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ZHUGUANG HOLDINGS GROUP COMPANY LIMITED

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(incorporated in Bermuda with limited liability)

(Stock Code: 1176) RESIGNATION OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHANGE OF COMPOSITION OF THE NOMINATION COMMITTEE, AUDIT COMMITTEE AND REMUNERATION COMMITTEE

The board ("Board") of directors ("Directors", each, a "Director") of Zhuguang Holdings Group Company Limited ("Company") announces that with effect from 18 May 2015, Mr. Law Shu Sang Joseph ("Mr. Law") resigned as an independent non-executive Director ("INED"), the chairman of the nomination committee of the Board ("Nomination Committee"), a member of the audit committee of the Board ("Audit Committee") and the remuneration committee of the Board ("Remuneration Committee") due to his other business commitments which require more of his time.
Mr. Law has confirmed that he has no disagreement with the Board and there are no matters in relation to his resignation which should be brought to the attention of the shareholders of the Company ("Shareholders"). The Board is also not aware of any such matters in relation to the resignation of Mr. Law that need to be brought to the attention of the Shareholders.
The Board noted that as a result of the resignation of Mr. Law, the numbers of INEDs and the members of the Audit Committee have fallen below the minimum number as required under Rules 3.10(1) and 3.21 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited ("Listing Rules") respectively. The resignation of Mr. Law constitutes non-compliance of Rule 3.10(1) and Rule 3.21 of the Listing Rules by the Company.
The Board also announces that with effect from 18 May 2015:
(a) Mr. Wong Chi Keung has been appointed as the chairman of the Nomination Committee; and
(b) Mr. Leung Wo Ping JP has been appointed as a member of the Remuneration Committee.

* For identification purpose only

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The Board shall use its best endeavour to look for a suitable candidate to fill up the vacancies for INED and the member of the Audit Committee as soon as practicable and within three months from the date of this announcement as required under Rules 3.11 and 3.23 of the Listing Rules. The Company will make further announcement(s) as and when appropriate.
The Board would like to take this opportunity to thank Mr. Law for his contributions to the Company during
his tenure of office.
On behalf of the Board

Zhuguang Holdings Group Company Limited Chu Hing Tsung

Chairman

Hong Kong, 18 May 2015

As at the date of this announcement, the Board comprises Mr. Chu Hing Tsung (alias Mr. Zhu Qing Yi) (Chairman and Chief Executive Officer), Mr. Chu Muk Chi (alias Mr. Zhu La Yi), Mr. Liao Tengjia and Mr. Huang Jiajue as Executive Directors and Mr. Leung Wo Ping JP and Mr. Wong Chi Keung as Independent Non-executive Directors.

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