CHANGE OF DIRECTORS AND COMPOSITION OF THE AUDIT COMMITTEE, THE REMUNERATION COMMITTEE AND THE NOMINATION COMMITTEE

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1 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. (Incorporated in Bermuda with limited liability) (Stock Code: 111) CHANGE OF DIRECTORS AND COMPOSITION OF THE AUDIT COMMITTEE, THE REMUNERATION COMMITTEE AND THE NOMINATION COMMITTEE The Board wishes to announce that: (1) Mr. Wang Tongsan has tendered his resignation as an independent non-executive Director, the chairman of the Nomination Committee and a member of the Audit Committee; (2) Mr. Chen Gongmeng has tendered his resignation as an independent non-executive Director and a member of the Audit Committee, the Remuneration Committee and the Nomination Committee; (3) Ms. Zheng Yi has been appointed as a non-executive Director; (4) Mr. Xia Zhidong has been appointed as an independent non-executive Director, the chairman of the Remuneration Committee and a member of the Audit Committee and the Nomination Committee; (5) Dr. Liu Xiaofeng has been appointed as an independent non-executive Director and a member of the Audit Committee and the Nomination Committee; (6) Mr. Hung Muk Ming, an independent non-executive Director, has resigned as the chairman of the Remuneration Committee and remain as a member thereof; and (7) Mr. Zhao Hongwei, an executive Director, has been redesignated as the chairman of the Nomination Committee; all with effect from 28 July RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTORS The board (the Board ) of directors (the Directors and each a Director ) of Cinda International Holdings Limited (the Company together with its subsidiaries, the Group ) wishes to announce that: (1) Mr. Wang Tongsan ( Mr. Wang ) has tendered his resignation as an independent nonexecutive Director, the chairman of the nomination committee of the Board (the Nomination Committee ) and a member of the audit committee of the Board (the Audit 1

2 Committee ) with effect from 28 July 2016 due to relevant regulatory requirements of the People s Republic of China regarding party and political leaders and cadres working parttime in enterprises and his own intent; and (2) Mr. Chen Gongmeng ( Mr. Chen ) has tendered his resignation as an independent nonexecutive Director and a member of the Audit Committee, the remuneration committee of the Board (the Remuneration Committee ) and the Nomination Committee with effect from 28 July 2016 due to his intention to focus on his own company s business. Mr. Wang and Mr. Chen have confirmed that they have no disagreement with the Board and that there are no matters relating to their resignationthatneedtobebroughttotheattention of the shareholders of the Company (the Shareholders ) and The Stock Exchange of Hong Kong Limited (the Stock Exchange ). The Board would like to take this opportunity to express its sincere appreciation to them for their invaluable contributions made to the Group during their tenure. APPOINTMENT OF DIRECTORS The Board wishes to announce that: (1) Ms. Zheng Yi ( 鄭奕 )( Ms. Zheng ) has been appointed as a non-executive Director in addition to the existing Board; (2) Mr. Xia Zhidong ( 夏執東 ) ( Mr. Xia ) has been appointed as an independent nonexecutive Director, the chairman of the Remuneration Committee and a member of the Audit Committee and the Nomination Committee; and (3) Dr. Liu Xiaofeng ( 劉峰 ) ( Dr. Liu ) has been appointed as an independent nonexecutive Director and a member of the Audit Committee and the Nomination Committee; all with effect from 28 July The biographical details of each of Ms. Zheng, Mr. Xia and Dr. Liu are as follows: Ms. Zheng Yi ( 鄭奕 ) Ms. Zheng, aged 37, graduated from Griffith University with a master degree of Banking Finance in She has joined China Cinda Asset Management Co., Ltd. ( China Cinda ), the issued shares of which are listed on the Main Board of the Stock Exchange (stock code: 1359) and the ultimate holding company of the Company, since 2005, and has been appointed as the assistant manager or manager of various departments thereof, and is currently acting as the director of group management department of China Cinda. Save as disclosed above, Ms. Zheng holds no directorships in other public listed companies in the past three years. Ms. Zheng has signed a letter of appointment with the Company for a term of 2 years from the date of her appointment, which is determinable by either the Company or Ms. Zheng by at least three months notice in writing or a shorter period as both parties may agree. In accordance with the bye-laws of the Company (the Bye-laws ), Ms. Zheng will be subject to re-election at the next annual general meeting of the Company after her appointment. Ms. Zheng is not entitled to any director s remuneration pursuant to her letter of appointment. 2

3 As at the date of this announcement and save as disclosed above, Ms. Zheng (i) has not held other positions in the Group; (ii) does not have any relationship with any Director, senior other matter with respect to the appointment of Ms. Zheng that needs to be brought to the attention of the Shareholders and there is no information relating to Ms. Zheng that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on the Stock Exchange (the Listing Rules ). Mr. Xia Zhidong ( 夏執東 ) Mr. Xia, aged 62, worked as deputy director of Chinese Academy of Fiscal Sciences from 1985 to He worked as senior management or director of various well-known financial institution and accounting firms including China Construction Bank, Ernst & Young, Tin Wah CPA Limited ( 天華會計師事務所 ) and Grant Thornton. He is currently the external director of China Qingling Motors (Group) Limited ( 中國慶鈴汽車 ( 集團 ) 公司 ) since 2014, the independent director of China Jingu International Trust Co., Ltd ( 中國金谷國際信託有限責任公司 ) since 2014, and the independent director of Citic-prudential Fund Management Limited ( 信誠基金管理有限公司 ) since He graduated from Tianjin University of Finance and Economics with a Bachelor degree of Finance in 1978 and completed his master degree of Finance of Chinese Academy of Fiscal Sciences in He was a qualified accountant and senior qualified accountant in the People s Republic of China since Mr. Xia has signed a letter of appointment with the Company for a term of 2 years from the date of his apportionment, which is determinable by either the Company or Mr. Xia by at least three months notice in writing or a shorter period as both parties may agree. In accordance with the Bye-laws, Mr. Xia will be subject to re-election at the first general meeting of the Company after his appointment. Pursuant to the terms of his service contract with the Company, Mr. Xia will receive a director s fee of HK$240,000 by 4 equal quarterly installments of HK$60,000 each to be receivable in arrears on the last day of each quarter of the relevant period (or if such day is not a business day, the immediate business day thereafter). The terms of the emolument of Mr. Xia were determined by the Board with reference to the prevailing market rate and his duties and responsibilities in the Group. As at the date of this announcement and save as disclosed above, Mr. Xia (i) has not held other positions in the Group; (ii) does not have any relationship with any Director, senior other matter with respect to the appointment of Mr. Xia that needs to be brought to the attention of the Shareholders and there is no information relating to Mr. Xia that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. 3

4 Dr. Liu Xiaofeng ( 劉峰 ) Dr. Liu, aged 54, has over 23 years of experience in corporate finance and has worked with various international financial institutions since 1993, including NM Rothschild & Sons, NM Rothschild & Sons (Hong Kong) Limited, JP Morgan Chase, DBS Asia Capital Limited, China Resources Capital Holdings Company Limited. He was an independent non-executive director of Haier Electronics Group Company Limited (stock code: 1169) since June 2007 up to June 2014, and is currently an independent non-executive director of Kunlun Energy Company Limited (stock code: 135) since April 2004 and an independent non-executive director of Honghua Group Limited (stock code: 196) since January 2008, the issued shares of all of which are listed on the Stock Exchange. He is also currently an independent director of UBS Securities Co., Ltd. Dr. Liu obtained a Master s degree and a Ph.D. from the Faculty of Economics, University of Cambridge in 1988 and 1994 respectively, a Master of Science degree in Development Studies from the University of Bath, England, in 1987, and a Bachelor of Economics degree from Southwest University of Finance and Economics, China (previously known as Sichuan Institute of Finance and Economics, China) in Dr. Liu has signed a letter of appointment with the Company for a term of 2 years from the date of his appointment, which is determinable by either the Company or Dr. Liu by at least three months notice in writing or a shorter period as both parties may agree. In accordance with the Bye-laws, Dr. Liu will be subject to re-election at the first general meeting of the Company after his appointment. Pursuant to the terms of his service contract with the Company, Dr. Liu will receive a director s fee of HK$240,000 by 4 equal quarterly installments of HK$60,000 each to be receivable in arrears on the last day of each quarter of the relevant period (or if such day is not a business day, the immediate business day thereafter). The terms of the emolument of Dr. Liu were determined by the Board with reference to the prevailing market rate and his duties and responsibilities in the Group. As at the date of this announcement and save as disclosed above, Dr. Liu (i) has not held other positions in the Group; (ii) does not have any relationship with any Director, senior other matter with respect to the appointment of Dr. Liu that needs to be brought to the attention of the Shareholders and there is no information relating to Dr. Liu that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. The Board would like to express its warmest welcome to Ms. Zheng, Mr. Xia and Dr. Liu in joining the Board. CHANGE IN COMPOSITION OF THE AUDIT COMMITTEE, THE REMUNERATION COMMITTEE AND THE NOMINATION COMMITTEE The Audit Committee After the abovementioned resignation and appointment of Directors, the Audit Committee is now composed of three independent non-executive Directors, namely Mr. Hung Muk Ming ( Mr. Hung ) as the chairman, and Mr. Xia and Dr. Liu as members. 4

5 The Remuneration Committee Mr. Hung has resigned as the chairman of the Remuneration Committee with effect from 28 July 2016 and remain as a member thereof. After the abovementioned resignation and appointment of the Directors, the Remuneration Committee is now composed of two independent non-executive Directors, namely Mr. Xia as the chairman and Mr. Hung as a member, and one non-executive Director, namely Mr. Chow Kwok Wai as member. The Nomination Committee After the abovementioned resignation and appointment of the Directors, the Nomination Committee is now composed of one executive Director, namely Mr. Zhao Hongwei who was a member of such Committee and has been redesignated as the chairman thereof with effect from 28 July 2016, and two independent non-executive Directors, namely Mr. Xia and Dr. Liu as members. Hong Kong, 28 July 2016 As at the date hereof, the Board comprises the following Directors: By order of the Board Cinda International Holdings Limited Lau Mun Chung Executive Director Executive Directors: Mr. Zhao Hongwei (Chairman) Mr. Gong Zhijian (Managing Director) Mr. Lau Mun Chung Non-executive Director: Independent Non-executive Directors: Mr. Chow Kwok Wai Ms. Zheng Yi Mr. Hung Muk Ming Mr. Xia Zhidong Dr. Liu Xiaofeng Website: 5