Jujiang Construction Group Co., Ltd. — Board/Management Information 2018

Apr 9, 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 [139 x 96] intentionally omitted <==

Jujiang Construction Group Co., Ltd.

巨匠建設集團股份有限公司

(A joint stock limited liability company established in the People’s Republic of China)

(Stock Code: 1459)

ELECTION OF DIRECTORS OF THE SECOND SESSION OF THE BOARD

AND

SUPERVISORS OF THE SECOND

SESSION OF THE BOARD OF SUPERVISORS

PROPOSED ELECTION OF DIRECTORS OF THE SECOND SESSION OF THE BOARD

The term of the first session of the Board expired on 25 December 2017, and the Directors shall continue to perform their duties before the election and formation of the second session of the Board at the AGM. The Board has considered and approved the following candidates for Directors of the second session of the Board:

• (1) candidates for executive Directors: Mr. Lv Yaoneng, Mr. Lv Dazhing, Mr. Li Jinyan, Mr. Lu Zhicheng, Mr. Shen Haiquan and Mr. Zheng Gang; and

• (2) candidates for independent non-executive Directors: Mr. Yu Jingxuan, Mr. Lin Tao, and Mr. Wong Kai Wai.

The above candidates for Directors meet the qualification requirements to serve as Directors as stipulated in relevant PRC laws, regulations and the Articles, and the Board agreed to submit the above list of candidates for consideration at the AGM. The AGM will elect six executive Directors and three independent non-executive Directors, and these nine Directors will comprise the second session of the Board.

The Directors of the second session of the Board will serve for a term of three years. In accordance with the requirements of relevant PRC laws, regulations and the Articles, the candidates for Directors of the second session of the Board are subject to the approval by the Shareholders at the AGM. The term of office of candidates for executive Directors, and independent non-executive Directors will take effect from the date of approval by the AGM and will expire when members are elected for the new session of the Board.

The biographical details of the candidates of the Directors for the second session of the Board are set out in the Appendix I to this announcement.

1

ELECTION OF SUPERVISORS OF THE SECOND SESSION OF THE BOARD OF SUPERVISORS

The term of the first session of the board of Supervisors expired on 25 December 2017, and Supervisors shall continue to perform their duties before the election and formation of the second session of the board of Supervisors at the AGM.

Election of Employee Representative Supervisors of the Second Session of the Board of Supervisors

A meeting of the employee representatives of the Company was held on 30 March 2018 and Mr. Lv Xingliang and Mr. Zhou Jiangtao were elected as employee representative Supervisors of the second session of the board of Supervisors for a term of three years. The re-appointment of Mr. Lv Xingliang and Mr. Zhou Jiangtao shall become effective upon the conclusion of the AGM.

The biographical details of the employee representative Supervisors of the second session of the board of Supervisors are set out in the Appendix II to this announcement.

Proposed Election of Shareholder Representative Supervisor of the Second Session of the Board of Supervisors

The board of Supervisors considered and approved two candidates as Shareholder representative Supervisors, as detailed below.

Candidates for Shareholder representative Supervisor: Mr. Zhu Jialian and Mr. Chen Xiangjiang

The above Supervisor candidates meet the qualification requirements to serve as Supervisors as stipulated in relevant PRC laws, regulations and the Articles, and the board of Supervisors agreed to submit the above list of candidates for consideration at the AGM.

The Supervisors of the second session of the board of Supervisors will serve for a term of three years, and the term of office of Shareholder representative Supervisors will take effect from the date of approval by the AGM and will expire when members are elected for the new session of the board of Supervisors.

The biographical details of the candidates of the Shareholder representative Supervisors of the second session of the board of Supervisors are set out in the Appendix III to this announcement.

GENERAL INFORMATION

A circular containing, inter alia, (i) further details of the proposed election of Directors of the second session of the Board; and (ii) further details of the proposed election of Shareholder representative Supervisors of the second session of the board of Supervisors, together with notice convening the AGM will be dispatched to the shareholders of the Company on 27 April 2018.

2

DEFINITIONS

In this announcement, unless the context otherwise requires, the following expressions shall have the following meanings.

“AGM”	the annual general meeting of the Company for the
	year 2017 to be convened and held on 12 June 2018
“Articles”	the articles of association of the Company, as
	amended, supplemented or otherwise modified from
	time to time
“Board”	the board of directors of the Company
“Company” or “our”	Jujiang Construction Group Co., Ltd. (巨匠建設集團
	股份有限公司), a joint stock company established in
	the PRC with limited liability, whose H Shares are
	listed and traded on the Hong Kong Stock Exchange
	(stock code: 1459)
“Group”	the Company and its subsidiaries
“Director(s)”	the director(s) of the Company
“Listing Rules”	the Rules Governing the Listing of Securities on the
	Stock Exchange, as amended, supplemented or
	otherwise modified from time to time
“PRC”	The People’s Republic of China
“Shareholder(s)”	holder(s) of the share(s) of the Company
“Stock Exchange”	The Stock Exchange of Hong Kong Limited
“Supervisor(s)”	the supervisor(s) of the Company

By order of the Board of Directors

Jujiang Construction Group Co., Ltd.

Mr. Lv Yaoneng Chairman

Hong Kong, 9 April 2018

As of the date of this announcement, the Board of the Company comprises Mr. Lv Yaoneng, Mr. Lv Dazhong, Mr. Li Jinyan, Mr. Lu Zhicheng, Mr. Shen Haiquan and Mr. Zheng Gang, as executive Directors; and Mr. Yu Jingxuan, Mr. Lin Tao, and Mr. Wong Kai Wai, as independent non-executive Directors.

* for identification purposes only

3

APPENDIX I

Biographical details of the director candidates at the AGM are set out below:

Mr. Lv Yaoneng ( 呂耀能 ), aged 58, has over 31 years of experience in construction engineering industry. Mr. Lv has been the chairman of the Board, executive Director and general manager of the Company since 17 July 1996, being the date of incorporation of the Company. He was also appointed as the president of the Company since December 2008. He is primarily responsible for corporate strategic planning and overall business development, management of the Company and decision making. The spouse of Mr. Wang Shaolin (王少林), one of the vice presidents of the Company, is the sister of Mr. Lv. From December 1976 to February 1987, Mr. Lv worked at Qitang Commune Construction Agency (騎塘公社建築社). From March 1987 to April 1991, he worked as Manager and person-in- charge for technical matters at Tongxiang County Qitang Construction Agency (桐鄉縣騎塘鄉建築社). From May 1991 to June 1996, he worked as the vice chairman and general manager at Tongxiang County Qitang Construction Company* (桐鄉縣 騎塘建築工程公司).

Mr. Lv completed one-and-half-year studies and obtained a professional certificate (專業證書) in industrial and civil construction (工業及民用建築) from Zhejiang University (浙江大學) in China in January 1995. Mr. Lv obtained a qualification certificate for senior economist (高級經濟 師) issued by the Office of Personnel of Zhejiang Province (浙江省人事廳) of the PRC in December 2006. Mr. Lv also obtained a qualification certificate for senior engineer in construction engineering management issued by the Department of Human Resources and Social Security of Zhejiang Province* (浙江省人力資源和社會保障廳) of the PRC in March 2013.

Mr. Lv Yaoneng held 204,000,000 domestic Shares of the Company, representing 38.25% of the total number of issued shares of the Company.

Mr. Lv Dazhong ( 呂達忠 ), aged 55, has over 35 years of experience in construction engineering industry. Mr. Lv has been an executive Director since 17 July 1996, being the date of incorporation of the Company. He was also appointed as the vice president of the Company since September 2009. He is primarily responsible for formulating and implementing our corporate strategies, overseeing our overall business development and implementing operation plans and participating in the day-to-day management of our business operations. From September 1979 to December 1992, Mr. Lv worked at Tongxiang County Qitang Construction Agency (桐鄉縣騎塘 鄉建築社). From January 1993 to July 1996, he worked as the deputy general manger of Tongxiang County Qitang Construction Company (桐鄉縣騎塘建築工程公司).

Mr. Lv Dazhong completed two years part-time studies in industrial and civil construction (工業 及民用建築) at Zhejiang University of Technology (浙江工業大學) in China in June 2004. Mr. Lv Dazhong obtained a qualification certificate for engineer issued by the Personnel Bureau of Jiaxing City (嘉興市人事局) of the PRC in November 1994. He also obtained a qualification certificate for senior economist (高級經濟師) issued by the Department of Human Resources and Social Security of Zhejiang Province* (浙江省人力資源和社會保障廳) of the PRC in January 2010.

Mr. Li Jinyan ( 李錦燕 ), aged 41, has over 20 years of experience in construction engineering industry. He has been an executive Director since 6 September 2011. He was also appointed as the vice president of the Company since September 2009. He is primarily responsible for formulating and implementing our corporate strategies, overseeing our overall business development and implementing operation plans and participating in the day-today management of our business operations. From August 1994 to July 1995, he joined Tongxiang City Qitang Construction Company* (桐鄉市騎塘建築工程公司) as a technician and worked as deputy chief of production technology department of the same company from July 1995 to July 1996.

Mr. Li completed five and half years studies in construction engineering at Tongji University (同 濟大學) in China in December 2000. Mr. Li also obtained a qualification certificate for senior engineer in construction engineering issued by the Department of Human Resources and Social Security of Zhejiang Province (浙江省人力資源和社會保障廳) of the PRC in February 2011.

4

Mr. Lu Zhicheng ( 陸志城 ), aged 49, has over 27 years of experience in construction engineering industry. Mr. Lu has been an executive Director since 6 September 2011. He joined our Group as construction worker in July 1996 and was also appointed as the project manager of the Company since May 1998. He is primarily responsible for formulating and implementing our corporate strategies, overseeing our overall business development and implementing operation plans and participating in the day-to-day management of our business operations, in particular with regard to project management of the Company. From May 1987 to May 1995, he worked at Tongxiang County Qitang Construction Agency (桐鄉縣騎塘鄉建築社), while from May 1995 to July 1996, he worked at Tongxiang City Qitang Construction Company (桐鄉市騎塘建築工程公司).

Mr. Lu completed two years studies in civil engineering at China University of Petroleum (中國 石油大學) in China in July 2006. He also obtained a qualification certificate for engineer issued by the Personnel Bureau of Jiaxing City (嘉興市人事局) of the PRC in September 2009.

Mr. Shen Haiquan ( 沈海泉 ), aged 44, has over 15 years of experience in construction engineering industry. He has been an executive Director since 6 September 2011. He joined our Group as construction worker in September 1999 and was also appointed as the project manager of the Company since July 2012. He is primarily responsible for formulating and implementing our corporate strategies, overseeing our overall business development and implementing operation plans and participating in the day-to-day management of our business operations, in particular with regard to project management of the Company. From April 2003 to June 2006, Mr. Shen worked as the manager of engineering department of Zhejiang Jujiang Real Estate Group Co., Ltd.* (浙江巨匠房地產集團有限公司).

Mr. Shen. Mr. Shen completed four years studies in industrial and civil construction (工業及民用 建築) at Jiaxing College (嘉興學院) in China in June 2004. He also completed two and half years studies via online distant learning in civil engineering at Wuhan University of Technology (武漢理工大學) in PRC in July 2011. Mr. Shen obtained a qualification certificate for senior engineer in construction issued by the Department of Human Resources and Social Security of Zhejiang Province (浙江省人力資源和社會保障廳) of the PRC in March 2013.

Mr. Zheng Gang ( 鄭剛 ), aged 49, has over 27 years of experience in construction engineering industry. Mr. Zheng has been an executive Director since 6 September 2011. He joined our Group as director of technology centre in October 2008 and was also appointed as the vice president of the Company since July 2011. He is primarily responsible for formulating and implementing our corporate strategies, overseeing our overall business development and implementing operation plans and participating in the day-to-day management of our business operations. From September 1992 to December 1999, he worked as the director of testing room at Zhejiang Jiaxing Construction Installation Company Ltd. (浙江嘉興建築安裝有限公司). From January 2001 to April 2003, he worked as director of testing centre at Zhejiang Zhongyuan Construction Company Ltd. (浙江中元建設股份有限公司). From May 2003 to October 2006, he worked as the manager at Jiaxing City Zhongyuan Engineering Inspection Company Ltd. (嘉興市中元工程檢 驗有限責任公司 ). Mr. Zheng worked as the general manager of Jiaxing City Zhongxu Engineering Inspection Company Ltd. (嘉興市中旭工程檢驗有限責任公司) and Jiaxing City Chunqiu Construction Engineering Inspection Company Ltd.* (嘉興市春秋建設工程檢測有限責 任公司) from November 2006 to March 2008 and from April 2008 to September 2008, respectively.

Mr. Zheng completed two years studies in materials science and engineering majoring in building materials at Tongji University (同濟大學) in China in July 1988. He also completed five and half years studies in industrial and civil construction (工業與民用建築) at Tongji University (同濟大 學) in China in December 1999. Mr. Zheng obtained a qualification certificate for senior engineer of professor grade in construction (建築施工專業教授級 高級工程師) issued by the Department of Human Resources and Social Security of Zhejiang Province* (浙江省人力資源和社會保障廳) of the PRC in April 2015.

5

Mr. Yu Jingxuan ( 余景選 ), aged 46, obtained a master’s degree in management majoring in accounting from Shanghai University of Finance and Economics in February 2001, and a doctor’s degree in management majoring in agricultural economics management from Northwest A&F University in June 2011. Mr. Yu has been an associate professor at the School of Accounting in Zhejiang University of Finance and Economics (浙江財經大學會計學院) (“ZUFE”) since November 2004, and is currently the secretary and deputy officer to the financial management department of Party Branch Committee. He served as a teaching assistant from August 1993 to March 1999, and a lecturer from March 1999 to November 2004 in ZUFE.

Mr. Lin Tao ( 林濤 ), aged 42, has over 14 years of experience in the construction education. Mr. Linhas been an independent non-executive Director since 19 August 2015. He is primarily responsible for attending meetings of our Board to perform duties as a Board member, but not participating in the day-to-day management of our business operations. From July 1997 to August 1998, he worked as assistant architect at Ningbo Institute of Construction Design Company Ltd. (寧波建築設計研究院有限公司). Since April 2001, he is a lecturer and assistant officer of faculty of Zhejiang University (浙江大學) Faculty of Construction. Mr. Lin completed a bachelor’s degree and a master degree in construction (建築學), and a doctoral degree in architectural design from Zhejiang University (浙江大學) in the PRC in June 1997, March 2001 and June 2012, respectively. He was accredited as a class one registered architect by the Office of Personnel of Zhejiang Province (浙江省人事廳) in September 2004. He is also a member of the Planning and Design Professional Committee (規劃設計專業委員會) under the Zhejiang Province Village and Town Construction and Development Research Association (浙江省村鎮建 設與發展研究會) since August 2015.

Mr. Wong Ka Wai ( 王加威 ), aged 38, has been an independent non-executive Director since 19 August 2015. He is primarily responsible for attending meetings of our Board to perform duties as a Board member, but not participating in the day-to-day management of our business operations. From February 2017 to June 2017, he was an independent non-executive director of Green International Holdings Limited (Stock code: 2700), a company listed on the Main Board of the Stock Exchange. Mr. Wong has worked in various international accounting firms for over seven years. From January 2013 to March 2017, he is the chairman of Jai Dam Distribution (Hong Kong) Co. Ltd.. He is the chief financial officer and company secretary of the Ruifeng Power Group Company Limited (stock code: 2025) since May 2017. Mr. Wong obtained a bachelor’s degree of business administration in accountancy from the City University of Hong Kong in November 2001. He was admitted as a member of the Association of Chartered Certified Accountants in 2009.

If the above candidates are appointed as Directors, each of them will enter into a service contract with the Company and shall hold their office until the expiry of the term of the second session of the Board. The remuneration of the Directors are recommended by the remuneration committee of the Company and approved by the Board, having regard to their time commitment and responsibilities, the salaries paid by companies.

As at the date of this announcement, save as disclosed above, the director candidates had confirmed that they (i) had not held any directorships in other publicly listed companies in the last three years; (ii) had not had any relationship with any Directors, supervisors, senior management, substantial or controlling shareholders of the Company; and (iii) had not had any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Each of the candidates for independent non-executive Directors has met the independence requirements as set out in Rule 3.13 of the Listing Rules.

There is no other matter relating to the proposed appointment of Directors that needs to be brought to the attention of the Shareholders, nor is there any other information to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

6

APPENDIX II

Biographical details of the candidates for employee representative Supervisors at the AGM are set out below:

Mr. Lv Xingliang ( 呂興良 ), aged 45, completed three years studies in industrial and civil construction at Zhejiang Radio & Television University (浙江廣播電視大學) in June 2001. He joined the Company as the deputy chief of the operation division in August 1996, and promoted to chief of the operation division in April 2001. He served as the manager of sales department of the Company from February 2006 to January 2014 and is currently the standing deputy general manager of the sales centre of the Company. Previously, he served as a budget forecaster of Tongxiang County Qitang Construction Company (桐鄉縣騎塘建築工程公司), the predecessor of the Company, from December 1991 to August 1996.

Mr. Zou Jiangtao ( 鄒江滔 ), aged 40, has joined the Company since November 2000 and is currently serving as the manager of the Anhui branch office of the Company. He was appointed as an employee representative Supervisor since 25 December 2014. Mr. Zou Jiangtao completed four years studies in civil engineering at Zhuzhou Institute of Technology (株洲工學院) in July 2000. Mr. Zou Jiangtao also obtained a qualification certificate for senior engineer in construction engineering issued by the Department of Human Resources and Social Security of Zhejiang Province (浙江省人力資源和社會保障廳) of the PRC in February 2011.

Each of Mr. Lv Liangxing and Mr. Zou Jiangtou will enter into a service contract with the Company and shall hold their office until the expiry of the term of the second session of the board of Supervisors. The emolument of a Supervisor will be determined with reference to the remuneration policies of the Supervisors of the Company.

As at the date of this announcement, save as disclosed above, the employee representative Supervisors (i) had not held any directorships in other publicly listed companies in the last three years; (ii) had not had any relationship with any Directors, supervisors, senior management, substantial or controlling shareholders of the Company; and (iii) had not had any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

There is no other matter relating to the appointment of the employee representative Supervisors that needs to be brought to the attention of the Shareholders, nor is there any other information to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

7

APPENDIX III

Biographical details of the candidates for Shareholder representative Supervisors at the AGM are set out below:

Mr. Chen Xiangjiang ( 陳祥江 ), aged 59, has joined our Company as a Shareholder representative Supervisor since 19 August 2015. He was the head of factory of Zhejiang Longchang Leather Group Co., Ltd (浙江龍昌皮革集團有限責任公司) from January 1991 to October 1998. He is a general manager of Zhejiang Xianglong Leather Co., Ltd. (浙江祥隆皮革 有限公司) since October 1998. Mr. Chen completed secondary school at Nanri Secondary School (南日中學) in PRC in 1975.

Mr. Zhu Jialian ( 朱家煉 ), aged 54, completed three years studies in Mathematics at Zhejiang Institute of Education (浙江教育學院) in July 1989. Mr. Zhu has been the general manager of Zhejiang Yonghe Adhesive Products Co., Ltd (浙江永和膠粘製品股份有限公司) since August 1998 and a director at Bank of Jiaxing since May 2007. Before that, he served as a biology teacher in Tongxiang City Gaoqiao Secondary School (桐鄉市高橋中學) from July 1983 to June 1988 and the factory director of school-run factory of Tongxiang City Gaoqiao Secondary School (桐 鄉市高橋中學校辦廠) from June 1988 to August 1998.

If the above candidates are appointed as Supervisors, each of them will enter into a service contract with the Company and shall hold their office until the expiry of the term of the second session of the board of Supervisors. The emolument of a Supervisor will be determined with reference to the remuneration policies of the Supervisors of the Company.

As at the date of this announcement, save as disclosed above, the supervisor candidates (i) had not held any directorships in other publicly listed companies in the last three years; (ii) had not had any relationship with any Directors, supervisors, senior management, substantial or controlling shareholders of the Company; and (iii) had not had any interests in shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

There is no other matter relating to the proposed appointment of Shareholder representative Supervisors that needs to be brought to the attention of the Shareholders, nor is there any other information to be disclosed pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.

8