Shanghai La Chapelle Fashion Co., Ltd. as the vice marketing president and the chief executive officer of the NAFNAF brand in China from September 2018 to September 2019. She worked at GAP (Shanghai) Commercial Company Limited (ʮ̡) (GAP) as the marketing director from August 2017 to September 2018. Ms. Huang graduated from Shenyang Correspondence University ( ᓨජ̹ᄿᅧཥൖɽ ኪ) in July 1997, majoring in computer and application. She obtained a master’s degree of business administration from AMERICAN NEWPORT UNIVERSITY in May 2003. Mr. Fang Lei ( ˙ᆾ) , born in 1982, was appointed as the project manager of the information center when joining the Group in March 2014, and was appointed as the director of the information center in March 2017. He was appointed as the chief information officer in August 2021, and is primarily responsible for the formulation of information planning, the establishment of information and technology platform as well as the design and research and development of Internet products of the Group. Mr. Fang has over 16 years of experience in the research and development and management in information system. Prior to joining our Group, Mr. Fang served as the development manager of Shiji Dashang Information Technology Co., Ltd. ( ͩਿ ʮ̡ ) (formerly known as Beijing Fuji Rongtong Technology Co., Ltd. (ʮ̡ )) from July 2005 to March 2014, and was responsible for the research and development as well as project management works for ERP management system and CRM system of shopping centers and department stores. Mr. Fang graduated from Wuhan Polytechnic University (ဏჀʈุɽኪ , formerly known as Wuhan Industrial College (ဏʈุኪ৫ )) with a bachelor’s degree in engineering in June 2005, majoring in computer science and technology. He also obtained a master’s degree in engineering from Huazhong University of Science and Technology in December 2011, majoring in computer technology.
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DIRECTORS’ REPORT ԫึజѓ 39 江南布衣有限公司 二零二五╱二六年度報告 DIRECTORS’ REPORT ԫึజѓ DIRECTORS’ REPORT The Board is pleased to present the report and the audited consolidated financial statements of the Group for the year ended June 30, 2026. GLOBAL OFFERING The Company was incorporated in the Cayman Islands with limited liability on November 26, 2012, the shares of which were listed on the Main Board of the Stock Exchange on October 31, 2016 (the “ Listing Date ”). PRINCIPAL BUSINESS The Company is principally engaged in the design, promotion and sales of female, male and youth contemporary apparel, footwear and accessories as well as household products. The analysis of the Group’s principal business during the year ended June 30, 2026 is set out in note 5 to the consolidated financial statements. RESULTS The results of the Group for the year ended June 30, 2026 are set out in consolidated statement of profit or loss and other comprehensive income on page 110 of this report. DIVIDEND POLICY The primary objective of the Group’s dividend policy is to distribute reasonable dividends to Shareholders in a timely manner, having due regard to the Group’s day-to-day operations, future business expansion and capital expenditures, so as to provide returns to Shareholders on their investments, while promoting the long-term sustainable development of the Group and safeguarding the overall long-term interests of all Shareholders. The Board shall declare whether dividend will be paid and determine its amount after considering the following aspects: • the actual and expected financial results of the Company; • the retained profit and distributable reserve of the Group and each subsidiary of the Group; • the expected operating capital requirement, capital expense requirement and future expansion plan of the Group; • the position of the Group’s current capital; ԫึజѓ ܓ f Όଢ೯ਯ ൗ ɚཧɓʬϋɤ˜ɧɤɓ ˚ ɪ̹˚ಂɪ̹f ุਕ eપᄿʿቖਯɾɻeӲɻeՅഁ fϞᗫ͉ණ ༱ΐ ൗ 5f ุᐶ ͉జ ѓୋ 110f ഄ ᚥණྠ˚੬༶ᐄe͊Ը d dၪ Ⴣлूf dϽᅇɨ ΐΪ९j • ྼყձཫಂৌਕุᐶi • лձ̙ʱৣᎷ௪i • ͉ණྠཫಂᐄ༶༟͉ცӋe༟͉ක˕ცӋʿ͊Ըᓒ ྌi • i
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DIRECTORS’ REPORT ԫึజѓ 40 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT • ֛ ̮ίΪ९iʿ • Չ˼Ϊ९f ݁މ f ࢹٰ ೯͋ಂ ٰ1.06ɛ͏࿆0.93 ʩٰ0.75౷ஷ ɛ͏࿆ 0.66ʩ d˸Ϥᅅज़͉ʮ̡ɪ̹ 10ٰ f ࢹٰࢹٰɚཧɚʬϋɤ˜ɚ˚ᑘБ ɚཧɚʬϋɤ˜ Τ̅ f ΅ཀ˒೮া˓ᚃ ΅ཀ˒೮া˓ᚃj (a) ಂʞ Ͼ ɚཧ ɚʬϋɘ˜ɚɤɞ˚ ಂɓ Їɚཧɚʬ҈Շ˚ ᅲ ϋ ɚཧɚʬ ϋɽ ɚཧɚʬ ɧɤʱʹ͉ʮ ʮ ⚃༸ 16ፄʕː 17ᅽd˸ ආБ೮াf (b) ࢹٰࢹٰϾ ಂ̬ Їɚ ಂ҈Շ˚ ᅲ৾፬ ࢹٰʿत ࢹٰɚཧɚʬϋɤ˜ ɘಂʞࢹٰʿतй ࢹٰୃ ɚཧɚʬϋɤ˜ ɖಂɧɧɤ ΅ཀ˒೮াʱஈՙԳᗇՎ ⚃༸16ፄʕ ː17ᅽd˸ආБ೮াf • the general economic condition, and the internal and external factors that may affect the business, financial results and positioning of the Company; and • other matters the Board may consider related. The Board has carefully reviewed, evaluated and confirmed the Group’s dividend policy, and is of the view that the policy arrangements are appropriate and are in line with the interests of Shareholders and the needs of the Group’s business development. FINAL DIVIDEND AND SPECIAL DIVIDEND The Board has recommended the payment of a final dividend of HK$1.06 per ordinary share (equivalent to approximately RMB0.93 per ordinary share) and a special dividend of HK$0.75 per ordinary share (equivalent to approximately RMB0.66 per ordinary share) for the year ended June 30, 2026, in celebration of the 10th anniversary of the Company’s listing and as a token of appreciation to Shareholders. The final dividend and the special dividend are subject to the approval of the Shareholders at the AGM to be held on October 2, 2026, and will be paid on October 16, 2026 to those Shareholders whose names appear on the Company’s register of members on October 9, 2026. CLOSURE OF REGISTER OF MEMBERS The register of members of the Company will be closed for the following periods: (a) For the purpose of determining Shareholders who are entitled to attend and vote at the forthcoming AGM to be held on Friday, October 2, 2026, the register of members of the Company will be closed from Monday, September 28, 2026 to Friday, October 2, 2026, both days inclusive. The record date for determining the Shareholders’ eligibility to attend and vote at the AGM will be Friday, October 2, 2026. In order to qualify for attending and voting at the AGM, all transfer documents should be lodged for registration with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited situated at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Friday, September 25, 2026. (b) For the purpose of determining Shareholders who qualify for the final dividend and the special dividend, the register of members of the Company will be closed from Thursday, October 8, 2026 to Friday, October 9, 2026, both days inclusive. The record date for determining the entitlement of Shareholders to receive the final dividend and the special dividend will be Friday, October 9, 2026. In order to qualify for the final dividend and the special dividend, all completed transfer forms accompanied by the relevant share certificates must be lodged for registration with the Company’s branch share registrar in Hong Kong, Tricor Investor Services Limited situated at 17/F, Far East Finance Centre, 16 Harcourt Road, Hong Kong not later than 4:30 p.m. on Wednesday, October 7, 2026.
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DIRECTORS’ REPORT ԫึజѓ 41 江南布衣有限公司 二零二五╱二六年度報告 ุਕΫᚥ ীሞʿʱ ͉జѓୋ 15Їୋ 17జѓືʿୋ18 Їୋ 31ືf ͉జѓ ୋ15Їୋ 17జѓືܸ ͉జѓୋ 13Їୋ 14 ືf ᚐᐑྤe f͉ණྠʊ፭ς࿁͉ණྠ ɚཧɚʬৌϋ d f Ϊ९ ᅂᚤdʱΪ νɨj (I) ᎈ ٙ ࡁ ɽ্ᘠd ѩ࿁ Їᗫ މ တԑ Җ̙ঐึա א ٙࡁ Җf BUSINESS REVIEW In the current year, the Group’s business review and the discussion and analysis of the Group’s performance are set out in the section headed “Chairman’s Statement” on pages 15 to 17 and in the section headed “Management Discussion and Analysis” on pages 18 to 31 of this report. A discussion of the Group’s key relationships with its material stakeholders is set out in the section headed “Chairman’s Statement” on pages 15 to 17 of this report. An analysis of the Group’s performance during the year, using financial key performance indicators, is set out in the section headed “Financial Summary” on pages 13 to 14 of this report. The Group is committed to enhancing governance, promoting employee welfare and development, protecting the environment, fulfilling social responsibilities, and achieving sustainable growth. The Group has complied with relevant laws and regulations that have a material impact on its operations. During the Fiscal Year 2026, the Group had no material breach of or non-compliance with applicable laws and regulations. MAJOR RISKS AND UNCERTAINTIES The results of the Group and business operations may be affected by a number of factors, some of which are from outside while some of which are inherent in the industry. The main risks are summarised as follows: (I) RISKS RELATING TO BRAND RECOGNITION Consumers in the designer brand fashion market tend to focus more on a brand’s design philosophy and to make more individualistic decisions when making purchases. We believe our brand image has contributed significantly to the success of our business, and, therefore, maintaining and enhancing the recognition, image and acceptance of our brands is critical to differentiate our products and services and to compete effectively with our peers. Our brand image, however, could be jeopardized if we fail to maintain high product quality, pioneer and keep pace with evolving fashion trends, or timely fulfill orders for popular items. In addition, any negative publicity or disputes regarding our products, services, or our Group or our management could also materially harm our brand image.
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DIRECTORS’ REPORT ԫึజѓ 42 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ༀ̹ఙʕ՟ਠዚd JNBYۜࡈ у ᄳejnby by JNBYe LESSe POMME DE TERREᇻ ৵ eJNBYHOMEeonmygame ʿB1OCK ѩՈϞ ΥʔΝͦᅺऊ൬໊ ऊ൬ Ң ˙ Җ̙ঐึաՑ Җ ࠠ ቖਯͦ ᗳйਗ਼̙ପ Νᅵ лಂf (II) ዧड ༀБุ ༀБุତϞʿอ ࿁˓ א ࿁˓ ʮ ༰Ң ૢಛԶᏐ પᄿe ҳɝһε༟๕Їᇞɪ dኋ၍Ң ஷཀᇞɪಬ ˒ ̨̻ʿ ء ֛ ̙ঐdԨක೯̈һ ̋ᄌ̙ঐึኬ ಯᄆeᐄቖක˕ɪʺʿ̰̘̹ఙ΅ᕘdϾОϞ ிϓ лᆗʿˣлଟɨൻf ʿၾତϞʿ͊ Ꮐɢ̙ঐึ࿁Ң ุਕʿᐄุᐶிϓʔлᅂᚤf In order to capture business opportunities in the fast-growing designer brand fashion market, in addition to our flagship brand JNBY, we currently market our products under various additional brands, namely, CROQUIS, jnby by JNBY, LESS, POMME DE TERRE ( ᇻ৵ ), JNBYHOME, onmygame, B1OCK, etc., to appeal to different consumer groups. Each of our brands has its own designs, features and characteristics that fit the tastes and needs of our different target consumer groups. However, the designer brand fashion market may experience significant changes in consumer preferences and tastes over time. Our brand image may be negatively affected if the products offered under any of our brands are unable to meet consumer expectations with respect to quality or style. Failure to successfully promote and maintain the image of any of our brands would have a material adverse effect on our business, results of operation and financial condition. In addition, we may not be continuously successful in expanding our brand portfolio and product supply, and any new brands or product categories launched or may be launched may not reach the expected sales target. We cannot guarantee that such new brands or product categories will be able to generate positive cash flow or realise an earnings cycle similar to other existing successful brands. (II) FIERCE COMPETITION We operate in the designer brand fashion industry, which is highly competitive and relatively fragmented. We face a variety of competitive challenges from both existing and new competitors in the designer brand fashion industry. Some of our competitors may possess stronger brand recognition, larger consumer bases, or greater financial, marketing and/or other resources than us. Our competitors may be acquired by or enter into strategic relationships with larger, more established and better capitalized companies or investors. Some of our competitors may be able to secure merchandise from suppliers on more favourable terms, devote greater resources to marketing and brand promotion, adopt more aggressive pricing policies, or devote substantially more resources to online portals, e-commerce and information technology systems than us. In particular, although we have established an omnichannel interactive platform to facilitate consumer purchases of our products via both our online channels and offline channels, we may lose sales to competitors that provide more advanced and efficient online shopping platforms and door-to-door delivery services than us. There is also a risk that companies which focus on other market segments, such as luxury brand or fast fashion brand, may decide to enter China’s designer brand fashion market and develop new products that are more popular with our consumers. Increased competition could result in price reductions, increased marketing expenditures and loss of market share, any of which could have a material adverse effect on our results of operations and financial condition, including, but not limited to, declines in profit and gross profit margin. There can be no assurance that we will be able to address these challenges and compete successfully against current and future competitors, and those competitive pressures may have an adverse effect on our business and results of operations.
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DIRECTORS’ REPORT ԫึజѓ 43 江南布衣有限公司 二零二五╱二六年度報告 (III) RISKS RELATING TO EXPANSION OF BRAND AND PRODUCT PORTFOLIO Historically, a significant portion of our revenue has been generated from sales of women’s apparel. Over the years, we have gradually diversified our product offerings to include other product categories, such as men’s apparel and children’s apparel, which have demonstrated strong growth over recent years. Going forward, our goal is to leverage our established brand image to further develop our comprehensive design-driven platform and expand our product offerings to include furniture and household products. However, any new brands or product categories that we may launch may not achieve anticipated sales targets. To support our product expansion plan, we will need to recruit more personnel with expertise in managing different brands and product categories, and enhance our operational and financial systems, procedures, controls and information management system. Moreover, we will need to devote significant financial and managerial resources to the research and development of new brands and products. We will also need to engage suitable outsourced OEM suppliers to manufacture new brands and products and develop new marketing strategies to promote new brands and products. All of these endeavors involve risks, and require substantial planning, skillful execution, and significant expenditures. We are involved in the risks of unsuccessful expansion of new brands or new product categories, which may result in any new brand or product category launched not being able to generate positive cash flows and thereby may have an adverse effect on our business and growth prospects. (IV) SUPPLY CHAIN Currently, we outsource the production of all of our products to selected domestic OEM suppliers. A majority of our OEM suppliers are located in Mainland China. Their operations are particularly vulnerable to business interruptions, which can be caused by industry downturns, natural disasters or other catastrophic events. The occurrence of any such industry downturn, natural disaster or catastrophic event could cause shortages or delay of supply of products by our OEM suppliers. In addition, although we strictly control the quality of our operations, we may not be able to monitor the production quality of the OEM suppliers as directly and effectively as with our own production. If the OEM suppliers fail to supply products in accordance with our delivery schedule, quality standards or product specifications, we may be forced to provide these products on a delayed basis or cancel our product offering, either of which could harm our reputation and our relationships with distributors and consumers and expose us to the risks such as potential litigation and damage claims. (III) ᎈ ቖ ଡ଼Υһᒈεʩʷd ۜ ͦᅺ ࠇ ପ ᗳй ᓒ̂ ۜ d˸ʿʺᐄ༶ʿৌ ࡁ ʿପ ٙOEMۜ ʿପ ɽඎྌe πί͊̀ঐϓ̌ᓒ̂อ પ ݴږ ౻ிϓʔлᅂᚤf (IV) ԶᏐᗡ ʫ OEMٙ ٙOEMʕʫήf աՑุਕʍᓔᅂᚤdϾவ̙ঐ ˏ ԫ ٙࡁOEMԶᏐ̈ତॹ ݊ ή္࿀ OEMԶ ࡊOEM˹ ̙ ଡ଼ΥdϾʕ ᑊᚑʿၾቖਠձऊ ሦ ᎈf
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DIRECTORS’ REPORT ԫึజѓ 44 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT (V) Ҧӻ୕ Դ ˒ᗫ ܼPOSࢫࡑ π՟ʿ મᒅ e ቖਯ e π ᅰኽ˸ʿৌਕᅰኽd˸ʿ Ҧ˕౪dԨ ࢹڦ ཫ ၑeɛɢ༟๕eπ၍Փeཧਯ၍ଣʿৌਕ͡జf π ࡁ ཧਯၣഖ ݂ ၣഖ̰ᜳdϾᅂ ٙࡁ ϓ อழ ఱϤ՟ϓ̌d͵̙ঐ Ϟ Ҧ f ڷ I) ४ക ߧࡁ ۜ ˒ ၪᚐ VIP d Ԩீཀ͉ʮ̡ၣ१ e ʮ̻ ʹదഃʔΝಬ༸ၾ४ക Զ ਕf (V) INFORMATION TECHNOLOGY SYSTEMS Our business relies on the proper functioning of our information technology systems. We use our advanced information technology platform, which seamlessly integrates our customer relationship management system, information management system, including POS terminals, and warehouse management system, to enable us to quickly and efficiently retrieve and analyse our operational data and information including procurement, sales, inventory, logistics, consumer and membership data and financial data on a real time basis, as well as to provide information technology support to all of our self-operated and distributor-operated stores and compile and analyse their operational and financial data on a daily basis. We use our information technology systems to assist us in planning and managing our product design, financial budgeting, human resources, inventory control, retail management and financial reporting. As a result, our information technology systems are critical for us in monitoring the inventory and sales levels and results of operation of our retail stores and for our retail stores to place orders with us. As our retail network is highly integrated, any malfunction to a particular part of our information technology system may result in a breakdown throughout our network and our ability to continue our operations smoothly may be affected, which in turn could adversely affect our results of operations. In addition, we may not always be successful in developing, installing, running or implementing new software or advanced information technology systems as required by our business development. Even if we are successful in this regard, significant capital expenditure may be required, and we may not be able to benefit from the investment immediately. We need to constantly upgrade and improve our information technology systems to keep up with the continuous growth of our operations and business. KEY RELATIONSHIPS (I) FANS Our fans include end consumers and potential consumers. We are committed to conveying the brand philosophy of the Group and each brand as well as information on fashion and matching through individual brand to our customers and providing our customers with contemporary apparel, footwear and accessories as well as household products. We maintain VIP database and information on our fans, and interact with fans through the Company’s website, public platform, mail, marketing campaigns and social media. In addition to providing quality and value-added experience services for our fans using retail channels, we also provide training to our sales representatives in all channels and visual merchandisers.
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DIRECTORS’ REPORT ԫึజѓ 45 江南布衣有限公司 二零二五╱二六年度報告 (II) ቖਠ ڭ dቖ ཧਯ ϗɝe̹ఙ΅ᕘʿ ɽ্ᘠf (III) ࡰ f͉ණྠϞจᘱᚃ ԫ ˸ʿԶዚึᄣආʿҁഛҦঐԸዧᎸ྇ f ዚึf ၍ଣҦঐeቖਯʿ͛ପeሯඎ္છe f ༾f͉ ྌ ྌ d ͉ණྠЪ ٙ f (IV) ԶᏐਠ d ᄲ ፯ OEMӋՉ༺Ց ᐶাe᜕eৌਕྼɢe ɢf (II) DISTRIBUTORS We engage third-party distributors in different regions of the globe which operate stores by adopting the same brand management model as our self-operated stores to ensure our retail network presents a consistent brand image. We believe that the distribution business model allows us to expand our retail network efficiently with various resources, making significant contributions in enhancement of our brands’ revenue, market share and brand awareness. (III) EMPLOYEES The Group regards the personal development of its employees as highly important. The Group intends to continue to be an attractive employer for committed employees. The Group strives to motivate its employees with a clear career path and opportunities for advancement and improvement of their skills. The Group provides pre-employment and on-the-job training and development opportunities to its employees. The training programs cover areas such as managerial skills, sales and production, quality control, matching display and training of other areas relevant to the industry. In addition, the Group offers competitive remuneration packages to its employees. The Group has also adopted the restricted share unit scheme (the “ RSU Scheme ”) with a view to incentivizing senior management, designers and key employees for their contribution to our Group and to attract and retain suitable personnel to enhance the development of our Group. (IV) SUPPLIERS We have developed long-standing and good relationships with our vendors and we take great care to ensure that they can share our commitment to product quality. We carefully select our OEM suppliers and raw material suppliers and require them to satisfy certain assessment criteria including track record, experience, financial strength, reputation, ability to produce high-quality products and quality control effectiveness.
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DIRECTORS’ REPORT ԫึజѓ 46 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ତ f͉ණྠί˚੬ุਕᐄ༶ʕ ፕf͉ จᗆf͉ණྠςృ dԷνᕐ ॷeપᄿཥɿ ཥዱʿཥኜ˸ಯˇঃঐf͉ණ ุਕᐄ༶ʕྼ ʿ࿕Էf ج జѓf ࿁͉ʿԷ О࿁͉ ʮ̡ جܛ ʔΥԫf ࠅ ༱ΐ ͉జѓୋ 14ٙڌ ɓʱf ಛධ͜ ɚཧɚʬϋɓ˜ɧɤ˚dΥ 14,535,000΅ʊ͟ ɚ ӊ ΅ 18.78ৣɛϓ̌ৣ ਯ ৣਯԫධᗫ މߒ270.0 ϵຬಥʩ ৣਯ ಛධଋᕘ f ENVIRONMENTAL POLICIES AND PERFORMANCE The Group is committed to supporting environmental sustainability. The Group’s commitment to protect the environment is well reflected by its continuous efforts in promoting green measures and awareness in its daily business operations. The Group encourages environmental protection and promotes awareness towards environmental protection to the employees. Adhering to the principle of recycling and reducing, the Group implements green office practices such as double-sided printing and copying, setting up recycling bins, advocating the use of recycled paper, promoting the user manuals in electronic formats, and reducing energy consumption by switching off idle lightings and electrical appliances. The Group will review its environmental practices from time to time and has implemented further eco-friendly measures and practices in the operation of the Group’s businesses. Further discussion of environmental policies and performance together with the compliance with relevant laws and regulations by the Group, please refer to the Environmental, Social and Governance Report of the Company. LAWS AND REGULATIONS OF MATERIAL IMPACT ON THE COMPANY As at June 30, 2026, the Company was not aware of any non-compliance with relevant laws and regulations that would have material impact on the Company. FINANCIAL SUMMARY A summary of the results and the assets and liabilities of the Group for the last five financial years is set out on page 14 of this report. The summary does not form part of the audited consolidated financial statements. USE OF PROCEEDS FROM THE PLACING On January 30, 2026, a total of 14,535,000 placing shares have been successfully placed by the placing agent of the Company, China International Capital Corporation Hong Kong Securities Limited, to not less than six placees at a placing price of HK$18.78 per placing share pursuant to the terms and conditions of the placing agreement dated January 23, 2026 (the “ Placing”). The net proceeds from the Placing (after deducting all relevant costs and expenses, including commission and levies) are approximately HK$270.0 million (the “ Net Proceeds from the Placing”).
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DIRECTORS’ REPORT ԫึజѓ 47 江南布衣有限公司 二零二五╱二六年度報告 ಛධଋᕘ j Ї͉జѓ˚ಂd͉ʮ̡˚ಂ ʮѓ ৣਯʮѓৣ ԨೌОᜊ ͜ӉԴ͜ৣਯ ಛධଋᕘf The following table sets forth a summary of the use of the Net Proceeds from the Placing as at June 30, 2026: Intended Uses of the Net Proceeds from the Placing Percentage of Gross Net Proceeds from the Placing Net Proceeds from the Placing Net Proceeds from the Placing Actually Utilised for the Year ended June 30, 2026 Unutilised Net Proceeds from the Placing as at June 30, 2026 Expected Timetable for Full Utilisation of Remaining Net Proceeds from the Placing ͜ Цৣਯԫධ ಛධଋᕘ ϵʱˢ ಛධଋᕘ ࿚Ї ɚཧɚʬϋ ʬ˜ɧɤ˚˟ ྼყԴ͜ ৣਯԫධ ಛධଋᕘ ɚཧɚʬϋ ʬ˜ɧɤ˚ ٙ ಛධଋᕘ ᅰԴ͜௵ቱ ৣਯԫධ ٙ ڌ HK$ million) (HK$ million) (HK$ million) ϵຬಥʩ ϵຬಥʩ ϵຬಥʩ Brand business development 40.00% 108.0 57.1 50.9 December 2026 ࢝ɚཧɚʬϋɤɚ˜ Investment into research and development to further enhance comprehensive market competitiveness 50.00% 135.0 94.5 40.5 December 2026 ɢ ɚཧɚʬϋɤɚ˜ General and corporate use 10.00% 27.0 13.8 13.2 December 2026 ɓছʿΆุ͜ ɚཧɚʬϋɤɚ˜ Total 100.00% 270.0 165.4 104.6 ࠇ As at June 30, 2026 and up to the date of this report, there have been no changes to the intended uses of, and the expected timetable for, the Net Proceeds from the Placing as disclosed in the announcement of the Company dated January 30, 2026 (the “ Placing Announcement ”). The Group will utilise the Net Proceeds from the Placing gradually in accordance with the intended uses set out in the Placing Announcement.
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DIRECTORS’ REPORT ԫึజѓ 48 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ˒ʿԶᏐਠ ˒ ᕘЦ͉ණྠᐼ ٙ5.9%ɚཧɚʞৌϋj 6.5% dϾ͉ණྠʘఊɓ௰ɽ ٙ2.2% ɚཧɚʞৌϋ j 2.7%f ԶᏐਠ ᕘЦ͉ණྠ ٙ9.1%ɚཧɚʞৌϋj 11.8% dϾ͉ණྠʘఊ ٙ2.2%ɚཧɚʞ ৌϋj2.6%f ٙ5%˸ ԶᏐਠʕኹϞᛆूf ʿண௪ ʿண௪ᜊ ൗ 13f ͉ ၝΥৌਕజ ൗ 23f Ꮇ௪ ɛ͏ ࿆960.5ɚཧɚʞϋʬ˜ɧɤ˚jɛ͏࿆ 957.7 ϵ ຬ ʩ f ಛ ࠾ ൗ 25f MAJOR CUSTOMERS AND SUPPLIERS MAJOR CUSTOMERS The transaction amounts of our Group’s top five customers accounted for 5.9% of the Group’s total revenue for the Fiscal Year 2026 (Fiscal Year 2025: 6.5%) while the transaction amounts of our single largest customer accounted for 2.2% of the Group’s total revenue (Fiscal Year 2025: 2.7%). MAJOR SUPPLIERS The transaction amounts of our Group’s top five suppliers accounted for 9.1% of the total purchases for the Fiscal Year 2026 (Fiscal Year 2025: 11.8%) while the transaction amounts of our single largest supplier accounted for 2.2% of the Group’s total purchases (Fiscal Year 2025: 2.6%). None of the Directors, any of their respective close associates or any Shareholders (which to the knowledge of the Directors owns more than 5% of the Company’s shares in issue) are interested in the five top clients or suppliers of the Group during the Fiscal Year 2026. PROPERTY, PLANT AND EQUIPMENT Details of the movements in the property, plant and equipment of the Company and the Group during the Fiscal Year 2026 are set out in note 13 to the consolidated financial statements. SHARE CAPITAL Details of movements in the Company’s share capital during the Fiscal Year 2026 are set out in note 23 to the consolidated financial statements. RESERVES AVAILABLE FOR DISTRIBUTION As at June 30, 2026, the Company’s reserves available for distribution amounted to approximately RMB960.5 million (as at June 30, 2025: RMB957.7 million). BANK AND OTHER BORROWINGS Details of the bank and other borrowings of the Company and the Group during the Fiscal Year 2026 are set out in note 25 to the consolidated financial statements.
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DIRECTORS’ REPORT ԫึజѓ 49 江南布衣有限公司 二零二五╱二六年度報告 ԫ Ї͉జѓ˚ಂdԫνɨj ੂБԫj ю͛ ҽɾɻ юശణɾɻ ੂБԫj ͛ ੂБԫj ͛ ᒵઽɾɻ อ͛ ˮഭᅃ͛ ۆ ୋ84 νԫ ɧʱʘɓʘᅰ ͛ʿюശణ ɾ ɻ͛ਗ਼ʔί ৗ ੂБԫe ͉ʮ̡ึ ึࢩ ձ͉ʮ̡ึ ึfҽɾɻʿю ϋɽึɪᑐ፯ஹf ͉ʮ̡˚ಂ ʘஷՌf ԫձ৷ॴ၍ଣᄴ ͉జѓୋ 32ࠫ Їୋ 38f ᆽႩ ۆ ۆ ୋ3.13މ ዹͭɛɻf DIRECTORS The Directors during the Fiscal Year 2026 and up to the date of this report are as follows: EXECUTIVE DIRECTORS: Mr. Wu Jian (Chairman) Ms. Li Lin Ms. Wu Huating NON-EXECUTIVE DIRECTOR: Mr. Wei Zhe INDEPENDENT NON-EXECUTIVE DIRECTORS: Mr. Lam Yiu Por Ms. Han Min Mr. Hu Huanxin Mr. Wong Shun Tak In accordance with article 84 of the Company’s articles of association (the “ Articles of Association ”), at each annual general meeting one-third of the Directors for the time being (or, if their number is not a multiple of three, the number nearest to but not less than one-third) shall retire from office by rotation. Accordingly, Ms. Li Lin, Mr. Lam Yiu Por and Ms. Wu Huating should retire from office at the forthcoming AGM. Mr. Lam Yiu Por will not offer himself for re-election at the AGM, and will retire as an independent non-executive Director, the chairman of the audit committee of the Company (the “ Audit Committee ”) and a member of the remuneration committee of the Company (the “ Remuneration Committee ”) at the conclusion of the AGM. Being eligible, Ms. Li Lin and Ms. Wu Huating will offer themselves for re-election at the forthcoming AGM. The particulars of Directors who are subject to re-election at the AGM are set out in the circular of the Company to the Shareholders dated September 9, 2026. DIRECTORS AND SENIOR MANAGEMENT Biographical details of the Directors and senior management of the Company are set out on pages 32 to 38 of this report. CONFIRMATION OF INDEPENDENCE FROM THE INDEPENDENT NON/hyphen.caseEXECUTIVE DIRECTORS The Company has received from each of the independent non-executive Directors a confirmation of his/her independence pursuant to Rule 3.13 of the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”) and the Company considers all of the independent non-executive Directors are independent persons during the Fiscal Year 2026.
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DIRECTORS’ REPORT ԫึజѓ 50 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ʿ։Ռ ɚཧɓɘϋɤ˜ɤɧ˚ ɧϋdІɚཧɓɘ Іਗᚃಂfюശణɾ ಂІɚཧɓɘϋʞ˜ ɚ ੂБԫ ˮ ϋ ͭ։Ռd ϋಂՑ ૢಛ˟f ᚃಂf Ϟ ج ৰ̮ f ᛆू ٫ ͉ʮ ˙Ԩ࿁͉ණ ࠠ ɽᛆूf ߒ ࠅࠠ f ഄ ኽ͉ණྠʘᐄุᐶeԫၾ৷ ͉ණྠϞ f ᑚཇ༉ઋ ൗ 8ൗ 34f DIRECTORS’ SERVICE CONTRACTS AND LETTERS OF APPOINTMENT Each of our executive Directors, except Ms. Wu Huating, has entered into a service contract with our Company on October 13, 2019, which is for an initial fixed term of three years commencing from October 13, 2019 and will continue automatically upon expiry of the fixed term. Ms. Wu Huating has entered into a service contract with the Company for an initial term of three years commencing from May 8, 2019 and will continue automatically upon expiry of the fixed term. We have issued letters of appointment to our non-executive Director and each of our independent non-executive Directors, except Mr. Wong Shun Tak, on October 13, 2023, which are for an initial fixed term of three years and will continue automatically upon expiry of the fixed term. Mr. Wong Shun Tak has entered into a letter of appointment with the Company for an initial term of three years commencing from September 8, 2025, and will continue automatically upon expiry of the fixed term. The service contracts and the letters of appointment are subject to termination in accordance with their respective terms. The service contracts are renewable in accordance with the Articles of Association and the applicable Listing Rules. Save as disclosed above, none of our Directors has entered into, or has proposed to enter into, a service contract with any member of our Group (other than contracts expiring or determinable by the employer within one year without the payment of compensation (other than statutory compensation)). DIRECTORS’ INTERESTS IN TRANSACTIONS, ARRANGEMENTS OR CONTRACTS OF SIGNIFICANCE Save as disclosed in the paragraph of “Connected Transactions and Continuing Connected Transactions” below and in this report, no Director has a material interest, either directly or indirectly, in any transaction, arrangement or contract of significance to the business of the Group to which the Company, any of its subsidiaries or fellow subsidiaries was a party during the Fiscal Year 2026 and up to the date of this report. MANAGEMENT CONTRACTS No contracts concerning the management and administration of the whole or any substantial part of the business of the Company were entered into or existed during the Fiscal Year 2026. EMOLUMENT POLICY The Remuneration Committee was set up for reviewing the Group’s emolument policy and structure of the Directors and senior management, having regard to the Group’s operating results, individual performance of the Directors and senior management and comparable market practices. Details of the emoluments of the Directors and the five highest paid individuals during the Fiscal Year 2026 are set out in notes 8 and 34 to the consolidated financial statements.
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DIRECTORS’ REPORT ԫึజѓ 51 江南布衣有限公司 二零二五╱二六年度報告 ྌ ൗ 8f ᜊਗ ɪ ΅˾j 03888ੂ Бԫf อɚཧɚʞ ϋɤ˜ɧɤɓ ˚ᗘ ຬᏍᅰο ঐ๕ ΅ʮ̡ٙԫdԨɚཧɚʬϋɞ˜ ɤɚ˚ ᐏ։ މɪ̹ʮ̡ୃ ˾ᇁj001312ዹͭԫf Ї͉జѓ˚ಂ˟d ୋ 13.51B(1) ૢЪ ᚣf RETIREMENT AND EMPLOYEE BENEFITS SCHEME Details of the retirement and employee benefits scheme of the Company are set out in note 8 to the consolidated financial statements. CHANGES OF INFORMATION IN RELATION TO THE DIRECTORS Mr. Wong Shun Tak resigned as an independent non-executive director of Kingsoft Corporation Limited, a company listed on the Main Board of the Stock Exchange (stock code: 03888), on March 26, 2026. Mr. Hu Huanxin resigned as a director of Wanbang Digital Energy Co., Ltd. on October 31, 2025, and was appointed as an independent director of Hangzhou Fuen Co., Ltd. (stock code: 001312), a company listed on the Shenzhen Stock Exchange, on August 12, 2026. Save as disclosed above, there was no other changes to any information in relation to any Director required to be disclosed pursuant to Rule 13.51B(1) of the Listing Rules during the Fiscal Year 2026 and up to the date of this report.
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DIRECTORS’ REPORT ԫึజѓ 52 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ΅ ࡑ ኹ ኽ ᗇՎʿಂૢԷ ᗇՎʿಂૢԷ ୋXVୋ 7ʿ8ج ່Ԉ ᗇՎʿಂૢԷ ୋXV΅ʿ ༈ഃ ኽ ᗇՎ ʿಂૢԷ ୋ352͉ʮ̡ʚ௪πʘ೮া̅d C3ɪ̹೯БɛԫආБᗇՎʹ ۆᛆ νɨj DIRECTORS’ AND CHIEF EXECUTIVE’S INTERESTS AND SHORT POSITIONS IN SHARES, UNDERLYING SHARES AND DEBENTURES As at June 30, 2026, the interests and short positions of the Directors and the chief executive of the Company in the shares, underlying shares and debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance (the “ SFO”)) which have been notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or which were recorded in the register required to be kept by the Company pursuant to Section 352 of the SFO or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (the “ Model Code ”) set out in Appendix C3 to the Listing Rules were as follows: Name of Directors Nature of Interests Number of Shares Percentage of Shareholding in the Company (%) Long Position/Short Position/Lending Pool Τሯ΅ᅰͦ ٙ ΅ϵʱˢ (%) Ŋ ΅ Mr. Wu Jian (1) Founder of a discretionary trust; Beneficiary of a trust; Spouse interest 318,458,000 59.72 Long position ю͛ (1)ৄ௴ͭɛi ৄաूɛi ৣਅᛆू ࡑ Ms. Li Lin (2) Founder of a discretionary trust; Beneficiary of a trust; Spouse interest 318,458,000 59.72 Long position ҽɾɻ (2)ৄ௴ͭɛi ৄաूɛi ৣਅᛆू ࡑ Ms. Wu Huating (3) Beneficial owner; Beneficiary of a trust 8,194,000 1.54 Long position юശణɾɻ (3) ྼूኹϞɛi ৄաूɛ ࡑ
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DIRECTORS’ REPORT ԫึజѓ 53 江南布衣有限公司 二零二五╱二六年度報告 ൗj (1) Wu Family Capital Limitedٜ Ϟ Ninth Capital Limited͉ d Ͼ Ninth Capital LimitedϞ͉ʮ̡ 154,477,000ৄɗ͟ю͛ ю Ninth Investment Limitedٙ ͉ኹϞྼूᛆूdϾ Ninth Investment LimitedϞ͉ʮ ̡163,981,000ҽɾ ΅ʕኹϞᛆूf Ninth Capital Limited ʿ Ninth Investment Limitedٙܵה154,477,000ʿ163,981,000΅ʕ ኹϞᛆूf (2) Li Family Capital Limitedટ Ϟ Ninth Investment Limited͉ d Ͼ Ninth Investment LimitedϞ͉ʮ̡ 163,981,000ৄɗ͟ Όᛆաूɛ̍ Ninth Capital Limited͉ኹϞྼूᛆूdϾ Ninth Capital Limitedܵ Ϟ͉ʮ̡ 154,477,000މ ΅ʕኹϞ Ninth Investment Limited ʿNinth Capital Limitedٙܵה163,981,000ʿ 154,477,000΅ʕኹϞ ᛆूf (3) ˸ɨධͦʕኹϞᛆूj (i)Ϟ͉ʮ̡ 5,944,000΅ ʿ(ii)΅ ΅͉ ʮ̡2,250,000൙ᄆf ɚཧɚʬϋʬ˜ɧɤ˚d฿ೌԫ ່Ԉ ᗇ ՎʿಂૢԷ ୋXVවᛆᗇʕdኹ ኽ ᗇՎʿಂૢԷ ୋXVୋ7ʿ8ึ͉ʮ̡ ܼ࣬ ٙ ኽ ᗇՎʿಂૢԷ ୋ352ૢ ึ͉ f ᛆл ɚཧ Դԫ̙ᔟᒅ වᛆᗇϾᐏлd˲Ԩ א18ɿɾᐏબʚОᛆл˸ ʊБ ԴО༈ഃᛆлf Notes: (1) Wu Family Capital Limited, a company wholly owned by the Wu Family Trust, directly holds the entire issued share capital of Ninth Capital Limited which in turn holds 154,477,000 shares of the Company. The Wu Family Trust is a discretionary trust established by Mr. Wu Jian (as the settlor), and its discretionary beneficiaries include Mr. Wu Jian, Ms. Li Lin and their children. Ms. Li Lin is beneficially interested in the entire issued share capital of Ninth Investment Limited, which in turn holds 163,981,000 shares of the Company. Pursuant to the SFO, Mr. Wu Jian, as the spouse of Ms. Li Lin, is deemed to be interested in the same number of shares in which Ms. Li Lin is interested. Accordingly, Mr. Wu Jian is deemed to be interested in the 154,477,000 shares and 163,981,000 shares held by Ninth Capital Limited and Ninth Investment Limited, respectively. (2) Li Family Capital Limited, a company wholly owned by the Li Family Trust, directly holds the entire issued share capital of Ninth Investment Limited which in turn holds 163,981,000 shares of the Company. The Li Family Trust is a discretionary trust established by Ms. Li Lin (as the settlor), and its discretionary beneficiaries include Ms. Li Lin, Mr. Wu Jian and their children. Mr. Wu Jian is beneficially interested in the entire issued share capital of Ninth Capital Limited which in turn holds 154,477,000 shares of the Company. Pursuant to the SFO, Ms. Li Lin, as the spouse of Mr. Wu Jian, was deemed to be interested in the same number of shares in which Mr. Wu Jian is interested. Accordingly, Ms. Li Lin is deemed to be interested in the 163,981,000 shares and 154,477,000 shares held by Ninth Investment Limited and Ninth Capital Limited, respectively. (3) Ms. Wu Huating is interested in (i) 5,944,000 shares of the Company held by her and (ii) restricted share units (“ RSUs”) representing 2,250,000 shares of the Company that were granted to her pursuant to the RSU Scheme, which are subject to the vesting schedule and performance targets or review. Save as disclosed above, as at June 30, 2026, none of the Directors or the chief executive of the Company had or was deemed to have any interest or short position in the shares, underlying shares or debentures of the Company or its associated corporations (within the meaning of Part XV of the SFO) that was required to be notified to the Company and the Stock Exchange pursuant to Divisions 7 and 8 of Part XV of the SFO (including interests and short positions which they were taken or deemed to have under such provisions of the SFO), or required to be recorded in the register required to be kept by the Company under Section 352 of the SFO, or as otherwise notified to the Company and the Stock Exchange pursuant to the Model Code. DIRECTORS’ RIGHTS TO ACQUIRE SHARES OR DEBENTURES Save as disclosed in this report, at no time during the Fiscal Year 2026 was the Company or any of its subsidiaries a party to any arrangement that would enable the Directors to acquire benefits by means of acquisition of shares in, or debentures of, the Company or any other body corporate, and none of the Directors or any of their spouses or children under the age of 18 were granted any right to subscribe for the equity or debentures of the Company or any other body corporate or had exercised any such right.
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DIRECTORS’ REPORT ԫึజѓ 54 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ᛆूʿ ࡑ ΅ʕኹ ኽ ᗇՎʿಂૢԷ ୋXVୋ2ʿ3מ ኽ ᗇՎʿಂૢԷ ୋ 336ૢʚ j ൗj (1) d Ninth Investment Limitedܵ Ϟ͉ʮ̡163,981,000ߒ30.75%fJTC Private Trust (Cayman) LimitedϞ Li Family Capital Limited͉f Li Family Capital Limited ϞNinth Investment Limitedҽ ɿɾ ৄ f ΪϤ d ҽɾɻ e JTC Private Trust (Cayman) Limited ʿLi Family Capital LimitedމNinth Investment Limited͉ʮ̡ 163,981,000΅ʕኹϞᛆूf (2) d Ninth Capital LimitedϞ͉ ʮ̡ 154,477,000ߒ28.97%f JTC Private Trust (Cayman) LimitedϞ Wu Family Capital Limited͉fWu Family Capital Limited ϞNinth Capital Limitedю Ό ৄfΪϤdю͛e JTC Private Trust (Cayman) Limited ʿWu Family Capital LimitedމNinth Capital Limited͉ʮ̡ 154,477,000΅ʕኹϞᛆूf SUBSTANTIAL SHAREHOLDERS’ INTERESTS AND SHORT POSITIONS IN SHARES AND UNDERLYING SHARES As at June 30, 2026, as far as the Directors are aware, the following persons (other than the Directors and chief executive of the Company) had interests or short positions in the shares or underlying shares of the Company which were required to be disclosed to the Company pursuant to the provisions of Divisions 2 and 3 of Part XV of the SFO, and which were required to be entered in the register maintained by the Company pursuant to Section 336 of the SFO: Name of Shareholders Nature of Interests Number of Shares Percentage of Shareholding in the Company (%) Long Position/Short Position/Lending Pool Τ၈ሯ΅ᅰͦ ٙ ΅ϵʱˢ (%) Ŋ ΅ JTC Private Trust (Cayman) Limited(1), (2) Trustee 318,458,000 59.72 Long position JTC Private Trust (Cayman) Limited(1), (2) աৄɛࡑ Li Family Capital Limited (1) Interest in a controlled corporation 163,981,000 30.75 Long position Li Family Capital Limited (1)ྠᛆूࡑ Ninth Investment Limited (1) Beneficial owner 163,981,000 30.75 Long position Ninth Investment Limited (1) ྼूኹϞɛࡑ Wu Family Capital Limited (2) Interest in a controlled corporation 154,477,000 28.97 Long position Wu Family Capital Limited (2)ྠᛆूࡑ Ninth Capital Limited (2) Beneficial owner 154,477,000 28.97 Long position Ninth Capital Limited (2) ྼूኹϞɛࡑ Notes: (1) As at June 30, 2026, to the best knowledge of the Directors, Ninth Investment Limited holds 163,981,000 shares of the Company, representing approximately 30.75% of the issued shares of the Company. JTC Private Trust (Cayman) Limited, as the trustee of the Li Family Trust, holds the entire issued share capital of Li Family Capital Limited. Li Family Capital Limited holds the entire issued share capital of Ninth Investment Limited. The Li Family Trust is a discretionary trust established by Ms. Li Lin (as the settlor), and its discretionary beneficiaries are Ms. Li Lin, Mr. Wu Jian and their children. Accordingly, each of Ms. Li Lin, JTC Private Trust (Cayman) Limited and Li Family Capital Limited is deemed to be interested in the 163,981,000 shares of the Company held by Ninth Investment Limited. (2) As at June 30, 2026, to the best knowledge of the Directors, Ninth Capital Limited holds 154,477,000 shares of the Company, representing approximately 28.97% of the issued shares of the Company. JTC Private Trust (Cayman) Limited, as the trustee of the Wu Family Trust, holds the entire issued share capital of Wu Family Capital Limited. Wu Family Capital Limited holds the entire issued share capital of Ninth Capital Limited. The Wu Family Trust is a discretionary trust established by Mr. Wu Jian (as the settlor), and its discretionary beneficiaries are Mr. Wu Jian, Ms. Li Lin and their children. Accordingly, each of Mr. Wu Jian, JTC Private Trust (Cayman) Limited and Wu Family Capital Limited is deemed to be interested in the 154,477,000 shares of the Company held by Ninth Capital Limited.
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DIRECTORS’ REPORT ԫึజѓ 55 江南布衣有限公司 二零二五╱二六年度報告 ה ኽ ᗇՎʿಂૢԷ ୋ XVୋ2ʿ3ᗇՎʿಂૢԷ ୋ336f ྌ ࢪࠇ d ΅ᐼᅰʔ൴ཀ 70,000,000ɚཧɚʬϋʬ˜ɧɤ˚ʊ ٙ13.1%ಂЇɚཧɚɘϋʬ˜ɧɤ˚˟d௵ ߒ2ϋ9ɚཧɓ̬ϋʞ˜ɤʬ˚ ɚཧɓɞϋɚ˜ɧ˚eɚཧɓɞϋʞ˜ɤ̬ ٙࠈࡌ ɚ ج ࣘD.ྌ — 1.ྌ ɓ ɚཧɓɞϋɚ˜ɧ˚eɚཧɓɞϋ ʞ˜ɤ̬˚eɚཧɓɘϋʞ˜ɞ˚ʿɚཧɚɚϋɞ˜ɧɤ ʮѓf ΅ ͉ʮ ̡11,776,040ɚཧɚʬ ߒ2.2%ྌ બʚ͉ණྠ89f͉ʮ̡ʊ։The Core Trust Company Limitedኽ ΅f ᓥ᙮ ྌj Save as disclosed above, as at June 30, 2026, the Directors were not aware of any persons (who were not Directors or chief executive of the Company) who had an interest or short position in the shares or underlying shares of the Company which would fall to be disclosed under Divisions 2 and 3 of Part XV of the SFO, or which would be required, pursuant to Section 336 of the SFO, to be entered in the register referred to therein. RESTRICTED SHARE UNIT SCHEME We have adopted the RSU Scheme in order to incentivize senior management, designers and key employees for their contribution to our Group and to attract and retain suitable personnel to enhance the development of our Group. The total number of shares under the RSU Scheme does not exceed 70,000,000 shares, i.e., 13.1% of the issued shares of the Company as at June 30, 2026, and is valid for a period up to June 30, 2029, with the remaining period of about 2 years and 9 months. The RSU Scheme was approved and adopted by the Board on May 16, 2014, and amended on February 3, 2018, May 14, 2018, May 8, 2019 and August 30, 2022, a summary of principal terms of which is set out in “Statutory and General Information — D. Share Incentive Scheme — 1. RSU Scheme” in Appendix IV of the prospectus (the “ Prospectus”) of the Company dated October 19, 2016, and the Company’s announcements dated February 3, 2018, May 14, 2018, May 8, 2019 and August 30, 2022. OUTSTANDING RSUS Prior to the Company’s shares listed on the Main Board of the Stock Exchange, RSUs in respect of an aggregate of 11,776,040 shares of the Company, representing approximately 2.2% of the issued shares of the Company as at June 30, 2026, had been granted to 89 RSU participants of the Group pursuant to the RSU Scheme. We have appointed The Core Trust Company Limited as the trustee to assist with the administration and vesting of RSUs granted pursuant to the RSU Scheme. There are sixteen vesting schedules under the RSU Scheme as at June 30, 2026: Date of Grant Purchase Price Vesting Schedule બ̈˚ಂ ᒅ൯ᄆڌ HK$) ಥ࿆ 1 (i) June 30, 2014 (ii) July 23, 2014 (iii) November 20, 2014 Nil Nil Nil the RSU participants shall vest as to 20%, 20%, 30% and 30% prior to August 31, 2015, 2016, 2017 and 2018, respectively 1 (i)ɚཧɓ̬ϋʬ˜ɧɤ˚ (ii) ɚཧɓ̬ϋɖ˜ɚɤɧ˚ (iii) ɚཧɓ̬ϋɤɓ˜ɚɤ˚ ೌ ೌ ೌ ʱйᓥ᙮ 20%e20%e30%ʿ30%
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DIRECTORS’ REPORT ԫึజѓ 56 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT Date of Grant Purchase Price Vesting Schedule બ̈˚ಂ ᒅ൯ᄆڌ HK$) ಥ࿆ 2 (i) May 16, 2014 (ii) December 1, 2014 (iii) March 9, 2015 (iv) September 10, 2015 Nil Nil Nil Nil the RSU participants shall vest as to 25%, 25%, 25% and 25% prior to August 31, 2016, 2017, 2018 and 2019, respectively 2 (i)ɚཧɓ̬ϋʞ˜ɤʬ˚ (ii) ɚཧɓ̬ϋɤɚ˜ɓ˚ (iii) ɚཧɓʞϋɧ˜ɘ˚ (iv)ɚཧɓʞϋɘ˜ɤ˚ ೌ ೌ ೌ ೌ ʱйᓥ᙮ 25%e25%e25%ʿ25% 3 (i) November 23, 2015 (ii) December 15, 2016 Nil Nil the RSU participants shall vest as to 25%, 25%, 25% and 25% prior to August 31, 2017, 2018, 2019 and 2020, respectively 3 (i)ɚཧɓʞϋɤɓ˜ɚɤɧ˚ (ii) ɚཧɓʬϋɤɚ˜ɤʞ˚ ೌ ೌ ʱйᓥ᙮ 25%e25%e25%ʿ25% 4 December 7, 2015 Nil the RSU participants shall vest as to 20%, 20%, 30% and 30% prior to August 31, 2017, 2018, 2019 and 2020, respectively 4 ɚཧɓʞϋɤɚ˜ɖ˚ ೌʱйᓥ᙮ 20%e20%e30%ʿ30% 5 (i) February 25, 2017 (ii) August 29, 2017 Nil Nil the RSU participants shall vest as to 25%, 25%, 25% and 25% prior to August 31, 2018, 2019, 2020 and 2021, respectively 5 (i)ɚཧɓɖϋɚ˜ɚɤʞ˚ (ii) ɚཧɓɖϋɞ˜ɚɤɘ˚ ೌ ೌ ʱйᓥ᙮ 25%e25%e25%ʿ25% 6 (i) February 3, 2018 (ii) May 14, 2018 (iii) August 28, 2018 3.20 3.20 Nil the RSU participants shall vest as to 20%, 20%, 20%, 20% and 20% prior to August 31, 2019, 2020, 2021, 2022 and 2023, respectively 6 (i)ɚཧɓɞϋɚ˜ɧ˚ (ii) ɚཧɓɞϋʞ˜ɤ̬˚ (iii) ɚཧɓɞϋɞ˜ɚɤɞ˚ 3.20 3.20 ೌ ɚཧɓɘϋeɚཧɚཧϋeɚཧɚɓϋeɚཧɚɚϋʿɚཧɚɧϋɞ˜ɧɤɓ˚ ʱйᓥ᙮ 20%e20%e20%e20%ʿ20% 7 (i) February 3, 2018 (ii) May 14, 2018 (iii) October 17, 2019 3.20 3.20 Nil the RSU participants shall vest as to 25%, 25%, 25% and 25% prior to August 31, 2020, 2021, 2022 and 2023, respectively 7 (i)ɚཧɓɞϋɚ˜ɧ˚ (ii) ɚཧɓɞϋʞ˜ɤ̬˚ (iii) ɚཧɓɘϋɤ˜ɤɖ˚ 3.20 3.20 ೌ ʱйᓥ᙮ 25%e25%e25%ʿ25% 8 February 3, 2018 3.20 the RSU participants shall vest as to 1/3, 1/3 and 1/3 prior to August 31, 2021, 2022 and 2023, respectively 8 ɚཧɓɞϋɚ˜ɧ˚ 3.20ɚཧɚɓϋeɚཧɚɚϋʿɚཧɚɧϋɞ˜ɧɤɓ˚ʱйᓥ᙮ 1/3e1/3ʿ1/3
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DIRECTORS’ REPORT ԫึజѓ 57 江南布衣有限公司 二零二五╱二六年度報告 Date of Grant Purchase Price Vesting Schedule બ̈˚ಂ ᒅ൯ᄆڌ HK$) ಥ࿆ 9 (i) May 8, 2019 (ii) July 9, 2019 (iii) October 17, 2019 3.20 Nil 3.20 the RSU participants shall vest as to 20%, 20%, 20%, 20% and 20% prior to August 31, 2020, 2021, 2022, 2023 and 2024, respectively 9 (i)ɚཧɓɘϋʞ˜ɞ˚ (ii) ɚཧɓɘϋɖ˜ɘ˚ (iii) ɚཧɓɘϋɤ˜ɤɖ˚ 3.20 ೌ 3.20 ɚཧɚཧϋeɚཧɚɓϋeɚཧɚɚϋeɚཧɚɧϋʿɚཧɚ̬ϋɞ˜ɧɤɓ˚ ʱйᓥ᙮ 20%e20%e20%e20%ʿ20% 10 July 9, 2019 Nil the RSU participants shall vest as to 50% and 50% prior to August 31, 2020 and 2021, respectively 10 ɚཧɓɘϋɖ˜ɘ˚ ೌʱйᓥ᙮ 50%ʿ50% 11 October 17, 2019 3.20 the RSU participants shall vest as to 15.6%, 21.1%, 21.1%, 21.1% and 21.1% prior to August 31, 2020, 2021, 2022, 2023 and 2024, respectively 11 ɚཧɓɘϋɤ˜ɤɖ˚ 3.20ɚཧɚཧϋeɚཧɚɓϋeɚཧɚɚϋeɚཧɚɧϋʿɚཧɚ̬ϋɞ˜ɧɤɓ˚ ʱйᓥ᙮ 15.6%e21.1%e21.1%e21.1% ʿ21.1% 12 October 29, 2021 3.20 the RSU participants shall vest as to 25%, 25%, 25% and 25% prior to August 31, 2022, 2023, 2024 and 2025, respectively 12 ɚཧɚɓϋɤ˜ɚɤɘ˚ 3.20ʱйᓥ᙮ 25%e25%e25%ʿ25% 13 August 30, 2022 3.20 the RSU participants shall vest as to 25%, 25%, 25% and 25% prior to August 31, 2023, 2024, 2025 and 2026, respectively 13 ɚཧɚɚϋɞ˜ɧɤ˚ 3.20ʱйᓥ᙮ 25%e25%e25%ʿ25% 14 September 7, 2023 3.20 the RSU participants shall vest as to 25%, 25%, 25% and 25% prior to August 30, 2024, 2025, 2026 and 2027, respectively 14 ɚཧɚɧϋɘ˜ɖ˚ 3.20ɚཧɚ̬ϋeɚཧɚʞϋeɚཧɚʬ ϋʱйᓥ᙮ 25%e 25%e25%ʿ25% 15 September 6, 2024 3.20 the RSU participants shall vest as to 25%, 25%, 25% and 25% prior to August 31, 2025, 2026, 2027 and 2028, respectively 15 ɚཧɚ̬ϋɘ˜ʬ˚ 3.20ʱйᓥ᙮ 25%e25%e25%ʿ25% 16 September 29, 2025 3.20 the RSU participants shall vest as to 25%, 25%, 25% and 25% prior to August 31, 2026, 2027, 2028 and 2029, respectively 16 ɚཧɚʞϋɘ˜ɚɤɘ˚ 3.20ʱйᓥ᙮ 25%e25%e25%ʿ25%
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DIRECTORS’ REPORT ԫึజѓ 58 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT d ྌආБ ᓥ᙮f Փ Փf d 7,120,000Փ ΅ʊબ̈d 7,361,000 ΅΅ʊБԴd 100,000 ΅ա ΅ ʊӚϗd฿ೌՓɚཧɚʬϋ ʬ˜ɧɤ˚dΥ 21,652,800΅͊ᐏБԴf ྌʊ ɚཧɚʬϋʬ˜ɧɤ˚ d Υ 20,395,000΅ у20,395,000΅ ʊબʚ͉ʮ ̡ᗫஹɛɻdՉʕબʚԫ 17,000,000΅ Չʕ 5,000,000 ΅ʊൗቖ f Unless the Company shall otherwise determine and so notify the RSU participants in writing, the RSU participants shall vest following their respective vesting schedules described above. There is no limit of maximum entitlement of RSUs for each RSU participant under the RSU Scheme. During the year ended June 30, 2026, 7,120,000 RSUs have been granted, 7,361,000 RSUs have been exercised, 100,000 RSUs have been forfeited and no RSU was cancelled. As at June 30, 2026, there were a total of 21,652,800 RSUs outstanding. The following is a summary table showing details of the RSUs granted under the RSU Scheme as at June 30, 2026. As at June 30, 2026, a total of 20,395,000 RSUs, representing 20,395,000 shares, were granted to the connected persons of the Company, among which 17,000,000 RSUs were granted to a Director (of which 5,000,000 RSUs were cancelled). Name or Category of Participants Date of Grant As at July 1, 2025 Outstanding Year ended June 30, 2026 As at June 30, 2026 Outstanding ᗳй બ̈˚ಂ ɚཧɚʞϋ ɖ˜ɓ˚ ͊БԴܓ ɚཧɚʬϋ ʬ˜ɧɤ˚ ͊БԴ Granted Exercised Cancelled Forfeited ʊબ̈ ʊБԴ ʊൗቖ ʊӚϗ Director ԫ Ms. Wu Huating October 29, 2021 750,000 — 750,000 — — — юശణɾɻ ɚཧɚɓϋɤ˜ɚɤɘ˚ August 30, 2022 500,000 — 250,000 — — 250,000 ɚཧɚɚϋɞ˜ɧɤ˚ September 7, 2023 750,000 — 250,000 — — 500,000 ɚཧɚɧϋɘ˜ɖ˚ September 6, 2024 2,000,000 — 500,000 — — 1,500,000 ɚཧɚ̬ϋɘ˜ʬ˚ Subtotal 4,000,000 — 1,750,000 — — 2,250,000 ࠇ Total of the five highest paid individuals (other than Directors) for the current fiscal year ݁ ʞΤ௰৷ᑚཇ ࠇ October 29, 2021 512,500 — 512,000 — — — ɚཧɚɓϋɤ˜ɚɤɘ˚ August 30, 2022 675,000 — 266,000 — — 409,000 ɚཧɚɚϋɞ˜ɧɤ˚ September 7, 2023 2,137,500 — 600,000 — — 1,537,500 ɚཧɚɧϋɘ˜ɖ˚ September 6, 2024 2,000,000 — 375,000 — — 1,625,000 ɚཧɚ̬ϋɘ˜ʬ˚ September 29, 2025 — 2,350,000 — — — 2,350,000 ɚཧɚʞϋɘ˜ɚɤɘ˚ Subtotal 5,325,000 2,350,000 1,753,500 — — 5,921,500 ࠇ
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DIRECTORS’ REPORT ԫึజѓ 59 江南布衣有限公司 二零二五╱二六年度報告 ΅БԴ˚ಂ މߒ19.48 ಥʩf ᄆ f ΅બ̈˚ಂ މߒ18.53 ಥʩf ࠽ ٰ12.53મ ൗ 24ൗ 36f ཫಂवπଟ ཫ ٰ ᕘf ୃન㢈ᙄ ϋ ୃન㢈ᙄf Name or Category of Participants Date of Grant As at July 1, 2025 Outstanding Year ended June 30, 2026 As at June 30, 2026 Outstanding ᗳй બ̈˚ಂ ɚཧɚʞϋ ɖ˜ɓ˚ ͊БԴܓ ɚཧɚʬϋ ʬ˜ɧɤ˚ ͊БԴ Granted Exercised Cancelled Forfeited ʊબ̈ ʊБԴ ʊൗቖ ʊӚϗ Other participants July 9, 2019 26,000 — — — — 26,000 ٫ɚཧɓɘϋɖ˜ɘ˚ October 29, 2021 1,160,000 — 855,000 — — 305,000 ɚཧɚɓϋɤ˜ɚɤɘ˚ August 30, 2022 2,360,300 — 925,000 — — 1,435,300 ɚཧɚɚϋɞ˜ɧɤ˚ September 7, 2023 4,202,500 — 1,160,000 — — 3,042,500 ɚཧɚɧϋɘ˜ɖ˚ September 6, 2024 4,920,000 — 917,500 — 100,000 3,902,500 ɚཧɚ̬ϋɘ˜ʬ˚ September 29, 2025 — 4,770,000 — — — 4,770,000 ɚཧɚʞϋɘ˜ɚɤɘ˚ Subtotal 12,668,800 4,770,000 3,857,500 — 100,000 13,481,300 ࠇ Total 21,993,800 7,120,000 7,361,000 — 100,000 21,652,800 ᐼᅰ The weighted average closing price of the shares of the Company immediately before the dates on which the RSUs were exercised during the Fiscal Year 2026 was approximately HK$19.48. The exercise price of the RSUs is determined by the Board at such price as it considers fair and reasonable. The closing price of the shares of the Company immediately before the dates on which the RSUs were granted during the Fiscal Year 2026 was approximately HK$18.53. The fair value of RSUs granted on September 29, 2025 is approximately HK$12.53 per share. Details of the fair value of RSUs at the time of grant and the accounting policies adopted are set out in note 24 and note 36 to the consolidated financial statements. EXPECTED RETENTION RATE OF GRANTEES The Group estimates the expected yearly percentage of grantees that will stay within the Group at the end of vesting periods of RSUs in order to determine the amount of share-based compensation expenses charged to the consolidated statement of comprehensive income. EQUITY/hyphen.caseLINKED AGREEMENT There was no equity-linked agreement entered into by the Company or any of its subsidiaries in the Fiscal Year 2026 or subsisted at the end of the year.
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DIRECTORS’ REPORT ԫึజѓ 60 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ͉ᗇՎ ɓছબ ΅ 18.78ʬΤ ৣɛৣਯ 14,535,000࠽ٰࠦ0.01 ৣ ΅ۜ ਗ ಛ ߒ މ270.0މߒ18.58 i)i (ii)೯ҳ༟˸ආɓ ɢiʿ (iii)ɚ ೯Бૢಛᔾ ΅ 20.64 ಥʩf ᛙΫɪ̹ᗇՎ ٰ ߒ130.2 ϵຬಥʩίᑌʹ ᒅɝ 6,439,000΅ʚေ፯ਞၾ ᛙΫ ɚཧ ΅f Ꮄᒅ൯ᛆ ධɨԨೌᎴᒅ൯ᛆૢ˖d ΅f ፕ dҽɾɻʿю͛ ۰ ፕɛա ኽ ኽፕɛ ־ ᛆू ʮ̡ৰ̮ ஷཀ ʮ̡ Չ ༈ഃุ eΥྫɛe ISSUE OF EQUITY SECURITIES On January 30, 2026, the Company completed the placing of 14,535,000 new ordinary shares of nominal value of HK$0.01 each (the “ Placing Shares ”) for cash to not fewer than six placees at a placing price of HK$18.78 per Placing Share pursuant to the general mandate granted to the Directors. The Placing was undertaken to further broaden the Shareholder base by attracting certain high-quality institutional investors, further enhance the liquidity of the shares and support the healthy and sustainable development of the Company. The Net Proceeds from the Placing, after deducting all applicable costs and expenses, including commission and levies, amounted to approximately HK$270.0 million, representing a net price of approximately HK$18.58 per Placing Share, and are intended to be used for (i) strengthening our brand business development; (ii) investment in research and development efforts to further enhance our comprehensive market competitiveness; and (iii) general corporate purposes. The closing price of the shares as quoted on the Stock Exchange on January 22, 2026, being the date on which the terms of the issue, including the placing price, were fixed, was HK$20.64 per share. PURCHASE, SALE OR REDEMPTION OF LISTED SECURITIES During the Fiscal Year 2026, save as the trustee of the RSU Scheme purchased a total of 6,439,000 shares of the Company with HK$130.2 million at the Stock Exchange pursuant to rules of the RSU Scheme and terms of the trust in order to grant shares to selected participants, none of the Company or any of its subsidiaries has purchased, sold or redeemed any of the Company’s listed securities (including sale of treasury shares, if any). As at June 30, 2026, the Company did not hold any treasury shares. PRE/hyphen.caseEMPTIVE RIGHTS There is no provision for the pre-emptive rights under the Articles of Association and the laws of the Cayman Islands, which would oblige the Company to offer new shares on a pro-rata basis to existing Shareholders. NON/hyphen.caseCOMPETITION UNDERTAKING To safeguard our Group from any potential competition, each of Ms. Li Lin and Mr. Wu Jian (the “ Covenantors ”) has entered into a deed of non-competition (the “Deed of Non-Competition ”) in favour of our Company on October 13, 2016 pursuant to which the Covenantors have unconditionally, irrevocably and jointly and severally undertaken with our Group that they shall not (except through the Group and any investment or interests held through the Group), and shall procure that his/her close associates (other than any member of our Group) shall not, during the Restricted Period (as defined in the Prospectus), directly or indirectly (including through nominees), either on his/her own account or in conjunction with or on behalf of any person, firm or company, among other things, invest in, participate in, engage in and/or operate or be interested in (in each case whether as a
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DIRECTORS’ REPORT ԫึజѓ 61 江南布衣有限公司 二零二五╱二六年度報告 ٙࠑה ̙ঐᘩ f ᗫ ፕ f ࣘ dԨ ኽf ᛆू ഃ ̙ঐ ุਕʕኹϞОᛆूf ᒀе ᚣνɨj ᚃᙄ ʮ̡ ༀɛю ͛ʿҽɾɻ ɛኽɪ̹ ୋ 14A͉ʮ̡ᗫஹɛɻf ɚ ͟ ɪ̹˚ಂৎЇɚཧɓɘϋʬ˜ɧɤ˚˟f ʮ̡ ᑌϓശՙʮ̡ ֠ ၪණྠ֠ މ dІɚཧɓɘϋɖ˜ɓ˚ৎЇɚཧɚɚ ʊʱй ɚཧɚɚϋʞ˜ɚɤ̬˚eɚཧɚ̬ϋʬ˜ɧ˚ʿɚཧ ɚཧ ᚃᙄ shareholder, partner, agent, employee or otherwise) any business which competes or is likely to compete, directly or indirectly, with the existing businesses of any member of our Group described in the Prospectus. For details of the Deed of Non-Competition, please see “Non-Competition Undertaking” under the section headed “Relationship with Our Controlling Shareholders” in the Prospectus. Based on the information and confirmation provided by the controlling Shareholders, the independent non-executive Directors have reviewed the implementation of non-competition undertaking during the Fiscal Year 2026, and are satisfied that the controlling Shareholders have complied with the Deed of Non-Competition. DIRECTORS’ INTEREST IN COMPETING BUSINESS Save as disclosed in this report, none of the Directors or their associates had any interest in any business which directly or indirectly compete or may compete with the businesses of our Group during the Fiscal Year 2026. CONNECTED TRANSACTIONS AND CONTINUING CONNECTED TRANSACTIONS CONTINUING CONNECTED TRANSACTIONS For the year ended June 30, 2026, the non-exempt continuing connected transactions conducted by the Group were described as follows: FRAMEWORK APPAREL MANUFACTURING RENEWAL AGREEMENTS Hangzhou Shangwei Apparel Co., Ltd.* (ʮ̡ ) (“Shangwei Apparel”) is an entity controlled by the founders of the Company, Mr. Wu Jian and Ms. Li Lin (the “ Founders”), thus, pursuant to Chapter 14A of the Listing Rules, Shangwei Apparel is a connected person of the Company. We entered into a framework apparel manufacturing agreement on December 25, 2015 and amended on June 13, 2016 with Shangwei Apparel, pursuant to which Shangwei Apparel, together with its subsidiary, manufacture apparel for us. The term of the apparel manufacturing agreement is from the Listing Date to June 30, 2019. On February 27, 2019, Hangzhou Liancheng Huazhuo Industrial Co., Ltd.*ψᑌϓ ʮ̡ (“ Liancheng Huazhuo ”) entered into a new framework apparel manufacturing agreement with Shangwei Apparel and Hangzhou New Shangwei Finery Co., Ltd. (“ Shangwei Group ”), pursuant to which Liancheng Huazhuo, and Shangwei Group agreed to renew the previous framework apparel manufacturing agreement and Shangwei Group agreed to manufacture apparel products for us for a term of three years commencing from July 1, 2019 and ended on June 30, 2022. The term of above apparel manufacturing agreement was renewed on May 24, 2022, June 3, 2024 and June 12, 2026 respectively. Pursuant to the agreement
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DIRECTORS’ REPORT ԫึజѓ 62 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ᙄ ᚃᙄ d ᚃdІɚཧɚ̬ϋɖ˜ɓ˚ৎЇɚཧɚʬϋʬ ಂՇϋf ᚃɚ ͭᙄ ɚཧɚʬϋ ᚃᙄІɚཧɚʬϋɖ˜ɓ ˚ৎЇɚཧɚɞϋʬ˜ɧɤ˚ ˟ಂՇϋf ࿚Їɚཧɚʬϋeɚཧɚɖϋʿɚ ɛ͏࿆ 40.0ϵຬʩeɛ ͏࿆ 35.0ϵຬʩձɛ͏࿆ 30.0ϵຬʩf࿚Їɚཧɚʬϋʬ ɛ͏࿆ 23.2f ͭɚཧ ༀ͛ପᙄ ༀ͛ପ ᙄༀ dІɚཧɚʬϋɖ˜ɓ˚ৎЇ ಂՇϋf ࿚Їɚཧɚɖϋʿɚཧɚɞϋʬ˜ ɛ͏࿆5.0ϵຬʩձɛ͏࿆10.0ϵຬʩf ɚཧɓɘϋɚ˜ɚɤɖ ˚eɚཧɚɚϋʞ˜ɚɤ̬˚eɚཧɚ̬ϋʬ˜ɧ˚ʿɚ ʮѓf ᅵВ̮̍ᙄ ɚ ਕᙄdኽ ਕ ͟ɪ̹˚ಂৎЇɚཧɓɘϋʬ˜ɧɤ˚˟f ࠈ ̺В މ ༀdІɚཧɓɘϋɖ˜ɓ˚ ༀ ɚཧɚɚϋʞ˜ɚɤ̬˚eɚཧɚ̬ϋʬ ݖ࣪ ᙄ ۜ ᚃᙄᚃdІɚཧɚ̬ϋɖ˜ɓ˚ ಂՇϋf entered into by Liancheng Huazhuo and Shangwei Apparel on June 3, 2024 to renew the 2022 Framework Apparel Manufacturing Renewal Agreement (“ 2024 Framework Apparel Manufacturing Renewal Agreement ”), the term was renewed for two years commencing from July 1, 2024 and ending on June 30, 2026. On June 12, 2026, Liancheng Huazhuo and Shangwei Apparel renewed the 2024 Framework Apparel Manufacturing Renewal Agreement and entered into an agreement (“ 2026 Framework Apparel Manufacturing Renewal Agreement ”) for a term of two years commencing from July 1, 2026 and ending on June 30, 2028. The annual caps for such transactions are RMB40.0 million, RMB35.0 million and RMB30.0 million for the years ended/ending June 30, 2026, 2027 and 2028, respectively. For the year ended June 30, 2026, the total fee for apparel manufacturing actually payable was approximately RMB23.2 million, without exceeding the annual cap for such transactions. On June 12, 2026, Huipu Apparel entered into the 2026 New Framework Apparel Manufacturing Agreement (“ 2026 New Framework Apparel Manufacturing Agreement”) with Shangwei Apparel. Pursuant to the 2026 New Framework Apparel Manufacturing Agreement, Shangwei Apparel agreed to manufacture apparel products for the Group for a term of two years commencing from July 1, 2026 and ending on June 30, 2028. The annual caps for such transactions are RMB5.0 million and RMB10.0 million for the years ending June 30, 2027 and 2028 , respectively. For more details, please see the announcements of the Company regarding connected transactions and continuing connected transactions dated February 27, 2019, May 24, 2022, June 3, 2024 and June 12, 2026. SAMPLE OUTSOURCING AGREEMENT On May 30, 2015, we entered into a framework sample outsourcing service agreement and amended on October 13, 2016 with Hangzhou JNBY, pursuant to which Hangzhou JNBY agreed to provide samples manufacturing service for us. The term of the service is from the Listing Date to June 30, 2019. On February 27, 2019, Liancheng Huazhuo entered into new framework sample apparel agreement with Hangzhou JNBY, pursuant to which Liancheng Huazhuo and Hangzhou JNBY agreed to renew the framework sample outsourcing service agreement, and Hangzhou JNBY agreed to manufacture and provide sample apparel for our designs for a term of three years commencing from July 1, 2019 and ended on June 30, 2022. The term of above sample apparel agreement was renewed on May 24, 2022, June 3, 2024 and June 12, 2026, respectively. Pursuant to the agreement entered into by Liancheng Huazhuo and Hangzhou JNBY on June 3, 2024 to renew the 2022 Framework Sample Apparel Renewal Agreement (“ 2024 Framework Sample Apparel Renewal Agreement ”), the term was renewed for two years commencing from July 1, 2024 and ending on June 30, 2026.
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DIRECTORS’ REPORT ԫึజѓ 63 江南布衣有限公司 二零二五╱二六年度報告 ࠠ ͭᙄ ɚཧɚʬ ᚃᙄІɚཧɚʬϋɖ˜ ɓ˚ৎЇɚཧɚɞϋʬ˜ɧɤ˚ ˟ಂՇϋf ࿚Їɚཧɚʬϋeɚཧɚɖϋʿɚ ɛ͏࿆ 40.0ϵຬʩeɛ ͏࿆ 40.0ϵຬʩձɛ͏࿆ 40.0࿚Їɚཧɚʬϋ ɛ͏ ࿆30.2f ɚཧɓɘϋɚ˜ɚɤɖ ˚eɚཧɚɚϋʞ˜ɚɤ̬˚eɚཧɚ̬ϋʬ˜ɧ˚ʿɚ ʮѓf ਖ਼ᐄᛆᙄ ʮ̡ Ҧͭɓ΅ਖ਼ᐄᛆᙄdኽϤdᅆ ʕ ψ̹Гಳਜ˂ͦʆ༩ 398፬ʮᅽʿၝΥᖵஔ ʮ ˂ͦԢཧਯุਕdಂ މ ɚཧɚɧϋɘ˜ɧɤ˚˟d ɓ΅ਖ਼ᐄᛆᙄf Ҧ ਬɓʿዹ ̺В +ίϤᐄՉཧ Іɚཧɚɧϋɖ˜ɓ˚ৎЇɚཧɚ̬ϋʬ˜ ͭ˸ɨᙄj • ਖ਼ᐄᛆᙄ (JNBY Membership Store)۬ Ҧ ͭɚཧɚ̬ϋਖ਼ᐄᛆᙄ (JNBY Membership Store) ɚཧɚ̬ϋਖ਼ᐄᛆ ᙄ(JNBY Membership Store)ࡰ ਬ ุᐄ JNBY Membership Storeࡰ Іɚཧɚ̬ϋɖ˜ɓ˚ৎЇɚཧɚʬϋ ಂՇϋf On June 12, 2026, Liancheng Huazhuo and Hangzhou JNBY renewed the 2024 Framework Sample Apparel Renewal Agreement and entered into an agreement (“2026 Framework Sample Apparel Renewal Agreement ”) for a term of two years commencing from July 1, 2026 and ending on June 30, 2028. The annual caps for such transactions are RMB40.0 million, RMB40.0 million and RMB40.0 million for the years ended/ending June 30, 2026, 2027 and 2028, respectively. For the year ended June 30, 2026, the total fee for outsourcing service actually payable was approximately RMB30.2 million, without exceeding the annual cap for such transactions. For more details, please see the announcements of the Company regarding connected transactions and continuing connected transactions dated February 27, 2019, May 24, 2022, June 3, 2024 and June 12, 2026. CONCESSION AGREEMENTS On May 24, 2022, JNBY Finery entered into a concession agreement with Huizhan Technology (Hangzhou) Co., Ltd.* (ʮ̡ ) (“ Huizhan Technology”), pursuant to which Huizhan Technology granted concession to us with the sole and exclusive right to operate retail business of the Group’s brands at specified premises in the office building and art park complex located at 398 Tianmushan Road, Xihu District, Hangzhou, Zhejiang Province, China ( ψ̹Гಳਜ˂ͦʆ༩398) (“OōEli Complex ”) with a term of two years commencing from July 1, 2022 and ended on June 30, 2024. This concession agreement has been terminated and consolidated into a concession agreement with Huizhan Technology on September 30, 2023. On December 23, 2022, JNBY Finery entered into a concession agreement with Huizhan Technology, pursuant to which Huizhan Technology granted concession to us with the sole and exclusive right to operate retail business of the Group’s brands at specified premises in the OōEli Complex and to operate its retail businesses thereat as the “ JIANGNANBUYI+” multi-brand collection store with a term of one year commencing from July 1, 2023 and ended on June 30, 2024. Since then, the following agreements had been entered into: • Concession Agreement (JNBY Membership Store) On June 3, 2024, JNBY Finery entered into the 2024 Concession Agreement (JNBY Membership Store) (“ 2024 Concession Agreement (JNBY Membership Store)”) with Huizhan Technology, pursuant to which Huizhan Technology granted to us the sole and exclusive right to operate retail business for the Group to operate the “ JNBY Membership Store” at specified premises in the OōEli Complex for a term of two years starting from July 1, 2024 and ending on June 30, 2026.
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DIRECTORS’ REPORT ԫึజѓ 64 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ߅࢝ ᚃɚཧɚ̬ϋਖ਼ᐄᛆᙄ (JNBY Membership Store) ɚཧɚʬϋਖ਼ᐄᛆ ᙄ(JNBY Membership Store)ࡰ dІɚཧɚʬϋɖ˜ɓ˚ৎЇɚཧ ɚɞϋʬ˜ɧɤ˚ ˟ಂՇϋf ࿚Їɚཧɚʬϋeɚཧɚɖ ɛ͏࿆ 5.0 ϵຬʩeɛ͏࿆ 5.0ϵຬʩձɛ͏࿆ 6.0ϵຬʩf࿚Ї d༈ᙄධɨྼყᏐ ɛ͏࿆ 2.2ϵຬʩdԨೌ൴གྷ༈ഃʹ f • ਖ਼ᐄᛆᙄ(jnby by JNBY) Ҧ ͭɚཧɚ̬ϋਖ਼ᐄᛆᙄ (jnby by JNBY) ɚཧ ɚ̬ϋਖ਼ᐄᛆᙄ (jnby by JNBY)߅࢝ ᛆлdԶ͉ ุᐄՉ jnby by JNBYۜ Іɚཧɚ̬ϋɖ˜ɓ˚ৎЇɚཧ ಂՇϋf ࿚Їɚཧɚʬϋʬ˜ɧɤ˚ ɛ͏࿆ 0.6ϵຬʩ f ࿚Їɚཧɚʬϋʬ˜ މߒ ɛ͏࿆ 0.1f • ਖ਼ᐄᛆᙄ(POMME DE TERRE) ᇻ৵ Ҧ ͭɚཧɚ̬ϋਖ਼ᐄᛆᙄ (POMME DE TERRE)ᇻ ৵ ɚཧɚ̬ϋਖ਼ᐄᛆᙄ(POMME DE TERRE) ᇻ৵ᐄཧਯุਕ ุ ᐄՉ POMME DE TERREཧਯ Іɚཧɚ̬ϋɖ˜ɓ˚ৎЇɚཧɚʬϋʬ ಂՇϋf ࿚Їɚཧɚʬϋʬ˜ɧɤ˚ ɛ͏࿆ 0.4ϵຬʩ f ࿚Їɚཧɚʬϋʬ˜ މߒ ɛ͏࿆ 0.1f On June 12, 2026, JNBY Finery and Huizhan Technology renewed the 2024 Concession Agreement (JNBY Membership Store) (“ 2026 Concession Agreement (JNBY Membership Store) ”) for a term of two years commencing from July 1, 2026 and ending on June 30, 2028. The annual caps for such transactions are RMB5.0 million, RMB5.0 million and RMB6.0 million for the years ended/ending June 30, 2026, 2027 and 2028, respectively. For the year ended June 30, 2026, the total fee actually payable under such agreement was approximately RMB2.2 million, without exceeding the annual cap for such transactions. • Concession Agreement (jnby by JNBY) On June 3, 2024, JNBY Finery entered into the 2024 Concession Agreement (jnby by JNBY) (“ 2024 Concession Agreement (jnby by JNBY) ”) with Huizhan Technology, pursuant to which Huizhan Technology granted to us the sole and exclusive right to operate retail business for the Group to operate the retail store of its brand “jnby by JNBY” at specified premises in the OōEli Complex for a term of 2 years starting from July 1, 2024 and ending on June 30, 2026. The annual cap for such transactions are RMB0.6 million for the year ended June 30, 2026. For the year ended June 30, 2026, the total fee actually payable under such agreement was approximately RMB0.1 million, without exceeding the annual cap for such transactions. • Concession Agreement (POMME DE TERRE) On June 3, 2024, JNBY Finery entered into the 2024 Concession Agreement (POMME DE TERRE) (“ 2024 Concession Agreement (POMME DE TERRE) ”) with Huizhan Technology, pursuant to which Huizhan Technology granted to us the sole and exclusive right to operate retail business for the Group to operate the retail store of its brand “POMME DE TERRE” at specified premises in the OōEli Complex for a term of 2 years starting from July 1, 2024 and ending on June 30, 2026. The annual cap for such transactions are RMB0.4 million for the year ended June 30, 2026. For the year ended June 30, 2026, the total fee actually payable under such agreement was approximately RMB0.1 million, without exceeding the annual cap for such transactions.
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DIRECTORS’ REPORT ԫึజѓ 65 江南布衣有限公司 二零二五╱二六年度報告 • ਖ਼ᐄᛆᙄ(B1OCK) ͭ ɚཧɚ̬ϋਖ਼ᐄᛆᙄ (B1OCK)ɚཧɚ̬ϋਖ਼ᐄ ᛆᙄ (B1OCK)ᐄ ٙ ุᐄՉ B1OCKІɚ ཧɚ̬ϋɤɚ˜ɤɧ˚ৎЇɚཧɚʬϋʬ˜ɧɤ˚ ˜f ᚃ ɚཧɚ̬ϋਖ਼ᐄᛆᙄ (B1OCK)ɚཧɚʬϋਖ਼ᐄ ᛆᙄ (B1OCK)Іɚཧɚʬϋɖ˜ɓ ಂՇϋf ࿚Їɚཧɚʬϋeɚཧɚɖ ɛ͏࿆ 10.0 ϵຬʩeɛ͏࿆ 12.0ϵຬʩձɛ͏࿆ 14.0 ϵຬʩf࿚ ኽ༈ᙄྼყ ɛ͏࿆ 7.9ϵຬʩdԨೌ൴གྷ༈ഃ f ɚཧɚɚϋʞ ˜ɚɤ̬˚ e ɚཧɚɚϋɤɚ˜ɚɤɧ˚ e ɚཧ ɚ̬ϋʬ˜ɧ˚eɚཧɚ̬ϋɤɚ˜ɤɧ˚ʿɚཧ ٙ ʮѓf ᙄ ࠈ ᙄdኽϤd͉ණྠ̙ Шʔ ࠢ ಂ Շϋf ᚃ ᙄ Ԩͭ ᙄ ᙄІɚཧɚ̬ϋɖ˜ɓ˚ৎЇɚཧɚʬϋʬ ಂՇϋf ࠠ ࠈ ͭᙄ ᙄІɚཧɚʬϋɖ˜ɓ˚ৎЇɚཧɚɞϋʬ ಂՇϋf • Concession Agreement (B1OCK) On December 13, 2024, OōEli entered into the 2024 Concession Agreement (B1OCK) (“ 2024 Concession Agreement (B1OCK) ”) with Huizhan Technology, pursuant to which Huizhan Technology granted to us the sole and exclusive right to operate retail business for the Group to operate the retail store of its brand “B1OCK” at specified premises in the OōEli Complex for a term of 19 months starting from December 13, 2024 and ending on June 30, 2026. On June 12, 2026, OōEli and Huizhan Technology renewed the 2024 Concession Agreement (B1OCK) (“ 2026 Concession Agreement (B1OCK) ”) for a term of two years commencing from July 1, 2026 and ending on June 30, 2028. The annual caps for such transactions are RMB10.0 million, RMB12.0 million and RMB14.0 million for the years ended/ending June 30, 2026, 2027 and 2028, respectively. For the year ended June 30, 2026, the total fee actually payable under such agreement was approximately RMB7.9 million, without exceeding the annual cap for such transactions. For more details, please see the announcements of the Company regarding connected transactions and continuing connected transactions dated May 24, 2022, December 23, 2022, June 3, 2024, December 13, 2024 and June 12, 2026. MULTI/hyphen.casePURPOSE SPACE FRAMEWORK AGREEMENT On May 24, 2022, JNBY Finery entered into a multi-purpose space framework agreement with Huizhan Technology, pursuant to which the Group may use the multi-purpose open space at the OōEli Complex from time to time for various purposes, including but not limited to hosting promotional activities, organizing fashion shows and housing other events with a term of two years commencing from July 1, 2022 and expired on June 30, 2024. On June 3, 2024, JNBY Finery and Huizhan Technology renewed the 2022 OōEli Multi-purpose Space Framework Agreement and entered into an agreement (“ 2024 OōEli Multi-purpose Space Framework Agreement ”) for a term of two years commencing from July 1, 2024 and ending on June 30, 2026. On June 12, 2026, JNBY Finery and Huizhan Technology renewed the 2024 OōEli Multi-purpose Space Framework Agreement and entered into an agreement (“ 2026 OōEli Multi-purpose Space Framework Agreement ”) for a term of two years commencing from July 1, 2026 and ending on June 30, 2028.
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DIRECTORS’ REPORT ԫึజѓ 66 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ࿚Їɚཧɚʬϋeɚཧɚɖϋʿɚ ɛ͏࿆ 12.0ϵຬʩeɛ ͏࿆ 12.0ϵຬʩձɛ͏࿆ 12.0ϵຬʩf࿚Їɚཧɚʬϋʬ ɛ͏࿆ 6.5ϵຬ f ɚཧɚɚϋʞ˜ɚɤ̬ ˚eɚཧɚ̬ϋʬ˜ɧ˚ʿɚཧɚʬϋʬ˜ɤɚ˚Ϟᗫᗫ ʮѓf ॡ༣ᙄ ʮ̡ ᅆੰྼุɛගટછՓd ୋ 14Aᗫஹɛɻf ͭɚཧɚ̬ ॡ༣ᙄ ॡ༣ᙄ d Іɚཧɚ̬ϋɖ˜ɓ˚ৎЇɚཧɚʬϋ ψ̹ጽʆਜ Ҧஔක೯ਜᒿ༺༩ 350ุ ጽ ٸᅰඎ˕˹൬͜f ࠠ މ ᙄ ɚཧɚʬ ॡ༣ᙄᚃdІɚཧɚʬϋ ಂՇϋf ࿚Їɚཧɚʬ ϋeɚཧɚɖϋʿɚ ɛ͏࿆ 2.4ϵຬʩeɛ͏ ࿆2.5ϵຬʩձɛ͏࿆ 2.5ϵຬʩf࿚Їɚཧɚʬϋʬ˜ɧɤ ɛ͏࿆ 2.2ϵ f ɚཧɚ̬ϋʬ˜ɧ˚ ٙ ʮѓf The annual caps for such transactions are RMB12.0 million, RMB12.0 million and RMB12.0 million for the years ended/ending June 30, 2026, 2027 and 2028, respectively. For the year ended June 30, 2026, the total fee actually payable was approximately RMB6.5 million, without exceeding the annual cap for such transactions. For more details, please see the announcements of the Company regarding connected transactions and continuing connected transactions dated May 24, 2022, June 3, 2024 and June 12, 2026. Xiaoshan Dormitory Lease Agreement Hangzhou Huikang Industrial Co., Ltd. (“ Huikang Industrial ”) is indirectly controlled by the Founders, thus, pursuant to Chapter 14A of the Listing Rules, Huikang Industrial is a connected person of the Company. On June 3, 2024, Liancheng Huazhuo entered into the 2024 Xiaoshan Dormitory Lease Agreement with Huikang Industrial (“ 2024 Xiaoshan Dormitory Lease Agreement”), pursuant to which Liancheng Huazhuo may, during the term starting from July 1, 2024 and ending on June 30, 2026, use the premises of staff dormitory located at 350 Hongda Road, Economic and Technology Development District, Xiaoshan District, Hangzhou, Zhejiang Province, the PRC (ψ̹ጽʆਜ Ҧஔක೯ਜᒿ༺༩ 350 ) (the “ Xiaoshan Dormitory Premises ”) for staff dormitory. The fees payable are based on the actual usage of the number of dormitories. The term of above Xiaoshan Dormitory Lease Agreement was renewed on June 12, 2026. Pursuant to the agreement entered into by Liancheng Huazhuo and Huikang Industrial on June 12, 2026 to renew the 2024 Xiaoshan Dormitory Lease Agreement (“ 2026 Xiaoshan Dormitory Lease Agreement ”), the term was renewed for two years commencing from July 1, 2026 and ending on June 30, 2028. The annual caps for such transactions are RMB2.4 million, RMB2.5 million and RMB2.5 million for the years ended/ending June 30, 2026, 2027 and 2028, respectively. For the year ended June 30, 2026, the total fee actually payable under such agreement was approximately RMB2.2 million, without exceeding the annual cap for such transactions. For more details, please see the announcements of the Company regarding connected transactions and continuing connected transactions dated June 3, 2024 and June 12, 2026.
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DIRECTORS’ REPORT ԫึజѓ 67 江南布衣有限公司 二零二五╱二六年度報告 ᒀе Ԉɨ˖j ॡ༣ᙄ ʮ̡ ุψ˂ͦԢਠุ༶ᐄ Ϟ84.6%ٙ᙮ᅆ ࣬ ୋ 14Aᗫஹɛɻf • ˂ͦԢॡ༣ᙄ ࢝ ߅࢝ ߒ35,519 ุ ุ dІɚཧɚɚϋɖ˜ ಂՇϋfІɚ ཧɚɧϋɖ˜ɓ˚ৎЇɚཧɚ̬ϋʬ˜ɧɤ˚ಂග ˕˹d̍ ɛ͏࿆ 54,370,159၍ଣ൬ʿ ɛ͏࿆ 6,332,083൬̮͜d ˥ཥ൬d༈ഃ ˜˕ f Ҧ ҦΝจ̈ॡ ߒ33,980ุdІɚཧ ಂ Շ ϋ ɚཧɚ̬ϋ˂ͦԢॡ༣ᙄ ུІɚཧɚ̬ϋɖ˜ɓ˚ৎЇɚཧɚʬϋʬ˜ɧɤ ϋཫ ɛ͏࿆ 51,087,196၍ଣ ɛ͏࿆ 6,332,082৾ԓ ൬ɛ͏࿆ 2,160,000 ኽ ˜˕˹f࿚Їɚཧ ɛ ͏࿆ 2,212,088 ʩf Non-continuing Connected Transactions For the year ended June 30, 2026, the non-exempt connected transactions conducted by the Group were described as follows: Lease Agreements Huizhan Technology and Huikang Industrial are indirectly owned by the Founders. Hangzhou Huizhan Property Services Co., Ltd.* (ʮ̡ ) (“Huizhan Property ”, now renamed as Hangzhou OōEli Commercial Operation Management Co., Ltd.) is a subsidiary 84.6% held by Huizhan Technology. As each of Huizhan Technology, Huizhan Property and Huikang Industrial is indirectly controlled by the Founders and thus is a connected person of the Company pursuant to Chapter 14A of the Listing Rules. • OōEli Lease Agreement On May 24, 2022, JNBY Finery entered into a lease agreement with Huizhan Technology and Huizhan Property, pursuant to which Huizhan Technology and Huizhan Property agreed to lease a premise of approximately 35,519 square meters in total located at the OōEli Complex (the “ OōEli Premises ”) for a term of two years commencing from July 1, 2022 and ended on June 30, 2024. The fee payable for the period from July 1, 2023 to June 30, 2024 shall be paid in advance on June 30, 2023 and include annual rent of approximately RMB54,370,159 and annual management fees and public utilities fees of approximately RMB6,332,083. In addition to the above fees, JNBY Finery will also be responsible for the utilities fees of the OōEli Premises, which will be determined by the actual usage of the Group and payable monthly. The leased property is used as the Group’s headquarters with supporting facilities such as office building, staff canteen and parking spaces. On June 3, 2024, JNBY Finery entered into a renewal lease agreement with Huizhan Technology, pursuant to which Huizhan Technology agreed to lease premises of approximately 33,980 square meters in total located at the OōEli Complex for a term of two years commencing from July 1, 2024 and ending on June 30, 2026 (“ 2024 O ōEli Lease Agreement ”). The fees payable by JNBY Finery to Huizhan Technology for the OōEli Premises for the period from July 1, 2024 to June 30, 2026 and payable annually in advance include annual rent of approximately RMB51,087,196, annual management fee and public utilities fees of approximately RMB6,332,082 and annual parking fee of RMB2,160,000. In addition to the above fees, JNBY Finery will also be responsible for the utilities fees of the OōEli Premises, which will be determined by the actual usage of the Group and payable monthly. For the year ended June 30, 2026, the actual utilities fee paid was RMB2,212,088.
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DIRECTORS’ REPORT ԫึజѓ 68 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ߅࢝ ᚃॡ༣ᙄ ɚཧɚʬϋ˂ͦԢॡ༣ ᙄࠦ ߒ33,980ุdІɚཧɚʬϋɖ˜ɓ˚ ̺В ུІɚཧɚʬϋɖ˜ɓ˚ৎЇɚཧɚɞϋʬ˜ ܲ ɛ͏࿆ 56,553,837ܓ ɛ͏࿆ 6,332,082ܓ ৾ԓ൬ɛ͏࿆ 2,160,000̺ ˥ཥ൬d༈ഃ൬͜ਗ਼ ˜˕˹f ɚཧɚɚϋʞ ˜ɚɤ̬˚eɚཧɚ̬ϋʬ˜ɧ˚ʿɚཧɚʬϋʬ ʮѓf • ᔝऎʿഓ௴ॡ༣ᙄ ུၾᅆੰ ͭɓ΅ॡ༣ᙄdኽϤdᅆੰྼุΝจ̈ॡ ψ̹Гಳਜूᆀ༩ 39˾ ყɽข 1ᄸ3ߒٙ850ุ ᔝ ุ؇ ༩ഓ௴ਠਕʕː 3ᅽ 603e605ߒٙ܃87.16 ̻˙ ุ ุІɚཧɚɚϋɖ˜ɓ˚ ي ɛ͏࿆ 600,000 ʩ ʿɛ͏࿆ 168,000࢙ ʍ f On June 12, 2026, JNBY Finery entered into a renewal lease agreement (“2026 O䥿Eli Lease Agreement ”) with Huizhan Technology, pursuant to which Huizhan Technology agreed to lease premises of approximately 33,980 square meters in total located at the OōEli Complex for a term of two years commencing from July 1, 2026 and ending on June 30, 2028. The fees payable by JNBY Finery to Huizhan Technology for the OōEli Premises for the period from July 1, 2026 to June 30, 2028 and payable annually in advance include annual rent of approximately RMB56,553,837, annual management fee and public utilities fees of approximately RMB6,332,082 and annual parking fee of RMB2,160,000. In addition to the above fees, JNBY Finery will also be responsible for the utilities fees of the OōEli Premises, which will be determined by the actual usage of the Group and payable monthly. For more details, please refer to the announcements of the Company in relation to the connected transactions dated May 24, 2022, June 3, 2024 and June 12, 2026. • Blue Sea & Zichuang Lease Agreement On May 24, 2022, JNBY Finery entered into a lease agreement with Huikang Industrial, pursuant to which Huikang Industrial agreed to lease premises of approximately 850 square meters located at the West part of the 3rd Floor, Building 1, Blue Sea Times International Building, 39 Yile Road, Xihu District, Hangzhou, Zhejiang Province, the PRC (ψ̹Гಳਜू ᆀ༩ 39˾ყɽข 1ᄸ3ʱ ) (the “ Blue Sea Premises ”) and approximately 87.16 square meters located at Room 603 and Room 605, Building 3, Zichuang Business Center, Gukeyuan East Road, Xihu District, Hangzhou, Zhejiang Province, the PRC (༩ ഓ௴ਠਕʕː 3ᅽ 603e 605܃ )the “ Zichuang Premises ”) for a term of two years commencing from July 1, 2022 and expired on June 30, 2024. The rent payable is RMB600,000 and RMB168,000 per annum for the Blue Sea Premises and Zichuang Premises, respectively, and payable annually in advance. Blue Sea Premises will house certain of the Group’s laboratories function and Zichuang Premises will house certain of the Group’s staff dormitory.
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DIRECTORS’ REPORT ԫึజѓ 69 江南布衣有限公司 二零二五╱二六年度報告 ུၾᅆੰྼุ ུΝจ ܃ ؇ ༩ഓ௴ਠਕʕː 3ᅽ 607e612ߒٙ܃87.16 ̻˙ ุ ุ IIІɚཧ ಂ Շ ϋ ɚཧɚ̬ϋᔝऎʿഓ௴ॡ༣ᙄ f ఱ ᔝ ऎ ุ IIɛ͏࿆ 775,625 ʩʿɛ͏࿆ 168,000ϋཫ˹ f ৰ ุ ุ IIኽ f ࿚Їɚཧɚʬϋʬ˜ ɛ͏࿆ 0ʩf ུၾᅆੰྼ ᚃॡ༣ᙄ ɚཧɚʬϋᔝऎʿഓ௴ ॡ༣ᙄي ̌ঐʿॡ༣ ༩ഓ௴ਠਕ ʕː 3ᅽ 612ߒٙ܃43.58ุ ุ IIIІɚཧɚʬϋɖ˜ɓ˚ৎ ุ IIIܓ ɛ͏࿆ 775,625 ʩʿɛ͏࿆ 84,000 ʩdԨ ུ͵ਗ਼ʱ ุ III၍ଣ൬ʿ˥ཥ൬d f ɚཧɚɚϋʞ ˜ɚɤ̬˚eɚཧɚ̬ϋʬ˜ɧ˚ʿɚཧɚʬϋʬ ʮѓf On June 3, 2024, JNBY Finery entered into a renewal lease agreement (the “2024 Blue Sea & Zichuang Lease Agreement ”) with Huikang Industrial, pursuant to which JNBY Finery has agreed to renew the lease with respect to the Blue Sea Premises to house certain of the Group’s office function and to lease the premises of approximately 87.16 square meters located at Room 607 and Room 612, Building 3, Zichuang Business Center, Gukeyuan East Road, Xihu District, Hangzhou, Zhejiang Province, the PRC ( ༩ഓ௴ਠਕʕː 3ᅽ 607e612܃ )the “ Zichuang Premises II ”) as staff dormitory, for a term of 2 years starting on July 1, 2024 and expiring on June 30, 2026. The rent payable is RMB775,625 and RMB168,000 per annum for the Blue Sea Premises and Zichuang Premises II, respectively, and payable annually in advance. In addition to the above fees, JNBY Finery will also be responsible for the management fees and utilities fees of the Blue Sea Premises and Zichuang Premises II , respectively, which will be determined by the actual usage of the Group. For the year ended June 30, 2026, the actual utilities fee paid was RMB0. On June 12, 2026, JNBY Finery entered into a renewal lease agreement (the “2026 Blue Sea & Zichuang Lease Agreement ”) with Huikang Industrial, pursuant to which JNBY Finery has agreed to renew the lease with respect to the Blue Sea Premises to house certain of the Group’s office functions and to lease the premises of approximately 43.58 square meters located at Room 612, Building 3, Zichuang Business Center, Gukeyuan East Road, Xihu District, Hangzhou, Zhejiang Province, the PRC (ψ̹Гಳਜ̚ ༩ഓ௴ਠਕʕː 3ᅽ 612܃ )the “ Zichuang Premises III ”) as staff dormitory, for a term of 2 years starting on July 1, 2026 and expiring on June 30, 2028. The rent payable by JNBY Finery to Huikang Industrial is RMB775,625 and RMB84,000 per annum for the Blue Sea Premises and Zichuang Premises III, respectively, and payable annually in advance. In addition to the above fees, JNBY Finery will also be responsible for the management fees and utilities fees of the Blue Sea Premises and Zichuang Premises III, respectively, which will be determined by the actual usage of the Group. For more details, please refer to the announcements of the Company in relation to the connected transactions dated May 24, 2022, June 3, 2024 and June 12, 2026.
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DIRECTORS’ REPORT ԫึజѓ 70 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT • ጽʆॡ༣ᙄ ɚཧɚɚϋʞ˜ɚɤ̬˚dᑌϓശՙၾᅆੰྼุ ψ̹ጽʆਜҦஔක೯ਜᒿ༺༩ 350 ߒ9,080ุ ุІ ɚཧɚɚϋɖ˜ɓ˚ৎЇɚཧɚ̬ϋʬ˜ɧɤ˚˟ ಂՇϋfІɚཧɚɚϋɖ˜ɓ˚ৎЇɚཧɚ̬ϋ ୋɓʿୋɚϋಂගʱ ӊϋɛ͏࿆ 2,112,000 ʩʿɛ͏࿆ 2,247,756 ʩ ࠑ ʈ f ͭ ᚃॡ ψ̹ጽʆਜҦஔක೯ਜᒿ ༺༩ 350ߒ39,702ุ ุ IIІɚཧɚ̬ϋɖ˜ɓ˚ৎЇɚཧɚʬϋ ಂՇϋ ɚཧɚ̬ϋጽʆॡ༣ ᙄ fІɚཧɚ̬ϋɖ˜ɓ˚ৎЇɚཧɚʬϋʬ˜ ɛ͏࿆ 11,910,600 ʩd ப ุ IIྼ d ࿚Їɚཧɚʬϋʬ˜ɧɤ˚˟ϋ ɛ͏࿆ 869,255 ʩf ࠈ ᚃॡ༣ᙄ ɚཧɚʬϋጽʆॡ༣ ᙄʕए ψ̹ጽʆਜҦஔක೯ਜᒿ༺༩ 350Υ ߒ41,772ุ ุ IIIІ ɚཧɚʬϋɖ˜ɓ˚ৎЇɚཧɚɞϋʬ˜ɧɤ˚˟ ุ IIIІɚཧɚʬϋɖ ˜ɓ˚ৎЇɚཧɚɞϋʬ˜ɧɤ˚˟ಂගӊϋᏐ˹ ɛ͏࿆ 13,158,180ࠑ ุ III˥ཥ൬d f ɚཧɚɚϋʞ ˜ɚɤ̬˚eɚཧɚ̬ϋʬ˜ɧ˚ʿɚཧɚʬϋʬ ʮѓf • Xiaoshan Lease Agreement On May 24, 2022, Liancheng Huazhuo entered into a lease agreement with Huikang Industrial, pursuant to which Huikang Industrial agreed to lease premises of approximately 9,080 square meters in total located at 350 Hongda Road, Economic and Technology Development District, Xiaoshan District, Hangzhou, Zhejiang Province, the PRC (ψ̹ጽʆਜ Ҧஔක೯ਜᒿ༺༩350) (the “ Xiaoshan Premises ”) for a term of two years commencing from July 1, 2022 and expired on June 30, 2024. The rent payable for the period from July 1, 2022 to June 30, 2024 shall be RMB2,112,000 and RMB2,247,756 per annum for the first and second year of the term, respectively (inclusive of utilities and management fees), payable annually in advance. The Xiaoshan Premises will be used for staff dormitory, workshop and warehouse as stipulated by the aforementioned nature of such premises. On June 3, 2024, Liancheng Huazhuo entered into a renewal lease agreement with Huikang Industrial, pursuant to which Liancheng Huazhuo has agreed to renew the lease with respect to the premises of approximately 39,702 square meters in total located at 350 Hongda Road, Economic and Technology Development District, Xiaoshan District, Hangzhou, Zhejiang Province, the PRC (ψ̹ጽʆਜҦஔක೯ਜᒿ༺༩ 350) (the “ Xiaoshan Premises II ”) for a term of 2 years starting from July 1, 2024 and ending on June 30, 2026 (the “ 2024 Xiaoshan Lease Agreement”). The rent payable for the period from July 1, 2024 to June 30, 2026 shall be RMB11,910,600 per annum, payable annually in advance. In addition to the above fees, Liancheng Huazhuo will also be responsible for the utilities fees of Xiaoshan Premises II, which will be determined by the actual usage of the Group. For the year ended June 30, 2026, the actual utilities fee paid was RMB869,255. On June 12, 2026, Liancheng Huazhuo entered into a renewal lease agreement (the “ 2026 Xiaoshan Lease Agreement ”) with Huikang Industrial, pursuant to which Liancheng Huazhuo has agreed to renew the lease with respect to the premises of approximately 41,772 square meters in total located at 350 Hongda Road, Economic and Technology Development District, Xiaoshan District, Hangzhou, Zhejiang Province, the PRC (ψ̹ ጽʆਜҦஔක೯ਜᒿ༺༩ 350) (the “ Xiaoshan Premises III ”) for a term of 2 years starting from July 1, 2026 and ending on June 30, 2028. The rent payable by Liancheng Huazhuo for Xiaoshan Premises III for the period from July 1, 2026 to June 30, 2028 shall be RMB13,158,180 per annum, payable annually in advance. In addition to the above fees, Liancheng Huazhuo will also be responsible for the utilities fees of Xiaoshan Premises III, which will be determined by the actual usage of the Group. For more details, please refer to the announcements of the Company in relation to the connected transactions dated May 24, 2022, June 3, 2024 and June 12, 2026.
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DIRECTORS’ REPORT ԫึజѓ 71 江南布衣有限公司 二零二五╱二六年度報告 ൗ 32f ᚃᗫஹʹ ʊj (i) ͭi (ii) һԳૢಛආБiʿ (iii) ᙄආБdૢಛʮ̻ΥଣdԨୌΥ лूf ʊఱ˸ɪ͉ණྠ࿚Їɚཧɚʬϋʬ˜ɧɤ ҏd Ԩ̈j (1) i (2) ᗫᙄආ Бiʿ (3) ɚཧɚ̬ מ f ൗ 32ۆ ୋ14AdԨୌΥɪ̹ ୋ 14Af ኽ ୋ 14Aמ f ಛ ɛ ͏࿆ 0.2ϵຬʩf ൡத א ࿁͉ʮ̡π ॰ሦf For details of the above connected transactions, please refer to note 32 to the consolidated financial statements. During the Fiscal Year 2026, our independent non-executive Directors have reviewed the above continuing connected transactions and have confirmed that such transactions were entered into: (i) in the ordinary and usual course of business of the Group; (ii) on normal or better commercial terms; and (iii) in accordance with the agreements for such transactions, the terms of which are fair and reasonable, and are in the interests of the Shareholders as a whole. The auditor of the Company has performed certain agreed-upon audit procedures for the above continuing connected transactions entered into by the Group for the year ended June 30, 2026, and concluded that such transactions: (1) have been approved by the Board; (2) were conducted in accordance with the relevant agreements for such transactions in all material aspects; and (3) have an aggregate amount not exceeding the relevant caps disclosed in the Company’s announcements dated June 3, 2024 and December 13, 2024. The related party transactions mentioned in note 32 to the consolidated financial statements do not constitute the connected transactions or continuing connected transactions as defined in Chapter 14A of the Listing Rules, and are in compliance with the disclosure requirements in Chapter 14A of the Listing Rules. Save as disclosed in this report, there were no connected transactions or continuing connected transactions which are required to be disclosed by the Company during the Fiscal Year 2026 in accordance with the provisions concerning the disclosure of connected transactions under Chapter 14A of the Listing Rules. CHARITY DONATION The charity donation of the Group and other donation aggregately accounted for RMB0.2 million during the Fiscal Year 2026. MATERIAL LEGAL PROCEEDINGS During the Fiscal Year 2026, the Company was not involved in any material legal proceedings or arbitrations. To the best knowledge of the Directors, there is no material legal proceeding or claim which is pending or threatening against the Company.
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DIRECTORS’ REPORT ԫึజѓ 72 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ᏎᎵૢ˖ ࣖ א ͭ f ப ᎈf ਕಯеʿᒀе Ϟ͉ʮ̡ᗇՎϾԮϞОਕಯ еʿᒀеf ԫධ ൗ 35f ึ Νᄲቡ͉ණ ၝ f ۆ મ ͉జѓୋ 74Їୋ 102ʘΆ జѓf Ϟඎ ɚཧɚʬ ΅ᐼ ᕘʕЇˇϞ 25%ٰܵ Ϟf PERMITTED INDEMNITY PROVISIONS During the Fiscal Year 2026 and up to the date of this report, there were no permitted indemnity provisions which were or are currently in force, and are beneficial to the Directors (whether they were entered into by the Company or others) or any directors of the Company’s associated companies (if they were entered into by the Company). The Company has purchased appropriate directors’ and officers’ liability insurance for its Directors and senior staff. TAX RELIEF AND EXEMPTION The Company is not aware of any tax relief and exemption available to the Shareholders by reason of their respective holding of the Company’s securities. EVENTS AFTER THE BALANCE SHEET DATE Details of the significant events after the balance sheet date are set out in note 35 to the consolidated financial statements. AUDIT COMMITTEE The Audit Committee has, together with the management and the external auditor of the Company, reviewed the accounting principles and practices adopted by our Group as well as the audited consolidated financial statements of the Group for the Fiscal Year 2026. CORPORATE GOVERNANCE CODE The Company is committed to maintaining high level of corporate governance practices. Information about the corporate governance practices adopted by the Company is set out in the corporate governance report on pages 74 to 102 in this report. PUBLIC FLOAT Based on the information that is publicly available to the Company and to the best knowledge of the Directors, at least 25% (being the minimum public float prescribed by the Stock Exchange and the Listing Rules) of the Company’s entire issued share capital were held by the public at any time during the Fiscal Year 2026 and up to the date of this report.
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DIRECTORS’ REPORT ԫึజѓ 73 江南布衣有限公司 二零二五╱二六年度報告 ࢪ уɚཧɚʞ ࣨ fᅃා •Б ᅃා͉ʮ̡ fϞᗫһε༉ ʮѓ ʿ͉ʮ̡מה ɧϋԨೌՉ˼೯͛ᜊਗf ಥৌਕ ᇜႡf ʿᗴจᑐ ϋɽึɪяf ԫึն ࢩ ю ಥdɚཧɚʬϋɘ˜ɘ˚ AUDITOR PricewaterhouseCoopers had retired as auditor of the Company upon expiration of its term of office at the conclusion of the AGM held on October 30, 2025. Deloitte Touche Tohmatsu (“ Deloitte”) was appointed as auditor of the Company for the year ended June 30, 2026. For more details, please refer to the announcement of the Company dated September 29, 2025 and the circular of the Company dated October 8, 2025. Save as disclosed above, there has been no other change of auditor of the Company in the preceding three years. Deloitte has audited the accompanying consolidated financial statements which were prepared in accordance with the HKFRS Accounting Standards. Deloitte is subject to retirement and, being eligible, offers itself for re-appointment at the forthcoming AGM. A resolution for re-appointment of Deloitte as auditor of the Company will be proposed at the forthcoming AGM. By Order of the Board Wu Jian Chairman Hong Kong, China, September 9, 2026
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CORPORATE GOVERNANCE REPORT జѓ 74 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT CORPORATE GOVERNANCE REPORT జѓ The Board is pleased to present this corporate governance report set out in the Company’s report for the Fiscal Year 2026. CORPORATE GOVERNANCE PRACTICES The Group is committed to maintaining a high standard of corporate governance to safeguard the interests of its Shareholders and enhance its value and accountability. The Company has adopted the Corporate Governance Code (the “Corporate Governance Code ”) contained in Appendix C1 to the Listing Rules as its own corporate governance code. The Company has been in compliance with all applicable code provisions under the Corporate Governance Code during the Fiscal Year 2026. The Company will continue to review and monitor its corporate governance practices in order to ensure compliance with the Corporate Governance Code. THE BOARD CORPORATE PURPOSE, VALUES AND STRATEGIES The Board has set the purpose, values and strategies of the Company and ensures their consistency with the corporate culture of the Company. All Directors act with integrity and lead by example in promoting the corporate culture. Corporate Mission • Better Design, Better Life Corporate Values • Be Reliable, Embrace Diversity and Inclusion, Explore and Innovate, Effectively Implement, Keep Growing Corporate Strategies • Adhere to design-driven and realise brand strength-driven • Multi-brand sustainable and large-scale operation • Fan-focused omnichannel retail mode The Company is dedicated to building a living environment that brims with artistic feeling. Our brands allow consumers to have more fun with diversified art design products and experience a better and artistic life. ༱ʘΆุ జѓf ੬ ᛆूԨ C1༱ ۆط f ה ੬ f ԫึ ʿഄଫ ၾ͉ʮ̡ ߧ ɢપᄿΆุ˖ʷf ΆุԴն • ݺ ᝈ • ᚃ ڗ ʮ̡ଫ • ɢᚨਗ • ᚃᅼʷ༶ᐄ • Όਹཧਯᅼό ε ᖵஔ f
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CORPORATE GOVERNANCE REPORT జѓ 75 江南布衣有限公司 二零二五╱二六年度報告 RESPONSIBILITIES The Board is responsible for the overall leadership of the Group, oversees the Group’s strategic decisions and monitors business and performance. The Board has delegated the authority and responsibility for day-to-day management and operation of the Group to the senior management of the Group. To oversee particular aspects of the Company’s affairs, the Board has established three Board committees, including the Audit Committee, the Remuneration Committee and the nomination committee (the “ Nomination Committee ”) (collectively, the “ Board Committees”). The Board has delegated to the Board Committees responsibilities as set out in their respective terms of reference. All Directors shall ensure that they carry out their duties in good faith, in compliance with applicable laws and regulations, and in the interests of the Company and its Shareholders at all times. The Company has arranged appropriate insurance coverage in respect of liability arising from legal action against its Directors, and will conduct annual review on such insurance coverage. BOARD COMPOSITION During the year ended June 30, 2026 and up to the date of this report, the Board comprised three executive Directors, one non-executive Director and four independent non-executive Directors as set out below: Current Period of Appointment Length of Tenure ։ಂග ಂ EXECUTIVE DIRECTORS ੂБԫ Mr. Wu Jian (Chairman) 13 years and 9 months October 30, 2025 to 2028 AGM ю͛ 13ϋ9˜ 2025 ϋ10˜30˚Ї 2028ϋɽึ Ms. Li Lin 13 years and 9 months October 26, 2023 to 2026 AGM ҽɾɻ 13ϋ9˜ 2023 ϋ10˜26˚Ї 2026ϋɽึ Ms. Wu Huating 7 years and 4 months October 24, 2024 to 2027 AGM юശణɾɻ 7ϋ4˜ 2024 ϋ10˜24˚Ї 2027ϋɽึ NON-EXECUTIVE DIRECTOR ੂБԫ Mr. Wei Zhe 13 years and 2 months October 30, 2025 to 2028 AGM ͛ 13ϋ2˜ 2025 ϋ10˜30˚Ї 2028ϋɽึ INDEPENDENT NON-EXECUTIVE DIRECTORS ੂБԫ Mr. Lam Yiu Por 9 years and 11 months October 26, 2023 to 2026 AGM ͛ 9ϋ11˜ 2023 ϋ10˜26˚Ї 2026ϋɽึ Ms. Han Min 9 years and 11 months October 30, 2025 to 2028 AGM ᒵઽɾɻ 9ϋ11˜ 2025 ϋ10˜30˚Ї 2028ϋɽึ Mr. Hu Huanxin 9 years and 11 months October 24, 2024 to 2027 AGM อ͛ 9ϋ11˜ 2024 ϋ10˜24˚Ї 2027ϋɽึ Mr. Wong Shun Tak 1 year October 30, 2025 to 2028 AGM ˮഭᅃ͛ 1ϋ 2025 ϋ10˜30˚Ї 2028ϋɽึ ப Ӕ ৷ॴ၍ଣᄴ ္࿀͉ʮ̡ ܼ ึ ึ ୕ ၈ึึબʚ பf dೌ ˙όᄵБᔖபf ᎈdԨਗ਼ ღᇍఖf ԫึଡ଼ϓ Ї͉జѓ˚ಂd ੂ Бԫd༉ઋνɨj
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CORPORATE GOVERNANCE REPORT జѓ 76 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT The biographies of the Directors are set out under the section headed “Directors and Senior Management” of this report. During the Fiscal Year 2026, the Board has met the requirements of Rules 3.10(1) and 3.10(2) of the Listing Rules relating to the appointment of at least three independent non-executive directors with at least one possessing appropriate professional qualifications or accounting or related financial management expertise. The Company has also complied with Rule 3.10A of the Listing Rules, which relates to the appointment of independent non-executive directors representing at least one-third of the Board. The Company believes that the diversity of Board members will be immensely beneficial for the enhancement of the Company’s performance. Therefore, the Company has adopted a Board diversity policy to ensure that the Company will, when determining the composition of the Board, consider Board diversity in terms of, among other things, age, cultural and educational background, professional experience, skills and knowledge. All appointments by the Board will be based on meritocracy, and candidates will be considered against objective criteria, having due regard for the benefits of diversity on the Board. The Board members have relevant professional background and extensive management experience in apparel, finance, investment, accounting and information technology. The Board diversity policy is summarised as follows: Board composition to be reviewed in terms of the size of the Board, the number of non-executive Directors and executive Directors in relation to the overall Board; Board effectiveness which requires members to have diverse skills, knowledge and experiences that combine to provide different perspectives and effective board dynamics; and nominations and appointments to be carried out in view of maintaining an appropriate mix of required skills, experience, expertise and diversity on the Board. The Board currently consists of 8 members, of whom 3 are female Directors, accounting for 37.5%, and the proportion of female Directors will be maintained at no less than such level in the future. The Nomination Committee is responsible for reviewing the Board diversity policy and any measurable objectives for its implementation, as well as reviewing the progress against such objectives. Each of the independent non-executive Directors has confirmed his/her independence pursuant to Rule 3.13 of the Listing Rules and the Company considers each of them to be independent. Save as disclosed in the biographies of the Directors as set out in the section headed “Directors and Senior Management” of this report, none of the Directors has any personal relationship (including financial, business, family or other material/relevant relationship) with any other Directors or any chief executive. All Directors, including independent non-executive Directors, have brought a wide spectrum of valuable business experience, knowledge and expertise to the Board for its efficient and effective functioning. Independent non-executive Directors are invited to serve on the Audit Committee, the Remuneration Committee and the Nomination Committee. ͉జѓʘ ԫʿ৷ॴ၍ଣᄴ ɓືf ୋ 3.10(1) ʿ 3.10(2)ੂБԫ ՉʕЇˇɓΤ ᗫৌਕ f ୋ 3.10Aԫึ f ତूஈ ֛ εʩʷd ౻eਖ਼᜕ุeҦঐ dԨίϽᅇ ूஈfԫึ ၍ଣ᜕f ኽԫึᅼʿ ੂБԫʿੂБԫᅰͦᏨীԫึଡ଼ϓi ᗆʿ᜕dঐ̈ʔΝ ঐiʿආ ცҦঐe᜕eਖ਼ุ 8 ԫ3ΤdЦˢ 37.5%ɾ ԫf ഄ f ୋ 3.13ૢᆽႩՉ ዹͭɛɻf מה ϞО ᗫ f ԫึ੭Ը၇ʔΝ ή ึʿ ึᔖf
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CORPORATE GOVERNANCE REPORT జѓ 77 江南布衣有限公司 二零二五╱二六年度報告 As regards the code provision under the Corporate Governance Code requiring directors to disclose the number and nature of offices held in public companies or organisations and the time commitment involved in other significant external affairs as well as the identity of the public companies or organisations involved and an indication of the time spent in such roles, the Directors have agreed to disclose their commitments to the Company in a timely manner. BOARD SKILLS MATRIX The Board skills matrix displays the Board’s collective experience, skills, qualifications and expertise, and connects these with the Company’s long-term strategy, particular goals and diversity targets. The matrix enables Shareholders and other stakeholders to understand the mix and adequacy of the Board’s skills and assess their alignment with the Company’s objectives. It also provides useful insights to the Nomination Committee and the Board to identify any gaps in existing Board skills for the purpose of Board refreshment and succession planning, or any enhancement of the existing skills and qualifications of the Board. Directors’ Skills Mapping Director Strategic Planning and Leadership Industry Expertise and Experience Financial Literacy and Business Acumen Risk Management and Compliance Control ESG and Sustainability Capability People Management and Change Management Capability Board Diversity Contribution Professional and Compliance Qualifications ԫ ଫྌʿჯኬɢᗆʿ᜕ ৌਕ९ቮʿਠุᙃᙂᎈ၍ଣʿΥ္છ ESGঐɢ ɛʑ၍ଣʿ ၍ଣঐɢ ԫึεʩʷ্ᘠࣸ EXECUTIVE DIRECTORS ੂБԫ Mr. Wu Jian • • • • • • • • ю͛ Ms. Li Lin • • • • • ҽɾɻ Ms. Wu Huating • • • • • • • • юശణɾɻ NON-EXECUTIVE DIRECTOR ੂБԫ Mr. Wei Zhe • • • • • • • • ͛ INDEPENDENT NON-EXECUTIVE DIRECTORS ੂБԫ Mr. Lam Yiu Por • • • • • • • • ͛ Mr. Hu Huanxin • • • • • • • อ͛ Ms. Han Min • • • • • • ᒵઽɾɻ Mr. Wong Shun Tak • • • • • • ˮഭᅃ͛ Coverage (% of entire Board) 100% 87.5% 87.5% 75% 87.5% 100% 87.5% 75% ᔧႊଟ ЦΌԫϵʱˢ א ऒʿ Τ၈˸ʿᜑ Σ͉ ዄf ԫ ึҦঐॉ৬ ࣸ ͦᅺʿε ə༆ԫึ ٙ ࣖԈ༆d͜ ˸ᗆйԫึତϞҦঐ ॹɹࡰʿྌ f ڌ
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CORPORATE GOVERNANCE REPORT జѓ 78 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT Note: Skill Description Ҧঐࠑ Strategic Planning and Leadership Ability to identify the Company’s strategic opportunities and threats; develop and implement plans aligned with its long-term objectives; lead senior management in executing business plans and policies; and contribute to major operational, capital and merger-and-acquisition decisions supporting long-term value creation. ଫྌʿჯኬɢɽᐄ༶e༟ ͉ʿԻᒅӔഄf Industry Expertise and Experience Understanding of the Company’s core business, operations, markets, competitive landscape, regulatory environment and industry trends, with the ability to assess technological innovation and business-model changes and guide strategy and business development with insight into value-chain and industry risks. ᗆʿ᜕ˏኬଫʿุ f Financial Literacy and Business Acumen Expertise in accounting or financial management enabling at least one independent non-executive Director to review the Company’s financial statements, data and disclosures, and the Board to oversee financial risk, budgets, costs, tax and funds and assess its financial position under capital market, audit and internal control requirements. ৌਕ९ቮʿਠุᙃᙂᎈeཫၑeϓ͉eਕʿ f Risk Management and Compliance Control Ability to implement and oversee legal and regulatory risk management and internal control systems; identify and manage operational, financial, compliance, strategic and reputational risks; respond to crises; and oversee compliant operations under the Listing Rules, the Hong Kong Companies Ordinance and Directors’ fiduciary and duty-of-care obligations. ᎈ၍ଣʿΥ္છe ʿᄲฐபf ESG and Sustainability Capability Understanding of ESG-related sustainability risks and opportunities, with the ability to oversee the Stock Exchange’s mandatory ESG disclosures, establish an ESG management framework, formulate a sustainability strategy, and address environmental compliance, social responsibility, corporate governance and climate-related risks in line with global sustainability objectives. ESGঐɢ ə༆ၾ ESGESGܔESGͦᅺஈଣ ᎈf People Management and Change Management Capability Ability to manage senior management, build teams and talent pipelines, drive organizational change, restructuring and culture-building, and oversee compensation, incentives, performance appraisal and talent-development systems aligned with strategy execution. ၍ଣঐɢӻf Board Diversity Contribution Ability to contribute to Board diversity through age, gender, cultural, professional and industry backgrounds, bring diverse perspectives and professional judgment for the Board decision-making, and meet the Stock Exchange’s diversity requirements through complementary member backgrounds, skills and experience. ԫึεʩʷ্ᘠ౻eҦঐʿ᜕ʝdୌΥᑌ Ӌf Professional and Compliance Qualifications Relevant formal qualifications in accounting or finance, economics or business, law or industry technology, together with compliance with the Stock Exchange’s director-eligibility requirements, absence of disqualifying circumstances, and completion of required continuous professional development training to maintain professional competence. ࣸ࢝ ਖ਼ุ௷ঐɢf ൗj
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CORPORATE GOVERNANCE REPORT జѓ 79 江南布衣有限公司 二零二五╱二六年度報告 BOARD PERFORMANCE ASSESSMENT During the Fiscal Year 2026, an independent third-party consulting agency was engaged under a service agreement entered into in June 2026 to conduct an external Board performance assessment. The assessment report was dated August 21, 2026. The review focused on the Board as a whole, including the Board’s overall performance, skills, expertise and qualifications, the operation of the Board Committees, and the collective contribution, participation, independent views and training of Directors. Assessment Focus The assessment covered five dimensions: (i) Governance Structure Effectiveness; (ii) Strategic Stewardship; (iii) Risk and Internal Control Oversight; (iv) Board Dynamics and Behavior; and (v) Stakeholder and Sustainability Oversight. Board Evaluation Process The methodology of consulting agency comprised a review of governance documents, focused one-to-one interviews, analysis of governance information, peer and leading-practice benchmarking, and communication of the results and action planning. Assessment Findings The Board was of the view that the Board and each of its committees of the Company were operated effectively. “Stakeholder and Sustainability Oversight” and “Strategic Stewardship” were relative strengths, while “Board Dynamics and Behavior” and “Governance Structure Effectiveness” were identified as the principal areas for improvement. • The Board had a sound diversity and independence foundation, with independent non-executive Directors representing more than one-third of the Board and female Directors representing 37.5%. • External perspectives were brought into strategic discussions, while investor feedback was collected through multiple channels and supported by a clear and transparent dividend policy. • The three-line risk governance model and the Audit Committee’s oversight provided a sound basis for risk and internal control supervision; Board meeting attendance was 100%, and major matters followed established approval procedures. The principal areas for improvement were “Board Dynamics and Behavior” and “Governance Structure Effectiveness”, including more formal conflict-of-interest management and Director accountability, and clearer written governance arrangements. ତ൙П ኽɚཧɚʬ ତ൙Пf ɚཧɚʬϋɞ˜ɚɤɓ˚fᄲݟ ᗆၾ༟ࣸe e f ᓃ ᇍᖚj (i)i (ii)ഄଫ္ຖᔖ ঐi(iii)ᎈၾʫછՓ္ຖi (iv)i ʿ(v)္࿀f ፔ༔ዚ˖ᄲቡeᓃ ɓ࿁ɓஞሔe၍ ๖ஷၾБਗ f ൙П೯ତ ၾ ࿁ᎴැdϾ ც ჯਹf • ੂ ԫЦˢ ༺37.5%f • ஷཀε၇ಬ༸ϗණ ˕ᅟf • ᎈ ྼਿᓾiԫึ ึᙄଟ ༺100%ᄲҭҏf ˸ʿ ၍ ၍ଣʿԫਪபዚ τરf
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CORPORATE GOVERNANCE REPORT జѓ 80 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT Action Plan The proposed follow-up measures include: • Adopt securities dealing compliance guidance for employees and provide detailed and written inside information and compliance training. • Formalize conflict-of-interest management and Director accountability arrangements. Conclusion The assessment provides a basis for continued enhancement of Board effectiveness. The Company will continue to strengthen its governance practices and pursue the above measures in support of the Group’s long-term value creation and the interests of its Shareholders. MECHANISMS TO ENSURE INDEPENDENT ADVICE The Company ensures the provision of independent advice and recommendations to the Board through the following mechanisms: • The Nomination Committee shall review the composition of the Board and the independence of independent non-executive Directors annually, in particular, the proportion of independent non-executive Directors and the independence of independent non-executive Directors who have served for more than nine years; • The Company has received written confirmation from each of the independent non-executive Directors of their independence from the Company in accordance with Rule 3.13 of the Listing Rules. The Company considers that all of the independent non-executive Directors are independent; • The Chairman of the Board shall meet with the independent non-executive Directors at least once a year; and • All members of the Board may seek independent professional advice as necessary to carry out their duties in accordance with policies of the Company. Throughout the Fiscal Year 2026, the Board has complied with the above requirements to effectively ensure that independent views and opinions are available to the Board. The Board will review the implementation and effectiveness of these mechanisms annually. ྌ j • ࣣࠦ ʿΥf • ၍ଣʿԫਪபτર͍όʷf ഐሞ ᚃ ಂ лूf ዚՓ ᙄ j • ੂБ ੂБԫˢԷʿᔖ i • ୋ 3.13 ᆽႩՌf͉ʮ ੂБԫѩ᙮ዹͭi • i ʿ • రӋዹͭਖ਼ุจԈd ഃᔖபf ڭ ࠑ f
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CORPORATE GOVERNANCE REPORT జѓ 81 江南布衣有限公司 二零二五╱二六年度報告 INDUCTION AND CONTINUOUS PROFESSIONAL DEVELOPMENT All newly appointed Directors would be provided with necessary induction and information to ensure that they have a proper understanding of the Company’s operations and businesses as well as their responsibilities under relevant statutes, laws, rules and regulations. The Company also arranges regular seminars to provide Directors with updates on latest development and changes in the Listing Rules and other relevant legal and regulatory requirements from time to time. The Directors are also provided with regular updates on the Company’s performance, position and prospects to enable the Board as a whole and each Director to discharge their duties. During the Fiscal Year 2026, Directors completed training programmes offered by The Hong Kong Chartered Governance Institute. The training was delivered via online lectures and assessments, covering each of the following topics: • Roles, functions and responsibilities of the Board, its committees and directors, and effectiveness of the Board; • Obligations and duties of Directors under Hong Kong laws and the Listing Rules, and key legal and regulatory developments relating to the discharge of such responsibilities and duties; • Corporate governance and ESG matters; • Risk management and internal control; and • Updates on industry-specific developments, business trends and strategies . ࢝ d˸ᆽ Էe ಂ ֛ dԴ ᔖபf ሙ ႊ˸ɨ ˴ᕚj • ԉЍeᔖঐʿப ঐi • பʿԫᔖபd˸ ʿ္၍೯ i • ʿ ESGi • ᎈ၍ଣʿʫ္છiʿ • Бุ֛һอf
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CORPORATE GOVERNANCE REPORT జѓ 82 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT The training undertaken by the Directors is summarised as follows: Directors Total hours of continuous professional development ԫ ᚃਖ਼ุ ᅰ Mr. Wu Jian ю͛ 15 Ms. Li Lin ҽɾɻ 15 Ms. Wu Huating юശణɾɻ 18 Mr. Wei Zhe ͛ 15 Mr. Lam Yiu Por ͛ 26 Ms. Han Min ᒵઽɾɻ 15 Mr. Hu Huanxin อ͛ 15.5 Mr. Wong Shun Tak ˮഭᅃ͛ 15 Mr. Wong Shun Tak, the independent non-executive Director appointed on September 8, 2025, had obtained the legal advice referred to in Rule 3.09D of the Listing Rules from the Company’s legal advisor on September 5, 2025 and has confirmed he understood his obligations as a Director. Mr. Wong Shun Tak has also completed the continuous professional development training required under Rule 3.09H of the Listing Rules. CHAIRMAN AND CHIEF EXECUTIVE OFFICER Under code provision C.2.1 of the Corporate Governance Code, the roles of chairman and chief executive officer should be separate and should not be performed by the same individual. The Chairman of the Board and the Chief Executive Officer are currently two separate positions held by Mr. Wu Jian and Ms. Wu Huating, respectively, with clear distinction in responsibilities. The Chairman of the Board is responsible for providing strategic advice and guidance on the business development of the Group, while the Chief Executive Officer is responsible for the day-to-day operations of the Group. νɨj ੂБ ᚥਪ՟ɪ ୋ 3.09D ୋ 3.09H֛ f ᐼ ૢ˖ୋ C.2.1ᐼ ʿБ ʱй͟ю͛ʿюശణɾɻዄd˸ᔖঐԸ ೯ ˚੬ ༶ᐄf
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CORPORATE GOVERNANCE REPORT జѓ 83 江南布衣有限公司 二零二五╱二六年度報告 APPOINTMENT AND RE/hyphen.caseELECTION OF DIRECTORS The procedures and process of appointment, re-election and removal of Directors are set out in the Articles of Association. The Nomination Committee is responsible for reviewing the Board composition, and for making recommendations to the Board on the appointment, re-election and succession planning of Directors. TERM OF APPOINTMENT OF NON/hyphen.caseEXECUTIVE DIRECTOR We have issued a letter of appointment to our non-executive Director for an initial fixed term of three years. The letter of appointment is subject to termination in accordance with its respective terms. BOARD MEETINGS The Company adopts the practice of holding Board meetings regularly, at least four times a year, and at approximately quarterly intervals. Notices of no less than fourteen days are given for all regular Board meetings to provide all Directors with an opportunity to attend and include matters in the agenda for a regular meeting. For other Board meetings and Board Committee meetings, reasonable notice is generally given by the Company. The agenda and accompanying Board papers are dispatched at least three days before the Board meetings or Board Committee meetings to ensure that the Directors have sufficient time to review the papers and be adequately prepared for the meetings. When Directors or Board Committee members are unable to attend a meeting, they will be advised of the matters to be discussed and given an opportunity to make their views known to the Chairman prior to the meeting. Minutes of meetings shall be kept by the company secretary with copies circulated to all Directors for information and records. Minutes of the Board meetings and Board Committee meetings are recorded in sufficient detail on the matters considered by the Board and the Board Committees and the decisions reached, including any concerns raised by the Directors. Draft minutes of each Board meeting and Board Committee meeting are sent to the Directors for comments within a reasonable time after the date on which the meeting is held. The minutes of the Board meetings are open for inspection by all Directors. ፯ஹ ଡ଼ᔌ ٙ ᙄf ಂ ɧϋf ኽ Չૢಛ ʚ˸ ˟f ԫึึᙄ ಂᑘБԫึึᙄʘ࿕Էdӊϋ̜කЇˇ̬ ɤ̬ ಂԫึึᙄd˿Όԫѩᐏዚึ̈ ಂึᙄԨীሞᙄԫධf ึึᙄϾԊd͉ʮ̡ึ೯̈Υ ᗫԫึ˖d ࢩ ึᙄf ഃึᐏ ഃ ʘ͜f ึ༉းা ܼ ึึᙄ ගʫЇ Ϟ ቡf
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CORPORATE GOVERNANCE REPORT జѓ 84 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT During the Fiscal Year 2026, five Board meetings and one general meeting were held, and the attendance of the individual Directors at the meetings is set out in the table below: Directors ԫ Number of Board meetings attended/ eligible to attend Number of general meetings attended/ eligible to attend ࢩ ԫึึᙄϣᅰ ࢩ ɽึϣᅰ Mr. Wu Jian ю͛ 5/5 1/1 Ms. Li Lin ҽɾɻ 5/5 1/1 Ms. Wu Huating юശణɾɻ 5/5 1/1 Mr. Wei Zhe͛ 5/5 1/1 Mr. Lam Yiu Por͛ 5/5 1/1 Ms. Han Min ᒵઽɾɻ 5/5 1/1 Mr. Hu Huanxinอ͛ 5/5 1/1 Mr. Wong Shun Tak ˮഭᅃ͛ 4/4 1/1 Note: Mr. Wong Shun Tak was appointed as an independent non-executive Director on September 8, 2025. MODEL CODE FOR SECURITIES TRANSACTIONS The Company has adopted the Model Code as its own code of conduct regarding Directors’ securities transactions. Specific enquiry has been made to all the Directors and each of the Directors has confirmed that he/she has complied with the required standards as set out in the Model Code during the Fiscal Year 2026. DELEGATION BY THE BOARD The Board reserves for its decision on all major matters of the Company, including: approval and monitoring of all policy matters, overall strategies and budgets, internal control and risk management systems, material transactions (in particular those that may involve conflict of interests), financial information, appointment of Directors and other significant financial and operational matters. Directors could have recourse to seek independent professional advice in performing their duties at the Company’s expense. Directors are encouraged to access and to consult with the Company’s senior management independently. The daily management, administration and operation of the Group are delegated to the senior management. The delegated functions and responsibilities are periodically reviewed by the Board. Approval has to be obtained from the Board prior to any significant transactions entered into by the management. ɚཧɚʬৌϋdԫึಀᑘБ ʞٰ j ൗj ੂБԫf ۆ dԫʊᆽ ᅺ f બᛆ ʿ ᎈ၍ eৌਕ༟ ־ ഃ ͵ོᎸΣ͉ʮ̡৷ॴ၍ଣᄴආБዹͭፔ༔f பf ɽʹ f
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CORPORATE GOVERNANCE REPORT జѓ 85 江南布衣有限公司 二零二五╱二六年度報告 CORPORATE GOVERNANCE FUNCTIONS The Board is responsible for the corporate governance of the Group. It fulfills the corporate governance functions as required by the Corporate Governance Code, and reviews the corporate governance practices in due course. During the Fiscal Year 2026, the Board reviewed the corporate governance policies and practices of the Company and reviewed the disclosures made in this corporate governance report. The Board has approved and adopted the terms of reference in relation to the fulfillment of corporate governance functions as set out in the Corporate Governance Code. BOARD COMMITTEES AUDIT COMMITTEE The Audit Committee comprises four members, namely Mr. Lam Yiu Por (chairman), Ms. Han Min, Mr. Hu Huanxin and Mr. Wong Shun Tak, all of them are independent non-executive Directors. The main duties and responsibilities of the Audit Committee are as follows: (a) be primarily responsible for making recommendations to the Board on the appointment, re-appointment and removal of the external auditor, and approving the remuneration and terms of engagement of the external auditor, and handling any questions of its resignation or dismissal; (b) review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process in accordance with applicable standards, and discuss with the auditor the nature and scope of the audit and reporting obligations before the audit commences; (c) develop and implement policy on engaging an external auditor to supply non-audit services. For this purpose, “external auditor” includes any entity that is under common control, ownership or management with the audit firm or any entity that a reasonable and informed third party knowing all relevant information would reasonably conclude to be part of the audit firm nationally or internationally. The committee should report to the Board, identifying and making recommendations on any matters where action or improvement is needed; (d) develop and implement policy on engaging an external auditor to supply non-audit services. For this purpose, “external auditor” includes any entity that is under common control, ownership or management with the audit firm or any entity that a reasonable and informed third party knowing all relevant information would reasonably conclude to be part of the audit firm nationally or internationally. The committee should report to the Board, identifying and making recommendations on any matters where action or improvement is needed; ᔖঐ Ӌ ɚཧɚʬৌϋd ഄʿ੬ԨᏨীί͉Άุ၍ ς ᔖঐʘᔖᛆᇍఖf ึ ึ eᒵઽ ੂБԫf ᔖபνɨj (a) อ։ʿᇦеΣ ᑚཇʿ໌͜ૢ ᅰ ਪᕚi (b) ᝈ ሯʿᇍᖚʿϞᗫ͡జப i (c) ഄdԨʚ˸ੂ ᅰ ୋɧ˙d ʮ̡ ึᏐ ԫධΣԫึజѓԨ ᙄi (d) ഄdԨʚ˸ੂ ᅰ ୋɧ˙d ʮ̡ ึᏐ ԫධΣԫึజѓԨ ᙄi
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CORPORATE GOVERNANCE REPORT జѓ 86 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT (e) monitor integrity of the Company’s financial statements and annual report and accounts, and half-year report, review significant financial reporting judgments contained in them; (f) regarding (e) above: (i) members of the committee should liaise with the Board and senior management and the committee must meet, at least twice a year, with the Company’s auditor; and (ii) the committee should consider any significant or unusual items that are, or may need to be, reflected in the report and accounts, it should give due consideration to any matters that have been raised by the Company’s staff responsible for the accounting and financial reporting function, compliance officer or auditor. (g) review the systems on financial controls of the Company, and unless expressly addressed by a separate risk committee under the Board, or by the Board itself, review the Company’s internal control system (including without limitation the procedures for compliance with the requirements of the Listing Rules) and risk management system; (h) discuss the risk management and internal control systems with management to ensure that management has performed its duty to have effective systems. This discussion should include the adequacy of resources, staff qualifications and experience, training programmes and budget of the Company’s accounting and financial reporting function; (i) consider major investigation findings on risk management and internal control matters as delegated by the Board or on its own initiative and management’s response to these findings; (j) where an internal audit function exists, ensure co-ordination between the internal and external auditors, and ensure that the internal audit function is adequately resourced and has appropriate standing within the Company, and review and monitor its effectiveness; (k) review the financial and accounting policies and practices of the Group; (l) review the external auditor’s management letter, any material queries raised by the auditor to management about accounting records, financial accounts or systems of control and management’s response; (m) ensure that the Board will provide a timely response to the issues raised in the external auditor’s management letter; (e) జѓʿሪͦʿ̒ϋ ༱Ϟᗫৌਕ ɽจԈi (f) ࠑe)ධϾԊj (i) ᑌഖ i කึՇ ϣiʿ (ii) א݈ ʔర੬ԫධdԨᏐቇ ʿৌਕිజᔖ ԫධf (g) ԫึ ᆽஈଣ Ꮸী ۆ ᎈ၍ଣӻ୕i (h) ၍ଣ ͉ ʈ༟ዝ ሙʿϞ щ̂ԑi (i) ᎈ၍ଣʿʫ္ ΫᏐ Ӻi (j) ࣨ ̌ঐί͉ ήЗi˸ i (k) ഄʿྼਕi (l) Ռ ္છӻ୕Σ၍ ΫᏐi (m) ᄲ i
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CORPORATE GOVERNANCE REPORT జѓ 87 江南布衣有限公司 二零二五╱二六年度報告 (n) review the arrangements that employees of the Company can use, in confidence, to raise concerns about possible improprieties in financial reporting, internal control or other matters. The committee should ensure that proper arrangements are in place for fair and independent investigation of these matters and for appropriate follow-up action; (o) act as the key representative body for overseeing the Company’s relations with the external auditor; (p) report to the Board on the matters set out herein; and (q) the committee should establish a whistleblowing policy and system for employees and those who deal with the Company to raise concerns, in confidence, with the committee about possible improprieties in any matter related to the Company. The written terms of reference of the Audit Committee are available on the websites of the Stock Exchange and the Company. During the Fiscal Year 2026, the Audit Committee held three meetings to: • review the annual results of the Company and its subsidiaries for the year ended June 30, 2025; • review the interim results of the Company and its subsidiaries for the six months ended December 31, 2025; • review the audit service plan and the plan on preparing ESG report; • approve the scope of work, plan and fees for the annual audit and interim review conducted by the external auditor; • review the effectiveness of the financial reporting system, compliance procedures, risk management systems and procedures, internal controls and the internal audit function; and • meet with the external auditor in the absence of the management to discuss matters relating to the audit fee, matters arising from the audit and other matters raised by the auditor. (n) ڭ ̙ঐ Ϟቇ ʿ મ՟ቇБਗi (o) ˾ ྠi (p) ԫධΣԫึజѓiʿ (q) ʿՉ˼ၾʮ ึ̈Չ࿁О̙ঐ f ݟ ቡf ึಀᑘБ ɧึึᙄ ˸j • ᙮ʮ̡࿚Їɚཧɚʞϋʬ˜ɧɤ ุᐶi • ᙮ʮ̡࿚Їɚཧɚʞϋɤɚ˜ ˜ʘʕಂุᐶi • ྌʿ ESGྌЪ̈Ꮸীi • ʈЪᇍఖe ྌʿ൬͜i • ᎈ၍ଣӻ୕ʿ Ъ̈Ꮸীi ʿ • dীሞə ᅰ ̈ٙՉ˼ԫධf
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CORPORATE GOVERNANCE REPORT జѓ 88 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT The attendance of members of the Audit Committee at the meetings is set out in the following table: Actual attendance/ Required attendance Name of DirectorsΤϣᅰ Mr. Lam Yiu Por͛ 3/3 Ms. Han Min ᒵઽɾɻ 3/3 Mr. Hu Huanxinอ͛ 3/3 Mr. Wong Shun Tak ˮഭᅃ͛ 2/2 Note: Mr. Wong Shun Tak was appointed as a member of the Audit Committee on September 8, 2025. NOMINATION COMMITTEE The Nomination Committee currently comprises three members, including one executive Director, namely Mr. Wu Jian (chairman), and two independent non-executive Directors, namely Mr. Hu Huanxin and Ms. Han Min. The main duties and responsibilities of the Nomination Committee are as follows: (a) review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company’s corporate strategy; (b) formulate a policy of selection and nomination of Directors and the procedures for the sourcing of suitably qualified Director for consideration of the Board and implement such plan and procedures approved; (c) identify individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships; (d) ensure sufficient biographical details of nominated candidates are provided to the Board and Shareholders to enable them to make a decision regarding selection of the Board members; (e) assess the independence of independent non-executive Directors; (f) make recommendations to the Board on the appointment or re-appointment of Directors and succession planning for Directors, in particular the Chairman and the Chief Executive Officer; and (g) conform to and abide by any requirement, direction and regulation that may be prescribed by the Board or contained in the constitutional documents of the Company or imposed by the Listing Rules or applicable laws. j f ึ ଡ଼ϓdуɓЗੂБԫю อ͛ʿᒵઽɾɻf ᔖபνɨj (a) Ҧ Άุഄଫ ᙄi (b) ࣸ ٙࡘ ྌʿҏi (c) ፯ʿ ఱϤΣԫึԶจԈi (d) ᄵዝ༉ઋ i (e) i (f) ʿБ ᙄiʿ (g) ͉ʮ̡ଡ଼ᔌ˖ ͪʿ ၍f
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CORPORATE GOVERNANCE REPORT జѓ 89 江南布衣有限公司 二零二五╱二六年度報告 The Nomination Committee will assess the candidate or incumbent on criteria such as integrity, experience, skill and ability to commit time and effort to carry out the duties and responsibilities. The recommendations of the Nomination Committee will then be put to the Board for decision. The written terms of reference of the Nomination Committee are available on the websites of the Stock Exchange and the Company. During the Fiscal Year 2026, the Nomination Committee held one meeting to: • review the structure, size and composition of the Board, the Board diversity policy and the independence of independent non-executive Directors; • discuss candidates for the re-election of Directors and the proposed appointment of independent non-executive Director; and • review the time commitment and contribution of each Director to the Board, and assess the effectiveness of their performance of duties. The attendance of members of the Nomination Committee at the meeting is set out in the following table: Actual attendance/ Required attendance Name of DirectorsΤϣᅰ Mr. Wu Jian ю͛ 1/1 Ms. Han Min ᒵઽɾɻ 1/1 Mr. Hu Huanxinอ͛ 1/1 Time Commitment of Directors The Board exhibits strong diversity, with women representing more than 30% of the Directors. Members bring expertise across fashion, accounting, finance, emerging consumer sectors and other fields, creating a highly complementary mix. At the same time, all Directors have demonstrated a high level of dedication and sense of responsibility, achieving a 100% attendance rate at all Board Committee and Board meetings. They engage in thorough discussion and communication during meetings, ensuring that decisions are made on the basis of comprehensive deliberation and sound judgment. ˹̈ʘ ܔ f ݟ ቡf ึಀᑘБ ɓึึᙄ ˸j • ݁ i • ੂБԫɛ ፯iʿ • ־ Ъ̈൙Пf j ග ԫЦˢ൴ ཀɧϓd ፄeอ ጳऊ൬ഃჯਹdҖϓ ҳɝձப ชdԫึଟѩ༺Ց 100%dί ᄲฐϽᅇʿ ΥଣкᓙϾЪ̈f
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CORPORATE GOVERNANCE REPORT జѓ 90 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT Board Diversity Policy The Company recognises the importance of the diversity of members of the Board to the effectiveness of corporate governance and the Board. In order to enhance effective operation of the Board and maintain high standard of corporate governance, the Nomination Committee has formulated Board diversity policy to ensure the appropriate balance in the aspects of diversity including skills, experience and perspectives of the members of the Board. Details are set out below: The nomination and appointment of members of the Board will continue to follow the principle of meritocracy based on the demand of daily business and consideration of benefits due to diversity of Board members. The principal responsibilities of the Nomination Committee are to seek the people qualified for being Directors and give sufficient consideration on the Board diversity policy throughout the selection process. The Nomination Committee will formulate measurable objectives for the selection of Directors. The selection of Director candidates will be based on a series of diversified aspects with reference to the business model and specific demand of the Company (including but not limited to, gender, age, race, language, cultural background, education background, industrial experience and professional experience). The Nomination Committee is responsible for reviewing the Board diversity policy to ensure the implementation of such policy, and responsible for the expansion and review of the measurable objectives and supervising the implementation progress of the measurable objectives. To ensure sustainable effectiveness of the Board, the Nomination Committee reviews the policy and measurable objectives at least once a year. Currently, the Board consists of 8 members (3 females and 5 males) who have professional experience and qualification in various industries which include apparel, finance, accounting and information technology. Having regard to the composition of the Board and the measurable objectives, the Company considers that the Board is sufficiently diversified. The Board reviews the implementation and effectiveness of the Board diversity policy on an annual basis. The Board also understands the importance of diversity at the employee level (including senior management). The Group employs people on their merit and respects the individual choices of employees, regardless of gender, age, religion and nationality, so that employees can achieve a balance between career and a better life in a diverse, equal and inclusive working environment. ഄ ʿԫึБʘϞ ഄd˸ᆽ ༺Ցቇ Ά ˥̻fՈ༱ΐνɨj d˸˚ Ⴂूf ɛɻ ഄf ࡉ ุਕᅼ йeϋᙧe၇ૄeႧԊe˖ ౻eБ᜕ุձਖ਼᜕ุ f ٙ ٙ ඎͦ f dԫึ͟ 83Τɾɻʿ 5ΤӲɻ ଡ଼ϓd༈ഃ ٙ ඎͦᅺd͉ʮ ԫึԑεʩʷfԫึӊϋცᏨীՉԫึε f ࠠٙ йe ࢙ٙ ̻ፅf
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CORPORATE GOVERNANCE REPORT జѓ 91 江南布衣有限公司 二零二五╱二六年度報告 The gender ratio of the Group as of June 30, 2026 is as follows: Senior management: male accounting for 66.7%; female accounting for 33.3% All employees (excluding senior management): male accounting for 34.4%; female accounting for 65.6% The Group has adopted the Board diversity policy, with the Nomination Committee responsible for its implementation. The policy is designed to foster Board diversity across dimensions including skills, industry experience, educational background, perspectives and gender. Director selection prioritises competence, qualifications and relevant experience, while due consideration is given to diversity balance. The Board diversity policy imposes no mandatory gender quotas, nor does it set publicly available quantitative targets or timetables for gender ratio on the Board. A unified equal-employment policy applies to all employees of the Group (including senior management). Gender, age, marital or pregnancy status shall not be used as selection or evaluation criteria in recruitment, hiring, promotion, remuneration, training, talent review, succession planning and high-calibre talent accreditation, ensuring equal opportunities for male and female employees. The Group regards gender equality as an integral component of its diverse and inclusive culture. It safeguards the statutory rights and dedicated benefits for female employees, offering multi-tiered welfare covering statutory holidays, healthcare protection, well-being support, recreational activities and cross-location support. The Group identifies “Diversity and Inclusion” as its core values. Committed to cultivating a fair and impartial workplace, the Group offers all employees a dual-track career development path covering management and professional streams. During internal talent reviews, the Group monitors the distribution of high-potential male and female talent at all levels, identifies bottlenecks in promotion pipelines and turnover risks as an internal governance oversight tool. Nevertheless, the Group has not put in place any externally binding quantitative gender-diversity targets, public implementation timetables or progress milestones. The overarching principle of its diversity policy is merit-based appointment complemented by gender diversity considerations, rather than adopting gender quotas as criteria for selection or promotion. Women account for more than 50% of the Group’s core management team. The Group also regularly discloses employee’s actual performance data by gender, including headcount, turnover rates and training expenditure. йˢԷνɨj Ц 66.7%Ц 33.3% Ц34.4%Ц 65.6% d ഄ౻e ᝈᓃεʩʷfԫ፮፯˸ঐɢe༟ࣸʿ ݁ ͭʮ f ݁ ʺeᑚཇeeɛʑᆵᓃeᘱ ͛ ʈԮϞ̻ഃዚึf ଡ଼ϓʱdໝྼ ಂeੰ ღf ᝈʮ͍ ٙʈЪʈԶ၍ଣၾਖ਼ุᕐஷ༸ᔖุ೯ fίʫɛʑᆵᓃʕdණྠึᔳᄴॴӲɾ৷ᆑ ʺဍݸʫ၍ଣ йεʩʷ ࡡ ፮ ʺԱኽf Цˢ ൴ཀʞϓᚣʔΝ ᅰኽf
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CORPORATE GOVERNANCE REPORT జѓ 92 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT The Group considers that, within the fashion retail industry, industry data reflects a higher proportion of female employees in certain functions (such as design and front-line retail), whereas male employees dominate supply-chain, engineering-technology and certain back-office roles. Functional gender-structure disparities resulting from such industry-specific characteristics constitute an objective external factor that prevents the Group from achieving a fully balanced gender ratio. The Group will continue to advance diversity on a merit-based basis and keep monitoring and optimising gender representation at all levels through internal management practices. Nomination Policies of Directors and Standard for Selection and Recommendations 1. Policies and Principles 1.1. With a view of achieving a sustainable and balanced development, the Company sees increasing diversity at the Board level as an essential element in supporting the attainment of its strategic objectives and its sustainable development. 1.2. In determining the Board’s composition, the Company would access the skills, experiences and diversified views and perspectives brought by the candidate as well as how he/she could contribute to the Board. Board diversity has been considered from a wide range of aspects, including but not limited to gender, age, cultural and educational background, geographical location, professional experiences, skills, knowledge and duration of service, as well as any other factors deemed to be relevant and applicable factors by the Board from time to time. 1.3. Appointment of members of the Board is based on the skills and experiences required for the sound operation of the Board as a whole, to ensure a balanced composition of skills and experiences of the Board members, while taking full consideration of the above objectives and requirements of Board diversity. 2. Measurable Objectives 2.1. The selection of candidates of directorship will be based on the Company’s nomination policy and will take into account of this policy. The ultimate decision will be based on the merit of the relevant candidate, the benefits of diversity and his/her contribution to the Board. ژ ุˢԷ༰৷dϾԶᏐᗡeʈҦ ̨ᔖঐۆ੭Ը йˢԷҁΌѩፅ ͉પආεʩʷd ္࿀ၾᎴʷf ഄʿ፮፯ձપᑥᅺ 1. ۆࡡ 1.1. d͉ʮ̡ൖԫ Չ༺ՑଫͦᅺʿՉ Ϊ९f 1.2. dึ൙ПϞ Ҧ̷e᜕ʿ ԫึЪ̈ ࡰ йeϋᙧe˖ʷʿ ᗆʿ ᗫʿቇ͜ ОՉ˼Ϊ९f 1.3. ה ٙࡰ ̂ʱϽᅇɪ Ӌf 2. ඎͦᅺ 2.1. ഄආ ࣬ މ ্ᘠf
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CORPORATE GOVERNANCE REPORT జѓ 93 江南布衣有限公司 二零二五╱二六年度報告 REMUNERATION COMMITTEE The Remuneration Committee comprises three members, including two independent non-executive Directors, namely Mr. Hu Huanxin (chairman) and Mr. Lam Yiu Por, and one executive Director, namely Mr. Wu Jian. The main duties and responsibilities of the Remuneration Committee are as follows: (a) to make recommendations to the Board on the Company’s policy and structure for all Directors’ and senior management’s remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy; (b) to develop the remuneration policy for executive Directors, assess performance of executive Directors and approve the terms of executive Directors’ service contracts; (c) to review and approve the management’s remuneration proposals with reference to the Board’s corporate goals and objectives; (d) either: (i) to determine, with delegated responsibility granted by the Board, the remuneration packages of individual executive Directors and senior management; or (ii) to make recommendations to the Board on the remuneration packages of individual executive Directors and senior management. This should include benefits in kind, pension rights and compensation payments, including any compensation payable for loss or termination of their office or appointment; (e) to make recommendations to the Board on the remuneration of non-executive Directors; (f) to consider salaries paid by comparable companies, time commitment and responsibility and employment conditions elsewhere in the Group; (g) to review and approve compensation payable to executive Directors and senior management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive for the Company; (h) to review and approve compensation arrangements relating to dismissal or removal of Directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate; ึ ͛dʿɓЗੂБԫю͛f ᔖபνɨj (a) ݖ ݁ ᙄi (b) ତʿҭ ૢಛi (c) ၍ଣ ᙄi (d) ʘɓj (i) йੂБԫʿ৷ א ii) ࡰ ༾f ܼ ሦᎵ i (e) ᙄi (f) ගʿᔖப˸ ྇͜ૢi (g) א ༈ഃሦᎵ dሦᎵ͵ ཀεi (h) ᇦеϞᗫԫ ૢಛɓ dϞᗫሦᎵ͵Υଣቇ i
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CORPORATE GOVERNANCE REPORT జѓ 94 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT (i) to review and approve matters relating to share schemes of the Company under Chapter 17 of the Listing Rules, including but not limited to, any adoption or change to the terms of options or awards granted or to be granted to any incentive scheme participant, vesting period of options or awards, performance targets and/or clawback mechanism, and ensure that the Company’s employee incentive plan is in compliance with applicable regulations; (j) to ensure that no Director or any of his/her associates is involved in deciding his/her own remuneration; and (k) to consider other topics as defined or designated by the Board. The written terms of reference of the Remuneration Committee are available on the websites of the Stock Exchange and the Company. During the Fiscal Year 2026, the Remuneration Committee held two meetings to: • review the members and remuneration plan of the Company and its subsidiaries; • make recommendations on the remuneration policy, plan and structure for the coming year; • make recommendation to the Board on the remuneration of the new independent non-executive Director; • make recommendations to the Board on the remuneration package of the Directors and senior management; and • consider and approve the grant of RSUs pursuant to the RSU Scheme. During the Fiscal Year 2026, the Remuneration Committee considered and approved the grant of RSUs (equivalent to 7,120,000 shares) to 60 senior management members and/or employees of the Group to encourage and motivate participants to continue to work hard for the future development of the Group and its business. For more details, please refer to the announcement of the Company dated September 29, 2025 in relation to the grant of RSUs pursuant to the RSU Scheme. The attendance of members of the Remuneration Committee at the meetings is set out in the following table: Actual attendance/ Required attendance Name of DirectorsΤϣᅰ Mr. Hu Huanxinอ͛ 2/2 Mr. Wu Jian ю͛ 2/2 Mr. Lam Yiu Por͛ 2/2 (i) ୋ 17ྌ ٫ ᓥ᙮ಂe ʮ i (j) ˼Ŋμ ᑚཇiʿ (k) Չ˼ᙄᕚf ݟ ቡf ึಀᑘБ Շึึᙄ ˸j • ྌЪ̈Ꮸী i • i • ੂБԫʘᑚཇi • ༾iʿ • ΅f Σ 60ٙ 7,120,000ࠢ ͊ ɚཧ Փ ʮѓf ༈ ഃj
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CORPORATE GOVERNANCE REPORT జѓ 95 江南布衣有限公司 二零二五╱二六年度報告 REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENT The Company has adopted a remuneration policy for the Directors and senior management with the overall principle of motivating and promoting enthusiasm, initiative and spirit of the masters of employees at all levels to achieve the Company’s strategic objectives. The purpose of the Company’s remuneration policy is to provide market competitive compensation, attract and retain outstanding talents, and build a high-performance and high-quality team on the premise of legal compliance, so as to motivate employee effectiveness and team productivity. • The remuneration strategy focuses on the principles of legal compliance, market competitiveness, employee incentive, internal equity and cost savings; • Offer market-leading remuneration for core functions and key positions that support the Company to realise its strategies; • The Company will continue to pay attention to the fairness of remuneration payment, and carry out reasonable remuneration cost control on the premise of meeting the needs of the Company; and • For management purpose, the remuneration is adjusted annually based on performance following the process of reporting — review — verification — approval. The Company has adopted the model set out in the code provisions under the Corporate Governance Code by delegating the Remuneration Committee by the Board to determine the remuneration packages of the executive Directors and senior management. The Remuneration Committee is also responsible for making recommendations to the Board on remuneration packages of the non-executive Directors, including independent non-executive Directors. Annual discretionary bonuses of executive Directors and senior management will be measured by reference to the performance of their respective departments and business units (including but not limited to key performance indicators) and their individual performance, subject to the approval of the Remuneration Committee. With the objective of maximizing long-term Shareholders’ value, the Remuneration Committee approves equity-based remuneration according to the individual performance and business objectives of the executive Directors and senior management, and grants share awards as appropriate in accordance with the RSU Scheme. None of the Directors participated in any discussion of their personal remuneration. The Directors will abstain from voting on the relevant resolutions at the meeting of the Board or the Remuneration Committee at which their individual remuneration package is considered. ᑚཇ ࡡ ʈʈЪᆠઋeጐ ʿ˴ɛॽၚग़i ɨdԶՈϞ e ঐၾྠඟ͛ପɢf • ʈዧᎸ i • ːᔖঐձᗫᒟ੪ЗdԶ ᑚཇ˥̻i • dίတԑʮ̡ცӋ ᑚཇϓ͉છՓiʿ • ᑚ ཇሜԱኽi˸జ — ᄲ — ࣨ — ݴ f ᅼόd͟ԫ ᑚཇ ੂБ ᙄfੂБԫձ৷ॴ၍ଣɛ ତ ତ̘ፅඎdԨ ௰ɽʷ ତձุਕͦ ྌdቇબ ΅ᆤᎸf ɛ ึึᙄɪdϞᗫԫਗ਼ ʔҳୃf
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CORPORATE GOVERNANCE REPORT జѓ 96 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT During the Fiscal Year 2026, the Remuneration Committee has reviewed the implementation and effectiveness of the remuneration policy for Directors and senior management, and concluded that the policy had been effectively implemented. The remuneration of the senior management of the Company (whose biographies are set out on pages 37 to 38 of this report) for the Fiscal Year 2026 falls under the following bands: Number of individuals Band of remunerationഃॴ ɛᅰ Below RMB1,000,000 ɛ͏࿆ 100ຬʩ˸ɨ – RMB1,000,000 to RMB2,000,000 ɛ͏࿆ 100–200ຬʩ – RMB2,000,000 to RMB3,000,000 ɛ͏࿆ 200–300ຬʩ – Above RMB3,000,000 ɛ͏࿆ 300ຬʩ˸ɪ 3 DIRECTORS’ RESPONSIBILITIES FOR FINANCIAL REPORTING IN RESPECT OF FINANCIAL STATEMENTS The Directors acknowledge their responsibilities for preparing the financial statements of the Company for the year ended June 30, 2026 which give a true and fair view of the affairs of the Company and the Group and of the Group’s results and cash flows. The management has provided to the Board such explanation and information as are necessary to enable the Board to carry out an informed assessment of the Company’s financial statements, which are put to the Board for approval. The Company provides all members of the Board with monthly updates on the Company’s performance, positions and prospects. The Directors were not aware of any material uncertainties relating to events or conditions which may cast significant doubt upon the Group’s ability to continue as a going concern. The statement by the auditor regarding its reporting responsibilities on the consolidated financial statements of the Company is set out in the Independent Auditor’s Report on page 104 of this report. RISK MANAGEMENT AND INTERNAL CONTROL The Group believes that good corporate governance is very important for maintaining and promoting investor confidence and for the sustainable development of the Group, and a robust risk management and internal control framework is an integral part of achieving strategic objectives and maintaining sustainable business growth. The Group has therefore made continuous efforts to uplift its quality of corporate governance. It has established effective risk management (including ESG risks) and internal control systems, and adopted a series of measures to ensure their soundness and effectiveness. As a result, the Group is able to safeguard its assets and protect the interests of its Shareholders. ɚཧɚʬৌϋึʊ Ꮸীࡰ ੂБf ͉ జѓୋ 37Їୋ 38ഃॴ༱ΐνɨj ৌਕ͡జப ഃᇜႡ͉ʮ̡࿚Їɚཧɚʬϋʬ˜ɧɤ˚˟ ͉ʮ̡ʿ͉ණ ඎf dԴԫึঐ࿁ ൙Пf͉ ౻ f ԫ Ϊ९f ᑊ ͉జѓୋ 104జѓf ᎈ၍ଣʿʫ္છ ٙΆุːʿ ᎈ၍ଣձʫ္ ଡ଼ϓ ʺ Άุ˥ ̻ͭ৷ ܼESGᎈ ӻ୕ʿʫ္છdમ՟ɓӻ ͉ лूf
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CORPORATE GOVERNANCE REPORT జѓ 97 江南布衣有限公司 二零二五╱二六年度報告 The Board is responsible for ensuring that the Company has established and maintains appropriate and effective risk management and internal control systems, and for overseeing management’s establishment, implementation and monitoring of such systems. The Board has authorised the Audit Committee to be responsible for the oversight of the Group’s risk management and internal control systems and reviewing the effectiveness of such systems on a yearly basis. Such systems are designed to manage rather than eliminate the risk of failure to achieve business objectives, and can only provide reasonable but not absolute assurance against material misstatement or loss. Annual review covers all important aspects of control, including financial, operational and compliance controls. As disclosed in the terms of reference of the Audit Committee, the Audit Committee is responsible for monitoring the Company’s risk management and internal control systems. The Audit Committee oversees the risk management process and reviews the effectiveness of the risk management and internal control systems by conducting the following procedures: • Review the Company’s internal control and risk management systems; • Discuss the risk management and internal control systems with management to ensure that management has performed its duty to establish effective systems; • Study major investigation findings on risk management and internal control matters and management’s response to these findings, either on its own initiative or at the request of the Board. During the Fiscal Year 2026, the Board has conducted a review on the effectiveness of the Company’s risk management and internal control systems through the Audit Committee, which covers financial, operational, compliance control and risk management functions, and have considered the Company’s accounting, internal audit and financial reporting functions, as well as the adequacy of the Company’s resources, staff qualifications and experience, training programmes, and the plan and budget of the Company’s accounting and financial reporting functions. The Board is not aware of any significant internal control and risk management weaknesses nor significant breach or limits of risk management policies, and considers the existing internal control and risk management systems are effective and adequate. During the Fiscal Year 2026, the Company has complied with all of the provisions in relation to risk management and internal control under the Corporate Governance Code and there have been no material changes to the Company’s risk assessment (including ESG risks), risk management and internal control systems. ʮ̡ʊணͭԨ ၪᎈ၍ଣʿ ʫ္છӻ୕dԨ္ຖ၍ଣᄴ࿁༈ ഃʿ ึபᎈ၍ ଣʿʫ္છӻ୕d˲࿁༈ ഃᏨীf ༈ഃᎈdϾ ٙ ᗇf ৌਕe༶ЪʿΥ ࡰ ࡰ ᎈ၍ j • ᎈ၍ଣӻ୕i • ၍ଣ ӻ୕i • ᎈ၍ଣʿʫ္ ΫᏐ Ӻf ɚཧɚʬ ৌึ Ꮸীࠬ dՉᇍఖᔧႊৌਕeᐄ༶e e ʈ ʿৌਕ͡జᔖঐʘ ᎈ၍ ഄ֝d ɚ ཧɚʬ ৌධɨ ᎈ൙Пܼ ESGᎈɽᜊһf
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CORPORATE GOVERNANCE REPORT జѓ 98 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT The Group has established independent risk management and internal audit departments. The senior management, through the Company’s risk management department, is responsible for the annual risk reporting process. Members of the risk management department meet with various members of the senior management to review and assess risks and discuss solutions to addressing material internal control defects (if any), including any changes relevant to a given year. Risks are compiled, ratings are assigned and mitigation plans are documented. The internal audit department is responsible to the Audit Committee. It supervises and evaluates the risk management system and the control procedures and activities for various risks and their effectiveness, provides independent and objective confirmation and recommendations on the adequacy and effectiveness of risk management, and promotes and drives the continuous optimisation of the risk management and internal control systems. During the Fiscal Year 2026, an independent third-party consulting agency was engaged to conduct an external risk and internal control assessment. The assessment report was dated August 21, 2026. The responsibility of the consulting agency was to assist the Board in carrying out risk diagnosis and provide recommendations for improvement. The Board, having reviewed the assessment report, confirmed that the Group’s risk management and internal control systems are appropriate and effective. The Company will appoint independent third-party consulting agency to conduct risk and internal control review every three years and arrange for the internal audit department to conduct a review of risk and internal control on an annual basis. The Board has authorised the Audit Committee and confirmed its responsibilities in respect of the Group’s risk management and internal control systems, which will review the effectiveness of such systems on a yearly basis, and has confirmed that the Group’s risk management and internal control systems are appropriate and effective to achieve the purposes set out in code provision D.2 of the Corporate Governance Code. PROCESSES USED TO IDENTIFY, EVALUATE AND MANAGE SIGNIFICANT RISKS The Group has established a comprehensive risk management system and identifies, assesses and manages significant risks based on the three lines of defence in risk management. The procedures are summarised as follows: RISK IDENTIFICATION • Identify risks that may potentially affect the Group’s business and operations. d৷ॴ၍ଣᄴீ ᎈ၍ ࠬ Ϟ ᎈආБිᐼe൙ॴԨাᇠ ᎈ၍ଣ ආБ္ຖၾ൙Пd ܔ ᎈ၍ଣʿʫ္છ ӻ୕ᚃᎴʷf ̮ ɚཧɚʬϋɞ˜ ᎈൢᓙձ ᎈ၍ f͉ʮ̡ਗ਼ӊɧϋ։໌ዹ ᎈၾʫછՓᏨীdԨӊϋ ᎈၾʫછՓᏨীf ᎈ၍ଣ பdึ࿁༈ ഃආБ ᎈ၍ଣʿʫ္છӻ୕̙ ૢ˖ୋ D2ͦ f ҏ ᎈ၍ଣɧ༸ԣᇞ ᎈdՉҏᔊʧνɨ j ᎈᗆй • ᎈf
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CORPORATE GOVERNANCE REPORT జѓ 99 江南布衣有限公司 二零二五╱二六年度報告 RISK ASSESSMENT • Assess the risks identified by using the assessment criteria developed by the management; and • Consider the impact of the risks on the business and the likelihood of their occurrence. RISK RESPONSE • Prioritise the risks by comparing the results of the risk assessment; and • Determine the risk management strategies and internal control processes and promote the optimisation of operations to prevent, avoid and mitigate the impact of risks. RISK MONITORING AND REPORTING • Perform ongoing monitoring of the risks as planned and ensure that appropriate internal control processes are in place; • Revise the risk management strategies and internal control processes in case of any significant change occurs; and • Report the results of risk monitoring to the management and the Board regularly. INFORMATION DISCLOSURE POLICY An information disclosure policy is in place to ensure potential inside information being captured and confidentiality of such information being maintained until consistent and timely disclosure are made in accordance with the Listing Rules. The policy regulates the handling and dissemination of inside information, which includes: • Designated reporting channels from different operation units informing any potential inside information to designated departments; • Designated persons and departments to determine further escalation and disclosure as required; and • Designated persons to act as spokespersons and respond to external enquiries. ᎈ൙П • ᎈi ʿ • f ᎈᏐ࿁ • ᎈᎴϣҏiʿ • ᎈ၍ଣഄଫʿʫ္છҏdપਗ༶ᐄᑘણ ᎈᅂᚤf ᎈ္࿀ʿිజ • ணϞቇ ʫ္છҏi • ഄʿʫ ္છҏiʿ • f ܓ Ԩ̋ ˟f༈ ˸ɨධ j • ිజᆑ i • ᚣ˙ό i ʿ • ༔f
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CORPORATE GOVERNANCE REPORT జѓ 100 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT AUDITOR’S REMUNERATION The auditor’s remuneration in respect of the audit and non-audit services provided to the Company for the Fiscal Year 2026 is as follows: Amount Type of servicesਕᗳйᕘ (RMB’000) ɛ͏࿆ɷʩ Audit servicesਕ 2,000 Non-audit servicesਕ — Totalࠇ2,000 Note: No non-audit services have been rendered to the Company by the auditor. JOINT COMPANY SECRETARIES Ms. Qian Xiaoping is the joint company secretary of the Company and is responsible for advising the Board on corporate governance matters and ensuring that Board policy and procedures, and applicable laws, rules and regulations are followed. In order to uphold good corporate governance and ensure compliance with the Listing Rules and applicable laws of Hong Kong Special Administrative Region, the Company also engages Ms. Ng Sau Mei (who resigned on September 8, 2025) and Ms. Tsui Ka Yan (who was appointed on September 8, 2025) of TMF Hong Kong Limited, a company secretarial service provider, as another joint company secretary of the Company, to assist Ms. Qian Xiaoping with the duties of the Company’s company secretary. Ms. Qian Xiaoping is the primary contact person of Ms. Ng Sau Mei and Ms. Tsui Ka Yan in the Company. During the Fiscal Year 2026, Ms. Qian Xiaoping, Ms. Ng Sau Mei and Ms. Tsui Ka Yan have undertaken no less than 15 hours of relevant professional training in compliance with Rule 3.29 of the Listing Rules. SHAREHOLDERS’ COMMUNICATION POLICY COMMUNICATION WITH SHAREHOLDERS AND INVESTOR RELATIONSHIP The Company highly values the interests of its Shareholders, and adheres to the principles of transparent, timely and two-way communication to continuously strengthen investors’ trust and improve corporate governance. In terms of information disclosure, we strictly comply with the Listing Rules to ensure that all financial performance, major transactions and announcements of the Company are released on a truthful, accurate, complete and timely basis through the official websites of the Stock Exchange and the Company synchronously to make sure all Shareholders have equal access to information. ږ ਕ ༱ΐνɨj ൗj ਕ f ࣣ ԫ ഄʿҏe f ಥत ࣣ݁ ɚཧɚʞϋɘ˜ɞ˚ᗘ ʿ ̤ ٙ ˴ ፺ወറɾɻf ɾɻ ୋ 3.2915ᗫਖ਼ุ f ഄ ڷ ๖ஷ fί༟ Ϟৌ dԨ ஷཀהʿ͉ၣΝӉ೯бdڭ̻ഃᐏ ՟༟ৃf
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CORPORATE GOVERNANCE REPORT జѓ 101 江南布衣有限公司 二零二五╱二六年度報告 ٙࡰؓ εʩʝਗdஷཀุᐶ೯бึe༩ စŊˀึᙄe e Б ᐼʿՉ˼ ၍ଣᄴၾ̹ఙ٫ک ଉɝ ə༆͉౻f ɚཧɚʬৌϋd͉ʮ̡ ˴ਗಥʿ ਗj • ุᐶ೯бึj 2ఙ • ༩စၾˀ༩စj 31ఙ • ʿᇞɪึᙄj 122ϣ • ሞእj 21ϣ • ⧕ਞᝈഃ d͉ࣛ ஷཀཥඉ (ir@jnby.com)Ռ ඉᐄุή ڷ ӻ୕ಂΣ၍ଣᄴිజd Ӕഄ٫ཫಂdྼତᕐΣ৷ ๖ஷf d˸ᆽ ֛ ࡌٙࠅ f ਗഃε၇˙όd ഹࣖତБ ๖ f To strengthen investor relations, the Company places great importance on diverse interactions with institutional investors and analysts. Through results announcement conferences, roadshows/reverse roadshows, investor meetings, individual or group meetings and store visits, it provides opportunities for direct communication between the Chairman of the Board, the Chief Executive Officer and other management and various market participants, enabling investors to gain a deeper understanding of the Company’s business progress, operational strategies and development prospects. During the Fiscal Year 2026, the Company proactively conducted or participate the following activities for the institutional investors and analysts in Mainland China, Hong Kong China and overseas: • Number of results announcement conferences: 2 • Number of roadshows and reverse roadshows: 31 • Number of investor meetings and online meetings: 122 • Number of investor forums: 21 • Other activities: store visits, etc. Meanwhile, the Company actively listens to feedback from Shareholders and investors. Shareholders may submit enquiries or suggestions at any time either by email to ir@jnby.com or by post in writing to the Company’s principal place of business in Hong Kong for the attention of the company secretary to be forwarded to the Board. The investor relations department systematically collects and analyses market concerns and reports them regularly to management to make sure that decision-makers are kept promptly updated on market dynamics and investors’ expectations, thereby facilitating efficient two-way communication. The Board reviews the implementation and effectiveness of the Shareholders’ communication policy annually to ensure that the policy remains relevant to the Company’s needs and reflects both the current regulatory requirements and good corporate governance practice, and would also discuss and consider any revisions that may be required. We maintain effective communication with Shareholders via various channels including periodic reports, general meetings and investor relations activities. Following assessment, we consider the existing policy effective and transparent. Going forward, we will continue to explore more digital communication channels to better serve our Shareholders.
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CORPORATE GOVERNANCE REPORT జѓ 102 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ɽึ ɽึɪఱԫ f ˸ҳୃ˙ ͉ʮ ၣ१̊೮f ᙄ ̜ Ϟʔ ɽึʘҳୃᛆ ɤʱʘ ࣣ ᙄ Ӕ ᐄุ ኪ༸ 1ੰ҃ᄿ Ҧɽข 22ᅽ9Ӌ Շ (2)я˚ৎɚɤɓ (21)˚ʫd Ӌɛɻ̙І ӋɛɻΪԫึʘॹ̰ ӋɛɻᎵ˹f ͉ʮ̡ၣ१ਞቡϞᗫ ҏf һҷ Ԩೌᜊਗf GENERAL MEETINGS To safeguard the Shareholders’ interests and rights, a separate resolution will be proposed for each issue at general meetings, including the election of individual Directors. All resolutions put forward at general meetings will be voted on by poll pursuant to the Listing Rules and the poll results will be posted on the websites of the Company and the Stock Exchange in a timely manner after each general meeting. CONVENING AN EXTRAORDINARY GENERAL MEETING AND PUTTING FORWARD PROPOSALS According to the Articles of Association, the Board may whenever it thinks fit convene extraordinary general meetings. Any one or more member(s) of the Company holding at the date of deposit of the requisition not less than one-tenth of the paid up capital of the Company carrying the right of voting at general meetings of the Company shall at all times have the right, by written requisition to the Board or the company secretary of the Company to require an extraordinary general meeting to be convened and to add resolutions to the meeting agenda of such meeting by the Board; the written requisition must state the objects of the meeting and the resolutions proposed, and must be signed by the relevant Shareholders and deposited at the principal place of business of the Company in Hong Kong, which is presently situated at Unit 9, 22/F, Seapower Tower, North Tower, Concordia Plaza, 1 Science Museum Road, Tsim Sha Tsui, Kowloon, Hong Kong, PRC and such meeting shall be held within two (2) months after the deposit of such requisition. If within twenty-one (21) days of such deposit the Board fails to proceed to convene such meeting the requisitionist(s) himself/herself (themselves) may do so in the same manner, and all reasonable expenses incurred by the requisitionist(s) as a result of the failure of the Board to convene such general meeting shall be reimbursed to the requisitionist(s) by the Company. As regards proposing a person for election as a Director by the Shareholders, the procedures are available on the website of the Company. AMENDMENTS TO CONSTITUTIONAL DOCUMENTS There were no changes to the Memorandum and Articles of Association of the Company during the Fiscal Year 2026.
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INDEPENDENT AUDITOR’S REPORT జѓ 104 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT INDEPENDENT AUDITOR’S REPORT జѓ To the Shareholders of JNBY Design Limited (incorporated in the Cayman Islands with limited liability) OPINION We have audited the consolidated financial statements of JNBY Design Limited (the “Company”) and its subsidiaries (collectively referred to as “ the Group ”) set out on pages 110 to 204, which comprise the consolidated statement of financial position as at 30 June 2026, and the consolidated statement of profit or loss and other comprehensive income, consolidated statement of changes in equity and consolidated statement of cash flows for the year then ended, and notes to the consolidated financial statements, including material accounting policy information and other explanatory information. In our opinion, the consolidated financial statements give a true and fair view of the consolidated financial position of the Group as at 30 June 2026, and of its consolidated financial performance and its consolidated cash flows for the year then ended in accordance with HKFRS Accounting Standards as issued by the Hong Kong Institute of Certified Public Accountants (“ HKICPA”) and have been properly prepared in compliance with the disclosure requirements of the Hong Kong Companies Ordinance. BASIS FOR OPINION We conducted our audit in accordance with Hong Kong Standards on Auditing (“HKSAs”) as issued by the HKICPA. Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Consolidated Financial Statements section of our report. We are independent of the Group in accordance with the HKICPA’s Code of Ethics for Professional Accountants (the “Code”), as applicable to audits of the financial statements of public interest entities. We have also fulfilled our other ethical responsibilities in accordance with the Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. ؇ٰ ʮ̡ จԈ ˸ɨᔊ၈ ࡁୋ110Ї204ٙࠫ ʮ̡ ˸ɨᔊ၈ ൮ʮ̡᙮ʮ̡ ˸ ɨ୕၈ ൮ණྠɚཧ ٙܓ ږ ڦ f ʮึб ə ൮ ʿ࿚Ї༈˚ ಥ ʮ Ꮭ௪f ਿᓾ ආБᄲ ఱᄲ ࠰ ˸ɨᔊ၈ ς ۆዹ ൮ණྠfՉ˼ਖ਼ุ༸ᅃபf ࡁ จԈԶਿᓾf
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INDEPENDENT AUDITOR’S REPORT జѓ 105 江南布衣有限公司 二零二五╱二六年度報告 ԫධ ࿁͉ಂၝΥৌ ʔึ࿁வ จԈf KEY AUDIT MATTERS Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period. These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matter How our audit addressed the key audit matter ԫධԫධ Impairment provision of inventories ᅡ௪ Refer to notes 4(a) and 16 to the consolidated financial statements. ൗ 4(a) ʿ16f As at 30 June 2026, the Group’s gross carrying amount of inventories was RMB1,411 million, against which an impairment provision of RMB506 million was made. ɚཧɚʬϋʬ˜ɧɤ˚d ɛ͏࿆ 1,411 ᅡ௪ɛ͏࿆ 506ϵຬʩf Inventories are stated at the lower of cost and net realisable value. ɝሪf Management has developed a model to assess the provision of inventories as at each period end, which involves significant management judgement based on the consideration of key factors such as ageing profile, future sales projection, estimated future selling prices and estimated costs necessary to make the sale of the respective inventories. ɽ၍ଣкᓙd༈ഃ ϓ͉ഃ ᗫᒟΪ९f We considered this is a key audit matter because of the significance of the inventories and the impairment provision of inventories, as well as the significant management judgement and estimates involved in determination the appropriate level of impairment provision of inventories. πಯ f Our procedures relating to assessment of impairment provision of inventories are as follows: ᗫҏνɨj We understood the management’s methodology on the assessment of impairment provision of inventories and checked whether the methodology is reasonable and supportable; ݟࣨ i We understood and evaluated the design and implementation of key controls relevant to impairment provision of inventories; ண i We evaluated the outcome of prior period assessment of impairment provision of inventories to assess the effectiveness of management’s estimation process; ආБə൙ᄆd i We understood the management’s methodology adopted and assumptions/key inputs applied to the impairment provision of inventories and assessed whether they were reasonable and supportable by way of challenging the management’s future sales projection of quantities, estimated future selling prices and estimated costs necessary to make the sale, with reference to historical trends for the past seasons on a season-by-season basis; ͊Ըቖඎཫe ܓ֙ ͜ணŊᗫᒟ፩ i
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INDEPENDENT AUDITOR’S REPORT జѓ 106 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT Key audit matter How our audit addressed the key audit matter ԫධԫධ We tested the ageing profile of inventory items on a sample basis by checking to relevant documents including the stock keeping units’ records; ᅵ ᙧഐආБə༊i We observed the physical conditions of the Group’s inventories during stocktake to identify if any inventories were slow moving, damaged, or obsolete, which were followed up in the management assessment and the provision for such inventories were included in the calculation of the total provision; and ᝈ࿀ πᆵᓃҏ˸ᗆ ᔚπdԨί၍ଣᄴ൙Пʕ༧ආ ၑʕiʿ We tested the mathematical accuracy of the calculation of the provision for inventories at the balance sheet date. f
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INDEPENDENT AUDITOR’S REPORT జѓ 107 江南布衣有限公司 二零二五╱二六年度報告 ࢹڦ ϋజ జѓf ͵ʔ ᛡᗇഐሞ f ቡᛘՉ˼ אڌ Ч˷π Ң జѓ༈ԫྼf ӚϞОజѓ f ٙ ப ಥৌਕ ӋᏝ௪ॆ ڌ ც பf ப൙П ᚃᐄ ԫධd˸ ԫϞจਗ਼ ൮ණྠ ࣩf ப္ຖ ৌਕజѓཀ f OTHER INFORMATION The directors of the Company are responsible for the other information. The other information comprises the information included in the annual report, but does not include the consolidated financial statements and our auditor’s report thereon. Our opinion on the consolidated financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. In connection with our audit of the consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. RESPONSIBILITIES OF DIRECTORS AND THOSE CHARGED WITH GOVERNANCE FOR THE CONSOLIDATED FINANCIAL STATEMENTS The directors of the Company are responsible for the preparation of the consolidated financial statements that give a true and fair view in accordance with HKFRS Accounting Standards as issued by the HKICPA and the disclosure requirements of the Hong Kong Companies Ordinance, and for such internal control as the directors determine is necessary to enable the preparation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, the directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or to cease operations, or have no realistic alternative but to do so. Those charged with governance are responsible for overseeing the Group’s financial reporting process.
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INDEPENDENT AUDITOR’S REPORT జѓ 108 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT ப ಜൟ ࡁ ࣨٙ జѓʔ̙͜ЪՉ˼͜f͉ א ܲ πί Υଣ Ա፠ ̙ൖ ɽf ༶͜əਖ਼ ͵j • π ҏ˸Ꮠ ኯᗇdЪ ಜൟ̙ঐऒʿЕፑ e ৽ ʫ္છʘ ٙࠑ ٙࠑ ᎈf • ࿁ ڌ จԈf • П f • Ъ̈ഐሞf ઋ ࿁ ൮ණྠ πί జѓʕሗԴ͜ מٙ ഐ ኯᗇ f ್ ߧ ᚃ ᐄf AUDITOR’S RESPONSIBILITIES FOR THE AUDIT OF THE CONSOLIDATED FINANCIAL STATEMENTS Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion solely to you, as a body, in accordance with our agreed terms of engagement, and for no other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with HKSAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these consolidated financial statements. As part of an audit in accordance with HKSAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also: • Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Group to cease to continue as a going concern.
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INDEPENDENT AUDITOR’S REPORT జѓ 109 江南布衣有限公司 二零二五╱二六年度報告 • d ձ ԫධf • ݄ d˸ఱ א ኯᗇd Җϓ ਿᓾfҢ ʈЪආ ዄΌப f ࣛ ʕᗆй̈ʫ ɽॹ f ٙ ึ ऊৰ࿁ዹ ቇ͜ f Ԭԫධ࿁͉ಂၝΥ ࡁ ʔʪʮක Υଣཫಂί ʮл ʔᏐίజѓʕ๖ஷ༈ԫධf ௫ ੂุ ᇜj P07615f ᅃා •Б ࢪࠇ ಥ ɚཧɚʬϋɘ˜ɘ˚ • Evaluate the overall presentation, structure and content of the consolidated financial statements, including the disclosures, and whether the consolidated financial statements represent the underlying transactions and events in a manner that achieves fair presentation. • Plan and perform the group audit to obtain sufficient appropriate audit evidence regarding the financial information of the entities or business units within the group as a basis for forming an opinion on the group financial statements. We are responsible for the direction, supervision and review of the audit work performed for purposes of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, actions taken to eliminate threats or safeguards applied. From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication. The engagement partner on the audit resulting in this independent auditor’s report is Chan, Chun Kit, Tommy (practising certificate number: P07615). Deloitte Touche Tohmatsu Certified Public Accountants Hong Kong, China 9 September 2026
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CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ڌ 110 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME ڌ For the year ended 30 June 2026 ܓ Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ Notes RMB’000 RMB’000 ൗ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Revenue ϗɝ 5 6,046,259 5,548,385 Cost of sales ቖਯϓ͉ 6 (2,016,589) (1,909,444) Gross profit ˣл 4,029,670 3,638,941 Selling and marketing expenses ቖਯʿᐄቖක˕ 6 (2,177,273) (1,977,054) Administrative expensesක˕ 6 (648,227) (529,890) Reversal of impairment on financial assetsᅡΫ 6 114 1,786 Other income and gains, net Չ˼ϗूʿлଋᕘ 7 129,618 63,388 Operating profit ᐄлᆗ 1,333,902 1,197,171 Finance income ৌਕϗू 9 49,137 54,967 Finance costs ৌਕ൬͜ 9 (27,229) (32,452) Finance income, net ৌਕϗूଋᕘ 21,908 22,515 Share of results of an associate accounted for using the equity method ɝሪʘᏐЦᑌᐄʮ̡ ุᐶ 18 (1,104) (1,514) Profit before income taxлᆗ 1,354,706 1,218,172 Income tax expense൬͜ 10 (357,741) (320,654) Profit for the yearлᆗ 996,965 897,518 Other comprehensive expense:ක˕j Item that will not be reclassified subsequently to profit or loss: ٙ ධͦj Exchange differences arising on translation from functional currency to presentation currency ה ᕘ (26,785) (11,651) Item that may be reclassified subsequently to profit or loss: ٙ ධͦj Exchange differences arising on translation of foreign operations ᕘ (24,210) (9,762) Other comprehensive expense for the yearක˕ (50,995) (21,413) Total comprehensive income for the yearϗूᐼᕘ 945,970 876,105 Profit (loss) for the year attributable to:j — Shareholders of the Company — ؇ٰ997,445 892,650 — Non-controlling interests — ᛆू (480) 4,868 996,965 897,518 Total comprehensive income (expense) for the year attributable to: j — Shareholders of the Company — ؇ٰ946,446 871,236 — Non-controlling interests — ᛆू (476) 4,869 945,970 876,105 Earnings per share (expressed in RMB per share) — Basic — ਿ͉ 11 1.93 1.74 — Diluted — ᙑ 11 1.89 1.70
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION ڌرً 111 江南布衣有限公司 二零二五╱二六年度報告 CONSOLIDATED STATEMENT OF FINANCIAL POSITION ڌرً As at 30 June 2026 ɚཧɚʬϋʬ˜ɧɤ˚ As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ Notes RMB’000 RMB’000 ൗ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ASSETS ༟ପ Non-current assetsਗ༟ପ Property, plant and equipmentʿண௪ 13 501,838 434,317 Investment propertiesุ 13 10,890 35,761 Right-of-use assets Դ͜ᛆ༟ପ 14 894,449 634,436 Intangible assets ೌҖ༟ପ 15 126,204 127,359 Prepayments, deposits and other assetsʿՉ˼༟ପ 18 98,414 23,793 Financial assets at fair value through profit or loss (“ FVTPL”) ɝฦू ʮʪ ɝฦूፄ༟ପ 20 255,520 192,218 Term deposits with initial term over 3 monthsಂπಛ 21 81,243 50,840 Deferred tax assets༟ପ 28 251,038 266,751 2,219,596 1,765,475 Current assetsਗ༟ପ Inventories π 16 905,457 932,551 Trade receivables Ꮠϗሪಛ 17 130,136 125,871 Prepayments, deposits and other assetsʿՉ˼༟ପ 18 379,682 645,711 Amounts due from related parties Ꮠϗᗫᑌ˙ಛධ 32(b) 11,038 6,444 Financial assets at FVTPLፄ༟ପ 20 122,435 65,850 Term deposits with initial term over 3 monthsಂπಛ 21 992,329 723,689 Restricted cashږ22 100 100 Cash and cash equivalentsي22 519,370 262,733 3,060,547 2,762,949 Total assets ༟ପᐼᕘ 5,280,143 4,528,424 LIABILITIESව Non-current liabilitiesව Financial liabilities at FVTPLව 3.3 4,674 — Lease liabilitiesව 14 175,597 156,487 Amounts due to related parties Ꮠ˹ᗫᑌ˙ಛධ 32(b) 114,958 173,437 Deferred tax liabilitiesව 28 53,024 30,712 348,253 360,636 Current liabilitiesව Financial liabilities at FVTPLව 3.3 — 2,583 Trade payables Ꮠ˹ሪಛ 26 209,584 239,100 Lease liabilitiesව 14 203,541 198,305 Contract liabilitiesව 5(f) 428,921 463,429 Accruals and other liabilitiesව 27 876,588 781,897 Amounts due to related parties Ꮠ˹ᗫᑌ˙ಛධ 32(b) 63,195 61,677 Borrowingsಛ 25 249,312 — Income tax payables 12,647 12,554 2,043,788 1,759,545 Total liabilitiesවᐼᕘ 2,392,041 2,120,181 Net assets ଋ༟ପ 2,888,102 2,408,243
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION ڌرً 112 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ Notes RMB’000 RMB’000 ൗ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ EQUITY ᛆू Equity attributable to shareholders of the Company ᏐЦᛆू Share capital͉ 23 4,753 4,622 Shares held for restricted share unit (“ RSU”) scheme ΅ ΅ ΅ 23 (151,536) (133,359) Share premium΅๐ᄆ 23 709,670 500,346 Other reserves Չ˼Ꮇ௪ 227,235 252,583 Retained earnings वπϗू 2,051,256 1,736,851 Equity attributable to shareholders of the Company ᏐЦᛆू 2,841,378 2,361,043 Non-controlling interestsᛆू 46,724 47,200 Total equity ᛆूᐼᕘ 2,888,102 2,408,243 The consolidated financial statements on pages 110 to 204 were approved and authorised for issue by the board of directors on 9 September 2026 and are signed on its behalf by: Wu Jian Li Lin ю ҽ Director Director ԫ ԫ ୋ110Ї204ɚཧɚʬϋɘ˜ɘ˚ᐏ ᖦj
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ڌ 113 江南布衣有限公司 二零二五╱二六年度報告 CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ڌ For the year ended 30 June 2026 ܓ Attributable to shareholders of the Company ᏐЦ Share capital Share premium Shares held for RSU scheme Other reserves Retained earnings Total Non- controlling interests Total equity ͉΅๐ᄆ Փ ྌ ΅ Չ˼Ꮇ௪ वπϗूࠇᛆू ᛆूᐼᕘ Notes RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 ൗ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ As at 1 July 2024ɚཧɚ̬ϋɖ˜ɓ˚ 4,622 510,007 (87,216) 267,831 1,472,598 2,167,842 42,331 2,210,173 Profit for the yearлᆗ — — — — 892,650 892,650 4,868 897,518 Other comprehensive (expense)/ income for the year ක˕ Ŋ ϗू — — — (21,414) — (21,414) 1 (21,413) Total comprehensive (expense)/ income for the year ක˕ Ŋ ϗूᐼᕘ — — — (21,414) 892,650 871,236 4,869 876,105 Profit appropriations to statutory reserves лᆗ — — — 278 (278) — — — Liquidation of subsidiaries᙮ʮ̡ᆵ — — — (1,250) 1,250 — — — Recognition of equity-settled share-based payment expenses ΅ ˕˹ක˕ 24 — — — 50,119 — 50,119 — 50,119 Purchase ordinary shares for RSU scheme ྌᒅ൯ ٰ23 — — (121,091) — — (121,091) — (121,091) Transfer and exercise of RSUs΅ 23 — (9,661) 74,948 (41,309) — 23,978 — 23,978 Dividends recognised as distribution ࢹٰٙݼ 12 — — — — (629,369) (629,369) — (629,369) Consideration for business combination under common control ΝછՓɨʘุਕΥԻ ˾ᄆ 31 — — — (1,672) — (1,672) — (1,672) As at 30 June 2025ɚཧɚʞϋʬ˜ɧɤ˚ 4,622 500,346 (133,359) 252,583 1,736,851 2,361,043 47,200 2,408,243
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY ڌ 114 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT Attributable to shareholders of the Company ᏐЦ Share capital Share premium Shares held for RSU scheme Other reserves Retained earnings Total Non- controlling interests Total equity ͉΅๐ᄆ Փ ྌ ΅ Չ˼Ꮇ௪ वπϗूࠇᛆू ᛆूᐼᕘ Notes RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 ൗ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ As at 1 July 2025ɚཧɚʞϋɖ˜ɓ˚ 4,622 500,346 (133,359) 252,583 1,736,851 2,361,043 47,200 2,408,243 Comprehensive incomeϗू Profit/(loss) for the yearлᆗŊ ᑦฦ — — — — 997,445 997,445 (480) 996,965 Other comprehensive (expense)/income for the year ක˕ Ŋ ϗू — — — (50,999) — (50,999) 4 (50,995) Total comprehensive (expense)/income for the year ක˕ Ŋ ϗूᐼᕘ — — — (50,999) 997,445 946,446 (476) 945,970 Issue of shares΅ 23 131 245,564 — — — 245,695 — 245,695 Transaction costs attributable to issue of shares ϓ͉ 23 — (2,689) — — — (2,689) — (2,689) Profit appropriations to statutory reserves лᆗ — — — 808 (808) — — — Liquidation of subsidiaries᙮ʮ̡ᆵ — — — (1,820) 1,820 — — — Recognition of equity-settled share-based payment expenses ΅ ˕˹ක˕ 24 — — — 68,398 — 68,398 — 68,398 Purchase ordinary shares for RSU scheme ྌᒅ൯ ٰ23 — — (114,834) — — (114,834) — (114,834) Transfer and exercise of RSUs΅ 23 — (33,551) 96,657 (41,735) — 21,371 — 21,371 Dividends recognised as distribution ࢹٰٙݼ 12 — — — — (684,052) (684,052) — (684,052) As at 30 June 2026ɚཧɚʬϋʬ˜ɧɤ˚ 4,753 709,670 (151,536) 227,235 2,051,256 2,841,378 46,724 2,888,102
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CONSOLIDATED STATEMENT OF CASH FLOWS ڌ 115 江南布衣有限公司 二零二五╱二六年度報告 CONSOLIDATED STATEMENT OF CASH FLOWS ڌ For the year ended 30 June 2026 ܓ Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ Notes RMB’000 RMB’000 ൗ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Cash flows from operating activitiesඎ Cash generated from operationsږ29(a) 1,753,784 1,455,966 Income tax paid (320,847) (322,977) Net cash generated from operating activitiesږ1,432,937 1,132,989 Cash flows from investing activitiesඎ Purchase of investment properties and other property, plant and equipment ุʿՉ˼ʔਗପe ʿண௪ (156,328) (150,267) Purchase of land use rights and intangible assets ᒅ൯ɺήԴ͜ᛆʿೌҖ༟ପ (45,753) (10,518) Proceeds from disposals of property, plant and equipment ಛධ 744 560 Interest receivedࢹ37,289 36,735 Purchase of term deposits with initial term over 3 months ᒅ൯ಂ πಛ (1,117,213) (1,032,050) Proceeds from withdrawal of term deposits with initial term over 3 months ಂ ಛධ 789,855 980,460 Payment for acquisition of subsidiaries, net of cash acquired ϗ ږ— 15,721) Purchase of financial assets at FVTPLፄ ༟ପ (215,000) (287,000) Proceeds from redemption of financial assets at FVTPL ፄ ಛධ 162,361 243,918 Dividends received from venture capital fundsࢹٰٙږ2,667 6,895 Subscription of venture capital fundsږ12,000) (9,000) Payment of bidding deposits for land use rightsږ18 — (281,180) Net cash used in investing activitiesږ553,378) (517,168)
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CONSOLIDATED STATEMENT OF CASH FLOWS ڌ 116 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ Notes RMB’000 RMB’000 ൗ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Cash flows from financing activitiesඎ Proceeds from borrowingsಛධ 477,953 79,516 Repayments of borrowingsಛ (230,000) (80,000) Payment of lease liabilitiesව (336,385) (326,735) Dividends paidࢹٰ12 (684,052) (629,369) Proceeds from exercise of RSUsಛධ 23,870 28,592 Payment for purchase ordinary shares for RSU Scheme ٰ ˹ಛ 23 (114,834) (121,091) Consideration paid for business combination under common control ΝછՓɨʘุਕΥԻʊ˹˾ᄆ — (1,672) Proceeds from issue of sharesಛධ 245,695 — Transaction costs attributable to issue of sharesϓ͉ (2,689) — Net cash used in financing activitiesږ620,442) (1,050,759) Net increase/(decrease) in cash and cash equivalents ᄣ̋Ŋ ಯˇ ଋᕘ 259,117 (434,938) Cash and cash equivalents at beginning of the year ي 22 262,733 699,214 Effect of foreign exchange rate changes ිଟᜊਗʘᅂᚤ (2,480) (1,543) Cash and cash equivalents at end of the yearي22 519,370 262,733
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 117 江南布衣有限公司 二零二五╱二六年度報告 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ For the year ended 30 June 2026 ܓ 1. GENERAL INFORMATION JNBY Design Limited (the “ Company”) was incorporated in the Cayman Islands on 26 November 2012 as an exempted company with limited liability under the Companies Act, Cap. 22 (Law 3 of 1961, as consolidated and revised) of the Cayman Islands. The address of the Company’s registered office is Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islands. Pursuant to the resolution passed by the board of directors of the Company (the “ Board”) on 8 June 2016, the Company changed its name from Croquis Investment Limited to the present one. The Company and its subsidiaries (collectively, the “ Group”) are primarily engaged in the design, marketing and sales of fashion apparel, accessory products and household goods in the People’s Republic of China (the “ PRC”) and overseas. The Company has been listed on the Main Board of The Stock Exchange of Hong Kong Limited on 31 October 2016. These consolidated financial statements are presented in Renminbi (“ RMB”), unless otherwise stated. Details of the principal subsidiaries directly and indirectly held by the Company at the end of the reporting period are set out below. Unless otherwise stated, the proportion of ownership interest held equals voting rights held by the Group. Name of Company Place of incorporation and operation Particulars of issued/paid-in capital Ownership interest held by the Group Principal activities ʮ̡Τ၈ ൗ̅ϓͭʿᐄ༶ήᓃ ͉Ŋ ྼᖮ༟͉༉ઋᛆุਕ As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ Directly owned ટኹϞ Croquis Holdings Limited BVI US$1,000 100% 100% Investment holding Croquis Holdings Limitedࢥ1,000ʩ 100% 100%ٰ Indirectly owned ගટኹϞ Grand Vantage (China) Limited Hong Kong, China HK$140,000,000 100% 100% Investment holding and sales of apparel and accessory products ʮ̡ಥ 140,000,000 ಥʩ 100% 100%ۜ 1. ࣘ ʮ̡ ͉ʮ̡ɚཧɓɚϋɤɓ˜ɚɤʬ Էୋ 22 ɓɘʬɓϋୋ 3ج ப Cricket Square, Hutchins Drive, P.O. Box 2681, Grand Cayman KY1-1111, Cayman Islandsኽ͉ʮ̡ԫึ ԫึɚཧɓʬϋʬ˜ Τ၈͟ Croquis Investment LimitedΤ၈f ᙮ʮ̡ ୕၈ ͉ණྠʕശɛ͏ձ ʕٙۜ eᐄቖʿቖਯf Ϟ ɪ̹f ˸ɛ͏࿆ ɛ͏࿆ ΐజf ᙮ʮ̡༉ઋ༱ ϞΝ ҳୃᛆf
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 118 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 1. ᚃ1. GENERAL INFORMATION /parenleft.caseCONTINUED/parenright.case Name of Company Place of incorporation and operation Particulars of issued/paid-in capital Ownership interest held by the Group Principal activities ʮ̡Τ၈ ൗ̅ϓͭʿᐄ༶ήᓃ ͉Ŋ ྼᖮ༟͉༉ઋᛆุਕ As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ Hangzhou Liancheng Huazhuo Industrial Co., Ltd. (i) Mainland China US$35,000,000 100% 100% Production and sales of apparel and accessory products ʮ̡ (i) ʕʫή 35,000,000ʩ 100% 100%ۜ Hangzhou Huikang Huazhuo Import and Export Trade Co., Ltd. (ii) Mainland China RMB2,000,000 100% 100% Overseas sales of apparel and accessory products ʮ̡ (ii) ʕʫή ɛ͏࿆ 2,000,000 ʩ 100% 100%ۜ JNBY Finery Co., Ltd. (i) Mainland China US$10,000,000 100% 100% Design and sales of apparel and accessory product ʮ̡ (i) ʕʫή 10,000,000ʩ 100% 100%ۜ Ningbo Croquis Finery Co., Ltd. (ii) Mainland China RMB2,000,000 100% 100% Retail of apparel and accessory products ʮ̡ (ii) ʕʫή ɛ͏࿆ 2,000,000 ʩ 100% 100%ཧਯ Ningbo Huazhuo Croquis Finery Co., Ltd. (ii) Mainland China RMB2,000,000 100% 100% Retail of apparel and accessory products ʮ̡ (ii) ʕʫή ɛ͏࿆ 2,000,000 ʩ 100% 100%ཧਯ Hangzhou Yingbin Technology Co., Ltd. (ii) Mainland China RMB14,787,216 51% 51% Design, marketing and sales of sportswear and accessories ʮ̡ (ii) ʕʫή ɛ͏࿆ 14,787,216 ʩ 51% 51%eᐄቖʿ ቖਯ Hangzhou Huiju Brand Management Co., Ltd. (ii) Mainland China RMB5,051,869/ RMB4,844,613 51% 51% Design, marketing and sales of sportswear and accessories ʮ̡ (ii) ʕʫή ɛ͏࿆ 5,051,869 ʩŊ ɛ͏࿆ 4,844,613 ʩ 51% 51%eᐄቖʿ ቖਯ Huipu Apparel (Hangzhou) Co., Ltd. (i) Mainland China US$50,000,000 100% 100% Apparel manufacture, design and research and wholesaling ʮ̡(i) ʕʫή 50,000,000ʩ 100% 100%Ӻ˸ʿҭ೯ ุਕ Hangzhou OōEli Brand Management Co., Ltd. (ii) Mainland China RMB50,000,000 100% 100% Sale of boutique apparel and boutique lifestyle ʮ̡ (ii) ʕʫή ɛ͏࿆ 50,000,000 ʩ 100% 100%ٙ ቖਯ
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 119 江南布衣有限公司 二零二五╱二六年度報告 1. ᚃ (i) ̮ਠዹ༟Άุf (ii) பʮ̡f 2. ɽึ ࣘ ʮึ ʮึ ᇜႡfఱᇜႡၝΥৌਕ Ӕഄd ಥᑌ ۆಥʮ̡ ᚣf Υଣཫಂ͉ණྠኹϞ̂ ᇜႡၝΥৌ ਿf ɽึ ൗ 36f Դ͜ ഄ ऒʿ࿁ ൗ 4מ ᚣf 1. GENERAL INFORMATION /parenleft.caseCONTINUED/parenright.case (i) Registered as a wholly foreign-owned enterprise under the PRC law. (ii) Registered as a company with limited liability under the PRC law. 2. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION The consolidated financial statements have been prepared in accordance with HKFRS Accounting Standards as issued by the Hong Kong Institute of Certified Public Accountants (“ HKICPA”). For the purpose of preparation of the consolidated financial statements, information is considered material if such information is reasonably expected to influence decisions made by primary users. In addition, the consolidated financial statements include applicable disclosures required by the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and by the Hong Kong Companies Ordinance. The directors of the Company have, at the time of approving the consolidated financial statements, a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the consolidated financial statements. Other than those material accounting policies information as disclosed in the notes to the relevant financial line items or transactions in the financial statements, a summary of the other accounting policies information has been set out in Note 36. The preparation of financial statements in conformity with HKFRS Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the Group’s accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements are disclosed in Note 4.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 120 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 2. ɽึ ᚃ 2.1 ۆ a) ึ ͉ ʮึб ͉ණྠɚཧɚʞ d˸ᇜႡၝΥৌਕ j ୋ 21 ͉ ͉࿁͉ණྠ ͉ၝΥৌਕజ ɽᅂᚤf (b) ಥৌ ۆ ࡌ j ୋ 21 ͉ ஷጱദяΐ ࿆ 3 ୋ 9 ୋ 7͉ ඎ ͉2 ୋ 9 ୋ 7͉ ऒʿԱ፠І್ঐ๕͛ପ ߒ2 ୋ 10 ୋ 28 ͉ א ༟ପ̈ ༟ 1 ͉ ࠇ ҷආ — ୋ11՜2 ୋ 18 ᚣ 3 ୋ 20ව 4 1 f 2 f 2. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION /parenleft.caseCONTINUED/parenright.case 2.1 Application of amendments to an HKFRS Accounting Standard (a) Amendments to an HKFRS Accounting Standard that are mandatorily effective for the current year In the current year, the Group has applied the following amendments to an HKFRS Accounting Standard as issued by the HKICPA for the first time, which are mandatorily effective for the Group’s annual period beginning on 1 July 2025 for the preparation of the consolidated financial statements: Amendments to HKAS 21 Lack of Exchangeability The application of the amendments to an HKFRS Accounting Standard in the current year has had no material impact on the Group’s financial positions and performance for the current and prior years and/or on the disclosures set out in these consolidated financial statements. (b) New and amendments to HKFRS Accounting Standards in issue but not yet effective The Group has not early applied the following new and amendments to HKFRS Accounting Standards that have been issued but are not yet effective: Amendments to HKAS 21 Translation to a Hyperinflationary Presentation Currency3 Amendments to HKFRS 9 and HKFRS 7 Amendments to the Classification and Measurement of Financial Instruments 2 Amendments to HKFRS 9 and HKFRS 7 Contracts Referencing Nature-dependent Electricity 2 Amendments to HKFRS 10 and HKAS 28 Sale or Contribution of Assets between an Investor and its Associate or Joint Venture 1 Amendments to HKFRS Accounting Standards Annual Improvements to HKFRS Accounting Standards — Volume 11 2 HKFRS 18 Presentation and Disclosure in Financial Statements3 HKFRS 20 Regulatory Assets and Regulatory Liabilities 4 1 Effective for annual periods beginning on or after a date to be determined. 2 Effective for annual periods beginning on or after 1 January 2026.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 121 江南布衣有限公司 二零二五╱二六年度報告 2. ɽึ ᚃ 2.1 ᚃ (b) ಥৌ ᚃ 3 f 4 f ̮d͉ʮ̡ ۆ ɽᅂ ᚤf ୋ 18ᚣ ୋ 18ᚣ ༱ΐৌਕ ୋ 1ৌਕజ яΐಥ ୋ 1ܸ ൗʫ͟၍ଣᄴ מ ୋ 1ݬ ୋ 8ᜊਗʿ፹ Ⴌୋ 18މৌ ᇜႡਿୋ7ࠇ ୋ 7ڌୋ 33л ͵ f ୋ 18ɚཧɚɖ dԨ̙ϘᏐ͜f ୋ 18ཀ ਗ਼ʔึ࿁͉ ɽᅂᚤf್Ͼdཫಂึᅂᚤ ഐʿяΐf 2. BASIS OF PREPARATION OF CONSOLIDATED FINANCIAL STATEMENTS AND MATERIAL ACCOUNTING POLICY INFORMATION /parenleft.caseCONTINUED/parenright.case 2.1 Application of amendments to an HKFRS Accounting Standard (Continued) (b) New and amendments to HKFRS Accounting Standards in issue but not yet effective (Continued) 3 Effective for annual periods beginning on or after 1 January 2027. 4 Effective for annual periods beginning on or after 1 January 2029. Except for the new HKFRS Accounting Standard mentioned below, the directors of the Company anticipate that the application of all other new and amendments to HKFRS Accounting Standards will have no material impact on the consolidated financial statements in foreseeable future. HKFRS 18 Presentation and Disclosure in Financial Statements HKFRS 18 Presentation and Disclosure in Financial Statements , which sets out requirements on presentation and disclosures in financial statements, will replace HKAS 1 Presentation of Financial Statements . This new HKFRS Accounting Standard, while carrying forward many of the requirements in HKAS 1, introduces new requirements to present specified categories and defined subtotals in the statement of profit or loss; provide disclosures on management-defined performance measures in the notes to the financial statements and improve aggregation and disaggregation of information to be disclosed in the financial statements. In addition, some HKAS 1 paragraphs have been moved to HKAS 8 Accounting Policies, Changes in Accounting Estimates and Errors (the title of which will be changed to Basis of Preparation of Financial Statements upon effective of HKFRS 18) and HKFRS 7. Minor amendments to HKAS 7 Statement of Cash Flows and HKAS 33 Earnings per Share are also made. HKFRS 18, and amendments to other standards, will be effective for annual periods beginning on or after January 1, 2027, with early application permitted. HKFRS 18 requires retrospective application with specific transition provisions. The application of the new standard is not expected to have significant impact on the financial performance and positions of the Group in terms of recognition and measurement. However, it is expected to affect the structure and presentation of the consolidated statement of profit or loss and other comprehensive income.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 122 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 3. ᎈ၍ଣ 3.1 ᎈΪ९ ࠬ ᎈ ፄ̹ ତ̙ঐ ፄʈՈ ᎈf (a) ᎈ (i) ᎈ ༈ྼ ಂ ᎈf ʿഐ ٙ ව˸͉ණྠʮ̡ ݺ ᎈf (ii) ᎈ ᜊ ൗ 21ʿ ൗ22ൗ25ɽ වԴ͉ණྠ ව ᎈf ࠬ ვБഐቱf ᎈf ɽ ɽᜊਗf (iii) ᎈ ʮʪ ҳ༟f͉ණྠεʩʷՉҳ༟ଡ଼ ҳ༟ϙί ͜f 3. FINANCIAL RISK MANAGEMENT 3.1 Financial risk factors The Group’s businesses expose it to a variety of financial risks: market risk (including foreign exchange risk, cash flow and fair value interest rate risk and price risk), credit risk and liquidity risk. The Group’s overall risk management programme focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on the Group’s financial performance. The Group currently does not use any derivative financial instruments to hedge certain risk exposures. (a) Market risk (i) Foreign exchange risk Foreign exchange risk arises when future commercial transactions or recognised assets or liabilities of a Group entity are denominated in a currency that is not the entity’s functional currency. The Group manages its foreign exchange risk by performing regular reviews of the Group’s net foreign exchange exposures. The Group operates in the PRC with most of the Group’s transactions denominated and settled in RMB. The Group’s assets and liabilities, and transactions arising from its operations do not expose the Group to material foreign exchange risk as the Group’s most recognised assets and liabilities in the consolidated statement of financial position as at 30 June 2026 and 2025 are denominated in the respective Group companies’ functional currencies. (ii) Cash flow and fair value interest rate risk The Group’s income and operating cash flows are substantially independent of changes in market interest rates. The Group has no significant interest-bearing assets and liabilities, except for the term deposits with initial term over 3 months (Note 21), cash and cash equivalents (Note 22) and borrowings (Note 25). Those carried at floating rates expose the Group to cash flow interest rate risk whereas those carried at fixed rates expose the Group to fair value interest rate risk. Bank balances are excluded from sensitivity analysis as the management considers that the exposure of cash flow interest rate risk arising from variable-rate bank balances is insignificant. Loan carried at fixed rates expose the Group to fair value interest rate risk. Management does not anticipate significant impact to the interest-bearing loan resulted from fair value interest rate risk, because the interest rates are not expected to change significantly. (iii) Price risk The Group’s exposure to price risk arises from investments held by the Group and classified as financial assets at FVTPL. To manage its price risk arising from the investments, the Group diversifies its portfolio. The investments made by the Group are either for the purpose of improving investment yield or for strategic purpose.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 123 江南布衣有限公司 二零二五╱二六年度報告 3. ᎈ၍ଣ ᚃ 3.1 ᎈΪ९ ᚃ (b) ᎈ ່ਕԨ࿁͉ ڦ ֛ٙ ڦ ሪ ͪf (i) ᎈ၍ଣ ٙ ͜൙ॴ ͜൙ॴዚ ٙ ࡈ ٙ12൲ᑦฦf ᎈd͉ණྠ၍ଣᄴʊ fᏐϗሪಛ˴ ͭ ൲ሯ९dԨၝΥϽ ಂ္છ ϗΫགྷಂවਕf ٙ ൲ᑦ ൙Пf d ࡈܲ ൲ᑦฦdቱ d ᎈԨೌᜑഹᄣ̋d˲ ኽ 12f 3. FINANCIAL RISK MANAGEMENT /parenleft.caseCONTINUED/parenright.case 3.1 Financial risk factors (Continued) (b) Credit risk Credit risk refers to the risk that the Group’s counterparties default on their contractual obligations resulting in financial losses to the Group. Credit risk is managed on a group basis. Credit risk arises from cash and cash equivalents, term deposits with initial term over 3 months, amounts due from related parties, trade receivables and other receivables. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the consolidated statement of financial position. (i) Risk management Credit risk on cash and cash equivalents, and term deposits with initial term over 3 months is limited because the counterparties are reputable banks with high credit ratings assigned by credit agencies. The Group assessed 12m ECL for cash and cash equivalents, and term deposits with initial term over 3 months by reference to information relating to probability of default and loss given default of the respective credit rating grades published by external credit rating agencies. In order to minimise the credit risk related to trade receivables, the management of the Group has delegated a team responsible for determination of credit limits and credit approvals. The trade receivables are mainly due from department stores and other trade debtors. The Group assesses the credit quality of the department store prior to entering into consignment arrangements, taking into account its financial position, past experience and other factors. The Group also regularly monitors collection status of trade receivables and ensures that follow-up action is taken to recover overdue debts. The Group does not have significant credit risk exposure to any single counterparty or any group of counterparties having similar characteristics. The concentration of credit risk is limited due to the fact that the customer base is large and unrelated. In addition, the Group performs impairment assessment under ECL model on trade receivables collectively. For other receivables, the management makes periodic collective assessment and individual assessment on historical settlement records, past experience, and also quantitative and qualitative information that is reasonable and supportive forward-looking information. The Group determine the ECL on an individual basis for the debtors with certain nature and the remaining is estimated collectively by using a provision matrix. The management believes that there are no significant increase in credit risk of these amounts since initial recognition and the Group provided impairment based on 12m ECL.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 124 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 3. ᎈ၍ଣ ᚃ 3.1 ᎈΪ९ ᚃ (b) ᎈ ᚃ (ii) ࠽ ֛ٙ ᎈ ൲ᑦฦԨ ɽf ᎈ ୋ 9ڦ ϞᏐϗሪಛમ͜Όಂཫಂᑦฦᅡ௪f ᎈतᅄ ʿགྷಂ˂ᅰʱଡ଼f ٙ ˒ f ʿᄆ ᑦฦଟf ɚཧɚʬϋʿɚཧɚʞϋʬ νɨj 3. FINANCIAL RISK MANAGEMENT /parenleft.caseCONTINUED/parenright.case 3.1 Financial risk factors (Continued) (b) Credit risk (Continued) (ii) Impairment of financial assets Credit risk of cash and cash equivalents, and term deposits with initial term over 3 months There has been no recent history of default in relation to these financial institutions. The expected credit loss is immaterial. Credit risk of trade receivables The Group applies the HKFRS 9 simplified approach to measuring expected credit losses which uses a lifetime expected loss allowance for all trade receivables. To measure the expected credit losses, trade receivables have been grouped based on shared credit risk characteristics and the days past due. The expected loss rates are based on the payment profiles of sales over lifetime and the corresponding historical credit losses experienced within this period. The historical loss rates are adjusted to reflect current and forward-looking information on macroeconomic factors affecting the ability of the customers to settle the receivables. The Group has identified the GDP and price index of industries in which it sells its goods and services to be the most relevant factors, and accordingly adjusts the historical loss rates based on expected changes in these factors. On that basis, the loss allowance as at 30 June 2026 and 2025 were determined as follows for trade receivables: As at 30 June 2026 ɚཧɚʬϋʬ˜ɧɤ˚ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Gross carrying amount Loss allowance Expected loss rate ࠽ࠦᑦฦᅡ௪ ཫಂᑦฦଟ Within 3 months˜ʫ 124,164 2,265 1.82% 3 months to 6 months˜ 9,787 2,306 23.56% 6 months to 1 year˜Їɓϋ 2,453 1,697 69.18% 1 year to 2 years ɓϋЇՇϋ 977 977 100.00% More than 2 years Շϋ˸ɪ 12,335 12,335 100.00% 149,716 19,580 13.08%
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 125 江南布衣有限公司 二零二五╱二六年度報告 3. ᎈ၍ଣ ᚃ 3.1 ᎈΪ९ ᚃ (b) ᎈ ᚃ (ii) ᚃ ᎈ ᚃ ᑦฦ༱ΐνɨj ቖfӚϞΥଣཫಂ̙ϗ වਕɛ͊ঐၾ͉ණྠΝՓ ྌf 3. FINANCIAL RISK MANAGEMENT /parenleft.caseCONTINUED/parenright.case 3.1 Financial risk factors (Continued) (b) Credit risk (Continued) (ii) Impairment of financial assets (Continued) Credit risk of trade receivables (Continued) As at 30 June 2025 ɚཧɚʞϋʬ˜ɧɤ˚ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Gross carrying amount Loss allowance Expected loss rate ࠽ࠦᑦฦᅡ௪ ཫಂᑦฦଟ Within 3 months˜ʫ 120,911 2,262 1.87% 3 months to 6 months˜ 8,789 1,965 22.36% 6 months to 1 year˜Їɓϋ 998 600 60.12% 1 year to 2 years ɓϋЇՇϋ 1,197 1,197 100.00% More than 2 years Շϋ˸ɪ 13,168 13,168 100.00% 145,063 19,192 13.23% Net impairment losses on financial assets were provided as follows: Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Provision for/(reversal of) impairment on trade receivables ᅡ௪Ŋ ᅡΫ 653 (2,881) (Reversal of)/provision for impairment on other receivables ᅡΫ Ŋᅡ௪ (767) 1,095 (114) (1,786) Trade receivables are written off where there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include, amongst others, the failure of a debtor to engage in a repayment plan with the Group.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 126 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 3. ᎈ၍ଣ ᚃ 3.1 ᎈΪ९ ᚃ (b) ᎈ ᚃ (ii) ᚃ ᎈ ᚃ ᑦฦଋᕘΐሪfՉ Νධͦʫf ᎈ ʿՉ˼fఱՉ˼Ꮠϗಛධ ᜕˸ʿΥଣ ಂ࿁Չ й൙ПfఱՉ˼ᏐϗಛධϾԊd ࠬ ࿚Їɚཧɚʬϋʿɚཧɚʞ ኽ 12f ൲ᑦฦԨ ɽf (c) ᎈ ცӋd˸ ݺ d f 3. FINANCIAL RISK MANAGEMENT /parenleft.caseCONTINUED/parenright.case 3.1 Financial risk factors (Continued) (b) Credit risk (Continued) (ii) Impairment of financial assets (Continued) Credit risk of trade receivables (Continued) Impairment losses on trade receivables are presented as net impairment losses within operating profit. Subsequent recoveries of amounts previously written off are credited against the same line item. Credit risk of other receivables Other receivables mainly include rental deposits and others. For other receivables, the directors of the Company make periodic collective assessment and individual assessment on the recoverability based on historical settlement records, past experience, and also quantitative and qualitative information that is reasonable and supportive forward-looking information. For other receivables, management has assessed other receivables has not had a significant increase in credit risk since initial recognition and the Group provided impairment based on 12 months ECL during the years ended 30 June 2026 and 2025. The Group assessed and concluded the ECL for other receivables were insignificant. (c) Liquidity risk The Group’s policy is to regularly monitor current and expected liquidity requirements to ensure it maintains sufficient cash and cash equivalents. Due to the dynamic nature of the underlying business, the Group’s finance department maintains flexibility in funding by maintaining adequate cash and cash equivalents.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 127 江南布衣有限公司 二零二五╱二六年度報告 3. ᎈ၍ଣ ᚃ 3.1 ᎈΪ९ ᚃ (c) ᎈ ᚃ d͉ණྠ މ ඎf 3.2 ༟͉၍ଣ ᚃᐄਿᘱ ٫ Э༟͉ϓ͉f ٰ ٙݟ ᎈf ৗ༟ʿ೯ ΅f 3. FINANCIAL RISK MANAGEMENT /parenleft.caseCONTINUED/parenright.case 3.1 Financial risk factors (Continued) (c) Liquidity risk (Continued) The table below analyses the Group’s financial liabilities into relevant maturity groupings based on the remaining year at the end of the reporting period to the contractual maturity date. The amounts disclosed in the table are the contractual undiscounted cash flows. Within 1 year More than 1 year ɓϋʫ ɓϋ˸ɪ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ As at 30 June 2026ɚཧɚʬϋʬ˜ɧɤ˚ Trade payables Ꮠ˹ሪಛ 209,584 — Amounts due to related parties Ꮠ˹ᗫᑌ˙ಛධ 72,362 125,828 Other payables Չ˼Ꮠ˹ಛධ 248,600 — Lease liabilitiesව 210,796 184,155 Borrowingsಛ 249,312 — Financial liabilities at FVTPLව — 4,674 990,654 314,657 As at 30 June 2025ɚཧɚʞϋʬ˜ɧɤ˚ Trade payables Ꮠ˹ሪಛ 239,100 — Amounts due to related parties Ꮠ˹ᗫᑌ˙ಛධ 73,320 193,356 Other payables Չ˼Ꮠ˹ಛධ 231,098 — Lease liabilitiesව 204,711 159,944 Financial liabilities at FVTPLව — 2,583 748,229 355,883 3.2 Capital management The Group’s primary objective when managing capital is to safeguard the Group’s ability to continue as a going concern so that it can continue to provide returns for shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital. The Group monitors capital (including share capital, share premium and other reserves on an as-if converted basis) by regularly reviewing the capital structure. As a part of this review, the Board considers the cost of capital and the risks associated with the issues share capital. The Group may adjust the amount of dividend paid to shareholders, return capital to shareholders and issue new shares.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 128 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 3. ᎈ၍ଣ ᚃ 3.3 ࠇ i) ഃॴ ፄʈՈfʔΝᄴ νɨj • ᚔ జᄆ ͊ሜ f • జᄆ ࠃࣸ ፩ɝᅰኽf • Ҧஔd˲࿁ʮʪᄆ ௰Эഃॴ፩ɝᅰኽʔ̙ᝈ࿀ ɽʔ̙ᝈ࿀፩ɝᅰኽ f j • ਠజᄆf • ږ f ܲ ඎ f 3. FINANCIAL RISK MANAGEMENT /parenleft.caseCONTINUED/parenright.case 3.3 Fair value estimation (i) Fair value hierarchy The table below analyses financial instruments carried at fair value, by valuation method. The different levels have been defined as follows: • Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities. • Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices). • Level 3 fair value measurements are those derived from valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable (significant unobservable input). Specific valuation techniques used to value financial instruments include: • Quoted market prices or dealer quotes for similar instruments. • Other techniques, such as discounted cash flow analysis, are used to determine fair value for the remaining financial instruments. The following table presents the Group’s assets and liabilities that were measured at fair value as at 30 June 2026. Level 1 Level 2 Level 3 Total ୋɓॴ ୋɚॴ ୋɧॴࠇ RMB’000 RMB’000 RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Financial assets at FVTPLٙ ፄ༟ପ — Venture capital funds — ږ— —249,664 249,664 — Investment in a private company — ӷᐄʮ̡ҳ༟ — — 5,856 5,856 — Financial products issued by commercial banks — ٙ ۜ— —120,339 120,339 — Contingent consideration receivable (a) — ್˾ᄆ (a) — — 2,096 2,096 — — 377,955 377,955 Financial liabilities at FVTPLٙ ව — Contingent consideration payable (a) — ್˾ᄆ (a) — — 4,674 4,674
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 129 江南布衣有限公司 二零二五╱二六年度報告 3. ᎈ၍ଣ ᚃ 3.3 ᚃ (i) ഃॴ ᚃ ܲ ඎ f (a) ၍ ᙮ʮ̡ ୕၈ ᅆၳ51%ᛆdϾ༈ϗᒅԫධա Ӌ͉ණྠ˕ ᅆၳІɚཧɚʞϋɖ ɚཧɚʬ ɛ͏࿆ 2,096,000 ɛ͏࿆ 4,674,000ɚཧɚʞϋʬ˜ɧɤ˚jɛ͏࿆2,583,000 ʩ dΪϤʊ ፄ වf ʮʪᄆ ඎආБᔷf 3. FINANCIAL RISK MANAGEMENT /parenleft.caseCONTINUED/parenright.case 3.3 Fair value estimation (Continued) (i) Fair value hierarchy (Continued) The following table presents the Group’s assets and liabilities that were measured at fair value as at 30 June 2025. Level 1 Level 2 Level 3 Total ୋɓॴ ୋɚॴ ୋɧॴࠇ RMB’000 RMB’000 RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Financial assets at FVTPLٙ ፄ༟ପ — Venture capital funds — ږ— —186,362 186,362 — Investment in a private company — ӷᐄʮ̡ҳ༟ — — 5,856 5,856 — Financial products issued by commercial banks — ፄ ۜ— —65,850 65,850 — — 258,068 258,068 Financial liabilities at FVTPLٙ ව — Contingent consideration payable (a) — ್˾ᄆ (a) — — 2,583 2,583 (a) On 30 April 2024, the Group completed the acquisition of 51% of the equity interest in Hangzhou Huiju Brand Management Co., Ltd and its subsidiaries (collectively, “ Huiju”) from third parties and the acquisition is subject to a contingent consideration arrangement that set out in the share purchase agreement. The contingent consideration arrangement requires the Group to pay or entitles the Group to receive from the founders of Huiju the contingent consideration, which is calculated separately based on net profits of Huiju adjusted by market conditions in respect of each year of the three-year period starting from 1 July 2025. As at 30 June 2026, the fair value of contingent consideration receivable was approximately RMB2,096,000(as at 30 June 2025:nil) and the fair value of contingent consideration payable was approximately RMB4,674,000(as at 30 June 2025: RMB2,583,000), which were accordingly recognized as financial assets at FVTPL and financial liabilities at FVTPL There were no transfers among level 1, 2 and 3 for recurring fair value measurements during the year.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 130 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 3. ᎈ၍ଣ ᚃ 3.3 ᚃ (ii) ࠽ ୋɧॴ ٙ ᜊਗf ٙ ᜊਗf 3. FINANCIAL RISK MANAGEMENT /parenleft.caseCONTINUED/parenright.case 3.3 Fair value estimation (Continued) (ii) Fair value measurements using significant unobservable inputs (level 3) The following table presents the changes in level 3 items for the year ended 30 June 2026. Financial assets at FVTPL Financial liabilities at FVTPL ɝ ፄ༟ପ ɝ ව RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ As at 1 July 2025ɚཧɚʞϋ ɖ˜ɓ˚ 258,068 (2,583) Acquisitions ᒅ൯ 227,000 — Disposals ஈໄ (162,361) — Dividends receivedࢹٰ2,667) — Fair value changeᜊਗ 64,221 (2,091) Currency translation differencesᕘ (6,306) — As at 30 June 2026ɚཧɚʬϋʬ˜ɧɤ˚ 377,955 (4,674) The following table presents the changes in level 3 items for the year ended 30 June 2025. Financial assets at FVTPL Financial liabilities at FVTPL ɝ ፄ༟ପ ɝ ව RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ As at 1 July 2024ɚཧɚ̬ϋ ɖ˜ɓ˚ 225,579 — Acquisitions ᒅ൯ 296,000 — Disposals ஈໄ (243,918) — Dividends receivedࢹٰ6,895) — Fair value changeᜊਗ (10,310) (2,583) Currency translation differencesᕘ (2,388) — As at 30 June 2025ɚཧɚʞϋʬ˜ɧɤ˚ 258,068 (2,583)
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 131 江南布衣有限公司 二零二五╱二六年度報告 3. ᎈ၍ଣ ᚃ 3.3 ᚃ (ii) ࠽ ୋɧॴ ᚃ ɽʔ̙ᝈ࿀፩ɝᅰኽ f 3. FINANCIAL RISK MANAGEMENT /parenleft.caseCONTINUED/parenright.case 3.3 Fair value estimation (Continued) (ii) Fair value measurements using significant unobservable inputs (level 3) (Continued) The following table summarises the quantitative information about the significant unobservable inputs used in level 3 fair value measurements. Description Fair value as at Unobservable inputs Range of inputs Relationship of unobservable inputs to fair value ࠑ࠽ʔ̙ᝈ࿀፩ɝᅰኽ ፩ɝᅰኽᇍఖ ٙ࠽ ڷ 30 June 2026 30 June 2025 2026 2025 ɚཧɚʬϋ ʬ˜ɧɤ˚ ɚཧɚʞϋ ʬ˜ɧɤ˚ ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Venture capital funds 249,664 186,362 Net assets value, determined by the fair value of the investees of the funds mainly based on the latest round financing N/A N/A The higher the net assets value, the higher the fair value. ږɓቃ ҳ༟࿁ʮ ֛ ʔቇ͜ ʔቇ͜൳৷f Investment in a private company 5,856 5,856 Revenue growth rate 6.4%~15.8% 6.9%~19.1% The higher the revenue growth rate, the higher the fair value. ӷᐄʮ̡ҳ༟ଟ൳৷f Discounts for lack of marketability (“ DLOM”) 47.0% 47.0% The higher the DLOM, the lower the fair value. ұᜫ ұᜫ ࠽ ൳Эf Perpetuity growth rate 2% 2% The higher the perpetuity growth rate, the higher the fair value. ଟ൳৷f Financial products issued by commercial banks 120,339 65,850 Expected return rate 1.5~2.1% 1.8~3.2% The higher the expected return rate, the higher the fair value. ۜཫಂΫజлଟ൳৷f Contingent consideration receivable 2,096 — Discount rate 16.8% N/A The higher the discount rate, the lower of fair value. ್˾ᄆ ൨ତଟ ʔቇ͜൳Эf Contingent consideration payable 4,674 2,583 Revenue growth rate 37.7%~51.7% 23.1%~44.5% The higher the revenue growth rate, the higher the fair value. ್˾ᄆଟ൳৷f Gross profit margin 59.6%~60.7% 59.5%~64.7% The higher the gross profit margin, the higher the fair value. ˣлଟ൳৷f
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 132 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 3. ᎈ၍ଣ ᚃ 3.3 ᚃ (ii) ࠽ ୋɧॴ ᚃ ࠠٙ f ࠽ ᄣ̋Ŋಯˇ 10%ٙܓ ɛ͏࿆ 37,796,000 ʩ ɚ ཧ ɚʞϋʬ˜ɧɤ˚jɛ͏࿆ 25,807,000 ʩ f ࠽ ᄣ̋Ŋಯˇ 10%ٙܓ ɛ͏࿆ 467,000 ʩ ɚ ཧ ɚʞϋʬ˜ɧɤ˚jɛ͏࿆ 258,000 ʩ f (iii) ᚣ ʮʪᄆ ࠽ ٙ f 4. ࠅ Ը๕ d͉ʮ̡ԫఱԨ͊ίՉ˼ ʿணf ᗫΪ९ϾЪ̈f f ࡌٙࠇ ึ ึ ಂගʿ͊ԸಂගᆽႩf Ը๕ ɨ ᎈ Ը๕f 3. FINANCIAL RISK MANAGEMENT /parenleft.caseCONTINUED/parenright.case 3.3 Fair value estimation (Continued) (ii) Fair value measurements using significant unobservable inputs (level 3) (Continued) There were no significant inter-relationships between unobservable inputs that materially affect fair values. If the fair value of the financial assets at FVTPL held by the Group had been 10% higher/lower, the profit before income tax for the year ended 30 June 2026 would have been approximately RMB37,796,000 higher/lower (30 June 2025: RMB25,807,000). If the fair value of the financial liabilities at FVTPL held by the Group had been 10% higher/lower, the profit before income tax for the year ended 30 June 2026 would have been approximately RMB467,000 lower/higher (30 June 2025: RMB258,000). (iii) Fair value of the Group’s financial assets and financial liabilities that are not measured at fair value on a recurring basis (but fair value disclosures are required) The management of the Group considers the carrying amounts of financial assets and financial liabilities recorded at amortized cost in the consolidated financial statements approximate their fair value. 4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATE UNCERTAINTY In the application of the Group’s accounting policies, the directors of the Company are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Key sources of estimation uncertainty The following are the key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period that may have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 133 江南布衣有限公司 二零二五╱二六年度報告 4. ࠅ Ը๕ ᚃ Ը๕ ᚃ (a) ࠽ ਯᄆdϔৰቖਯ ϓ͉f ٙ ᙧഐe͊Ը ϓ͉ ɽкᓙf జѓಂ͋ щცЪ̈ಯf ཀ Չ̙ঐΪ Б ɽᜊਗf (b) ৗᛆ ˒Զৗᛆf͉ණྠ၍ଣᄴП ٙ ࠇ ̙ঐʔึ̈ତɽඎ ͉ණྠʊՈ௪̂ԑ dνቖਠeᇞɨཧ ࣸن ආБf 4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATE UNCERTAINTY /parenleft.caseCONTINUED/parenright.case Key sources of estimation uncertainty (Continued) (a) Net realisable value of inventories Net realisable value of inventories is the estimated selling price in the ordinary course of business, less estimated costs necessary to make the sale. The Group assesses the net realisable value of the inventories as well as the required amount of impairment of inventory provision at the end of each reporting period, which involves significant judgement on determination of the estimated net realisable value of the inventories based on the consideration of key factors such as ageing profile, future sales projection, estimated future selling prices and estimated costs necessary to make the sale of the respective inventories. The Group performs regular check on the physical conditions of inventories and assesses possible write-down for any damaged inventories at the end of each reporting period. These key estimates are based on the current market condition and the historical experience of selling products of similar type, which are reassessed at the end of each reporting period as they could change significantly as a result of changes in customer taste and competitors actions in response to severe industry cycle. (b) Right of return The Group offers right of return to distributors and end customers. The Group management estimates the amount of returns associated with sales in a specific period, which are deducted from the total revenue arising from such sales. Historical experience is used to estimate and provide for the returns, using the expected value method, and revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. Management believes that the Group has possessed sufficient historical experience and patterns to estimate sales returns based on different customer profiles, e.g. distributors, offline retail customers, online retail customers, etc. Such estimates are performed on a periodic basis taking into account the competitive landscape, economic environment, and changes in customer taste.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 134 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 4. ࠅ Ը๕ ᚃ Ը๕ ᚃ (c) ྌ ˒ މ ཫಂг౬ጐ ࡰ Ꮠಯˇf ᗫᒟкᓙ Ъ̈˲ ɽᅂᚤʘᗫᒟкᓙ Ԉɪ˖ ̮ f (a) ॡಂ ʔБԴ˟ ॡ༣ ʘಂ ɝॡಂf j • ಂ ऒʿ̶ᕘၮಛd͉ණྠஷ੬ึΥ ʔ˟ i • d͉ණ ʔ˟ i • ዝ̦ॡಂʿ՟˾ʊ ุਕʕᓙ f ʔБԴ ፯ ઋ છՓᇍఖʫd f 4. CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATE UNCERTAINTY /parenleft.caseCONTINUED/parenright.case Key sources of estimation uncertainty (Continued) (c) Membership-based customer loyalty program The Group offers a membership-based customer loyalty program, under which customers who joined the membership are able to accumulate reward points through purchases of goods and could redeem these reward points for vouchers entitling discount on a subsequent purchase. The Group accrues for contract liability as members accumulate points based on the estimated standalone selling price of the points expected to be redeemed. When members redeem awards, the accrued contract liability is reduced correspondingly. Critical judgements in applying accounting policies The following are the critical judgements, apart from those involving estimations (see above), that the directors of the Company have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts recognised in the consolidated financial statements. (a) Determination of the lease term In determining the lease term, management considers all facts and circumstances that create an economic incentive to exercise an extension option, or not exercise a termination option. Extension options (or periods after termination options) are only included in the lease term if the lease is reasonably certain to be extended (or not terminated). The following factors are normally the most relevant: • If there are significant penalties to terminate (or not extend), the Group is typically reasonably certain to extend (or not terminate); • If any leasehold improvements are expected to have a significant remaining value, the Group is typically reasonably certain to extend (or not terminate); • Otherwise, the Group considers other factors including historical lease durations and the costs and business disruption required to replace the leased asset. The lease term is reassessed if any option is actually exercised (or not exercised) or the Group becomes obliged to exercise (or not exercise) it. The assessment of reasonable certainty is only revised if a significant event or a significant change in circumstances occurs, which affects this assessment, and that is within the control of the lessee.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 135 江南布衣有限公司 二零二五╱二六年度報告 5. ࣘ a) ϗɝ e ˒ ᆽႩf (b) ࣘ జѓ ٫ уੂБ f ᐄʱd ܙܓ ุਕf ̙జѓʱj • ܸJNBYi • ᄳejnby by JNBY ʿLESSi • ܸPOMME DE TERRE ᇻ ৵ e JNBYHOMEeonmygameeB1OCK ഃ f ၾ͉ၝ ᐄ༶Ӕഄ ࿁ᐄʱආБ༟๕ f 5. REVENUE AND SEGMENT INFORMATION (a) Revenue The Group is primarily engaged in the design, marketing and sales of fashion apparel, accessory products and household goods. Revenue from sales of goods is recognised at the point in time when control of the products is transferred to the customers. (b) Segment information The Group operates multiple operating segments based on different brands. The operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision-maker (the “ CODM”), the executive directors. Management has determined the operating segments based on the information reviewed by the CODM for the purposes of allocating resources and assessing performance. The CODM considers the business from product perspective. The CODM considers there are three reportable segments as follows: • Mature brand representing JNBY; • Younger brands representing CROQUIS, jnby by JNBY and LESS; • Emerging brands representing POMME DE TERRE ( ᇻ৵ ), JNBYHOME, onmygame, B1OCK and etc. Other information, together with the segment information, provided to the CODM, is measured in a manner consistent with that applied in this consolidated financial statements. There were no segment assets and segment liabilities information provided to the CODM, as the CODM does not use this information to allocate resources to or evaluate the performance of the operating segments.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 136 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 5. ᚃ (b) ᚃ ڌٙ ତf 5 . REVENUE AND SEGMENT INFORMATION /parenleft.caseCONTINUED/parenright.case (b) Segment information (Continued) The Group assesses the performance of the reportable segments based on the respective reportable segment’s operating profit. Year ended 30 June 2026 ܓ Mature brand Younger brands Emerging brands Total ࠇ RMB’000 RMB’000 RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Revenue ϗɝ Mainland China ʕʫή 3,213,238 2,321,315 477,211 6,011,764 Outside Mainland Chinaʕʫή 27,401 6,793 301 34,495 Revenue from external customersϗɝ 3,240,639 2,328,108 477,512 6,046,259 Segment gross profit ʱˣл 2,264,443 1,532,028 233,199 4,029,670 Segment operating profit ʱᐄлᆗ 1,371,821 640,570 20,904 2,033,295 Unallocated selling and marketing expenses, administrative expenses and reversal of impairment on financial assets ͊ʱৣቖਯʿᐄቖක ፄ ᅡΫ (829,011) Other income and gains, net Չ˼ϗूʿлଋᕘ 129,618 Total operating profit ᐄлᆗᐼᕘ 1,333,902 Year ended 30 June 2025 ܓ Mature brand Younger brands Emerging brands Total ࠇ RMB’000 RMB’000 RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Revenue ϗɝ Mainland China ʕʫή 2,988,238 2,165,499 361,048 5,514,785 Outside Mainland Chinaʕʫή 24,725 8,618 257 33,600 Revenue from external customersϗɝ 3,012,963 2,174,117 361,305 5,548,385 Segment gross profit ʱˣл 2,065,499 1,387,512 185,930 3,638,941 Segment operating profit ʱᐄлᆗ 1,237,051 597,488 25,244 1,859,783 Unallocated selling and marketing expenses, administrative expenses and reversal of impairment on financial assets ͊ʱৣቖਯʿᐄቖක ፄ ᅡΫ (726,000) Other income and gains, net Չ˼ϗूʿлଋᕘ 63,388 Total operating profit ᐄлᆗᐼᕘ 1,197,171
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 137 江南布衣有限公司 二零二五╱二六年度報告 5. ᚃ (b) ᚃ Νfʱᐄ лᆗdʕ Ԩೌʱৣ͊ʱৣ ቖਯʿ ᐄቖ˸ʿ݁ᅡΫeՉ˼ ɝሪʘᏐЦᑌᐄʮุ̡ᐶe ිజ˸ʱৣ ˙όf (c) ව ˴ ତʘϞ fΪϤdස яΐʱϗɝʿʱุᐶf (d) ࣘ ϗɝѩ๕Іʕd˲͉ණ ʕf (e) ࣘ d฿ೌఊ ٙ10%˸ɪf 5 . REVENUE AND SEGMENT INFORMATION /parenleft.caseCONTINUED/parenright.case (b) Segment information (Continued) The accounting policies of the operating segments are the same as the Group’s accounting policies. Segment operating profit represents the profit earned by each segment without allocation of unallocated selling and marketing, and administration costs, directors’ emoluments, reversal of impairment on financial assets, other income and gains, net, share of results of an associate accounted for using the equity method, finance income and finance costs. This is the measure reported to the CODM for the purposes of resource allocation and performance assessment. (c) Segment assets and liabilities The CODM makes decisions according to operating results of each segment. No analysis of segment asset and segment liability is presented as the CODM does not regularly review such information for the purposes of resources allocation and performance assessment. Therefore, only segment revenue and segment results are presented. (d) Geographical information Substantially all of the Group’s revenue from external customers were generated in the PRC and substantially all of the Group’s non-current assets (not including financial assets) were located in the PRC. (e) Information about major customers During the year ended 30 June 2026 and 2025, no single customer contributes over 10% of the Group’s total revenue.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 138 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 5. ᚃ (f) ව (i) ව වj ɛ͏࿆ 459,267,000ʩf (ii) ʊᆽႩϗɝ ٙ f 5 . REVENUE AND SEGMENT INFORMATION /parenleft.caseCONTINUED/parenright.case (f) Assets and liabilities related to contracts with customers (i) Contract liabilities related to contracts with customers The Group has recognised the following liabilities relating to contracts with customers: As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Advances from distributors ཫϗቖਠಛධ 379,500 422,078 Customer loyalty programmeྌ 49,421 41,351 428,921 463,429 As at 1 July 2024, contract liabilities amounted to RMB459,267,000. (ii) Revenue recognised in relation to contract liabilities The following table shows how much of the revenue recognised in the current reporting period relates to carried-forward contract liabilities. Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Revenue recognised that was included in the contract liabilities balance at the beginning of the year ʊᆽႩϗɝ 463,429 459,267
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 139 江南布衣有限公司 二零二五╱二六年度報告 5. ᚃ (g) ഄ e ˒ ߒ වf ᅂ ̍ ቖਯf (i) ۜ — ቖਠ ֛ ʘਯᄆʿቖ˙όfቖਠ ᅰഐၑf ʹ ᄻʿᑦฦ ʹ˹ʚቖਠ ᝈᗇ ۜ ༺ϓf лf༈ഃቖਯ ᆽ лd Їజѓ ᆽႩৗ ව f 5 . REVENUE AND SEGMENT INFORMATION /parenleft.caseCONTINUED/parenright.case (g) Accounting policy of revenue recognition The Group is primarily engaged in the design, marketing and sales of fashion apparel, accessory products and household goods. Revenue from sales of goods is recognised at the point in time when control of the products is transferred to the customers. Receipt in advance from distributors before delivery of products are recognised as contract liabilities. In determining the transaction price for the sale of goods, the Group considers the effect of variable considerations, and consideration payable to the customers. No significant financing component is deemed present as the sales are made with a credit term consistent with market practice. (i) Sales of goods — distributors A significant portion of the Group’s products are sold to distributors, who have discretion over both the selling price and the distribution channels for such products to be sold in their designated geographical areas. Distributors are generally required to pay deposits when placing purchase orders and are required to settle the full payment prior to delivery of the products. Revenues are recognised upon delivery, which occurs when distributors pick up goods at the Group’s premises or when goods are handed over to a third party forwarder as designated by a specific distributor. Delivery occurs when the risks of obsolescence and loss are transferred to the distributors, i.e., when the goods are delivered to the distributors or the third party forwarders in accordance with the sales contract, or the acceptance provisions have lapsed or the Group has objective evidence that all criteria for acceptance have been satisfied and there is no unfulfilled obligation that could affect the distributors’ acceptance of the products. The Group offers volume rebates to distributors as agreed in the sales contracts. Revenue from these sales is recognised based on the price specified in the contract, net of the estimated volume rebates. Historical experience is used to estimate and provide for the rebates, using the expected value method, and revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. A refund liability (included in accruals and other liabilities) is recognised for expected volume rebates payable to distributors in relation to sales made until the end of the reporting period.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 140 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 5. ᚃ (g) ഄ ᚃ (i) ۜ — ቖਠ ᚃ ኽ ৗʿఱৗЪ̈ᅡ௪d˲ ɨd˙ᐏᆽႩf ɝ ɝཫ˹ಛධe ࣛ Ꮠሜቖਯϓ͉f (ii) ۜ — ཧਯ ˂፟ഃୋɧ˙ᇞɪཧਯ ˒ ˒ʊ ϗɝᐏᆽႩfఱᇞɪཧਯᕘϾԊd ኽ Ъ̈ሜf ʱৣ ଢ଼ ࠋߒ ᆽႩf ˹ ගપϾ᙮ೌૢf 5 . REVENUE AND SEGMENT INFORMATION /parenleft.caseCONTINUED/parenright.case (g) Accounting policy of revenue recognition (Continued) (i) Sales of goods — distributors (Continued) Distributors are also offered with right of return within the limit as agreed in the sales contracts. Revenue is adjusted for estimated expected returns based on historical pattern. Historical experience is used to estimate and provide for the returns, using the expected value method, and revenue is only recognised to the extent that it is highly probable that a significant reversal will not occur. A refund liability (included in accruals and other liabilities) is recognised for expected returns payable to distributors in relation to sales made. An asset for anticipate return (included in prepayments, deposits and other assets) and corresponding adjustment to cost of sales are also recognised for the right to recover products from distributors. (ii) Sales of products — retail The Group sells its products to end customers via a chain of retail outlets of the Group or over third party online retail platform such as Tmall.com. Revenue is recognised when the acceptance by end customers can be reasonably estimated. For offline retail sales, revenue is recognised when the customer has accepted the product at the retail outlet. For online retail sales, revenue is recognised when the control of the products is transferred to customers. Revenue is adjusted for the value of expected returns. The Group considers whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price need to be allocated. The Group operates a loyalty programme where customers accumulate points for purchases made which entitle them to discounts on future purchases. A contract liability for the award points is recognised at the time of the sale. Revenue is recognised when the points are redeemed or expired. A receivable is recognised when the products are accepted as this is the point in time that consideration is unconditional because only the passage of time is required before the payment is due.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 141 江南布衣有限公司 二零二五╱二六年度報告 6. ൬͜6. EXPENSES BY NATURE Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Cost of inventories sold ʊਯπϓ͉ 1,825,113 1,740,701 Employee benefit expenses (including share-based compensation expenses) (Note 8) ٙ ൗ8 699,638 539,276 Promotion and marketing expense પᄿʿᐄቖක˕ 548,142 498,901 Workforce contracting expenses ௶ਗɢ̮̍ක˕ 491,710 451,347 Depreciation and amortisation (Notes 13, 14 &15)ൗ13e14ʿ15 — Right-of-use assets — Դ͜ᛆ༟ପ 308,783 296,280 — Investment properties and other property, plant and equipment — ุʿՉ˼ʔਗପe ʿண௪ 117,031 124,851 — Intangible assets — ೌҖ༟ପ 11,243 9,299 Expenses relating to short-term leases and variable lease payments (Notes 14) ൬͜ ൗ 14 338,569 312,008 Commission expenses to online platforms൬͜ 103,275 87,426 Transportation and warehouse expenseᎷක˕ 85,461 66,869 Provision for inventories (Note 16)ൗ16 77,759 80,116 Materials for apparel samples൬ 29,294 22,538 Auditors’ remunerationږ Audit services — ਕ 2,000 2,400 — Non-audit services — ਕ — 526 Reversal of impairment on financial assetsᅡΫ (114) (1,786) Others Չ˼ 204,071 183,850 Total cost of sales, selling and marketing expenses, reversal of impairment on financial assets and administrative expenses ፄ༟ପ ᅡΫ˸ක˕ᐼᕘ 4,841,975 4,414,602
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 142 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 7. Չ˼ϗूʿлଋᕘ (i) ִٙ݁ Ϟ ԫධf 8. ၅лක˕ 7. OTHER INCOME AND GAINS, NET Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Government grants (i)п (i) 65,834 76,484 Net fair value change of financial productsᜊਗ ଋᕘ 1,850 2,289 Net fair value change of venture capital fundsᜊਗ ଋᕘ 60,275 (3,364) Net fair value change of contingent consideration receivable and payable ࠽ ᜊਗଋᕘ 5 (2,583) Net gains on early termination of right-of-use assets and lease liabilities (Note 14) ˟Դ͜ᛆ༟ପව л ଋᕘൗ 14 357 407 Net losses on disposal of property, plant and equipment ʿண௪ᑦฦଋᕘ (680) (757) Donationsಛ (155) (657) Fair value change of investment for a private companyᜊਗ — (9,235) Others Չ˼ 2,132 804 129,618 63,388 (i) Government grants during the years presented are primarily financial subsidies received from local governments in the PRC. There are no unfulfilled conditions or contingencies relating to such income. 8. EMPLOYEE BENEFIT EXPENSES Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Salaries, bonus and other welfaresʿՉ˼၅л 559,846 436,138 Social security contribution and housing fund (a)ږa) 71,394 53,019 Share-based compensation (Note 24)ൗ24 68,398 50,119 699,638 539,276
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 143 江南布衣有限公司 二零二五╱二六年度報告 8. ၅лක˕ ᚃ (a) ၍ଣʿᐄ ፭ ֛ ৗ f d d྇ ӚϗОԶಛdɰೌϞᗫӚϗԶಛ ЭତϞԶಛ˥̻f (b) ʞΤ௰৷ᑚɛɻ ᑚཇක˕ ൗ 24ɓΤ ࿚Їɚཧɚʞϋʬ˜ɧɤ˚˟ϋ ൗ34fʊ ˹ʿᏐ˹ʚቱɨ̬Τɛɻ ࿚Їɚཧɚʞϋʬ˜ɧɤ˚˟ νɨj 8. EMPLOYEE BENEFIT EXPENSES /parenleft.caseCONTINUED/parenright.case (a) Employees of the PRC subsidiaries are required to participate in a defined contribution retirement scheme administered and operated by the local municipal government. The Group contributes funds which are calculated on fixed percentage of the employees’ salary (subject to a floor and cap) as set by local municipal government to each scheme locally to fund the retirement benefits of the employees. For the years ended 30 June 2026 and 2025, there were no forfeited contributions (by employers on behalf of employees who leave the plan prior to vesting fully in such contributions) which may be used by the employer to reduce the existing level of contributions. (b) Five highest paid individuals The five individuals whose emoluments including share-based compensation expenses (Note 24) were the highest in the Group for the year included one (For the year ended 30 June 2025: one) director whose emoluments are reflected in the analysis presented in Note 34. The emoluments paid and payable to the remaining four individuals (For the year ended 30 June 2025: four) were as follows: Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Basic salaries and allowances൨ 8,220 8,383 Discretionary bonusesߎڀ24,065 16,021 Social security contributionᎈԶಛ 576 569 Share-based compensationᑚཇ 18,262 12,818 51,123 37,791
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 144 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 8. ၅лක˕ ᚃ (b) ʞΤ௰৷ᑚɛɻ ᚃ ڝ ൗ24˸ɨᇍఖj 9. ৌਕϗूଋᕘ 8. EMPLOYEE BENEFIT EXPENSES /parenleft.caseCONTINUED/parenright.case (b) Five highest paid individuals (Continued) The emoluments including share-based compensation expenses (Note 24) of the remaining highest paid individuals fell within the following bands: Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ Emolument band:ᇍఖj HK$7,000,001 to HK$7,500,000 7,000,001 ಥʩЇ 7,500,000 ಥʩ — 1 HK$10,000,001 to HK$10,500,000 10,000,001 ಥʩЇ 10,500,000 ಥʩ — 2 HK$11,500,001 to HK$12,000,000 11,500,001 ಥʩЇ 12,000,000 ಥʩ 1 — HK$12,500,001 to HK$13,000,000 12,500,001 ಥʩЇ 13,000,000 ಥʩ — 1 HK$14,000,001 to HK$14,500,000 14,000,001 ಥʩЇ 14,500,000 ಥʩ 1 — HK$14,500,001 to HK$15,000,000 14,500,001 ಥʩЇ 15,000,000 ಥʩ 1 — HK$17,000,001 to HK$17,500,000 17,000,001 ಥʩЇ 17,500,000 ಥʩ 1 — 4 4 9. FINANCE INCOME, NET Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Finance income ৌਕϗू Interest income on cash and cash equivalents, and term deposits with initial term over 3 months ൴ཀ ϗɝ 40,214 44,217 Net foreign exchange gains on financing activitiesිгϗूଋᕘ 8,923 10,750 49,137 54,967 Finance costs ৌਕ൬͜ Interest expenses on lease liabilities (Note 14(b)) ൗ14(b) (25,870) (31,968) Interest expenses on bank borrowingsක˕ (1,359) (484) (27,229) (32,452) Finance income, net ৌਕϗूଋᕘ 21,908 22,515
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 145 江南布衣有限公司 二零二五╱二六年度報告 10. ൬͜ ٙܓ νɨj (i) ᐏᒀе f (ii) ಥл ఱ͊൴ཀ 2,000,000ܲ8.25%ಥлd ൴ཀ 2,000,000ܲۆ16.5% ͉ණྠ࿚Їɚཧɚʬϋʿɚཧɚʞ лᆗd ᅡ௪f (iii) ܲܓ25% Άุৰ̮f e ၑf ࠋא ቇ͜ଟᜊਗਗ਼ᅂᚤ͉ණྠ f 10. INCOME TAX EXPENSE The income tax expense of the Group for the years ended 30 June 2026 and 2025 are analysed as follows: Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Current income tax expense൬͜ — Enterprise income tax expense — ൬͜ 304,718 292,511 Deferred income tax charge (Note 28)ൗ28 53,023 28,143 357,741 320,654 (i) Cayman Islands income tax The Company was incorporated in the Cayman Islands as an exempted company with limited liability under the Company Law of Cayman Islands and, accordingly, is exempted from payment of Cayman Islands income tax. (ii) Hong Kong profits tax Entities incorporated in Hong Kong China are subject to Hong Kong profits tax at a rate of 8.25% on assessable profits up to HK$2,000,000 and 16.5% on any part of assessable profits over HK$2,000,000 for the years presented. No Hong Kong tax was provided for as there was no estimated assessable profit that was subject to Hong Kong profits tax during the years ended 30 June 2026 and 2025. (iii) PRC enterprise income tax Enterprises incorporated in Mainland China are generally subject to income tax rates of 25% throughout the years presented except for enterprises with approval for preferential rate. The income tax provision of the Group in respect of its operations in Mainland China has been calculated at the applicable tax rate on the estimated assessable profits based on existing legislations, interpretations and practices. Since the deferred tax assets and liabilities shall be measured at the tax rates that are expected to apply to the year when the assets is realised or the liability is settled, the change in the applicable tax rate will affect the determination of the carrying values of deferred tax assets and liabilities of the Group’s subsidiaries located in Mainland China.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 146 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 10. ൬͜ ᚃ (iv) ଟ ഃ̙ԮϞʕ ਕᐼ҅ ਕᐼ҅ฆлΆุᎴ ቇ͜ މ5%ɚཧɚʞϋj 5%f (v) ̮༟ΆุΣऎ ᖮॶ 10%͟ɚཧ ɚཧཧɖϋɤɚ˜ɧɤɓ Ϟਕૢ ཫϔଟf ψ̹ ی ͏Άุ 201935 ධ ɨ ̺В މ5%f 10. INCOME TAX EXPENSE /parenleft.caseCONTINUED/parenright.case (iv) Preferential income tax rate For certain subsidiaries of the Group in Mainland China, they are entitled to the preferential income tax rate for Small Low-profit Enterprises issued by the State Administration of Taxation of the PRC (“ SAT”). The applicable tax rate is 5% for the year ended 30 June 2026. (2025: 5%). (v) PRC withholding income tax Pursuant to the PRC Corporate Income Tax Law, a 10% withholding tax is levied on the dividends declared to foreign investors from the foreign investment enterprises established in Mainland China. The requirement is effective from 1 January 2008 and applies to earnings after 31 December 2007. A lower withholding tax rate may be applied if there is a tax treaty between the PRC and the jurisdiction of the foreign investors. As filed with Hangzhou municipal tax bureau in September, November 2025 and March 2026, Hangzhou Liancheng Huazhuo Industrial Co., Ltd., and JNBY Finery Co., Ltd. meet the conditions and requirements stated in the Circular on the Non- residence Enterprise’s Tax Treaty Under Double Taxation Agreement (Guoshui No.35, 2019) issued by the SAT. Therefore, the enacted withholding tax rate on the dividends from Hangzhou Liancheng Huazhuo Industrial Co., Ltd. and JNBY Finery Co., Ltd. is 5%.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 147 江南布衣有限公司 二零二五╱二六年度報告 10. ൬͜ ᚃ (v) ᚃ ۃ лᆗ࿁ሪνɨj (i) ͉ ණྠ̙Զʱৣଋлᆗᐼᕘ 75%f Չ ԨᆽႩᕘ̮ཫϔɛ͏࿆ 17,317,000 ʩfԫ ٰ0.75ӊ ɛ͏࿆ 0.66ɗɓ ݁ࢹٰܓ ഄf ʮ ѓ2025 ୋ002˸ʕ dί 2025 ϋ1˜1˚Ї2028 ϋ12˜31ટҳ༟ୌΥૢ ᗫΎҳ༟ еᛆूf 10. INCOME TAX EXPENSE /parenleft.caseCONTINUED/parenright.case (v) PRC withholding income tax (Continued) The income tax expense for the year can be reconciled to the profit before tax per the consolidated statement of profit or loss and other comprehensive income as follows: Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Profit before income taxлᆗ 1,354,706 1,218,172 Tax calculated at domestic tax rate applicable to profits in the PRC (25%) ٙ ධ (25%) 338,677 304,543 Preferential income tax benefitsлू (1,558) (2,585) Different tax jurisdiction ʔΝਕᛆਜ 1,395 231 Tax effect of income not taxable for tax purposeٙᅂᚤ (12,378) (7,320) PRC dividend withholding income tax (i) (i) 36,071 35,018 Research and development tax creditϔ (11,204) (11,134) Tax losses and deductible temporary difference for which no deferred tax asset was recognised ධᑦฦʿ ᕘ 57 3,097 Expenses not deductible for tax purpose and other tax effect ක˕ʿՉ˼ਕᅂᚤ 6,681 2,213 Utilisation of previously unrecognised deductible temporary differences ᕘ — (3,409) Income tax expense൬͜ 357,741 320,654 (i) The Group adopted a general annual dividend policy of declaring dividends on an annual basis of 75% of its total net profit attributable to the Group for any particular fiscal year. During the year ended 30 June 2026, the Group revised its estimation and recognised additional withholding tax of RMB17,317,000. A special dividend of HK$0.75 per ordinary share (equivalent to approximately RMB0.66 per ordinary share) have been proposed by the Board. The directors are of the view that such belongs to one-off events and the Group will continue to follow the general annual dividend policy going forward. Under Public Notice 2025 No.002 issued by the PRC Ministry of Finance and State Taxation Administration and Ministry of Commerce, qualified foreign non-resident investors may obtain a tax-credit entitlement by reinvesting dividends distributed by Chinese resident enterprises into eligible domestic direct investments between 1 January 2025 and 31 December 2028. The Group obtained the tax-credit entitlement for such reinvested profits.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 148 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 10. ൬͜ ᚃ (v) ᚃ ٙ ධ༟ପf တdϾ ಂഐᔷf ධᑦฦɛ ͏࿆71,545,000 ʩ ɚཧɚʞϋjɛ͏࿆71,197,000 ʩ ᆽ Ⴉ ධ༟ପɛ͏࿆ 11,876,000 ʩ ɚཧɚʞϋ j ɛ͏࿆ 11,819,000 ʩ f ᛆਜʫᐄ༶f ධ ྼ 15%࣬ ᖮॶԑf 11. ϗू (a) ਿ͉ лᆗ ኽա ၑf (b) ᙑ Ͼሜ ၑf 10. INCOME TAX EXPENSE /parenleft.caseCONTINUED/parenright.case (v) PRC withholding income tax (Continued) The unused tax losses were incurred by subsidiaries that are not likely to generate taxable income in the foreseeable future for which no deferred tax asset has been recognised. The tax losses in Mainland China can be carried forward and will expire in 5 years, and losses in Hong Kong China can be carried forward indefinitely. As at 30 June 2026, the Group did not recognise deferred tax asset of RMB11,876,000 (2025: RMB11,819,000) in respect of accumulated tax losses amounting to RMB71,545,000 (2025: RMB71,197,000). The Group is operating in certain jurisdictions where the Pillar Two Rules are effective. However, as the Group’s estimated effective tax rates of all the jurisdictions in which the Group operates are higher than 15%, after taking into account certain adjustments under the Pillar Two Rules based on management’s best estimate, the management of the Group considered the Group is not liable to top-up tax under the Pillar Two Rules. 11. EARNINGS PER SHARE (a) Basic Basic earnings per share is calculated by dividing the profit for the year attributable to the shareholders of the Company by the weighted average number of ordinary shares in issue excluding shares held under the RSU scheme in issue during the years presented. Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ Profit for the year attributable to shareholders of the Company (RMB’000) лᆗɛ͏࿆ɷʩ 997,445 892,650 Weighted average number of ordinary shares in issue excluding shares held under the RSU scheme in issue (‘000) ̋ᛆ̻ѩᅰ Ϟ 517,547 512,078 Basic earnings per share (expressed in RMB per share) 1.93 1.74 (b) Diluted Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 149 江南布衣有限公司 二零二五╱二六年度報告 11. ϗू ᚃ (b) ᙑ ᚃ ΅ f лԨೌ ɽᅂᚤf 12. ࢹٰ ٰ 0.93˜ʘʕ ٰ0.52ࠇ477,382,000 ಥʩʿ 274,229,000ɛ͏࿆440,941,000 ʩʿɛ͏࿆ 243,111,000ܓ ˹f ٰ 0.86˜ʘʕ ٰ0.45ࠇ443,448,000 ಥʩʿ 230,330,000ɛ͏࿆411,973,000 ʩʿɛ͏࿆ 217,396,000ܓ ˹f 11. EARNINGS PER SHARE /parenleft.caseCONTINUED/parenright.case (b) Diluted (Continued) The Company has one category of dilutive potential ordinary shares, which is the RSUs granted to employees. The RSUs are assumed to have been fully vested and released from restrictions with no significant impact on earnings. Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ Profit for the year attributable to shareholders of the Company (RMB’000) лᆗɛ͏࿆ɷʩ 997,445 892,650 Weighted average number of ordinary shares in issue excluding shares held for RSU scheme in issue (‘000) ա ΅ 517,547 512,078 Effect of dilutive potential ordinary shares-RSU (‘000)ٰ— ΅ʘᅂᚤ 10,252 13,089 Weighted average number of ordinary shares for the calculation of diluted earnings per share (‘000) ̋ᛆ 527,799 525,167 Diluted earnings per share (expressed in RMB per share) 1.89 1.70 12. DIVIDENDS Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Dividends recognised as distribution and paid by the Company ᆽႩމࢹٰٙ 684,052 629,369 A final dividend in respect of the year ended 30 June 2025 of HK$0.93 per ordinary share and an interim dividend in respect of the six months ended 31 December 2025 of HK$0.52 per ordinary share, in an aggregate amount of HK$477,382,000 and HK$274,229,000 (equivalent to approximately RMB440,941,000 and RMB243,111,000), were recognised as distribution and paid during the year ended 30 June 2026. A final dividend in respect of the year ended 30 June 2024 of HK$0.86 per ordinary share and an interim dividend in respect of the six months ended 31 December 2024 of HK$0.45 per ordinary share, in an aggregate amount of HK$443,448,000 and HK$230,330,000 (equivalent to approximately RMB411,973,000 and RMB217,396,000), were recognised as distribution and paid during the year ended 30 June 2025.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 150 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 13. ʿண ௪ 13. INVESTMENT PROPERTIES AND OTHER PROPERTY, PLANT AND EQUIPMENT Office equipment and others Machinery Motor vehicles Leasehold improvements Construction in progress Buildings Subtotal Investment properties (a) Total ፬ʮண௪ʿ Չ˼ ዚኜ ԓሿࡌʈ܊גࠇุ (a)ࠇ RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Year ended 30 June 2025 ࿚Їɚཧɚʞϋʬ˜ɧɤ˚ ܓ Opening net book value࠽28,377 56,179 4,911 176,655 — 191,845 457,967 37,453 495,420 Additions ᄣ̋ 10,415 7,894 1,616 75,249 6,059 — 101,233 — 101,233 Depreciation ұᔚ (11,605) (9,877) (1,525) (89,112) — (11,040) (123,159) (1,692) (124,851) Currency translation differences ᕘ — — — — — (406) (406) — (406) Disposals ஈໄ (882) (263) (173) — — — (1,318) — (1,318) Closing net book value࠽26,305 53,933 4,829 162,792 6,059 180,399 434,317 35,761 470,078 As at 30 June 2025ɚཧɚʞϋʬ˜ɧɤ˚ Cost ϓ͉ 83,241 102,358 12,746 417,752 6,059 242,211 864,367 37,594 901,961 Accumulated depreciationұᔚ (56,936) (48,425) (7,917) (254,960) — (61,812) (430,050) (1,833) (431,883) Net book value࠽26,305 53,933 4,829 162,792 6,059 180,399 434,317 35,761 470,078 Year ended 30 June 2026 ࿚Їɚཧɚʬϋʬ˜ɧɤ˚ ܓ Opening net book value࠽26,305 53,933 4,829 162,792 6,059 180,399 434,317 35,761 470,078 Additions ᄣ̋ 10,842 1,900 937 64,107 80,529 3,608 161,923 — 161,923 Depreciation ұᔚ (10,063) (10,090) (1,477) (82,213) — (12,072) (115,915) (1,116) (117,031) Transfers ᔷᜫ — — — — — 23,755 23,755 (23,755) — Currency translation differences ᕘ (15) — — — — (803) (818) — (818) Disposals ஈໄ (1,165) (259) — — — — (1,424) — (1,424) Closing net book value࠽25,904 45,484 4,289 144,686 86,588 194,887 501,838 10,890 512,728 As at 30 June 2026ɚཧɚʬϋʬ˜ɧɤ˚ Cost ϓ͉ 86,627 102,889 13,683 436,386 86,588 270,504 996,677 12,017 1,008,694 Accumulated depreciationұᔚ (60,723) (57,405) (9,394) (291,700) — (75,617) (494,839) (1,127) (495,966) Net book value࠽25,904 45,484 4,289 144,686 86,588 194,887 501,838 10,890 512,728
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 151 江南布衣有限公司 二零二五╱二六年度報告 13. ʿண ௪ ᚃ ϔৰj (a) ุ ੭ ุɝሪf ɛ͏࿆ 23,755,000ุdΪ͉ණྠҷ ʿண௪f ɚཧ ɛ͏࿆ 10,890,000 ʩ ɚཧɚʞϋʬ˜ɧɤ˚jɛ͏ ࿆35,761,000 ʩ f 13. INVESTMENT PROPERTIES AND OTHER PROPERTY, PLANT AND EQUIPMENT /parenleft.caseCONTINUED/parenright.case Depreciation expenses have been charged to the consolidated statement of profit or loss and other comprehensive income as follows: Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Selling and marketing expenses ቖਯʿᐄቖක˕ 100,261 105,927 Administrative expensesක˕ 16,770 18,924 117,031 124,851 (a) Investment properties In May 2024, the Group acquired some commercial properties with lease arrangements from third parties in Hangzhou. Accordingly, these properties are accounted for as investment properties. During the year ended 30 June 2026, the carrying amount of investment properties of RMB23,755,000 (2025: nil) has been transferred to property, plant and equipment because of the change of use by the Group for its own operation. The investment properties are stated at cost less accumulated depreciation and less any impairment losses. As at 30 June 2026, the fair value of the Group’s investment properties were approximately equivalent to the carrying amount of RMB10,890,000 (30 June 2025: RMB35,761,000).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 152 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 14. ॡ༣ (a) ᕘ (i) ᚃ ʍอॡ༣ᙄdॡಂʧ˷ 1Ї 6ϋ ɚཧɚʞϋ j1Ї6˚ಂd͉ණ ྠᆽႩԴ͜ᛆ༟ପɛ͏࿆ 283,284,000 ʩ ɚཧɚʞ ϋjɛ͏࿆ 292,906,000 ʩ f (ii) d͉ණྠᐏ ɓ Ꮠ˾ᄆɛ͏࿆ 293,111,000Դ͜ᛆ༟ପf 14. LEASES (a) Amounts recognised in the consolidated statement of financial position As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Right-of-use assets Դ͜ᛆ༟ପ Offices and warehouses (i)ࢫࡑi) 219,808 275,042 Rented premises for stores (i)ุ (i) 365,202 336,663 Land use right (ii) ɺήԴ͜ᛆ (ii) 309,439 22,731 894,449 634,436 Lease liabilitiesව Lease liabilitiesව 379,138 354,792 Lease liabilities due to related parties (Note 32)ൗ32 170,220 228,776 549,358 583,568 Lease liabilitiesව Currentਗ 203,541 198,305 Non-currentਗ 175,597 156,487 379,138 354,792 Lease liabilities due to related partiesව Currentਗ 55,262 55,339 Non-currentਗ 114,958 173,437 170,220 228,776 (i) During the year ended 30 June 2026, the Group renewed several lease agreements and entered into several new lease agreements with lease terms ranged from 1 to 6 years (2025: 1 to 6 years). On date of lease commencement, the Group recognised right-of-use assets of RMB283,284,000 (2025: RMB292,906,000). (ii) During the year ended 30 June 2026, the Group obtained the land use right for a new modern park integrating digital research and development, intelligent warehousing and corporate culture center of its business. The corresponding consideration of RMB293,111,000 was recognised as a right- of-use asset.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 153 江南布衣有限公司 二零二五╱二六年度報告 14. ॡ༣ ᚃ (b) ᕘ ᕘνɨj ̈ᐼᕘ ɛ͏࿆ 675,629,000 ʩ ɚཧɚʞϋjɛ͏࿆ 640,044,000 ʩ f ɚཧɚʬϋʿɚཧɚʞϋʬ˜ɧɤ˚dಂॡ༣ଡ଼Υᗳ ಂॡ༣ଡ଼Υf (c) ਗ ˜ ಂᛆfॡ༣ йਿᆻਠd̍ў၇ʔΝૢಛʿૢfॡ༣ ץתٙ f (d) ̙ᜊॡ༣˹ಛ ̙ᜊ˹ಛૢಛfԴ ϓ ٙ ฦूʫᆽႩɝሪf 14. LEASES /parenleft.caseCONTINUED/parenright.case (b) Amounts recognised in the consolidated statement of profit or loss and other comprehensive income The consolidated statement of profit or loss and other comprehensive income shows the following amounts relating to leases: Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Depreciation charge of right-of-use assets Դ͜ᛆ༟ପʘұᔚක˕ — Retail shops and offices — ܃303,356 295,722 — Land use right — ɺήԴ͜ᛆ 6,403 558 Capitalized in Construction in progressʈ༟͉ — Land use right — ɺήԴ͜ᛆ (976) — 308,783 296,280 Interest expensesක˕ 25,870 31,968 Expense relating to short-term leasesක˕ 81,626 73,355 Expense relating to variable lease payments not included in lease liabilities වၾ̙ᜊॡ༣˹ಛ ක˕ 256,943 238,653 The total cash outflow for leases during the year ended 30 June 2026 was RMB675,629,000 (2025: RMB640,044,000). As at 30 June 2026 and 2025, the portfolio of short-term leases is similar to the portfolio of short-term leases to which the short-term lease expense disclosed above. (c) The Group’s leasing activities The Group leases various offices and retail stores. Rental contracts are typically made for fixed periods of 3 months to 6 years but may have extension options as described below. Lease terms are negotiated on an individual basis and contain a wide range of different terms and conditions. The lease agreements do not impose any covenants other than the security interests in the leased assets that are held by the lessor. Leased assets may not be used as security for borrowing purposes. (d) Variable lease payments Some leases contain variable payment terms that are linked to sales generated from a store. Variable payment terms are used for certain reasons, including minimising the fixed costs base for newly established stores. Variable lease payments that depend on sales are recognised in profit or loss in the period in which the condition that triggers those payments occurs.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 154 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 14. ॡ༣ ᚃ (e) ಂᛆʿ˟ᛆ ಂᛆʿ˟ᛆf༈ ༟ପɪϞпး̙ঐ f (f) ഄ Դ͜ᛆ༟ପ වf ॡ༣ଡ଼ϓʱf͉ණྠ፯ਗ਼ॡ༣ ٫ ਜʱf ව̍ j • ˹ಛ ಯОᏐϗॡ༣Ꮄ • ɨʘ͉ණྠཫಂᏐ˹ಛධdʿ • ͉ණྠБԴ ༈፯ᛆ f ಂᛆЪ̈ʘॡ༣˹ಛf ༈ ॡɛʘᄣ ॡɛίᗳЧᐑྤʕ˸ᗳЧૢಛe ږ ̀˕˹ʘлଟf 14. LEASES /parenleft.caseCONTINUED/parenright.case (e) Extension and termination options Extension and termination options are included in a number of property leases across the Group. These are used to maximise operational flexibility in terms of managing the assets used in the Group’s operations. (f) Accounting policy of leases Leases are recognised as a right-of-use asset and a corresponding liability at the date at which the leased asset is available for use by the Group. Contracts may contain both lease and non-lease components. The Group elects not to separate lease and non-lease components and accounts for these as a single lease component. Assets and liabilities arising from a lease are initially measured on a present value basis. Lease liabilities include the net present value of the following lease payments: • fixed payments (including in-substance fixed payments), less any lease incentives receivable • amounts expected to be payable by the Group under residual value guarantees, and • payments of penalties for terminating the lease, if the lease term reflects the Group exercising that option. Lease payments to be made under reasonably certain extension options are also included in the measurement of the liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be readily determined, which is generally the case for leases in the Group, the lessee’s incremental borrowing rate is used, being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 155 江南布衣有限公司 二零二五╱二六年度報告 14. ॡ༣ ᚃ (f) ഄ ᚃ ಛлଟd͉ණྠj • ᐏʘୋɧ˙ Іᐏୋɧ˙ፄ༟˸ Ըፄ༟ૢʘᜊਗ • ᎈ ᎈлଟdʿ • f ʿፄ༟ϓ͉ʘගЪ̈ʱৣfፄ༟ϓ͉ίॡ ಂගлଟ f ˸ɨධj • ᕘ i • ʘ Оॡ༣Ꮄ i • ટϓ͉f މ٫ ۆ ᗫ༟ପʘ̙Դ͜ϋಂʫʚ˸ұᔚf ߧ Ꮠሜf͉ වd ̙ ಛлଟf ᗫʘ˹ މ12ࡈ 12Ҧண௪ʿ ௧ᩬf 14. LEASES /parenleft.caseCONTINUED/parenright.case (f) Accounting policy of leases (Continued) To determine the incremental borrowing rate, the Group: • where possible, uses recent third-party financing received by the individual lessee as a starting point, adjusted to reflect changes in financing conditions since third party financing was received • uses a build-up approach that starts with a risk-free interest rate adjusted for credit risk for leases held by the Group, which does not have recent third party financing, and • makes adjustments specific to the lease, e.g. term, country, currency and security. Lease payments are allocated between principal and finance cost. The finance cost is charged to profit or loss over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period. Right-of-use assets are measured at cost comprising the following: • the amount of the initial measurement of lease liability; • any lease payments made at or before the commencement date less any lease incentives received; • any initial direct costs. Right-of-use assets are generally depreciated over the shorter of the asset’s useful life and the lease term on a straight-line basis. If the Group is reasonably certain to exercise an extension option, the right-of-use asset is depreciated over the underlying asset’s useful life. A change in the consideration for the lease, without increasing or decreasing the scope of the lease, results in a remeasurement of the lease liability and a corresponding adjustment to the right-of-use asset. The Group remeasures the lease liability, using the interest rate implicit in the lease for the remainder of the lease term, and it makes a corresponding adjustment to the right-of-use asset. The Group uses its incremental borrowing rate at the effective date of modification if the interest rate implicit in the lease is not readily determinable. Payments associated with short-term leases of stores and offices and all leases of low-value assets are recognised on a straight-line basis as an expense in profit or loss. Short-term leases are leases with a lease term of 12 months or less. Low- value assets comprise IT equipment and small items of office furniture.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 156 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 15. ೌҖ༟ପ ϔৰj 15. INTANGIBLE ASSETS Goodwill Computer software Brands Others Total ਠᚑ ཥ໘ழ Չ˼ࠇ RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Year ended 30 June 2025 ࿚Їɚཧɚʞϋʬ˜ɧɤ˚ ܓ Opening net book value࠽51,352 25,622 49,062 104 126,140 Additions ᄣ̋ — 10,518 — — 10,518 Amortisation charge ᛅቖක˕ — (4,249) (5,030) (20) (9,299) Closing net book value࠽51,352 31,891 44,032 84 127,359 As at 30 June 2025ɚཧɚʞϋʬ˜ɧɤ˚ Cost ϓ͉ 51,352 55,529 49,900 244 157,025 Accumulated amortisationᛅቖ — (23,638) (5,868) (160) (29,666) Net book value࠽51,352 31,891 44,032 84 127,359 Year ended 30 June 2026 ࿚Їɚཧɚʬϋʬ˜ɧɤ˚ ܓ Opening net book value࠽51,352 31,891 44,032 84 127,359 Additions ᄣ̋ — 10,088 — — 10,088 Amortisation charge ᛅቖක˕ — (6,192) (5,030) (21) (11,243) Closing net book value࠽51,352 35,787 39,002 63 126,204 As at 30 June 2026ɚཧɚʬϋʬ˜ɧɤ˚ Cost ϓ͉ 51,352 62,444 49,900 244 163,940 Accumulated amortisationᛅቖ — (26,657) (10,898) (181) (37,736) Net book value࠽51,352 35,787 39,002 63 126,204 Amortisation expenses have been charged to the consolidated statement of profit or loss and other comprehensive income as follows: Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Selling and marketing expenses ቖਯʿᐄቖක˕ 8,723 7,314 Administrative expensesක˕ 2,520 1,985 11,243 9,299
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 157 江南布衣有限公司 二零二五╱二六年度報告 15. ೌҖ༟ପ ᚃ (a) ഄ ཥ໘ழʿਠᅺ ಯ ֛ ̙Դ͜ϋಂ 10 ϋʫʚ˸ᛅቖf ϗᒅ˚ ̙Դ͜ϋ ᛅቖf ਠᚑ ᕘʿϗ ඎf ɝೌҖ༟ପf ପ͛ఊЗ ପ͛ఊЗ࠽ ༊f༈ʱৣɗʱৣЇཫಂਗ਼Іପ͛ਠᚑʘุਕΥԻաू ఊЗଡ଼й Ͼ္࿀ਠᚑʘ௰Эᄴϣ f ɛ͏࿆ 51,352,000ࠦ ္࿀f ᜊʷ ึһ᎖ήආБ༊f̍ўਠᚑʘ ึၾ̙ϗΫᅰ ආБˢ ಂගᅡΫf ପ͛ఊЗଡ଼йପ͛ʘлʿᑦฦ ପ͛ఊЗଡ଼йϞᗫʘਠ f 15. INTANGIBLE ASSETS /parenleft.caseCONTINUED/parenright.case (a) Accounting policy of intangible assets Computer software and trademarks Acquired computer software programs and trademarks are shown at historical cost less accumulated amortisation and accumulated impairment if any. Acquired computer software programs are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortised over their estimated useful lives of 10 years. Brands The brands were acquired as part of a business combination. They are recognised at their fair value at the date of acquisition and are subsequently amortised on a straight-line based on their estimated useful lives of 10 years. Goodwill Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer’s previously held equity interest in the acquiree (if any) over the net amount of the identifiable assets acquired and the liabilities assumed as at acquisition date. Goodwill on acquisitions of subsidiaries is included in intangible assets. Goodwill is allocated to cash-generating units (“ CGUs”) for the purpose of impairment testing. The allocation is made to those CGUs or group of CGUs that are expected to benefit from the business combination in which the goodwill arose. The units or groups of units are identified at the lowest level at which goodwill is monitored for internal management purposes. The goodwill of RMB51,352,000 is allocated to Huiju and monitored by management at Huiju level. Goodwill is not amortised but it is tested for impairment annually, or more frequently if events or changes in circumstances indicate that it might be impaired. The carrying value of the CGUs or group of CGUs containing the goodwill is compared to the recoverable amount, which is the higher of value in use and the fair value less costs of disposal. Any impairment is recognised immediately as an expense and is not subsequently reversed. Gains and losses on the disposal of CGUs or group of CGUs include the carrying amount of goodwill relating to the CGUs or group of CGUs disposed of.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 158 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 15. ೌҖ༟ପ ᚃ (b) ༊ ္છਠᚑ f ਠᚑɛ͏࿆ 51,352,000ᐼ˾ᄆ൴̈Ϊϗᒅᅆၳପ͛ʘ̙ᗆй༟ପ ʱf ୋ 36ᄲ ପ͛ఊЗdԨਗ਼༈ఊ ᕘආБˢ༰f ಂ ج ଟપၑf ಂ̻ ଟf ࿚Їɚཧɚʬϋʬ˜ɧɤ˚ʿɚཧɚʞϋʬ˜ɧɤ˚˟ϋ ᚣνɨj ତ ଟʿˣлଟ ࠽ ᎈf ږ ɛ͏࿆ 29 א ʞϋಂˣл ଟಯˇ 1%൨ତଟᄣ̋ 1%ቱᕘਗ਼ʱйಯˇ ɛ͏࿆ 3ɛ͏࿆ 4ϵຬʩf 15. INTANGIBLE ASSETS /parenleft.caseCONTINUED/parenright.case (b) Impairment testing of goodwill Goodwill is monitored by management at the CGU level. The goodwill of RMB51,352,000 represented the excess of total consideration over the fair value of identifiable net assets arisen from the acquisitions of Huiju, which was included in emerging brands segment. Management conducted impairment review on the goodwill according to HKAS 36 “Impairment of assets” which requires the Company to allocate the goodwill to the CGU and compare the unit’s carrying amount with its recoverable amount. The recoverable amount of the CGU of Huiju has been determined based on a value in use calculation using cash flow projections based on financial budgets covering a five-year period approved by management. Cash flows beyond the five-year period are extrapolated using the estimated growth rates stated below. The growth rate does not exceed the long-term average growth rate for the respective industry in which the CGU operates. The key assumptions used for the value-in-use calculations during the year ended 30 June 2026 and 30 June 2025 are disclosed as below: Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ Sales growth rateଟ 8.9%–51.7% 9.5%–44.5% Gross profit margin ˣлଟ 59.1%–60.7% 58.0%–64.7% Terminal growth rateଟ 2.0% 2.0% Pre-tax discount rate൨ତଟ 16.8% 16.8% The budgeted gross profit margins used in the goodwill impairment testing, were determined by management based on past performance and its expectation for market development. The expected sales growth rate and gross profit margins are following the business plan approved by the Group. Pre-tax discount rates reflect market assessments of the time value and the specific risks relating to the industry. As at 30 June 2026, the recoverable amount of the CGU of Huiju exceeded its carrying amount by approximately RMB29 million. The Group considered that no impairment loss should be recognised since the recoverable amount was higher than the carrying amount. Sensitivity analysis has been performed based on the assumptions that gross profit margin or the pre-tax discount rate has been changed. Had gross profit margin for a five-year period been 1% lower or the pre- tax discount rate been 1% higher, the headroom would be decreased to approximately RMB3 million or RMB4 million, respectively.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 159 江南布衣有限公司 二零二五╱二六年度報告 16. π νɨj (a) ഄ ΐሪfϓ͉˸̋ ቇ͜ ਗ਼π ί˚੬ุਕ ϓ͉fආБ ආ ̹ఙપᄿeቖਯʿʱ ϓ͉ f 16. INVENTORIES As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Finished goodsۜ1,237,612 1,324,323 Raw materialsࣘ24,886 22,774 Commissioned processing materialsࣘ148,741 152,461 1,411,239 1,499,558 Less: provision ಯjᅡ௪ (505,782) (567,007) 905,457 932,551 Movements of provision for inventories are analysed as follows: Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Beginning of the yearڋ567,007 517,327 Provision made during the period included in “cost of sales” (Note 6) ᅡ௪ ൗ 6 77,759 80,116 Release of inventory provision πᅡ௪ᅡΫ (138,984) (30,436) End of the year ϋ͋ 505,782 567,007 (a) Accounting policy of inventories Inventories are stated at the lower of cost and net realisable value. Cost is determined using the weighted average method. The cost of finished goods comprises raw materials and, where applicable, sub-contracting costs that have been incurred in bringing the inventories to their present condition. Net realisable value is the estimated selling price in the ordinary course of business, less estimated costs necessary to make the sale of the respective inventories. Costs necessary to make the sale include incremental costs directly attributable to the sale and non-incremental costs which the Group must incur to make the sale, including costs to be incurred in marketing, selling and distribution.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 160 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 17. Ꮠϗሪಛ 2024 ϋ7 ˜1ɛ͏࿆ 122,469,000 ʩf fԶʚ ೯ୃ ˚ಂৎ 45Ї90˚f ሪᙧʱ νɨj ሪ f 17. TRADE RECEIVABLES As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Trade receivables Ꮠϗሪಛ 149,716 145,063 Less: provision for impairmentᅡ௪ (19,580) (19,192) 130,136 125,871 As at 1 July 2024, trade receivables from contracts with customers amounted to RMB122,469,000. The trade receivables are mainly due from the department stores where the Group operates its own retail outlets. General credit term offered to such department stores is 45 to 90 days from the date of the invoice issued by the Group. The ageing analysis of gross trade receivables based on invoice date at the respective balance sheet date was as follows: As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Within 3 months˜ʫ 124,164 120,911 3 months to 6 months˜ 9,787 8,789 6 months to 1 year˜Їɓϋ 2,453 998 1 year to 2 years ɓϋЇՇϋ 977 1,197 More than 2 years Շϋ˸ɪ 12,335 13,168 149,716 145,063 The maximum exposure to credit risk as at the balance sheet date is the carrying value of the net trade receivables balances.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 161 江南布衣有限公司 二零二五╱二六年度報告 17. Ꮠϗሪಛ ᚃ ࿁ሪνɨj j ʮʪᄆ f ୋ 9ඎཫ ཫಂᑦ ฦᅡ௪f ൗ 3.1f 17. TRADE RECEIVABLES /parenleft.caseCONTINUED/parenright.case The loss allowance for trade receivables as at 30 June reconcile to the opening allowances as follows: Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Beginning of the yearڋ19,192 21,459 Provision for/(reversal of) impairment on trade receivables ᅡ௪Ŋ ᅡΫ 653 (2,881) (Write-offs)/reversal of write-offs ቖŊ ቖᅡΫ (265) 614 19,580 19,192 The carrying amounts of the Group’s trade receivables were denominated in the following currencies: As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ RMB ɛ͏࿆ 129,719 124,117 US$ʩ 385 962 Others Չ˼ 32 792 130,136 125,871 The carrying amounts of the Group’s trade receivables approximated their fair values as at each of the balance sheet date. The Group applies the HKFRS 9 simplified approach to measuring expected credit losses, which uses a lifetime expected loss allowance for all trade receivables. Information about the impairment of trade receivables and the Group’s exposure to credit risk are set out in Note 3.1.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 162 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 18. ʿՉ˼༟ପ (a) ٙ ཫ˹ಛධf 18. PREPAYMENTS, DEPOSITS AND OTHER ASSETS As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Non-current assetsਗ༟ପ Long-term prepaid expenses and depositsږܲ71,752 19,549 Prepayment for intangible assets (a)ཫ˹ಛධ (a) 23,733 — Interests in an associateᛆू 2,929 4,244 98,414 23,793 Current assetsਗ༟ପ Prepayment to suppliersཫ˹ಛධ 158,119 110,014 Deposits and other receivablesʿՉ˼Ꮠϗಛධ 85,056 129,519 Right of goods return (Note 5)ൗ5 64,712 60,744 Value-added tax recoverable 36,378 30,968 Prepaid expenses ཫ˹ක˕ 26,838 25,537 Prepaid income tax 8,424 7,200 Staff advancesʈྦಛ 155 549 Bidding deposits for land use rights (Note 14(a)(ii))ൗ 14(a)(ii) — 281,180 379,682 645,711 478,096 669,504 (a) The balance represents the prepayments for the acquisition of the trademark for an Italian shoes, bags and accessories brand.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 163 江南布衣有限公司 二零二五╱二六年度報告 19. ፄʈՈ ൗ 3f ፄ༟ପ f 20. ፄ༟ପ 19. FINANCIAL INSTRUMENTS BY CATEGORY As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Financial assetsፄ༟ପ Financial assets at amortised costፄ༟ପ — Trade receivables — Ꮠϗሪಛ 130,136 125,871 — Prepayments, deposits and other assets — ʿՉ˼༟ପ 141,053 414,158 — Cash and cash equivalents — ي519,370 262,733 — Term deposits with initial term over 3 months — ಂπಛ 1,073,572 774,529 — Amounts due from related parties — Ꮠϗᗫᑌ˙ಛධ 5,744 4,242 Financial assets at FVTPLፄ༟ପ 377,955 258,068 2,247,830 1,839,601 Financial liabilitiesව Liabilities at amortised costව — Trade payables — Ꮠ˹ሪಛ 209,584 239,100 — Other payables — Չ˼Ꮠ˹ಛධ 248,600 231,098 — Amounts due to related parties — Ꮠ˹ᗫᑌ˙ಛධ 7,933 6,338 — Borrowings — ಛ 249,312 — Financial liabilities at FVTPLව 4,674 2,583 720,103 479,119 The Group’s exposure to various risks associated with the financial instruments is discussed in Note 3. The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets mentioned above. 20. FINANCIAL ASSETS AT FVTPL As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Included in non-current assetsਗ༟ପ Venture capital funds (a)ږa) 249,664 186,362 Investment in a private company (b) ӷᐄʮ̡ҳ༟ (b) 5,856 5,856 255,520 192,218 Included in current assetsਗ༟ପ Wealth management products and structured deposits (c) πಛ (c) 120,339 65,850 Contingent consideration receivable್˾ᄆ 2,096 — 122,435 65,850
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 164 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 20. ፄ༟ପ ᚃ ɨΐ j (a) ٙږ ீཀ࿁Ոҳ༟ ᗫҳ༟d dԨ௰ྼତҳ༟ϗूf༈ഃʈՈɗ ږ ௰ɽฦ f މ ɚཧɚʬ ϋʬ˜ɧɤ˚ʿɚཧɚʞϋʬ˜ɧɤ˚d༈Շධ௴ ɛ͏࿆ 60,000,000 ʩf (b) 2022͉ණྠ࿁ҳ༟࿁ԮϞᎴᛆd ፄ༟ପɝሪf (c) πಛҳ༟dཫಂ Ϋజлଟӊϋʧ˷ 1.5% Ї2.1%ɚཧɚʞϋj 1.8% Ї3.2%π ፄዚԶf 20. FINANCIAL ASSETS AT FVTPL /parenleft.caseCONTINUED/parenright.case The carrying amounts of the Group’s financial assets at FVTPL were denominated in the following currencies: As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ US$ʩ 131,252 110,927 RMB ɛ͏࿆ 246,703 147,141 377,955 258,068 (a) This represents the Group’s investments in venture capital funds as a limited partner. The nature and purpose of the venture capital funds is to achieve investment appreciation and ultimately realise the investment income through equity and equity-related investments in companies with investment value and development potential. These vehicles are financed through issuing units to investors. From time to time, the Group subscribed for certain interests as passive investors in the funds. The Group’s maximum exposure to loss is limited to the carrying amount of the interests held by the Group. The Group invested in two venture capital funds, both of which are related parties of Mr. Wei Zhe, who is a non-executive director of the Company. As at 30 June 2026 and 30 June 2025, the total capital contributions of the two venture capital funds were RMB60,000,000. (b) The Group’s investment in Hangzhou Jiasheng Catering Management Co., Ltd. was acquired in 2022. As the Group has preferential rights over the investee, it is accounted for as financial assets at FVTPL. (c) This represents the Group’s investments in wealth management products and structured deposits with expected return rates ranging from 1.5% to 2.1% (2025: 1.8% to 3.2%) per annum and maturity period within 1 year. The wealth management products and structured deposits are offered by large financial institutions in Mainland China.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 165 江南布衣有限公司 二零二五╱二六年度報告 21. ಂπಛ ˸ɨ j ൴ཀ މ3.05%ɚ ཧɚʞϋʬ˜ɧɤ˚j 3.53%f ၾՉϋ͋ f 22. ʿვБഐቱ f 21. TERM DEPOSITS WITH INITIAL TERM OVER 3 MONTHS As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Included in non-current assets:ਗ༟ପj Term deposits with initial term over 3 monthsಂπಛ 81,243 50,840 Included in current assets:ਗ༟ପj Term deposits with initial term over 3 monthsಂπಛ 992,329 723,689 The carrying amounts of the Group’s term deposits with initial term over 3 months were denominated in the following currencies: As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ US$ʩ 748,703 237,905 RMB ɛ͏࿆ 324,869 113,899 HK$ ಥʩ — 422,725 1,073,572 774,529 The effective interest rate, also the fixed interest rate, for the term deposits of the Group with initial term over 3 months for the year ended 30 June 2026 was 3.05% (30 June 2025: 3.53%) per annum. The fair value of these term deposits with initial term over 3 months approximated its carrying amount at year end. 22. CASH AND BANK BALANCES As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Cash at bank and on handږ519,370 262,733 Restricted cashږ100 100 Restricted cash represents guarantee deposits pledged to bank for issuance of a letter of guarantee.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 166 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 22. ʿვБഐቱ ᚃ j 23. ࠇ ΅ (a) ɚཧɚʬϋɓ˜ɧɤ˚ d ͉ʮ̡ҁϓৣਯ 14,535,000΅ 18.78 ϓ͉ 3,005,000ɛ͏࿆ 2,689,000މ269,962,000 ɛ͏࿆243,006,000͉ᄣ̋ 145,000ɛ͏࿆131,000΅๐ᄆ ɛ͏࿆ 242,875,000 ʩf 22. CASH AND BANK BALANCES /parenleft.caseCONTINUED/parenright.case Cash and bank balances were denominated in the following currencies: As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ RMB ɛ͏࿆ 469,769 197,061 HK$ ಥʩ 20,344 44,635 US$ʩ 27,146 18,385 Others Չ˼ 2,211 2,752 519,470 262,833 23. SHARE CAPITAL, SHARE PREMIUM AND SHARES HELD FOR RSU SCHEME Number of shares authorised Number of shares issued Share capital Share premium Shares held for RSU scheme Subtotal ΅ᅰͦ ΅ ᅰ͉ͦ΅๐ᄆ ΅ ΅ࠇ RMB’000 RMB’000 RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Year ended 30 June 2025 ࿚Їɚཧɚʞϋʬ˜ɧɤ˚ ܓ At beginning of yearڋ1,000,000,000 518,750,000 4,622 510,007 (87,216) 427,413 Purchase of ordinary shares for RSU Scheme (b) ٰb) — — — — (121,091) (121,091) Transfer and exercise of RSUs΅ — — — (9,661) 74,948 65,287 As at 30 June 2025ɚཧɚʞϋ ʬ˜ɧɤ ˚ 1,000,000,000 518,750,000 4,622 500,346 (133,359) 371,609 Year ended 30 June 2026 ࿚Їɚཧɚʬϋʬ˜ɧɤ˚ ܓ At beginning of yearڋ1,000,000,000 518,750,000 4,622 500,346 (133,359) 371,609 Issue of shares (a)΅ (a) — 14,535,000 131 245,564 — 245,695 Share issue costs (a)΅೯Бϓ͉ (a) — — — (2,689) — (2,689) Purchase of ordinary shares for RSU Scheme (b) ٰb) — — — — (114,834) (114,834) Transfer and exercise of RSUs΅ — — — (33,551) 96,657 63,106 As at 30 June 2026ɚཧɚʬϋʬ˜ɧɤ˚ 1,000,000,000 533,285,000 4,753 709,670 (151,536) 562,887 (a) On 30 January 2026, the Company completed a placing of 14,535,000 new shares at the placing price of HK$18.78 per placing share. The net proceeds derived from the placing amounted to HK$269,962,000 (equivalent to RMB243,006,000) and resulted in the increase in share capital of HK$145,000 (equivalent to RMB131,000) and share premium of approximately RMB242,875,000, net of transaction costs of HK$3,005,000 (equivalent to RMB2,689,000).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 167 江南布衣有限公司 二零二五╱二六年度報告 23. ࠇ ΅ ᚃ (b) d͉ʮ̡ீཀա աৄɛᒅΫ 6,439,000࿚Їɚཧ j 8,818,000ٰ މ130,214,000ɛ͏࿆ 114,834,000 ʩ ࿚Їɚཧɚʞϋʬ˜ɧɤ˚˟ϋ j130,923,000ɛ͏࿆ 121,091,000 ΅ Ϟ 9,597,000ɚཧɚʞϋʬ˜ɧɤ ˚j10,519,000΅f 24. ˕˹ ྌdԫึ̙ঐ ༱ ഃІબʚ˚ ֛ ૢಛʿૢᐏᄵ ˕ ሪ˒ νϞ f࿚Їɚཧɚʬ ᑚཇɛ ͏࿆68,398,000jɛ ͏࿆ 50,119,000 ʩ f ͉ණྠʊ։ The Core Trust Company Limitedաৄ ٰ dϾ͉ණྠա ͉ණྠৌਕజ ΥԻf 23. SHARE CAPITAL, SHARE PREMIUM AND SHARES HELD FOR RSU SCHEME /parenleft.caseCONTINUED/parenright.case (b) During the year ended 30 June 2026, the Company repurchased 6,439,000 (during the year ended 30 June 2025: 8,818,000) of its own shares through the trustee of the RSU scheme at a total consideration of HK$130,214,000 (equivalent to RMB114,834,000) (during the year ended 30 June 2025: HK$130,923,000 (equivalent to RMB121,091,000)). As at 30 June 2026, there were 9,597,000 shares (30 June 2025: 10,519,000 shares) held through the trustee of the RSU scheme. 24. SHARE/hyphen.caseBASED PAYMENTS The Company adopted the RSU scheme, under which the Board may grant RSUs to any qualifying participants, subject to the terms and conditions stipulated therein. RSUs vest gradually after the selected participants complete their service period of typically four years from the grant date. The selected participants are required to pay the exercise price, if any, upon satisfaction of terms and conditions set out in the relevant grant letter when they decide to exercise the RSUs. The participants are only entitled for the shares to be transferred to their account upon paying the exercise price, if any. During the year ended 30 June 2026, share based compensation of RMB68,398,000 were recognised by the Group (during the year ended 30 June 2025: RMB50,119,000). The Group has appointed The Core Trust Company Limited as the trustee to assist with the administration and vesting of RSUs granted pursuant to the RSU scheme. As the relevant activities of the trustee are decided by the Group, and the Group benefits from the trustee’s activities, the trustee is consolidated in the Group’s financial statements as a structured entity.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 168 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 24. ˕˹ ᚃ ᅰඎᜊਗνɨj ΅ ྌਗ਼ 7,120,000બɛdʱҭᓥ ̬ϋʫӊϋᓥ᙮ 25%fίတԑૢಛʿૢʘઋ ٰ3.2ಥʩf ྌਗ਼ 9,520,000ග ̬ϋʫӊϋᓥ᙮ 25%ɨd ٰ3.2ಥʩf ʮ ၑf 24. SHARE/hyphen.caseBASED PAYMENTS /parenleft.caseCONTINUED/parenright.case Movements in the number of outstanding RSUs are as follows: Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ Weighted average exercise price per RSU Number of outstanding RSUs Weighted average exercise price per RSU Number of outstanding RSUs Փ ΅̋ᛆ ̻ѩБԴᄆ ٙ ΅ ᅰඎ Փ ΅̋ᛆ ̻ѩБԴᄆ ٙ ΅ ᅰඎ HK$3.20 HK$3.20 Opening balanceഐቱ 3.20ಥʩ 21,967,800 3.20ಥʩ 22,402,300 HK$3.20 HK$3.20 Granted ʊબ̈ 3.20ಥʩ 7,120,000 3.20ಥʩ 9,520,000 HK$3.20 HK$3.20 Forfeited Ӛϗ 3.20ಥʩ (100,000) 3.20ಥʩ (1,767,500) HK$3.20 HK$3.20 Exercised ʊБԴ 3.20ಥʩ (7,361,000) 3.20ಥʩ (8,187,000) HK$3.20 HK$3.20 Ending balance ϋ͋ഐቱ 3.20ಥʩ 21,626,800 3.20ಥʩ 21,967,800 Exercisable at the end of the year ϋ̙͋БԴ 1,655,300 696,300 On 29 September 2025, the Board resolved to grant 7,120,000 RSUs to selected grantees under the RSU scheme with a graded vesting schedule of 25% per year over four years. The grantees are required to pay HK$3.2 per share for the exercise of RSUs upon satisfaction of terms and conditions. On 6 September 2024, the Board resolved to grant 9,520,000 RSUs to selected grantees under the share award schemes with a graded vesting schedule of 25% per year over four years. The grantees are required to pay HK$3.2 per share for the exercise of RSUs upon satisfaction of terms and conditions. The fair value of RSUs was calculated based on the fair value of underlying ordinary shares as at the grant date.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 169 江南布衣有限公司 二零二五╱二六年度報告 24. ˕˹ ᚃ ϗ̹ᄆd͉ʮ̡ʊԴ͜ɚධ ࿚Їɚཧɚʬϋʿɚཧɚʞϋʬ˜ɧɤ˚ ࿚Їɚཧɚʬ ࠽ ɛ͏࿆ 10.98 ʩ12.53 ಥʩ ࿚Їɚཧɚʞϋ jɛ͏࿆8.12 ʩ8.79ண ༱ΐνɨj ΅ ࣬ ٙ ࠇ f (a) ІၝΥฦूʿ ᑚཇක˕ ɚཧɚʬϋʬ˜ɧɤ˚dཫಂӚϗଟཫП މ3%ɚཧɚʞϋʬ˜ɧɤ˚j 3%f (b) ΅ މ3.96ϋ ɚཧɚʞϋʬ˜ ɧɤ˚j 4.06ϋ f 25. ಛ ɛ͏࿆ 249,312,000ʍୃኽ˸ᐏ՟ፄ༟f 24. SHARE/hyphen.caseBASED PAYMENTS /parenleft.caseCONTINUED/parenright.case Based on the closing price of shares immediately before the date of the grant date, the Company has used Binomial pricing model to determine the fair value of the RSUs granted during the years ended 30 June 2026 and 2025. The weighted average fair value of those RSUs granted during the year ended 30 June 2026 at the measurement date was RMB10.98 (HK$12.53) (during the year ended 30 June 2025: RMB8.12 (HK$8.79)). Key assumptions are set as below: Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ Risk free interest rateᎈлଟ 2.74% 2.62% Volatilityష 45.71% 46.76% Dividend yieldଟ 7.98% 8.00% Management estimated the risk-free interest rate based on the yield of The Government of the Hong Kong Special Administrative Region bond with a maturity life equal to the life of shares. Volatility was estimated at the grant date based on the average of historical volatilities of the comparable companies with length commensurable to the time to maturity of the RSUs. Dividend yield is based on management estimation at the grant date. (a) The Group is required to estimate the annual forfeiture rate in order to determine the amount of share-based compensation expenses charged to the consolidated statement of profit or loss and other comprehensive income. As at 30 June 2026, the expected forfeiture rate was estimated at 3% (30 June 2025: 3%). (b) The weighted average remaining contractual life of RSUs outstanding as at 30 June 2026 was 3.96 years (30 June 2025: 4.06 years). 25. BORROWINGS As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Short-term borrowingsಛ 249,312 — The Group discounted certain bills amounting to RMB249,312,000 issued by Group entities in full to bank to obtain financing.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 170 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 26. Ꮠ˹ሪಛ ԶᏐਠஷ੬Σ͉ණྠબ̈ 90൲ಂf (a) νɨj f 27. ව 26. TRADE PAYABLES As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Trade payables Ꮠ˹ሪಛ 209,584 239,100 The suppliers generally allow the credit period within 90 days to the Group. (a) Ageing analysis of trade payables based on invoices was as follows: As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Within 6 months˜ʫ 193,499 226,959 6 months to 1 year˜Їɓϋ 13,186 11,336 Over 1 year ൴ཀɓϋ 2,899 805 209,584 239,100 The Group’s trade payables are denominated in RMB. 27. ACCRUALS AND OTHER LIABILITIES As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Provisions for sales returns ቖਯৗᅡ௪ 194,507 184,584 Payroll and welfare payables Ꮠ˹ʈ༟ʿ၅л 232,396 152,748 Provisions for sales rebatesлᅡ௪ 117,987 130,300 Deposits received from suppliers (a)ږܲ( a) 102,593 100,727 Value-added and other taxes payablesʿՉ˼ධ 56,391 61,258 Distribution deposits (b)ږܲb) 45,419 41,886 Workforce contracting payables ௶ਗɢ̮̍Ꮠ˹ಛධ 45,272 39,258 Accrued marketing and promotion expensesᐄቖʿપᄿක˕ 26,707 21,909 Payables for leasehold improvementsᏐ˹ಛධ 15,437 9,461 Payables for property, plant and equipmentʿண௪ಛධ 594 1,951 Others Չ˼ 39,285 37,815 876,588 781,897
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 171 江南布衣有限公司 二零二五╱二六年度報告 27. ව ᚃ (a) ᗇΣୋɧ˙ԶᏐਠϗ՟ f (b) d ήਜቖ ၾ͉ණྠቖ ৗΫʚቖਠf 28. ࠋ ධഐቱ f ᐼᜊਗνɨj ༟ପɗఱഐᔷධᑦฦʚ˸ᆽႩd˸̙ঐீཀ ڌ ᑦฦᆽ ༟ପf 27. ACCRUALS AND OTHER LIABILITIES /parenleft.caseCONTINUED/parenright.case (a) Deposits received from suppliers represent non-interest bearing deposits received from third-party suppliers for quality assurance. (b) Distribution deposits represent non-interest bearing deposits received from third-party distributors as a condition of engaging in business with the Group for distributing the Group’s products in specific geographical areas. Such distribution deposits would be refunded to the distributors when their distribution relationship with the Group was terminated. 28. DEFERRED INCOME TAX For the purpose of presentation in the consolidated statement of financial position, certain deferred tax assets and liabilities have been offset. The following is the analysis of the deferred tax balances for financial reporting purposes. As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Deferred tax assetsධ༟ପ 251,038 266,751 Deferred tax liabilitiesව (53,024) (30,712) 198,014 236,039 The gross movement of the deferred income tax assets is as follows: Lease liabilities Provision for inventories Accrued expenses and provisions Tax losses carried forward Customer loyalty programme Impairment for receivables Others Total ව πᅡ௪ ක˕ ʿᅡ௪ ഐᔷ ධᑦฦ ˒ ྌ Ꮠϗ ࠽Չ˼ࠇ RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ As at 1 July 2024ɚཧɚ̬ϋɖ˜ɓ˚ 171,589 129,366 85,767 16,081 9,577 3,786 5,467 421,633 (Charged)/credited to profit or lossฦूϔৰ Ŋ൲া (1,782) 12,524 (1,581) (7,028) 710 236 648 3,727 As at 30 June 2025ɚཧɚʞϋʬ˜ɧɤ˚ 169,807 141,890 84,186 9,053 10,287 4,022 6,115 425,360 (Charged)/credited to profit or lossฦूϔৰ Ŋ൲া (13,137) (15,305) 399 2,637 2,068 122 (4,854) (28,070) As at 30 June 2026ɚཧɚʬϋʬ˜ɧɤ˚ 156,670 126,585 84,585 11,690 12,355 4,144 1,261 397,290 Deferred income tax assets are recognised for tax losses carried forward to the extent that the realisation of the related tax benefit through the future taxable profit is probable. As at each of the balance sheet dates, the Group recognised deferred income tax assets in respect of losses that can be carried forward against future taxable income within five years.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 172 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 28. ᚃ ᐼᜊਗνɨj ɚཧɚʬϋʬ˜ɧɤ˚dᅡ௪ɛ͏࿆ 40,947,000 ʩ ɚ ཧ ɚʞϋʬ˜ɧɤ˚jɛ͏࿆ 19,874,000ڝ ᅡ௪f 28. DEFERRED INCOME TAX /parenleft.caseCONTINUED/parenright.case The gross movement of the deferred income tax liabilities is as follows: Right-of-use assets Provision for withholding income tax Fair value adjustments arising from acquisition of subsidiaries Others Total Դ͜ᛆ༟ପ ᅡ௪ Ϊϗᒅ ᙮ʮ̡ ପ͛ʘʮʪ ሜ Չ˼ࠇ RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ As at 1 July 2024ɚཧɚ̬ϋɖ˜ɓ˚ 160,531 22,355 12,065 — 194,951 (Credited)/charged to profit or loss ฦू൲া Ŋϔৰ (1,922) 35,019 (1,227) — 31,870 Transferred to current tax liabilities ව — (37,500) — — (37,500) As at 30 June 2025ɚཧɚʞϋʬ˜ɧɤ˚ 158,609 19,874 10,838 — 189,321 (Credited)/charged to profit or loss ฦू൲া Ŋϔৰ (12,357) 36,071 (1,227) 2,466 24,953 Transferred to current tax liabilities ව — (14,998) — — (14,998) As at 30 June 2026ɚཧɚʬϋʬ˜ɧɤ˚ 146,252 40,947 9,611 2,466 199,276 As at 30 June 2026, the provisions of RMB40,947,000 (30 June 2025: RMB19,874,000) represented provision for withholding income tax were made for the planned profit distribution of Mainland China subsidiaries.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 173 江南布衣有限公司 二零二五╱二六年度報告 29. ൗ (a) ږ 29. NOTES TO CONSOLIDATED STATEMENT OF CASH FLOW (a) Cash generated from operations Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Profit before income taxлᆗ 1,354,706 1,218,172 Adjustments for: ఱ˸ɨධͦЪ̈ሜj — Depreciation of investment properties, and other property, plant and equipment (Note 13) — ʿ ൗ13 117,031 124,851 — Depreciation of right-of-use assets (Note 14) — ൗ14 308,783 296,280 — Amortisation of intangible assets (Note 15) — ൗ15 11,243 9,299 — Reversal of impairment of financial assets (Note 3.1) — ൗ3.1 (114) (1,786) — Provision for inventories (Note 16) — ൗ16 77,759 80,116 — Net losses on disposal of property, plant and equipment (Note 7) — ʿண௪ᑦฦ ଋᕘ ൗ 7 680 757 — Net gains on early termination of right-of-use assets and lease liabilities (Note 7) — ˟Դ͜ᛆ༟ପව л ଋᕘൗ 7 (357) (407) — Share based compensation (Note 24) — ൗ24 68,398 50,119 — Interest income (Note 9) — ൗ9 (40,214) (44,217) — Interest expenses on bank borrowings (Note 9) — ൗ9 1,359 484 — Interest expenses on lease liabilities (Note 14) — ൗ14 25,870 31,968 — Net foreign exchange gains from financing activities (Note 9) — ൗ 9 (8,923) (10,750) — Net fair value change in financial assets and liabilities at FVTPL (Note 3.3) — ፄ༟ପ ᜊਗ ଋᕘ ൗ 3.3 (62,130) 12,893 — Share of results of an associate accounted for using the equity method — ɝሪʘᏐЦᑌᐄʮ̡ ุᐶ 1,104 1,514 Operating profits before working capital changesᐄлᆗ 1,855,195 1,769,293 Changes in working capital:ᜊਗj — Inventories — π (50,665) (261,948) — Trade receivables and amounts due from related parties — ᏐϗሪಛʿᏐϗᗫᑌ˙ಛධ (6,420) (2,355) — Prepayments, deposits and other assets — ʿՉ˼༟ପ (70,954) (29,144) — Trade payables and amounts due to related parties — Ꮠ˹ሪಛʿᏐ˹ᗫᑌ˙ಛධ (27,357) (67,410) — Contract liabilities and other current liabilities — ව 53,985 47,530 Cash flow generated from operationsඎ 1,753,784 1,455,966
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 174 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 29. ൗ ᚃ (b) ව࿁ሪj ʿ א ፄ༟ වf 29. NOTES TO CONSOLIDATED STATEMENT OF CASH FLOW /parenleft.caseCONTINUED/parenright.case (b) Reconciliation of liabilities arising from financing activities: The table below details changes in the Group’s liabilities arising from financing activities, including both cash and non-cash changes. Liabilities arising from financing activities are those for which cash flows were, or future cash flows will be, classified in the Group’s consolidated statement of cash flows as cash flows from financing activities. Liabilities from financing activities ව Borrowings Lease liabilities Total ಛවࠇ RMB’000 RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Net debt as at 1 July 2024ɚཧɚ̬ ϋٙ ଋවਕ — (600,748) (600,748) Cash flowsඎ 484 326,735 327,219 Interest expenseක˕ (484) (31,968) (32,452) Additions ᄣ̋ — (282,307) (282,307) Early termination˟ — 4,720 4,720 Net debt as at 30 June 2025 ٙ ଋවਕ — (583,568) (583,568) Cash flowsඎ (247,953) 336,385 88,432 Interest expenseක˕ (1,359) (25,870) (27,229) Additions ᄣ̋ — (283,284) (283,284) Early termination˟ — 6,979 6,979 Net debt as at 30 June 2026ٙ ଋවਕ (249,312) (549,358) (798,670)
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 175 江南布衣有限公司 二零二五╱二六年度報告 30. ዄ (a) ዄ (i) ତ˾ʷ ிΥΝd၍ଣᄴྌ༈ਜਗ਼ණ͉ණྠ ɓf 31. ุਕΥԻ ɚཧɚ̬ϋɤɓ˜ɚɤɞ˚d͉ණྠϗᒅͦԢ ɓග௰ ᐄ B1OCKdB1OCKݺ f ɛ͏࿆ 1,672,000ٙ f˾ᄆʊ˕˹d ɚཧɚ̬ϋɤɓ˜ҁϓf ௰ ΝછՓɨ ಥ ˏୋ 5ஈଣ ˏ ୋ5ஈଣɝሪf 30. COMMITMENTS (a) Capital commitments As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Uncalled capital commitments to venture capital fundsዄ 7,500 19,500 Capital expenditure in respect of construction in progress contracted but not provided for (i) ʈϞᗫ ༟͉ක˕ (i) 696,798 80,338 704,298 99,838 (i) The capital commitments mainly relate to the construction contracts in respect of a new modern park currently under construction in Shuangpu, Hangzhou, which is planned by the management to integrate the Group’s digital research and development, intelligent warehousing and corporate culture center. 31. BUSINESS COMBINATION On 28 November 2024, the Group acquired the entire interest in OōEli, a company ultimately controlled by the controlling shareholders of the Group. OōEli is principally engaged in the operation of brands named “B1OCK”, a buyer-driven department store brand that blends contemporary art with lifestyle aesthetics. The consideration is RMB1,672,000 in cash, which was determined between the parties based on normal commercial terms with reference to a valuation report prepared by an independent valuer. The consideration was paid and the acquisition was completed in November 2024. The acquisition was considered as a business combination under common control as the Group and OōEli are both ultimately controlled by the same controlling shareholders before and after the acquisition and the control is not transitory. The acquisition of OōEli was accounted for using merger accounting in accordance with Hong Kong Accounting Guideline 5 “Merger Accounting for Common Control Combinations” (“ AG 5 ”) issued by the Hong Kong Institute of Certified Public Accountants.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 176 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 32. א ͉ණྠᗫᑌ˙f 32. SIGNIFICANT RELATED PARTY TRANSACTIONS The following persons/companies are related parties of the Group that had balances and/or transactions with the Group for all the years presented. Name Relationship with the Group ΤŊΤ၈ڷ Li Lin One of the controlling shareholders ҽʘɓ Wu Jian One of the controlling shareholders юʘɓ Huizhan Technology (Hangzhou) Co., Ltd. Controlled by the controlling shareholders ʮ̡છՓ Hangzhou Huikang Industrial Co., Ltd. Controlled by the controlling shareholders ʮ̡છՓ Hangzhou Shangwei Apparel Co., Ltd. Controlled by the controlling shareholders ʮ̡છՓ Hangzhou JNBY Finery Co., Ltd. Controlled by the controlling shareholders ʮ̡છՓ Suzhou Xiangzhong Venture Capital Partnership (L.P.) Connected via the non-executive director Mr. Wei Zhe Υྫ͛ᗫஹ Suzhou Weixin Titanium Krypton Venture Capital Partnership Enterprise (L.P.) Connected via the non-executive director Mr. Wei Zhe Υྫ͛ᗫஹ
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 177 江南布衣有限公司 二零二五╱二六年度報告 32. ᚃ (a) ൗ 18ൗ 20ࠠ ʮ͜ԫุ ൗ32(iv)ൗ 32(vii)ᚣ f 32. SIGNIFICANT RELATED PARTY TRANSACTIONS /parenleft.caseCONTINUED/parenright.case (a) Significant transactions with related parties Save as disclosed in Note 18 and Note 20, the Group had the following significant transaction with related parties, which are all continuing connected transactions except for utilities charged (Note 32(iv)) and purchase of right-of-use assets under lease agreement (Note 32(vii)) as disclosed below. Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ (i) Processing fee charged by a related party (i) ̋ʈ൬ Hangzhou Shangwei Apparel Co., Ltd.ʮ̡ 23,153 25,582 (ii) Framework sample apparel manufacturing charged by a related party (ii) ᅵВႡி൬ Hangzhou JNBY Finery Co., Ltd.ʮ̡ 30,173 32,822 (iii) Short-term lease expenses charged by a related party (iii) ಂॡ༣ක˕ Huizhan Technology (Hangzhou) Co., Ltd.ʮ̡ 6,521 7,233 Hangzhou Huikang Industrial Co., Ltd.ʮ̡ 2,202 207 8,723 7,440 (iv) Utilities charged by related parties (iv) ʮ͜ԫุක˕ Huizhan Technology (Hangzhou) Co., Ltd.ʮ̡ 2,212 2,119 Hangzhou Huikang Industrial Co., Ltd.ʮ̡ 869 345 3,081 2,464 (v) Concession fees charged by a related party (v) ਖ਼ᐄᛆ൬͜ Huizhan Technology (Hangzhou) Co., Ltd.ʮ̡ 10,273 8,589 (vi) Sale of goods to a related party (vi) ۜ Huizhan Technology (Hangzhou) Co., Ltd.ʮ̡ 394 542 (vii) Purchase of right-of-use assets (vii) ᒅ൯Դ͜ᛆ༟ପ Hangzhou Huikang Industrial Co., Ltd. (Note 14)ൗ 14 — 50,286
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 178 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 32. ᚃ (b) ഐቱ (i) ุ ࡌ ˙ό БԴᚃಂᛆf 32. SIGNIFICANT RELATED PARTY TRANSACTIONS /parenleft.caseCONTINUED/parenright.case (b) Balances with related parties As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Due from related parties Ꮠϗᗫᑌ˙ಛධ Current — Trade receivables:ਗ — Ꮠϗሪಛj — Huizhan Technology (Hangzhou) Co., Ltd. — ʮ̡ 5,744 4,242 Current — prepaid rental:ਗ — j — Hangzhou Huikang Industrial Co., Ltd. — ʮ̡ 4,359 2,202 — Huizhan Technology (Hangzhou) Co., Ltd. — ʮ̡ 935 — 11,038 6,444 Due to related parties Ꮠ˹ᗫᑌ˙ಛධ Trade payables: Ꮠ˹ሪಛj — Hangzhou Shangwei Apparel Co., Ltd. — ʮ̡ 4,193 2,034 Other payables: Չ˼Ꮠ˹ಛධj — Hangzhou JNBY Finery Co., Ltd. — ʮ̡ 3,653 4,201 — Huizhan Technology (Hangzhou) Co., Ltd. — ʮ̡ 87 103 3,740 4,304 Current lease liabilities (Note 14):ൗ14: — Huizhan Technology (Hangzhou) Co., Ltd. (i) — ʮ̡(i) 45,215 44,024 — Hangzhou Huikang Industrial Co., Ltd. — ʮ̡ 10,047 11,315 55,262 55,339 63,195 61,677 Non-current lease liabilities (Note 14):ൗ14: — Huizhan Technology (Hangzhou) Co., Ltd. (i) — ʮ̡(i) 105,116 154,528 — Hangzhou Huikang Industrial Co., Ltd. — ʮ̡ 9,842 18,909 114,958 173,437 178,153 235,114 (i) The Group leased premises mainly for office building from Huizhan Technology (Hangzhou) Co., Ltd. at the market rate. The Group exercised the renewed option as agreed in the leasing contracts by taking into consideration of the useful life of leasehold improvements and the continuity of business.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 179 江南布衣有限公司 二零二五╱二六年度報告 32. ᚃ (c) ږ ൗ 34(a) ࠅ νɨj 33. ʿᎷ௪ᜊਗ 32. SIGNIFICANT RELATED PARTY TRANSACTIONS /parenleft.caseCONTINUED/parenright.case (c) Key management compensation Key management includes directors (Wu Jian, Li Lin and Wu Huating) whose emoluments are reflected in the analysis shown in Note 34(a). The emoluments paid and payable to the remaining key management during the year are as follows: Year ended 30 June ܓ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Basic salaries and allowances൨ 5,627 5,686 Discretionary bonusesߎڀ15,854 9,748 Other benefits including pension 436 433 Share-based compensationᑚཇ 13,968 10,149 35,885 26,016 33. BALANCE SHEET AND RESERVE MOVEMENT OF THE COMPANY As at 30 June ʬ˜ɧɤ˚ 2026 2025 ɚཧɚʬϋ ɚཧɚʞϋ RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ASSETS ༟ପ Non-current assetsਗ༟ପ Investment in a subsidiaryҳ༟ 465,957 404,025 Property, plant and equipmentʿண௪ 14,598 16,282 Prepayments, deposits and other assetsʿՉ˼༟ପ 23,733 — Amounts due from related parties Ꮠϗᗫᑌ˙ಛධ 154,884 193,199 659,172 613,506 Current assetsਗ༟ପ Prepayments, deposits and other assetsʿՉ˼༟ପ 468 588 Term deposits with initial term over 3 monthsಂπಛ 140,707 173,910 Cash and cash equivalentsي14,378 41,905 155,553 216,403 Total assets ༟ପᐼᕘ 814,725 829,909 LIABILITIESව Accruals and other current liabilitiesව 965 913 Total liabilitiesවᐼᕘ 965 913 Net assets ଋ༟ପ 813,760 828,996 EQUITY ᛆू Share capital͉ 4,753 4,622 Shares held for RSU scheme΅ (151,536) (133,359) Share premium΅๐ᄆ 709,670 500,346 Other reserves Չ˼Ꮇ௪ 258,584 258,706 (Accumulated loss)/retained earningsᑦฦ Ŋवπϗू (7,711) 198,681 Total equity ᛆूᐼᕘ 813,760 828,996
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 180 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 33. ʿᎷ௪ᜊਗ ᚃ (a) ΅ ๐ᄆeՉ˼Ꮇ௪ʿवπϗूᜊਗ 33. BALANCE SHEET AND RESERVE MOVEMENT OF THE COMPANY /parenleft.caseCONTINUED/parenright.case (a) Shares held for RSU scheme, share premium, other reserves and retained earnings movement of the Company Share premium Shares held for RSU scheme Other reserves (Accumulated loss)/retained earnings Subtotal ΅๐ᄆ ΅ ΅ Չ˼Ꮇ௪ ᑦฦ Ŋ वπϗूࠇ RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ As at 1 July 2025ɚཧɚʞϋɖ˜ɓ˚ 500,346 (133,359) 258,706 198,681 824,374 Profit for the yearлᆗ — — — 477,660 477,660 Other comprehensive expense for the year ක˕ — — (26,785) — (26,785) Total comprehensive (expense) income for the year ක˕ ϗू ᐼᕘ — — (26,785) 477,660 450,875 Dividends recognised as distribution ࢹٰٙݼ —— —684,052) (684,052) Issue of shares΅ 245,564 — — — 245,564 Transaction costs attributable to issue of shares ϓ͉ (2,689) — — — (2,689) Repurchase of ordinary shares for RSU Scheme ྌᒅ൯ ٰ— 114,834) — — (114,834) Recognition of equity-settled share-based payment expenses ΅ ˕˹ක˕ — — 68,398 — 68,398 Transfer and exercise of RSUs΅ (33,551) 96,657 (41,735) — 21,371 As at 30 June 2026ɚཧɚʬϋʬ˜ɧɤ˚ 709,670 (151,536) 258,584 (7,711) 809,007 As at 1 July 2024ɚཧɚ̬ϋɖ˜ɓ˚ 510,007 (87,216) 261,547 194,948 879,286 Profit for the yearлᆗ — — — 633,102 633,102 Other comprehensive expense for the year ක˕ — — (11,651) — (11,651) Total comprehensive (expense) income for the year ක˕ ϗू ᐼᕘ — — (11,651) 633,102 621,451 Dividends recognised as distribution ࢹٰٙݼ —— —629,369) (629,369) Repurchase of ordinary shares for RSU Scheme ྌᒅ൯ ٰ— 121,091) — — (121,091) Recognition of equity-settled share-based payment expenses ΅ ˕˹ක˕ — — 50,119 — 50,119 Transfer and exercise of RSUs΅ (9,661) 74,948 (41,309) — 23,978 As at 30 June 2025ɚཧɚʞϋʬ˜ɧɤ˚ 500,346 (133,359) 258,706 198,681 824,374
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 181 江南布衣有限公司 二零二五╱二六年度報告 34. ԫ၅лʿᛆू (a) ږ ΐͪνɨj ܓ ܓ 34. BENEFITS AND INTERESTS OF DIRECTORS (a) Directors’ and chief executive’s emoluments The remuneration of every director and the chief executive is set out below: For the year ended 30 June 2026 Name Fees Salaries and allowances Discretionary bonuses Social security contribution Share-based compensation Total Τږ൨ߎڀ ღ ᎈԶಛ ਿᓾ ᑚཇࠇ RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Executive Directors ੂБԫ Mr. Wu Jian (i) ю͛ (i) — 3,010 — 16 — 3,026 Ms. Li Lin (i) ҽɾɻ (i) — 5,010 — 16 — 5,026 Ms. Wu Huating (ii) юശణɾɻ (ii) — 3,251 17,529 156 5,494 26,430 Non-executive DirectorੂБԫ Mr. Wei Zhe (iii)͛ (iii) 360 — — — — 360 Independent Non-executive DirectorsੂБԫ Mr. Hu Huanxin (iv)อ͛ (iv) 300 — — — — 300 Mr. Lam Yiu Por (iv)͛ (iv) 360 — — — — 360 Ms. Han Min (iv) ᒵઽɾɻ (iv) 300 — — — — 300 Mr. Wong Shun Tak (v) ˮഭᅃ͛ (v) 300 — — — — 300 1,620 11,271 17,529 188 5,494 36,102 For the year ended 30 June 2025 Name Fees Salaries and allowances Discretionary bonuses Social security contribution Share-based compensation Total Τږ൨ߎڀ ღ ᎈԶಛ ਿᓾ ᑚཇࠇ RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 RMB’000 ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ ɛ͏࿆ɷʩ Executive Directors ੂБԫ Mr. Wu Jian (i) ю͛ (i) — 3,039 — 16 — 3,055 Ms. Li Lin (i) ҽɾɻ (i) — 5,039 — 16 — 5,055 Ms. Wu Huating (ii) юശణɾɻ (ii) — 3,294 6,564 153 10,924 20,935 Non-executive DirectorੂБԫ Mr. Wei Zhe (iii)͛ (iii) 360 — — — — 360 Independent Non-executive DirectorsੂБԫ Mr. Hu Huanxin (iv)อ͛ (iv) 300 — — — — 300 Mr. Lam Yiu Por (iv)͛ (iv) 360 — — — — 360 Ms. Han Min (iv) ᒵઽɾɻ (iv) 300 — — — — 300 1,320 11,372 6,564 185 10,924 30,365
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 182 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 34. ԫ၅лʿᛆू ᚃ (a) ᚃ (i) ɚཧɓɚϋɤɓ˜ɚɤʬ˚ ɚཧɓɘϋɧ˜ɖ˚ᗘ ʿੂ Бԫf (ii) ᐼ ੂБԫf (iii) ɚཧɓɧϋʬ˜ɚɤ̬˚ᐏ։f (iv) ɚཧɓʬϋɤ˜ɤɧ˚ᐏ։f (v) ɚཧɚʞϋɘ˜ɞ˚ᐏ։f (b) ৗ;၅лʿ˟၅л ʊ jཧ f ᙮ʮ̡ Ꮠϗ˟၅л ࿚Їɚཧɚʞ jཧ f (c) ਕʘ˾ᄆ d͉ʮ̡ԨೌఱԶ ਕΣОୋɧ˙˕˹˾ᄆ ࿚Їɚཧɚʞϋʬ˜ɧɤ jཧ f (d) ج މ ࣘ ɚཧɚʬϋʬ˜ɧɤ˚d฿ೌ˸ԫe͟༈ഃԫછՓ ա τર ɚཧɚʞϋʬ˜ɧɤ ˚jཧ f 34. BENEFITS AND INTERESTS OF DIRECTORS /parenleft.caseCONTINUED/parenright.case (a) Directors’ and chief executive’s emoluments (Continued) (i) Mr. Wu Jian and Ms. Li Lin were appointed as directors on 26 November 2012. Mr. Wu Jian has resigned as Chief Executive Officer on 7 March 2019 and continued to serve as the chairman of the Board and executive director of the Company. (ii) Ms. Wu Huating was appointed as Chief Executive Officer on 7 March 2019 and appointed as an executive director on 8 May 2019. (iii) Appointed on 24 June 2013. (iv) Appointed on 13 October 2016. (v) Appointed on 8 September 2025. (b) Directors’ retirement benefits and termination benefits None of the retirement benefits was paid to or receivable by directors during the year ended 30 June 2026 (during the year ended 30 June 2025: Nil). None of the termination benefits was paid by or receivable from the company, the subsidiary undertaking nor the controlling shareholders to the directors during the year ended 30 June 2026 (during the year ended 30 June 2025: Nil). (c) Consideration provided to third parties for making available directors’ services During the year ended 30 June 2026, the Company does not pay consideration to any third parties for making available directors’ services (during the year ended 30 June 2025: Nil). (d) Information about loans, quasi-loans and other dealings in favour of directors, controlled bodies corporate by and connected entities with such directors As at 30 June 2026, there are no loans, quasi-loans and other dealing arrangements in favour of directors, controlled bodies corporate by and controlled entities with such directors (30 June 2025: Nil).
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 183 江南布衣有限公司 二零二五╱二六年度報告 34. ԫ၅лʿᛆू ᚃ (e) ɽᛆू ගd ɽᛆू eτરʿ jཧ f 35. ԫධ ˹͋ ٰ1.06ɛ͏࿆0.93ʩ ˸ ʿ ٰ0.75ɛ͏࿆0.66ʩd ϋɽึɪ f ಂගʫdԨ ɽԫf 36. ࠅ 36.1 ၝΥਿ છՓ dу՟છՓ ᛆj • ̙࿁ҳ༟࿁БԴᛆɢi • Ϟᛆᐏ̙ᜊΫజ i ʿ • ϞঐɢᔟБԴՉᛆɢϾᅂᚤ༈ഃΫజf ˸ɪ щછՓҳ༟࿁f ᙮ʮ̡ၝΥɝሪdԨ ˟ɝሪfՈϾԊdϋʫᒅɝ ᙮ʮ̡ ɝၝΥฦ ʫf 34. BENEFITS AND INTERESTS OF DIRECTORS /parenleft.caseCONTINUED/parenright.case (e) Directors’ material interests in transactions, arrangements or contracts No significant transactions, arrangements and contracts in relation to the Company’s business to which the Company was a party and in which a director of the Company had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during the year ended 30 June 2026 (during the year ended 30 June 2025: Nil). 35. SUBSEQUENT EVENT A final dividend in respect of the year ended 30 June 2026 of HK$1.06 (equivalent to approximately RMB0.93) per ordinary share and a special dividend of HK$0.75 (equivalent to approximately RMB0.66) per ordinary share, has been proposed by the Board and is to be approved at the annual general meeting on 2 October 2026. These financial statements do not reflect these dividend payables. Except for the events as described above, there was no other significant event occurred during the period from 30 June 2026 to the approval date of the consolidated financial statements by the Board on 9 September 2026. 36. SUMMARY OF OTHER ACCOUNTING POLICIES 36.1 Basis of consolidation The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company and its subsidiaries. Control is achieved when the Company: • has power over the investee; • is exposed, or has rights, to variable returns from its involvement with the investee; and • has the ability to use its power to affect its returns. The Group reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above. Consolidation of a subsidiary begins when the Group obtains control over the subsidiary and ceases when the Group loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated statement of profit or loss and other comprehensive income from the date the Group gains control until the date when the Group ceases to control the subsidiary.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 184 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 36. ᚃ 36.1 ၝΥਿ ᚃ ͉ʮ̡ኹϞɛʿ ͉ʮ̡ኹϞ ᛆू̈ତᑦഐ ቱf Ъ̈ሜd˸ԴՉึ f වe Όᅰ࿁ቖf ᛆूʱකяΐdϞᗫ ᙮ ኹϞᛆᛆूf 36.2 ༟ପϗᒅ 36.2.1 ༊ ༊dʪ ɓධุਕආБᔊʷ൙Пf ̙ᗆ ༊f ධ༟ପ ༊d ุਕϾˡආБආɓӉ൙ Пf 36.2.2 ༟ପϗᒅ ܲ ፄ༟ପŊ ਗ਼ᒅ൯ ה Ԩೌପ ᙄᄆϗᒅлf 36. SUMMARY OF OTHER ACCOUNTING POLICIES /parenleft.caseCONTINUED/parenright.case 36.1 Basis of consolidation (Continued) Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of the subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance. When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the Group’s accounting policies. All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation. Non-controlling interests in subsidiaries are presented separately from the Group’s equity therein, which represent present ownership interests entitling their holders to a proportionate share of net assets of the relevant subsidiaries upon liquidation. 36.2 Business combinations or asset acquisitions 36.2.1 Optional concentration test The Group can elect to apply an optional concentration test, on a transaction-by- transaction basis, that permits a simplified assessment of whether an acquired set of activities and assets is not a business. The concentration test is met if substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets. The gross assets under assessment exclude cash and cash equivalents, deferred tax assets, and goodwill resulting from the effects of deferred tax liabilities. If the concentration test is met, the set of activities and assets is determined not to be a business and no further assessment is needed. 36.2.2 Asset acquisitions When the Group acquires a group of assets and liabilities that do not constitute a business, the Group identifies and recognises the individual identifiable assets acquired and liabilities assumed by allocating the purchase price first to financial assets/financial liabilities at the respective fair values, the remaining balance of the purchase price is then allocated to the other identifiable assets and liabilities on the basis of their relative fair values at the date of purchase. Such a transaction does not give rise to goodwill or bargain purchase gain.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 185 江南布衣有限公司 二零二五╱二六年度報告 36. ᚃ 36.2 ༟ପϗᒅ ᚃ 36.2.3 ุਕΥԻ ɓධ༟๕ҳɝʿɓධ ࡊ ᗫ ᚃପ ɽϓ͉e ϗᒅ f ආБ ࠽ ٙ ՟ϗᒅ˙છՓᛆϾ೯БᛆूʈՈ ࣛ ฦूᆽႩf ್ܼ˾ᄆ τરd༈ ್˾ᄆᔷ ್ٙ˾ᄆᜊਗЪ ඎಂ Іϗᒅ˚ಂৎʔ൴ཀ ᕘ̮༟ৃ ሜf ್ٙ˾ᄆ ༈್˾ᄆ್ٙ˾ᄆᚃజ א ್ٙ˾ᄆඎd ฦूᆽႩf 36. SUMMARY OF OTHER ACCOUNTING POLICIES /parenleft.caseCONTINUED/parenright.case 36.2 Business combinations or asset acquisitions (Continued) 36.2.3 Business combinations A business is an integrated set of activities and assets which includes an input and a substantive process that together significantly contribute to the ability to create outputs. The acquired processes are considered substantive if they are critical to the ability to continue producing outputs, including an organised workforce with the necessary skills, knowledge, or experience to perform the related processes or they significantly contribute to the ability to continue producing outputs and are considered unique or scarce or cannot be replaced without significant cost, effort, or delay in the ability to continue producing outputs. Acquisitions of businesses, other than business combination under common control are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value, which is calculated as the sum of the acquisition-date fair values of the assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity interests issued by the Group in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred. When the consideration transferred by the Group in a business combination includes a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value and included as part of the consideration transferred in a business combination. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively. Measurement period adjustments are adjustments that arise from additional information obtained during the “measurement period” (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date. The subsequent accounting for the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured to fair value at subsequent reporting dates, with the corresponding gain or loss being recognised in profit or loss.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 186 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 36. ᚃ 36.2 ༟ପϗᒅ ᚃ 36.2.4 ΥԻึ جࠇ ධͦfΝછՓΥ ϣաછ Փ˙છՓʘ˚ৎʊආБΥԻf ၝΥ ᙄᄆϗᒅлᆽ ᕘf ٙ ක˕f ΥԻุਕІ௰Ϙяΐ˚ ϣաΝછՓʘ˚˸Ը ˸༰ಂග ุᐶf ʊΥԻf 36.3 ҳ༟ ɽᅂᚤɢ ᛆɢdШ࿁༈ ΝછՓᛆf ɝ༈ഃၝ ၝΥ ఱᆽႩ͉ණྠᏐЦ༈ᑌᐄʮ ٙ ɗમ͜ၾ͉ණྠίᗳЧઋ ഄᇜႡf ٙ ᑌᐄʮ̡ҳ༟ଋᕘɓ ආɓӉᑦ ᑌᐄʮ̡˹ වf 36. SUMMARY OF OTHER ACCOUNTING POLICIES /parenleft.caseCONTINUED/parenright.case 36.2 Business combinations or asset acquisitions (Continued) 36.2.4 Merger accounting for business combination involving businesses under common control The consolidated financial statements incorporate the financial statements items of the combining businesses in which the common control combination occurs as if they had been combined from the date when the combining businesses first came under the control of the controlling party. The net assets of the combining businesses are consolidated using the existing book values from the controlling party’s perspective. No amount is recognised in respect of goodwill or bargain purchase gain at the time of common control combination. Expenditure incurred in relation to a common control combination that is to be accounted for by using merger accounting is recognised as an expense in the period in which it is incurred. The consolidated statement of profit or loss and other comprehensive income includes the results of each of the combining businesses from the earliest date presented or since the date when the combining businesses first came under the common control, where this is a shorter period. The comparative amounts in the consolidated financial statements are presented as if the combining businesses had been combined at the beginning of the previous reporting period or when they first came under common control, whichever is shorter. 36.3 Investments in associates An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies. The results and assets and liabilities of associates are incorporated in these consolidated financial statements using the equity method of accounting. Under the equity method, an investment in an associate is initially recognised in the consolidated statement of financial position at cost and adjusted thereafter to recognise the Group’s share of the profit or loss and other comprehensive income of the associate. The financial statements of associates and joint ventures used for equity accounting purposes are prepared using uniform accounting policies as those of the Group for like transactions and events in similar circumstances. When the Group’s share of losses of an associate exceeds the Group’s interest in that associate (which includes any long-term interests that, in substance, form part of the Group’s net investment in the associate), the Group discontinues recognising its share of further losses. Additional losses are provided for, and a liability is recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 187 江南布衣有限公司 二零二五╱二六年度報告 36. ᚃ 36.3 ҳ༟ ᚃ ᛆू dҳ༟ϓ͉൴ཀ f͉ණྠᏐЦ ൴̈ҳ༟ ฦूᆽႩf ᛆू̙ঐ ࠦ ୋ36ఊɓ༟ପආ ၾʮʪᄆ ආБˢ༰fОʊᆽႩ О༟ ̙ϗ ୋ 36ʚ˸ᆽႩf 36.4 ॡ༣ ୋ 16ࣛ ૢಛʿૢ อ൙Пf (a) ̈ॡɛ ඎ ᐄॡ༣f ᎈʿ Ϟ ᐄॡ༣ f Ꮠϗಛ ٙ ͉ණྠϞ ಂϗूଟf 36. SUMMARY OF OTHER ACCOUNTING POLICIES /parenleft.caseCONTINUED/parenright.case 36.3 Investments in associates (Continued) An investment in an associate is accounted for using the equity method from the date on which the investee becomes an associate. On acquisition of the investment in an associate, any excess of the cost of the investment over the Group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group’s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired. The Group assesses whether there is an objective evidence that the interest in an associate may be impaired. When any objective evidence exists, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with HKAS 36 as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount. Any impairment loss recognised is not allocated to any asset, including goodwill, that forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with HKAS 36 to the extent that the recoverable amount of the investment subsequently increases. 36.4 Leases The Group assesses whether a contract is or contains a lease based on the definition under HKFRS 16 at inception of the contract. Such contract will not be reassessed unless the terms and conditions of the contract are subsequently changed. (a) The Group as a lessor Classification and measurement of leases Leases for which the Group is a lessor are classified as finance or operating leases. Whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership of an underlying asset to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases. Amounts due from lessees under finance leases are recognised as receivables at commencement date at amounts equal to net investments in the leases, measured using the interest rate implicit in the respective leases. Interest income is allocated to accounting periods so as to reflect a constant periodic rate of return on the Group’s net investment outstanding in respect of the leases.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 188 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 36. Չᚃ 36.4 ॡ༣ ᚃ (a) ̈ॡɛ ᚃ ඎ ᚃ ฦूᆽ ɝॡ༣ ක ৰ̮f ଡ଼ϓʱ ಥৌ ୋ 15ॡ༣ ॡ༣ʱf ږܲ ୋ 9ɝ ה࠽ ᕘ̮ॡ༣˹ಛf 36.5 ̮࿆ұၑ (a) ̌ঐʿΐజ࿆ ί˴ ࿆ ̌ঐ࿆ඎf͉ ʮ ̡e Croquis Holdings Limiteďঐ ־މ ʕʫήආ ה ̮ f (b) ʿഐቱ ତБ ࿆ ිглʿᑦฦdѩ ʕᆽႩf 36. SUMM ARY OF OTHER ACCOUNTING POLICIES /parenleft.caseCONTINUED/parenright.case 36.4 Leases (Continued) (a) The Group as a lessor (Continued) Classification and measurement of leases (Continued) Rental income from operating leases is recognised in profit or loss on a straight-line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset, and such costs are recognised as an expense on a straight-line basis over the lease term except for investment properties measured under fair value model. Allocation of consideration to components of a contract When a contract includes both leases and non-lease components, the Group applies HKFRS 15 to allocate consideration in a contract to lease and non-lease components. Non-lease components are separated from lease component on the basis of their relative stand-alone selling prices. Refundable rental deposits Refundable rental deposits received are accounted for under HKFRS 9 and initially measured at fair value. Adjustments to fair value at initial recognition are considered as additional lease payments from lessees. 36.5 Foreign currency translation (a) Functional and presentation currency Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary economic environment in which the entity operates (the “ functional currency ”). The functional currency of the Company, Croquis Holdings Limited and Grand Vantage (China) Limited is the HK$. The subsidiaries incorporated in Mainland China considered RMB as their functional currency. As the major operations of the Group are within Mainland China, the Group determined to present its consolidated financial statements in RMB (unless otherwise stated). (b) Transactions and balances Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the consolidated statement of profit or loss and other comprehensive income.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 189 江南布衣有限公司 二零二五╱二六年度報告 36. Չ˼ึᚃ 36.5 ̮࿆ұၑ ᚃ (b) ʿഐቱ ᚃ ၝΥฦूʿ ϞՉ˼ Չ˼ϗू ʿлଋᕘ ධɨяΐf ˚ ᕘɗ ፄ ࢨ ࿆ ᛆू ϗूʕᆽႩf (c) ණྠʮ̡ ࠠ މ яΐ࿆j (i) ڌ ϗ̹ිଟұၑi (ii) ̻ѩ ˚ତБ ɨdϗूʿ ිଟұၑ iʿ (iii) ϗूʕᆽႩɝ ሪf 36. SUMMARY OF OTHER ACCOUNTING POLICIES /parenleft.caseCONTINUED/parenright.case 36.5 Foreign currency translation (Continued) (b) Transactions and balances (Continued) Foreign exchange gains and losses that relate to borrowings and other financial asset are presented in the consolidated statement of profit or loss and other comprehensive income within ‘finance income or costs’. All other foreign exchange gains and losses are presented in the consolidated statement of profit or loss and other comprehensive income within ‘other income and gains, net’. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined. Translation differences on assets and liabilities carried at fair value are reported as part of the fair value gain or loss. For example, translation differences on non-monetary assets and liabilities such as equities held at fair value through profit or loss are recognised in profit or loss as part of the fair value gain or loss and translation differences on non-monetary assets such as equities classified as at fair value through other comprehensive income are recognised in other comprehensive income. (c) Group companies The results and financial position of all the Group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows: (i) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet; (ii) income and expenses for each consolidated statement of profit or loss and other comprehensive income are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and (iii) all resulting currency translation differences are recognised in other comprehensive income.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 190 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 36. ᚃ 36.6 п ੭ૢʿਗ਼ d˙ึᆽႩf ක ಂගʫ˸Ϟӻ୕ਿίฦूᆽႩ f ᗫ ίಂฦूʫᆽ Ⴉf༈ഃпί Չ˼ϗूʿлଋᕘ ධɨΐͪf 36.7 ၅л 36.7.1 ৗ;၅лϓ͉ ਕԨΪ ක˕f 36.7.2 ၅л ͊ұତ၅ Ӌ ၅лѩ ක˕f ၅л Էνʈ වf 36. S UMMARY OF OTHER ACCOUNTING POLICIES /parenleft.caseCONTINUED/parenright.case 36.6 Government grants Government grants are not recognised until there is reasonable assurance that the Group will comply with the conditions attaching to them and that the grants will be received. Government grants are recognised in profit or loss on a systematic basis over the periods in which the Group recognises as expenses the related costs for which the grants are intended to compensate. Government grants related to income that are receivable as compensation for expenses or losses already incurred or for the purpose of giving immediate financial support to the Group with no future related costs are recognise in profit or loss in the period in which they become receivable. Such grants are presented under “other Income and gains, net”. 36.7 Employee benefits 36.7.1 Retirement benefit costs Payments to defined contribution retirement benefit plans are recognised as an expense when employees have rendered service entitling them to the contributions. 36.7.2 Short-term employee benefits Short-term employee benefits are recognised at the undiscounted amount of the benefits expected to be paid as and when employees rendered the services. All short-term employee benefits are recognised as an expense unless another HKFRS Accounting Standard requires or permits the inclusion of the benefit in the cost of an asset. A liability is recognised for benefits accruing to employees (such as wages and salaries, annual leave and sick leave) after deducting any amount already paid.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 191 江南布衣有限公司 二零二五╱二六年度報告 36. ᚃ 36.8 ุ ɺ ᑦฦΐ ൗ36.11̙Դ͜ϋಂ20ϋ ၑf d ʚ˸ሜf 36.9 ʿண௪ ࠇ ٙ ක˕f ɝ͉ ࠦ ࠽ࠦ ಂ ʕ˕ቖf ̙Դ͜ϋಂʫਗ਼ධ ၑf ʚ ˸ሜf 36. SUMMARY OF OTHER ACCOUNTING POLICIES /parenleft.caseCONTINUED/parenright.case 36.8 Investment properties Investment properties are land and/or buildings which are owned to earn rental income and/or for capital appreciation. Investment properties are stated at cost less accumulated depreciation and impairment losses (Note 36.11). Depreciation is calculated using the straight-line method to allocate their cost or revalued amounts, net of their residual values, over their estimated useful lives of 20 years. Depreciation methods, useful lives and residual values are reviewed at the end of each reporting period and adjusted if appropriate. 36.9 Property, plant and equipment Property, plant and equipment, other than construction in progress, are stated at historical cost less accumulated depreciation and impairment. Historical cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the consolidated statement of profit or loss and other comprehensive income during the financial period in which they are incurred. Depreciation is calculated using the straight-line method to allocate the cost less impairment loss of each asset to its residual value over its estimated useful life, as follows: Estimated useful lives ̙Դ͜ϋಂ Leasehold improvements Shorter of remaining term of the lease and the estimated useful lives of assets ࡌ٫ Machinery 10 years ዚኜ 10ϋ Office equipment and others 3–10 years ፬ʮண௪ʿՉ˼ 3–10ϋ Motor vehicles 5 years ԓሿ 5ϋ Buildings 20 years ܊ג20ϋ The assets’ useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 192 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 36. ᚃ 36.9 ʿண௪ ᚃ ҁʈτༀධͦdԨ ጘʿϗᒅ dϓ͉ਗ਼ᔷᅡЇʔਗପe ഄұᔚf ࣛ ᕘf ᕘϾᔾ Չ˼ϗूʿлଋ ᕘ ධɨᆽႩf 36.10 ೌҖ༟ପ 36.10.1 ϗᒅೌҖ༟ପ ൖЪՉϓ͉ ᆽႩf ᆽႩ̙Դ͜ϋಂ ᑦฦΐሪd ࠽ ุਕΥԻʕϗ О ᑦฦΐሪf ̈ਯ՟͊Ը א ඎd ฦूᆽႩf 36. SUMMARY OF OTHER ACCOUNTING POLICIES /parenleft.caseCONTINUED/parenright.case 36.9 Property, plant and equipment (Continued) Construction-in-progress represents buildings, plant and machinery under construction or pending installation and is stated at cost less provision for impairment loss, if any. Cost includes the costs of construction and acquisition. When the assets concerned are available for use, the costs are transferred to property, plant and equipment and depreciated in accordance with the policy as stated above. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount. Gains or losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised within ‘other income and gains, net’ in the consolidated statement of profit or loss and other comprehensive income. 36.10 Intangible assets 36.10.1 Intangible assets acquired in a business combination Intangible assets acquired in a business combination are recognised separately from goodwill and are initially recognized at their fair value at the acquisition date (which is regarded as their cost). Subsequent to initial recognition, intangible assets acquired in a business combination with finite useful lives are reported at costs less accumulated amortisation and any accumulated impairment losses, being their fair value at the date of the revaluation less subsequent accumulated amortisation and any accumulated impairment losses, on the same basis as intangible assets that are acquired separately. Intangible assets acquired in a business combination with indefinite useful lives are carried at cost less any subsequent accumulated impairment losses. An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains and losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognised in profit or loss when the asset is derecognised.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 193 江南布衣有限公司 二零二五╱二六年度報告 36. ᚃ 36.11 ࠽ ࿁ ൴གྷՉ ಯ̈ d༟ପ˸̙ዹͭ ପ͛ఊЗ ʱᗳfίʱ әಯОਠᚑ νቇ ପ͛ఊЗଡ଼ ሪ ಯ̘̈ਯϓ͉ ν̙ፅඎ eՉԴ ͉Ꮠʱৣʚ༈༟ପ ږ ڢٙ࠽ щᔷΫආБᏨীf 36.12 ፄ༟ପ 36.12.1 ʱᗳ ඎᗳйʱᗳj • iʿ • ٫ ุਕᅼ όf ฦूΐ ሪf d͉ණྠਗ਼ อʱᗳf 36. SUMMARY OF OTHER ACCOUNTING POLICIES /parenleft.caseCONTINUED/parenright.case 36.11 Impairment of non-financial assets Assets that are subject to amortisation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs of disposal and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). In allocating the impairment loss, the impairment loss is allocated first to reduce the carrying amount of any goodwill (if applicable) and then to the other assets on a pro-rata basis based on the carrying amount of each asset in the unit or the group of cash-generating units. The carrying amount of an asset is not reduced below the highest of its fair value less costs of disposal (if measurable), its value in use (if determinable) and zero. The amount of the impairment loss that would otherwise have been allocated to the asset is allocated pro rata to the other assets of the unit or the group of cash-generating units. Non-financial assets other than goodwill that suffered an impairment are reviewed for possible reversal of the impairment at each reporting date. 36.12 Investments and other financial assets 36.12.1 Classification The Group classifies its financial assets in the following measurement categories: • those to be measured subsequently at fair value through profit or loss, and • those to be measured at amortised cost The classification depends on the entity’s business model for managing the financial assets and the contractual terms of the cash flows. For assets measured at fair value, gains and losses will be recorded in profit or loss. The Group reclassifies debt investments when and only when its business model for managing those assets changes.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 194 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 36. ᚃ 36.12 ፄ༟ପ ᚃ 36.12.2 ᆽႩʿ˟ᆽႩ ፕ൯ር ݴږ ഒɽ ፄ༟ପึ˟ᆽႩf 36.12.3 ඎ ɝฦू ܲ ɝฦूટᓥ᙮ ʮʪᄆ ฦूʕ˕ቖf වਕʈՈ ุਕᅼόʿ ɧ၇ ඎᗳйj ݴږ ፄ ɝৌਕϗूf˟ᆽႩ ฦूᆽႩdԨၾිглʿ ʫ ఊዹධͦΐͪf ʮʪᄆ වਕҳ ପ͛ಂගίՉ˼ϗूʿ яΐf 36. SUMMARY OF OTHER ACCOUNTING POLICIES /parenleft.caseCONTINUED/parenright.case 36.12 Investments and other financial assets (Continued) 36.12.2 Recognition and derecognition Regular way purchases and sales of financial assets are recognised on trade-date, the date on which the Group commits to purchase or sell the asset. Financial assets are derecognised when the rights to receive cash flows from the financial assets have expired or have been transferred and the Group has transferred substantially all the risks and rewards of ownership. 36.12.3 Measurement At initial recognition, the Group measures a financial asset at its fair value plus, in the case of a financial asset not at fair value through profit or loss (“ FVTPL”), transaction costs that are directly attributable to the acquisition of the financial asset. Transaction costs of financial assets carried at FVTPL are expensed in profit or loss. Debt instruments Subsequent measurement of debt instruments depends on the Group’s business model for managing the asset and the cash flow characteristics of the asset. There are three measurement categories into which the Group classifies its debt instruments: Amortised cost: Assets that are held for collection of contractual cash flows where those cash flows represent solely payments of principal and interest are measured at amortised cost. Interest income from these financial assets is included in finance income using the effective interest rate method. Any gain or loss arising on derecognition is recognised directly in profit or loss and presented in other income and gains, together with foreign exchange gains and losses. Impairment losses are presented as separate line item in the statement of profit or loss. FVTPL: Assets that do not meet the criteria for amortised cost are measured at FVTPL. A gain or loss on a debt investment that is subsequently measured at FVTPL is recognised in profit or loss and presented net within other income and gains, net in the period in which it arises.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 195 江南布衣有限公司 二零二五╱二六年度報告 36. ᚃ 36.12 ፄ༟ପ ᚃ 36.12.3 ඎ ᚃ ͉ʈՈ ͉ණྠ၍ଣ лʿᑦ лʿ d Չ˼ϗूʿлଋᕘf ϗ Չ˼ϗूʿлଋᕘ νቇ͜ ᆽႩf 36.12.4 ࠽ ᗫ ൲ щᜑഹᄣ̋f (i) ᎈᜑഹᄣ̋ Ϟщᜑഹᄣ̋d͉ණྠึਗ਼ ᆽ dึϽ ᜕ʿ Ͻ ʿ ౻d͵ึ ྼყʿཫ f 36. SUMMARY OF OTHER ACCOUNTING POLICIES /parenleft.caseCONTINUED/parenright.case 36.12 Investments and other financial assets (Continued) 36.12.3 Measurement (Continued) Equity instruments The Group subsequently measures all equity instruments at fair value. Where the Group’s management has elected to present fair value gains and losses on equity instruments in other comprehensive income, there is no subsequent reclassification of fair value gains and losses to profit or loss following the derecognition of the investment. Dividends from such investments continue to be recognised in profit or loss as other income and gains, net when the Group’s right to receive payments is established. Changes in the fair value of financial assets at FVTPL are recognised in other income and gains, net in the statement of comprehensive income as applicable. 36.12.4 Impairment The Group assesses on a forward-looking basis the expected credit losses associated with its debt instruments carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. (i) Significant increase in credit risk In assessing whether the credit risk has increased significantly since initial recognition, the Group compares the risk of a default occurring on the financial instrument as at the reporting date with the risk of a default occurring on the financial instrument as at the date of initial recognition. In making this assessment, the Group considers both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort. Forward-looking information considered includes the future prospects of the industries in which the Group’s debtors operate, obtained from economic expert reports, financial analysts and governmental bodies, as well as consideration of various external sources of actual and forecast economic information that relate to the Group’s core operations.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 196 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 36. ᚃ 36.12 ፄ༟ପ ᚃ 36.12.4 ᚃ (i) ᎈᜑഹᄣ̋ ᚃ dึϽᅇ˸ɨ j • ཫ ಂᜑഹెʷi • ࢨࢹ દಂᄆɽషɪʺi • ঐɢ೯͛ᜑ ཫʔ лᜊʷi • ཫಂᜑഹెʷi • ٙ ཫᜑഹ ʔлᜊʷf ˹ಛགྷಂ൴ཀ 30᜕ʿව ᎈԨ͊ᜑഹᄣ̋f (ii) ່ ̮ ͉ ԫf ፄ༟ପགྷಂ൴ཀ 90ᚃ f 36. SUMMARY OF OTHER ACCOUNTING POLICIES /parenleft.caseCONTINUED/parenright.case 36.12 Investments and other financial assets (Continued) 36.12.4 Impairment (Continued) (i) Significant increase in credit risk (Continued) In particular, the following information is taken into account when assessing whether credit risk has increased significantly: • an actual or expected significant deterioration in the financial instrument’s external (if available) or internal credit rating; • significant deterioration in external market indicators of credit risk, e.g. a significant increase in the credit spread, the credit default swap prices for the debtor; • existing or forecast adverse changes in business, financial or economic conditions that are expected to cause a significant decrease in the debtor’s ability to meet its debt obligations; • an actual or expected significant deterioration in the operating results of the debtor; • an actual or expected significant adverse change in the regulatory, economic, or technological environment of the debtor that results in a significant decrease in the debtor’s ability to meet its debt obligations. When contractual payments are more than 30 days past due, the Group may consider that the credit risk has not increased significantly based on past experience and satisfactory settlement history from the debtors. (ii) Definition of default For internal credit risk management, the Group considers an event of default occurs when information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Group, in full (without taking into account any collaterals held by the Group). When a financial asset is more than 90 days past due, it may not be considered as in default by the Group considering the historical and expected subsequent repayment from the debtors.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 197 江南布衣有限公司 二零二五╱二六年度報告 36. SUMMARY OF OTHER ACCOUNTING POLICIES /parenleft.caseCONTINUED/parenright.case 36.12 Investments and other financial assets (Continued) 36.12.4 Impairment (Continued) (iii) Credit-impaired financial assets A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred. Evidence that a financial asset is credit-impaired includes observable data about the following events: (a) significant financial difficulty of the issuer or the borrower; (b) a breach of contract, such as a default or past due event; (c) the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider; or (d) it is becoming probable that the borrower will enter bankruptcy or other financial reorganization. For trade receivables, the Group applies the simplified approach permitted by HKFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables, see Note 17 for further details. The Group has established a provision matrix that is based on its historical credit loss experience, adjusted for forward-looking factors specific to the debtors and the economic environment. For deposits and other receivables, management considers that its credit risk has not increased significantly since initial recognition with reference to the counterparty historical default rate and current financial position. The impairment provision is determined based on the 12-month expected credit losses, which is close to zero. To assess whether there is a significant increase in credit risk, the Group compares the risk of default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition by considering available, reasonable and supportive forwarding-looking information. 36. ᚃ 36.12 ፄ༟ପ ᚃ 36.12.4 ᚃ (iii) ፄ༟ପ ඎி f ̙ᝈ࿀ ᅰኽj (a) ɽৌਕѢᗭi (b) གྷಂԫi (c) ଣ͟ ಛɛҭ̈༈൲ಛɛίՉ˼ઋ א d) ଡ଼f ୋ 9ʪ ᆽႩᏐϗಛ ൗ 17ኽՉ त Ϊ९Ъ̈ሜf dਞϽ࿁˓˙ ܝ ܲ12ᅡ௪ટ ɝ̙eΥଣʿ̙ ࣘᆽႩඎf
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 198 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 36. ᚃ 36.13 වʿᛆू 36.13.1 ᛆू වʿᛆू ᛆूf 36.13.2 ᛆूʈՈ ʘ௵ቱᛆू ಛධϔ ᆽႩf ʈՈፄ༟ପ ፰˕˹ ᛆूʈՈf ᛆूᆽႩʿϔৰfᒅ൯e ᑦฦ ฦूᆽႩf 36.13.3 ව ࠽ ඎf ව ව (i)ୋ 3ุ ್˾ᄆd (ii)אiii)࠽ ɝ ฦूf Ъ൯ር͜j • א •ፄ ྼ א 36. SUMMARY OF OTHER ACCOUNTING POLICIES /parenleft.caseCONTINUED/parenright.case 36.13 Financial liabilities and equity 36.13.1 Classification as debt or equity Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument. 36.13.2 Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs. Perpetual instruments, which include no contractual obligation for the Group to deliver cash or other financial assets or the Group has the sole discretion to defer payment of distribution and redemption of principal amount indefinitely are classified as equity instruments. Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments. 36.13.3 Financial liabilities All financial liabilities are subsequently measured at amortised cost using the effective interest method or at FVTPL. Financial liabilities at FVTPL Financial liabilities are classified as at FVTPL when the financial liability is (i) contingent consideration of an acquirer in a business combination to which HKFRS 3 applies, (ii) held for trading or (iii) it is designated as at FVTPL. A financial liability is held for trading if: • it has been incurred principally for the purpose of repurchasing in the near term; or • on initial recognition it is part of a portfolio of identified financial instruments that the Group manages together and has a recent actual pattern of short-term profit-taking; or
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 199 江南布衣有限公司 二零二五╱二六年度報告 36. ᚃ 36.13 වʿᛆू ᚃ 36.13.3 ව ᚃ ව ᚃ ϗᒅ˙ί ̙ึ ɝฦूj • ̙ঐ̈ א •ܲ ፄ ږ א ව ٙ ፹ৣf ව ൬ ࠇ ඎf ිглʿᑦฦ ව fఱԨ වϾԊdිглʿᑦฦ ൗ7ිгл ɓʱf Ԩ˸జѓ ፄ ɓʱd ฦूʕᆽႩf 36. SUMMARY OF OTHER ACCOUNTING POLICIES /parenleft.caseCONTINUED/parenright.case 36.13 Financial liabilities and equity (Continued) 36.13.3 Financial liabilities (Continued) Financial liabilities at FVTPL (Continued) A financial liability other than a financial liability held for trading or contingent consideration of an acquirer in a business combination may be designated as at FVTPL upon initial recognition if: • such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise; or • the financial liability forms part of a group of financial assets or financial liabilities or both, which is managed and its performance is evaluated on a fair value basis, in accordance with the Group’s documented risk management or investment strategy, and information about the grouping is provided internally on that basis; or For financial liabilities that are designated as at FVTPL, the amount of changes in the fair value of the financial liability that is attributable to changes in the credit risk of that liability is recognised in other comprehensive income, unless the recognition of the effects of changes in the liability’s credit risk in other comprehensive income would create or enlarge an accounting mismatch in profit or loss. Financial liabilities at amortised cost Financial liabilities including borrowings, trade payables, Amounts due to related parties, Accruals and other current liabilities are subsequently measured at amortised cost, using the effective interest method. Foreign exchange gains and losses For financial liabilities that are denominated in a foreign currency and are measured at amortised cost at the end of each reporting period, the foreign exchange gains and losses are determined based on the amortised cost of the instruments. These foreign exchange gains and losses are recognised in the ‘other income and gains, net’ in profit or loss (note 7) as part of net foreign exchange gains/(losses) for financial liabilities that are not part of a designated hedging relationship. The fair value of financial liabilities denominated in a foreign currency is determined in that foreign currency and translated at the spot rate at the end of the reporting period. For financial liabilities that are measured as at FVTPL, the foreign exchange component forms part of the fair value gains or losses and is recognised in profit or loss for financial liabilities that are not part of a designated hedging relationship.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 200 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 36. ᚃ 36.13 වʿᛆू ᚃ 36.13.3 ව ᚃ ව ˟ ၾʊ˹ʿᏐ˹ ฦूᆽႩf 36.13.4 ቖ ܲ ፄ ج dϾίɓছุਕ א Ҽɢf 36.14 ᏐϗሪಛʿՉ˼Ꮠϗಛධ ಛධf ˸ʫ νίุਕ ਗ༟ପd ਗ༟ପf ˸ྼ ࠽ ൗ 36.12.4f 36.15 ي e ࠽ ਗ ಂҳ༟˸ʿვБீ˕f 36.16 ᅡ௪ ப dϾ ۆ ึᆽႩᅡ௪f 36. SUMMARY OF OTHER ACCOUNTING POLICIES /parenleft.caseCONTINUED/parenright.case 36.13 Financial liabilities and equity (Continued) 36.13.3 Financial liabilities (Continued) Derecognition of financial liabilities The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or have expired. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss. 36.13.4 Offsetting financial instruments Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realise the asset and settle the liability simultaneously. The legally enforceable right must not be contingent on future events and must be enforceable in the normal course of business and in the event of default, insolvency or bankruptcy of the company or the counterparty. 36.14 Trade and other receivables Trade receivables are amounts due from customers for merchandise sold in the ordinary course of business. If collection of trade and other receivables is expected in one year or less (or in the normal operating cycle of the business if longer), they are classified as current assets. If not, they are presented as non-current assets. Trade and other receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment. See Note 36.12.4 for description of the Group’s impairment policies. 36.15 Cash and cash equivalents For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original maturities of three months or less that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value, and bank overdrafts. 36.16 Provisions Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 201 江南布衣有限公司 二零二五╱二六年度報告 36. ᚃ 36.16 ᅡ௪ ᚃ ږٙ f dՉ ତᅂᚤ᙮ ɽ f 36.17 ಛ ಛ ϓ͉ ၾᛙΫಛ ฦूᆽႩf ఱணͭ൲ಛፄ ɨd൬͜ Ϟ̙ঐ ٙ Ϟᗫፄ༟ಂගᛅቖf Їజѓಂ Їˇ 12වf 36.18 ೯ක˕ ක˕f 36.19 ଟᅲ වᜊ ਗሜf (a) ᙮ʮ̡ʿᑌᐄʮ̡ᐄ༶ ྼ ཫಂ ಛЪ̈ᅡ௪f 36. SUMMARY OF OTHER ACCOUNTING POLICIES /parenleft.caseCONTINUED/parenright.case 36.16 Provisions (Continued) The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (when the effect of the time value of money is material). 36.17 Borrowings Borrowings are initially recognised at fair value, net of transaction costs incurred. Borrowings are subsequently measured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount is recognised in profit or loss over the period of the borrowings using the effective interest method. Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the draw-down occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates. Borrowings are classified as current liabilities unless, at the end of the reporting period, the Group has a right to defer settlement of the liability for at least 12 months after the reporting period. 36.18 Research and development expenditure Expenditure on research activities is recognised as an expense in the period in which it is incurred. 36.19 Current and deferred income tax The income tax expense or credit for the period is the tax payable on the current period’s taxable income based on the applicable income tax rate for each jurisdiction adjusted by changes in deferred tax assets and liabilities attributable to temporary differences and to unused tax losses. (a) Current income tax The current income tax charge is calculated on the basis of the tax laws enacted or substantively enacted at the balance sheet date in the countries where the Company’s subsidiaries and associates operate and generate taxable income. Management periodically evaluates positions taken in tax returns with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 202 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 36. ᚃ 36.19 ᚃ (b) ମ ڌ ߰ ٙᆽႩʔʚᆽႩi˸ʿ ࠋא Ꮠሙฦूd ྼ f ਗ͜༈ഃ ᆽႩf ମ ࣛ ࣛ ග͉͟ණྠછՓdϾί̙Ԉਗ਼Ըʔɽ̙ঐᅡΫᅲ ৰ̮f ͊ԸᅡΫʿϞ ᙮ʮ̡ҳ༟ ᕘᆽႩf (c) ቖ ቖdϾ ධ༟ ቖ˲Ϟจ ಂ ቖf 36. SUMMARY OF OTHER ACCOUNTING POLICIES /parenleft.caseCONTINUED/parenright.case 36.19 Current and deferred income tax (Continued) (b) Deferred income tax Inside basis differences Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill, the deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the balance sheet date and are expected to apply when the related deferred income tax asset is realised or the deferred income tax liability is settled. Deferred tax assets are recognised only if it is probable that future taxable amounts will be available to utilise those temporary differences and losses. Outside basis differences Deferred income tax liabilities are provided on taxable temporary differences arising from investments in subsidiaries, except for deferred income tax liability where the timing of the reversal of the temporary difference is controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax assets are recognised on deductible temporary differences arising from investments in subsidiaries, only to the extent that it is probable the temporary difference will reverse in the future and there is sufficient taxable profit available against which the temporary difference can be utilised. (c) Offsetting Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 203 江南布衣有限公司 二零二五╱二六年度報告 36. SUMMARY OF OTHER ACCOUNTING POLICIES /parenleft.caseCONTINUED/parenright.case 36.20 Share-based payments (a) Equity-settled share-based payments transactions The Group received service from an employee as consideration for its equity instruments. The fair value of the employee services received in exchange for the grant of the RSUs is recognised as an expense. The total amount to be expensed is determined by reference to the fair value of the RSUs granted: — including any market performance conditions; — excluding the impact of any service and non-market performance vesting conditions; and — including the impact of any non-vesting conditions. At the end of each reporting period, the Group revises its estimates of the number of RSUs that are expected to vest based on the non-market performance and service conditions. It recognises the impact of the revision to original estimates, if any, in the consolidated statement of profit or loss and other comprehensive income, with a corresponding adjustment to equity. Service conditions are included in assumptions about the number of RSUs that are expected to vest. The total expense is recognised over the vesting period over which all of the specified vesting conditions are to be satisfied. In addition, in some circumstances employees may provide services in advance of the grant date and therefore the grant date fair value is estimated for the purposes of recognising the expense during the period between service commencement period and grant date. For the RSU scheme, the Group may purchase its own shares through the trustee of the share award scheme from the open market for the shares to be vested under the share award scheme. The shares purchased by the Group that are not yet vested for this share award scheme were recorded as “Shares held for RSU scheme” as a deduction under equity. The RSU plan is administered by The Core Trust Company Limited, which is consolidated in accordance with the principles of consolidation. When the RSUs are exercised, the trust transfers the appropriate number of shares to employee. The proceeds received net of any directly attributable transaction costs are credited to share premium. Upon exercise of the RSUs, the related costs of the purchased shares are reduced from the “Shares held for RSU scheme”, and the related fair value of the RSUs are debited to Other reserves with the difference charged to equity. 36. ᚃ 36.20 ˕˹ (a) ౬ ൬͜f ᔾ j — О̹ఙุᐶૢi — ᅂᚤiʿ — ᅂᚤf Չ ၝΥฦूʿ ᅂᚤ νϞ dԨ࿁ Ꮠሜf ணʕf ᓥ᙮ૢਗ਼ʚ ಂගf ਕd ಂၾબ̈˚ಂʘ f ྌ ʮක̹ఙᒅ൯ ֠ ᛆ ϔಯධͦf ٙThe Core Trust Company Limitedڦ ટᏐЦʹ ΅๐ᄆf ٰ ࠇ࠽ ᕘІᛆूʫϔৰf
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NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS ൗ 204 JNBY DESIGN LIMITED 2025/26 ANNUAL REPORT 36. ᚃ 36.20 ˕˹ ᚃ (a) ᚃ ҷึᄣ̋ ٙ ቱɨᓥ᙮ಂ ࡌ Ϟᗫᄆ О Ϟ ቱɨಂගᆽႩf ̋ᓥ ᕘf (b) ᛆʈ ༟͉ ٙ ᙮ʮ̡ҳ༟ ᛆूf 36.21 ϗू (a) ਿ͉ϗू ͉ʮ̡ኹϞɛᏐЦлᆗ ʔ ̋ᛆ ၑf (b) ϗू ʿ j Չ˼ፄ ᕘ ̋ᛆ̻ѩᅰf 36. SUMMARY OF OTHER ACCOUNTING POLICIES /parenleft.caseCONTINUED/parenright.case 36.20 Share-based payments (Continued) (a) Equity-settled share-based payments transactions (Continued) The Group might modify the terms and conditions on which equity instruments were granted. If a modification increases the fair value of the equity instruments granted (for example, by reducing the exercise price of share options), the incremental fair value granted should be included in the measurement of the amount recognised for the services received over the remainder of the vesting period. The incremental fair value is the difference between the fair value of the modified equity instrument and that of the original equity instrument; both values are estimated as at the modification date. An expense based on the incremental fair value is recognised in addition to any amount in respect of the original instrument, and the original amount should continue to be recognised over the remainder of the original vesting period. A grant of equity instruments, that is cancelled or settled during the vesting period, is treated as an acceleration of vesting. The Group recognise immediately the amount that otherwise would have been recognised for services received over the remainder of the vesting period. (b) Share-based payments transactions among group entities The grant by the Company of RSUs over its equity instruments to the employees or other service providers of the subsidiaries are treated as a capital contribution in the separate financial statements of the Company. The fair value of consulting and employee services received, measured by reference to the grant date fair value, is recognised over the vesting period as an increase to investments in subsidiaries undertakings, with a corresponding credit to equity in the separate financial statements of the Company. 36.21 Earnings per share (a) Basic earnings per share Basic earnings per share is calculated by dividing: the profit attributable to owners of the Company, excluding any costs of servicing equity other than ordinary shares by the weighted average number of ordinary shares outstanding during the financial year, excluding shares held for RSU Scheme. (b) Diluted earnings per share Diluted earnings per share adjusts the figures used in the determination of basic earnings per share to take into account: the after income tax effect of interest and other financing costs associated with dilutive potential ordinary shares, and the weighted average number of additional ordinary shares that would have been outstanding assuming the conversion of all dilutive potential ordinary shares.
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This annual report is printed on environmental paper ॷੵΙႡ JNBY DESIGN LIMITEDʮ̡2025/2026 ANNUAL REPORT జѓ