Top Spring International : Announcement - Resignation and Appointment of Independent Non-Executive Director and Change of Composition of Board Committees

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TOP SPRING INTERNATIONAL HOLDINGS LIMITED ഺႆ਷ყණྠϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 03688)

RESIGNATION AND APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

AND

CHANGE OF COMPOSITION OF BOARD COMMITTEES

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Leung has resigned as an independent non-executive Director, the chairman of the Corporate Governance Committee and a member of the Audit Committee with effect from 2 January 2018.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Chan has been appointed as an independent non-executive Director with effect from 2

January 2018.

CHANGE OF COMPOSITION OF BOARD COMMITTEES

Following the resignation of Mr. Leung as mentioned above, Mr. Chan has been appointed as the chairman of the Corporate Governance Committee and a member of the Audit Committee with effect from 2 January 2018.

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board (the "Board") of directors (the "Directors") of Top Spring International Holdings Limited (the "Company") announces that Mr. Leung Kwong Choi (૑ᄿʑ) ("Mr. Leung") has resigned as an independent non-executive Director, the chairman of the corporate governance committee (the "Corporate Governance Committee") and a member of the audit committee (the "Audit Committee") of the Company with effect from 2 January 2018, due to his other working commitments which require more of his dedication.

Mr. Leung has confirmed that he has no disagreement with the Board and there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company or The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

The Board would like to take this opportunity to express its sincere gratitude to Mr. Leung for his valuable contribution to the Company during his tenure of office.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board is pleased to announce that Mr. Chan Yee, Herman (௓ᄃ) ("Mr. Chan") has been appointed as an independent non-executive Director with effect from 2 January 2018.

Set out below is the biography of Mr. Chan.

Mr. Chan, aged 63, is currently a consultant of Y.T. Chan & Co., a firm of solicitors. Mr. Chan has more than 6 years of experience in the legal sector. He was admitted as a solicitor of the High Court in Hong Kong in May 2011. Prior to his legal career, he was a superintendent in the Hong Kong Police Force and had served the public for over 36 years. Mr. Chan obtained his bachelor of laws (LLB) degree from the University of London in 2003 and postgraduate certificate in laws from City University of Hong Kong in 2005. Mr. Chan was a non-executive director of Infinity Financial Group (Holdings) Limited (Stock code: 1152) from July 2013 to June 2017.

Save as disclosed above, Mr. Chan does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other position with the Company and other members of the Group or other major appointments and professional qualifications.

Mr. Chan will enter into a letter of appointment with the Company for a term of three years commencing on 2 January 2018. The letter of appointment may be terminated in accordance with the provisions therein by either party giving to the other party not less than three months' written notice. He is also subject to retirement by rotation and re-election at the general meetings of the Company in accordance with the articles of association of the Company. Mr. Chan is entitled to receive a remuneration of HK$25,300 per month, share options and discretionary bonus as the Board shall determine. His emolument is determined by the Board based on the recommendation of the remuneration committee of the Company taking into account, among other factors, his qualifications and experience, responsibilities undertaken, contribution to the Company and the prevailing market level of remuneration for similar position.

As at the date of this announcement, Mr. Chan did not have any interests in the shares, underlying shares or debentures of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Save as disclosed above, Mr. Chan does not have any relationships with any Directors, senior management or substantial or controlling shareholders (each as defined in the Listing Rules) of the Company.

Save as disclosed above, there is no other information relating to Mr. Chan which is required to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"), nor are there any other matters concerning the appointment of Mr. Chan as an independent non-executive Director that need to be brought to the attention of the shareholders of the Company.

The Board would like to take this opportunity to welcome Mr. Chan as an independent non-executive Director.

CHANGE OF COMPOSITION OF BOARD COMMITTEES

Following the resignation of Mr. Leung as an independent non-executive Director, the chairman of the Corporate Governance Committee and a member of the Audit Committee, Mr. Chan has been appointed as the chairman of the Corporate Governance Committee and a member of the Audit Committee with effect from 2 January 2018.

By Order of the Board

Top Spring International Holdings Limited

Wong Tak Chun

Company Secretary

Hong Kong, 2 January 2018

As at the date of this announcement, the executive Directors are Mr. WONG Chun Hong, Mr. CHEN Feng Yang, Mr. WANG Tian Ye and Mr. YUAN Zhi Wei; the non-executive Directors are Mr. XU Lei and Mr. YIP Hoong Mun; and the independent non-executive Directors are Mr. CHENG Yuk Wo, Professor WU Si Zong and Mr. Chan Yee, Herman.