CWT International

Dec 13, 2019

0 Message : *Required fields 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 (Stock Code: 521) AND AND The Board announces that: Mr. Li Tongshuang has resigned as an Executive Director and the Chief Executive Officer of the Company with effect from 12 December 2019, and he ceased to be a member of each of the Executive Committee, the Investment Committee and the Asset Management Committee accordingly; Mr. Zhang Can has been appointed as an Executive Director and a member of each of the Executive Committee and the Investment Committee, with effect from 12 December 2019; Mr. Li Neng has been appointed as an Executive Director and a member of each of the Executive Committee and the Investment Committee, with effect from 12 December 2019; Mr. Ding Lei, currently an Executive Director and a Co-Chairman of the Board, has been appointed as the Chief Executive Officer of the Company with effect from 12 December 2019; and Mr. Wu Jinfeng, currently the Chief Financial Officer of the Company, has been appointed as a member of the Asset Management Committee with effect from 12 December 2019. - 1 - RESIGNATION OF EXECUTIVE DIRECTOR AND CHIEF EXECUTIVE OFFICER The board (the "Board") of directors (the "Director") of CWT International Limited (the "Company") announces that Mr. Li Tongshuang has resigned as an Executive Director and the Chief Executive Officer of the Company with effect from 12 December 2019 in order to devote more time to other business commitments, and he ceased to be a member of each of the executive committee of the Board (the "Executive Committee"), the investment committee of the Board (the "Investment Committee") and the asset management committee of the Board (the "Asset Management Committee") accordingly. Mr. Li Tongshuang 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 of the Company (the "Shareholders"). The Board would like to take this opportunity to express its gratitude to Mr. Li Tongshuang for his valuable efforts and contributions to the Company during his tenure of office with the Company. APPOINTMENT OF EXECUTIVE DIRECTORS The Board also announces that Mr. Zhang Can ("Mr. Zhang") has been appointed as an Executive Director and a member of each of the Executive Committee and the Investment Committee, with effect from 12 December 2019. Mr. Zhang, aged 38, holds a bachelor's degree in accounting from Wuhan University and a master's degree in business administration from Shanghai Jiao Tong University. He joined Hainan Airlines Co., Ltd.* (海南航空有限公司), a company under HNA Group Co., Ltd.* (海航集團 有限公司) ("HNA Group"), a substantial shareholder of the Company within the meaning of Part XV of the Securities and Futures Ordinance (the "SFO"), in 2004. He has served as senior executives previously within companies under HNA Group, namely the deputy general manager of finance department of Yangtze River Express Airlines Co., Ltd.* (楊子江航空快運有限公 司), the finance director of GC Tankers Pte. Ltd., the finance director of Hong Kong Airlines Limited and the deputy finance director of HNA Innovation Finance Group. He is currently the deputy finance director and the general manager of finance department of HNA Group, and also a director of Swissport International Ltd. Mr. Zhang acted as a non-executive director of CWT Pte. Limited, a wholly-owned subsidiary of the Company, from 2017 to 2018. He has extensive knowledge and working experience in financial management and investment. Save as disclosed above, Mr. Zhang 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 of the Company. - 2 - As at the date of this announcement, Mr. Zhang 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. Zhang 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. Zhang will be subject to rotation requirements as contained in the Articles and shall retire from office by rotation at least once every three years. An engagement letter was entered into between Mr. Zhang and the Company for a term commencing from 12 December 2019 and expiring on 31 December 2019 (to be renewed afterwards). Under the engagement letter, Mr. Zhang is not entitled to any director's fee or any kind of remuneration. Save as disclosed above, in relation to the appointment of Mr. Zhang, 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. The Board also announces that Mr. Li Neng ("Mr. Li") has been appointed as an Executive Director and a member of each of the Executive Committee and Investment Committee with effect from 12 December 2019. Mr. Li, aged 39, holds a bachelor's degree of business administration in finance from the University of Macau and a master's degree of business administration from the University of Hong Kong. He is an associate member of the Association of International Accountants and a senior international finance manager of the International Financial Management Association. Mr. Li has held various senior management positions previously within companies under HNA Group, a substantial shareholder of the Company within the meaning of Part XV of the SFO, since he joined HNA Group in 2004, including the chief investment officer of HNA Group (International) Company Limited ("HNA Group (International)"), a substantial shareholder of the Company within the meaning of Part XV of the SFO, the chief executive officer of China Civil Aviation Investment Group Limited, and the vice president of Africa World Airlines Limited, etc. Mr. Li is currently the vice president of HNA Group (International) as well as the vice president and chief financial officer of Hong Kong Airlines Holdings Co., Limited. He also served as an independent director of Azul S.A., a company listed on the New York Stock Exchange (stock code: AZUL) and the Brazilian Stock Exchange (stock code: AZUL4) from October 2016 to July 2018, and a non-executive director of Comair Limited, a company listed on JSE Limited, a stock exchange in the Republic of South Africa (stock code: COM) from August 2015 to August 2018. Mr. Li is currently an executive director and the chairman of the board of Hifood Group Holdings Co., Limited (Stock Code: 442), a listed company in Hong Kong and under HNA Group. He has extensive knowledge and working experience in corporate management, and investment, merger and acquisition, etc. - 3 - 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 of the Company. 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. An engagement letter was entered into between Mr. Li and the Company for a term commencing from 12 December 2019 and expiring on 31 December 2019 (to be renewed afterwards). Under the engagement letter, Mr. Li is not entitled to any director's fee or any kind of remuneration. Save as disclosed above, 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. Zhang and Mr. Li for joining as members of the Board. APPOINTMENT OF CHIEF EXECUTIVE OFFICER Following the resignation of Mr. Li Tongshuang as the Chief Executive Officer of the Company, the Board further announces that Mr. Ding Lei ("Mr. Ding"), currently an Executive Director and a Co-Chairman of the Board, has been appointed as the Chief Executive Officer of the Company with effect from 12 December 2019. As the Chief Executive Officer, Mr. Ding is also responsible for the business development and day-to-day management of the Company and its subsidiaries (together the "Group"). The Board would like to take this opportunity to congratulate Mr. Ding on his new appointment. Pursuant to code provision A.2.1 of the Corporate Governance Code as set out in Appendix 14 of the Listing Rules, the role of the chairman and the chief executive officer should be separate and should not be performed by the same individual. Mr. Ding is the Chief Executive Officer of the Company, and he also acts as a Co-Chairman of the Board. The Board believes that vesting the roles of both Co-Chairman and Chief Executive Officer in the same person has the benefit of ensuring consistent leadership within the Group and enables more effective and efficient on overall strategic planning for the Group. In addition, Mr. Zhu Weijun, as the Co-Chairman of the Board, shares the role and responsibilities as chairman of the Board with Mr. Ding. - 4 - The Board considers this structure will enable the Company to make and implement decisions more promptly and effectively. The Board believes that the balance of power and authority is adequately ensured by the operation of the Board, which comprises experienced and high calibre individuals with a sufficient number thereof being Independent Non-executive Directors. CHANGES IN COMPOSITION OF BOARD COMMITTEES The Board also announces that Mr. Wu Jinfeng, currently the Chief Financial Officer of the Company, has been appointed as a member of the Asset Management Committee with effect from 12 December 2019. LIST OF DIRECTORS AND THEIR ROLES AND FUNCTIONS With effect from 12 December 2019, the members of the Board and the membership of the six committees of the Board are as follows: Members of the Board A Alternate member of the relevant Board committees - 6 - CONTINUED SUSPENSION OF TRADING References are made to the announcements of the Company dated 10 April 2019, 6 June 2019, 9 July 2019, 19 July 2019, 5 August 2019 and 9 October 2019. Capitalised terms used in this section headed "CONTINUED SUSPENSION OF TRADING" have the same meanings as defined in the aforementioned announcements. At the request of the Company, trading in the shares of the Company on the Stock Exchange was suspended from 2:32 p.m. on 10 April 2019. The shares of the Company will remain suspended until the materialization of the disposal plans of the Group gearing towards the repayment of the amounts due and payable under the Facility Agreement (as amended and supplemented) and the approval of the resumption proposal of the Company by the Stock Exchange. By order of the Board CWT INTERNATIONAL LIMITED