Ingdan, Inc. — Board/Management Information 2018

Feb 13, 2018

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 [189 x 51] intentionally omitted <==

COGOBUY GROUP 科 通 芯 城 集 團

(a company incorporated under the laws of the Cayman Islands with limited liability)

(Stock Code: 400)

(1) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR (2) RESIGNATION OF NON-EXECUTIVE DIRECTOR

(3) RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND

(4) CHANGE IN COMPOSITION OF BOARD COMMITTEES

The Board announces the following changes of Directors and members of Board Committees with effect from February 13, 2018:

1. Mr. Hao Chunyi, Charlie has been appointed as an independent non-executive Director, the chairman of the Audit Committee, a member of the Remuneration Committee and a member of the Nomination Committee;

2. Mr. Kim Jin Ha, Jason has resigned as a non-executive Director;

3. Mr. Zhong Xiaolin, Forrest has resigned as an independent non-executive Director;

4. Mr. Ye Xin has been appointed as the chairman of the Nomination Committee; and

5. Dr. Ma Qiyuan has been appointed as the chairman of the Remuneration Committee.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND BOARD COMMITTEE MEMBER

The board (‘‘Board’’) of directors (the ‘‘Director(s)’’) of Cogobuy Group (the ‘‘Company’’, and together with its subsidiaries, the ‘‘Group’’) is pleased to announce that Mr. Hao Chunyi, Charlie (郝純一) (‘‘Mr. Hao’’) has been appointed as an independent non-executive Director, the chairman of the Audit Committee, a member of the Nomination Committee and a member of the Remuneration Committee of the Company with effect from February 13, 2018.

– 1 –

Mr. Hao, aged 58, has been the Chief Executive Officer and President of Shandong Haizhicheng Energy Engineering Co., Ltd. (山東海之晟能源工程有限公司), a pioneer in the research and development in new energy engineering projects, since 2015. Over the years, Mr. Hao has been instrumental in the founding and establishments of several investments funds and companies, including China Fundamental Acquisition Corporation where Mr. Hao was the Chief Executive Officer from 2008 to 2010, and a member of the board of directors and the President of China of Asia Automotive Acquisition Corporation from 2005 to 2008. Mr. Hao was the Chief Financial Officer of Delphi Automotive Corp (Saginaw Steering System) (‘‘Delphi’’) of General Motors Inc., and oversaw the financials of three joint ventures to Delphi headquarter in Beijing from 1995 to 1999.

Mr. Hao received his MBA degree from Pace University, Master of Arts from University of Notre Dame and Bachelor of Arts from Beijing Language and Culture University (北京語言大學).

Mr. Hao has entered into a letter of appointment with the Company for a term of three years commencing from the date of his appointment (subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the memorandum and articles of association of the Company). Mr. Hao is entitled to an annual director’s fee of HK$300,000. The fee payable to him has been approved by the Board after considering the recommendation of the Remuneration Committee based on Mr. Hao’s qualifications, experience, level of responsibilities undertaken and prevailing market conditions.

Mr. Hao has confirmed that he meets the independence criteria as set out in Rule 3.13 of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’).

Save as disclosed above, as at the date of this announcement, Mr. Hao has confirmed that he does not hold (i) any other position with the Company or other members of the Group; (ii) any directorship in any other public companies with securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iii) any other major appointments and professional qualifications.

Save as disclosed above, as at the date of this announcement, Mr. Hao has confirmed that he did not have any relationship with any director, senior management or substantial or controlling shareholder of the Company, or any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, the Board is not aware of any other information relating to Mr. Hao which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. There is no other matter relating to the appointment of Mr. Hao which needs to be brought to the attention of the shareholders of the Company.

The Company would like to express its warmest welcome to Mr. Hao in joining the Board.

– 2 –

RESIGNATION OF DIRECTORS

The Board announces that with effect from February 13, 2018, Mr. Kim Jin Ha, Jason (‘‘Mr. Kim’’) has tendered his resignation as a non-executive Director due to his other business commitments.

Mr. Zhong Xiaolin, Forrest (‘‘Mr. Zhong’’) has also tendered his resignation as an independent nonexecutive Director, chairman of each of the audit committee (the ‘‘Audit Committee’’), the nomination committee (the ‘‘Nomination Committee’’), and the remuneration committee (the ‘‘Remuneration Committee’’) of the Company with effect from February 13, 2018 due to his other business commitments.

Each of Mr. Kim and Mr. Zhong has confirmed that he has no disagreement with the Board and there is no matter in respect of his resignation that needs to be brought to the attention of the shareholders of the Company or The Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’).

The Board would like to take this opportunity to express its sincere appreciation to both Mr. Kim and Mr. Zhong for their invaluable contribution to the Company during their tenure of office.

CHANGE IN COMPOSITION OF BOARD COMMITTEES

The Board announces that following the resignation and appointment of Directors as announced above, the composition of the Audit Committee, the Nomination Committee and the Remuneration Committee has been changed as follows with effect from February 13, 2018:

1. Mr. Hao has been appointed as the chairman of the Audit Committee, a member of the Nomination Committee and a member of the Remuneration Committee;

2. Mr. Ye Xin, an independent non-executive Director, has been appointed as the chairman of the Nomination Committee; and

3. Dr. Ma Qiyuan, an independent non-executive Director, has been appointed as the chairman of the Remuneration Committee.

An updated list of Directors and their role and function including the composition of each of the committees of the Board is made available on the websites of the Stock Exchange and the Company.

By Order of the Board COGOBUY GROUP KANG Jingwei, Jeffrey Chairman and Executive Director

Hong Kong, February 13, 2018

As at the date of this announcement, the executive Directors of the Company are Mr. KANG Jingwei, Jeffrey, Mr. WU Lun Cheung Allen and Ms. NI Hong, Hope; and the independent non-executive Directors of the Company are Mr. YE Xin, Dr. MA Qiyuan and Mr. HAO Chunyi, Charlie.

– 3 –