Jimu Group Limited — Board/Management Information 2016

Dec 5, 2016

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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EVER SMART INTERNATIONAL HOLDINGS LIMITED 永駿國際控股有限公司

(Incorporated in the Cayman Islands with limited liability) Stock Code : 8187

CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHANGE OF COMPOSITION OF AUDIT COMMITTEE, NOMINATION COMMITTEE AND REMUNERATION COMMITTEE

The Board hereby announces that Mr. Lee has resigned as an independent non-executive Director, the chairman of remuneration committee and a member of each of audit committee and nomination committee of the Company with effect from 5 December 2016.

The Board hereby further announces that Mr. Liu has been appointed as an independent non-executive Director, the chairman of remuneration committee and a member of each of audit committee and nomination committee of the Company with effect from 5 December 2016.

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR, CHAIRMAN OF THE REMUNERATION COMMITTEE, MEMBER OF AUDIT COMMITTEE AND NOMINATION COMMITTEE

The board (the “Board”) of directors (the “Directors”) of Ever Smart International Holdings Limited (the “Company”, together with its subsidiaries collectively the “Group”) announces that on 5 December 2016, Mr. Lee Tat Yin Rick (“Mr. Lee”) has resigned as an independent non-executive Director, the chairman of remuneration committee and member of each of audit committee and nomination committee of the Company with effect from 5 December 2016 in order to devote more time to his other personal engagements.

Mr. Lee confirmed that he has no disagreement with the Board and there are no matters relating to 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 thank Mr. Lee for his valuable contribution to the Company during his tenure of service.

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APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR, CHAIRMAN OF THE REMUNERATION COMMITTEE, MEMBER OF AUDIT COMMITTEE AND NOMINATION COMMITTEE

The Board of the Company hereby announces that on 5 December 2016, Mr. Liu Chun Kit (“Mr. Liu”) has been appointed as an independent non-executive Director, the chairman of remuneration committee and member of each of audit committee and nomination committee of the Company with effect from 5 December 2016.

Mr. Liu, aged 36, obtained a certificate in hotel and catering services from Hong Kong Christian Service Kwun Tong Vocational Training Centre in July 2000. Mr. Liu has extensive experience in operating and managing restaurants in Hong Kong and China. Since June 2010, Mr. Liu is one of the founders and the chief operating officer of Age Group Limited which is a private company engaged in the operation of restaurants in Hong Kong. He is also one of the founders and the chief operating officer of 深圳前海食為先食品有限公司 (Shenzhen Qian Hai Shi Wei Xian Food Company Limited*) which is a private company set up in August 2016 and engaged in the manufacture, research and development of food products in Shenzhen, China.

Save as disclosed above, Mr. Liu does not hold any position with the Company and other members of the Group immediately before his present appointment and did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.

Mr. Liu does not have any relationship with other directors, senior management, substantial or controlling shareholders of the Company and he has no interests in the shares of the Company which are required to be disclosed pursuant to Part XV of the Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong).

Mr. Liu will enter into a director’s service agreement with the Company for a fixed term of 3 years commencing on 5 December 2016 subject to rotation and re-election at annual general meetings of the Company in accordance with the articles of association of the Company. The proposed director’s remuneration of Mr. Liu is HK$60,000 per annum as approved by the Board and recommended by the remuneration committee of the Company with reference to the prevailing market rates, his experience, duties and responsibilities within the Company.

Save as disclosed above, there are no other matters relating to the appointment that need to be brought to the attention of the shareholders of the Company pursuant to Rule 17.50(2)(w) of the Rules Governing the Listing of Securities on Growth Enterprise Market of the Stock Exchange (the “ GEM Listing Rules ”) and there is no other information that should be disclosed pursuant to paragraphs 17.50(2)(h) to (v) of the GEM Listing Rules.

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The Board would like to express its warmest welcome to Mr. Liu for joining the Board.

By order of the Board Ever Smart International Holdings Limited Ho Kin Wai Chairman

Hong Kong, 5 December 2016

As at the date of this announcement, the executive Directors are Mr. Ho Kin Wai and Mr. Ho Kin Pong, and the independent non-executive Directors are Mr. Yuen Poi Lam William, Mr. Lu Tak Ming and Mr. Liu Chun Kit.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the “Latest Company Announcements” page of the GEM website at http://www.hkgem.com for at least 7 days from the date of its posting and on the Company’s website at esmart.hk.

• for identification purpose only

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