Royal Deluxe : CHANGE OF CHIEF EXECUTIVE OFFICER; CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHANGE OF COMPOSITION OF THE BOARD COMMITTEE

Hong Kong Exchange 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.

ROYAL DELUXE HOLDINGS LIMITED

੿ԳછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 3789)

CHANGE OF CHIEF EXECUTIVE OFFICER; CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR

AND

CHANGE OF COMPOSITION OF THE BOARD COMMITTEE

The Board announces that:

• 1. Mr. Wang Kei Ming has resigned as the CEO with effect from 18 January 2018;

• 2. Ms. Chao Lai Heng has been appointed as the CEO with effect from 18 January 2018;

• 3. Mr. Lam Wai Ho has resigned as an independent non-executive Director, the chairman of the nomination committee, and a member of each of the audit committee and the remuneration committee of the Company with effect from 17 January 2018; and

• 4. Mr. Sio Kam Seng has been appointed as an independent non-executive Director, the chairman of the nomination committee, and a member of each of the audit committee and the remuneration committee of the Company with effect from 17 January 2018.

RESIGNATION OF CHIEF EXECUTIVE OFFICER

The board (the "Board") of directors (the "Directors") of Royal Deluxe Holdings Limited (the "Company") announces that Mr. Wang Kei Ming ("Mr. Wang") has resigned from the position of chief executive officer of the Company ("CEO") with effect from 18 January 2018 so as to comply with the Corporate Governance Code as set out in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"). Mr. Wang will continue to serve the Company as an executive Director and the chairman of Board.

Mr. Wang has confirmed that he does not have any disagreement with the Board and that there are no other matters relating to his resignation as the CEO that needs to be brought to the attention of the shareholders of the Company or The Stock Exchange of Hong Kong Limited (the "Stock Exchange").

The Board wishes to express its appreciation for Mr. Wang's contribution during his term of office as the CEO.

APPOINTMENT OF CHIEF EXECUTIVE OFFICER

Following the resignation of Mr. Wang, the Board is pleased to announce that Ms. Chao Lai Heng ("Ms.

Chao") has been appointed as the CEO with effect from 18 January 2018.

Ms. Chao, aged 51, is the indirect controlling shareholder of the Company. Ms. Chao completed the advanced class of excellent leading* ( ՙ൳ჯኬ৷ॴ޼ࡌफ ) in August 2013 and class of chairman of strategic emerging industries investment* ( ኷ଫ׌อጳପุҳ༟໨ԫڗ৷ॴ޼ࡌफ ) in June 2017 at the School of Continuing Education, Tsinghua University. Prior to joining the Company, Ms. Chao worked for Ming Tai Construction Engineering Company Limited, an indirect wholly-owned subsidiary of the Company, in the position of Manager from 1 September 2012 to 31 December 2015, and was a director of Oi Shun Ming Building Construction Limited from 1 September 2006 to 31 August 2012. Ms. Chao has been a director of Chao Feng Holdings Limited since 1 January 2016, a company that manages various types of industrial, business and real estate investment.

Save as disclosed above, Ms. Chao (i) does not hold any position in the Company or any of its subsidiaries, or have any other major appointments and professional qualifications; and (ii) did not hold any other directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the date of this announcement.

Ms. Chao has entered into a service contract with the Company for a term of three years commencing from 18 January 2018, provided that during the term of appointment, either party may terminate the appointment by giving to the other not less than three months' notice in writing. The remuneration of Ms. Chao in connection with her position as the CEO of the Company is HK$4,800,000 per annum, determined by the remuneration committee of the Company and the Board by reference to her duties and responsibilities with the Company, the remuneration policy of the Company as well as prevailing market rates.

Ms. Chao is the spouse of Mr. Wang, an executive Director, the chairman of the Board and the controlling shareholder of the Company. Accordingly, Ms. Chao is deemed or taken to be, interested in all the shares in which Mr. Wang is interested, i.e. 66.8% of the shareholding of the Company. Save as disclosed above, Ms. Chao does not have any interest or short position in any shares, underlying shares or debentures of the Company or any of its associate corporations within the meaning of Part XV of the Securities and Futures Ordinance ("SFO") (Chapter 571 of the Laws of Hong Kong). She is also the mother of Mr. Wang Yu Hin, an executive Director of the Company. Other than that, she does not have any relationship with any other Directors, senior management, substantial or controlling shareholders of the Company.

Save as disclosed above, there are no other matters concerning Ms. Chao that need to be brought to the attention of the shareholders of the Company nor is there any information relating to Ms. Chao that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

The Board would like to extend its warmest welcome to Ms. Chao for joining the Board.

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board announces that Mr. Lam Wai Ho ("Mr. Lam") has resigned as an independent non-executive Director, the chairman of the nomination committee, and a member of each of the audit committee and the remuneration committee of the Company with effect from 17 January 2018 so as to devote more time to his personal affairs.

Mr. Lam has confirmed that he does not have any disagreement with the Board and there are no other matters relating to his resignation as an independent non-executive Director that needs to be brought to the attention of the shareholders of the Company or the Stock Exchange.

The Board would like to express its sincere gratitude to Mr. Lam for his contributions to the Company during his tenure of directorship.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

On the even date, the Board is pleased to announce that Mr. Sio Kam Seng ("Mr. Sio") has been appointed as an independent non-executive Director, the chairman of the nomination committee, and a member of each of the audit committee and the remuneration committee of the Company with effect from 17 January 2018.

Mr. Sio, aged 59, graduated from The Queen's University of Brighton in 2002 with a Bachelor of Science in Construction Engineering and Management. He obtained a Postgraduate Diploma and a master's degree in Business Administration from the University of Wales in 2005 and 2012, respectively. He is currently a member of the Institute of Certified Management Accountants and the Institute of Public Accountants in Australia, the Society of Environmental Engineers, the Chartered Institute of Building, the Hong Kong Institute of Directors, and the Hong Kong Management Association. He is also a fellow member of Life Management Institute, an associate member of the Chartered Institute of Arbitrator and a senior associate member of Australian and New Zealand Institute of Insurance and Finance.

Mr. Sio has over 20 years of experience in the insurance industry. Prior to joining the Group, he worked at HSBC Insurance Company Limited from 1989 to 1992 and his last position was area manager. He then served in Sime Insurance Brokers (HK) Ltd from 1993 to 1995 with his last position as assistant general manager. He then worked at Man Sang Holdings Inc from 1995 to 1997 and his last position was chief executive officer. He served in Howden Insurance Brokers (HK) Limited from 1998 to 2017 and his last position was chief executive officer. He has been a director of China Metro-Rural Holdings Limited since 2009, a company that develops and operates integrated agricultural logistics platforms and engages in rural-urban migration redevelopment in mainland China. He has also been a deputy chief executive officer of Lockton Companies (Hong Kong) Limited since 1 January 2018, a company that provides risk consulting and insurance broking services.

Mr. Sio has entered into a service contract with the Company for a term of three years commencing from 17 January 2018, provided that at any time during the term of appointment, either party may terminate the appointment by giving to the other not less than three months' notice in writing. He will hold office until the next general meeting of the Company and will retire at that general meeting but will be eligible for re-election pursuant to the memorandum and articles of association of the Company. The remuneration of Mr. Sio in connection with his position as an independent non-executive Director is HK$180,000 per annum, determined by the remuneration committee of the Company and the Board by reference to his duties and responsibilities with the Company, the remuneration policy of the Company as well as prevailing market rates.

As at the date of this announcement, Mr. Sio does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associate corporations within the meaning of Part XV of the SFO (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, Mr. Sio (i) does not hold any position in the Company or any of its subsidiaries, or have any other major appointments and professional qualifications; and (ii) does not have any relationship with any Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company.

Mr. Sio was the chairman and chief executive officer of China Metro-Rural Holdings Limited, a company listed on The New York Stock Exchange that develops and operates integrated agricultural logistics platforms and engages in rural-urban migration redevelopment in mainland China, which privatized in 2016. Other than that, Mr. Sio did not hold any other directorship in any other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the date of this announcement.

Save as disclosed above, there are no other matters concerning Mr. Sio that need to be brought to the attention of the shareholders of the Company nor is there any information relating to Mr. Sio that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

The Board would like to extend its warmest welcome to Mr. Sio for joining the Board.

By order of the Board Royal Deluxe Holdings Limited

Wang Kei Ming Chairman and Executive Director

Hong Kong, 17 January 2018

As at the date of this announcement, the Board comprises Mr. Wang Kei Ming and Mr. Wang Yu Hin as executive Directors; and Mr. Lai Ah Ming Leon, Mr. Kwong Ping Man and Mr. Sio Kam Seng as independent non-executive Directors.

* For identification purposes only