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Shanghai Able Digital Science&Tech Co., Ltd. Board/Management Information 2009

Aug 7, 2009

50757_rns_2009-08-07_6e217eae-0fc7-4756-a3d8-fc6608d473c6.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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CITIC RESOURCES HOLDINGS LIMITED

(incorporated in Bermuda with limited liability)

(Stock Code: 1205)

RE-DESIGNATION OF DIRECTORS

The Board announces the following re-designations with effect from 7 August 2009.

  • Mr. Kong, an executive director of the Company, has been re-designated a non-executive director of the Company. Mr. Kong shall continue in his role as the Chairman of the Company and as a member of the nomination committee of the Company.

  • Mr. Mi, an executive director of the Company, has been re-designated a non-executive director of the Company. Mr. Mi shall continue in his role as a Vice Chairman of the Company.

  • Mr. Zhang, an executive director of the Company, has been re-designated a non-executive director of the Company. Mr. Zhang shall continue in his role as a member of the remuneration committee and nomination committee of the Company.

RE-DESIGNATION OF EXECUTIVE DIRECTORS TO NON-EXECUTIVE DIRECTORS

The board of directors (the “ Board ”) of CITIC Resources Holdings Limited (the “ Company ”) announces the following re-designations with effect from 7 August 2009.

  • Mr. Kong Dan (“ Mr. Kong ”), an executive director of the Company, has been re-designated a non-executive director of the Company. Mr. Kong shall continue in his role as the Chairman of the Company and as a member of the nomination committee of the Company.

  • Mr. Mi Zengxin (“ Mr. Mi ”), an executive director of the Company, has been re-designated a non-executive director of the Company. Mr. Mi shall continue in his role as a Vice Chairman of the Company.

  • Mr. Zhang Jijing (“ Mr. Zhang ”), an executive director of the Company, has been re-designated a non-executive director of the Company. Mr. Zhang shall continue in his role as a member of the remuneration committee and nomination committee of the Company.

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Mr. Kong , aged 62, has been an executive director and the Chairman of the Company since 2007. He is also a member of the nomination committee of the Company. Mr. Kong is responsible for the strategic planning and corporate development of the Company and its subsidiaries (together, the “ Group ”). He is the Chairman of CITIC Group, CITIC International Financial Holdings Limited, CITIC United Asia Investments Limited (“ CITIC United Asia ”) and CITIC Hong Kong (Holdings) Limited, the chairman and a non-executive director of China CITIC Bank Corporation Limited (“ China CITIC Bank ”) (Stock Code: 998) listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and the Shanghai Stock Exchange, and a non-executive director of CITIC Ka Wah Bank Limited. Prior to joining CITIC Group, Mr. Kong held a number of high-level positions in the China Everbright group of companies between 1984 and 2000, including vice-chairman and president of China Everbright Group Limited and China Everbright Holdings Company Limited. Mr. Kong has extensive business connections and over 24 years’ experience in investment and finance.

Mr. Kong holds a Master’s Degree in Economics from the China Academy of Social Sciences Graduate School.

There is no service contract between the Company and Mr. Kong. He has no fixed term of service with the Company and is subject to retirement by rotation and re-election at annual general meetings in accordance with the bye-laws of the Company (the “ Bye-Laws ”). His remuneration is fixed in accordance with the performance of the Company. Mr. Kong does not receive any salary but as a non-executive director of the Company will be entitled to receive an annual fee which is currently HK$140,000. The fee is in line with that paid by the Company to other non-executive directors of the Company.

As at the date of this announcement, Mr. Kong holds options entitling him to subscribe for 20,000,000 ordinary shares of HK$0.05 each (“ Shares ”) in the share capital of the Company. Save as aforesaid, Mr. Kong does not have any other interests in shares or other securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “ SFO ”).

Save as disclosed above, Mr. Kong does not hold, and has not held, any other positions within the Group and is not connected with any directors, substantial or controlling shareholders, or senior management of the Group.

Save as disclosed above, Mr. Kong has not held any directorship in any other listed company in the last three years.

There is no information relating to Mr. Kong that is required to be disclosed pursuant to Rules 13.51(2)(h) to (w) of the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”) nor are there other matters that need to be brought to the attention of shareholders of the Company (“ Shareholders ”) in relation to the re-designation of Mr. Kong as a non-executive director of the Company.

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Mr. Mi , aged 58, has been an executive director of the Company since 2004 and a Vice Chairman of the Company since 2007. He is also a director of several subsidiaries of the Group. Mr. Mi is responsible for the strategic development of the Group. He is an executive director and a vice president of CITIC Group, the chairman of CITIC USA Holdings Limited and CITIC Australia Pty Limited (“ CA ”), the deputy chairman and a non-executive director of Asia Satellite Telecommunications Holdings Limited (Stock Code: 1135) listed on the Main Board of the Stock Exchange, and a director of CITIC United Asia. He also holds executive management positions in several other subsidiaries of CITIC Group. Mr. Mi has over 25 years’ experience in multi-national business, corporate management and various industries.

Mr. Mi holds a Master’s Degree in Science from Beijing University of Science and Technology.

There is no service contract between the Company and Mr. Mi. He has no fixed term of service with the Company and is subject to retirement by rotation and re-election at annual general meetings in accordance with the Bye-Laws. His remuneration is fixed in accordance with the performance of the Company. Mr. Mi does not receive any salary but as a non-executive director of the Company will be entitled to receive an annual fee which is currently HK$140,000. The fee is in line with that paid by the Company to other non-executive directors of the Company.

As at the date of this announcement, Mr. Mi holds options entitling him to subscribe for 10,000,000 Shares. Save as aforesaid, Mr. Mi does not have any other interests in shares or other securities of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Mi does not hold, and has not held, any other positions within the Group and is not connected with any directors, substantial or controlling shareholders, or senior management of the Group.

Save as disclosed above, Mr. Mi has not held any directorship in any other listed company in the last three years.

There is no information relating to Mr. Mi that is required to be disclosed pursuant to Rules 13.51(2)(h) to (w) of the Listing Rules nor are there other matters that need to be brought to the attention of Shareholders in relation to the re-designation of Mr. Mi as a non-executive director of the Company.

Mr. Zhang , aged 53, has been an executive director of the Company since 2002. He is also a member of the remuneration committee and nomination committee of the Company and a director of several subsidiaries of the Group. Mr. Zhang is responsible for the corporate development of the Group. He is a director, an assistant president and the head of the Strategy & Planning Department of CITIC Group, the deputy chairman of CA and a director of Keentech Group Limited. He is also a non-executive director of CITIC Pacific Limited (Stock Code: 267) listed on the Main Board of the Stock Exchange, CITIC Securities Co., Ltd. listed on the Shanghai Stock Exchange and China CITIC Bank. Mr. Zhang has previously been the managing director of CITIC Australia Group, a director and vice president of CA, and the deputy division chief of the Overseas Investment Department of CITIC Group. Mr. Zhang had, over a decade ago, also served as a non-executive director of certain companies in which CA had invested in (including Yaohan International Holdings Limited and Pacific Asia International Pty Limited). From 14 February 1996 to 22 November 1997 and from 24 February 1998 to 20 November 1998, Mr. Zhang served as a non-executive director of Yaohan International Holdings Limited (a company incorporated in Bermuda and subsequently in liquidation). Current status and outcome of the proceeding is unknown. Mr. Zhang also served as a

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non-executive director of Pacific Asia International Pty Limited from 30 June 1995 to 17 September 1999 and this company was deregistered on 20 June 2004 after its liquidation. The Board is of the view that Mr. Zhang’s role as a non-executive director of the aforesaid companies which went into liquidation does not have any significant impact on Mr. Zhang’s qualification to serve as a non-executive director of the Company. He has over 23 years’ experience in corporate management, industrial investment, business finance and the aluminium industry.

Mr. Zhang holds a Bachelor Degree in Engineering from Hefei Polytechnic University in Anhui Province and a Master’s Degree in Economics from the Graduate School of Chinese Academy of Social Sciences in Beijing.

There is no service contract between the Company and Mr. Zhang. He has no fixed term of service with the Company and is subject to retirement by rotation and re-election at annual general meetings in accordance with the Bye-Laws. His remuneration is fixed in accordance with the performance of the Company. Mr. Zhang does not receive any salary but as a non-executive director of the Company will be entitled to receive an annual fee which is currently HK$140,000. The fee is in line with that paid by the Company to other non-executive directors of the Company.

As at the date of this announcement, Mr. Zhang holds options entitling him to subscribe for 10,000,000 Shares and has family interests of 28,000 Shares within the meaning of Part XV of the SFO. Save as aforesaid, Mr. Zhang does not have any other interests in shares or other securities of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, Mr. Zhang does not hold, and has not held, any other positions within the Group and is not connected with any directors, substantial or controlling shareholders, or senior management of the Group.

Save as disclosed above, Mr. Zhang has not held any directorship in any other listed company in the last three years.

There is no information relating to Mr. Zhang that is required to be disclosed pursuant to Rules 13.51(2)(h) to (k) and (m) to (w) of the Listing Rules nor are there other matters that need to be brought to the attention of Shareholders in relation to the re-designation of Mr. Zhang as a non-executive director of the Company.

By Order of the Board CITIC Resources Holdings Limited Sun Xinguo Chief Executive Officer

Hong Kong, 7 August 2009

As at the date hereof, the executive directors of the Company are Mr. Shou Xuancheng; Mr. Sun Xinguo; Ms. Li So Mui; Mr. Qiu Yiyong and Mr. Zeng Chen, the non-executive directors are Mr. Kong Dan; Mr. Mi Zengxin; Mr. Wong Kim Yin; Ms. Yap Chwee Mein (alternate to Mr. Wong Kim Yin) and Mr. Zhang Jijing, and the independent non-executive directors are Mr. Fan Ren Da, Anthony; Mr. Ngai Man and Mr. Tsang Link Carl, Brian.

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