Global Bio chem Technology : Announcements and Notices - Appointment of Director and Change of Composition of Audit Committee, Remuneration Committee, Nomination Committee and Corporate Governance Committee

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GLOBAL BIO-CHEM TECHNOLOGY GROUP COMPANY LIMITED

大 成 生 化 科 技 集 團 有 限 公 司 *

(incorporated in the Cayman Islands with limited liability)

(Stock Code: 00809)

APPOINTMENT OF DIRECTOR AND CHANGE OF COMPOSITION OF AUDIT COMMITTEE, REMUNERATION COMMITTEE, NOMINATION COMMITTEE AND CORPORATE GOVERNANCE COMMITTEE

The Board announces that:

1. Ms. Chiu Lai Ling Shirley has been appointed as an independent non-executive Director and a member of the Audit Committee, a member of the Remuneration Committee, a member of the Nomination Committee and a member of the Corporate Governance Committee;

   
   

2. Ms. Wang Qiu, an executive Director and among others, a member of the Nomination Committee, has been re-designated as the chairman of the Nomination Committee; and

   
   

3. Mr. Ng Kwok Pong, an independent non-executive Director and among others, a member of the Audit Committee, a member of the Corporate Governance Committee and the chairman of the Nomination Committee, has been re-designated as the chairman of the Audit Committee, the chairman of the Corporate Governance Committee, and a member of the Nomination Committee.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board (the "Board") of directors (the "Directors") of Global Bio-chem Technology Group Company Limited (the "Company", together with its subsidiaries, the "Group") is pleased to announce that Ms. Chiu Lai Ling Shirley ("Ms. Chiu") has been appointed as an independent non- executive Director with effect from 16 March 2016.

* for identification purpose only

Ms. Chiu, aged 53, obtained a bachelor of science degree in business administration with accounting option in the United States of America ("USA") in 1986, and became a qualified public accountant in California, the USA in 1989. Ms. Chiu has extensive experience in fields of accounting and finance, and has over 28 years of working experience in the financial industry (corporate finance, securities sales, corporate sales and wealth management). Ms. Chiu commenced her career as a professional accountant in national and international accounting firms in USA and Hong Kong respectively during the period from 1986 to 1993. After that, Ms. Chiu started a new page in her career in the field of corporate finance. From 1997 to 2003, Ms. Chiu held several senior positions in various securities and brokerage firms including Jardine Fleming Securities, JP Morgan Chase & Co. and ING Financial Markets where she gained valuable knowledge in corporate financing, governance and fund raising techniques. From 2003 onwards, Ms. Chiu focused her career development in the field of wealth management responsible for marketing efforts, investment decisions and portfolio management. Ms. Chiu was a director in Citigroup Private Bank focusing in Hong Kong marketing from 2003 to 2005. She also held positions as director and managing director in the Crosby Group entities during the period from 2005 to 2014. Ms. Chiu was a responsible officer for the types 4 and 9 under Securities and Futures Commission during her service at the Crosby Group. From August 2014 to December 2015, Ms. Chiu held several senior positions in various entities in ICBC International, including the managing director of ICBC International Securities Limited and the director of ICBC International Asset Management Limited, in which she was responsible for setting up and managing the wealth management team to serve clients' needs in Hong Kong and China. Ms. Chiu was a responsible officer for the types 1, 4 and 9 under Securities and Futures Commission during her service in ICBC International. Currently Ms. Chiu is an inactive member of the Certified Public Accountant of the California Board of Accountancy.

As at the date of this announcement, Ms. Chiu did not have any interest in the shares or underlying shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). During the three years immediately before her appointment, Ms. Chiu had not held any directorship in other listed public companies in Hong Kong or overseas or any other major appointments and qualifications. Ms. Chiu is not related to any Directors, senior management or substantial or controlling shareholders of the Company.

Ms. Chiu has entered into an appointment letter with the Company for an initial term of two years commencing on 16 March 2016, which shall be renewable automatically for successive terms of one year unless terminated by not less than three months' written notice served by either party at any time during the then existing term. Under the appointment letter, Ms. Chiu shall be paid an annual director's fee of HK$480,000. The director's fee is determined by the Board with reference to her duties, responsibilities, performance and results of the Group.

Save as disclosed above, the Board is not aware of any other matters in relation to the appointment of Ms. Chiu as an independent non-executive Director that needs to be brought to the attention of the shareholders of the Company nor is there any information to be disclosed by the Company pursuant to any of the requirements under the Rule 13.51(2) of the Rules ("Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

CHANGE OF COMPOSITION OF AUDIT COMMITTEE, REMUNERATION COMMITTEE, NOMINATION COMMITTEE AND CORPORATE GOVERNANCE COMMITTEE

The Board announces that following the appointment of Director as announced above, the composition of the audit committee of the Company (the "Audit Committee"), the remuneration committee of the Company (the "Remuneration Committee"), the nomination committee of the Company (the "Nomination Committee") and the corporate governance committee of the Company (the "Corporate Governance Committee") has been changed as follows with effect from 16 March 2016:

1. Ms. Chiu has been appointed as a member of the Audit Committee, a member of the Remuneration Committee, a member of the Nomination Committee, and a member of the Corporate Governance Committee; and

   
   

2. Ms. Wang Qiu, an executive Director and among others, a member of the Nomination Committee, has been re-designated as the chairman of the Nomination Committee; and

   
   

3. Mr. Ng Kwok Pong, an independent non-executive Director and among others, a member of the Audit Committee, a member of the Corporate Governance Committee and the chairman of the Nomination Committee, has been re-designated as the chairman of the Audit Committee, the chairman of the Corporate Governance Committee, and a member of the Nomination Committee.

Following the appointment of Ms. Chiu as an independent non-executive Director and among others, a member of the Audit Committee, the Board comprises nine members including three independent non-executive Directors representing one third of the Board and the Audit Committee has three members, which fulfills the requirements under Rule 3.10(1), 3.10(A) and 3.21 of the Listing Rules.

The Board takes this opportunity to express its warmest welcome to Ms. Chiu to the Board.

An updated list of Directors and their roles and function including the composition of each of the committees of the Board will be made available on the websites of the Stock Exchange and the Company in due course.

By order of the Board

Global Bio-chem Technology Group Company Limited Wang Qiu

Chairman

Hong Kong, 16 March 2016

As at the date of this announcement, the board of Directors comprises four executive Directors, namely, Ms. Wang Qiu, Mr. Wang Jian, Mr. Li Shuguang and Ms. Liu Fang; two non-executive Directors, namely, Mr. Qiu Zhuang and Mr. Xing Lizhu; and three independent non-executive Directors, namely Mr. Ng Kwok Pong, Mr. Yeung Kit Lam and Ms. Chiu Lai Ling Shirley.