J-Long Group Ltd

APPROVAL OF REVERSE STOCK SPLIT

Overview

The Board of Directors has approved, and is hereby soliciting Members’ approval of a Reverse Stock Split of the Corporation’s authorized and issued ordinary shares at a ratio (the “Reverse Split Ratio Range”) of not less than 1 for 1.5 to not more than 1 for 10, with the exact ratio (the “Reverse Split Ratio”) to be set at a number within this Reverse Split Ratio Range as determined by the Board in its sole discretion, provided that following approval of the Reverse Stock Split by the Members, the Board of Directors may in its sole and absolute discretion elect to either: (i) not effect the Reverse Stock Split; or (ii) effect the Reverse Stock Split so long as the Reverse Stock Split is within the Range specified. The current par value of $0.0000375 of each ordinary share will be adjusted based on the actual Reverse Split Ratio determined by the Board of Directors. The Members’ approval of the Reverse Stock Split will grant the Board of Directors the authority to determine when and whether to implement the Reverse Stock Split and, if so, to select which of the approved exchange ratios within that Range will be implemented. If the Members approve the Reverse Stock Split, the Board will have the authority, but not the obligation, in its sole discretion, and without further action on the part of the Members, to implement and effect the Reverse Stock Split within such Reverse Split Ratio Range.

The Board of Directors believes that Members’ approval of the Reverse Split Ratio Range (rather than a specific ratio) provides the Board of Directors with flexibility to achieve the purposes of the Reverse Stock Split. In connection with any determination to effect the Reverse Stock Split, the Board of Directors will set the time for such a split and select a specific Revere Split Ratio within the Range approved by the Members. These determinations will be made by the Board of Directors with the intention to create the greatest marketability of the Corporation’s ordinary shares based upon prevailing market conditions at that time.

The Board of Directors reserves its right to elect not to proceed with the Reverse Stock Split if it determines, in its sole and absolute discretion, that implementing the Reverse Stock Split is not in the best interests of the Corporation and its Members.

Purpose and Background of the Reverse Stock Split

The Board of Directors has determined that it is imperative and in the best interests of the Corporation and its Members for its ordinary shares to maintain compliance with the minimum bid requirements set forth in the Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Requirements”). The Minimum Bid Requirements require that the Corporation’s ordinary shares must maintain a minimum bid price of $1.00 in order to continue listing on the Nasdaq Global Market. In the event that the bid price of the Corporation’s ordinary shares falls below the Minimum Bid Requirement, Nasdaq would provide written notice to the Corporation that its ordinary shares are subject to delisting from the Nasdaq Global Market.

The Board of Directors has determined that it is in the best interests of the Corporation and its Members to be proactive in order to ensure continuing compliance with the Minimum Bid Requirement by providing the Board of Directors the authority and power to effect a Reverse Stock Split in the event the Board of Directors determines in its sole discretion that implementing such Reverse Stock Split is necessary and appropriate.

Therefore, in order to ensure the Corporation’s continued listing on The Nasdaq Global Market, the Board of Directors deemed it necessary and proper to approve the Reverse Stock Split in the Reverse Split Ratio Range provided that following approval of the Reverse Stock Split by the Members, the Board of Directors may in its sole and absolute discretion elect to either: (i) not effect the Reverse Stock Split; or (ii) effect the Reverse Stock Split so long as the Reverse Stock Split is within the Range specified and when its believes he Reverse Stock Split to be most advantageous and in the best interests of the Corporation.

The purpose for seeking approval of the Reverse Split within the Reverse Split Ratio Range is to: (i) continue to maintain a minimum bid price of $1.00 as required by Nasdaq Listing Rule 5550(a)(2); and (ii) increase the market price of the Corporation’s ordinary shares. The Board of Directors may effect the proposed Reverse Split if it believes that a change in the number of ordinary shares outstanding is likely to achieve the Minimum Bid Price Requirement and improve the market price for the Corporation’s ordinary shares, and only if the implementation of a Reverse Stock Split is determined by the Board of Directors to be in the best interests of the Corporation and its Members as a whole.

Further the Board of Directors further believes that an increased market price for the Corporation’s ordinary shares expected as a result of implementing the Reverse Stock Split would improve the marketability and liquidity of the Corporation’s ordinary shares and encourage interest and trading in the Corporation’s ordinary shares. In addition, the Corporation believes that a number of institutional investors and investment funds are reluctant to invest, and in some cases may be prohibited from investing, in lower-priced stocks and that brokerage firms are reluctant to recommend lower-priced stocks to their clients. By effecting a Reverse Stock Split, the Corporation believes it may be able to raise the market price of its ordinary shares to a level where its ordinary shares could be viewed more favorably by potential investors. Other investors may also be dissuaded from purchasing lower-priced stocks because brokerage commissions, as a percentage of the total transaction, tend to be higher for lower-priced stocks. A higher or stabilized share price after a Reverse Stock Split could alleviate this concern.

There can be no assurance that the Reverse Stock Split, if implemented, will achieve any of the desired results. There also can be no assurance that the price per ordinary share immediately after the Reverse Stock Split, if implemented, will achieve and maintain the Minimum Bid Price Requirement or that any increase will be sustained for any period of time.

Procedures for Exchange of Ordinary Shares

As soon as practicable after the effective date of the Reverse Stock Split, if implemented, the Members will be notified that the Reverse Stock Split has been effected. The Corporation expects that its transfer agent will act as the exchange agent for purposes of implementing the exchange of ordinary shares.

Members holding ordinary shares in certificated form will be sent a letter of transmittal from the exchange agent, on behalf of the Corporation, with instructions on how such Members should surrender to the exchange agent certificates representing pre-split ordinary shares in exchange for post-split ordinary shares in book-entry form. No new ordinary share certificates will be issued to a Member until such Member has surrendered such Member’s outstanding share certificate(s) together with the properly completed and executed letter of transmittal to the exchange agent. Any pre-split ordinary shares submitted for transfer, whether pursuant to a sale or other disposition, or otherwise, will automatically be exchanged for post-split ordinary shares. MEMBERS SHOULD NOT DESTROY ANY SHARE CERTIFICATE(S) AND SHOULD NOT SUBMIT ANY CERTIFICATE(S) UNTIL REQUESTED TO DO SO.

Members holding ordinary shares in book-entry form with the transfer agent need not take any action to receive post-split ordinary shares. If a Member is entitled to post-split ordinary shares, a transaction statement will automatically be sent to the Member’s address of record indicating the number of ordinary shares held following the Reverse Stock Split.

Upon the Reverse Stock Split, the Corporation intends to treat ordinary shares held by Members in “street name” through a bank, broker or other nominee in the same manner as registered Members whose ordinary shares are registered in their names. Banks, brokers or other nominees will be instructed to effect the Reverse Stock Split for their beneficial holders holding ordinary shares in “street name.” However, these banks, brokers or other nominees may have different procedures from those that apply to registered Members for processing the Reverse Stock Split. If a Member holds ordinary shares with a bank, broker or other nominee and has any questions in this regard, Members are encouraged to contact their bank, broker or other nominee.

In the event that a Member beneficially owns shares which are less or equal to the Reverse Split Ratio, such Member shall not receive post-split ordinary shares.

Fractional Shares

No fractional shares will be created or issued in connection with the Reverse Stock Split. For Members of record who otherwise would be entitled to receive fractional shares because they hold a number of pre-split ordinary shares not evenly divisible by the number of pre-split ordinary shares for which each post-split ordinary share is to be exchanged, we will issue to the Member who would otherwise hold a fractional share that number of ordinary shares as rounded down to the nearest whole share.

Required Vote

The Reverse Stock Split will be approved if a simple majority of the votes cast by such Member as, being entitled so to do, vote in person or, in the case of any Member being a corporation, by its duly authorized representative or by proxy vote “FOR” the Reverse Stock Split. Abstentions and broker non-votes will have no effect on the result of the vote.

Recommendation of the Board

The Board unanimously recommends a vote for the approval of a Reverse Stock Split of the ordinary shares at a ratio of not less than 1 for 1.15 to not more than 1 for 10.

PROPOSAL 3