China Asia Valley : RESIGNATION OF EXECUTIVE DIRECTOR AND VICE CHAIRMAN AND NON-COMPLIANCE WITH RULES 3.10, 3.11 AND 3.25 OF THE LISTING RULES

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CHINA ASIA VALLEY GROUP LIMITED

中 亞 烯 谷 集 團 有 限 公 司

(formerly known as China Graphene Group Limited)

(Incorporated in Bermuda with limited liability)

(Stock Code: 63)

RESIGNATION OF EXECUTIVE DIRECTOR AND VICE CHAIRMAN

AND

NON-COMPLIANCE WITH RULES 3.10, 3.11 AND 3.25

OF THE LISTING RULES

RESIGNATION OF EXECUTIVE DIRECTOR AND VICE CHAIRMAN

The board (the "Board") of directors (the "Director(s)") of China Asia Valley Group Limited (the "Company", together with its subsidiaries, the "Group") announces that on 30 March 2021, Mr. Zhao Juqun (趙巨群) has tendered his resignation as an executive Director and the vice chairman of the Company with effect from 1 April 2021 due to his other business developments.

Mr. Zhao Juqun 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 Stock Exchange of Hong Kong Limited and the shareholders of the Company.

NON-COMPLIANCE WITH RULES 3.10, 3.11 AND 3.25 OF THE LISTING RULES

Reference is made to the announcements of the Company dated 30 December 2020 and 26 March 2021 (the "Announcements") in relation to amongst others, the resignation of an independent non-executive Director of the Company and the non-compliances with Rules 3.10 and 3.25 of the Listing Rules.

The Company has, since 30 December 2020, not been in compliance with (1) Rule 3.10(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules"), which stipulates that every board of directors of a listed issuer must include at least three independent non-executive directors; and (2) Rule 3.25 of the Listing Rules, which stipulates, amongst others, that an issuer must establish a remuneration committee chaired by an independent non-executive director.

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Following the resignation of Dr. Wong Yun Kuen, the Company has had (i) two independent non- executive Directors, which is below the minimum requirement under Rule 3.10(1) of the Listing Rules; and (ii) three remuneration committee members but the position of chairman thereof is vacant, which is not in compliance with the requirements under Rule 3.25 of the Listing Rules. Subsequently, the Company had taken practicable steps to identify suitable candidates to act as independent non- executive Director for the purpose of complying with the abovementioned Listing Rules requirements, including but not limited to, identifying and shortlisting several individuals as potential candidates to act as independent non-executive Director in accordance with the Company's Director nomination policy; however, due to the COVID - 19 pandemic, the process of confirmation of the appointment of independent non-executive Director was hindered.

As the Company has failed to identify a suitable candidate to act as independent non-executive Director within three months from and the position of chairman of the remuneration committee has been vacant since 30 December 2020, such failure has constituted a breach of Rules 3.10, 3.11 and 3.25 of the Listing Rules.

The Company will use its best endeavours to identify a suitable candidate to act as independent non-executive Director and/or chairman of the remuneration committee of the Company as soon as practicable to meet the relevant requirements under the Listing Rules. The Company will make further announcement as and when appropriate.

By order of the Board

China Asia Valley Group Limited

Huang Binghuang

Chairman

Hong Kong, 30 March 2021

As at the date of this announcement, the Board consists of Mr. Huang Binghuang (Chairman and Chief Executive Officer), Mr. Zhao Juqun (Vice Chairman) and Ms. Xia Ping as executive Directors; Ms. Wang Lijiao as a non-executive Director; and Mr. Lum Pak Sum and Mr. Duan Rihuang as independent non-executive Directors.

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