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.

Stella International Holdings Limited

*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1836) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR, CHAIRMAN OF REMUNERATION COMMITTEE, AND MEMBER OF AUDIT COMMITTEE, CORPORATE GOVERNANCE COMMITTEE AND NOMINATION COMMITTEE

The board (the "Board") of directors (the "Directors") of Stella International Holdings Limited (the "Company", together with its subsidiaries, the ''Group'') is pleased to announce that the Board has resolved to appoint Mr. Chan Fu Keung, William ("Mr. Chan") as an independent non-executive Director, the chairman of the remuneration committee of the Company (the "Remuneration Committee"), and a member of each of the audit committee (the "Audit Committee"), the corporate governance committee and the nomination committee of the Company with effect from 1 September 2012.
Mr. Chan, aged 63, was a member of the Executive Directorate and the Human Resources
Director of the MTR Corporation Limited (Stock Code: 66) (the "MTR Corporation") since
1996 and 1998 respectively until July 2012 when he retired from the MTR Corporation after 23 years of service. As Human Resources Director of the MTR Corporation, he was responsible for overseeing human resources management, succession planning, organisation development, operations and management training, administration and security management

* For identification purpose only

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of the MTR Corporation. Prior to joining the MTR Corporation, Mr. Chan held senior management positions in the commercial, utility and public sectors in Hong Kong, including the Hong Kong Government, the Hong Kong Productivity Council, Hutchison Whampoa Limited and Hong Kong Telecommunications Limited. Mr. Chan is a fellow member of the Hong Kong Institute of Human Resource Management since 1985 and he is also a council member of the Institute. He is a member of the Standing Committee on Disciplined Services Salaries and Conditions of Service, the Pensions Appeal Panel and the School of Business Advisory Committee of Hong Kong Baptist University. Mr. Chan received a Bachelor of Social Science degree from the University of Hong Kong in 1971.
Save as disclosed above, Mr. Chan did not hold any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years before the date of this announcement. Mr. Chan does not hold any other positions in the Company or other members of the Group as at the date of this announcement.
Mr. Chan has entered into a service agreement with the Company for a term of three years commencing from 1 September 2012 subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the articles of association of the Company. Mr. Chan is entitled to a director's fee of HK$400,000 per annum which is determined by the Board with reference to Mr. Chan's skill, knowledge and expected involvement in the Company's affairs, profitability of the Company, remuneration benchmarks in the industry, and prevailing market conditions.
As at the date of this announcement, Mr. Chan does not have any interests in the shares of the Company which is required to be disclosed under Part XV of the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong. He does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company as at the date of this announcement. The Board is of the view that he has met the independence guidelines set out in Rule 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules").
Save as disclosed herein, the Board is not aware of any other matter relating to the appointment of Mr. Chan that needs to be brought to the attention of the shareholders of the Company nor any information to be disclosed pursuant to any of the requirements of paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

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Upon the appointment of Mr. Chan as a member of the Audit Committee and the chairman of the Remuneration Committee with effect from 1 September 2012, the Audit Committee will comprise three independent non-executive Directors in compliance with Rule 3.21 of the Listing Rules and the Remuneration Committee will be chaired by an independent non-executive Director and comprise a majority of independent non-executive Directors in compliance with Rule 3.25 of the Listing Rules.
The Board would like to express its warm welcome to Mr. Chan on the Board.
By order of the Board

Stella International Holdings Limited Chiang Jeh-Chung, Jack

Chairman

Hong Kong, 16 August 2012

As at the date of this announcement, the executive Directors are Mr. Chiang Jeh-Chung, Jack, Mr. Shih Takuen, Daniel, Mr. Chao Ming-Cheng, Eric, Mr. Chen Li-Ming, Lawrence and Mr. Chi Lo-Jen and the independent non-executive Directors are Mr. Chu Pao-Kuei, Mr. Chen Johnny and Mr. Bolliger Peter.

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