Citic Dameng Hldg : (1) CHANGE OF CHAIRMAN, CHIEF EXECUTIVE OFFICER, EXECUTIVE DIRECTOR AND AUTHORIZED REPRESENTATIVE; CHANGE OF MEMBER OF THE REMUNERATION COMMITTEE AND NOMINATION COMMITTEE; AND (2) CHANGE IN COMPOSITION OF THE BOARD COMMITTEES

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CITIC Dameng Holdings Limited

中 信 大 錳 控 股 有 限 公 司 *

(incorporated in Bermuda with limited liability)

(Stock Code: 1091)

1. CHANGE OF CHAIRMAN, CHIEF EXECUTIVE OFFICER, EXECUTIVE DIRECTOR AND AUTHORIZED REPRESENTATIVE;

CHANGE OF MEMBER OF THE REMUNERATION COMMITTEE AND

NOMINATION COMMITTEE; AND

1. 1. CHANGE IN COMPOSITION OF THE BOARD COMMITTEES
2. CHANGE OF CHAIRMAN, CHIEF EXECUTIVE OFFICER, EXECUTIVE DIRECTOR AND AUTHORIZED REPRESENTATIVE; CHANGE OF MEMBER OF THE REMUNERATION COMMITTEE AND NOMINATION COMMITTEE

RESIGNATION OF CHAIRMAN, CHIEF EXECUTIVE OFFICER, EXECUTIVE DIRECTOR AND AUTHORISED REPRESENTATIVE; CESSATION OF BEING A MEMBER OF THE REMUNERATION COMMITTEE AND NOMINATION COMMITTEE

The board (the "Board") of directors (the "Directors") of CITIC Dameng Holdings Limited (the "Company") announces that due to work adjustment, Mr. Yin Bo has resigned from his position as the Chairman, Chief Executive Officer, Executive Director and authorized representative of the Company with effect from 26 September 2019. He has also ceased to be a member of the Remuneration Committee and Nomination Committee of the Company with effect from 26 September 2019.

Mr. Yin Bo has confirmed that he has no disagreement with the Board and there are no other matters in relation to his resignation that need to be brought to the attention of the shareholders of the Company. The Board would like to express its sincere gratitude to Mr. Yin Bo for his contributions to the Group during his terms of service.

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APPOINTMENT OF CHAIRMAN, CHIEF EXECUTIVE OFFICER, EXECUTIVE DIRECTOR AND AUTHORIZED REPRESENTATIVE; APPOINTMENT OF MEMBER OF THE REMUNERATION COMMITTEE AND NOMINATION COMMITTEE

The Board announces that Dr. Guo Aimin ("Dr. Guo") has been appointed as the Chairman, Chief Executive Officer, Executive Director and authorized representative of the Company with effect from 26 September 2019. Dr. Guo has also become a member of the Remuneration Committee and Nomination Committee of the Company with effect from 26 September 2019.

BIOGRAPHY

Dr. Guo Aimin

Dr. Guo Aimin, aged 54, is currently the deputy general manager and chief engineer of CITIC Metal Co., Ltd. ("CITIC Metal") (a subsidiary of CITIC Limited (Stock Code: 267) (an indirect controlling shareholder of the Company and a subsidiary of CITIC Group Corporation)).

Dr. Guo is a professorate senior engineer and an expert being entitled to the special government allowance of the State Council of the People's Republic of China. He is also the vice chairman of the Materials Committee of China Society of Automotive Engineers and the vice chairman of the China Steel Structure Association (Bridge Steel Structure Branch). He obtained a Bachelor's degree (Steel Metallurgy) from University of Science and Technology Beijing in 1987 and the Master of Engineering (Materials Science) from Wuhan University of Science and Technology in 1999. He obtained the Doctor of Engineering (Materials Physics and Chemistry) from University of Science and Technology Beijing in 2008. He attended the University of Louisiana at Lafayette in 2009 as a visiting scholar for one year. He was the assistant engineer of the steel research institute in Wuyang Steel and Iron Co., Ltd. and the deputy director of the scientific research department of the research center, deputy director of the technology center, associate dean of the research institute in Wuhan Iron and Steel (Group) Company, and joined CITIC Metal in 2012. Dr. Guo has extensive experience in corporate management and scientific research.

Save as disclosed above, Dr. Guo did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last 3 years immediately preceding the date of this announcement.

EMOLUMENTS

Under the service agreement between the Company and Dr. Guo, Dr. Guo is entitled to monthly salary of RMB200,000.00, housing allowance of HK$40,000.00 per month, an annual director's fee of HK$300,000.00 and a discretionary year-end bonus with reference to, among other factors, the operating results and requirements of the Group and his contribution to the performance of the Group.

Apart from the aforesaid, Dr. Guo is also eligible to participate in the Company's share option scheme. The emoluments of Dr. Guo were recommended by the Remuneration Committee of the Company and approved by the Board with reference to his experience, responsibilities and prevailing market conditions as well as the Company's remuneration policy. Dr. Guo's appointment is for a term of three years but subject to retirement and re-election as a Director at the next annual general meeting of the Company following his appointment.

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INTERESTS IN SHARES AND RELATIONSHIPS

As at the date of this announcement, Dr. Guo does not have or is not deemed to have any interests or short positions in shares or underlying shares of the Company or its associated corporations pursuant to Chapter 571 of the Laws of Hong Kong and Part XV of the Securities and Futures Ordinance. Dr. Guo does not have any relationships with any other Directors, senior management, substantial shareholders (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules")) or controlling shareholders (as defined in the Listing Rules) of the Company.

OTHER INFORMATION AND MATTERS THAT NEED TO BE DISCLOSED OR BROUGHT TO THE ATTENTION OF THE HOLDERS OF SECURITIES OF THE COMPANY

Save as disclosed in this announcement, there is no other information relating to Dr. Guo which has to be disclosed pursuant to Rule 13.51(2) of the Listing Rules and there is no other matter which need to be brought to the attention of the shareholders of the Company.

The Board would like to welcome Dr. Guo to join the Board.

DEVIATION FROM THE CORPORATE GOVERNANCE CODE

As Dr. Guo is appointed as both the Chairman and the Chief Executive Officer of the Company, such practice deviates from code provision A.2.1 of the Corporate Governance Code as set forth in Appendix 14 to Listing Rules. The Board believes that vesting the roles of both the Chairman and the Chief Executive Officer in the same person can facilitate the execution of the Group's business strategies and boost effectiveness of its operation. The Board further believes that the balance of power and authority for the present arrangement will not be impaired and is adequately ensured by the current Board which comprises experienced and high caliber individuals with sufficient number thereof being independent non-executive Directors, which can provide sufficient checks to protect the interests of the Company and the Shareholders.

(2) CHANGE IN COMPOSITION OF THE BOARD COMMITTEES

The Board hereby further announces that with effect from 26 September 2019:

1. the Nomination Committee shall comprise Mr. Tan Zhuzhong as its chairman, Mr. Guo Aimin, Mr. Li Weijian, Mr. Lin Zhijun and Mr. Wang Zhihong as its members;
2. the Remuneration Committee shall comprise Mr. Wang Zhihong as its chairman, Mr. Guo Aimin, Mr. Li Weijian, Mr. Lin Zhijun and Mr. Tan Zhuzhong as its members.

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For details of the composition of each of the Board committees, please refer to the List of Directors and their Roles and Functions of the Company dated 26 September 2019.

By order of the Board

CITIC DAMENG HOLDINGS LIMITED

Lau Wai Yip

Company Secretary

Hong Kong, 26 September 2019

As at the date of this announcement, the executive Directors are Mr. Guo Aimin, Mr. Yin Bo and Mr. Li Weijian; the non-executive Directors are Mr. Suo Zhengang, Mr. Lyu Yanzheng, Mr. Cheng Zhiwei and Ms. Cui Ling; and the independent non-executive Directors are Mr. Lin Zhijun, Mr. Tan Zhuzhong and Mr. Wang Zhihong.

*For identification purpose only

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