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Binjiang Service Group Co. Ltd. Board/Management Information 2021

Nov 10, 2021

50806_rns_2021-11-10_ff3bd9d3-affe-45b7-8f22-01b3f221e945.pdf

Board/Management Information

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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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Binjiang Service Group Co. Ltd. 濱江服務集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3316)

CHANGE OF JOINT COMPANY SECRETARY AND AUTHORIZED REPRESENTATIVES; AND

CONTINUING WAIVER FROM STRICT COMPLIANCE WITH RULES 3.28 AND 8.17 OF THE LISTING RULES

CHANGE OF JOINT COMPANY SECRETARY AND AUTHORIZED REPRESENTATIVES

The board (the “ Board ”) of directors (the “ Directors ”) of Binjiang Service Group Co. Ltd. (the “ Company ”) announces that Ms. Ko Mei Ying (“ Ms. Ko ”) has tendered her resignation as (i) the joint company secretary of the Company (the “ Joint Company Secretary ”); and (ii) an authorized representative of the Company under Rule 3.05 of the Rules Governing the Listing of Securities (the “ Listing Rules ”) on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), an authorized representative of the Company pursuant to Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) and an authorized person of the Company under Rule 19.05(2) of the Listing Rules for the acceptance of service of process and notices in Hong Kong (collectively known as the “ Authorized Representatives ”) with effect from 10 November 2021.

Ms. Ko confirmed that she has no disagreement with the Board and there is no matter relating to her resignation that needs to be brought to the attention of the Stock Exchange and the shareholders of the Company.

The Board further announces that Ms. Au Wai Ching (“ Ms. Au ”) has been appointed as the Joint Company Secretary and the Authorized Representatives with effect from 10 November 2021.

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Biographical details of Ms. Au are set out as follows:

Ms. Au is a manager of SWCS Corporate Services Group (Hong Kong) Limited with 10 years of experience in corporate secretarial services.

Ms. Au obtained a bachelor’s degree in business administration and a master’s degree in professional accounting and corporate governance from City University of Hong Kong. Ms. Au is an associate member of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom.

CONTINUING WAIVER FROM STRICT COMPLIANCE WITH RULES 3.28 AND 8.17 OF THE LISTING RULES

Reference is made to the appointment of Ms. Zhong Ruoqin (“ Ms. Zhong ”) as one of the Joint Company Secretaries and the waiver (the “ Waiver ”) granted to the Company by the Stock Exchange from strict compliance with the requirements under Rules 3.28 and 8.17 of the Listing Rules in relation to the eligibility of Ms. Zhong to act as the Joint Company Secretary for a period of three years from the date of the Company’s listing of shares (i.e. 15 March 2019) to 14 March 2022 (the “ Waiver Period ”), on the condition that Ms. Ko, who meets the requirements under Rules 3.28 and 8.17 of the Listing Rules, is engaged as the Joint Company Secretary and provides assistance to Ms. Zhong to acquire the “relevant experience” within the meaning of Rule 3.28 of the Listing Rules and to discharge her duties as the Joint Company Secretary during the Waiver Period. The Waiver will be revoked immediately when Ms. Ko, during the Waiver Period, ceases to provide assistance to Ms. Zhong.

The Company has applied to the Stock Exchange for, and the Stock Exchange has granted a new waiver (the “ New Waiver ”) to the Company from strict compliance with requirements under Rules 3.28 and 8.17 of the Listing Rules for a period from the date of appointment of Ms. Au as the Joint Company Secretary (i.e. 10 November 2021) to 14 March 2022 (i.e. the remaining period of the Waiver Period) (the “ New Waiver Period ”) in relation to the eligibility of Ms. Zhong to act as one of the Joint Company Secretaries. The New Waiver is granted on the conditions that:

  • (i) Ms. Zhong must be assisted by Ms. Au during the New Waiver Period; and

  • (ii) the New Waiver could be revoked if there are material breaches of the Listing Rules by the Company.

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Before the end of the New Waiver Period, the Company must demonstrate and seek the Stock Exchange’s confirmation that Ms. Zhong, having had the benefit of Ms. Au’s assistance during the New Waiver Period, has attained the relevant experience and is capable of discharging the functions of a company secretary under Rule 3.28 of the Listing Rules such that a further waiver will not be necessary. The New Waiver applies to Ms. Au’s appointment as the Joint Company Secretary only. The Stock Exchange may withdraw or change the New Waiver if the Company’s situation changes.

The Board would like to take this opportunity to express its gratitude to Ms. Ko for her valuable contribution to the Company during her tenure of service, and to welcome Ms. Au on her new appointment.

By Order of the Board Binjiang Service Group Co. Ltd. Zhu Lidong Chairman and Executive Director

Hangzhou, the PRC 10 November 2021

As at the date of this announcement, the Board comprises Mr. Zhu Lidong and Ms. Zhong Ruoqin as executive directors; Mr. Mo Jianhua and Mr. Cai Xin as non-executive directors; Mr. Ding Jiangang, Mr. Li Kunjun and Ms. Cai Haijing as independent non-executive directors.

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