Central Development Holdings Limited — Board/Management Information 2019

Nov 21, 2019

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.

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CHINA RESOURCES AND TRANSPORTATION GROUP LIMITED 中國資源交通集團有限公司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 269)

RESIGNATION AND APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board of the Company announces that with effect from 21 November 2019:

1. Mr. Yip Tak On (“ Mr. Yip ”) has been resigned as an Independent Non-executive Director, the chairman of the Audit Committee and Remuneration Committee and the member of the Nomination Committee of the Company; and

2. Ms. Chan Chu Hoi (“ Ms. Chan ”) has been appointed as an Independent Non-executive Director, the chairman of the Audit Committee, and a member of the Remuneration Committee and Nomination Committee of the Company.

Resignation of Independent Non-Executive Director

The Board of Directors (the “ Board ”) of China Resources and Transportation Group Limited (the “ Company ” and together with its subsidiaries, the “ Group ”) announces that Mr. Yip has resigned from the positions of Independent Non-executive Director, the chairman of the Audit Committee and Remuneration Committee and the member of the Nomination Committee of the Board with effect from the date of this announcement.

Mr. Yip has reached his retirement age and the resignation is part of his retirement plan. Mr. Yip has confirmed that he has no disagreement with the Board and there is no matters in relation to his resignation that needs to be brought to the attention of the shareholders of the Company or The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

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The Board would like to express its sincere gratitude to Mr. Yip for his valuable contribution to, and efforts for, the Company during his term of service.

Appointment of Independent Non-Executive Director

The Board is pleased to announce that Ms. Chan has been appointed as an Independent Nonexecutive Director, the chairman of the Audit Committee, and a member of the Remuneration Committee and Nomination Committee of the Board with effect from the date of this announcement.

Ms. Chan, aged 58, is a member of the Hong Kong Institute of Certified Public Accountants (HKICPA) and she has over 20 years of experience in financial management, accounting, internal control and auditing. From August 1999 to December 2010, Ms. Chan worked as the accounting and administrative manager of a subsidiary of Exide Technologies, a company listed on NASDAQ (stock code: XIDE). From February 2011 to February 2014, Ms. Chan was appointed as a manager by an accountant firm in Hong Kong. In addition to audit assurance experience, she also worked on the development and implementation of the company's internal quality control policy to comply with the guidelines of the HKICPA. From March 2014 to May 2015, Ms. Chan worked as a senior accounting manager at a property investment company in Hong Kong. From June 2015 to April 2017, she was the senior manager of the investment division and investment analyst of the Securities Division of a subsidiary of Ceneric (Holdings) Limited, a company listed on the Stock Exchange (Stock Code: 0542). At present, Ms. Chan is working for a private company as a senior financial advisor.

An appointment letter was entered into between Ms. Chan and the Company for a term of 2 years commencing from the date of appointment with a director’s fee of HK$120,000 per annum which will be paid in proportion to the actual length of services to be provided by Ms. Chan to the Company.

Ms. Chan does not have any interests in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance. The director’s fee of Ms. Chan is identical with all other independent non-executive directors of the Company which was determined with reference to their duties and responsibilities, experience and prevailing market conditions.

The appointment of Ms. Chan is subject to retirement and re-election at the next general meeting of the Company in accordance with the articles of association of the Company. Ms. Chan will also be subject to rotation requirements and shall retire from office by rotation at least once every three years.

Save as disclosed above, Ms. Chan does not hold any other position with the Company or other members of the Group nor has she had any relationship with any other directors, senior management or substantial or controlling shareholders of the Company or any of their associates (as defined in the Rules Governing the Listing of Securities (the “ Listing Rules ”) on the Stock Exchange).

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Save as disclosed above, Ms. Chan has not held any directorship in other companies listed on the Stock Exchange or the Growth Enterprise Market of the Stock Exchange or any other securities market in the last three years and other major appointments or professional qualifications.

Save as disclosed above, there is no other information in relation to the appointment of Ms. Chan that needs to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the shareholders of the Company.

The Company would like to take this opportunity to welcome Ms. Chan to the Board.

By Order of the Board China Resources and Transportation Group Limited Cao Zhong Chairman

Hong Kong, 21 November 2019

As at the date of this announcement, the board of directors comprises six executive directors, namely Messrs Cao Zhong, Fung Tsun Pong, Jiang Tao, Tsang Kam Ching, David, Gao Zhiping and Duan Jingquan; a non-executive director, namely Mr. Suo Suo Stephen and four independent non-executive directors, namely Messrs Jing Baoli, Bao Liang Ming, Xue Baozhong and Ms. Chan Chu Hoi.

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