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.

(Incorporated in Bermuda with limited liability)

(Stock code: 190)
(website : www.hkcholdings.com)

APPOINTMENT OF EXECUTIVE DIRECTORS AND CESSATION OF AUDIT COMMITTEE MEMBER

APPOINTMENT OF EXECUTIVE DIRECTORS
The board of directors (the "Board") of HKC (Holdings) Limited (the "Company", together with its subsidiaries, the "Group") is pleased to announce the appointment of Mr. LEE Shiu Yee, Daniel ("Mr. LEE") and Mr. WONG Jake Leong, Sammy ("Mr. WONG") as the Executive Directors of the Company with effect from 1 January 2014.

Appointment of Mr. LEE Shiu Yee, Daniel as an Executive Director

Mr. LEE, aged 48, is the Project Director of Property Department of the Group since December 2010. He also serves as a director of certain subsidiaries of the Group and a member of Executive Committee of the Company. Mr. LEE holds a Professional Diploma in Quantity Surveying (Hong Kong Polytechnic), a Bachelor of Laws (LLB) degree with honours (City University, Hong Kong) and an MSc degree in Construction Management (Reading University, UK). He is a Registered Professional Surveyor, a member of The Royal Institution of Chartered Surveyors and a member of The Hong Kong Institute of Surveyors. Mr. LEE has over twenty years of project management experience in property developments in Hong Kong and China. Before joining the Group, Mr. LEE was the General Manager (Property Projects) of the Property Department of CITIC Pacific Limited. Mr. LEE did not hold any directorship in any listed public company in the past three years preceding the date of this announcement.
As at the date of this announcement and save as disclosed herein, Mr. LEE has an interest in
150,000 shares of the Company ("Shares") and an interest in 8,000,000 underlying Shares in respect of options granted to him under the share option scheme of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO"). Mr. LEE does not have any relationship with any director, senior management or substantial or controlling shareholder of the Company.
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There is a service contract between the Company and Mr. LEE which may be terminated by either party serving not less than 3 months' notice in writing to the other. Also, under the Company's bye-laws, Mr. LEE's appointment as an Executive Director will expire at the close of the next following general meeting of the Company after such appointment and Mr. LEE will be eligible for re-election by shareholders at that meeting. Thereafter, Mr. LEE will be subject to retirement by rotation and re-election in accordance with the provisions of the Company's bye-laws. Mr. LEE will be entitled to a director's fee of HK$100,000 per annum and a remuneration of HK$2.4 million per annum and discretionary bonuses, which are determined with reference to his experiences and responsibilities with the Company and its subsidiaries, the remuneration benchmarks in the industry and the prevailing market situation and are in line with the directors' emolument received by other Executive Directors of the Company.
Save as disclosed above, there is no information that needs to be disclosed pursuant to Rule
13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") nor are there other matters related to the appointment of Mr. LEE that need to be brought to the attention of the shareholders of the Company.

Appointment of Mr. WONG Jake Leong, Sammy as an Executive Director

Mr. WONG, aged 52, is the Investor Relations Director of the Group and has been with the Group since 2007. He has been instrumental in raising funds for the Group and is serving as a member of Executive Committee and director of certain members of the Group. He has also served as a former Chief Financial Officer. Mr. WONG is an executive director and member of Executive Committee of China Renewable Energy Investment Limited ("CRE", stock code:
987), a subsidiary of the Company and the shares of which are listed on the Main Board of the
Stock Exchange.
Mr. WONG received a Bachelor's degree in the geophysical sciences from the University of Chicago and an MBA from the Yale School of Management. He started his career as an investment banker at Kidder, Peabody in New York, where he was involved in project finance. He moved to Hong Kong with Bear Stearns, and was involved in a variety of corporate finance activities, and was involved in some of the first H share IPOs out of China. Mr. WONG then worked in equity research at Societe Generale in Shanghai, and later as head of China Research at Credit Suisse in Hong Kong. Before joining the Company, Mr. WONG served as a Chief Financial Officer for DVN Holdings Limited, where he was involved in fund raising and introducing strategic investors to the company. Save as disclosed, Mr. WONG did not hold any directorship in any listed public company in the past three years preceding the date of this announcement.
As at the date of this announcement and save as disclosed herein, Mr. WONG has an interest in
24,993,552 underlying Shares in respect of options granted to him under the share option scheme of the Company within the meaning of Part XV of the SFO. Mr. WONG does not have any relationship with any director, senior management or substantial or controlling shareholder of the Company.
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There is a service contract between the Company and Mr. WONG which may be terminated by either party serving not less than 3 months' notice in writing to the other. Also, under the Company's bye-laws, Mr. WONG's appointment as an Executive Director will expire at the close of the next following general meeting of the Company after such appointment and Mr. WONG will be eligible for re-election by shareholders at that meeting. Thereafter, Mr. WONG will be subject to retirement by rotation and re-election in accordance with the provisions of the Company's bye-laws. Mr. WONG will be entitled to a director's fee of HK$175,000 per annum (which includes the director's fee of the Company and CRE) and a remuneration of approximately HK$2.3 million per annum and discretionary bonuses, which are determined with reference to his experiences and responsibilities with the Company and its subsidiaries, the remuneration benchmarks in the industry and the prevailing market situation and are in line with the directors' emolument received by other Executive Directors of the Company.
Save as disclosed above, there is no information that needs to be disclosed pursuant to Rule
13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on the Stock Exchange nor are there other matters related to the appointment of Mr. WONG that need to be brought to the attention of the shareholders of the Company.
The Board takes this opportunity to welcome Mr. LEE and Mr. WONG to join the Board.
CESSATION OF AUDIT COMMITTEE MEMBER
The Board further announces that Mr. FAN Yan Hok, Philip ("Mr. FAN"), an independent non-executive director of the Company, will step down as a member of the Audit Committee of the Company after serving on it for 7 years with effect from 1 January 2014 to devote more time on his other responsibilities. He will remain as an independent non-executive director, member of the Nomination Committee and the Remuneration Committee of the Company. Mr. FAN has confirmed that he has no disagreement with the Board and is not aware of any matter in relation to his cessation as a member of the Audit Committee that needs to be brought to the attention of the shareholders of the Company.
The Board would like to express its sincere gratitude for Mr. FAN's valuable contribution to the Company during his tenure of office as a member of the Audit Committee.
Hong Kong, 30 December 2013
By order of the Board
HKC (HOLDINGS) LIMITED OEI Kang, Eric Executive Director

As at the date of this announcement, the Board comprises ten directors, of which three are executive directors, namely, Mr. OEI Kang, Eric, Mr. CHANG Li Hsien, Leslie and Mr. CHAN Kwok Fong, Joseph; three are non-executive directors, namely, Mr. OEI Tjie Goan, Ms. YEN Teresa and Mr. WAN Ming Sun; four are independent non-executive directors, namely, Mr. FAN Yan Hok, Philip, Mr. CHUNG Cho Yee, Mico, Mr. CHENG Yuk Wo and Mr. Albert Thomas DA ROSA, Junior.

* For identification purposes only

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