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HC Group Inc. Board/Management Information 2020

Jun 19, 2020

50493_rns_2020-06-19_bbd6bcab-b2d4-47da-9c64-c2b16c1b09d6.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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HC GROUP INC. 慧聰集團有限公司

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 02280)

CHANGE OF NON-EXECUTIVE DIRECTOR AND MEMBER OF THE AUDIT COMMITTEE

The Board announces that with effect from 1 July 2020:

  1. Mr. Li Jianguang will resign as a non-executive Director and a member of the Audit Committee;

  2. Mr. Lin Dewei will be appointed as a non-executive Director; and

  3. Mr. Guo Fansheng will be appointed as a member of the Audit Committee.

RESIGNATION OF NON-EXECUTIVE DIRECTOR AND CHANGE OF MEMBER OF THE AUDIT COMMITTEE

The board (the “ Board ”) of directors (the “ Director(s) ”) of HC Group Inc. (the “ Company ”, together with its subsidiaries, the “ Group ”) hereby announces that Mr. Li Jianguang (“ Mr. Li ”) has tendered his resignation as a non-executive Director and a member of the audit committee of the Company (“ Audit Committee ”), with effect from 1 July 2020 due to other businesses and personal commitments.

Mr. Li confirms that he has no disagreement with the Board and there are no other matters that need to be brought to the attention of the shareholders of the Company in relation to his resignation.

The Board would like to express its sincere gratitude to Mr. Li for his valuable contribution to the Company during his term of office.

– 1 –

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

The Board is pleased to announce that, with effect from 1 July 2020, (i) Mr. Lin Dewei (“ Mr. Lin ”) will be appointed as a non-executive Director; and (ii) Mr. Guo Fansheng (“ Mr. Guo ”), an existing non-executive Director, will be appointed as a member of the Audit Committee.

The biographical details of Mr. Lin are as follows:

Mr. Lin, aged 60, has approximately 25 years of experience in the legal field and worked as a part-time lawyer at various law firms in the People’s Republic of China (the “ PRC ”) between 1995 and 2001. In 2001, Mr. Lin practiced as a lawyer at Guangdong Everwin Law Office and became a partner of the firm in 2004. Since 2013, Mr. Lin has been practicing as a lawyer at Guangdong Yogo Law Firm. Mr. Lin was appointed as a non-executive director of China Lesso Group Holdings Limited (a company listed on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), stock code: 2128) on 27 February 2010, and was redesignated as an executive director of that company on 11 July 2018. Mr. Lin obtained a bachelor’s degree in science from South China University of Technology (formerly known as South China Institute of Technology) in July 1982 and received a certificate of lawyer qualification in the PRC in January 1990.

As at the date of this announcement, Mr. Lin does not hold any position with the Company or any of its subsidiaries.

Mr. Lin does not have any relationship with any Directors, senior management, substantial or controlling shareholders (as defined in the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”)) of the Company. Save as disclosed above, he does not hold any directorship in other public companies for the past three years.

As at the date of this announcement, Mr. Lin is not interested nor deemed to be interested in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Mr. Lin will not enter into any service contract with the Company. The Board agreed that the initial term of Mr. Lin’s appointment as the non-executive Director will be one year commencing from 1 July 2020, subject to rotation and re-election at the general meetings of the Company pursuant to the articles of association of the Company. Mr. Lin will not be entitled to any remuneration, benefits or bonus from the Company for holding his office as a non-executive Director.

Save as disclosed above, there are no other matters relating to Mr. Lin’s appointment that need to be brought to the attention of the shareholders of the Company and there is no other information that should be disclosed pursuant to rules 13.51(2)(h) to (v) of the Listing Rules.

– 2 –

The Board would like to take this opportunity to welcome Mr. Lin for joining the Board.

By the order of the Board HC Group Inc. Liu Jun Chairman

Hong Kong, 19 June 2020

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

  • Mr. Liu Jun (Executive Director and Chairman)

  • Mr. Zhang Yonghong (Executive Director and Chief Executive Officer)

  • Mr. Liu Xiaodong (Executive Director and President)

  • Mr. Guo Fansheng (Non-executive Director)

  • Mr. Li Jianguang (Non-executive Director)

  • Mr. Sun Yang (Non-executive Director)

  • Mr. Zhang Ke (Independent non-executive Director)

  • Mr. Zhang Tim Tianwei (Independent non-executive Director)

  • Ms. Qi Yan (Independent non-executive Director)

– 3 –