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China Information Technology Development Limited Board/Management Information 2017

Aug 15, 2017

51312_rns_2017-08-15_27e8c937-c5a2-450a-aafb-144297ae9014.pdf

Board/Management Information

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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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(incorporated in the Cayman Islands with limited liability)

(Stock Code: 8178)

(1) APPOINTMENT OF EXECUTIVE DIRECTORS AND INDEPENDENT NON-EXECUTIVE DIRECTOR; AND

(2) CHANGE OF COMPOSITION OF BOARD COMMITTEES

The Board of the Company hereby announces that with effect from 16 August 2017:

  • (1) Mr. Wong King Shiu, Daniel has been appointed as an executive Director;

  • (2) Mr. Chan Kai Leung has been appointed as an executive Director; and

  • (3) Mr. Wong Hoi Kuen has been appointed as an independent non-executive Director and members of Audit Committee, Nomination Committee and Remuneration Committee.

APPOINTMENT OF EXECUTIVE DIRECTORS AND INDEPENDENT NON-EXECUTIVE DIRECTOR

The board (the “ Board ”) of directors (the “ Director(s) ”) of China Information Technology Development Limited (the “ Company ”) announces that Mr. Wong King Shiu, Daniel (“ Mr. Daniel Wong ”) and Mr. Chan Kai Leung (“ Mr. Chan ”) have been appointed as executive Directors of the Company with effect from 16 August 2017. Mr. Wong Hoi Kuen (“ Mr. Wong ”) has been appointed as the independent non-executive Director and members of audit committee (the “ Audit Committee ”), nomination committee (the “ Nomination Committee ”) and remuneration committee (the “ Remuneration Committee ”) of the Company with effect from 16 August 2017.

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EXECUTIVE DIRECTORS

Mr. Wong King Shiu, Daniel

Mr. Wong King Shiu, Daniel, aged 57, has been appointed as an executive Director with effect from 16 August 2017. He has over 13 years of experience in natural resources industry and served as an executive director in a various natural resources company which is listed in Hong Kong. He also has extensive experience in the management and development of natural resources projects in China. He is currently an executive director of China Baoli Technologies Holdings Limited (Stock Code: 164), and an independent non-executive director of Huisheng International Holdings Limited (Stock Code: 1340), both companies listed on the main board of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

He was also a former executive director of China Oil And Gas Group Limited (“ China Oil And Gas Group ”) (Stock Code: 603) from January 2002 to 30 August 2006. Pursuant to the listing enforcement notice/announcement of the Stock Exchange dated 16 October 2008, Mr. Daniel Wong, together with another former director of China Oil And Gas Group, had admitted breaching the directors’ declaration, undertaking and acknowledgement with regard to directors given by each of them to the Stock Exchange in the form set out in Appendix 5B to the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”) in failing to use their best endeavours to procure China Oil And Gas Group’s compliance with the Listing Rules in relation to the failure of China Oil And Gas Group to publish its annual results and annual report for the year ended 31 July 2005 by 30 November 2005 and the interim results and interim report for the six months ended 31 January 2006 by 30 April 2006. Accordingly, the Listing Committee of the Stock Exchange publicly criticised Mr. Daniel Wong and another former director of China Oil And Gas Group for their respective breaches mentioned above.

Mr. Daniel Wong has not entered into any service contract with the Company with a fixed term. He is subject to retirement at the first general meeting of the Company after his appointment and thereafter subject to retirement by rotation at least once every three years and in accordance with the Articles of the Company. Mr. Daniel Wong is entitled to an annual salary of HK$840,000 and an annual director’s fee of HK$120,000 which are determined with reference to his experience and duties as well as prevailing market conditions. His remuneration is subject to review by the Board and the remuneration committee (the “ Remuneration Committee ”) of the Company from time to time.

As at the date of this announcement, Mr. Daniel Wong holds 10,008,000 shares of the Company, representing approximately 0.18% of the issued share capital of the Company. Save as disclosed above, he does not, and is not deemed to have any other interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance (the “ SFO ”).

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Save as disclosed above, (i) Mr. Daniel Wong does not hold any directorship in other listed companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) Mr. Daniel Wong does not hold any other positions with the Company or other subsidiaries of the Company; (iii) Mr. Daniel Wong does not have any relationship with any Directors, senior management or substantial shareholders or controlling shareholders (as defined in the Rules Governing the Listing of Securities on the Growth Enterprise Market (the “ GEM Listing Rules ”)) of the Company; and (iv) there is no information that should be disclosed pursuant to subparagraphs (h) to (v) of Rule17.50(2) of the GEM Listing Rules nor any other matters that need to be brought to the attention of the shareholders of the Company in relation to the appointment of Mr. Daniel Wong.

The Board would like to take this opportunity to express its welcome to Mr. Daniel Wong upon his joining the Board.

Mr. Chan Kai Leung

Mr. Chan Kai Leung, aged 51, has been appointed as an executive Director with effect from 16 August 2017. He holds a BSc (Hons) Degree in Computing and Information Systems from London Metropolitan University. He is currently the director and general manager of Macro Systems Limited (“ Macro Systems ”), the subsidiary of the Company. He founded Macro Systems in 1997 and is responsible for providing Macro Systems the vision and leadership and supporting the continuous improvement of overall market strategy, business development and operation. Mr. Chan has more than 20 years’ experience in information system. Mr. Chan joined the Group in December 2016.

Mr. Chan has not entered into any service contract with the Company with a fixed term. He is subject to retirement at the first general meeting of the Company after his appointment and thereafter subject to retirement by rotation at least once every three years and in accordance with the Articles of the Company. Mr. Chan is entitled to an annual salary of HK$984,000 and an annual director’s fee of HK$120,000 which are determined with reference to his experience and duties as well as prevailing market conditions. His remuneration is subject to review by the Board and the Remuneration Committee from time to time. The annual salary would be borne by Macro Systems.

Mr. Chan has confirmed that he does not have any interest or short position (both within the meaning of Part XV of the SFO) in the shares, underlying shares or debentures of the Company or any of its associated corporation (as defined under Part XV of the SFO) as at the date of this announcement.

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Save as disclosed above, (i) Mr. Chan does not hold any directorship in any listed companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) Mr. Chan does not hold any other positions with the Company or other subsidiaries of the Company; (iii) Mr. Chan does not have any relationship with any Directors, senior management or substantial shareholders or controlling shareholders (as defined in the GEM Listing Rules) of the Company; and (iv) there is no information that should be disclosed pursuant to subparagraphs (h) to (v) of Rule17.50(2) of the GEM Listing Rules nor any other matters that need to be brought to the attention of the shareholders of the Company in relation to the appointment of Mr. Chan.

The Board would like to take this opportunity to express its welcome to Mr. Chan upon his joining the Board.

INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Wong Hoi Kuen

Mr. Wong Hoi Kuen, aged 56, has been appointed as an independent non-executive Director and members of Audit Committee, Nomination Committee and Remuneration Committee with effect from 16 August 2017. Mr. Wong has been an independent non-executive director, members of audit committee and nomination committee of China Baoli Technologies Holdings Limited (stock code: 164) since 13 February 2006. He has also been an independent non-executive director, members of audit committee and nomination committee of Elife Holdings Limited (stock code: 223) since 9 May 2011.

Mr. Wong is a practising certified public accountant in Hong Kong and a chartered accountant in the United Kingdom. He is fellow members of The Hong Kong Institute of Certified Public Accountants, The Association of Certified Public Accountants and The Institute of Chartered Accountants in England and Wales.

Mr. Wong has not entered into any service contract with Company with a fixed term. He is subject to retirement at the first general meeting of the Company after his appointment and thereafter subject to retirement by rotation at least once every three years in accordance with the Articles of the Company. Mr. Wong is entitled to an annual director’s fee of HK$120,000 which is determined with reference to his experience and duties as well as prevailing market conditions. His remuneration is subject to review by the Board and the Remuneration Committee from time to time.

Mr. Wong has confirmed that he does not have any interest or short position (both within the meaning of Part XV of the SFO) in the shares, underlying shares or debentures of the Company or any of its associated corporation (as defined under Part XV of the SFO) as at the date of this announcement.

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Save as disclosed above, (i) Mr. Wong does not hold any directorship in other listed companies, the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (ii) Mr. Wong does not hold any other positions with the Company or other subsidiaries of the Company; (iii) Mr. Wong does not have any relationship with any Directors, senior management or substantial shareholders or controlling shareholders (as defined in the GEM Listing Rules) of the Company; and (iv) there is no information that should be disclosed pursuant to subparagraphs (h) to (v) of Rule17.50(2) of the GEM Listing Rules nor any other matters that need to be brought to the attention of the shareholders of the Company in relation to the appointment of Mr. Wong.

The Board would like to take this opportunity to express its welcome to Mr. Wong upon his joining the Board.

CHANGE OF COMPOSITION OF BOARD COMMITTEES

The Board also announces that with effect from 16 August 2017, Mr. Wong Hoi Kuen has been appointed as members of the Audit Committee, Nomination Committee and Remuneration Committee.

By order of the Board China Information Technology Development Limited Tse Chi Wai Executive Director and Company Secretary

Hong Kong, 15 August 2017

As at the date of this announcement, the Board comprises Mr. Wong Kui Shing, Danny (Chairman), Mr. Tse Chi Wai, Ms. Wu Jingjing, and Mr. Takashi Togo as executive Directors; Mr. Wong Chi Yung as non-executive Director; Mr. Hung Hing Man, Mr. May Tai Keung, Nicholas, and Dr. Chen Shengrong as independent non-executive Directors.

This announcement, for which the Directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on the Growth Enterprise Market (the “GEM”) of the Stock Exchange for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will be available on the Company’s website http://www.chinainfotech.com.hk and will remain on the “Latest Company Announcement” page on the GEM website at http://www.hkgem. com for at least 7 days from the date of its posting.

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