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.

CHINA ORIENTAL GROUP COMPANY LIMITED

中 國 東 方 集 團 控 股 有 限 公 司 *

incorporated in Bermuda with limited liability

Stock code581

APPOINTMENT OF EXECUTIVE DIRECTOR

AND

NON-COMPLIANCE WITH RULE 3.10A OF THE LISTING RULES

The board of directors (the "Board") of China Oriental Group Company Limited (the "Company") hereby announces that Mr. Sanjay Sharma ("Mr. Sharma") has been appointed as an Executive Director of the Company with effect from 30 September 2019.

The details of Mr. Sharma as required under the Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") are set out below:

Mr. Sharma, aged 47, is the Vice President of ArcelorMittal and serves ArcelorMittal as chief executive officer for China and India. Mr. Sharma joined ArcelorMittal in 2001 and was part of the first team on the ground to build ArcelorMittal's China operations from its early stages. Mr. Sharma served in multiple leadership roles in the China joint ventures of ArcelorMittal, including the chief executive officer for Valin ArcelorMittal Automotive Steel Co., Ltd. from March 2013 to September 2015, the chief operation officer at Hunan Valin Iron and Steel Company Limited (listed on Shenzhen Stock Exchange with stock code 000932, "Valin Steel") from October 2011 to September 2016 and a director of Valin Steel from December 2014 to September 2016. Prior to his roles in Valin Steel, he was the General Manager of Mergers and Acquisitions in the ArcelorMittal Corporate team. Mr. Sharma has worked earlier with McKinsey & Company and Steel Authority of India Limited (SAIL). Mr. Sharma holds an MBA from INSEAD in France and a B. Tech. (Honours), Metallurgical Engineering from the Indian Institute of Technology Roorkee. He is an alumnus of Harvard Business School's Advance Management Programme.

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Mr. Sharma has entered into a service contract with the Company for a term of three years commencing from 30 September 2019 until the next annual general meeting of the Company, and subject to retirement by rotation and re-election in the said annual general meeting in accordance with the provisions as set out in the Company's articles of association. The service contract may be terminated by either party by giving not less than three months' notice in writing. Mr. Sharma will be entitled to HK$400,000 as emoluments per annum for acting as the Executive Director of the Company, which was agreed upon mutual agreement with reference to the range of prevailing directors' fee for the directors of the Company and other listed companies in Hong Kong. The terms of appointment were approved by the Nomination Committee, the Remuneration Committee of the Company and the Board.

Save as disclosed above, as at the date of this announcement, (i) Mr. Sharma does not have any interests in the shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (ii) Mr. Sharma does not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders (as defined in the Listing Rules) of the Company; (iii) Mr. Sharma does not hold any other positions in the Company or any of its subsidiaries; and

  1. Mr. Sharma does not hold any other directorships in public listed companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three preceding the date of this announcement.

As confirmed by Mr. Sharma and as far as the Board is aware, save as disclosed above, there are no any other matters which are required to be brought to the attention of the shareholders of the Company, or to be disclosed pursuant to the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules relating to the appointment of Mr. Sharma as an Executive Director.

The Board would like to extend its welcome to Mr. Sharma in joining the Board.

NON-COMPLIANCE WITH MINIMUM NUMBER OF INDEPENDENT NON-EXECUTIVE DIRECTORS

According to rule 3.10A of the Listing Rules, independent non-executive directors of a listed issuer must represent at least one-third of its board of directors. Upon the appointment of Mr. Sharma as an Executive Director of the Company, the Board comprises ten members with six executive directors, one non-executive director and three independent non-executive directors. As a result, the number of independent non-executive directors of the Company falls below one-third of the Board as required under rule 3.10A of the Listing Rules. The Company is endeavouring to identify suitable candidate to fill the vacancy as soon as practicable, with the relevant appointment(s) to be made within three months from the effective date of Mr. Sharma's appointment as required under Rule 3.11 of the Listing Rules. The Company will make further announcement as and when appropriate.

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By order of the Board

China Oriental Group Company Limited

HAN Jingyuan

Chairman and Chief Executive Officer

Hong Kong, 30 September 2019

As at the date of this announcement, the Board of Directors of the Company comprises Mr. HAN Jingyuan, Mr. ZHU Jun, Mr. SHEN Xiaoling, Mr. ZHU Hao, Mr. HAN Li and Mr. Sanjay SHARMA being the Executive Directors, Mr. Ondra OTRADOVEC being the Non-executive Director and Mr. WONG Man Chung, Francis, Mr. WANG Tianyi and Mr. WANG Bing being the Independent Non-executive Directors.

This announcement is published on the websites of the Company (www.chinaorientalgroup.com) and The Stock Exchange of Hong Kong Limited (www.hkexnews.hk).

*For identification purposes only

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China Oriental Group Co. Ltd. published this content on 30 September 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 30 September 2019 08:42:05 UTC