Henan Jinma Energy : DEATH OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR AND NON-COMPLIANCE WITH RULES 3.10(1), 3.10A AND 3.25 OF THE LISTING RULES AND CODE PROVISION A.5.1 OF THE CORPORATE GOVERNANCE CODE

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河 南 金 馬 能 源 股 份 有 限 公 司

HENAN JINMA ENERGY COMPANY LIMITED

(A joint stock company incorporated in the People's Republic of China with limited liability)

(Stock Code: 6885)

DEATH OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

AND

NON-COMPLIANCE WITH RULES 3.10(1), 3.10A AND 3.25 OF

THE LISTING RULES AND CODE PROVISION A.5.1 OF

THE CORPORATE GOVERNANCE CODE

Death of an independent non-executive director

The board (the "Board") of directors of Henan Jinma Energy Company Limited (the "Company") announces with deepest sorrow that Mr. Zheng Wenhua ("Mr. Zheng"), an independent non-executive Director of the Company, the chairman of the remuneration committee of the Company (the "Remuneration Committee"), and a member of the nomination committee (the "Nomination Committee") and the strategic development committee of the Company, passed away on 20 August 2020.

Mr. Zheng had extensive experience in the coking industry and was a member of the expert committee of the Chinese Society for Metals, the honorary committee chairman of China Metal Association Coking Chemical Professional Committee, the advisor of the China Coking Industry Association and a member of the editorial committee of《中國冶金》("China Metallurgy"). Mr.

Zheng also published numerous articles relating to coke in various journals, including《鋼鐵》 ("Iron & Steel") and《燃料與化工》("Fuel and Chemical Processes") and was one of the editors of 《現代焦化生產技術手冊》("The Modern Technology of Coking Production Manual").

Mr. Zheng acted as an independent non-executive director of the Company since September 2017. The Board would like to thank the late Mr. Zheng for his invaluable contribution to the Company during his tenure of service and expresses the deepest condolences to his family.

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Non-compliance with Rules 3.10(1), 3.10A and 3.25 of the Listing Rules and Code Provision A.5.1 of the Corporate Governance Code

According to Rules 3.10(1) and 3.10A of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), the Company is required to appoint at least three independent non-executive directors and appoint independent non-executive directors representing at least one-third of the members of the Board. According to Rule 3.25 of the Listing Rules, the Remuneration Committee is required to be chaired by an independent non-executive director and comprising a majority of independent non-executive directors.

Following the death of Mr. Zheng, the composition of the Board comprises three (3) executive directors, three (3) non-executive directors and two (2) independent non-executive directors. The number of independent non-executive directors on the Board is now less than three and also represents less than one-third of the members of the Board as required under Rules 3.10(1) and 3.10A of the Listing Rules.

In addition, following the death of Mr. Zheng, the Company no longer meets the composition requirements for the Remuneration Committee and Nomination Committee as required under Rule

3.25 of the Listing Rules and Code Provision A.5.1 of the Corporate Governance Code as set out in Appendix 14 of the Listing Rules (the "Corporate Governance Code") and the terms of reference of the respective committees.

The Company is endeavouring to identify a suitable candidate to be appointed as an independent non-executive director to meet the above requirements set out in the Listing Rules, the Corporate Governance Code and the terms of reference of the Remuneration Committee and Nomination Committee as soon as practicable. Further announcement(s) will be made as and when appropriate.

By order of the Board

Henan Jinma Energy Company Limited

Yiu Chiu Fai

Chairman

Hong Kong, 24 August 2020

As at the date of this announcement, the executive Directors of the Company are Mr. YIU Chiu Fai, Mr. WANG Mingzhong and Mr. LI Tianxi; the non-executive Directors of the Company are Mr. HU Xiayu, Mr. WANG Kaibao and Ms. YE Ting; and the independent non-executive Directors of the Company are Mr. WU Tak Lung and Mr. MENG Zhihe.

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