Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the ''Stock Exchange'') 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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 01219)

(1) REMOVAL OF CHAIRMAN, EXECUTIVE DIRECTOR

AND CHIEF EXECUTIVE OFFICER;

(2) APPOINTMENT OF CHAIRMAN AND

CHANGE OF MEMBER OF THE REMUNERATION COMMITTEE AND

CHAIRMAN OF THE NOMINATION COMMITTEE;

(3) RE-DESIGNATION OF DIRECTOR AND APPOINTMENT

OF CHIEF EXECUTIVE OFFICER; AND

(4) APPOINTMENT OF EXECUTIVE DIRECTOR

AND CHIEF OPERATING OFFICER

This announcement is made pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities of the Stock Exchange (the ''Listing Rules'').

(1) REMOVAL OF CHAIRMAN, EXECUTIVE DIRECTOR AND CHIEF EXECUTIVE OFFICER

The board (the ''Board'') of directors (the ''Director(s)'') of Tenwow International Holdings Limited (the ''Company'') has resolved on 28 June 2018 to serve a notice on Mr. Lin Jianhua (''Mr. Lin'') to remove him as the chairman of the Board, an executive Director and the chief executive officer of the Company with immediate effect pursuant to article 105(h) of the Company's articles of association which provides that a director shall vacate his office if he is removed from the office by notice in writing served on him signed by not less than three quarters in number (or if that is not a round number, the nearest lower round number) of the Directors (including himself) then in office. Reference is made to the announcement of the Company dated 10 May 2018 in relation to, amongst other things, Mr. Lin's absence from work. Accordingly, the Company has considered that Mr. Lin is unable to exercise his fiduciary duties as a Director. As a result of the removal of Mr. Lin as chairman of the Board, an executive Director and the chief executive officer of the Company, Mr. Lin will also cease to be a member of the remuneration committee of the Company and the chairman of the nomination committee of the Company. The Board considers that the removal of Mr. Lin from his directorship and office of chief executive officer with the Company will not have any adverse effects on the operations of the Company and its subsidiaries.

The Board has confirmed that apart from the foregoing, it is not aware of any matter in relation to the removal of Mr. Lin from his directorship that needs to be brought to the attention of the shareholders of the Company.

The Board would like to express its sincere gratitude and appreciation to Mr. Lin for his invaluable contributions to the Company.

  • (2) APPOINTMENT OF CHAIRMAN AND CHANGE OF MEMBER OF THE REMUNERATION COMMITTEE AND CHAIRMAN OF THE NOMINATION COMMITTEE

    The Board is pleased to announce that Mr. Lin Qi, an existing executive Director, has been appointed as the chairman of the Board and a member of the remuneration committee of the Company and the chairman of the nomination committee of the Company in replacement of Mr. Lin with effect from 28 June 2018.

    The Board would like to welcome Mr. Lin for serving his new position in the Company.

  • (3) RE-DESIGNATION OF DIRECTOR AND APPOINTMENT OF CHIEF EXECUTIVE OFFICER

    The Board is delighted to announce that Mr. Yan Zhixiong (''Mr. Yan''), an existing non-executive Director has been re-designated as an executive Director and appointed as the chief executive officer of the Company with effect from 28 June 2018.

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

    Mr. Yan Zhixiong, aged 46, was appointed as a non-executive Director on 22 March 2017. Mr. Yan is currently the managing director of China Momentum Fund, a fund managed by an affiliate of Fosun International Limited. Mr. Yan graduated from the Darden Graduate School of Business at University of Virginia with a master of business administration (''MBA'') in 2006. He also obtained a master's degree in accounting from Lubin School of Business at Pace University in 2003, and a bachelor's degree in economics from the Shanghai University of Finance and Economics in 1994. From 1994 to 1999, Mr. Yan was responsible for the sales and marketing of personal and skin care products at Unilever (China) Co., Ltd.. Later, between 1999 and 2001, he was in charge of the China's business development for Seagram Company Ltd.. Subsequent to his MBA graduation, Mr. Yan worked in the consumer investment banking department of Bear Stearns in New York as a vice president from 2005 to 2008. He then worked at Macquarie Group Limited, Yuanta Financial Holdings and Standard Chartered Bank in Hong Kong from 2008 to 2015 and was responsible for the Greater China consumer investments. He is also a chartered financial analyst of the Chartered Financial Analyst Institute.

    Pursuant to the service contract entered into between the Company and Mr. Yan, the initial term of office of Mr. Yan is three years commencing from 28 June 2018. Mr. Yan will hold the office until the first general meeting of the Company after his appointment and is subject to retirement and re-election at such meeting in accordance with the articles of association of the Company. Mr. Yan is entitled to receive by way of director's fee for his services as an executive Director and the chief executive officer

of the Company, which is currently fixed at HK$3 million per annum. The fee has been recommended by the remuneration committee of the Company and approved by the Board with reference to Mr. Yan's qualifications, experience and responsibilities with the Company as well as the prevailing market conditions.

In view of the current situation of the Company, Mr. Yan has entered into a deed of undertaking with the Company on 28 June 2018 pursuant to which, amongst other things, Mr. Yan undertakes that he would not receive any remuneration he is entitled from the date of entering into the said service contract up to 31 December 2018 under the said service contract.

As at the date of this announcement, Mr. Yan is the beneficial owner of 2,810,000 shares of the Company (the ''Shares''), which represent approximately 0.127% of the total issued Shares.

Save as disclosed above, Mr. Yan (i) does not have any other interests in the Shares or underlying Shares within the meaning of Part XV of the Securities and Futures Ordinance (the ''SFO''); (ii) has not held any other positions in the Company or other members of the Group; (iii) has not been a director of any public company (the securities of which are listed on any securities market in Hong Kong or overseas) in the past three years; (iv) does not have any other major appointments or professional qualifications; (v) does not have any relationships with any Directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company; (vi) has no other information that needs to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules; and (vii) has no other matters that need to be brought to the attention of the shareholders of the Company.

The Board would like to welcome Mr. Yan for serving his new position in the Company.

(4) APPOINTMENT OF EXECUTIVE DIRECTOR AND CHIEF OPERATING OFFICER

The Board is pleased to announce that Mr. Xu Jianxin (''Mr. Xu'') has been appointed as an executive Director and the chief operating officer of the Company with effect from 28 June 2018.

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

Mr. Xu Jianxin, aged 45, was previously the vice general manager, the general manager of the marketing management support systems division, the general supervisor of the sales strategy center and information research center and the general manager of the East China markets division of the JDB Group from July 1998 to March 2018. Prior to that, Mr. Xu was the manager of the South China sales office of Ting Yuan Company Limited under the Ting Hsin International Group. He has extensive experience in corporate sales and operations. Mr. Xu graduated from Jiangxi Institute of Education (currently known as Nanchang Normal University) with a diploma in Business English Specialty in June 1995.

Pursuant to the service contract entered into between the Company and Mr. Xu, the initial term of office of Mr. Xu is three years commencing from 28 June 2018. Mr. Xu will hold the office until the first general meeting of the Company after his appointment and is subject to retirement and re-election at such meeting in accordance with the articles of association of the Company. Mr. Xu is entitled to receive by way of director's fee for his services as an executive director and the chief operating officer of the Company, which is currently fixed at RMB1.2 million per annum. The fee is recommended by the remuneration committee of the Company and approved by the Board with reference to Mr. Xu's qualifications, experience and responsibilities with the Company as well as the prevailing market conditions.

Save as disclosed above, Mr. Xu (i) does not have any other interests in the Shares or underlying Shares within the meaning of Part XV of the SFO; (ii) has not held any other positions in the Company or other members of the Group; (iii) has not been a director of any public company (the securities of which are listed on any securities market in Hong Kong or overseas) in the past three years; (iv) does not have any other major appointments or professional qualifications; (v) does not have any relationships with any Directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company; (vi) has no other information that needs to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules; and (vii) has no other matters that need to be brought to the attention of the shareholders of the Company.

The Board would like to welcome Mr. Xu for joining the Company.

By Order of the Board

Tenwow International Holdings Limited

Lin Qi

Chairman

Hong Kong, 29 June 2018

As at the date of this announcement, the executive Directors are Mr. Lin Qi, Mr. Yan Zhixiong, Mr. Yeung Yue Ming, Ms. Au Lai Hang and Mr. Xu Jianxin; the non-executive Director is Mr. Liu Zhao; and the independent non-executive Directors are Mr. Liu Chang-Tzong, Mr. Cheung Yui Kai Warren and Mr. Wang Longgen.

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Tenwow International Holdings Ltd. published this content on 29 June 2018 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 29 June 2018 08:28:01 UTC