HKC : RESIGNATION OF CHAIRMAN AND NON-EXECUTIVE DIRECTOR AND APPOINTMENT OF CHAIRMAN

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 Bermuda with limited liability)

(Stock code: 190)

(website : www.hkcholdings.com)

RESIGNATION OF CHAIRMAN AND NON-EXECUTIVE DIRECTOR

AND

APPOINTMENT OF CHAIRMAN

The Board announces that, with effect from 3 December 2019:

1. Mr. OEI Tjie Goan has tendered his resignation as the chairman of the Board and non- executive director of the Company; and
2. Mr. OEI Kang, Eric, the executive director and the chief executive officer of the Company, has been appointed as the chairman of the Board.

RESIGNATION OF THE CHAIRMAN AND NON-EXECUTIVE DIRECTOR

The board of directors (the "Board") of HKC (Holdings) Limited (the "Company", together with its subsidiaries, the "Group") hereby announces that Mr. OEI Tjie Goan has tendered his resignation as the chairman of the Board and non-executive director of the Company with effect from 3 December 2019, as he would like to spend more time on his personal commitment and other business engagement.

Mr. OEI Tjie Goan has confirmed that he has no disagreement with the Board and is not aware of any matter in relation to his resignation that needs to be brought to the attention of the shareholders of the Company.

The Board would like to express its sincere gratitude for the valuable contribution that Mr. OEI Tjie Goan had made to the Company during his term of office. The Board wishes Mr. OEI Tjie Goan every success in his future endeavours.

APPOINTMENT OF THE CHAIRMAN

The Board is pleased to announce the appointment of Mr. OEI Kang, Eric ("Mr. OEI"), the executive director and the chief executive officer of the Company, as the chairman of the Board with effect from 3 December 2019.

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Mr. OEI, aged 49, has been appointed as an Executive Director of the Group since April 2004. He is the Chief Executive Officer and the chairman of the Executive Committee of the Company. Mr. OEI was appointed as a member of the Nomination Committee and the Remuneration Committee of the Company on 20 March 2019. He also holds several directorships in other members of the Group. Mr. OEI was educated in the USA and obtained a Bachelor's Degree in Economics (with a minor in Electrical Engineering) and a Master's Degree in Business Administration. Earlier in his career, Mr. OEI worked with Peregrine Securities Ltd. and PCCW Limited in Hong Kong, the LG Group in Seoul and McKinsey & Co. in Los Angeles, USA. Mr. OEI is a son of Mr. OEI Tjie Goan, the former Chairman of the Board. He is also the sole director and the sole shareholder of Claudio Holdings Limited ("Claudio"), the controlling shareholder of the Company. Mr. OEI is currently an Executive Director, Chairman and Chief Executive Officer of China Renewable Energy Investment Limited, a subsidiary of the Company and the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

Save as disclosed above, Mr. OEI did not hold any other directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years before the date of this announcement and does not have any relationship with any directors, senior management or substantial or controlling shareholders of the Company.

Mr. OEI will not enter into a new service contract following his appointment as the chairman of the Board. The existing service contract between the Company and Mr. OEI will continue to be effective. Mr. OEI is subject to retirement by rotation and re-election at annual general meeting of the Company at least once every three years in accordance with the bye-laws of the Company. Mr. OEI receives a director's fee of HK$175,000.00 per annum (which includes the director's fee of the Company and China Renewable Energy Investment Limited) and a remuneration of approximately HK$12.4 million per annum and discretionary bonuses, which are determined with reference to his experiences and responsibilities with the Group, the remuneration benchmarks in the industry and the prevailing market situation and is in line with the director's fee received by other Executive Directors.

As at the date of this announcement and save as disclosed herein, Mr. OEI has (1) a joint interest in 11,154,987 shares of the Company ("Shares") jointly held with his wife, Mrs. OEI Valonia Lau; and (2) a corporate interest in (i) 203,445,407 Shares held by Creator Holdings Limited ("Creator"); (ii) 143,212,531 Shares held by Genesis Capital Group Limited ("Genesis"); and (iii) 17,267,000 Shares held by Great Nation International Limited (via its wholly-owned subsidiary, Genesis Ventures Limited), a company owned as to 50% by Mr. OEI and as to the remaining 50% by his wife, Mrs. OEI Valonia Lau. Both Creator and Genesis are wholly-owned by Claudio, a company wholly-owned by Mr. OEI.

Mr. OEI was a director of China Galaxy Holdings Limited ("China Galaxy") for the period from 14 November 2007 to 3 April 2009. China Galaxy was an investment holding company incorporated in Hong Kong and was a former subsidiary of the Company until 3 April 2009. After his ceasing to act as one of its directors, a letter from the provisional liquidators (as appointed by the Official Receiver's Office) was received by Mr. OEI on 17 August 2009, stating that a winding up order had been made against China Galaxy on 12 August 2009. According to Mr. OEI, he has no knowledge as to the amount involved in the compulsory winding up proceedings of China Galaxy. Based on the publicly available information, China Galaxy has been dissolved by compulsory winding up on 13 May 2016.

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Save as disclosed above, Mr. OEI does not have any other interest in any Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). There are no other matters related to the appointment of Mr. OEI that need to be brought to the attention of the shareholders of the Company and there is no other information which is required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on the Stock Exchange.

As Mr. OEI is appointed as both the chairman of the Board and the chief executive officer of the Company, such practice deviates from code provision A.2.1 of the Corporate Governance Code as set out in Appendix 14 to the Listing Rules. The Board believes that vesting the roles of both the chairman and the chief executive officer in the same person can facilitate execution of the Group's strategies and boost effectiveness of its operation. In addition, the Board comprises of directors with diverse background and experience, and it is appropriately structured to provide sufficient checks and balances to protect the interests of the Company and the shareholders as a whole.

By order of the Board

HKC (HOLDINGS) LIMITED

OEI Kang, Eric

Chairman and Chief Executive Officer

Hong Kong, 4 December 2019

As at the date of this announcement, the Board comprises seven directors, of which Mr. OEI Kang, Eric, Mr. LEE Shiu Yee, Daniel, Mr. WONG Jake Leong, Sammy and Mr. LEUNG Wing Sum, Samuel are executive directors; and Mr. CHUNG Cho Yee, Mico, Mr. CHENG Yuk Wo and Mr. Albert Thomas DA ROSA, Junior are independent non-executive directors.

• For identification purposes only

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