CNQC International : Resignation of Directores and Change of Composition of Committees and Change of Composition of Committees and Change of Authorized Representative and List of Dirctors and Their Roles and Functions

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CNQC INTERNATIONAL HOLDINGS LIMITED 青 建 國 際 控 股 有 限 公 司

(incorporated in the Cayman Islands with limited liability)

(Stock code: 1240)

RESIGNATION OF DIRECTORS

AND CHANGE OF COMPOSITION OF COMMITTEES AND CHANGE OF AUTHORIZED REPRESENTATIVE

AND LIST OF DIRECTORS AND THEIR ROLES AND FUNCTIONS

For the purpose of streamlining the board structure for optimising the operation of its businesses whilst having sufficient diversity in the board to discharge its functions effectively, CNQC International Holdings Limited (the ''Company'', together with its subsidiaries, the ''Group'') announces the following changes in the composition of the board of directors of the Company (the ''Board'') and its committees, all with effect from 11 January 2019:

• (1) Mr. Ho Chi Ling has tendered his resignation as an executive director, a member of the Strategy and Investment Committee and the authorized representative of the Company under Rule 3.05 of the Rules (the ''Listing Rules'') Governing the Listing of Securities of The Stock Exchange of Hong Kong Limited, but will remain as a senior management of the Group;

• (2) Mr. Wang Linxuan has tendered his resignation as an executive director and a member of the Strategy and Investment Committee but will remain as a senior management of the Group;

• (3) Dr. Sun Huiye has tendered his resignation as a non-executive director and a member of the Nomination Committee and of the Strategy and Investment Committee;

• (4) Mr. Wang Xianmao has tendered his resignation as a non-executive director and a member of the Audit Committee and of the Strategy and Investment Committee;

• (5) Mr. Chuck Winston Calptor has tendered his resignation as an independent non-executive director and the chairman of the Remuneration Committee and a member of the Audit Committee;

• (6) Mr. Ching Kwok Hoo, Pedro is appointed as the chairman of the Remuneration Committee;

• (7) Mr. Tam Tak Kei, Raymond is appointed as a member of the Remuneration Committee;

• (8) Mr. Chen Anhua is appointed as a member of the Strategy and Investment Committee; and

• (9) Mr. Cheng Wing On, Michael is appointed as the authorized representative of the Company under Rule 3.05 of the Listing Rules.

For the purpose of streamlining the board structure for optimising the operation of its businesses whilst having sufficient diversity in the board to discharge its functions effectively, after consultation with the directors of the Company (the ''Directors''), the Board announces the following changes in the composition of the Board and its committees, all with effect from 11 January 2019:

CHANGES TO THE COMPOSITION OF THE BOARD AND ITS COMMITTEES AND AUTHORIZED REPRESENTATIVE

• (1) Mr. Ho Chi Ling has tendered his resignation as an Executive Director, a member of the Strategy and Investment Committee and the authorized representative of the Company under Rule 3.05 of the Listing Rules, but will remain as a director of certain subsidiaries of the Company and a senior management of the Group overseeing the foundation business in Hong Kong;

• (2) Mr. Wang Linxuan has tendered his resignation as an executive Director and a member of the Strategy and Investment Committee but will remain as a director of certain subsidiaries of the Company and a senior management of the Group overseeing the construction and real estate development business in Singapore;

• (3) Dr. Sun Huiye has tendered his resignation as a non-executive Director and a member of the Nomination Committee and of the Strategy and Investment Committee;

• (4) Mr. Wang Xianmao has tendered his resignation as a non-executive Director and a member of the Audit Committee and of the Strategy and Investment Committee;

• (5) Mr. Chuck Winston Calptor has tendered his resignation as an independent non-executive Director and the chairman of the Remuneration Committee and a member of the Audit Committee;

• (6) Mr. Ching Kwok Hoo, Pedro is appointed as the chairman of the Remuneration Committee;

• (7) Mr. Tam Tak Kei, Raymond is appointed as a member of the Remuneration Committee;

• (8) Mr. Chen Anhua is appointed as a member of the Strategy and Investment Committee; and

• (9) Mr. Cheng Wing On, Michael is appointed as the authorized representative of the Company under Rule 3.05 of the Listing Rules.

Each of Mr. Ho Chi Ling, Mr. Wang Linxuan, Dr. Sun Huiye, Mr. Wang Xianmao and Mr.

Chuck Winston Calptor has confirmed that he has no disagreement with the Board and is not aware of other matters that need to be brought to the attention of the shareholders of the Company in connection with his resignation.

The Board would like to take this opportunity to express its gratitude to Mr. Ho Chi Ling, Mr. Wang Linxuan, Dr. Sun Huiye, Mr. Wang Xianmao and Mr. Chuck Winston Calptor for their valuable contributions to the Company during their tenure of service.

LIST OF DIRECTORS AND THEIR ROLES AND FUNCTIONS

With effect from 11 January 2019, the members of the Board and the membership of the four Board committees of the Company are as follows:

Chairman and Executive Director

Mr. Cheng Wing On, Michael

Executive Director and Chief Executive Officer Mr. Wang Congyuan

Executive Director Mr. Zhang Yuqiang

Non-Executive Director Mr. Chen Anhua

Independent Non-Executive Directors Mr. Ching Kwok Hoo, Pedro

Mr. Tam Tak Kei, Raymond Mr. Chan Kok Chung, Johnny

There are four Board committees. The table below provides membership information of these committees on which each Board member serves.

Directors

Board Committees

Mr. Cheng Wing On, Michael Mr. Wang Congyuan

Chairman

Chairman

Mr. Zhang Yuqiang

Member MemberMember Member

Mr. Chen Anhua

Member

Mr. Ching Kwok Hoo, Pedro

MemberMemberChairman

Mr. Tam Tak Kei, Raymond Mr. Chan Kok Chung, Johnny

Chairman Member

Member Member

Member MemberMember

By Order of the Board

CNQC International Holdings Limited

Cheng Wing On Michael

Chairman

Hong Kong, 11 January 2019

As at the date of this announcement, the Board comprises (i) three executive Directors, namely Mr. Cheng Wing On, Michael (Chairman), Mr. Wang Congyuan, Mr. Zhang Yuqiang; (ii) one non-executive Director, namely Mr. Chen Anhua; and (iii) three independent non-executive Directors, namely Mr. Ching Kwok Hoo, Pedro, Mr. Tam Tak

Kei, Raymond and Mr. Chan Kok Chung, Johnny.