China Risun Group Limited — Board/Management Information 2024

Oct 10, 2024

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.

China Risun Group Limited 中國旭陽集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1907)

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND A MEMBER OF THE AUDIT COMMITTEE

Reference is made to the announcement of China Risun Group Limited (the “ Company ”) dated July 15, 2024 (the “ Announcement ”) in relation to (i) the resignation of Mr. Kang Woon as an independent non-executive director (“ INED ”) of the Company, the chairman of the remuneration committee, and a member of each of the nomination committee and the audit committee (the “ Audit Committee ”) under the board of directors of the Company (the “ Board ”); and (ii) the consequential non-compliance with the requirements of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) regarding the number of INEDs and the members of audit committee below the minimum requirements under the Listing Rules.

The Board hereby announces that Dr Liu Xiaofeng (“ Dr. Liu ”) has been appointed as an INED and a member of the Audit Committee, effective from October 10, 2024.

The biographical details of Dr. Liu are as follows:

Dr. Liu Xiaofeng (劉曉峰博士) , aged 62, obtained a master’s degree and a Ph.D. in development economics from University of Cambridge in October 1988 and May 1994 respectively. He also obtained a master’s degree in Development Studies from the University of Bath in December 1987, and a bachelor’s degree in economics from Southwest University of Finance and Economics in China (previously known as Sichuan Institute of Finance and Economics) in July 1983.

Dr. Liu has approximately 32 years of experience in corporate finance and has worked in various international financial institutions since 1993, including N M Rothschild & Sons Limited, N M Rothschild & Sons (Hong Kong) Limited, JPMorgan Chase, DBS Asia Capital Limited, China Resources Capital Holdings Company Limited and UBS Securities Co., Limited. He also served as an independent non-executive director at Haier Electronics Group Co., Ltd. (stock code: 1169) from June 2007 to June 2014, at Hisense Home Appliances Group Co., Ltd. (stock code: 921) from September 2017 to August 2018, at Honghua Group Limited (stock code: 196) from January 2008 to November 2021, at AAG Energy Holdings Limited (stock code: 2686, delisted in July 2023) from August 2018 to August 2023, and at Cinda International Holdings Limited (stock code: 111) from July 2016 to July 2024. Currently, he has been an independent non-executive director at KunLun Energy Company Limited (stock code: 135) since April 2004, at Sunfonda Group Holdings Limited (stock code: 1771) since May 2017, at Logory Logistics Technology Co., Ltd. (stock code: 2482) since March 2023. Moreover, Dr. Liu has been the vice president of the China Independent Non-executive Directors Association since August 2023.

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Save for the above, as at the date of this announcement, Dr. Liu does not (i) hold any position with the Company or any other members of the Group; (ii) have any relationships with any other directors, senior management, substantial shareholders or controlling shareholders (as defined respectively in the Listing Rules) of the Company; (iii) hold any directorships in the last three years in public companies the securities of which are listed on any securities market in Hong Kong or overseas; and (iv) have any interests or short positions in the shares, underlying shares or debentures of the Company that are required to be disclosed pursuant to Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Dr. Liu shall hold office until the next annual general meeting of the Company and shall be subject to retirement by rotation and re-election pursuant to the Company’s articles of association (the “ Articles ”). Afterwards, Dr. Liu shall retire from office by rotation at least once every three years pursuant to the requirements of the Articles. The Company has entered into a service contract with Dr. Liu for a term of three years commencing from October 10, 2024, subject to termination by either party issuing a notice in writing of at least three months to the other side. Pursuant to the aforementioned service contract, Dr. Liu will receive a director’s fee from the Company at HK$420,000 annually with reference to his relevant experience and backgrounds together with his duties and responsibilities as well as the prevailing market conditions and trends. His remunerations have been determined by the Board on the recommendation of the remuneration committee of the Company with reference to his relevant experience and backgrounds together with his duties and responsibilities as well as the prevailing market conditions.

Dr. Liu has confirmed that (i) he has satisfied all the factors for independence set out in Rule 3.13(1) to 3.13(8) of the Listing Rules, (ii) he has no past or present financial or other interest in the business of the Group or connection with any core connected person (as defined in the Listing Rules) of the Company, and (iii) there are no other factors that may affect his independence at the time of his appointment. Save for the above, there is no other information in relation to the appointment of Dr. Liu that is required to be disclosed pursuant to the requirements under any provisions of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules, nor is there any matter relating to Dr. Liu that is required to be disclosed pursuant to these provisions of the Listing Rules, and there is no other matters that need to be brought to the attention of the shareholders of the Company and/or the Stock Exchange.

The Board would like to warmly welcome Dr. Liu to the Board.

RECOMPLIANCE WITH THE LISTING RULES

Following the appointment of Dr. Liu as an INED and a member of the Audit Committee, the Board has three INEDs, representing one-third of the Board, and the Audit Committee comprises all three INEDs as members. The composition of the Board and the Audit Committee complies with the requirements under Rule 3.10(1), Rule 3.10A and Rule 3.21 of the Listing Rules.

By order of the Board China Risun Group Limited Yang Xuegang Chairman

Hong Kong, October 10, 2024

As at the date of this announcement, the executive Directors are Mr. Yang Xuegang, Ms. Lu Xiaomei, Mr. Li Qinghua, Mr. Han Qinliang, Mr. Wang Nianping and Mr. Yang Lu; and the independent non-executive Directors are Mr. Yu Kwok Kuen Harry, Mr. Wang Yinping and Dr. Liu Xiaofeng.

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