Honghua Group Limited — Board/Management Information 2021

Dec 2, 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.

==> picture [125 x 108] intentionally omitted <==

HONGHUA GROUP LIMITED

宏華集團有限公司

(a company incorporated in the Cayman Islands with limited liability)

(Stock Code: 196)

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR CHANGE OF COMPOSITION OF BOARD COMMITTEES

AND

NON-COMPLIANCE WITH THE LISTING RULES

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board of directors (the “ Board ”) of Honghua Group Limited (the “ Company ”) announces that Mr. Poon Chiu Kwok (“Mr . Poon ”) has tendered his resignation as an Independent Non-Executive Director, and member of Remuneration Committee, Audit Committee and Strategic Investment and Risk Control Committee of the Company with effect from 1 December 2021, due to devoting more time to personal business commitments.

Mr. Poon has confirmed that he has no disagreement with the Board and there is no matter that needs to be brought to the attention of The Stock Exchange of Hong Kong Limited and the shareholders of the Company in relation to his resignation.

The Board would like to take this opportunity to express its gratitude to Mr. Poon for his valuable contributions to the Company’s development during his tenure of office.

CHANGE OF COMPOSITION OF THE BOARD COMMITTEES

Following the resignation of Mr. Poon and with effect from 1 December 2021:

The Audit Committee would be comprised of Mr. Wei Bin (Committee Chairman), Mr. Chen Guoming, Ms. Su Mei and Mr. Chang Qing.

The Remuneration Committee would be comprised of Ms. Su Mei (Committee Chairman), Mr. Zhang Mi, Mr. Jin Liliang and Mr. Wei Bin.

The Strategic Investment and Risk Control Committee would be comprised of Mr. Jin Liliang, Mr. Zhang Mi, Mr. Ren Jie and Mr. Chang Qing.

NON-COMPLIANCE WITH RULES 3.25 OF THE LISTING RULES

Following the resignation of Mr. Poon, the Company fails to meet the requirement set out in Rules 3.25 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘ Listing Rules ’’) that a remuneration committee must comprise a majority of independent non-executive directors.

The Company will make its best endeavor to identify suitable candidate(s) to fill the casual vacancy of the membership of Remuneration Committee as soon as practicable pursuant to the Listing Rules. Further announcement(s) will be made by the Company as and when appropriate.

By order of the Board

Honghua Group Limited

Jin Liliang

Chairman

PRC, 1 December 2021

As at the date of this announcement, the executive directors of the Company are Mr. Jin Liliang (Chairman), Mr. Zhang Mi and Mr. Ren Jie; the non-executive directors of the Company are Mr. Chen Wenle and Mr. Wang Xiuchang; and the independent non-executive directors of the Company are Mr. Chen Guoming, Ms. Su Mei, Mr. Chang Qing and Mr. Wei Bin.