Directorate Changes

Asian Citrus Holdings Limited

("Asian Citrus" or the "Company", together with its subsidiaries, the "Group")

Directorate Changes

The board of directors (the "Directors" or the "Board") of the Company announces the following Board and management changes. With effect from 4 August 2015 (the "Effective Date"), Mr. Ng Hoi Yue was re-designated from an independent non-executive director to an executive Director and has been appointed as the Deputy Chief Executive Officer of the Company. Accordingly, Mr. Ng Hoi Yue, has stood down as the non-executive chairman of the Board, as well as chairman and member of each of the Audit Committee (the "Audit Committee") and Remuneration Committee (the "Remuneration Committee") of the Company.

 Mr. Ng Hoi Yue, aged 51, joined the Board on 15 March 2013. He is an associate member of The Institute of Chartered Accountants in England and Wales and a fellow member of both the Hong Kong Institute of Certified Public Accountants and the Association of Chartered Certified Accountants in England. He has been practising as a certified public accountant in Hong Kong since 1989. He is currently an independent non-executive director of See Corporation Limited (stock code: 491) and Imperial Pacific International Holdings Limited (stock code: 1076), of which the shares are listed on The Stock Exchange of Hong Kog Limited (the "Stock Exchange"). He was an independent non-executive director of Landing International Development Limited (stock code: 582), of which the shares are listed on the Stock Exchange, between 26 November 2010 and 2 October 2013.

Save as disclosed above and in the section below headed "Change of Authorised Representatives" in this announcement, Mr. Ng Hoi Yue does not hold any other positions with the Company and other members of the Group and did not hold any directorships in the last three years in other listed companies in Hong Kong or overseas. Mr. Ng Hoi Yue does not have any relationship with any other member of the Board, senior management or substantial or controlling shareholder of the Company.

As at the date of this announcement, Mr. Ng Hoi Yue has no interest in any share of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Pursuant to a letter of appointment between the Company and Mr. Ng Hoi Yue in relation to the appointment of Mr. Ng Hoi Yue as the independent non-executive Director, he was entitled to a director fee of HK$240,000 per annum. The emoluments of Mr. Ng Hoi Yue were determined by the Board with reference to his duties and responsibilities and prevailing market conditions. Mr. Ng Hoi Yue's previous appointment as an independent non-executive Director was for a term of three years until 14 March 2016. The above letter of appointment was terminated upon his re-designation. 

The Company has entered into a new service contract with Mr. Ng Hoi Yue in relation to his appointment as executive Director for a term of three years until 3 August 2018, pursuant to which Mr. Ng Hoi Yue is entitled to a director fee of HK$1,320,000 per annum, and a payment of HK$110,000 (or a pro-rata thereof if less than 12 months' service) before each Chinese New Year. The emoluments of Mr. Ng Hoi Yue under his service contract are determined by reference to the remuneration policy of the Group, his duties and responsibilities and prevailing market conditions.

Save as disclosed in this announcement, there are no other matters concerning Mr. Ng Hoi Yue that need to be brought to the attention of the shareholders of the Company in connection with his re-designation and there is no other information to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.

APPOINTMENT OF CHAIRMAN OF THE BOARD

The Board announces that, from the Effective Date, Mr. Ng Ong Nee, the chief executive officer and executive Director of the Company, has been appointed as the Chairman of the Board.

CHANGE OF AUTHORISED REPRESENTATIVES

The Board announces that with effect from the Effective Date,

(i) Mr. Tong Hung Wai, Tommy resigned as an authorised representative of the Company under the Listing Rules, and an authorised representative of the Company for accepting service of process and notices in Hong Kong on behalf of the Company under Part 16 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong) (the "Companies Ordinance"); and

(ii) Mr. Ng Hoi Yue, who was re-designated as an executive Director, was appointed as the authorised representative of the Company under the Listing Rules and Part 16 of the Companies Ordinance in place of Mr. Tong Hung Wai, Tommy.

CHANGES OF BOARD COMMITTEE MEMBERS

The Board announces that with effect from the Effective Date, Mr. Chung Koon Yan, the independent non-executive director, was appointed as the chairman of the Audit Committee and the Remuneration Committee.

The Board also announces that with effect from the Effective Date, Dr. Lui Ming Wah, SBS JP, the independent non-executive Director, was appointed as a member of the Audit Committee.

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