Zhongchang International Ld : CHANGE OF EXECUTIVE DIRECTOR AND MEMBER OF EXECUTIVE COMMITTEE CHANGE OF CHIEF FINANCIAL OFFICER REDESIGNATION OF CHIEF EXECUTIVE OFFICER

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ZHONGCHANG INTERNATIONAL HOLDINGS GROUP LIMITED

中 昌 國 際 控 股 集 團 有 限 公 司

(incorporated in Bermuda with limited liability)

(Stock code: 859)

CHANGE OF EXECUTIVE DIRECTOR AND MEMBER OF

EXECUTIVE COMMITTEE

CHANGE OF CHIEF FINANCIAL OFFICER

REDESIGNATION OF CHIEF EXECUTIVE OFFICER

The board (the "Board") of directors (the "Directors") of Zhongchang International Holdings Group Limited (the "Company", together with its subsidiaries, the "Group") announces that,

1. Mr. Pan Gongcheng has tendered his resignation as an executive Director and a member of the executive committee of the Company ("Executive Committee") with effect from 30 September 2019;
2. Mr. Pi Minjie has been appointed as an executive Director and a member of the Executive Committee with effect from 30 September 2019;
3. Mr. Chen Zhoufeng has tendered his resignation as the deputy chief executive officer and chief financial officer of the Company ("CFO") with effect from 30 September 2019; and Mr. Suen Kin Wai has been appointed as the CFO with effect from 30 September 2019; and
4. Mr. Fan Xuerui has been re-designated from chief operating officer of the Company as the chief executive officer of the Company ("CEO") with effect from 30 September 2019.

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RESIGNATION OF EXECUTIVE DIRECTOR AND MEMBER OF EXECUTIVE COMMITTEE

Mr. Pan Gongcheng ("Mr. Pan") has resigned as an executive Director and a member of the Executive Committee due to his personal work allocation. He has confirmed that he has no disagreement with the Board and there are no matters relating to his resignation that need to be brought to the attention of the shareholders of the Company.

The Board would like to express its gratitude to Mr. Pan for his leadership, diligence and contributions to the Company during his tenure of service.

APPOINTMENT OF EXECUTIVE DIRECTOR AND MEMBER OF EXECUTIVE COMMITTEE

Mr. Pi Minjie ("Mr. Pi") has been appointed as an executive Director and a member of the Executive Committee of the Company with effect from 30 September 2019.

Mr. Pi, aged 30, has solid experience in real estate industry, especially in strategic planning. He joined Shanghai Sansheng Hongye Investment (Group) Company Limited ("Shanghai Sansheng"), the indirect holding company of the Company, in 2012 and has served in various departments related to real estate investment and administration.

Mr. Pi joined the Group since August 2018 and held directorships with several wholly-owned subsidiaries of the Company since June 2019. He will be promoted as deputy general manager with effect from 30 September 2019 and is currently entitled to a monthly salary of approximately HK$43,000. He has not held any other directorships in any other listed public companies in Hong Kong or overseas in the last three years preceding the date of this announcement. Mr. Pi obtained a bachelor's degree in structural engineering management from 北京大學 (Beijing University) in 2012.

Mr. Pi has entered into a Director's service contract with Company for his role as an executive Director for an initial term of three years from 30 September 2019 to 29 September 2022 (both dates inclusive). Pursuant to the contract, Mr. Pi will not receive any remuneration (other than the monthly salary disclosed above) upon his appointment and his future remunerations will be subject to review by the remuneration committee of the Company.

Mr. Pi is subject to re-election or retirement by rotation pursuant to the bye-laws of the Company. Save as disclosed above, (i) Mr. Pi does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (ii) Mr. Pi does not have any relationships with any directors, senior management, substantial and controlling shareholders of the Company; (iii) there is no more information relating to the appointment of Mr. Pi that should be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited; and

1. there are no other matters that need to be brought to the attention of the shareholders of the Company.

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CHANGE OF CHIEF FINANCIAL OFFICER

Mr. Chen Zhoufeng ("Mr. Chen") has tendered his resignation as the deputy chief executive officer and CFO with effect from 30 September 2019.

Mr. Chen has confirmed that he has no disagreement with the Board. He and the Board are not aware of any matter with respect to his resignation that needs to be brought to the attention of the shareholders of the Company.

The Board would like to express its gratitude to Mr. Chen for his leadership, diligence and contributions to the Company during his tenure of service.

The Board also announces that Mr. Suen Kin Wai ("Mr. Suen"), who joined the Group as the assistant financial controller since June 2019, will be promoted and appointed as the CFO with effect from 30 September 2019. Mr. Suen obtained a Bachelor Degree of Business Administration in Accounting and Finance from the University of Hong Kong in 2006. Mr. Suen is a member of the Hong Kong Institute of Certified Public Accountants. Prior to joining the Company, Mr. Suen had worked for several audit firms and held management position in several main board listed companies in Hong Kong.

REDESIGNATION OF CHIEF EXECUTIVE OFFICER

The Board announces that Mr. Fan Xuerui ("Mr. Fan") will be re-designated from the chief operating officer of the Company as the CEO and entitled to a monthly salary of HK$98,000 and salary tax payable with effect from 30 September 2019.

Mr. Fan, aged 31, was appointed as an executive Director with effect from 12 January 2018 and he was appointed as a member of each of the nomination committee, the remuneration committee and the Executive Committee of the Company on 2 February 2018. Mr. Fan was also appointed as the chief operating officer of the Company with effect from 1 November 2018 and further appointed by the Board as the Chairman and the chairman of the Executive committee on 23 August 2019. Currently, Mr. Fan is also the directors of all wholly-owned subsidiaries of the Company incorporated in Hong Kong and the British Virgin Islands as well as the Cayman Island.

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As at the date of announcement, in his capacity as an executive Director, Mr. Fan has entered into a service contract with the Company for an initial term of three years from 12 January 2018 to 11 January 2021 (both dates inclusive). Mr. Fan has not received any remuneration for acting as an executive Director and his future remunerations would be subject to the review by the remuneration committee of the Company by reference to his duties, responsibilities and experience, as well as the Company's remuneration policy and market benchmark. Mr. Fan is subject to re-election or retirement by rotation pursuant to the bye-laws of the Company.

DEVIATION FROM THE CORPORATE GOVERNANCE CODE

Code provision A.2.1 of the Corporate Governance Code as set out in Appendix 14 of the Listing Rules states that the roles of chairman and chief executive officer should be separate and should not be performed by the same individual. Whilst Mr. Fan will serve both the Chairman and the CEO, which practice deviates from the code provision A.2.1, the Board believe that with the support of the management, vesting the roles of both Chairman and the CEO in Mr. Fan, can facilitate the execution of the Group's business strategies and enhance the effectiveness of its operation. Further, the Board considered that the current structure will not impair the balance of power and authority between the Board and the management of the Group as the Board, which comprises experienced and high calibre individuals who met regularly to discuss issues pertaining to the operations of the Company, assumes collective responsibility on the decision making process of the Company's business strategies and operation.

By Order of the Board

Zhongchang International Holdings Group Limited

Fan Xuerui

Chairman

Hong Kong, 30 September 2019

As at the date of this announcement, the Board comprises Mr. Fan Xuerui (Chairman), Mr. Pi Minji, Mr. Sun Meng and Ms. Li Guang as executive Directors; Mr. Wang Xin as a non-executive Director and Mr. Hung Ka Hai Clement, Mr. Liew Fui Kiang and Mr. Wong Sai Tat as independent non-executive Directors.

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