Jin Bao Bao : RESIGNATION OF EXECUTIVE DIRECTOR, CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND CHANGE OF COMPOSITION OF BOARD COMMITTEES

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.

Jin Bao Bao Holdings Limited

金 寶 寶 控股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 01239)

RESIGNATION OF EXECUTIVE DIRECTOR,

CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND

CHANGE OF COMPOSITION OF BOARD COMMITTEES

The Board announces that, with effect from 11 August 2017,

1. Ms. Xie Yan has resigned as an executive Director;

2. Mr. Lee Chi Hwa, Joshua has resigned as an independent non-executive Director, the chairman of both the Audit Committee and the Nomination Committee, and a member of the Remuneration Committee;

3. Mr. Chan Chun Kau has resigned as an independent non-executive Director, the member of the Audit Committee, Nomination Committee and Remuneration Committee;

4. Mr. So Stephen Hon Cheung has been appointed as an independent non-executive Director, a member of the Audit Committee, Nomination Committee and Remuneration Committee; and

5. Ms. Man See Yee has been appointed as an independent non-executive Director, the chairman of both the Audit committee and the Nomination committee and a member of the Remuneration committee.

RESIGNATION OF EXECUTIVE DIRECTOR

The board (the ''Board'') of directors (the ''Director(s)'') of Jin Bao Bao Holdings Limited (the ''Company'', and together with its subsidiaries, the ''Group'') announces that with effect from 11 August 2017, Ms. Xie Yan (''Ms. Xie'') has resigned as executive Director due to her other business commitments.

Ms. Xie has confirmed that she has no disagreement with the Board and there is no other matter in relation to her resignation that should be brought to the attention of the shareholders of the Company and The Stock Exchange of Hong Kong Limited.

The Board would like to take this opportunity to express its gratitude to Ms. Xie for her valuable contribution to the Company during the tenure of her service.

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS

The Board announces that with effect from 11 August 2017, Mr. Lee Chi Hwa, Joshua (''Mr. Lee'') and Mr. Chan Chun Kau (''Mr. Chan'') have resigned as independent non-executive Directors due to their other business commitments.

Both Mr. Lee and Mr. Chan have confirmed that they have no disagreement with the Board and there is no other matter in relation to their respective resignation that should be brought to the attention of the shareholders of the Company and The Stock Exchange of Hong Kong Limited.

The Board would like to take this opportunity to express its gratitude to Mr. Lee and Mr. Chan for their valuable contribution to the Company during the tenure of their services.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

The Board is pleased to announce that Mr. So Stephen Hon Cheung (''Mr. So'') and Ms. Man See Yee (''Ms. Man'') have been appointed as an independent non-executive Directors with effect from 11 August 2017.

Mr. So Stephen Hon Cheung, aged 61, has been a director of an accounting firm T.M. Ho So & Leung CPA Limited since August 2003. Currently, he is the chief financial officer and company secretary of Ying Kee Tea Company Limited. Mr. So has over ten years' experience in the accountancy field and several years' experience working as the chief financial officer of CY Oriental Holdings Limited and the finance director of Jetion Holdings Limited, both in the manufacturing industry. Mr. So graduated from the University of British Columbia in Canada with a Bachelor of Commerce degree in November 1979. Mr. So has been an associate member of the Institute of Chartered Accountants of British Columbia since December 1985 and a member of the Society of Management Accountants of British Columbia since October 1991, and has been a fellow member of the Hong Kong Institute of Certified Public Accountants since July 1993.

Mr. So's directorships in other companies listed on the Stock Exchange as at the date of his appointment and the last three years are set out below:

Company Position Period

Pinestone Capital Limited (stock code: 804, transferred from

GEM Board in May 2017

(stock code on GEM: 8097))

Independent non-executive director

May 2015 to present

PINE Technology Holdings Limited (stock code: 1079)

Independent non-executive director

September 2002 to present

Milan Station Holdings Limited (stock code: 1150)

Independent non-executive director

April 2011 to February 2017 (Note 1)

Skyworth Digital Holdings Limited (stock code: 751)

Independent non-executive director

March 2000 to December 2014 (Note 2)

Notes:

1. Mr. So confirmed that he resigned as independent non-executive director of Milan Station Holdings Limited to devote more time for personal commitments. This is consistent with that disclosed in the announcement of Milan Station Holdings Limited dated 3 February 2017.

2. Mr. So confirmed that he resigned as independent non-executive director of Skyworth Digital Holdings Limited due to his other business commitments. This is consistent with that disclosed in the announcement of Skyworth Digital Holdings Limited dated 24 December 2014.

Mr. So was a director of the following companies, which were dissolved or wound-up (but not due to members' voluntary winding-up):

Name of Company

Principal business

activity immediately prior to dissolution

Date of

dissolution or

winding-up Details

Ansilk Limited Dormant 11 October 2002 This company incorporated in

Hong Kong was dissolved by striking off pursuant to

section 291(6) of the

Predecessor Companies Ordinance (Note 1)

Clearwater

Environmental Limited

Dormant 9 August 2002 This company incorporated in

Hong Kong was dissolved by striking off pursuant to

section 291(6) of the

Predecessor Companies Ordinance (Note 1)

Elegant Heart Limited

Property and shares investments

17 April 2014 This company incorporated in

Hong Kong was deregistered under section 291AA of the Predecessor Companies

Ordinance and accordingly was dissolved upon

deregistration (Note 2)

Suresound

Investments Limited

Property

investment

19 July 2013 This company incorporated in

Hong Kong was deregistered under section 291AA of the Predecessor Companies

Ordinance and accordingly was dissolved upon

deregistration (Note 2)

Name of Company

Principal business

activity immediately prior to dissolution

Date of

dissolution or

winding-up Details

Yanser

International Limited

Dormant 13 August 2004 This company incorporated in

Hong Kong was deregistered under section 291AA of the Predecessor Companies

Ordinance and accordingly was dissolved upon

deregistration (Note 2)

Kee Hing Property Management

Limited

Dormant 25 July 2014 This company incorporated in

Hong Kong was deregistered under section 291AA of the Predecessor Companies

Ordinance and accordingly was dissolved upon

deregistration (Note 2)

Notes:

1. Pursuant to section 291 of the Predecessor Companies Ordinance, where the Registrar of Companies has reasonable cause to believe that a company is not carrying on business or is not in operation, the Registrar may strike the name of the company off the register after the expiration of a specified period. Mr. So Hon Cheung confirmed that the said company was solvent and was not carrying on business or in operation at the time of it being struck off.

2. Pursuant to section 291AA of the Predecessor Companies Ordinance, an application for deregistration can only be made if (a) the members of such company agreed to such deregistration; (b) such company has never commenced business or operation, or has ceased to carry on business or has ceased operation for more than three months immediately before application; and (c) such company has no outstanding liabilities.

Mr. So confirmed that there was no wrongful act on his part leading to the above dissolutions and strikings out and he is not aware of any actual or potential claim which has been or will be made against him as a result.

As at the date of this announcement, Mr. So has entered into a letter of appointment with the Company in relation to his appointment as an independent non-executive Director. The letter of appointment is determinable by either party serving on the other not less than three months' written notice. He is subject to retirement at the next following annual general meeting of the Company, at which he will be eligible for re-election, and thereafter subject to retirement by rotation at least once every three years in accordance with the memorandum and articles of association of the Company. Pursuant to the terms of the letter of appointment entered into between the Company and Mr. So, he will be entitled to an annual remuneration of HK$192,000 which is determined by the Board by reference to his experience, duties and responsibilities with the Company, the Company's remuneration policy as well as prevailing market rates and will be subject to review by the Remuneration Committee from time to time.

Save as disclosed above, Mr. So (i) has not held any directorships in any public companies listed in Hong Kong or other major exchanges in the past three years; (ii) did not have or was not deemed to have any interest or short position (within the meaning of Part XV of the SFO) in any shares, underlying shares or debentures of the Company or its associated corporations;