China Saite : Announcements and Notices - Change of Independent Non-executive Director; Appointment of New Executive Directors; and Changes of Chairman and Member of Audit Committee and Member of Remuneration Committee

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CHINA SAITE GROUP COMPANY LIMITED

中 國 賽 特 集 團 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 153)

CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR;

APPOINTMENT OF NEW EXECUTIVE DIRECTORS;

AND

CHANGES OF CHAIRMAN AND MEMBER OF AUDIT COMMITTEE AND

MEMBER OF REMUNERATION COMMITTEE

CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board announces that Mr. Luk Chi Shing (''Mr. Luk'') has resigned as an independent non-executive Director of the Company with effect from 5 July 2019.

The Board further announces that Mr. Yan Hualin has been appointed as an independent non-executive Director of the Company with effect from 8 July 2019.

APPOINTMENT OF NEW EXECUTIVE DIRECTORS

The Board announces that Mr. Liu Zhibo and Mr. Hua Gang have been appointed as executive Directors of the Company with effect from 8 July 2019.

CHANGES OF CHAIRMAN AND MEMBER OF AUDIT COMMITTEE AND MEMBER OF REMUNERATION COMMITTEE

The Board further announces that Mr. Luk ceased to act as the chairman and a member of the Audit Committee and a member of the Remuneration Committee of the Company with effect from 5 July 2019 while Mr. Yan has been appointed as the chairman and a member of the Audit Committee and a member of the Remuneration Committee of the Company in replacement of Mr. Luk with effect from 8 July 2019.

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CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board (the ''Board'') of directors (the ''Director(s)'') of China Saite Group Company Limited (the ''Company'', together with its subsidiaries, collectively the ''Group'') hereby announces that Mr. Luk Chi Shing (''Mr. Luk'') has resigned as an independent non- executive Director with effect from 5 July 2019, in order to pursue his personal business.

Mr. Luk has confirmed that he has no disagreement with the Board and there is no matter in relation to his resignation that needs to be brought to the attention of the shareholders of the Company.

Mr. Yan Hualin - Independent Non-executive Director

Mr. Yan Hualin (''Mr. Yan'') has been appointed as an independent non-executive Director with effect from 8 July 2019. The biographical details of Mr. Yan are set out as follows:

Mr. Yan Hualin (''Mr. Yan''), aged 61, worked at the People's Bank of Jiangsu Province (江蘇省人民銀行) from January 1980 to March 1980. From April 1980 to July 2002, he worked at Jiangsu Bank School* (江蘇銀行學校) and Nanjing Higher Finance College* (南 京金融高等專科學校), being engaged in teaching students in finance, accounting and other majors. At the same time, Mr. Yan served as director of Accounting and Statistics Department at Jiangsu Bank School, deputy director of the Finance Department and director (director level) of the Accounting Department at Nanjing Higher Finance College. From August 2002 to February 2018, Mr. Yan worked at Nanjing Audit Institute (renamed as Nanjing Audit University in 2015), being engaged in teaching students in finance, accounting, financial management, auditing and other majors; at the same time, Mr. Yan also served as the secretary to the Chief Party Committee of Accounting School, director of Finance Department, head of Audit Department and other roles at Nanjing Audit Institute. From March 2004 to June 2019, Mr. Yan served as independent directors and external supervisors of seven rural commercial banks, such as Jiangyan Rural Commercial Bank* (姜 堰農村商業銀行), Siyang Rural Commercial Bank* (泗陽農村商業銀行), Jingjiang Rural Commercial Bank* (靖江農商銀行) and Yangzhou Rural Commercial Bank* (揚州農商銀 行). From February 1978 to December 1979, Mr. Yan studied at Jiangsu Bank School (full- time education), majoring in banking and obtained his diploma; From September 1983 to June 1985, Mr. Yan studied at Shaanxi University of Finance and Economics* (陝西財經學 院) (currently known as Xi'an Jiaotong University) (full-time education), majoring in finance and obtained his diploma; From September 1991 to June 1993, Mr. Yan studied at Shaanxi University of Finance and Economics* (currently known as Xi'an Jiaotong University) (full-time education), majoring in finance and obtained his diploma; From September 1997 to July 1999, Mr. Yan attended the postgraduate course in economic management of the School of Economics and Trade at Nanjing Agricultural University (on- the-job education) and obtained the certificate of completion. Mr. Yan holds a bachelor's degree in finance from Shaanxi University of Finance and Economics* (currently known as Xi'an Jiaotong University). He was qualified as an associate professor and chief accountant.

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Mr. Yan will enter into a letter of appointment with the Company and his initial term of appointment will be one year commencing on 8 July 2019 until the next general meeting of the Company. Mr. Yan's appointment is subject to retirement by rotation at least once every three years and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company (''Articles of Association''). Subject to the Articles of Association, the appointment can be terminated by either party by serving not less than one-month's written notice to the other party. Under the letter of appointment, Mr. Yan will receive a remuneration of HK$20,000 per month and such other fringe benefits as the Board shall in its absolute discretion deem appropriate.

The remuneration of Mr. Yan has been reviewed by the remuneration committee of the Company (the ''Remuneration Committee'') and was determined by the Board with reference to the prevailing market conditions, and the qualifications, experience, duties and responsibilities of Mr. Yan with the Company. The remuneration of Mr. Yan is subject to review by the Board from time to time pursuant to the power conferred on it at the annual general meeting of the Company.

As at the date of this announcement, save as disclosed above, Mr. Yan confirms that (i) he does not have any relationship with any Directors, senior management, substantial shareholders, or controlling shareholders of the Company; (ii) he 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); (iii) he does not hold other positions with the Company or other members of the Group; and (iv) he does not hold any directorship in the last three years in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Yan has confirmed that he is not aware of any other matter in relation to his appointment that needs to be brought to the attention of the shareholders of the Company, and, save as disclosed in this announcement, there is no other information which is required to be disclosed pursuant to the requirements under Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

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APPOINTMENT OF NEW EXECUTIVE DIRECTORS

The Board hereby announces that Mr. Liu Zhibo (''Mr. Liu'') and Mr. Hua Gang (''Mr. Hua'') have been appointed as executive Directors with effect from 8 July 2019. The biographical details of each of Mr. Liu and Mr. Hua are set out as follows:

Mr. Liu Zhibo - Executive Director

Mr. Liu Zhibo (''Mr. Liu''), aged 55, has been appointed as an executive Director of the Company with effect from 8 July 2019. He currently serves as chairman of Shanghai Yulin Asset Management Co., Ltd* (上海宇霖資產管理有限公司). Prior to this, Mr. Liu served as teacher at Suzhou University from 1986 to 1988; secretary and deputy office director of Jiangyan Agricultural Bank of Jiangsu Province* (江蘇姜堰農業銀行) from 1989 to 1995; deputy director and director of Jiangyan Rural Credit Cooperative Association of Jiangsu Province* (江蘇姜堰農村信用合作聯社) from 1996 to 2002; and director of Technology Department and office director of Jiangsu Credit Cooperative Association* (江蘇省信用合作 聯社) from 2003 to 2010. Mr. Liu holds a master's degree of Business Management (企業管 理) from 南京工業大學 in 2009.

Mr. Liu will enter into a service agreement with the Company for a term of three years commencing from 8 July 2019 subject to termination by not less than three months' notice in writing served by either party on the other and is subject to retirement by rotation and reelection at the annual general meeting of the Company in accordance with the Articles of Association. Under the service agreement, the annual basic salary of Mr. Liu is HK$240,000 (subject to an annual increment at the discretion of the Directors of not more than 10% of the annual salary immediately prior to such increase). In addition, Mr. Liu is also entitled to a discretionary management bonus provided that the aggregate amount of the bonuses payable to all the executive Directors for any financial year of the Company may not exceed 5% of the audited combined or consolidated audited net profit of the Group (after taxation and minority interests and payment of such bonuses but before extraordinary items) in respect of that financial year of the Company.

The remuneration of Mr. Liu has been reviewed by the Remuneration Committee and was determined by the Board with reference to the prevailing market conditions, and the qualifications, experience, duties and responsibilities of Mr. Liu with the Company. The remuneration of Mr. Liu is subject to review by the Board from time to time pursuant to the power conferred on it at the annual general meeting of the Company.

As at the date of this announcement, save as disclosed above, Mr. Liu confirms that (i) he does not have any relationship with any Directors, senior management, substantial shareholders, or controlling shareholders of the Company; (ii) he 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); (iii) he does not hold other positions with the Company or other members of the Group; and (iv) he does not hold any directorship in the last three years in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Liu has confirmed that he is not aware of any other matter in relation to his appointment that needs to be brought to the attention of the shareholders of the Company, and, save as disclosed in this announcement, there is no other information which is required to be disclosed pursuant to the requirements under Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

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Mr. Hua Gang - Executive Director

Mr. Hua Gang (''Mr. Hua''), aged 42, has been appointed as an executive Director of the Company with effect from 8 July 2019. He has been serving as deputy general manager of Jiangsu Kaimeng Investments Co., Ltd. (江蘇凱盟投資有限公司) since March 2011. From May 2008 to February 2011, Mr. Hua served as finance manager of Shimao Group (世茂集 團) and Taizhou Shimao New City Real Estate Development Co., Ltd. (泰州世茂新城房地產 開發有限公司). and as project manager of Taizhou Xingrui Certified Public Accountants Co., Ltd. (泰州興瑞會計師事務所). From April 2003 to May 2008, Mr. Hua served as general accountant of Jiangsu Fangyuan Construction Engineering Co., Ltd. (江蘇方圓建築 工程有限公司). He obtained a bachelor's degree in accountancy from Nanjing University of Finance and Economics. Mr. Hua holds the senior accountant technical title and the certified public accountant qualification.

Mr. Hua will enter into a service agreement with the Company for a term of three years commencing from 8 July 2019 subject to termination by not less than three months' notice in writing served by either party on the other and is subject to retirement by rotation and reelection at the annual general meeting of the Company in accordance with the Articles of Association. Under the service agreement, the annual basic salary of Mr. Hua is HK$240,000 (subject to an annual increment at the discretion of the Directors of not more than 10% of the annual salary immediately prior to such increase). In addition, Mr. Hua is also entitled to a discretionary management bonus provided that the aggregate amount of the bonuses payable to all the executive Directors for any financial year of the Company may not exceed 5% of the audited combined or consolidated audited net profit of the Group (after taxation and minority interests and payment of such bonuses but before extraordinary items) in respect of that financial year of the Company.

The remuneration of Mr. Hua has been reviewed by the Remuneration Committee and was determined by the Board with reference to the prevailing market conditions, and the qualifications, experience, duties and responsibilities of Mr. Hua with the Company. The remuneration of Mr. Hua is subject to review by the Board from time to time pursuant to the power conferred on it at the annual general meeting of the Company.

As at the date of this announcement, save as disclosed above, Mr. Hua confirms that (i) he does not have any relationship with any Directors, senior management, substantial shareholders, or controlling shareholders of the Company; (ii) he 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); (iii) he does not hold other positions with the Company or other members of the Group; and (iv) he does not hold any directorship in the last three years in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

Mr. Hua has confirmed that he is not aware of any other matter in relation to his appointment that needs to be brought to the attention of the shareholders of the Company, and, save as disclosed in this announcement, there is no other information which is required to be disclosed pursuant to the requirements under Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited.

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