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.

Steering Holdings Limited

旭 通 控 股 有 限 公 司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 1826)

    1. APPOINTMENT OF EXECUTIVE DIRECTOR;
      1. APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND CHANGE OF

    COMPOSITION OF THE AUDIT COMMITTEE,

    NOMINATION COMMITTEE AND REMUNERATION COMMITTEE;

  1. APPOINTMENT OF AUTHORIZED REPRESENTATIVES; AND
    1. COMPLIANCE WITH THE LISTING RULES

The board (the ''Board'') of directors (the ''Directors'') of Steering Holdings Limited (the ''Company'', together with its subsidiaries, the ''Group'') is pleased to announce that:

  1. Ms. Chang Liang () (''Ms. Chang'') has been appointed as an executive Director of the Company with effect from 5 May 2021;
  2. Mr. Hao Lijun (立軍) (''Mr. Hao'') has been appointed as an independent non- executive Director, member of the audit committee, the remuneration committee and the nomination committee of the Company with effect from 5 May 2021;
  3. Mr. Wong Chi Shing (智成) (''Mr. Wong'') has been appointed as an independent non-executive Director, the chairman of the audit committee of the Company, a member of remuneration committee and the nomination committee of the Company with effect from 5 May 2021;
  4. Mr. Yu Xiaogeng (禹曉耕) (''Mr. Yu'') has been appointed as an independent non- executive Director, the chairman of the remuneration committee of the Company, a member of audit committee and the nomination committee of the Company with effect from 5 May 2021;
  5. Ms. Feng Xuelian () (''Ms. Feng'') has been appointed as an Authorized Representative of Company with effect from 3 May 2021; and

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  1. Mr. Gao Yunhong (高雲紅) (''Mr. Gao'') has been appointed as an Authorized Representative of the Company with effect from 5 May 2021.

APPOINTMENT OF EXECUTIVE DIRECTOR

Ms. Chang Liang () (''Ms. Chang'') has been appointed as an executive Director of the Company with effect from 5 May 2021.

The biography of Ms. Chang is set out below.

Ms. Chang, aged 42, has been the chief executive officer of both Lian Xin (China) Financing and Leasing Company Limited* ( () 資租賃有限公司) and Shanghai Dianjin Ping Chang Financial Services Company* (海點金平常金融信息服務有限公司) since 2018. Ms. Chang has 20 years of experience in the finance and insurance industries in the People's Republic of China (the ''PRC''). She worked at the Qingdao branch of Ping An Property & Casualty Insurance Company of China, Ltd. (國平安保險股份有限公司) from 2000 to 2011 where her last position was the general manager of the marketing department. She then worked at the Auto Finance Division of Ping An Bank Co., Ltd. (國 平安銀行汽車金融業部) from 2011 to 2017 where her last position was the general manager of the marketing department. She has then worked at Lian Xin (China) Financing and Leasing Company Limited and Shanghai Dianjin Ping Chang Financial Services Company since 2018. Mr. Chang graduated from the Ocean University of China with a bachelor's degree in law in July 2004.

Ms. Chang has entered into a director's service agreement with the Company for a term of three years commencing on 5 May 2021 subject to termination by either party giving three months' written notice and retirement by rotation and re-election at the annual general meetings of the Company in accordance with the articles of association of the Company. Ms. Chang shall be entitled to an annual salary of HK$10,000 and a management bonus as may be decided by the Board.

The remuneration of Ms. Chang is determined by the remuneration committee of the Company and approved by the Board with reference to their position, level of responsibilities, the remuneration policy of the Company as well as prevailing market conditions

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND CHANGE OF COMPOSITION OF THE AUDIT COMMITTEE, NOMINATION COMMITTEE AND REMUNERATION COMMITTEE

With effect from 5 May 2021, (i) Mr. Hao has been appointed as an independent non- executive Director, a member of the audit committee, the remuneration committee and the nomination committee of the Company; (ii) Mr. Wong has been appointed as an independent non-executive Director, the chairman of the audit committee of the Company, a member of remuneration committee and the nomination committee of the Company; and (iii) Mr. Yu has been appointed as an independent non-executive Director, the chairman of the remuneration committee of the Company, a member of audit committee and the nomination committee of the Company.

The respective biography of Mr. Hao, Mr. Wong and Mr. Yu are set out below.

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Mr. Hao

Mr. Hao, aged 50, holds a bachelor' degree in Economics from the Capital University of Economics and Business. Since 1998, he has worked for Ping An Insurance (Group) Company of China, Ltd. for over 23 years and has gained substantial experience in the insurance industry in the PRC. He has worked in different departments and has been involved in works related to marketing, product distribution and information technology. He is currently in the position of a general manager in the innovation department of the branch company in Beijing.

As at the date of this announcement, Mr. Hao has no 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). He does not have any relationship with any directors, senior management, or substantial or controlling shareholders (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ''Listing Rules'') of the Company.

Mr. Hao has entered into a service contract with the Company in relation to his appointment as an independent non-executive Directors for a term of 3 years commencing on 5 May 2021 which is determinable by either party serving on the other not less than 3 months' written notice, subject to retirement by rotation and re-election in accordance wit the articles of association of the Company and the Listing Rules. Mr. Hao will be entitled to an annual remuneration of HK$168,000, which was determined with reference to the prevailing market conditions and his roles and responsibilities in the Group.

As at the date of this announcement, save as disclosed above, Mr. Hao did not hold any other positions with the Company or other members of the Group and did not hold any other directorship in any listed company in the last three years or does not hold any other major appointments and qualifications.

Save as disclosed above, there is no information required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, or need to be brought to the attention of the shareholders of the Company.

Mr. Wong

Mr. Wong, aged 42, has over 19 years of experience in accounting, financing and business advisory services. From March to November 2013, Mr. Wong worked as financial controller and company secretary at China Railsmedia Corporation Limited, a company listed on Stock Exchange (stock code: 745). Mr. Wong worked as a financial controller of Heng Xin China Holdings Limited, a company listed on Stock Exchange from 2013 to 2017 (stock code: 8046). He was the Chief Financial Officer, Company Secretary and Authorized Representative of Titan Petrochemicals Group Limited, a company listed on the Stock Exchange (stock code: 1192). He was the independent non-executive Director of Pak Wing Group (Holdings) Limited, a company listed on the Stock Exchange (stock code: 8316) from 2015 to 2017. He is currently a director of La Vagie (HK) Ltd, a company founded by him in February 2021 which is involved in trading of luxurious watches and providing accounting and tax advisory services.

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Mr. Wong obtained a bachelor's degree in accounting and finance from the University of Hong Kong in November 2001. He is a member of the Hong Kong Institute of Certified Public Accountants (admitted in July 2013) and a member of the Association of Chartered Certified Accountants (admitted in December 2006).

As at the date of this announcement, Mr. Wong has no 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). He 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. Wong has entered into a service contract with the Company in relation to his appointment as an independent non-executive Directors for a term of 3 years commencing on 5 May 2021 which is determinable by either party serving on the other not less than 3 months' written notice, subject to retirement by rotation and re-election in accordance with the articles of association of the Company and the Listing Rules. Mr. Wong will be entitled to an annual remuneration of HK$240,000, which was determined with reference to the prevailing market conditions and his roles and responsibilities in the Group.

As at the date of this announcement, save as disclosed above, Mr. Wong did not hold any other positions with the Company or other members of the Group and did not hold any other directorship in any listed company in the last three years or does not hold any other major appointments and qualifications.

Save as disclosed above, there is no information required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, or need to be brought to the attention of the shareholders of the Company.

Mr. Yu

Mr. Yu, aged 29, holds a master degree in Economics on international trade from the University of International Business and Economics. He also holds a bachelor degree in Science on food safety from the China Pharmaceutical University. He has 7 years of experience in client management and project operation in the aviation industry in the PRC. He worked in Hainan Airlines Holding Co., Ltd. (南航空股股份有限公司) from 2015 to 2019 as an international client manager. In 2019, he joined Trip.com Group Ltd (行 網) and has worked as a client operation manager ever since.

As at the date of this announcement, Mr. Yu has no 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). He 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. Yu has entered into a service contract with the Company in relation to his appointment as an independent non-executive Directors for a term of 3 years commencing on 5 May 2021 which is determinable by either party serving on the other not less than 3 months' written notice, subject to retirement by rotation and re-election in accordance with the articles of

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association of the Company and the Listing Rules. Mr. Yu will be entitled to an annual remuneration of HK$168,000, which was determined with reference to the prevailing market conditions and his roles and responsibilities in the Group.

As at the date of this announcement, save as disclosed above, Mr. Yu did not hold any other positions with the Company or other members of the Group and did not hold any other directorship in any listed company in the last three years or does not hold any other major appointments and qualifications.

Save as disclosed above, there is no information required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules, or need to be brought to the attention of the shareholders of the Company.

The Board would like to take this opportunity to welcome Ms. Chang, Mr. Hao, Mr. Wong and Mr. Yu in joining the Company and the Board.

APPOINTMENT OF AUTHORIZED REPRESENTATIVES

Ms. Feng and Mr. Gao have been appointed as the authorised representatives of the Company (''Authorised Representative'') under Rule 3.05 of the Listing Rules with effect from 3 May 2021 and 5 May 2021, respectively.

COMPLIANCE WITH THE LISTING RULES

With effect from 5 May 2021:

  1. the Board has six Directors, three of whom are independent non-executive Directors, and therefore the number of independent non-executive Directors accounts for more than one-third of the number of Board members. Also, Mr. Wong, the newly appointed independent non-executive Director, has the appropriate professional qualifications or accounting or related financial management expertise as required under Rules 3.10(2) of the Listing Rules. Accordingly, the Company is in compliance with the requirements of Rule 3.10 and Rule 3.10(A) of the Listing Rules;
  2. the audit committee of the Company comprises three members, all of whom (including the committee chairman) are independent non-executive Directors, and Mr. Wong ( the new chairman of the audit committee) meets the requirements of Rule 3.10(2) of the Listing Rules. Accordingly, the Company is in compliance with the requirements of Rule 3.21 of the Listing Rules;
  3. the remuneration committee of Company comprises four members, including three independent non-executive Directors and one non-executive Director, and is chaired by an independent non-executive Director. Accordingly, the Company is in compliance with the requirements of Rule 3.25 of the Listing Rules; and

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  1. the Company has two Authorised Representatives and accordingly, the Company is in compliance with the requirements under Rule 3.05 of the Listing Rules.

By order of the Board

Steering Holdings Limited

Feng Xuelian

Executive Director

Hong Kong, 5 May 2021

As at the date of this announcement, the executive Directors are Ms. Feng Xuelian and Ms. Chang Liang, the non-executive Director is Mr. Gao Yunhong and the independent non- executive Directors are Mr. Hao Lijun, Mr. Wong Chi Shing and Mr. Yu Xiaogeng.

  • For identification purposes only

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FDB Holdings Ltd. published this content on 06 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 06 May 2021 17:34:05 UTC.