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 Hong Kong with limited liability) (Stock Code: 01828) CHANGE OF DIRECTORS The Board of Directors (the Board ) of Dah Chong Hong Holdings Limited (the Company ) announces the following change of directors with effect from 1 January 2010:- 1. the appointment of Mr Wai King Fai, Francis as an Executive Director of the Company; 2. the appointment of Mr Yin Ke and Mr Fei Yiping as Non-executive Directors of the Company; and 3. the resignation of Mr Ho Hau Hay, Hamilton and Ms Chan Chui Sheung, Stella as Non-executive Directors of the Company. The Board of the Company announces the following change of directors with effect from 1 January 2010:- Appointment of Mr Wai King Fai, Francis as an Executive Director of the Company Mr Wai King Fai, Francis, aged 50, has been appointed as an Executive Director of the Company with effect from 1 January 2010. Mr Wai is currently the Chief Financial Officer of the Dah Chong Hong Group and is primarily responsible for the overall management of the accounting and financial management functions of the Group. He joined the Company in June 2008. Mr Wai graduated from Hong Kong Polytechnic and completed Stanford Executive Program of Stanford University. Mr Wai is a member of the Institute of Chartered Accountants of 1
England and Wales and a member of the Hong Kong Institute of Certified Public Accountants. Mr Wai has over 25 years of experience in the finance and accounting profession before joining the Company. Between 1992 to 2006, Mr Wai was appointed as the Chief Financial Officer of Hong Kong Dragon Airlines Limited and prior to that Mr Wai worked for Cathay Pacific Airways Limited, both were associated companies of CITIC Pacific Limited ( CITIC Pacific, listed on the Hong Kong Stock Exchange), the controlling shareholder of the Company. Mr Wai is entitled to receive under his current service contract with the Company a monthly salary of HK$128,000 which is determined with reference to the market terms and his duties within the Company plus discretionary bonus that is subject to the performance of the Company and the individual. Following his appointment, Mr Wai will also receive from the Company a director s fee of HK$120,000 per annum (on a pro rata basis), which is determined by shareholders of the Company, at the same rate as that payable by the Company to other directors of the Company. Pursuant to the Company s articles of association, Mr Wai will retire and be eligible for re-election at the next annual general meeting. Thereafter, he will be subject to retirement by rotation and re-election in accordance with the Company s articles of association. As at the date hereof, Mr Wai is not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (the SFO ). Mr Wai has no relationships with any directors, senior management or substantial or controlling shareholders of the Company, and does not or has not in the last three years held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas. In relation to the appointment of Mr Wai as an Executive Director of the Company, there is no information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of The Rules Governing the Listing of the Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules ) nor are there other matters that need to be brought to the attention of the shareholders of the Company. Appointment of Mr Yin Ke as a Non-executive Director of the Company Mr Yin Ke, aged 46, has been appointed as a Non-executive Director of the Company with effect from 1 January 2010. Mr Yin is the chief executive officer, executive director and vice chairman of CITIC Securities International Company Limited, a non-executive director of Zhongxing Shenyang Commercial Building Group Company Limited (listed on the Shenzhen Stock Exchange), a director of CITIC Securities Co., Ltd. (listed on the Shanghai Stock Exchange). He has been appointed as a non-executive director of CITIC Pacific with effect from 18 November 2009. Mr Yin began his career as executive secretary to the chief executive officer of the Shenzhen Stock Exchange when it was first established and is one of the pioneers who actively contributed to the development of the PRC stock market. He was formerly a director of ACT360 Solutions Limited (listed on the Toronto Stock 2
Exchange) and CITIC Capital Holdings Limited. He has previously served as the deputy general manager of Shenzhen Investment Fund Management Limited, a director of CCB Principal Asset Management Company Limited, an executive director of Jun An Securities Limited, an executive director of Guo Tai Jun An Securities Company Limited, the executive director and president of China United Securities Limited. He is also actively involved in various professional associations including the Securities Association of China and the Securities Association of Shenzhen. Mr Yin graduated with a bachelor degree in electrical engineering and a master degree in Economics from Zhejiang University. Following his appointment, Mr Yin will receive from the Company a director s fee of HK$120,000 per annum (on a pro rata basis), which is determined by shareholders of the Company, at the same rate as that payable by the Company to other directors of the Company. There is no service contract between the Company and Mr Yin. Pursuant to the Company s articles of association, Mr Yin will retire and be eligible for re-election at the next annual general meeting. Thereafter, he will be subject to retirement by rotation and re-election in accordance with the Company s articles of association. As at the date hereof, Mr Yin is not interested in any shares of the Company within the meaning of Part XV of the SFO. Save as disclosed, Mr Yin has no relationships with any directors, senior management or substantial or controlling shareholders of the Company, and does not or has not in the last three years held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas. In relation to the appointment of Mr Yin as a Non-executive Director of the Company, there is no information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the shareholders of the Company. Appointment of Mr Fei Yiping as a Non-executive Director of the Company Mr Fei Yiping, aged 46, has been appointed as a Non-executive Director of the Company with effect from 1 January 2010. Mr Fei is the Group Financial Controller of CITIC Pacific, a director and the Chief Financial Officer of CITIC Hong Kong (Holdings) Limited. He has been appointed as a non-executive director of CITIC 1616 Holdings Limited (a fellow subsidiary of the Company and listed on the Hong Kong Stock Exchange) with effect from 1 January 2010. Mr Fei is a graduate from Beijing Science and Technology University and received a Master in Business Administration from the University of Edinburgh in the United Kingdom. He has been with CITIC Group (the ultimate holding company of the Company) for 17 years including 10 years in accounting and financial management. Between 2001 and 2008, Mr Fei first acted as Treasurer and Director of CitiSteel USA, Inc. and then as 3
Vice President of CITIC USA Holdings, Inc. and Chief Representative of CITIC Group in New York. When he returned to China in 2008, he became Deputy Director-General of the Finance Department of CITIC Group. Following his appointment, Mr Fei will receive from the Company a director s fee of HK$120,000 per annum (on a pro rata basis), which is determined by shareholders of the Company, at the same rate as that payable by the Company to other directors of the Company. There is no service contract between the Company and Mr Fei. Pursuant to the Company s articles of association, Mr Fei will retire and be eligible for re-election at the next annual general meeting. Thereafter, he will be subject to retirement by rotation and re-election in accordance with the Company s articles of association. As at the date hereof, Mr Fei is not interested in any shares of the Company within the meaning of Part XV of the SFO. Save as disclosed, Mr Fei has no relationships with any directors, senior management or substantial or controlling shareholders of the Company, and does not or has not in the last three years held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas. In relation to the appointment of Mr Fei as a Non-executive Director of the Company, there is no information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the shareholders of the Company. Resignation of Mr Ho Hau Hay, Hamilton and Ms Chan Chui Sheung, Stella as Non-executive Directors Mr Ho Hau Hay, Hamilton will resign as a Non-executive Director of the Company with effect from 1 January 2010 due to his busy personal schedule. Mr Ho has confirmed that he has no disagreement with the Board and there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company. Ms Chan Chui Sheung, Stella will resign as a Non-executive Director of the Company with effect from 1 January 2010 for pursuing other personal goals. Ms Chan has confirmed that she has no disagreement with the Board and there is no matter relating to her resignation that needs to be brought to the attention of the shareholders of the Company. Mr Ho has been a director of the Company since October 1991 and has provided much guidance and support to the Company during his tenure of office. Ms Chan has served the Company since 1995 and became a Non-executive Director of the Company in July 2007. 4
The Board expresses its sincere gratitude to Mr Ho and Ms Chan for their service and valuable contributions made to the Company. By order of the Board Dah Chong Hong Holdings Limited Tso Mun Wai Company Secretary Hong Kong, 18 November 2009 As at the date of this announcement, the directors of the Company are: Executive directors: Non-executive directors: Hui Ying Bun (Chairman), Chu Hon Fai, Yip Moon Tong, Mak Kwing Tim, Lau Sei Keung, Tsoi Tai Kwan, Arthur and Glenn Robert Sturrock Smith Ho Hau Hay, Hamilton, Chan Chui Sheung, Stella and Kwok Man Leung Independent non-executive directors: Cheung Kin Piu, Valiant, Hsu Hsung, Adolf and Yeung Yue Man 5