BOSHIWA INTERNATIONAL HOLDING LIMITED 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.
BOSHIWA INTERNATIONAL HOLDING LIMITED
(Incorporated in the Cayman Islands with limited liability) (Stock Code: 1698)
RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR, CHAIRMAN AND MEMBER OF REMUNERATION COMMITTEE, MEMBER OF AUDIT COMMITTEE AND NOMINATION COMMITTEE
The board of directors (the "Board") of Boshiwa International Holding Limited (the "Company") announces that Dr. Jiang Chang Jian ( "Dr. Jiang") has tendered his resignation to the Board as an independent non-executive director of the Company with effect from 11 October 2014 due to heavy workload and for devoting more time to his family; Mr. Li Zhi Qiang ( "Mr. Li") has tendered his resignation to the Board as an independent non-executive director of the Company with effect from
13 October 2014 due to heavy workload.
Save as disclosed above, Dr. Jiang and Mr. Li confirm that they have no disagreement with the Board and management and there is no matter relating to their resignations that needs to be brought to the attention of the shareholders of the Company.
The Board would like to take this opportunity to thank Dr. Jiang and Mr. Li for their valuable contributions made to the Company during their tenure of service.
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NON-COMPLIANCE WITH RULE 3.10(1), 3.21, 3.10A AND 3.25 OF THE LISTING RULES
Following the resignation of Dr. Jiang and Mr. Li, the number of the independent non-executive directors, and the members of the audit committee of the Company has fallen below the minimum number required under Rules 3.10(1) and 3.21 of the Rules Governing the Listing of Securities on the Stock Exchange (the ''Listing Rules''). In addition, the composition of the Board only comprises three executive directors and one independent non-executive director. The number of independent non-executive directors on the Board represents less than one-third of the members of the Board as required under Rule 3.10A of the Listing Rules. Furthermore, the remuneration committee comprises one member only, the composition of the remuneration committee is unable to comply with the requirements under Rule 3.25 of the Listing Rules. The Company will seek suitable candidates to fill the vacancies and expects replacements to be appointed within 3 months from 11
October 2014 pursuant to Rules 3.11 and 3.27 of the Listing Rules. The Company will make further announcement as and when appropriate.
By Order of the Board
Chairman
Shanghai, 13 October 2014
As at the date of this announcement, the executive directors are Mr. Zhong Zheng Yong, Ms. Chen Li Ping and Mr. Chen
Pei Qi; and the independent non-executive director is Mr. Chong Cha Hwa.
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