PanAsialum : Announcements and Notices - Change of Chief Executive Officer

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榮陽實業集團有限公司

(incorporated in the Cayman Islands with limited liability)

The board (the "Board") of directors (the "Directors") of PanAsialum Holdings Company
Limited (the "Company", together with its subsidiaries, the "Group") announces that:
(a) Ms. Ng Bonnie Po Ling (吳寶玲) ("Ms. Ng") has resigned as Joint Chief Executive Officer of the Group ("Joint CEO") with effect from 22 April 2015. She will remain as an executive Director and be responsible for investor relations of the Group;
(b) Mr. Liu Hoi Keung (廖開強) ("Mr. Liu") has resigned as Joint CEO with effect from 22
April 2015. He will remain as an executive Director and be responsible for administrative affairs, corporate development and human resources matters of the Group; and
(c) Ms. Shao Liyu (邵麗羽) (formerly known as Ms. Shao Lidan) ("Ms. Shao") has been appointed as Chief Executive Officer of the Group ("CEO") with effect from 22 April
2015 (the "Appointment").
Each of Ms. Ng and Mr. Liu has confirmed that she/he has no disagreement with the Board and there is no matter relating to her/his resignation as Joint CEO 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").
Ms. Shao, aged 46, was first appointed as an executive Director on 18 January 2013. She was subsequently appointed as chairlady of the Board, chairlady of the nomination committee of the Company and a member of the remuneration committee of the Company on 16 December
2014. She has over 22 years of experience in the aluminium fabrication and distribution industry. In 1992, Ms. Shao worked in Guangdong Province Zengcheng Aluminium Alloys Materials Factory, focusing on human resources matters. Since 1997, Ms. Shao has been working on the expansion and diversification of the Group's businesses. Ms. Shao graduated from Zengcheng City Xintang High School in 1986.
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As at the date of this announcement, according to the disclosure of interest information filed by Ms. Shao under Part XV of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong), Ms. Shao is deemed to be interested in 900,000,000 shares of the Company held by Easy Star Holdings Limited, representing 75% of the issued share capital of the Company. Save as disclosed, Ms. Shao has no relationship with any directors, senior management or substantial shareholders of the Company. Other than as a director of the Company, Ms. Shao has not been a director of any other listed companies in the past three years.
There is no service agreement between Ms. Shao and the Company with respect to the Appointment. In addition, no terms have been fixed or proposed for Ms. Shao's length of service under the Appointment and she will not receive any additional remuneration from the Appointment.
There is no other information that needs to be disclosed pursuant to the requirements of Rule
13.51(2) of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") in relation to the Appointment, and there is no other matter relating to the Appointment that needs to be brought to the attention of the Stock Exchange and the Shareholders.
Under code provision A.2.1 of the Corporate Governance Code contained in Appendix 14 to the Listing Rules, the roles of chairman and CEO should be separated and should not be performed by the same individual. As the current development of the Group requires the active involvement of Ms. Shao and needs to make use of her in-depth knowledge and experience in the industry and her familiarity with the operations of the Group, the Board considers that it is appropriate for Ms. Shao to serve both positions at this stage. The Board considers that the Appointment will not impair the balance of power as all major decisions are made in consultation with members of the Board. Nevertheless, the Company will continue to review its operation and will consider making arrangement to meet the requirement of code provision A.2.1 to Appendix 14 of the Listing Rules where necessary.
The Board would like to take this opportunity to thank Ms. Ng and Mr. Liu for their valuable contribution to the Company during their term of service as Joint CEO and expresses its full support to Ms. Shao on her new appointment.
By Order of the Board of

Chairlady and Chief Executive Officer

Hong Kong, 23 April 2015

As at the date of this announcement, our executive directors of the Company are Ms. Shao Liyu (formerly known as Ms. Shao Lidan), Ms. Ng Bonnie Po Ling, Mr. Liu Hoi Keung and Mr. Zhu Hong Tao, and our independent non-executive directors of the Company are Mr. Tsang Wah Kwong, Mr. Cheung Chun Sing Horatio and Mr. Tsang Ming Chit Stanley.

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