JNBY Design Limited (JNBY) has entered into three continuing connected transactions that will govern the Group’s procurement of sample garments and finished apparel from related parties for the two financial years ending 30 June 2028.
Framework Sample Apparel Renewal Agreement • Counterparty: Hangzhou JNBY (indirectly controlled by founders Wu Jian and Li Lin). • Term: 1 July 2026 – 30 June 2028. • Pricing: cost-plus with mark-up capped at 5%. • Annual caps: up to RMB 40.00 million for each of FY 2027 and FY 2028 (total RMB 80.00 million). • Historical volumes: RMB 32.61 million in FY 2024, RMB 32.82 million in FY 2025, and RMB 16.23 million for the six months to 31 December 2025.
Framework Apparel Manufacturing Agreements 1) Renewal Agreement – Parties: Liancheng Huazhuo (JNBY subsidiary) and Shangwei Apparel (controlled by the founders). – Term: 1 July 2026 – 30 June 2028. – Annual caps: RMB 35.00 million for FY 2027 and RMB 30.00 million for FY 2028 (total RMB 65.00 million). – Historical volumes: RMB 25.95 million in FY 2024, RMB 25.58 million in FY 2025, and RMB 10.06 million for the six months to 31 December 2025.
2) New Agreement – Parties: Huipu Apparel (JNBY subsidiary) and Shangwei Apparel. – Term: 1 July 2026 – 30 June 2028. – Annual caps: RMB 5.00 million for FY 2027 and RMB 10.00 million for FY 2028 (total RMB 15.00 million). – No historical transactions between the parties.
Aggregate Exposure Across all three agreements, the maximum potential procurement value reaches RMB 160.00 million over the two-year term.
Regulatory Position Each supplier is a connected person under Chapter 14A of the Hong Kong Listing Rules. As all applicable percentage ratios are between 0.1% and 5%, the transactions are subject to reporting and announcement requirements but exempt from shareholder approval. Founders Wu Jian and Li Lin abstained from the Board vote due to material interests.
Strategic Rationale Management cites the long-standing supplier relationships, alignment with expansion plans, anticipated volume growth, and higher labour costs as key drivers for setting the new caps, ensuring stable supply for JNBY’s multi-brand apparel operations through FY 2028.
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