Prosperity H K : Announcements and Notices - Re-designation of Director and Resignation of General Manager and Resignation of Chief Operating officer

E160121A_Prosperity 1..3

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.

PROSPERITY INTERNATIONAL HOLDINGS (H.K.) LIMITED

昌 興 國 際 控 股（香 港）有 限 公 司*

(Incorporated in Bermuda with limited liability)

(Stock Code: 803)

RE-DESIGNATION OF DIRECTOR AND

RESIGNATION OF GENERAL MANAGER AND

RESIGNATION OF CHIEF OPERATING OFFICER

The board (the ''Board'') of directors (the ''Director(s)'') of Prosperity International Holdings (H.K.) Limited (the ''Company'') announces that with effect from 18 January 2016, Mr. Wu Likang (''Mr. Wu'') has resigned as the general manager and chief operating officer of the mineral division of the Company and has been re-designated from an executive Director to a non-executive Director of the Company in order to devote more time to his personal business affairs. The biographical details of Mr. Wu are set out below:

Mr. Wu, aged 49, was appointed as an executive Director on 1 February 2014. He holds a bachelor's degree in Ceramic Engineering from the Wuhan University of Technology. Mr. Wu has over 25 years of extensive experience in the building materials productions and logistic development. Prior to joining the Company. Mr. Wu was appointed as an assistant to the general manager in Anhui Conch Cement Company Limited (the ''Conch'', stock code: 0914), the shares of which are traded on The Stock Exchange of Hong Kong Limited (the ''Stock Exchange''), the general manager of Anhui Xuancheng Conch Cement Co., Limited and Ningguo Cement Plant of Conch and the head of the Anhui Conch Construction

Materials Design Institute. Mr. Wu also held several senior positions in Conch, including general manager in the 英德龍山水泥有限責任公司 (Yingde Dragon Mountain Cement Company Limited*) and 英德海螺水泥有限責任公司 (Prosperity Conch Cement Company

Limited*). Mr. Wu joined the Company as a general manager in the cement division in July 2007 until the disposal of the major cement production business to an independent third party in April 2010. Mr. Wu re-joined the Company in July 2012 as the general manager and chief operating officer of the mineral division of the Company.

* for identification purpose only

Save as disclosed above, as at the date of this announcement, Mr. Wu has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years preceding the date of this announcement, nor any other major appointments and professional qualifications nor any other positions with the Company and other members within the Company's group (the ''Group'').

Mr. Wu will be appointed for a term of three years commencing on 18 January 2016. Mr. Wu will be entitled to a director's fee of HK$500,000 per annum (subject to annual review by the Board and the remuneration committee of the Company), which is determined by the remuneration committee of the Company with reference to his job responsibilities and duties within the Group, the Company's performance as well as the prevailing market conditions, and more importantly, the experience that Mr. Wu may bring to the Group.

Mr. Wu will not enter into or propose to enter into any service agreements with the Company or any member of the Group other than contracts expiring or determinable by the employer within one year without payment of compensation (other than statutory compensation). Mr. Wu is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the bye-laws of the Company.

As at the date of this announcement, Mr. Wu does not have any relationship with any Director, senior management or substantial or controlling shareholder (as defined in the Rules Governing the Listing of Securities on The Stock Exchange (the ''Listing Rules'')) of the Company, nor does he have any interests (within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong), in the shares of the Company as at the date hereof.

Save as disclosed above, the Board is not aware of any other matters that need to be brought to the attention of the shareholders of the Company and there is no information to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules in relation to the re- designation of Mr. Wu as a non-executive Director.

Mr. Wu has confirmed that he has no disagreement with the Board and that there is no matter relating to his re-designation that needs to be brought to the attention of the shareholders of the Company. The Board would like to express its sincere gratitude to Mr. Wu for his effort and contributions to the Group during his tenure of the chief operating officer.

The re-designation of Mr. Wu will take effect on 18 January 2016.

By order of the Board

Prosperity International Holdings (H.K.) Limited Wong Ben Koon

Chairman

Hong Kong, 18 January 2016

As at the date of this announcement, the executive directors of the Company are Mr. Wong Ben Koon (Chairman), Dr. Mao Shuzhong (Chief Executive Officer), Ms. Gloria Wong and Mr. Kong Siu Keung; the non-executive director are Mr. Liu Yongshun and Mr. Wu Likang; and the independent non-executive directors are Mr. Chan Kai Nang, Mr. Ma Jianwu, Mr. Yuen Kim Hung, Michael and Mr. Yung Ho.