China Energy Development : Announcements and Notices - Re-designation of Director, Appointment of Chairman and Non-compliance of the Listing Rules

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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.

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 228)

RE-DESIGNATION OF DIRECTOR, APPOINTMENT OF CHAIRMAN AND NON-COMPLIANCE OF THE LISTING RULES

RE-DESIGNATION OF DIRECTOR AND APPOINTMENT OF CHAIRMAN

The board (the "Board") of directors (the "Directors") of China Energy Development Holdings Limited (the "Company" and together with its subsidiaries, the "Group") wishes to announce that on 25 January 2016, the Board resolved that:

1. Mr. Wang Yongguang ("Mr. Wang") was re-designated as a non-executive Director with immediate effect; and

   
   

2. Mr. Wang was appointed the Chairman of the Company with immediate effect.

MR. WANG

Mr. Wang, aged 58, graduated from the Shengli Oilfield Staff University specializing in Petroleum Geology. He has more than 32 years of work experience in petroleum industry. He acted as Shengli Oilfield Dongxin Oil Production Plant operating brigade deputy commander, the chief of technical supervision and the officer of technical quality and safety supervision center. Mr. Wang was appointed an independent non- executive Director on 23 November 2012 and was re-designated as a non-executive Director with effect from 25 January 2016.

There is no service contract and fixed term of service between Mr. Wang and the Company. Mr. Wang will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Company' Articles of Association. The remuneration of Mr. Wang is HK$180,000 per annum, which was determined by the remuneration committee and the Board with reference to his duties and responsibilities as well as the prevailing market rates.

* For identification purposes only

Mr. Wang does not hold any position with the Company and other members of the Group immediately before his present re-designation and did not hold any directorship in other public listed companies in the past three years.

Mr. Wang does not have any relationships with any directors, senior management or substantial or controlling shareholders of the Company. As of the date of this announcement, Mr. Wang does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Future Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, there is no other information relating to Mr. Wang that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") and there is no other matter that needs to be brought to the attention of the shareholders of the Company and the Stock Exchange in relation to the appointment of Mr. Wang.

NON-COMPLIANCE OF THE LISTING RULES REGARDING THE MINIMUM NUMBER OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND THE MEMBERSHIP OF COMMITTEES

Due to Mr. Wang's present re-designation, (i) the number of independent non-executive Directors has fallen below the minimum number of three as required under Rule 3.10(1) of the Listing Rules; (ii) the audit committee of the Company does not have a majority membership comprising independent non-executive Directors as required under Rule

3.21 of the Listing Rules; and (iii) the remuneration committee of the Company does not have a majority membership comprising independent non-executive Directors as required under Rule 3.25 of the Listing Rules. The Company will identify suitable candidate to fill the vacancy in the Board within three months after failing to meet such requirements. Further announcement will be made in relation to the appointment when it materializes.

By Order of the Board

China Energy Development Holdings Limited Wang Yongguang

Chairman

Hong Kong, 25 January 2016

As at the date of this announcement, the Board comprises Mr. Zhao Guoqiang (Chief Executive Officer and alternate director to Mr. Wang Yongguang and Dr. Gu Quan Rong) and Mr. Chui Kwong Kau as executive directors; Mr. Wang Yongguang (Chairman) and Dr. Gu Quan Rong as non-executive directors; and Mr. Fu Wing Kwok, Ewing and Mr. Zong Ketao as independent non-executive directors.