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    586   KYG2116J1085

CHINA CONCH VENTURE HOLDINGS LIMITED

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China Conch Venture : (1) RE-DESIGNATION OF DIRECTOR; (2) APPOINTMENT OF NON-EXECUTIVE DIRECTOR; AND (3) RESIGNATION OF COMPANY SECRETARY

09/27/2021 | 11:12am EST

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)

    1. RE-DESIGNATIONOF DIRECTOR;
  1. APPOINTMENT OF NON-EXECUTIVE DIRECTOR; AND
    1. RESIGNATION OF COMPANY SECRETARY

The Board announces that with effect from 27 September 2021:

  1. Mr. GUO Jingbin has been re-designated from an executive Director to a non- executive Director; and
  2. Mr. SHU Mao has been appointed as a non-executive Director and he has resigned as the Company Secretary.

The board (the ''Board'') of directors (the ''Directors'') of China Conch Venture Holdings Limited (the ''Company'', together with its subsidiaries, the ''Group'') hereby announces the following changes to the composition of the Board:

RE-DESIGNATION OF DIRECTOR

Mr. GUO Jingbin (''Mr. Guo'') has been re-designated from an executive Director to a non- executive Director with effect from 27 September 2021. Pursuant to the Company's articles of association, Mr. Guo will hold office until the next following general meeting of the Company and shall then be eligible for re-election at such general meeting. Mr. Guo will remain as the chairman of the Board.

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

Mr. Guo, aged 63, was appointed as a Director with effect from 24 June 2013. He was an executive Director from July 2014 to September 2021, and was primarily responsible for overall strategic development of the Group. He is currently the chairman of the Board. He has been appointed as the chairman of the Strategy, Sustainability and Risk Management Committee of the Board with effect from 29 March 2021.

- 1 -

Mr. Guo graduated from Shanghai Construction Materials College and joined the predecessor group of Anhui Conch Cement Co. Ltd.* (徽海螺水泥份有限公司) (''Conch Cement'') in 1980. In July 1998, Mr. Guo received a Master of Business Administration degree from the Post-graduate College of the Social Science Institute of China (國社科學). Mr. Guo held various mid to senior managerial positions including head of automatic measurement department, head of personnel department and deputy plant manager of the former Ningguo Cement Plant and the secretary to the board of and deputy general manager of Conch Cement. He has over 30 years' experience in the building materials industry and rich experience in capital markets, particularly specializing in corporate strategic planning, marketing planning and general administrative management. He has been a director and chairman of the board of directors of Anhui Conch Venture Investment Co., Ltd.* (徽海螺業投資有限責任公司) (''CV Investment'') from February 2011 and May 2013 respectively until the end of April 2015. Mr. Guo has been an executive director of Conch Cement from October 1997 to 19 June 2014 and a non- executive director of Conch Cement from 20 June 2014 to 2 June 2016. Mr. Guo has been a director of Anhui Conch Holdings Co. Ltd.* (徽海螺集有限責任公司) (''Conch Holdings'', together with its affiliates, ''Anhui Conch Group'') since January 1997. Mr. Guo is currently also a director of certain subsidiaries of the Company. He is currently an independent non-executive director of China Logistics Property Holdings Co., Ltd (a company listed on the Main Board of The Stock Exchange of Hong Kong Limited (the ''Stock Exchange''), stock code: 01589) and China Tian Yuan Healthcare Group Limited (previously known as City e-Solutions Limited) (a company listed on the Main Board of the Stock Exchange, stock code: 00557).

In light of Mr. Guo's re-designation, Mr. Guo entered into a letter of appointment as a non- executive Director with the Company for a term of 3 years commencing from 27 September 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. Guo will be entitled to a director's fee of RMB1.921 million per annum, which is determined by the Board with reference to Mr. Guo's experience and qualification, his duties and responsibilities in the Group, the remuneration standard in the industry and the prevailing market conditions.

APPOINTMENT OF NON-EXECUTIVE DIRECTOR AND RESIGNATION OF COMPANY SECRETARY

With effect from 27 September 2021, Mr. SHU Mao (''Mr. Shu'') has been appointed as a non-executive Director, and Mr. Shu has resigned as the secretary (''Company Secretary'') of the Company as he would like to devote more time to focus on serving as a non-executive Director. Pursuant to the Company's articles of association, Mr. Shu will hold office 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. Shu are set out below:

Mr. Shu, aged 35, was appointed as the joint Company Secretary on 3 December 2013 and has served as the sole Company Secretary from April 2017 to September 2021. He graduated from Anhui Engineering Science College (工程科) in 2008, majoring in business administration.

- 2 -

Mr. Shu joined Anhui Conch Group in February 2008 and has served as the assistant to manager of the Board of Directors' Office of Anhui Conch Group and the assistant manager of the office of general manager of CV Investment. Mr. Shu has also served as the head of the General Management Department of the Company since August 2013 and the deputy general manager of the Company since December 2020. Mr. Shu is currently also a director of certain subsidiaries of the Company. On 2 March 2021, he became an affiliated person of The Hong Kong Chartered Governance Institute (formerly known as The Hong Kong Institute of Chartered Secretaries).

Mr. Shu entered into a letter of appointment as a non-executive Director with the Company for a term of 3 years commencing from 27 September 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. Shu will be entitled to a director's fee of RMB1.15 million per annum, which is determined by the Board with reference to Mr. Shu's experience and qualification, his duties and responsibilities in the Group, the remuneration standard in the industry and the prevailing market conditions.

As at the date of this announcement, Mr. Guo is interested in 47,680,000 shares of the Company.

It is disclosed in the Company's prospectus dated 9 December 2013 that pursuant to an administrative sanction decision made by China Securities Regulatory Commission (''CSRC'') against (among other parties) Conch Holdings, The Staff Association of Anhui Conch Holdings Company Limited* (徽海螺集有限責任公司委員) (''SA Conch Group'') and Anhui Conch Building Materials Co., Ltd.* (徽海螺份有限公司) (''Conch Building Materials'', a then subsidiary of Conch Holdings), Conch Holdings, SA Conch Group and Conch Building Materials were found to have carried out securities transactions under the accounts of certain third parties who were individual persons from June 1998 to October 2007 (the ''Securities Trading Incident'') and income gained by the said parties arising therefrom were confiscated. During the period from June 1998 to October 2007, Mr. Guo was a director of Conch Holdings and Conch Building Materials. He was not subject to any penalty or sanction imposed by CSRC in connection with the Securities Trading Incident.

As at the date of this announcement, Mr. Shu is interested in 143,000 shares of the Company.

Save as aforesaid, both Mr. Guo and Mr. Shu do not have any interest in and are not deemed to be interested in any shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Save as disclosed above, each of Mr. Guo and Mr. Shu confirms that (i) he does not have any relationship with any directors, senior management, substantial shareholders of the Company or controlling shareholders of the Company (as defined in the Rules Governing the Listing of Securities on the Stock Exchange (the ''Listing Rules'') ); (ii) he has not held any directorship in the last three years in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas or other major appointments and professional qualification; and (iii) he does not hold any other position with any members of the Group.

- 3 -

Both Mr. Guo and Mr. Shu have confirmed that they have no disagreement with the Board. Save as disclosed above, there are no matters relating to the re-designation of Mr. Guo and the resignation of Mr. Shu as Company Secretary that need to be brought to the attention of the shareholders of the Company or the Stock Exchange.

Save as disclosed above, there is no any other information in relation to the re-designation of Mr. Guo and the appointment of Mr. Shu that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matter that needs to be brought to the attention of the shareholders of the Company.

The Company is in the process of identifying a suitable candidate to fill the vacancy of Company Secretary caused by the resignation of Mr. Shu as Company Secretary, and will publish further announcement once such appointment is confirmed.

For and on behalf of the Board

China Conch Venture Holdings Limited

GUO Jingbin

Chairman

Anhui Province, China

27 September 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. CHANG Zhangli and Mr. SHU Mao 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

- 4 -

Disclaimer

China Conch Venture Holdings Ltd. published this content on 27 September 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 27 September 2021 15:11:01 UTC.


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Last Close Price 31,06 CNY
Average target price 36,73 CNY
Spread / Average Target 18,3%
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Jing Bin Guo Chairman
Chi On Chan Independent Non-Executive Director
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