Chong Hing Bank : Re-designation of Directors' Roles

Microsoft Word - e_Re-designation of Directors' Roles (F1)

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: 01111)

RE-DESIGNATION OF DIRECTORS' ROLES

The Board of Directors (the "Board") of Chong Hing Bank Limited (the "Bank" together with its subsidiaries (the "Group")) is pleased to announce the following re-designation of Directors' Roles with effect from 27 May 2016:

• Mrs Leung Ko May Yee Margaret ("Mrs Leung"), who is presently the Executive Director, Deputy Chairman and Managing Director of the Bank, has additionally assumed the role of Chief Executive of the Bank.

• Mr Zong Jianxin ("Mr Zong"), who is presently the Executive Director and Deputy Managing Director of the Bank, has additionally acted as Alternate Chief Executive of the Bank.

• Mr Lau Wai Man ("Mr Lau"), an Executive Director of the Bank, has been appointed Deputy Managing Director and acts as Alternate Chief Executive of the Bank.

Mrs Leung Ko May Yee Margaret, SBS, JP, aged 63, has been appointed an Executive Director, the Deputy Chairman and the Managing Director of the Bank since February 2014. Mrs Leung has also been appointed the Executive Director, Vice-chairman and Chief Executive of Yuexiu Financial Holdings Limited, the immediate holding company of the Bank, since February 2014. She is an Independent Non-executive Director of each of China Construction Bank Corporation (Stock Code: 00939), First Pacific Company Limited (Stock Code: 00142), Li & Fung Limited (Stock Code: 00494), Sun Hung Kai Properties Limited (Stock Code: 00016) and Hong Kong Exchanges and Clearing Limited (Stock Code: 00388). All of which are companies listed on The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). In addition, she is also an Independent Non-executive Director of QBE Insurance Group Limited, which is listed on the Australian Securities Exchange (Stock Code: QBE). Mrs Leung is a council member, Treasurer, the Chairman of the Finance Committee, a member of the Human Resources Policy Committee and the Business School Board of Directors of the University of Hong Kong; a member of the Business School Advisory Board of the Hong Kong University of Science and Technology; a Steward of The Hong Kong Jockey Club; and a member of the National Committee of the Chinese People's Political Consultative Conference, the Guangzhou Municipal Committee of the Chinese People's Political Consultative Conference and the Standing Committee of the Henan Provincial Committee of the Chinese People's Political Consultative Conference. Prior to joining the Bank, Mrs Leung was the Vice Chairman and Chief Executive of Hang Seng Bank Limited (Stock Code: 00011), and the Group General Manager of HSBC Holdings plc (Stock Code: 00005), both of which are companies listed on the Stock Exchange.

As of the date of this announcement, Mrs Leung does not have any interest or short position in the securities or underlying securities of the Bank or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, Mrs Leung has not held any other directorships in other Hong Kong or overseas listed public companies in the last three years. In addition to her directorship in the Bank, Mrs Leung is the Chairman of Chong Hing Finance Limited, which is a wholly-owned

subsidiary of the Bank. Other than the positions disclosed above, Mrs Leung does not hold any position in the Group. Mrs Leung does not have any relationship with any director, senior management, substantial or controlling shareholders of the Bank.

Mrs Leung has entered into a service agreement with the Bank for a term of 3 years commencing 14 February 2014. Mrs Leung's emoluments package under the service agreement is comprised of annual base salary of HK$11,640,000, discretionary bonus and other benefits. The emolument package of Mrs Leung was determined by the Remuneration Committee with reference to her roles and responsibilities as Deputy Chairman and Managing Director within the Bank. Mrs Leung is also entitled to receive a director's fee of HK$180,000 per annum. The fee was set by the Remuneration Committee with reference to her position as Executive Director of the Bank and the prevailing market conditions. Subsequent to the assumption of the role of Chief Executive of the Bank in addition to her current role as Executive Director, Deputy Chairman and Managing Director, Mrs Leung's emolument package remains unchanged.

Mr Zong Jianxian, aged 50, has been appointed Deputy Managing Director and Head of China Business of the Bank since May 2015 and has also been appointed an Executive Director of the Bank since September 2015. Mr Zong has been an Executive Director of Yuexiu Financial Holdings Limited since November 2015. He was an Executive Director and Alternate Chief Executive of Industrial and Commercial Bank of China (Asia) Limited ("ICBC Asia") from October 2010 to May 2015. ICBC Asia was previously listed on the Stock Exchange until December 2010.

As of the date of this announcement, Mr Zong does not have any interest or short position in the securities or underlying securities of the Bank or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, Mr Zong has not held any other directorships in other Hong Kong or overseas listed public companies in the last three years. Other than the positions disclosed above, he does not hold any position in the Group. Mr Zong does not have any relationship with any director, senior management, substantial or controlling shareholders of the Bank.

Mr Zong has entered into a service agreement with the Bank for a term of 3 years commencing 20 May 2015. Mr Zong's emoluments package under the service agreement is comprised of annual base salary of HK$7,000,000, discretionary bonus and other benefits. The emolument package of Mr Zong was determined by the Remuneration Committee with reference to his roles and responsibilities as Deputy Managing Director and Head of China Business of the Bank. Mr Zong is also entitled to receive a director's fee of HK$180,000 per annum. The fee was set by the Remuneration Committee with reference to his position as Executive Director of the Bank and the prevailing market conditions. In addition to his current role as Executive Director, Deputy Managing Director and Head of China Business of the Bank and acts as Alternate Chief Executive of the Bank, Mr Zong's emolument package remains unchanged.

Mr Lau Wai Man, aged 57, has been appointed an Executive Director and the Chief Executive Officer of the Bank since August 2001 and March 2013 respectively. Mr Lau has been an Executive Director of Yuexiu Financial Holdings Limited since February 2014. Mr Lau is a Vice President of the Council of the Hong Kong Institute of Bankers, a Certified Financial PlannerCM and a member of the Hong Kong Institute of Certified Public Accountants.

He was a fellow of the Association of Chartered Certified Accountants and a senior associate of the Australian Institute of Bankers.

As of the date of this announcement, Mr Lau does not have any interest or short position in the securities or underlying securities of the Bank or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance.

Save as disclosed above, Mr Lau has not held any other directorships in other Hong Kong or overseas listed public companies in the last three years. In addition to his directorship in the Bank, Mr Lau is a Director of various companies within the Group. Other than the positions

disclosed above, Mr Lau does not hold any position in the Group. Mr Lau does not have any relationship with any director, senior management, substantial or controlling shareholders of the Bank.

Mr Lau, who has not entered into any service contract with the Bank in relation to his role as Executive Director, shall retire by rotation, but shall then be eligible for re-election under the Articles of Association of the Bank. He is entitled to receive an emolument package comprising annual base salary of HK$5,280,360, discretionary bonus and other benefits. The emolument package of Mr Lau was determined by the Remuneration Committee with reference to his roles and responsibilities within the Bank. Mr Lau is also entitled to receive a director's fee of HK$180,000 per annum. The fee was set by the Remuneration Committee with reference to his position as Executive Director of the Bank and the prevailing market conditions. Subsequent to the re-designation of Mr Lau's role from Executive Director and Chief Executive Officer to Executive Director, Deputy Managing Director and Alternate Chief Executive of the Bank, his emolument package remains unchanged.

Save as disclosed above, there is no other information about Mrs Leung, Mr Zong and Mr Lau that is required to be disclosed pursuant to Rule 13.51(2)(h) - (v) of the Rules Governing the Listing of Securities on the Stock Exchange and there are no other matters that need to be brought to the attention of the shareholders of the Bank.

By Order of the Board

Chong Hing Bank Limited Lai Wing Nga

Company Secretary

Hong Kong, 27 May 2016

As at the date of this announcement, the Board of the Bank comprises:

• Executive Directors

  Mrs Leung Ko May Yee Margaret (Deputy Chairman, Managing Director and Chief Executive), Mr Zong Jianxin (Deputy Managing Director) and Mr Lau Wai Man (Deputy Managing Director);

• Non-executive Directors

  Mr Zhang Zhaoxing (Chairman), Mr Zhu Chunxiu, Mr Wang Shuhui, Mr Li Feng and Mr Chow Cheuk Yu Alfred; and

• Independent Non-executive Directors

Mr Chiranakhorn Wanchai, Mr Cheng Yuk Wo, Mr Ma Chiu Cheung Andrew, Mr Lee Ka Lun and Mr Yu Lup Fat Joseph.