Able Engineering Holdings Limited — Board/Management Information 2021

Jan 29, 2021

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.

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ABLE ENGINEERING HOLDINGS LIMITED 安保工程控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1627)

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND MEMBERS OF BOARD COMMITTEES

The Board is pleased to announce that Prof. KO, Dr. LEE, and Mr. MONG have been appointed as new INEDs of the Company and the members of the Audit Committee, the Remuneration Committee and the Nomination Committee, with effect from 1 February 2021.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS

The board (the “ Board ”) of directors (the “ Directors ”) of Able Engineering Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) is pleased to announce that Prof. KO Jan Ming (“ Prof. KO ”), Dr. LEE Man Piu Albert (“ Dr. LEE ”) and Mr. MONG Chan (“ Mr. MONG ”) have been appointed as new independent non-executive Directors (“ INED ( s )”) of the Company with effect from 1 February 2021.

The biographical details of Prof. KO, Dr. LEE, and Mr. MONG are as follows:

Prof. KO

Prof. KO, aged 78, has over 50 years of experience in structural engineering and industrial collaboration. He is the former Vice President and former Chair Professor of Structural Engineering of the Hong Kong Polytechnic University (“ PolyU ”), and currently an Emeritus Professor of PolyU and Senior Advisor of its Research Institute for Sustainable Urban Development. Prof. KO holds a bachelor degree in Civil Engineering and a doctorate degree in Structural Engineering from the University of Hong Kong (“ HKU ”). He is a Fellow of each of the Hong Kong Institution of Engineers (“ HKIE ”), the Institution of Structural Engineers of the United Kingdom, the American Society of Civil Engineers and the Hong Kong Academy of Engineering Sciences.

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Prof. KO was presented The President’s Award of HKIE in 2006 and was inducted into the Hall of Fame of HKIE in 2010. Prof. KO was presented The HKIE Gold Medal in 2011. In the same year, Prof. KO was presented The Aftab Mufti Medal by the International Society for Structural Health Monitoring of Intelligent Infrastructures in recognition of his lifetime achievement in civil structural health monitoring. In November 2016, Prof. KO was conferred the Honorary Doctor of Engineering by PolyU in recognition of his distinguished accomplishments and contributions.

Prof. KO was an INED of Vantage International (Holdings) Limited (“ Vantage ”, an intermediate holding company of the Company from 12 January 2017 to 18 November 2020 and the issued shares of which were listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) from 8 September 2000 to 22 October 2020) during the period from 11 July 2000 to 22 October 2020. In view of Prof. KO’s previous position as an INED of Vantage within two years immediately prior to the date of his appointment, he may be considered unable to meet the independence guidelines for INED as set out in Rule 3.13(6) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”). Accordingly, as required under Rule 3.14 of the Listing Rules, the Company had, prior to the appointment of Prof. KO, successfully demonstrated to the satisfaction of the Stock Exchange that Prof. KO is independent, for the reasons, among others, set out below:

• (i) Prof. KO had not involved in the daily management and operations of Vantage nor had he developed any business connections with Vantage and its subsidiaries (including the Group, collectively the “ Vantage Group ”) during his tenure;

• (ii) Prof. KO was independent of the Vantage Group, including the Group, during his tenure;

• (iii) Prof. KO was not entitled to any discretionary performance-based bonus during his tenure; and

• (iv) Prof. KO has confirmed that he met all other independence guidelines for INED as set out in Rule 3.13 of the Listing Rules.

Based on the above, the Stock Exchange has confirmed that it agreed with the Board’s view that Prof. KO is independent to act as an INED of the Company.

Save as aforesaid, Prof. KO does not hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

As at the date of this announcement, Prof. KO has personal interest in 28,000 ordinary shares of the Company, representing a total of approximately 0.001% of the issued ordinary shares of the Company. Save as aforesaid, Prof. KO does not have any other interest 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) (the “ SFO ”).

Dr. LEE

Dr. LEE, aged 60, is a registered dentist in Hong Kong. He completed his undergraduate training in dentistry at the University of Adelaide, Australia. He then received a Commonwealth Scholarship Medical Award to pursuit his postgraduate training at the Institute of Dental Surgery, University of London, the United Kingdom (“ UK ”). He attained Fellowship of the Royal Australasian College of Dental Surgeons by examination and is an inaugural Fellow of the College of Dental Surgeons of Hong Kong and the Hong Kong Academy of Medicine.

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Dr. LEE was the Director and Honorary Treasurer of the Royal Australasian College of Dental Surgeons, the Deputy Chairman of the Interchange Association of Dental Medicine among Shanghai, Hong Kong, Macao and Taiwan and a member of the Editorial Board of the journal of “Hong Kong Medical Diary”. Dr. LEE had served as a Senior Dental Officer of Department of Health of the Government of Hong Kong (the “ Government ”), a Honorary Consultant Dental Service (Paediatric Dentistry) of the Hospital Authority of Hong Kong and a Part-time Clinical Lecturer in the Faculty of Dentistry of HKU.

Dr. LEE was a non-executive Director (“ NED ”) of Vantage during the period from 1 September 2016 to 22 October 2020. In view of Dr. LEE’s previous position as a NED of Vantage within two years immediately prior to the date of his appointment, he may be considered unable to meet the independence guidelines for INED as set out in Rule 3.13(6) and (7) of the Listing Rules. Accordingly, as required under Rule 3.14 of the Listing Rules, the Company had, prior to the appointment of Dr. LEE, successfully demonstrated to the satisfaction of the Stock Exchange that Dr. LEE is independent, for the reasons, among others, set out below:

• (i) Dr. LEE was considered meeting all the independent guidelines for INED as set out in Rule 3.13 of the Listing Rules from Vantage’s perspective;

• (ii) the roles and duties of Dr. LEE as an NED were similar to that of other INEDs of Vantage and Dr. LEE had not involved in the daily management and operations of Vantage nor had he developed any business connections with the Vantage Group during his tenure;

• (iii) Dr. LEE was never required to host any board meeting on behalf of the executive directors of Vantage during his tenure to avoid any actual or potential conflict of interest between the Group and the remaining Vantage Group;

• (iv) Dr. LEE was not entitled to any discretionary performance-based bonus during his tenure; and

• (v) Dr. LEE has confirmed that he met all other independence guidelines for INED as set out in Rule 3.13 of the Listing Rules.

Based on the above, the Stock Exchange has confirmed that it agreed with the Board’s view that Dr. LEE is independent to act as an INED of the Company.

Save as aforesaid, Dr. LEE does not hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

As at the date of this announcement, Dr. LEE does not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

Mr. MONG

Mr. MONG, aged 71, has over 40 years of experience in financial and cost management, accounting, general management and information technology. Mr. MONG obtained a Bachelor of Science (Hons) degree from The Chinese University of Hong Kong in 1971 and a Master of Philosophy degree in Engineering from HKU in 1982. He is a Certified Practising Accountant of the Certified Practising Accountant Australia (CPA Australia) since 1991, a fellow member of the Hong Kong Institute of Certified Public Accountants (“ HKICPA ”) since 1984 and an associate of the Chartered Institute of Management Accountants since 1977.

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Mr. MONG had previously joined the Government as an Executive Officer and was a Chief Treasury Accountant when he left the Government in 1984. He had 13 years of service in various Government departments, including Treasury, Government Secretariat and Public Works, and had gained experience in the areas of management, accounting and budgeting. Mr. MONG also had overseas working experience, including one year in the HM Treasury in London, UK and more than seven years in Australia.

Mr. MONG was the Associate Director of Finance of The Hong Kong University of Science and Technology (1992-1997), the Director of Finance (1997-2007) and the Associate Vice President (2003-2007) of PolyU and the Vice President (Administration) and Secretary to Council of the Hong Kong Institute of Education (currently known as The Education University of Hong Kong) (2007-2014). Mr. MONG had also served as a Government representative on the Council of the Hong Kong Society of Accountants (currently known as HKICPA) (1982-1984) and the Accountancy Training Board of Vocational Training Council (1982-1983), and a member of the Board of Review (Inland Revenue Ordinance) (2006-2011). He was also the company secretary of Joint Universities Computer Centre Limited (“ JUCC ”) (2011-2018).

Mr. MONG retired from his full-time job in 2014 and is currently serving voluntarily as the Chairman of the Board of Management of JUCC, a director of the Causeway Bay Kai-Fong Welfare Advancement Association and a school manager of two kindergartens in Causeway Bay, Hong Kong.

Mr. MONG was an INED of Vantage during the period from 2 May 2019 to 22 October 2020. In view of Mr. MONG’s previous position as an INED of Vantage within two years immediately prior to the date of his appointment, he may be considered unable to meet the independence guidelines for INED as set out in Rule 3.13(6) of the Listing Rules. Accordingly, as required under Rule 3.14 of the Listing Rules, the Company had, prior to the appointment of Mr. MONG, successfully demonstrated to the satisfaction of the Stock Exchange that Mr. MONG is independent, for the reasons, among others, set out below:

• (i) Mr. MONG had not involved in the daily management and operations of Vantage nor had he developed any business connections with the Vantage Group during his tenure;

• (ii) Mr. MONG was independent of the Vantage Group, including the Group, during his tenure; (iii) Mr. MONG was not entitled to any discretionary performance-based bonus during his tenure; and

• (iv) Mr. MONG has confirmed that he met all other independence guidelines for INED as set out in Rule 3.13 of the Listing Rules.

Based on the above, the Stock Exchange has confirmed that it agreed with the Board’s view that Mr. MONG is independent to act as an INED of the Company.

Save as aforesaid, Mr. MONG does not hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.

As at the date of this announcement, Mr. MONG does not have any interest in the securities of the Company within the meaning of Part XV of the SFO.

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In respect of the appointment of Prof. KO, Dr. LEE, and Mr. MONG as the INEDs of the Company, each of them entered into a letter of appointment with the Company for an initial term of one year. Prof. KO, Dr. LEE, and Mr. MONG are subject to retirement and re-election at the next annual general meeting of the Company and their appointment are also subject to the retirement by rotation and re-election requirements in accordance with the articles of association of the Company and the Listing Rules.

Pursuant to their respective letters of appointment, each of Prof. KO, Dr. LEE, and Mr. MONG will be entitled to a Director’s fee of HK$12,000 per month, subject to review. Each of Prof. KO, Dr. LEE, and Mr. MONG may be entitled to other benefits at the sole discretion of the Board. Remuneration of each of Prof. KO, Dr. LEE, and Mr. MONG was determined with reference to their duties and responsibilities, experience and the conditions of the Company and have been approved by the Board based on the recommendations of the remuneration committee of the Company (“ Remuneration Committee ”).

As at the date of this announcement, save as disclosed above, to the best knowledge, information and belief of the Board having made reasonable enquiry, each of Prof. KO, Dr. LEE, and Mr. MONG (i) does not have any relationship with any Directors, senior management, substantial or controlling shareholders of the Company; (ii) does not hold any positions with the Company and other members of the Group; and (iii) does not have any other major appointments and professional qualification.

Save as disclosed above, there is no further information relating to Prof. KO, Dr. LEE, and Mr. MONG that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules and there are no other matters in relation to the appointment of Prof. KO, Dr. LEE, and Mr. MONG that need to be brought to the attention of the shareholders of the Company.

The Board would like to express a warm welcome to Prof. KO, Dr. LEE, and Mr. MONG in joining the Board.

APPOINTMENT OF MEMBERS OF BOARD COMMITTEES

The Board is pleased to further announce that each of Prof. KO, Dr. LEE, and Mr. MONG has also been appointed as a member of each of the board committees of the Company, including the audit committee of the Company (the “ Audit Committee ”), the Remuneration Committee and the nomination committee of the Company (the “ Nomination Committee ”), with effect from 1 February 2021.

By Order of the Board ABLE ENGINEERING HOLDINGS LIMITED NGAI Chun Hung Chairman

Hong Kong, 29 January 2021

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As at the date of this announcement, the Board comprises the following Directors:

Executive Directors Independent Non-executive Directors Mr. NGAI Chun Hung Dr. LI Yok Sheung Mr. CHEUNG Ho Yuen Ms. LEUNG Yuen Shan, Maisy Mr. IP Yik Nam Ms. MAK Suk Hing Mr. LAU Chi Fai, Daniel Mr. YAU Kwok Fai

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