Ferretti Group — Board/Management Information 2024

Aug 12, 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.

FERRETTIGROUP

Ferretti S.p.A.

(Incorporated under the laws of Italy as a joint-stock company with limited liability)

(Stock Code: 09638)

(1) CHANGE OF JOINT COMPANY SECRETARY AND ALTERNATE AUTHORIZED REPRESENTATIVE AND
(2) WAIVER FROM STRICT COMPLIANCE WITH RULES 3.28 AND 8.17 OF THE LISTING RULES

I. CHANGE OF JOINT COMPANY SECRETARY AND ALTERNATE AUTHORIZED REPRESENTATIVE

The board of directors (the "Board") of Ferretti S.p.A. (the "Company") hereby announces that Mr. Qinggui Hao ("Mr. Hao") has been appointed as the joint company secretary of the Company (the "Joint Company Secretary") and the alternate authorized representative to Mr. Alberto Galassi (an executive director) in replacement of Mr. Niccolò Pallesi ("Mr. Pallesi") with effect from August 12, 2024. Ms. Wong Hoi Ting ("Ms. Wong") will remain to serve as the other Joint Company Secretary of the Company.

The biographical details of Mr. Hao and Ms. Wong are set out as follows:-

Mr. Hao began his career at Weichai Power Co., Ltd. (a company listed on the Stock Exchange of Hong Kong Limited (the "Stock Exchange") (stock code: 02338) and the Shenzhen Stock Exchange (stock code: 000338) ("Weichai Power") in 2004 until 2019. From July 2004 to December 2011, Mr. Hao served as the manager of the securities department of Weichai Power. He was then the vice director of strategy department of Weichai Power, assistant of chairman of advisory board of Linde Hydraulics GmbH&Co. KG. and vice general manager of Weichai Hydraulic Powertrain Co., Ltd. from December 2011 to February 2015. From February 2015 to September 2019, Mr. Hao served as the director of capital operation and legal department of Shanghai Operation Centre of Weichai Power. From October 2018 to

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September 2019, Mr. Hao was also the director of investment, secretary of the board of directors and director of capital operation department of Weichai Power. Mr. Hao joined Shandong Heavy Industry Group Co., Ltd. (“SHIG”) in September 2019. He was then the director of investment and director of legal and capital operation department of SHIG from September 2019 to August 2022, the general counsel from August 2022 to November 2022 and director of international business and secretary of the board of directors since November 2022. Mr. Hao joined the Company as its general counsel from June 2024 to date.

Mr. Hao obtained a bachelor’s degree in law and a bachelor’s degree in economics from Harbin Engineering University in the PRC in 2004.

Ms. Wong is currently an assistant manager of TMF Hong Kong Limited, a leading global corporate services provider, where she is mainly responsible for providing corporate secretarial and compliance services to companies listed on the Stock Exchange. She has over ten years of working experience in company secretarial profession. She is an associate member of both The Hong Kong Chartered Governance Institute and The Chartered Governance Institute in the United Kingdom. She holds a bachelor’s degree in social sciences from Lingnan University and a master’s degree in professional accounting and corporate governance from City University of Hong Kong.

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

Although Mr. Hao currently has no relevant professional qualifications required to act as company secretary under Rule 3.28 of the Listing Rules, he is considered a suitable candidate for the position of Joint Company Secretary due to the following reasons: (i) Mr. Hao has over 20 years of experience in corporate, legal and compliance affairs, which allows him to have a deep understanding of the best practices of corporate governance and regulatory compliance; (ii) He had also been actively involved in, and is familiar with, the disclosure and compliance requirement of a Hong Kong listed company during his tenure with Weichai Power from 2004 to 2019. This experience directly aligns with the core responsibilities of the Joint Company Secretary of the Company; (iii) Mr. Hao’s close working relationship with certain directors and senior management of the Company would assist him to perform the functions of a company secretary and to take necessary actions in an effective and efficient manner; and (iv) as he is also the general counsel of the Company, the dual role allows for a comprehensive understanding of both legal and governance issues, enabling better-informed decisions that consider legal and regulatory aspects simultaneously. This also facilitates more efficient communication between legal and corporate governance functions, leading to a more cohesive approach to compliance and risk management.

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The Company has applied to the Stock Exchange, and the Stock Exchange has granted a waiver (the “Waiver”) to the Company from strict compliance with the relevant requirements of Rule 3.28 and Rule 8.17 of the Listing Rules for a period of three years from August 12, 2024, being the date of appointment of Mr. Hao as the Joint Company Secretary (the “Waiver Period”), on the conditions that (i) Mr. Hao must be assisted by Ms. Wong during the Waiver Period; and (ii) the Waiver could be revoked if there are material breaches of the Listing Rules by the Company. Before the end of the Waiver Period, the Company must demonstrate and seek confirmation from the Stock Exchange that Mr. Hao, having had the benefit of Ms. Wong’s assistance during the Waiver Period, has attained the relevant experience and is capable of discharging the functions of company secretary under Rule 3.28 of the Listing Rules such that a further waiver will not be necessary.

The Board would like to express its gratitude to Mr. Pallesi for his valuable dedication and contribution to the Company during his tenure as the Joint Company Secretary and would like to welcome Mr. Hao on his new appointment.

By order of the Board

Ferretti S.p.A.

Mr. Alberto Galassi

Executive Director and Chief Executive Officer

Hong Kong, August 12, 2024

As at the date of this announcement, the Board comprises Mr. Alberto Galassi and Mr. Xu Xinyu as executive Directors; Mr. Tan Xuguang, Mr. Piero Ferrari, Ms. Jiang Lan (Lansi) and Mr. Zhang Quan as non-executive Directors; and Mr. Stefano Domenicali, Mr. Patrick Sun and Ms. Zhu Yi as independent non-executive Directors.

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