Huazhang Technology : Announcements and Notices - (1) Resignation of Director; and (2) Appointment of ...

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Huazhang Technology Holding Limited 華章科技控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1673)

(1) RESIGNATION OF DIRECTOR; AND

(2) APPOINTMENT OF DIRECTORS

• (1) RESIGNATION OF DIRECTOR

  The board of directors (the "Board") of Huazhang Technology Holding Limited (the "Company") announces that Ms. Chen Jin Mei ("Ms. Chen") has resigned as an independent non-executive director, chairlady of the remuneration committee (the "Remuneration Committee"), member of the audit committee (the "Audit Committee") and the member of nomination committee (the "Nomination Committee") of the Company with effect from 2 January 2019 due to her other work commitments with require more of her dedication and time.

  Ms. Chen has confirmed that she has no disagreement with the Board and there is no other matter which needs to be brought to the attention of the shareholders of the Company in relation to her resignation.

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

• (2) APPOINTMENT OF DIRECTORS

  The Board is pleased to announce that with effect from 2 January 2019, (i) Mr. Liu Chuan Jiang ("Mr. Liu") has been appointed as an executive director of the Company; and (ii) Mr. Heng, Keith Kai Neng ("Mr. Heng") has been appointed as an independent non-executive director of the Company, chairman of the Remuneration Committee, member of the Audit Committee and member of the Nomination Committee.

The biographical details of Mr. Liu and and Mr. Heng is as follows:

Mr. Liu Chuan Jiang

Mr. Liu Chuan Jiang (aged 55) is the deputy general manager and quality assurance director of Zhejiang Huazhang Technology Limited ("Zhejiang Huazhang") , the operating subsidiary of the Company. Mr. Liu has over 25 years of experience in the mechanical and engineering industry. He joined our Group in 2001 and is currently the deputy general manager and quality assurance director of Zhejiang Huazhang and was also previously the technical director of Zhejiang Huazhang. Mr. Liu obtained a bachelor's degree in electrical engineering and computer science from the Southwest Jiaotong University (西南交通大學電氣工程及計算機科學學士) in August 1984 and a master's degree in electrical engineering from the Shanghai Railway Institute (上海鐵道學院電氣工程系碩士學位) in October 1989. Mr Liu obtained his professional qualification as an engineer from the Department of Light Industry (中華人民共和國輕工業部) of the People's Republic of China in July 1991.

As at the date of this announcement, the controlling shareholder of the Company, Florescent Holdings Limited ("Florescent"), is owned as to 77.9% by Lian Shun Limited, which in turn is owned as to 17.95% by Mr. Liu. As a result, Mr. Liu is regarded as one of the parties acting in concert with Mr. Zhu Gen Rong, Mr. Wang Ai Yan and Ms. Zhu Ling Yun and is therefore deemed to be interested in the 57.11% issued share capital (that is 412,732,000 shares) of the Company held by Florescent and is one of our indirect controlling shareholders. Save as disclosed above, Mr. Liu does not have, and is not deemed to have, any interests and short positions in the shares, underlying shares or debentures of the Company and its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance, Chapter 571 of the Law of Hong Kong.

Mr. Liu has entered into a service contract with the Company pursuant to which Mr. Liu is appointed as an executive director of the Company for a specific term of three years and will be subject to retirement and re-election at general meeting of the Company in accordance with the articles of association of the Company. Mr. Liu is entitled to a total remuneration of RMB600,000 (equivalent to approximately HK$690,000) per annum for his appointment as an executive director of the Company and his employment as the executive director. In addition, performance based bonus(es) (in addition to any discretionary bonus) may be payable to Mr. Liu from time to time as determined or to be determined by the Board in recognition of his contribution to the Company. The remuneration was determined by the Board based on the recommendation of the Remuneration Committee of the Company with reference to Mr. Liu's experience, duties, responsibilities and the prevailing market conditions as well as the remuneration package offered to the other executive directors of the Company.

Mr. Heng, Keith Kai Neng

Mr Heng, Keith Kai Neng (aged 39) obtained his bachelor of arts degree in accounting and finance degree from The University of Manchester in 2001, and a master of corporate governance from The Hong Kong Polytechnic University in 2018. Mr. Heng is a fellow and a member of the Association of Chartered Certified Accountants, member of the Hong Kong Institute of Certified Public Accountants, associate of The Hong Kong Institute of Chartered Secretaries and associate of The Institute of Chartered Secretaries and Administrators. Mr. Heng is currently a director of a secretarial firm. He has extensive experience in corporate governance, auditing and accounting in Hong Kong.

Mr. Heng has entered into a service contract with the Company pursuant to which Mr. Heng has been appointed as an independent non-executive director of the Company for a specific term of three years and will be subject to retirement and re-election at general meeting of the Company in accordance with the articles of association of the Company. Mr. Heng is entitled to a total remuneration of HK$120,000 per annum for his appointment as an independent non-executive director of the Company. In addition, performance based bonus(es) (in addition to any discretionary bonus) may be payable to Mr. Heng from time to time as determined or to be determined by the Board in recognition of his contribution to the Company. The remuneration was determined by the Board based on the recommendation of the Remuneration Committee of the Company with reference to Mr. Heng's experience, duties, responsibilities and the prevailing market conditions as well as the remuneration package offered to the other independent non-executive directors of the Company.

As at date of this announcement, Mr. Heng has not previously held and is not holding any position with the Company and/or its subsidiaries and does not have any relationship with any director, senior management, substantial shareholder or controlling shareholder of the Company nor does he have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Mr. Liu and Mr. Heng do not hold, and have not held in the last three years, any directorships in other listed public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Save as disclosed above, there are no other matters relating to the appointment of Mr. Liu and Mr. Heng that need to be bought to the attention of the shareholders of the Company or any other information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Rules Governing the Listing of Securities on the Main Board of The Stock Exchange of Hong Kong Limited.

The Board would like to take this opportunity to welcome Mr. Liu and Mr. Heng for joining the Board.

On behalf of the Board

Huazhang Technology Holding Limited

Zhu Gen Rong

Chairman

Hong Kong, 2 January 2019

As at the date of this announcement, the executive Directors are Mr. Zhu Gen Rong, Mr. Wang Ai Yan, Mr. Liu Chuan Jiang, Mr. Jin Hao and Mr. Zhong Xin Gang, and the independent non-executive Directors are Mr. Dai Tian Zhu, Mr. Kong Chi Mo and Mr Heng, Keith Kai Neng.