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.

DIT GROUP LIMITED

築 友 智 造 科 技 集 團 有 限 公 司

(Incorporated in Bermuda with limited liability)

(Stock Code: 726)

  1. CHANGE OF DIRECTORS AND CHAIRMAN OF THE BOARD AND
  2. CHANGE OF COMPOSITION OF THE REMUNERATION COMMITTEE AND NOMINATION COMMITTEE

CHANGE OF DIRECTORS AND CHAIRMAN OF THE BOARD

The Board hereby announces that, with effect from 21 August 2020:

  1. Mr. Wu Po Sum has resigned as an executive Director and the chairman of the Board;
  2. Mr. Liu Weixing has been appointed as an executive Director and the chairman of the Board; and
  3. Ms. Wang Jing has been appointed as an executive Director.

CHANGE OF COMPOSITION OF THE REMUNERATION COMMITTEE AND NOMINATION COMMITTEE

The Board hereby announces that, following the changes of the composition of the Board, the composition of the Remuneration Committee and the Nomination Committee is changed with effect from 21 August 2020:

Remuneration Committee

Mr. Wu Po Sum, an executive Director, has ceased to be a member of the Remuneration Committee. Mr. Liu Weixing, an executive Director, has been appointed as a member of the Remuneration Committee.

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Nomination Committee

Mr. Wu Po Sum, an executive Director, has ceased to be the chairman of the Nomination Committee. Mr. Liu Weixing, the chairman of the Board, has been appointed as the chairman of the Nomination Committee.

CHANGE OF DIRECTORS AND CHAIRMAN OF THE BOARD

The Board hereby announces that Mr. Wu Po Sum (''Mr. Wu''), the ultimate controlling shareholder of the Company, has resigned as an executive Director and the chairman of the Board with effect from 21 August 2020.

The Board understood from Mr. Wu that he would like to devote more time to his other business commitments. Mr. Wu has confirmed that he has no disagreement with the Board and there is no matter relating to his resignation that needs to be brought to the attention of the Shareholders or the Stock Exchange.

The Board would like to express its sincere gratitude to Mr. Wu for his valuable contribution and services to the Company during his tenure of office as executive Director and the chairman of the Board.

The Board also hereby announces that with effect from 21 August 2020, (i) Mr. Liu Weixing (''Mr. Liu'') has been appointed as an executive Director and the chairman of the Board; and (ii) Ms. Wang Jing (''Ms. Wang'') has been appointed as an executive Director. The biographical details of Mr. Liu and Ms. Wang (collectively the ''New Directors'') are set out below:

Mr. Liu

Mr. Liu, aged 60, has been appointed as an executive Director with such appointment to take effect from 21 August 2020. He has over 36 years of experience in banking and finance. He is currently an executive director of CCRE.

Mr. Liu held positions of officer and vice division chief responsible for industrial and commercial credit facilities in Luoyang Region Center Branch of People's Bank of China from 1979 to 1984. Mr. Liu held several positions in Industrial and Commercial Bank of China from 1985 to August 2016, including the vice president of Luoyang Region Center Branch, the vice president of Sanmenxia City Branch, an officer of Henan Province Branch, assistant to the president of Henan Province Branch, the vice president of Henan Province Branch, the president of Anhui Province Branch, the president of Chongqing City Branch, the president of Henan Province Branch and the head of Internal Audit Department of Main Branch.

Mr. Liu obtained a certificate of graduation in banking management from Henan Banking College* (河南銀行學校) in 1979, a certificate of graduation in financial management from Zhengzhou University in 1983, a master degree in economics from Henan University in 1998 and a certificate of graduation in law from Tsinghua University in 2005.

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The Company has entered into a service agreement with Mr. Liu in relation to his appointment as an executive Director for a term of three years commencing from 21 August 2020. In accordance with the terms of the service agreement, Mr. Liu is entitled to an annual director's fee of HK$2,000,000. Mr. Liu's remuneration is determined with reference to his experience, duties and responsibilities, workload and time devoted to the Group, and will be reviewed by the Remuneration Committee from time to time. Mr. Liu will hold office until the next following general meeting of the Company and will be subject to retirement and re-election pursuant to the bye-laws of the Company.

As at the date of this announcement, Mr. Liu is interested in 10,260,000 Shares, representing approximately 0.09% of the issued share capital of the Company. Save as disclosed aforesaid, Mr. Liu does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

Ms. Wang

Ms. Wang, aged 50, has been appointed as an executive Director with such appointment to take effect from 21 August 2020. She is currently the vice president of Drawin Intelligent Manufacture Technology Industry Limited* (築友智造科技產業集團有限公司).

Ms. Wang has 29 years of extensive working experience. She was a technician of the Research Institute of Zhongyuan Pharmaceutical Factory* (中原製藥廠研究所) from 1991 to 1997. She joined the CCRE Group in 1997 until April 2020 and held several positions there. During her 23 years in the CCRE Group, Ms. Wang served as the vice president of Central China Real Estate Group (China) Company Limited* (建業住宅集團有限公司) (''Central China Real Estate''), including the general manager of the design management center, the assistant president and the general manager of the Forest Peninsula Project (森林 半島項目), the general manager of Zhengzhou Metropolitan Area, the director of the product management center, the general manager of the Zhengzhou-Kaifeng Region and the general manager of Henan Central China Commercial Real Estate Management Company Limited* (河南建業商業地產經營管理有限公司), during which she was also charged with managing Henan Central China Modern Agricultural Investment Company* (河南建業現代 農業投資公司) and the Window of Jianye Project (建業之窗項目). She was also a member of the implementation committee of Central China Real Estate.

Ms. Wang graduated from Zhengzhou Air Defense Force Academy in 1991, majoring in mechatronics, and obtained an Executive Master of Business Administration (EMBA) from National University of Singapore in 2012.

The Company has entered into a service agreement with Ms. Wang in relation to his appointment as an executive Director for a term of three years commencing from 21 August 2020. In accordance with the terms of the service agreement, Ms. Wang is entitled to an annual director's fee of RMB1,300,000. Ms. Wang's remuneration is determined with reference to his experience, duties and responsibilities, workload and time devoted to the Group, and will be reviewed by the Remuneration Committee from time to time. Ms. Wang will hold office until the next following general meeting of the Company and will be subject to retirement and re-election pursuant to the bye-laws of the Company.

As at the date of this announcement, Mr. Wang does not have any interest in the shares of the Company within the meaning of Part XV of the SFO.

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Save as disclosed above, (i) each of the New Directors does not hold any other positions with the Company or any of its subsidiaries; (ii) each of the New Directors does not hold, and has not held in the last three years, any other directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) each of the New Directors has no relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Company; (iv) no other information in relation to the appointment of each of the New Directors to their respective positions in the Company is needed to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules; and (v) no other matters in relation to the appointment of each of the New Directors to their respective positions in the Company need to be brought to the attention of the Shareholders.

The Board would like to take this opportunity to express its warm welcome to Mr. Liu and Ms. Wang for joining the Board.

CHANGE OF COMPOSITION OF THE REMUNERATION COMMITTEE AND NOMINATION COMMITTEE

The Board hereby announces that, following the changes of the composition of the Board, the composition of the Remuneration Committee and the Nomination Committee is changed with effect from 21 August 2020:

Remuneration Committee

Mr. Wu has ceased to be a member of the Remuneration Committee. Mr. Liu, an executive Director, has been appointed as a member of the Remuneration Committee. Following the above changes, the Remuneration Committee comprises of Mr. Jiang Hongqing (as the chairman), Mr. Liu and Mr. Lee Chi Ming.

Nomination Committee

Mr. Wu has ceased to be the chairman of the Nomination Committee. Mr. Liu, the chairman of the Board, has been appointed as the chairman of the Nomination Committee. Following the above changes, the Nomination Committee comprises of Mr. Liu (as the chairman), Mr. Jiang Hongqing and Mr. Lee Chi Ming.

The composition of the Audit Committee remains the same with Mr. Lee Chi Ming as the chairman and Mr. Jiang Hongqing and Mr. Ma Lishan as members.

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DEFINITIONS

Unless the context requires otherwise, capitalised terms used herein shall have the same meanings as set forth below:

''Audit Committee'' ''Board'' ''CCRE''

the audit committee of the Company

the board of Directors

Central China Real Estate Limited (建業地產股份有限公 司), a limited liability company incorporated in the Cayman Islands, the shares of which are listed on the Main Board of the Stock Exchange with stock code 832

''CCRE Group''

CCRE and its subsidiaries from time to time

''Company''

DIT Group Limited, a company incorporated in Bermuda

with limited liability, the Shares of which are listed on the

Main Board of the Stock Exchange

''controlling shareholders''

has the meaning ascribed to it under the Listing Rules

''Director(s)''

the director(s) of the Company from time to time

''Group''

the Company and its subsidiaries from time to time

'''HK$''

Hong Kong dollars, the lawful currency of Hong Kong

''Hong Kong''

the Hong Kong Special Administrative Region of the

People's Republic of China

''Listing Rules''

the Rules Governing the Listing of Securities on the Stock

Exchange

''Nomination Committee''

the nomination committee of the Company

''Remuneration Committee'' the remuneration committee of the Company

''SFO''

the Securities and Futures Ordinance (Chapter 571 of the

Laws of Hong Kong)

''Share(s)''

the ordinary share(s) of par value HK$0.10 each in the

share capital of the Company

''Shareholder(s)''

the holder(s) of the issued Share(s)

''Stock Exchange''

The Stock Exchange of Hong Kong Limited

''subsidiaries''

has the meaning ascribed to it under the Companies

Ordinance (Chapter 622 of the Laws of Hong Kong)

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''substantial shareholders'' has the meaning ascribed to it under the Listing Rules

By order of the Board

DIT Group Limited

Liu Weixing

Chairman and Executive Director

Hong Kong, 21 August 2020

As at the date of this announcement, the Board comprises Mr. Liu Weixing (Chairman), Mr. Guo Weiqiang and Ms. Wang Jing as executive Directors; Ms. Wu Wallis (alias Li Hua) and Mr. Wang Jun as non-executive Directors; Mr. Jiang Hongqing, Mr. Lee Chi Ming and Mr. Ma Lishan as independent non-executive Directors.

  • For identification purpose only

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China Minsheng Drawin Technology Group Ltd. published this content on 21 August 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 21 August 2020 12:41:51 UTC