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.

Ko Yo Chemical (Group) Limited

玖 源 化 工(集 團)有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 00827)
  1. CHANGE OF CHAIRMAN
  2. RESIGNATION OF VICE CHAIRMEN
  3. CHANGES IN BOARD AND COMMITTEES COMPOSITION
  4. APPOINTMENT OF CHIEF EXECUTIVE OFFICER AND
  5. CHANGE OF AUTHORISED REPRESENTATIVE

The Board announces that with effect from 15 January 2017:

  1. Mr. Li Weiruo will resign as the chairman of the Board;

  2. Messrs. Yuan Bai and Zhang Fubo will resign as vice chairmen of the Board;

  3. Ms. Chi Chuan will resign as an executive Director, a member of the Remuneration Committee and the compliance officer of the Company;

  4. Ms. Man Au Vivian will resign as an executive Director and an Authorised Representative;

  5. Mr. Li Ciping will resign as an executive Director;

  6. Mr. Woo Che-Wor, Alex will resign as an independent non-executive Director, a member of Nomination Committee and the chairman and a member of the Audit Committee;

  1. Mr. Sun Tongchuan will resign as an independent non-executive Director, a member of Audit Committee, a member of the Remuneration Committee and the chairman and a member of the Nomination Committee;

  2. Mr. Yuan Bai will be appointed as the Chief Executive Officer;

  3. Mr. Wu Tianran will be appointed as an executive Director, the chairman of the Board and an Authorised Representative;

  4. Mr. Wan Congxin will be appointed as an executive Director and the compliance officer of the Company;

  5. Mr. Ge Jun will be appointed as an independent non-executive Director, the chairman and a member of the Nomination Committee, a member of the Audit Committee and a member of the Remuneration Committee;

  6. Mr. Shi Lei will be appointed as an independent non-executive Director, the chairman and a member of the Audit Committee, a member of the Remuneration Committee and a member of the Nomination Committee; and

  7. Mr. Zhang Fubo will be appointed as a member of the Audit Committee.

CHANGE OF CHAIRMAN OF THE BOARD

The board (the "Board") of directors (the "Directors") of Ko Yo Chemical (Group) Limited (the "Company" together with its subsidiaries, the "Group") announces that Mr. Li Weiruo ("Mr. Li"), an executive Director and the chairman of the Board, has tendered his resignation as the chairman of the Board with effect from 15 January 2017 due to change in the management structure of the Company. Mr. Li will remain as an executive Director of the Company. Mr. Li confirmed that he has no disagreement with the Board and there is no other matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company (the "Shareholders") and The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

Following the resignation of Mr. Li, Mr. Wu Tianran ("Mr. Wu") will be appointed as the chairman of the Board with effect from 15 January 2017.

RESIGNATION OF VICE CHAIRMEN OF THE BOARD

The Board announces that in line with the change in the management structure of the Company, Mr. Yuan Bai ("Mr. Yuan") and Mr. Zhang Fubo ("Mr. Zhang") will resign as vice chairmen of the Board, with effect from 15 January 2017.

Following the resignation of Messrs. Yuan and Zhang as vice chairmen of the Board with effect from 15 January 2017, there will be no vice chairman of the Board.

CHANGES IN BOARD AND COMMITTEES COMPOSITION

Resignation of Directors

The Board announces that due to the change in the management structure of the Company, with effect from 15 January 2017:

  1. Ms. Chi Chuan ("Ms. Chi") will resign as an executive Director, a member of the remuneration committee of the Board (the "Remuneration Committee") and the compliance officer of the Company, and will continue to serve as a vice president of the Group;

  2. Ms. Man Au Vivian ("Ms. Man") will resign as an executive Director and one of the authorised representatives of the Company (the "Authorised Representative") under Rule 3.05 of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules"), and will continue to serve as a general manager of Ko Yo Development Company Limited and a director of various subsidiaries of the Group. Please refer to the section headed "Change of Authorised Representative" for further details;

  3. Mr. Li Ciping will resign as an executive Director, and will continue to serve as an executive vice president of the Group;

  4. Mr. Woo Che-Wor, Alex ("Mr. Woo") will resign as an independent non-executive Director, a member of the nomination committee of the Board (the "Nomination Committee") and the chairman and a member of the audit committee of the Board (the "Audit Committee"); and

  5. Mr. Sun Tongchuan ("Mr. Sun") will resign as an independent non-executive Director, a member of the Audit Committee, a member of the Remuneration Committee and the chairman and a member of the Nomination Committee.

Each of Ms. Chi, Ms. Man, Mr. Li Ciping, Mr. Woo and Mr. Sun has confirmed that

(i) he/she has no claims against the Company in respect of his/her resignation; (ii) he/she has no disagreement with the Board; and (iii) there is no matter in relation to his/her resignation that needs to be brought to the attention of the Shareholders and the Stock Exchange.

Following their resignation as set out above, Ms. Chi, Ms. Man and Mr. Li Ciping will continue to remain with the Group and contribute to the Group.

Appointment of Directors

The Board is pleased to announce that with effect from 15 January 2017:

  1. Mr. Wu will be appointed as an executive Director, the chairman of the Board and an Authorised Representative. In relation to the appointment of an Authorised Representative, please refer to the section headed "Change of Authorised Representative" for further details;

  2. Mr. Wan Congxin ("Mr. Wan") will be appointed as an executive Director and the compliance officer of the Company;

  3. Mr. Ge Jun ("Mr. Ge") will be appointed as an independent non-executive Director, the chairman and a member of the Nomination Committee, a member of the Audit Committee and a member of the Remuneration Committee; and

  4. Mr. Shi Lei ("Mr. Shi") will be appointed as an independent non-executive Director, the chairman and a member of the Audit Committee, a member of the Remuneration Committee and a member of the Nomination Committee.

The biographical details of Mr. Wu is set out below.

Mr. Wu, aged 60, obtained his doctorate degree in economics from the Southwestern University of Finance and Economics in 1990. He became a post-doctorate researcher at Zhejiang Agricultural University between 1991 and 1993 and at Fudan University between 1994 and 1996. From 1997 to 1998, Mr. Wu served as a researcher at the Shenzhen Stock Exchange. From 1999 to 2000, Mr. Wu served as the general manager at Shanghai Pudong Science and Technology Investment Co. Ltd. From 2001 to 2006, Mr. Wu served as the deputy general manager (operations) at Zhongtai Trust Co. Ltd. From 2007 to October 2016, Mr. Wu served as a secretary at Dacheng Fund Co. Ltd.

Mr. Wu is expected to enter into a service contract with the Company for a term of three years with effect from 15 January 2017 and is subject to retirement from office and re-election at the next annual general meeting of the Company and to subsequent retirement and re-election at least once every three years in accordance with the articles of association of the Company. The remuneration of Mr. Wu will be determined by the Remuneration Committee and approved by the Board with reference to the prevailing market conditions, his experience, duties and responsibilities with the Company.

Ko Yo Chemical (Group) Ltd. published this content on 15 January 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 15 January 2017 13:35:05 UTC.

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