CHANGE OF NON-EXECUTIVE DIRECTOR AND CHANGES IN THE COMPOSITION OF BOARD COMMITTEES

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 Conch Venture Holdings Limited

中 國 海 螺 創 業 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 586)

CHANGE OF NON-EXECUTIVE DIRECTOR

AND

CHANGES IN THE COMPOSITION OF BOARD COMMITTEES

The Board announces that with effect from 1 November 2021:

1. Mr. CHANG Zhangli has resigned as a non-executive Director, a member of the Remuneration and Nomination Committee and a member of the Strategy, Sustainability and Risk Management Committee; and
2. Mr. YU Kaijun has been appointed as a non-executive Director, a member of the Remuneration and Nomination Committee and a member of the Strategy, Sustainability and Risk Management Committee.

Reference is made to the announcement of China Conch Venture Holdings Limited (the ''Company'', together with its subsidiaries, the ''Group'') dated 18 March 2019 in connection with the entering into of a joint venture agreement between the Company and China National Building Material Company Limited* (中國建材股份有限公司, a company whose H shares are listed on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') (stock code: 3323), ''CNBM'') in relation to the establishment and governance of a joint venture company. Unless otherwise defined herein, capitalized terms used herein shall have the same meanings as defined in the abovementioned announcement.

The board (the ''Board'') of directors (the ''Directors'') of the Company hereby announces the following changes of the Company:

RESIGNATION OF NON-EXECUTIVE DIRECTOR AND MEMBER OF BOARD COMMITTEES

Mr. CHANG Zhangli (''Mr. Chang'') has resigned as a non-executive Director, a member of the Remuneration and Nomination Committee (the ''Remuneration and Nomination Committee'') and a member of the Strategy, Sustainability and Risk Management Committee (the ''Strategy, Sustainability and Risk Management Committee'') of the Board with effect from 1 November 2021 due to work adjustments.

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Mr. Chang has confirmed that he has no disagreement with the Board and there is no other matter relating to his resignation that needs to be brought to the attention of the Stock Exchange and the shareholders of the Company.

The Board would like to take this opportunity to express its gratitude to Mr. Chang for his contributions to the Company during his tenure of office.

APPOINTMENT OF NON-EXECUTIVE DIRECTOR AND MEMBER OF BOARD COMMITTEES

In light of the resignation of Mr. Chang, pursuant to the JV Agreement, China Building Material Holdings Co., Limited (中國建材控股有限公司, ''CBM Holdings'') (a wholly- owned subsidiary of CNBM) has nominated Mr. YU Kaijun (于凱軍) (''Mr. Yu'') as candidate to serve as a non-executive Director. The Board is pleased to announce that Mr. Yu has been appointed as a non-executive Director, a member of the Remuneration and Nomination Committee and a member of the Strategy, Sustainability and Risk Management Committee, with effect from 1 November 2021. Pursuant to the Company's articles of association, Mr. Yu will hold office as a non-executive Director until the next following general meeting of the Company and shall then be eligible for re-election at such general meeting.

The biographical details of Mr. Yu are set out below:

Mr. Yu, aged 58, possesses extensive experience in financial management and corporate governance. Mr. Yu has been the vice president of CNBM since May 2018, the secretary of the board of directors of CNBM since June 2018 and the general counsel of CNBM since March 2021. Mr. Yu has also been the vice chairman of the board of directors of Conch Venture CNBM Hong Kong Holdings Limited since August 2020, a director of CNBM Investment Company Limited* (中建材投資有限公司) since May 2019, a director of CBM Holdings and Anhui Haizhong Environmental Company Limited* (安徽海中環保有限責任公 司) since March 2019, a director of Ningxia Building Materials Group Co., Limited* (寧夏 建材集團股份有限公司, a company whose shares are listed on the Shanghai Stock Exchange (stock code: 600449), ''Ningxia Building Materials'') since April 2018 and a director of China National Building Material Group Finance Co, Ltd.* (中國建材集團財務有限公司) since July 2016. He has been a supervisor of BBMG Corporation* (北京金隅集團股份有限 公司, a company whose H shares are listed on the Stock Exchange (stock code: 2009), ''BBMG Corporation'') since November 2015 and was a director of BBMG Corporation from August 2014 to November 2015. He was a vice president of China National Materials Company Limited* (中國中材股份有限公司, ''Sinoma'') from July 2016 to May 2018, a supervisor of Xinjiang Tianshan Cement Co., Ltd.* (新疆天山水泥股份有限公司, a company whose shares are listed on the Shenzhen Stock Exchange (stock code: 000877)) and Ningxia Building Materials from December 2011 to April 2015, the chief financial officer of Sinoma from July 2010 to May 2018, and the chief financial officer of Sinoma International Engineering Co., Ltd.* (中國中材國際工程股份有限公司, a company whose shares are listed on the Shanghai Stock Exchange (stock code: 600970)) from December 2001 to January 2011. He served in various positions including the chief financial officer and deputy general manager of Shenzhen Languang Science & Technology Co., Ltd.* (深圳 蘭光科技股份有限公司) from November 1990 to October 2001. He worked at the Finance Bureau of Pingliang District of Gansu Province from July 1982 to November 1990.

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Mr. Yu obtained a master degree in accounting from the Hong Kong Polytechnic University in December 2006. He is currently a senior accountant.

Mr. Yu was a director of the following companies incorporated in Hong Kong, which were dissolved with details as follows:

	Principal
	business
	activities prior	Date of
Name of Company	to dissolution	dissolution	Details
Nice Honest	Investment	5 July 2002	Dissolved by deregistration
International Limited	holding		under section 291AA of
欣康國際有限公司			the predecessor
			Companies Ordinance
			(Chapter 32 of the Laws
			of Hong Kong), which
			was repealed by the
			Companies Ordinance
			(Chapter 622 of the Laws
			of Hong Kong) on 3
			March 2014
China National Materials	Investment	20 December	Dissolved by deregistration
(Hongkong) Co., Limited	holding	2019	under section 751 of the
中國中材股份(香港)			Companies Ordinance
有限公司			(Chapter 622 of the Laws
			of Hong Kong)

As confirmed by Mr. Yu, as far as he is aware, the abovementioned companies were solvent immediately before their respective dates of dissolution and the dissolutions of the abovementioned companies have not resulted in any liability or obligation being imposed against him.

Mr. Yu entered into a letter of appointment as a non-executive Director with the Company for a term of 3 years commencing from 1 November 2021 subject to retirement by rotation and re-election at least once every three years at the annual general meeting of the Company in accordance with the provisions of the articles of association of the Company. Pursuant to the letter of appointment, Mr. Yu is not entitled to receive any remuneration from the Company after due consideration with reference to his responsibilities with the Company and the Company's remuneration policies.

Save as disclosed above, as at the date of this announcement, Mr. Yu (i) does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company; (ii) does not 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); (iii) does not hold any other directorships in public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iv) does not hold any other positions with other members of the Group.

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Save as disclosed in this announcement, there are no other matters that need to be brought to the attention of the shareholders of the Company regarding the appointment of Mr. Yu and there is no other information that is required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on the Stock Exchange. The Board would like to take this opportunity to welcome Mr. Yu to join the Board.

For and on behalf of the Board

China Conch Venture Holdings Limited

GUO Jingbin

Chairman

Anhui Province, the People's Republic of China

1 November 2021

As at the date of this announcement, the Board comprises Mr. JI Qinying (Chief Executive Officer), Mr. LI Jian and Mr. LI Daming as executive Directors; Mr. GUO Jingbin (Chairman), Mr. SHU Mao and Mr. YU Kaijun as non-executive Directors; and Mr. CHAN Chi On (alias Derek CHAN), Mr. CHAN Kai Wing and Mr. LAU Chi Wah, Alex as independent non-executive Directors.

• English translation or transliteration of Chinese name for identification purpose only

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