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DEJIN RESOURCES GROUP COMPANY LIMITED

(incorporated in Bermuda with limited liability)

(Stock code: 1163) RESIGNATION AND APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR, AND CHANGE OF MEMBER OF AUDIT COMMITTEE

The Board announces that it has:
1. accepted the resignation of Mr. Anthony John Earle Grey as an independent non-executive Director with effect from 31 January 2013. Accordingly, Mr. Anthony John Earle Grey will also cease to be a member of the Audit Committee upon his resignation as an independent non-executive Director; and
2. resolved to appoint Mr. Fu Wing Kwok, Ewing as an independent non-executive
Director and a member of the Audit Committee with effect from 31 January 2013.

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND MEMBER OF AUDIT COMMITTEE

The board (the "Board") of directors (the "Directors") of Dejin Resources Group Company Limited (the "Company") announces that it has accepted the resignation of Mr. Anthony John Earle Grey ("Mr. Grey") as an independent non-executive Director of the Company with effect from 31 January 2013 as Mr. Grey would like to devote more time to his other personal commitments.
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Accordingly, Mr. Grey will also cease to be a member of the audit committee of the Company (the " Audit Committee ") of the Company upon his resignation as an independent non-executive Director. Mr. Grey has confirmed that he has no disagreement with the Board, and there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company.
The Board wishes to express its appreciation for Mr. Grey's contribution during his term of appointment.

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

The Board is pleased to announce that it has resolved to appoint Mr. Fu Wing Kwok, Ewing ("Mr. Fu") as an independent non-executive Director, and a member of the Audit Committee with effect from 31 January 2013.
Mr. Fu Wing Kwok, Ewing ("Mr. Fu"), aged 43, is currently the chief financial officer and company secretary of Hoifu Energy Group Limited (formerly known as Karl Thomson Holdings Limited) (Stock Code: 7). Mr. Fu is also currently an independent non-executive director of China Energy Development Holdings Limited (Stock Code: 228). Both companies are listed on the Main Board of the Stock Exchange of Hong Kong. He holds a bachelor degree in science with major in accounting of Bemidji State University, USA and is a member of both American Institute of Certified Public Accountants and Hong Kong Institute of Certified Public Accountants. He has over 18 years of experience in auditing and accounting field.
Mr. Fu was an independent non-executive director of both Century Ginwa Retail Holdings Limited (Stock Code: 162) from 8 January 2007 to 27 September 2011 and Hao Wen Holdings Limited (Stock code: 8019) from 30 November 2009 to 11 January 2011.
Save as disclosed above, Mr. Fu did not hold any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years before the date of this announcement. Mr. Fu does not hold any other positions in the Company or other members of the Group as at the date of this announcement.
Mr. Fu has entered into a service agreement with the Company for a term of three years commencing from 31 January 2013 subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the articles of association of the Company. Mr. Fu is entitled to a director's fee of HK$150,000 per annum which is determined by the Board with reference to Mr. Fu's skill, knowledge and expected involvement in the Company's a ffairs, profitability of the Company, remuneration benchmarks in the industry, and prevailing market conditions.
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As at the date of this announcement, Mr. Fu does not have any interests in the shares of the Company which is required to be disclosed under Part XV of the Securities and Futures Ordinance, Chapter 571 of the Laws of Hong Kong. He does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company as at the date of this announcement. The Board is of the view that he has met the independence guidelines 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 herein, the Board is not aware of any other matters relating to the appointment of Mr. Fu that need to be brought to the attention of the shareholders of the Company nor any information to be disclosed pursuant to any of the requirements of paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.
The Board would like to express its warm welcome to Mr. Fu.
By order of the Board

Dejin Resources Group Company Limited Mow Tai Loy

Executive Director

Hong Kong, 31 January 2013

As at the date of this announcement, the Board comprises five executive Directors, namely, Mr. Cheung Wai Yin, Wilson, Mr. Mow Tai Loy, Mr. Lau Chi Yan, Pierre, Mr. Tian Lidong and Mr. Zhao Zhibin; and three independent non-executive Directors, namely, Mr. Ma Chun Fung, Horace, Ms. Pang Yuen Shan, Christina and Mr. Fu Wing Kwok, Ewing.

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