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. KAI SHI CHINA HOLDINGS COMPANY LIMITED 開世中 國控股 有限公司 (incorporated in the Cayman Islands with limited liability) (Stock Code: 1281) ANNOUNCEMENT APPOINTMENT OF EXECUTIVE DIRECTORS AND CHANGE OF CHIEF EXECUTIVE OFFICER AND CHAIRMAN OF THE BOARD References are made to the Joint Announcement and the Composite Document. The Board hereby announces that with effect from the date of despatch of the Composite Document (i.e. 30 January 2015) and upon the despatch of the Composite Document, Mr. Wei Shaojun and Ms. Zhen Xiaojing have been appointed as the executive Directors. Reference is made to the composite offer and response document jointly issued by Kai Shi China Holdings Company Limited (the ‘‘Company’’) and Longevity Investment Holding Limited (‘‘Longevity’’) dated 30 January 2015 (the ‘‘Composite Document’’) and the announcements jointly issued by the Company and Longevity dated 5 December 2014 and 30 January 2015 (the ‘‘Joint Announcements’’). Unless otherwise defined herein, the capitalised terms used in this announcement have the same meanings as those defined in the Composite Document and the Joint Announcements. The Board hereby announces that with effect from the date of despatch of the Composite Document (i.e. 30 January 2015) and upon the despatch of the Composite Document, Mr. Wei Shaojun has been appointed as the executive Director, chief executive officer and the chairman of the Board and Ms. Zhen Xiaojing has been appointed as an executive Director. –1– Mr. Kai’s resignation as the chief executive officer and the chairman of the Board takes effect from the date of despatch of the Composite Document. Mr. Kai has confirmed that he has no disagreement with the Board and there is no other matter that should be brought to the Shareholders’ or the Stock Exchange’s attention in relation to his resignation as the chief executive officer and the chairman of the Board. Set out below are the biographies of Mr. Wei and Ms. Zhen Xiaojing (the ‘‘New Directors’’): Mr. Wei Shaojun, aged 51, is the founder, the controlling shareholder and the chairman of Longjitaihe and has approximately 18 years of experiences in real property development industry. From 1996 and 2003, Mr. Wei acted as the general manager of Hebei Gaobeidian Construction Enterprise Group No. 6 Construction Company Limited (河北省高碑店市建築企業集團第六建築工程有限公司) and has accumulated a wealth of practical and management experience, which has laid down a solid foundation for the development of Longjitaihe. In 2002, Mr. Wei founded Longjitaihe, and under the leadership of Mr. Wei, Longjitaihe has developed from a small-scale business into a large-scale industrial group which integrated diversified industries including real estate development, commercial operations and new energy. Mr. Wei was a Member of the 12th National People’s Congress, a Member of the 9th and 10th Hebei Province Committee of the Chinese People’s Political Consultative Conference (CPPCC), a National Model Worker, and the vice chairman of the Hebei Province Federation of Industry & Commerce. Mr. Wei has also been awarded the honorary titles such as the ‘‘China Honesty Entrepreneur’’, the ‘‘Person Award for Outstanding Contributions to 30 Years of Reform and Opening-up of China in the Commerce Industry’’ and the ‘‘Hebei Province Outstanding Private Entrepreneur’’. Ms. Zhen Xiaojing, aged 32, is a director of Longevity. Ms. Zhen graduated from College of Accounting, Hebei University of Economics and Business in 2006 with a major in accountancy, and Ms. Zhen also obtained a bachelor’s degree in business administration. Ms. Zhen has worked in Longjitaihe since her graduation. Ms. Zhen has served as a staff, assistant manager, manager and director in the finance department of Longjitaihe and has accumulated a wealth of experience in finance management and operations in the group companies. Ms. Zhen also served as the general manager of Hebei Longjitaihe Industrial Investment Co., Ltd. and was responsible for its daily operations and management. Ms. Zhen has been responsible for the capital & funds operation department of Longjitaihe since March 2011, and has served as the chief financial officer of Hedao International Commercial and Trading Co., Ltd. Each of the two New Directors will enter into a service contract with the Company after his/her appointment. Their directorship will be subject to retirement by rotation and re-election pursuant to the articles of association of the Company. The remuneration of each of the two new Directors will be determined and recommended by the Remuneration Committee of the Company (the ‘‘Remuneration Committee’’) and be approved by the Board based on their qualifications, experience, level of responsibilities undertaken and prevailing market conditions. The remuneration of each of the two New Directors will be subject to annual review by the Remuneration Committee and the Board. –2– Save that Mr. Wei is interested in 450,900,000 Shares, representing approximately 74.90% of the issued share capital of the Company as at the date of this announcement and 100% shareholding interest in Longevity, none of the above New Directors has any interest or short position (both within the meaning of Part XV of the SFO) in the shares, underlying shares or debentures of the Company or any of its associated corporation (as defined under Part XV of the SFO) as at the date of this announcement. Save as disclosed above, as of the date of this announcement, each of the two New Directors (i) does not hold any other positions in the Company or its subsidiaries; (ii) does not have any other relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iii) has not held any directorships in listed public companies in the last three years. Each of the two New Directors confirmed that there is no information which is discloseable nor is/was he/she involved in any of the matters required to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there is no other matter that need to be brought to the attention of the Shareholders. Any further changes to the Board composition will be made in compliance with the Takeovers Code and the Listing Rules. By Order of the Board KAI SHI CHINA HOLDINGS COMPANY LIMITED Wei Shaojun Chairman Hong Kong, 30 January 2015 As at the time of issue of this announcement, the executive Directors of the Company are Mr. Wei Shaojun, Ms. Zhen Xiaojing, Mr. Kai Chenglian, Mr. Kai Xiaojiang, Ms. Jiang Shuxia and Ms. Han Liping and the independent non-executive Directors of the Company are Ms. Yang Jing, Mr. Li Fook Wing and Ms. Sun Huijun. –3–
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