CWT International : Announcements and Notices - Resignation of Independent Non-executive Director and Re-designation of Non-executive Director to Independent Non-executive Director and Re-designation and Appointment of Chief Executive Officer and Changes in Composition of Board Committees and List of Directors and Their Roles and Functions

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CWT INTERNATIONAL LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 521)

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

AND

RE-DESIGNATION OF NON-EXECUTIVE DIRECTOR TO

INDEPENDENT NON-EXECUTIVE DIRECTOR AND

RE-DESIGNATION AND APPOINTMENT OF CHIEF EXECUTIVE OFFICER

AND

CHANGES IN COMPOSITION OF BOARD COMMITTEES

AND

LIST OF DIRECTORS AND THEIR ROLES AND FUNCTIONS

The Board announces that:

• 1. Mr. Leung Kai Cheung has resigned as an Independent Non-executive Director of the Company, and ceased to act as the chairman of each of the Audit Committee and Remuneration Committee as well as a member of each of the Nomination Committee and the Investment Committee of the Company, with effect from 9 November 2018;

• 2. Mr. Ding Lei, an Executive Director, has been re-designated and therefore has ceased his roles as the Chief Executive Officer, and a member of each of the Executive Committee and Investment Committee of the Company, with effect from 9 November 2018;

• 3. Mr. Xu Haohao, currently an Executive Director and a Co-Chairman of the Board, has been appointed as the Chief Executive Officer of the Company, with effect from 9 November 2018;

• 4. Mr. Leung Shun Sang, Tony has been re-designated from a Non-executive Director to an Independent Non-executive Director, and has been appointed as a member of each of the Audit Committee and Remuneration Committee of the Company, with effect from 9 November 2018; and

• 5. Mr. Liem Chi Kit, Kevin, an Independent Non-executive Director and also a member of each of the Audit Committee and Remuneration Committee of the Company, has been appointed as the chairman of each of the Audit Committee and Remuneration Committee, and a member of the Investment Committee of the Company, with effect from 9 November 2018.

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Leung Kai Cheung

The board of directors (the "Board") of CWT International Limited (the "Company") announces that Mr. Leung Kai Cheung has resigned as an Independent Non-executive Director of the Company due to health reasons, and ceased to act as the chairman of each of the Audit Committee and Remuneration Committee as well as a member of each of the Nomination Committee and the Investment Committee of the Company, with effect from 9 November 2018.

Mr. Leung Kai Cheung has confirmed that he has no disagreement with the Board and there is no other matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company (the "Shareholders").

The Board would like to take this opportunity to thank Mr. Leung Kai Cheung for his invaluable contributions to the Board during his tenure of services.

RE-DESIGNATION OF CHIEF EXECUTIVE OFFICER

Mr. Ding Lei

The Board also announces that, with effect from 9 November 2018, the roles of Mr. Ding Lei ("Mr. Ding") have been re-designated and as such, he has ceased to be the Chief Executive Officer, and a member of each of the Executive Committee and Investment Committee of the Company but has remained to be an Executive Director of the Company.

Mr. Ding has confirmed that he has no disagreement with the Board and there is no other matter relating to his re-designation that needs to be brought to the attention of the Shareholders.

Mr. Ding, aged 39, holds a bachelor's degree in Finance and International Finance from Beijing University of Aeronautics and Astronautics, a master's degree in Statistics from Leland Stanford Junior University and a master's degree in Financial Mathematics from University of Chicago. Mr. Ding was appointed as an Executive Director and the Chief Executive Officer in April 2018. He was responsible for the business development and day-to-day management of the Company and its subsidiaries (together the "Group") until he re-designated from the Chief Executive Officer. He also acts as directors of a number of subsidiaries of the Company. Mr. Ding is currently the chief operating officer of HNA Group (International) Company Limited, a substantial shareholder of the Company within the meaning of Part XV of the Securities and Futures Ordinance (the "SFO"), which is under HNA Group Co., Ltd.* (ऎঘණྠϞࠢʮ̡) also as a substantial shareholder of the Company. Mr. Ding joined HNA Group Co., Ltd.* (ऎ ঘණྠϞࠢʮ̡) in 2017. He was engaged with senior management positions, namely the chief innovation officer of HNA Modern Logistics Group Co., Limited* (ऎঘତ˾يݴණྠ Ϟࠢʮ̡), the chief innovation officer of HNA Innovation Finance Group Co., Limited, the chairman of HNA Import and Export Co., Limited* (ऎঘආ̈ɹϞࠢʮ̡) and the chairmanof International Innovation Capital (HK) Limited. Mr. Ding also worked as the vice-president of China clients and marketing services of Hong Kong Exchanges and Clearing Limited, the director of global commodities and futures of China Merchants Securities (HK) Co., Limited, the director of global commodities and futures of BOC International Holdings Limited, the first vice-president of PRC commodities department of Newedge Financial Group and the product controller of the foreign exchange derivatives department of Goldman Sachs. Mr. Ding has almost 10 years working and management experience in the field of commodities marketing.

Save as disclosed above, Mr. Ding does not hold any directorships in other Hong Kong or overseas listed public companies in the last three years and does not have any relationship with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders.

As at the date of this announcement, Mr. Ding does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. In accordance with the articles of association of the Company (the "Articles"), Mr. Ding will be subject to rotation requirements as contained in the Articles and shall retire from office by rotation at least once every three years.

A service agreement was entered into between Mr. Ding and the Company for a term commencing from 13 April 2018 and expiring on 31 December 2019. Under the service agreement, Mr. Ding is entitled to a monthly salary of HK$180,000 or such higher salary and discretionary bonus as may be determined by the Board from time to time pursuant to the authority given by the Shareholders. Such salary was, and discretionary bonus will be, determined with reference to the then prevailing market conditions, the performance of the Company as well as Mr. Ding's individual performance.

In relation to the re-designation of Mr. Ding, there is no information which is discloseable nor is/ was he involved in any matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the "Listing Rules"), and there is no other matter that needs to be brought to the attention of the Shareholders.

The Board would like to take this opportunity to thank Mr. Ding for his invaluable contributions to the Board during his tenure of services as the Chief Executive Officer of the Company.

APPOINTMENT OF CHIEF EXECUTIVE OFFICER

Mr. Xu Haohao

The Board also announces that Mr. Xu Haohao ("Mr. Xu"), currently an Executive Director and a Co-Chairman of the Board, has been appointed as the Chief Executive Officer of the Company with effect from 9 November 2018. As the Chief Executive Officer, Mr. Xu is also responsible for the business development and day-to-day management of the Group.

Mr. Xu, aged 34, holds a bachelor's degree in Financial Administration from University of Winnipeg, Canada. He joined the Finance Department of the Company in January 2014 and was appointed as the Financial Controller in April of the same year overseeing the financial matters; and he was appointed as the Vice-President in July of the same year. Mr. Xu was appointed as an Executive Director of the Company in December 2014. In February 2015, he was appointed as the Executive President of the Company, responsible for the general operation of the Company. As from February 2016, Mr. Xu was also responsible for the matters relating to the Company's external communication, strategy and investment programs, etc. He was subsequently appointed as the President in August 2017, responsible for the business development and day-to-day management of the Group. In March 2018, Mr. Xu was appointed as the Co-Chairman of the Board and accordingly, stepped down as the President. He is also acting as the Chairman of Nomination Committee, the co-chairman of each of Executive Committee and Investment Committee and a member of Remuneration Committee. Mr. Xu also acts as directors of a number of subsidiaries of the Company. In November 2016 and April 2018, he has been appointed as a non-executive director of AID Life Science Holdings Limited (formerly known as Healthoo International Technology Holdings Limited) (Stock Code: 8088), a listed company in Hong Kong, and a director of HY Energy Group Co., Ltd. (formerly known as Zhejiang Haiyue Co., Ltd.) (an A-Share listed company on the Shanghai Stock Exchange, stock code: 600387), which is under HNA Group Co. Ltd., a substantial shareholder of the Company within the meaning of Part XV of the SFO, respectively. Before joining the Company, he had served as the general manager of the finance department of Hong Kong Airlines Limited. Mr. Xu has extensive management knowledge and working experience in financial and corporate management.

Save as disclosed above, Mr. Xu does not hold any directorships in other Hong Kong or overseas listed public companies in the last three years and does not have any relationship with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders.

As at the date of this announcement, Mr. Xu does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company and its associated corporations within the meaning of Part XV of the SFO. In accordance with the Articles, Mr. Xu will be subject to rotation requirements as contained in the Articles and shall retire from office by rotation at least once every three years.

A service agreement was entered into between Mr. Xu and the Company for a term of three years commencing on 1 January 2017. Under the service agreement, Mr. Xu is entitled to a monthly salary of HK$143,000 or such higher salary and discretionary bonus as may be determined by the Board from time to time pursuant to the authority given by the Shareholders. With effect from August 2017, his monthly salary has been restated by increasing to HK$182,000. With effect from 28 May 2018, his monthly salary has been further restated by increasing to HK$202,100. Such salary was, and discretionary bonus will be, determined with reference to the then prevailing market conditions, the performance of the Company as well as Mr. Xu's individual performance.

In relation to the above additional appointment of Mr. Xu, there is no information which is discloseable nor is/ was he involved in any matters required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to (v) of the Listing Rules, and there is no other matter that needs to be brought to the attention of the Shareholders.

The Board would like to take this opportunity to welcome Mr. Xu on his new appointment.

Pursuant to code provision A.2.1 of the Corporate Governance Code set out in Appendix 14 of the Listing Rules, the responsibilities between the chairman and the chief executive officer should be segregated and should not be performed by the same individual. However, Mr. Xu is the Chief Executive Officer of the Company, and he also acts as the Co-Chairman of the Board. The Board believes that vesting the roles of both Co-Chairman and Chief Executive Officer in the same person has the benefit of ensuring consistent leadership within the Group and enables more effective and efficient overall strategic planning for the Group. In addition, Mr. Guo Ke, as the Co-Chairman of the Board, will share the role and responsibilities as chairman of the Board with Mr. Xu.

The Board considers this structure will enable the Company to make and implement decisions more promptly and effectively. The Board believes that the balance of power and authority is adequately ensured by the operation of the Board, which comprises experienced and high calibre individuals with a sufficient number thereof being Independent Non-executive Directors.

RE-DESIGNATION OF NON-EXECUTIVE DIRECTOR TO INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHANGES IN COMPOSITION OF BOARD COMMITTEES

Mr. Leung Shun Sang, Tony

The Board is also pleased to announce that Mr. Leung Shun Sang, Tony ("Mr. Tony Leung") has been re-designated from a Non-executive Director to an Independent Non-executive Director of the Company, and has been appointed as a member of each of the Audit Committee and Remuneration Committee of the Company, with effect from 9 November 2018.