CWT INTERNATIONAL LIMITED

Transcription

1 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. CWT INTERNATIONAL LIMITED (Incorporated in Hong Kong with limited liability) (Stock Code: 521) CHANGES OF EXECUTIVE DIRECTORS, CO-CHAIRMEN AND CHIEF EXECUTIVE OFFICER AND CHANGES IN COMPOSITION OF BOARD COMMITTEES AND LIST OF DIRECTORS AND THEIR ROLES AND FUNCTIONS The Board announces that: 1. Mr. Mung Kin Keung has been appointed as an Executive Director and the Co- Chairman of the Board as well as a member of the Executive of the Company, with effect from 20 February Mr. Mung and Mr. Xu Haohao, another Co-Chairman of the Board, will both be Co-Chairmen and they will together provide leadership to the Board; 2. Mr. Xu Haohao has ceased to be the Chief Executive Officer of the Company, with effect from 20 February 2019, but remains as an Executive Director and the Co-Chairman of the Board, as well as the chairman of each of the Nomination, the Executive and the Investment and a member of the Remuneration of the Company; 3. Mr. Li Tongshuang has been appointed as an Executive Director and the Chief Executive Officer of the Company, with effect from 20 February 2019; and 4. Mr. Guo Ke has resigned as an Executive Director and the Co-Chairman of the Board, and ceased to act as the co-chairman of each of the Executive and the Investment, as well as a member of the Remuneration of the Company, with effect from 20 February APPOINTMENT OF EXECUTIVE DIRECTOR AND CO-CHAIRMAN The board of directors (the Board ) of CWT International Limited (the Company ) announces that Mr. Mung Kin Keung ( Mr. Mung ) has been appointed as an Executive Director and the Co-Chairman of the Board as well as a member of the Executive of the Company, with effect from 20 February Mr. Mung and Mr. Xu Haohao ( Mr. Xu ), another Co-Chairman of the Board, will both be Co-Chairmen and they will together provide leadership to the Board. 1

2 Mr. Mung, aged 58, holds a Conferment of Honorary Doctoral Degree from Sinte Gleska University of California. In November 2007, he was awarded the 9th World Outstanding Chinese Award by the World Chinese Business Investment Foundation. Mr. Mung is the father of Mr. Mung Bun Man, Alan, a Non-executive Director of the Company. He was an Executive Director of the Company from February 2009 to June 2015, during which he was re-designated as a Vice-Chairman in May 2010, re-designated as a Co-Chairman in October 2013, re-designated as an Executive Chairman in March 2014 and re-designated as a Co- Chairman in February 2015, until his resignation in June He acted as directors for a number of subsidiaries of the Company during the said period. Mr. Mung is also an executive director of Global Mastermind Holdings Limited (Stock Code: 8063), and an executive director and the chairman of Global Mastermind Capital Limited (Stock Code: 905), both of which are listed companies in Hong Kong. Mr. Mung Hon Ting, Jackie, another son of Mr. Mung, is an executive director and the chief executive officer of China Shun Ke Long Holdings Limited (Stock Code: 974), a listed company in Hong Kong and under HNA Group Co., Ltd.* ( ), a substantial shareholder of the Company within the meaning of Part XV of the Securities and Futures Ordinance (the SFO ). Mr. Mung Hon Ting, Jackie holds 49% interests of two companies, and the remaining 51% interests of these two companies are respectively held by HNA Group Co., Ltd.* ( ). In the last three years, Mr. Mung was an executive director and the vice chairman of Hong Kong International Construction Investment Management Group Co., Limited (Stock Code: 687), a listed company in Hong Kong and under HNA Group Co., Ltd.* ( ), from February 2018 to August He has extensive experience in areas of business management, strategic planning and development. Save as disclosed above, Mr. Mung does not hold any directorships in other Hong Kong or overseas listed public companies in the last three years and does not have any relationship with any Directors, senior management of the Company, substantial shareholders of the Company (the Shareholders ) or controlling Shareholders. As at the date of this announcement, Mr. Mung does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. In accordance with the Articles of Association of the Company (the Articles ), Mr. Mung will hold office until the next following general meeting of the Company, at which time he will be eligible for reelection. Thereafter, Mr. Mung will be subject to rotation requirements as contained in the Articles and shall retire from office by rotation at least once every three years. A service agreement was entered into between Mr. Mung and the Company for a term commencing from 20 February 2019 and expiring on 31 December Under the service agreement, Mr. Mung is entitled to a monthly salary of HK$100,000 or such higher salary and discretionary bonus as may be determined by the Board from time to time pursuant to the authority given by the Shareholders. Such salary was, and discretionary bonus will be, determined with reference to the then prevailing market conditions, the performance of the Company as well as Mr. Mung s individual performance. In relation to the appointment of Mr. Mung, there is no information which is discloseable nor is/ was he involved in any matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the Listing Rules ), and there is no other matter that needs to be brought to the attention of the Shareholders. 2

3 The Board would like to take this opportunity to welcome Mr. Mung back to the Board. CHANGE OF CHIEF EXECUTIVE OFFICER The Board also announces that the office of Chief Executive Officer of the Company has been changed from Mr. Xu to Mr. Li Tongshuang ( Mr. Li ) with effect from 20 February The Board considered that Mr. Xu has worked in different positions with the Company and he has made great efforts and contributions to the Company s business at its different stages of development. Such efforts and contributions were greatly appreciated and recognized. However, given the business of the Company and its subsidiaries (together the Group ) has changed quite substantially since 2017, the Board considered it would be advantageous to the Company from a corporate governance perspective for a separate and dedicated Chief Executive Officer to share the workload of Mr. Xu, who will remain as the Co-Chairman of the Board and Executive Director of the Company. The Board believes that this will alleviate the burden of Mr. Xu as Co-Chairman. The Board has identified Mr. Li as a suitable candidate to act as the new Chief Executive Officer. Mr. Li has management experience in logistics and property development, which areas are the key business focus of the Group. In addition, Mr. Li has in the past (during the period from October 2013 to November 2016) acted as an Executive Director (including in the position of the Managing Director) of the Company and is therefore familiar with the business and operations of the Company. Mr. Xu has expressed his disagreement with the Board on the decision to change the Chief Executive Officer at the present time. In coming to his views, Mr. Xu had mainly taken into account the present state of affairs of the Group, the instability and other risks and issues that may be created by an abrupt change in the Chief Executive Officer and his cessation from acting in this role, the paramount concern of maintaining stability in the operations of the business of the Group and that the focus of the Company should be on dealing with external challenges that are faced by the Group under the present business environment and existing circumstances and commitments of the Group. As such, Mr. Xu considered that the present time may not be the most appropriate time for the Company to undergo a change in Chief Executive Officer. In addition, Mr. Xu considered that it would be more beneficial to the Company if Mr. Li could take some time, after he re-joins the Company as an Executive Director, to familiarise himself with the businesses of the Group developed and acquired since Mr. Li s previous term with the Company, before he is considered for the role as the Chief Executive Officer. According to the requirements of the Articles, Mr. Xu abstained from voting on the resolution of the Board approving the change in his role as the Chief Executive Officer, by way of the majority votes of the Directors presented at the Board meeting. Other than stated above, Mr. Xu has confirmed that there is no other matter relating to his cessation as the Chief Executive Officer that needs to be brought to the attention of the Shareholders. In addition, there is no information which is discloseable nor is/was Mr. Xu involved in any matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to (v) of the Listing Rules. The Board would like to take this opportunity to thank Mr. Xu for his invaluable contributions to the Board and the Company during his tenure of services as the Chief Executive Officer of the Company. 3

4 APPOINTMENT OF EXECUTIVE DIRECTOR AND CHIEF EXECUTIVE OFFICER The Board also announces that Mr. Li has been appointed as an Executive Director and the Chief Executive Officer of the Company, with effect from 20 February As the Chief Executive Officer, Mr. Li is also responsible for the business development and day-to-day management of the Group. Mr. Li, aged 43, holds a completion certificate of a MBA program co-organized by China (Hainan) Institute for Reform and Development and Maastricht School of Management, the Netherlands. Mr. Li possesses a first grade qualification of Advanced Project Management Professional from the Ministry of Human Resources and Social Security of The People s Republic of China. He was a Director of the Company from October 2013 to November 2016, during which he was appointed an Executive Director and the Managing Director in October 2013, and was re-designated as a Non-executive Director in February He was then re-designated as an Executive Director and appointed as the Vice-chairman of the Board in July 2015, until his resignation in November He acted as directors for a number of subsidiaries of the Company during the said period. After joining HNA Group Co., Ltd.* ( ), a substantial shareholder of the Company within the meaning of Part XV of the SFO, he served as senior executives for its certain companies. In the last three years, Mr. Li was the chairman of HY Energy Group Co., Ltd. (an A-Share listed company on the Shanghai Stock Exchange, stock code: ) from April 2018 to August 2018, the chairman of Hainan HNA Infrastructure Investment Group Co., LTD* ( ) (an A-Share listed company on the Shanghai Stock Exchange, stock code: ) from October 2014 to January 2017, and an executive director and the chairman of Hong Kong International Construction Investment Management Group Co., Limited (Stock Code: 687) from July 2016 to December 2016, respectively, all of them are under HNA Group Co., Ltd.* ( ). He has extensive management knowledge and working experience in property development. Save as disclosed above, Mr. Li does not hold any directorships in other Hong Kong or overseas listed public companies in the last three years and does not have any relationship with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders. As at the date of this announcement, Mr. Li does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. In accordance with the Articles, Mr. Li will hold office until the next following annual general meeting of the Company, at which time he will be eligible for re-election. Thereafter, Mr. Li will be subject to rotation requirements as contained in the Articles and shall retire from office by rotation at least once every three years. A service agreement was entered into between Mr. Li and the Company for a term commencing from 20 February 2019 and expiring on 31 December Under the service agreement, Mr. Li is entitled to a monthly salary of HK$139,000 or such higher salary and discretionary bonus as may be determined by the Board from time to time pursuant to the authority given by the Shareholders. Such salary was, and discretionary bonus will be, determined with reference to the then prevailing market conditions, the performance of the Company as well as Mr. Li s individual performance. 4

5 In relation to the appointment of Mr. Li, there is no information which is discloseable nor is/ was he involved in any matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders. The Board would like to take this opportunity to welcome Mr. Li back to the Board. RESIGNATION OF EXECUTIVE DIRECTOR AND CO-CHAIRMAN The Board also announces that Mr. Guo Ke ( Mr. Guo ) has resigned as an Executive Director and the Co-Chairman of the Board in order to devote more time to other business commitments, and ceased to act as the co-chairman of each of the Executive and the Investment, as well as a member of the Remuneration of the Company, with effect from 20 February Mr. Guo has confirmed that he has no disagreement with the Board and there is no other matter relating to his resignation that needs to be brought to the attention of the Shareholders. The Board would like to take this opportunity to thank Mr. Guo for his invaluable contributions to the Board during his tenure of services. DUTIES OF CO-CHAIRMEN OF THE BOARD On the compliance side, both Articles and Listing Rules have stipulated the duties and responsibilities of the chairman. But the Co-Chairmen can perform their roles without conflict: 1. the Articles: If both Co-Chairmen attend the board/shareholders meeting, the chairman to that meeting will be agreed between the Co-Chairmen. If only one of the Co-Chairmen attends the board/shareholders meeting, the Co-Chairman present at the meeting shall act as the chairman to that meeting. The relevant duties and powers (including the casting vote) under the Articles will be vested on the chairman to that meeting. 2. the Listing Rules: (a) under the Corporate Governance Code each of the Co-Chairmen: provides leadership for the Board, ensures that the Board works effectively and performs its responsibilities, and that all key and appropriate issues are discussed by it in a timely manner (the Co-Chairmen can be complementary to each other in the leadership of the Board as they have different fields of experience, and they can bring out key and appropriate issues to be discussed in a timely manner); 5

6 ensures that all Directors are properly briefed on issues arising at board meetings, and ensuring that Directors receive, in a timely manner, adequate information which must be accurate, clear, complete and reliable (the Co- Chairman will brief the Directors in his respective fields while the Company Secretary will brief on the general matters and take the initiative to make preparations and inform and provide information to all Directors); primarily responsible for drawing up and approving the agenda for each board meeting and take into account, where appropriate, any matters proposed by the other Directors for inclusion in the agenda (the Co-Chairmen will delegate the responsibility to the Company Secretary); primary responsibility for ensuring that good corporate governance practices and procedures are established (the Co-Chairmen rely on the assistance of Company Secretary on this area but the Company Secretary will report to the Co-Chairmen where necessary); encourages all Directors to make a full and active contribution to the Board s affairs and take the lead to ensure that the Board acts in the best interests of the Company, and encouraging Directors with different views to voice their concerns, allow sufficient time for discussion of issues and ensure that board decisions fairly reflect board consensus (in meetings, the relevant Co- Chairman will perform the duties; at the other time outside meetings, either of the Co-Chairmen and the Company Secretary will collect and solicit from the other Directors their opinions and feedbacks); at least annually hold meetings with the Independent Non-executive Directors without the presence of other Directors (either or both of the Co-Chairmen can attend and listen to the opinions of the Independent Non-Executive Directors and then reflect to the management and the relevant personnel of the Company); ensures that appropriate steps are taken to provide effective communication with shareholders and that their views are communicated to the Board as a whole (a shareholders communication policy of the Company is already in place); promotes a culture of openness and debate by facilitating the effective contribution of Non-executive Directors in particular and ensuring constructive relations between Executive and Non-executive Directors (in meetings, the relevant Co-Chairman will perform the duties; at the other time outside meetings, either of the Co-Chairmen and the Company Secretary will collect and solicit from the other Directors their opinions and feedbacks); 6

7 (b) under the other Listing Rules: under the Model Code (Appendix 10), considering that this is only an administration procedure, either Co-Chairman is entitled to receive notification and give clearance relating to directors dealing and the Co- Chairman receiving notification will inform the other Co-Chairman. If one of the Co-Chairmen gives the notification, the other Co-Chairman will provide a written acknowledgement; and for the provisions under Chapters 14 and 14A of the Listing Rules, the relevant duties and powers will be vested on the chairman to that meeting. LIST OF DIRECTORS AND THEIR ROLES AND FUNCTIONS With effect from 20 February 2019, the members of the Board and the membership of the five Board committees of the Company are as follows: Members of the Board Executive Directors Xu Haohao (Co-Chairman) Mung Kin Keung (Co-Chairman) Li Tongshuang (Chief Executive Officer) Zhao Quan Ding Lei Non-executive Director Mung Bun Man, Alan Independent Non-executive Directors Leung Shun Sang, Tony Liem Chi Kit, Kevin Lam Kin Fung, Jeffrey 7

8 Membership of the five Board committees Director Board Executive Audit Nomination Remuneration Investment Xu Haohao C C M C Mung Kin Keung Li Tongshuang Zhao Quan Ding Lei Mung Bun Man, Alan M Leung Shun Sang, Tony M M M M Liem Chi Kit, Kevin C M C M Lam Kin Fung, Jeffrey M M M Notes: C M Chairman of the relevant Board committees Member of the relevant Board committees By order of the Board CWT INTERNATIONAL LIMITED Xu Haohao Executive Director Hong Kong, 21 February 2019 As at the date of this announcement, the Board comprises Mr. Xu Haohao (Executive Director and Co-Chairman), Mr. Mung Kin Keung (Executive Director and Co-Chairman), Mr. Li Tongshuang (Executive Director and Chief Executive Officer), Mr. Zhao Quan (Executive Director), Mr. Ding Lei (Executive Director), Mr. Mung Bun Man, Alan (Non-executive Director), Mr. Leung Shun Sang, Tony (Independent Non-executive Director), Mr. Liem Chi Kit, Kevin (Independent Non-executive Director) and Mr. Lam Kin Fung, Jeffrey (Independent Non-executive Director). * For identification purpose only 8