CR Construction : RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND WITHDRAWAL OF ORDINARY RESOLUTION NUMBERED 2(a)(3) AT THE AGM

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CR Construction Group Holdings Limited

華 營 建 築 集 團 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1582)

RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

AND

WITHDRAWAL OF ORDINARY RESOLUTION NUMBERED 2(a)(3)

AT THE AGM

Reference is made to the notice of the annual general meeting to be held on 25 June 2021 (the ''AGM'') dated 14 April 2021 (the ''AGM Notice''), the circular dated 14 April 2021 (the ''Circular'') and the form of proxy for use at the AGM (the ''Proxy Form'') of CR Construction Group Holdings Limited (the ''Company''). Unless otherwise defined herein, capitalized terms used in this announcement shall have the same meaning as those defined in the Circular.

RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

As disclosed in the Circular, Mr. Li Ka Fai David (''Mr. Li''), an independent non- executive Director, will retire by rotation at the AGM and being eligible, will offer himself for re-election.

The Board has been informed by Mr. Li that he will not offer himself for re-election at the AGM, as he would like to devote more time on his personal business commitments, and will retire as an independent non-executive Director at the conclusion of the AGM. Upon Mr. Li's retirement, he will also cease to be the chairman of the audit committee and the remuneration committee, and a member of the nomination committee of the Company.

Mr. Li has confirmed that he is not aware of any matter relating to his retirement that needs to be brought to the attention of the Shareholders. He has also confirmed that he has no disagreement with the Board. The Board would like to express its gratitude to Mr. Li for his invaluable contribution to the Company during his tenure of office and offers its best wishes to him.

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Rule 3.10(1) and Rule 3.10(2) of the Listing Rules respectively requires that the board of directors of a listed issuer must include at least three independent non-executive directors (the ''INED(s)''), and at least one of the INEDs must have appropriate professional qualifications or accounting or related financial management expertise. Rule 3.10A of the Listing Rules requires that the INEDs must represent at least one-third of the board. Rule

3.21 of the Listing Rules provides that the audit committee of a listed issuer must comprise a minimum of three members and at least one of whom is an INED with appropriate professional qualifications or expertise as required under Rule 3.10(2) of the Listing Rules, and that the audit committee must be chaired by an INED. Rule 3.25 of the Listing Rules provides that the remuneration committee of an issuer must be chaired by an INED and comprise a majority of INEDs.

Following the retirement of Mr. Li at the conclusion of the AGM, the Company will not be able to comply with the requirements under Rules 3.10(1), 3.10(2), 3.10A, 3.21 and 3.25 of the Listing Rules as set out above and will endeavour to fulfill the above requirements as soon as practicable during the period of three months after the AGM in accordance with Rules 3.11, 3.23 and 3.27 of the Listing Rules. Further announcement(s) will be made in this regard as and when appropriate in accordance with the requirements of the Listing Rules.

WITHDRAWAL OF ORDINARY RESOLUTION NUMBERED 2(a)(3) AT THE AGM

Accordingly, the ordinary resolution numbered 2(a)(3) in respect of Mr. Li's re-election as an independent non-executive Director as set out in the Circular, the AGM Notice and the Proxy Form is no longer applicable and will not be put forward for consideration and approval by Shareholders at the AGM.

For the Shareholders who have lodged their Proxy Forms, such Proxy Forms are still valid except that no votes will be taken or counted for the ordinary resolution numbered 2(a)(3) at the AGM.

Shareholders are reminded to carefully read the Circular and the AGM Notice for details in respect of other resolutions which will be put forward as scheduled for consideration and approval at the AGM, eligibility for attending the AGM, proxy and other relevant matters.

By order of the Board

CR Construction Group Holdings Limited

Guan Manyu

Chairman

Hong Kong, 14 May 2021

As at the date of this announcement, the Company has five executive directors, namely Mr. Guan Manyu, Mr. Li Kar Yin, Ms. Chu Ping, Mr. Law Ming Kin, Mr. Chan Tak Yiu; one non-executive director, namely Mr. Yang Haojiang; and three independent non-executive directors, namely The Honourable Tse Wai Chun Paul JP, Mr. Li Ka Fai David and Mr. Ho Man Yiu Ivan.

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