China Gem : (1) APPOINTMENT OF EXECUTIVE DIRECTOR AND CHAIRMAN OF THE BOARD; (2) CHANGE OF COMPOSITION OF THE NOMINATION COMMITTEE; AND (3) NON COMPLIANCE WITH RULES 3.10, 3.21 AND 3.25 OF THE LISTING RULES

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.

China Gem Holdings Limited 中 國 中 石 控 股 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 1191)

(1) APPOINTMENT OF EXECUTIVE DIRECTOR AND CHAIRMAN OF

THE BOARD;

(2) CHANGE OF COMPOSITION OF THE NOMINATION COMMITTEE ;

AND

(3) NON-COMPLIANCE WITH RULES 3.10, 3.21 AND 3.25 OF THE

LISTING RULES

APPOINTMENT OF EXECUTIVE DIRECTOR AND CHAIRMAN OF THE BOARD

The board (the "Board") of directors (the "Directors") of China Gem Holdings Limited (the "Company") is pleased to announce that Mr. Zhong Ling ("Mr. Zhong") has been appointed as an executive Director and the chairman of the Board (the "Chairman") and with effect from 24 February 2021.

The biographical details of Mr. Zhong are set out as follows:

Mr. Zhong, aged 37, obtained a Bachelor's degree in Accounting from Macquarie University in Australia and a Master's degree in Professional Accounting from Western Sydney University in Australia. Mr. Zhong has extensive experience in accounting and finance. Mr. Zhong used to work as an assistant to the director of the audit department at PricewaterhouseCoopers (Sydney), where he provided assistance to the Director of the audit department in handling daily auditing affairs and participated in the audit work of several large Australian listed companies. Mr. Zhong joined China Gem Financial Group Limited as a director since 2016.

Mr. Zhong has entered into a service agreement with the Company for a term of one year commencing from 24 February 2021 and shall continue thereafter, provided that either the Company or Mr. Zhong may terminate such appointment at any time by giving at least three months' notice in writing to the other. The appointment shall terminate automatically in the event of Mr. Zhong ceasing to be a Director for whatever reason. Mr. Zhong is subject to retirement from office and re-election at the annual general meeting of the Company and vacation of office in accordance with the Bye-laws of the Company. Mr. Zhong is entitled to an emolument as an executive Director of HK$240,000 per annum. Mr. Zhong will also be entitled to receive discretionary bonus. Remuneration of Mr. Zhong is determined by the Board with reference to his background, duties and responsibilities with the Company and the prevailing market situation.

As at the date of this announcement, Mr. Zhong had the following interest in the Company and its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong):

Long position/short position in the shares of the Company (the "Shares")

Number of Shares held	Approximate percentage
Capacity/	in long position (L)/	of the total issued Shares
Nature of Interest	short position (S)
Interest in a controlled	820,092,952 (L)	19.30%
corporation (Note 1)
Interest in a controlled	511,281,872 (S)	12.03%
corporation (Note 1)

(Note 2)

Long position in the shares of the associated corporations

Name directorofName of associated corporation

Zhong Ling

China Gem Financial

Group Limited

China GemGroup

LimitedCapacity Interest in a controlled corporation Beneficial owner

Number of shares heldPercentage of the issued shares of associated corporation

1 100%

1 100%

Notes:

• 1. As at the date of this announcement, the share capital of China Gem Financial Group Limited is wholly-owned by China Gem Group Limited, which in turn is wholly-owned by Mr. Zhong. Accordingly, Mr. Zhong and China Gem Group Limited are deemed to be interested in the 820,092,952 Shares held in long position and 511,281,872 Shares held in short position by China Gem Financial Group Limited.

• 2. These percentages have been compiled based on the total number of issued Shares as at the date of this announcement (i.e. 4,250,013,330 Shares).

Save as disclosed, Mr. Zhong does not have any interests or short positions in the shares or underlying shares in the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong).

Save as disclosed above, as at the date of this announcement, Mr. Zhong (i) has not held any other directorships in any public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; (ii) does not hold any other positions in the Company and its subsidiaries; and (iii) does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders of the Company (as respectively defined in the Listing Rules). Save as disclosed above, there is no other information related to the appointment of Mr. Zhong that needs to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules nor are there other matters that need to be brought to the attention of the shareholders of the Company.

CHANGE OF COMPOSITION OF THE NOMINATION COMMITTEE

The Board announces that with effect from 24 February 2021, Mr. Zhong has been appointed as the chairman of the nomination committee of the Company.

The Board would like to take this opportunity to welcome Mr. Zhong to join the Board.

NON-COMPLIANCE WITH RULES 3.10, 3.21 AND 3.25 OF THE LISTING RULES

Reference is made to the announcements of the Company dated 17 July 2020, 23 October 2020, 11 January 2021, 19 January 2021 and 27 January 2021 in relation to the non-compliance with Rules 3.10, 3.21 and 3.25 of the Rules Governing the Listingof Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") with regard to the composition of the Board. Following the appointment of Mr. Zhong, the composition of the Board still fell below the requirements under Rules 3.10, 3.21 and 3.25 of the Listing Rules.

The Company has been endeavouring to identify suitable candidates to fill the vacancy as soon as practicable, with the relevant appointment to be made within three months pursuant to Rules 3.11, 3.23 and 3.27 of the Listing Rules to meet the requirements under the Listing Rules. The Company will make further announcement(s) as and when appropriate.

By order of the Board

China Gem Holdings Limited

Zhong Ling Executive Director

Hong Kong, 24 February 2021

As at the date of this announcement, the Board comprises Mr. Zhong Ling and Mr. Yan Ping being executive Directors; Mr. Kan Chi Ming being non-executive Director; and Mr. Warren Lee Primhak being independent non-executive Director.