Country Garden : · 2014-04-02 APPOINTMENT OF EXECUTIVE DIRECTOR,INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHIEF FINANCIAL OFFICER AND CHANGE OF AGENT FOR THE SERVICE OF PROCESS IN HONG KONG

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 the Cayman Islands with limited liability)

The Board is pleased to announce the followings:
1. Mr. WU Jianbin has been appointed as an executive director of the Company with effect from
1 April 2014;
2. Mr. WU Jianbin has been appointed as the Chief Financial Officer of the Group with effect from 30 April 2014;
3. Mr. YEUNG Kwok On has been appointed as an independent non-executive director of the
Company with effect from 1 April 2014; and
4. Ms. NG Yi Kum, Estella will cease to be the agent for the service of process in Hong Kong and Mr. WU Jianbin has been appointed as the replacement of Ms. NG Yi Kum, Estella, with effect from 30 April 2014.

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The board of directors (the "Board") of Country Garden Holdings Company Limited (the "Company", together with its subsidiaries, the "Group") is pleased to announce that, Mr. WU Jianbin ("Mr. WU") has been appointed as an executive director of the Company with effect from 1
April 2014.
Mr. WU, aged 51, graduated from the School of Finance and Economics of Xi'an Jiaotong University (formerly known as Shaanxi Institute of Finance and Economics) and obtained a master degree and a doctorate degree in Business Administration from the Macau University of Science and Technology respectively. Mr. WU is a senior accountant and is an adjunct professor at the Shanghai University of International Business and Economics. Mr. WU joined China State Construction Engineering Corporation in 1984 and was seconded to China Overseas Land & Investment Ltd. in 1987. He was appointed as director and financial controller of China Overseas Holdings Limited in 2001 and appointed as executive director and financial controller of China Overseas Land & Investment Ltd. in 2002 and was re-designated as vice chairman and non- executive director in 2009. Prior to joining the Group, Mr. WU was an executive director and vice president of China Overseas Holdings Limited and the chairman of China Overseas Investment Developing Holdings Limited. Mr. WU has received a number of awards between 2004 and 2009, including "the Achievement Award for Financial Management of 30th Anniversary of China's
Reform and Opening up" ( J"'iIlitl 30 il'Ml'*'ll.l!nl�!t ) and "the 60th Anniversary of China's
Financial Value Leadership Award" ( ll>1l 60 �il'cf1lMl'*{l'lallA!fi ) awarded by the
China Chief Financial Officer Press ( cf1l�Wtrp;jtt;± ) and China CFO International Summit
( cf1l CFO 1l�IDW ) in 2008 and 2009 respectively. Mr. WU is also a member of the 11th
Shaanxi Provincial Committee of Chinese People's Political Consultative. Mr. WU has 30 years of experience in corporate finance, accounting, investment operations and information management.
Mr. WU has entered into a service agreement with the Company for a term of office commencing from 1 April 2014 until 31 December 2014, subject to termination by not less than six months' notice in writing served by either party on the other and is subject to retirement and re-election at the annual general meetings of the Company in accordance with the articles of association of the Company. Under the service agreement, Mr. WU is entitled to receive a basic annual salary of RMB5,000,000 and is entitled to other fringe benefits. Furthermore, Mr. WU is entitled to a year end management bonus of a sum to be determined by the Board at its absolute discretion. Mr. WU's remuneration were recommended by the remuneration committee of the Company with reference to his duties and responsibilities with the Company, the Company's remuneration policy and the prevailing market conditions.
Save as disclosed above, as at the date of this announcement, Mr. WU does not have any relationships with any Directors, senior management, substantial or controlling shareholders of the Company nor hold any other directorships in any other listed public companies in the last three years.
Mr. WU together with his associate have direct interest in 3,000,000 shares of the Company, representing approximately 0.01% of the issued share capital of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as at the date of this announcement.

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Save as disclosed above, as at the date of this announcement, there is no any information to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing in the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules") nor any other matters relating to the appointment of Mr. WU that need to be brought to the attention of the shareholders of the Company.
The Board wishes to express its warm welcome to Mr. WU on his appointment.

The Board further announces that, Mr. YEUNG Kwok On ("Mr. YEUNG") has been appointed as an independent non-executive director of the Company, with effect from 1 April 2014.
Mr. YEUNG, aged 52, obtained his doctorate degree in Strategic Human Resource Management at the University of Michigan in 1990 and a master degree in Management at the University of Hong Kong (School of Business) in 1986. Mr. YEUNG is an adjunct professor of China Europe International Business School and was Philips Chair Professor of Human Resource Management and director of Center of Organizational and People Effectiveness. Mr. YEUNG is also the founding director of CEO Learning Consortium. He also served as the Chief Human Resources Officer of Acer Group. Over the years, he was the senior advisor for a wide range of companies, including Tencent, Alibaba, Taiwan Semiconductor Manufacturing Company, MaryKay, Antai Insurance, and TCL-Thomson. As one of the leading experts in strategic human resource management, he has published eight books and over twenty articles, including "Organizational Capability- Secrets of Sustainable Business Success" and "Breakingthrough in Organizational Capabilities". Mr. YEUNG was recognized by "Business Horizon" magazine in the U.S. as one of the next- generation "Executive Development Guru". Mr. YEUNG was awarded "HR Executive of the Year" and "Distinguished Contribution Award of the Year" by Smart Fortune Magazine in China in recognition of his influential contribution in strategic human resource management in Greater China region. In addition, he also chairs the Regional Judge Committee for selecting "Best Employers in Asia" sponsored by Hewitt, Asia Wall Street Journal and Far Eastern Economic Review.
Mr. YEUNG has entered into an appointment letter with the Company for a term of office commencing from 1 April 2014 until 31 December 2014 and is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the articles of association of the Company. Under the appointment letter, Mr. YEUNG is entitled to receive an annual fee of RMB240,000 which is determined with reference to his duties and responsibilities with the Company, the Company's remuneration policy and the prevailing market conditions and to be authorised by the shareholders at the annual general meeting. Other than that, Mr. YEUNG has not entered into a service contract with the Company.
Save as disclosed above, as at the date of this announcement, Mr. YEUNG does not have any relationships with any Directors, senior management, substantial or controlling shareholders of the Company nor any interests in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) and he does not hold any other directorships in any other listed public companies in the last three years.

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Save as disclosed above, as at the date of this announcement, there is no any information to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the of the Listing Rules nor any other matters relating to the appointment of Mr. YEUNG that need to be brought to the attention of the shareholders of the Company.
The Board wishes to express its warm welcome to Mr. YEUNG on his appointment.

Reference is made to the voluntary announcement made by the Company on 19 March 2014 regarding the resignation of chief financial officer of the Group (the "Chief Financial Officer").
The Board further announces that, Mr. WU has been appointed as the Chief Financial Officer, with effect from 30 April 2014.

The Board also announces that, with effect from 30 April 2014, Mr. WU has been appointed to be the agent of the Company as the replacement of Ms. NG Yi Kum, Estella under Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) for accepting service of process and notice on behalf of the Company in Hong Kong.
By order of the Board

President and Executive Director

Hong Kong, 1 April 2014

As of the date of this announcement, the executive directors of the Company are Mr. YEUNG Kwok Keung (Chairman), Ms. YANG Huiyan (Vice Chairman), Mr. MO Bin (President), Mr. ZHU Rongbin (Associate President), Ms. YANG Ziying, Mr. YANG Erzhu, Mr. SU Rubo, Mr. OU Xueming, Mr. YANG Zhicheng, Mr. YANG Yongchao, Mr. XIE Shutai, Mr. SONG Jun, Mr. LIANG Guokun, Mr. SU Baiyuan and Mr. WU Jianbin. The independent non-executive directors of the Company are Mr. LAI Ming, Joseph, Mr. SHEK Lai Him, Abraham, Mr. TONG Wui Tung, Ronald, Mr. HUANG Hongyan, Ms. HUANG Xiao, Mr. LIU Hongyu, Mr. MEI Wenjue and Mr. YEUNG Kwok On.

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