Central Development Holdings Limited — Board/Management Information 2004

Sep 22, 2004

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**SEAPOWER RESOURCES INTERNATIONAL LIMITED *** （凱暉國際實業有限公司）

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 269)

CHANGES OF DIRECTORS AND COMPANY SECRETARY

The Board of Directors (the “Board”) of Seapower Resources International Limited (the “Company”) would like to announce that with effect from 22 September 2004:

1. Mr. Fung Tsun Pong has been appointed as an executive director of the Company;

2. Mr. Liu Ka Lim and Mr. Yip Tak On have been appointed as independent non-executive directors and members of the audit committee of the Company;

3. Mr. Lee Kwan Hung, Eddie has resigned as independent non-executive director and member of the audit committee of the Company for personal reasons;

4. Mr. Lee Yip Wah, Peter has resigned as the Company Secretary of the Company for personal reasons; and

5. Miss Ngan Wai Kam, Sharon, a practicing solicitor in Hong Kong, has been appointed as the Company Secretary of the Company.

Appointment of Executive Director

Mr. Fung Tsun Pong (“Mr. Fung”), aged 44, has over 20-year experience in property development, logistics, investment banking and company management. Mr. Fung has held senior management positions in various companies incorporated in Hong Kong, British Virgin Islands and Samoa. Mr. Fung has entered into a service agreement (the “Service Agreement”) with the Company for an unspecified term of service, but is subject to retirement and re-election at the next annual general meeting of the Company (thereafter retirement by rotation) in accordance with the Articles of Association of the Company. Pursuant to the Service Agreement, the remuneration of Mr. Fung shall be determined by the Board according to his contribution to the Company and its subsidiaries (the “Group”) from time to time.

Mr. Fung has not held other directorships in listed public companies in the last three years and has no relationships with any directors, senior management or substantial or controlling shareholders of the Company. Mr. Fung, through his wholly-owned company, Ocean Gain Limited which is incorporated in the British Virgin Islands, beneficially holds 1,033,000,000 ordinary shares, i.e. 21.57% of the issued share capital of the Company.

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Appointment of Independent Non-executive Directors

Mr. Liu Ka Lim (“Mr. Liu”), aged 48, has over 15 years of professional experience in the fields of finance and accounting. Mr. Liu is a fellow member of the Association of Chartered Certified Accountants (“ACCA”) and an associate member of the Hong Kong Institute of Certified Public Accountants (“HKICPA”). Mr. Liu is currently a director and the Chairman of Galileo Capital Group Limited and Wonderful World Holdings Limited, the shares of which are listed on the Growth Enterprise Market and the Main Board of The Stock Exchange of Hong Kong Limited respectively.

Mr. Yip Tak On (“Mr. Yip”), aged 59, is a fellow member of ACCA, HKIPCA, Taxation Institute of Hong Kong, and a full member of Hong Kong Securities Institute. Mr. Yip has founded his own Certified Public Accountants firm for more than 20 years and is the managing director of Yip Leung & So Limited. Mr. Yip is also the treasurer of International Chamber of Commerce - Hong Kong China Business Council and the Chairman of a charitable institution, the Neighborhood Advice-Action Council. Mr. Yip has not held other directorships in listed companies in the last three years.

According to the respective appointment letters between Mr. Liu, Mr. Yip and the Company, Mr. Liu and Mr. Yip have no fixed term of service with the Company but are subject to retirement and re-election at the next annual general meeting of the Company (thereafter retirement by rotation) in accordance with the Articles of Association of the Company and the director’s fee for each of them is HK$10,000 per month, which is determined with reference to the prevailing range of fees for independent non-executive directors of listed companies in Hong Kong.

Mr. Liu and Mr. Yip have no relationships with any directors, senior management or substantial or controlling shareholders of the Company and do not have any interests in the securities of the Company within the meaning of Party XV of the Securities and Futures Ordinance. None of them holds any position with the Group save as a director of the Company.

Resignation of Independent Non-executive Director

Mr. Lee Kwan Hung, Eddie resigned due to personal reasons and confirmed that he has no disagreement with the Board and there is no matter relating to his resignation as independent non-executive director and member of the audit committee of the Company that will need to be brought to the attention of the shareholders of the Company.

Change of Company Secretary

Miss Ngan Wai Kam, Sharon, a practing solicitor in Hong Kong, has been appointed as the Company Secretary of the Company in place of Mr. Lee Yip Wah, Peter.

Save as disclosed, the Board is not aware of any other matters that need to be brought to the attention of the holders of securities of the Company in respect of the above appointments or resignation.

The Company would like to take this opportunity to welcome Mr. Fung, Mr. Liu and Mr. Yip to the Board and thank Mr. Eddie Lee and Mr. Peter Lee for their contributions to the Company during their tenure of office.

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As at the date of this Announcement, the Board comprises of four Executive Directors, namely, Mr. Chan Chun Hing, Kenneth, Mr. Tsang Kam Ching, David, Mr. Zhao Ming and Mr. Fung Tsun Pong; and three Independent Non-Executive Directors, namely Mr. Yau Sui Ki, Christie, Mr. Liu Ka Lim and Mr. Yip Tak On.

By order of the Board Seapower Resources International Limited Tsang Kam Ching, David Director

Hong Kong, 22 September 2004

• For identification only

Please also refer to the published version of this announcement in the China Daily.

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