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. CHANGE OF DIRECTORS, RE-DESIGNATION OF DIRECTOR, CHANGES OF CHAIRMAN OF THE BOARD, CHAIRMAN OF THE NOMINATION COMMITTEE AND GENERAL MANAGER The Board announces the following changes to the Board to take effect from 24 July 2012: (1) Mr. Liang Jiang will be re-designated from an Executive Director to a Non-Executive Director and cease to act as the Chairman of the Board and the Chairman of the Nomination Committee; (2) Mr. Tan Yunbiao will be appointed as the Chairman of the Board and the Chairman of the Nomination Committee, and cease to act as the General Manager; (3) Mr. Luo Jianhua will be appointed as an Executive Director and the General Manager; and (4) Mr. Huang Xiaofeng will resign as a Non-Executive Director. The board of directors (the Board ) of Guangnan (Holdings) Limited (the Company ) announces that: (1) Mr. Liang Jiang, due to his intention to devote more time for his duties and responsibilities in Guangdong Holdings Limited ( Guangdong Holdings ) and GDH Limited ( GDH ), will be re-designated from an Executive Director to a Non-Executive Director and cease to act as the Chairman of the Board and the Chairman of the Nomination Committee with effect from 24 July 2012; (2) Mr. Tan Yunbiao will be appointed as the Chairman of the Board and the Chairman of the Nomination Committee, and cease to act as the General Manager with effect from 24 July 2012; 1
(3) Mr. Luo Jianhua will be appointed as an Executive Director and the General Manager with effect from 24 July 2012; and (4) Mr. Huang Xiaofeng, due to his intention to devote more time for his duties and responsibilities in Guangdong Holdings and GDH, will resign as a Non-Executive Director with effect from 24 July 2012. Mr. Liang Jiang confirmed that he is not aware of any matter relating to his re-designation and ceasing to act as the Chairman of the Board and the Chairman of the Nomination Committee that needs to be brought to the attention of the shareholders of the Company. Mr. Huang Xiaofeng also confirmed that he has no disagreement with the Board and there is no matter in respect of his resignation that needs to be brought to the attention of the shareholders of the Company. Particulars of Directors Pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules ), the followings are the personal particulars of Mr. Liang Jiang, Mr. Tan Yunbiao and Mr. Luo Jianhua: Mr. LIANG Jiang, aged 59, was appointed an Executive Director and the Chairman of the Company in January 2002. He will be re-designated as a Non-Executive Director and cease to act as the Chairman of the Board and the Chairman of the Nomination Committee with effect from 24 July 2012. He is also an executive director of GDH. In February 2009, Mr. Liang was appointed as the deputy general manager of Guangdong Holdings. GDH and Guangdong Holdings are the immediate holding company and the ultimate holding company of the Company respectively. Mr. Liang graduated from South China Normal University, the PRC. He holds a Master s degree in Business Administration. He worked in the municipal governments of Zhanjiang and Foshan in Guangdong Province, the PRC and acted as the Administrative Head of Gaoming County, Secretary of Gaoming County Party Committee and Secretary of Gaoming Municipal Party Committee in Guangdong Province. During the period from October 1997 to March 2000, Mr. Liang acted as the chairman of Guangdong Real Estate (Holdings) Limited. Prior to joining the Company, he was the chairman of Guangdong Assets Management Limited ( GAM ) and the chairman of Guangdong Alliance Limited ( GAL ). GAM and GAL are subsidiaries of GDH. Mr. Liang ceased to be the chairman and director of two subsidiaries of the Company, Zhongshan Zhongyue Tinplate Industrial Co., Ltd. ( Zhongyue Tinplate ) and Zhongyue Posco (Qinhuangdao) Tinplate Industrial Co., Ltd. ( Zhongyue Posco ) from July 2011. Mr. Liang was appointed the executive director of Kingway Brewery Holdings Limited, a fellow subsidiary of the Company, in March 2012. 2
Other than as stated above, Mr. Liang is not related to any director, senior management nor any substantial or controlling shareholder of the Company and he did not have any directorship in other listed company in the past three years. As at the date of this announcement, Mr. Liang is interested in 1,210,000 ordinary shares of the Company and has a derivative interest in respect of 4,505,000 ordinary shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) ( SFO ). Save as disclosed above, Mr. Liang does not have any interest in shares and/or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO. There is a letter of appointment entered into between the Company and Mr. Liang. Mr. Liang will hold office for a term until the earlier of (i) the conclusion of the annual general meeting of the Company to be held in 2014 and (ii) 30 June 2014, or subject to earlier determination in accordance with the Articles of Association of the Company (the Articles of Association ) and/or applicable laws and regulations. He will then be eligible for re-election. For the period from 1 January 2012 to 23 July 2012, Mr. Liang acted as an Executive Director was entitled to basic salaries, allowances and other benefits for a total amount of HK$366,222. He is also entitled to the discretionary bonus during his term of office as an Executive Director determined by the Compensation Committee of the Company. In accordance with the Articles of Association, Mr. Liang acted as a Non-Executive Director is entitled to such director s fee as may be approved by the Board. His emoluments (if any) will be determined by reference to job responsibilities, the prevailing market conditions of the industry and the Company s remuneration policy, operating performance and profitability. However, he will not receive any emoluments from the Company from 24 July 2012. Save as described below, there is no enterprise, company nor unincorporated business enterprise that has been dissolved or put into liquidation (otherwise than by a members voluntary winding up when the company, in the case of a Hong Kong company, was solvent) or bankruptcy or been the object of an analogous proceeding, or entered into any form of arrangement or composition with creditors, or had a receiver, trustee or similar officer appointed over it (i) during the period when Mr. Liang was one of its directors or, in the case of an enterprise, a company or an unincorporated business enterprise established in the PRC, during the period when Mr. Liang was one of its directors, supervisors or managers, or (ii) within 12 months after his ceasing to act as one of its directors, supervisors or managers, as the case may be, full particulars, including the name of the enterprise, company or unincorporated business enterprise, its place of incorporation or establishment, the nature of its business, the nature of the proceeding involved, the date of commencement of the proceeding and the amounts involved together with an indication of the outcome or current position of the proceeding. 3
In December 2000, Mr. Liang was one of the directors of certain subsidiaries ( the said GDE Subsidiaries ) of Guangdong Enterprises (Holdings) Limited ( GDE ). GDE was incorporated in Hong Kong on 3 June 1980. In December 1998, the Guangdong Provincial Government initiated a comprehensive restructuring for (among others) GDE and its then subsidiaries (including the said GDE Subsidiaries) ( GDE Group ). Details of the restructuring relating to the GDE Group are disclosed in the below section headed Restructuring of Guangdong Enterprises (Holdings) Limited in December 2000. Details of the said GDE Subsidiaries are disclosed in the below section headed Certain Subsidiaries of Guangdong Enterprises (Holdings) Limited. Mr. Liang was the chairman of Guangdong (H.K.) Tours Company Limited ( GD Tour ) from 3 May 2002 to 17 February 2004. GD Tour was a wholly-owned subsidiary of Guangdong Investment Limited ( GDI ) during the period from 6 January 1992 to 30 March 2003. GD Tour became a wholly owned subsidiary of GDH from 31 March 2003. On 12 June 2003, a petition for the winding up of GD Tour was presented to the High Court of Hong Kong (the Court ) by two creditors of GD Tour for a total indebtedness of HK$222,385,095.35 together with interest accrued thereon. The petition was heard on 6 August 2003 whereupon the winding up order was granted by the Court. On 8 December 2003 the liquidators of GD Tour were appointed. An order by the Court was made on 16 January 2004 for the winding up of GD Tour to be conducted as if it were a creditors voluntary winding up. Total claims received by the liquidators are in the amount of approximate HK$316,000,000. GD Tours had been dissolved on 7 May 2011. Mr. TAN Yunbiao, aged 48, was appointed an Executive Director and the General Manager of the Company in February 2004. He will be appointed the Chairman of the Board and the Chairman of the Nomination Committee and cease to act as the General Manager with effect from 24 July 2012. He is also the chairman of Zhongyue Tinplate and a director of Zhongyue Posco. Mr. Tan graduated from South China Agricultural University, the PRC and worked in the municipal government in Zhongshan, the PRC from 1984 to 1988. Mr. Tan joined Zhongshan Shan Hai Industrial Co., Ltd. ( Shan Hai ) and Zhongyue Tinplate in 1988 and was promoted to the position of director and deputy general manager in 1997. He then became director and general manager of both companies in 2001. From July 2011, Mr. Tan became the chairman and ceased to be the general manager of Zhongyue Tinplate. At the end of 2009, Shan Hai was absorbed by Zhongyue Tinplate. Other than as stated above, Mr. Tan is not related to any director, senior management nor any substantial or controlling shareholder of the Company and he did not have any directorship in other listed company in the past three years. 4
As at the date of this announcement, Mr. Tan was interested in 240,000 ordinary shares of the Company and had a derivative interest in respect of 3,620,000 ordinary shares in the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Tan does not have any interest in shares and/or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO. There is a letter of appointment entered into between the Company and Mr. Tan. Mr. Tan will hold office for a term until the earlier of (i) the conclusion of the annual general meeting of the Company to be held in 2015 and (ii) 30 June 2015, or subject to earlier determination in accordance with the Articles of Association and/or applicable laws and regulations. He will then be eligible for re-election. Mr. Tan will be entitled to basic salaries, allowances and other benefits for a total amount of HK$530,530 per annum, and a discretionary bonus pegged to performance. Such emoluments are determined by reference to job responsibilities, the prevailing market conditions of the industry and the Company s remuneration policy, operating performance and profitability. Save as described below, there is no enterprise, company nor unincorporated business enterprise that has been dissolved or put into liquidation (otherwise than by a members voluntary winding up when the company, in the case of a Hong Kong company, was solvent) or bankruptcy or been the object of an analogous proceeding, or entered into any form of arrangement or composition with creditors, or had a receiver, trustee or similar officer appointed over it (i) during the period when Mr. Tan was one of its directors or, in the case of an enterprise, a company or an unincorporated business enterprise established in the PRC, during the period when Mr. Tan was one of its directors, supervisors or managers, or (ii) within 12 months after his ceasing to act as one of its directors, supervisors or managers, as the case may be, full particulars, including the name of the enterprise, company or unincorporated business enterprise, its place of incorporation or establishment, the nature of its business, the nature of the proceeding involved, the date of commencement of the proceeding and the amounts involved together with an indication of the outcome or current position of the proceeding. Since 9 September 1997, Mr. Tan has been directors of Shan Hai and Zhongyue Tinplate, which were not the subsidiaries of the Company. Both Shan Hai and Zhongyue Tinplate were established in the People s Republic of China. Zhongyue Tinplate is now the wholly-owned subsidiary of the Company and Shan Hai was absorbed by Zhongyue Tinplate at the end of 2009. On 16 December 1998, the Company made an announcement relating to a comprehensive restructuring of its then holding company, GDE, and its subsidiaries, including the Company and its then subsidiaries (including Shan Hai and Zhongyue Tinplate) ( Guangnan Group ). Details of the restructuring relating to the GDE Group are disclosed in the below section headed Restructuring of Guangdong Enterprises (Holdings) Limited in December 2000. 5
Mr. LUO Jianhua, aged 57, was appointed a deputy general manager of the Company in December 2003. He will be appointed an Executive Director and the General Manager with effect from 24 July 2012. He is also the chairman of Zhongyue Posco and a director and the general manager of Zhongyue Tinplate. Mr. Luo graduated from the department of Chinese literature of Zhongshan University. Since Mr. Luo joined the Company in 2001, he has been acting as the general manager of our administrative and personnel department. In 2002, he acted as the assistant general manager of the Company. Prior to joining the Company, he held various positions as secretary and deputy director of the administrative office in the engineering administrative bureau of Dongjiang to Shenzhen water supply, as well as the director of the administrative office of Guangdong Yue Gang Water Supply Co., Ltd. He was appointed the deputy general manager of Shan Hai and Zhongyue Tinplate in March 2004 and the director and general manager of Zhongyue Tinplate in July 2011. He was appointed the general manager of Zhongyue Posco in January 2007 and the chairman of Zhongyue Posco in July 2011. At the end of 2009, Shan Hai was absorbed by Zhongyue Tinplate. Other than as stated above, Mr. Luo is not related to any director, senior management nor any substantial or controlling shareholder of the Company and he did not have any directorship in other listed company in the past three years. As at the date of this announcement, Mr. Luo was interested in 200,000 ordinary shares of the Company and had a derivative interest in respect of 1,416,000 ordinary shares in the Company within the meaning of Part XV of the SFO. Save as disclosed above, Mr. Luo does not have any interest in shares and/or underlying shares of the Company or its associated corporations within the meaning of Part XV of the SFO. There is a letter of appointment entered into between the Company and Mr. Luo. Mr. Luo will hold office until the first general meeting of the Company after his appointment and will be eligible for re-election. If re-elected, he is subject to retirement by rotation and re-election at least once every three years in accordance with the Articles of Association. Mr. Luo will be entitled to basic salaries, allowances and other benefits for a total amount of HK$464,620 per annum, and a discretionary bonus pegged to performance. Such emoluments are determined by reference to job responsibilities, the prevailing market conditions of the industry and the Company s remuneration policy, operating performance and profitability. Restructuring of Guangdong Enterprises (Holdings) Limited in December 2000 By the end of 1998, as a result of a combination of the Asian economic crisis and the consequential tightening of credit and dramatic reduction in asset values, as well as excessive leverage, the GDE Group was in financial difficulties. Despite assistance from the Guangdong Provincial Government, it was evident that a longer term and more sustainable solution was required. 6
In December 1998, the Guangdong Provincial Government initiated a comprehensive restructuring ( Restructuring ) for the GDE Group. On 12 January 1999, as part of the Restructuring, a proposal was made to the financial creditors of the GDE Group including the Guangnan Group for a restructuring of their indebtedness ( Debt Restructuring ). In addition, an exchange offer was made by GDE to the noteholders (including the convertible bondholders of the Guangnan Group ( Bondholders )) to be bound by the exchange offer memorandum dated 30 October 2000. Pursuant to resolutions passed by the Bondholders of the Guangnan Group on 30 November 2000, all the Bondholders were bound by the exchange offer. On 21 December 2000, the GDE Group (including the Company) formally signed, among others, the debt restructuring agreements. Bank creditors and certain significant creditors of the GDE Group (including Guangnan Group) agreed to participate in the Debt Restructuring. The amount involved under the Debt Restructuring relating to the Guangnan Group was estimated to be about HK$3,173 million. The Debt Restructuring was a successful one resulting in agreement being reached with the financial creditors. The Debt Restructuring became effective on 22 December 2000. Please refer to the circular of the Company dated 17 November 2000 and various announcements made by the Company between 16 December 1998 to 22 December 2000 relating to the Restructuring for further details. Certain Subsidiaries of Guangdong Enterprises (Holdings) Limited The vast majority of the then subsidiaries of GDE participated in the Debt Restructuring in December 2000. The said GDE Subsidiaries that participated in the Debt Restructuring and in which Mr. Liang was one of their directors in December 2000 are listed out below: Name of subsidiaries Place of incorporation Nature of business prior to Debt Restructuring Guangdong Development (Holdings) Limited Hong Kong Investment holding Jet Mass Industrial Limited Hong Kong Trading Walsall Company Limited Hong Kong Import and export trade and building construction materials supplies Well Grandy International Limited Hong Kong Investment holding Guangdong Real Estate (Holdings) Limited Hong Kong Property investment China Ocean Trade & Development Limited Hong Kong Investment holding Guangdong Architects, Engineers & Consultants (Hong Kong) Limited Hong Kong Investment holding and provision of architectural consultancy service Jetreal Investments Limited Hong Kong Property investment 7
Jetwise Development Limited Hong Kong Construction work and leasing of equipment Jointure Company Limited Hong Kong Investment holding and provision of property management service Mohican Company Limited Hong Kong Investment holding Moon Ray Company Limited Hong Kong Property investment Sino Winner Investment Limited Hong Kong Property investment, investment holding and provision of agency service Techeasy Investment Limited Hong Kong Property development Yue Soon Limited Hong Kong Property trading and others Guangdong Silk Company Limited Hong Kong Investment holding Jing Mei Travel & Trading Company Limited Hong Kong Investment holding China Oriental International Limited Hong Kong Investment holding Ever Gate Development Limited Hong Kong Investment holding Glorynet Trading Company Limited Hong Kong Investment holding Raster (Hong Kong) Limited Hong Kong Money lending (formerly Main Key Company Limited) Mega Prosper Limited Hong Kong Dormant Merroar Travel Trading Company Limited Hong Kong Dormant Regal Joy Industries Limited Hong Kong Dormant Guangdong Credit Limited Hong Kong Investment holding Electric Assets Limited BVI Investment holding Mega Star Investments Limited Hong Kong Trading of securities Rise Ocean International Limited Hong Kong Investment Holding Sinolink (Qianjiang) Power Enterprises China Electric Company Limited Guangdong Capital Holdings Limited Hong Kong Investment holding Amchamp Industrial Limited Hong Kong Trading & investment holding Group Silver Development Limited Hong Kong Investment holding Guangdong Funds Management Limited Hong Kong Fund management Hallton Properties Limited Hong Kong Investment holding Hangxin Hitech Resources Holding Limited BVI Investment holding Kaman Investments Limited Hong Kong Property development Pacific Regent Company Limited Hong Kong Dormant Reenton Development Limited Hong Kong Investment holding Soon Shing Development Limited Hong Kong Investment holding Standard Paper Bag Works Limited Hong Kong Paper product manufacturing and sale 8
Topdisc Multimedia (Hong Kong) Co., Hong Kong Investment holding Limited Guangdong Agriculture Company Limited Hong Kong Investment holding Guangdong Agriculture (Seeds) Limited Hong Kong Import and export trading Sellon Investment Limited Hong Kong Dormant Senesen Industries Limited Hong Kong Property Investment Gold Jet Investments Limited Hong Kong Investment holding Guangdong Easturo (Enterprises) Limited Hong Kong Investment holding Yat Faith Investment Limited Hong Kong Dormant Whole Universe Investments Limited Hong Kong Investment holding Gold Stand Limited Hong Kong Restaurant operations Conclusion Save as disclosed above, there are no other matters relating to the change of Directors, re-designation of Director, changes of Chairman of the Board, Chairman of the Nomination Committee and General Manager that need to be brought to the attention of the shareholders of the Company nor any other information required to be disclosed pursuant to the requirement of Rule 13.51(2) of the Listing Rules. The Board would like to acknowledge Mr. Liang Jiang s valuable contributions to the Company and its subsidiaries during his tenure of office as the Chairman of the Board and the Chairman of the Nomination Committee with the highest regard and most sincere appreciation. The Board would also like to express its appreciation to Mr. Huang Xiaofeng for his contribution to the Company during his tenure of office. The Board would also like to express its warmest welcome to Mr. Tan Yunbiao on taking up the new position as the Chairman of the Board and the Chairman of the Nomination Committee and Mr. Luo Jianhua in joining the Board. Hong Kong, 23 July 2012 By Order of the Board Liang Jiang Chairman As at the date of this announcement, the Board is composed of four Executive Directors, namely Messrs. Liang Jiang, Li Li, Tan Yunbiao and Sung Hem Kuen; three Non-Executive Directors, namely Messrs. Huang Xiaofeng and Luo Fanyu and Ms. Liang Jianqin; and three Independent Non-Executive Directors, namely Mr. Gerard Joseph McMahon, Ms. Tam Wai Chu, Maria and Mr. Li Kar Keung, Caspar. 9