Computime Group Limited — Board/Management Information 2014

Mar 21, 2014

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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COMPUTIME GROUP LIMITED 金寶通集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 320)

APPOINTMENT OF EXECUTIVE DIRECTOR AND DEPUTY CHIEF EXECUTIVE OFFICER

The Board is pleased to announce the appointment of Mr. Au Hing Lun, Dennis as an executive director and Deputy Chief Executive Officer of the Company with effect from 7 May 2014.

The board of directors (the “ Board ”) of Computime Group Limited (the “ Company ” and, together with its subsidiaries, collectively the “ Group ”) is pleased to announce the appointment of Mr. Au Hing Lun, Dennis (“ Mr. Au ”) as an executive director and Deputy Chief Executive Officer of the Company with effect from 7 May 2014.

Details of Mr. Au, as required under Rule 13.51(2) of the Rules (the “ Listing Rules ”) Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), are set out below:–

QUALIFICATIONS AND EXPERIENCE

Mr. Au, aged 54, has over 30 years experience in accounting, finance, consultancy, business development and general management spanning manufacturing, technology and real estate industries.

Mr. Au commenced his career at the tax division of Arthur Andersen & Co (1983 to 1988) specializing in Hong Kong, China and US taxation. He joined Andersen Consulting (now known as “Accenture plc”) in North America in 1988, responsible for IT system design and integration projects for governments and multinational companies.

• For identification purposes only

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In 1994, Mr. Au joined Wing Tai Properties Limited (“ Wing Tai ” and, together with its subsidiaries, collectively the “ Wing Tai Group ”) (formerly known as “USI Holdings Limited”) serving as chief financial officer, and he also served as the company secretary of Wing Tai from 1996 to 2006. Wing Tai is a conglomerate listed on the main board of the Stock Exchange. He joined the board of Wing Tai as an executive director in 2004 and became managing director of the Wing Tai Group’s property division in 2006 and has been responsible for the Wing Tai Group’s corporate finance function. According to the announcement published by Wing Tai on 21 February 2014, Mr. Au has tendered his resignation as an executive director of Wing Tai and managing director of the Wing Tai Group’s property division with effect from 6 May 2014. He was also an executive director of the Wing Tai Group’s subsidiary, Winsor Properties Holdings Limited (now known as “Vanke Property (Overseas) Limited”, a company listed on the main board of the Stock Exchange) from 2007 to 2012.

Mr. Au is a fellow member of the Association of Chartered Certified Accountants. He has a Master of Business Administration degree from the University of Hong Kong and a Bachelor of Science degree from Dalhousie University, Halifax, Nova Scotia, Canada.

Except as disclosed above, Mr. Au has not held other directorships in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas.

LENGTH OF SERVICE

Pursuant to a service agreement dated 20 March 2014 entered into between the Company and Mr. Au, Mr. Au is appointed as an executive director and Deputy Chief Executive Officer of the Company for three years commencing on 7 May 2014 which is terminable by either party giving to the other not less than three months’ prior notice in writing. He is also subject to retirement and re-election in general meeting of the Company in accordance with the Company’s articles of association.

RELATIONSHIPS

Mr. Au is a son-in-law of Mr. Auyang Ho, who is an executive director, the Chairman of the Board and a substantial shareholder of the Company. Dr. Owyang King, who is an executive director and Chief Executive Officer of the Company and brother of Mr. Auyang Ho, is accordingly an uncle of Mr. Au. Except as disclosed above, Mr. Au does not have any relationships with any other directors, senior management, substantial shareholders or controlling shareholders of the Company.

INTERESTS IN SHARES

As at the date of this announcement, Mr. Au personally held 320,000 shares of the Company. Except as disclosed above, Mr. Au was not interested or deemed to be interested in the shares or underlying shares of the Company or its associated corporations within the meaning of Part XV of the Securities and Futures Ordinance.

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DIRECTOR’S EMOLUMENTS

Pursuant to the service agreement mentioned above, Mr. Au is entitled to receive the following emoluments:–

• (1) a fixed salary of HK$4,200,000 per annum;

• (2) a year-end cash bonus to be calculated by reference to the profit before taxation and extraordinary items target set by the Board for the relevant fiscal year, provided that the aggregate amount of cash and/or discretionary bonuses payable to Mr. Au and other executive directors of the Company in respect of any fiscal year shall not exceed 10% of the audited consolidated net profit after taxation but before extraordinary items of the Group for that fiscal year; and

• (3) a total of 8,300,000 share options, subject to compliance with all the relevant provisions of the Listing Rules and all the relevant requirements under the Company’s share option scheme (where the said share options are granted to Mr. Au, the Company will issue a further announcement).

The foregoing emoluments of Mr. Au were recommended by the Remuneration Committee of the Company and approved by the Board upon consideration of his qualifications, extensive experience, distinguished expertise, duties and responsibilities with the Group and the Company’s remuneration policy.

OTHER INFORMATION AND MATTERS THAT NEED TO BE DISCLOSED OR BROUGHT TO THE ATTENTION OF SHAREHOLDERS OF THE COMPANY

Except as disclosed above, there is no information of Mr. Au to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and there are no other matters relating to the appointment of Mr. Au that need to be brought to the attention of the shareholders of the Company.

The Board would like to take this opportunity to welcome Mr. Au for joining the Board.

By Order of the Board Computime Group Limited Auyang Ho Chairman

Hong Kong, 21 March 2014

As at the date of this announcement, the Board comprises a total of eight members, being two executive directors, namely, Mr. Auyang Ho (Chairman) and Dr. Owyang King (Chief Executive Officer); three non-executive directors, namely, Mr. Kam Chi Chiu, Anthony, Mr. Arvind Amratlal Patel and Mr. Wong Chun Kong; and three independent non-executive directors, namely, Mr. Luk Koon Hoo, Mr. Patrick Thomas Siewert and Mr. Cheung Ching Leung, David.

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