CWT International : Announcements and Notices - Appointment of Executive Directors, Change of Composition of Board Committees and List of Directors and Their Roles and Functions

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CWT INTERNATIONAL LIMITED

(Receivers Appointed)

(Incorporated in Hong Kong with limited liability)

(Stock Code: 521)

APPOINTMENT OF EXECUTIVE DIRECTORS,

CHANGE OF COMPOSITION OF BOARD COMMITTEES

AND

LIST OF DIRECTORS AND THEIR ROLES AND FUNCTIONS

The Board announces that:

1. Mr. Zhu Weijun has been appointed an Executive Director of the Company and a Co-Chairman of the Board, as well as the chairman of the Nomination Committee and a member of each of the Executive Committee and the Remuneration Committee of the Company, with effect from 1 July 2019;
2. Mr. Chen Chao has been appointed as an Executive Director of the Company, with effect from 1 July 2019;
3. Mr. Ding Lei, an Executive Director of the Company and the Co-Chairman of the Board, has been appointed the chairman of each of the Executive Committee and the Investment Committee of the Company, with effect from 1 July 2019; and
4. Mr. Li Tongshuang, an Executive Director and the Chief Executive Officer of the Company, has been appointed a member of each of the Executive Committee and the Investment Committee of the Company, with effect from 1 July 2019.

APPOINTMENT OF EXECUTIVE DIRECTOR AND CO-CHAIRMAN

The board of directors (the "Board") of CWT International Limited (Receivers appointed) (the "Company") announces that Mr. Zhu Weijun ("Mr. Zhu") has been appointed an Executive Director of the Company and a Co-Chairman of the Board as well as the chairman of the Nomination Committee and a member of each of the Executive Committee and the Remuneration Committee of the Company, with effect from 1 July 2019. Mr. Zhu and Mr. Ding Lei, another Co-Chairman of the Board, will both be Co-Chairmen and they will together provide leadership to the Board.

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Mr. Zhu, aged 46, holds a master degree of business administration from Cheung Kong Graduate School of Business. He joined HNA Group Co., Ltd.* (海航集團有限公司) ("HNA Group") in

1998, a substantial shareholder of the Company within the meaning of Part XV of the Securities and Futures Ordinance (the "SFO"), and served as senior executives for its certain companies,

namely, the chief financial officer of HNA Group, the chairman of HNA Property Holding (Group) Co. Ltd.* (海航置業控股(集團)有限公司), the executive vice president of HNA Group and the chairman of Beijing Yang Zheng Investment Co., Ltd.* (北京養正投資有限公司). Mr. Zhu is the chairman of HNA Investment Group Co., Limited* (海航投資集團股份有限公司) (a

Shenzhen A-share listed company, stock code: 000616) and the vice president of HNA Logistics Group Co., Ltd.* (海航物流集團有限公司), both of them are under HNA Group Co., Ltd.* (海航

集團有限公司). He has extensive management knowledge and working experience in property, logistic and investment.

Save as disclosed above, Mr. Zhu 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 of the Company.

As at the date of this announcement, Mr. Zhu is interested in 4,106,000 shares of the Company. Saved as disclosed above, he 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. Zhu will hold office until the next following annual general meeting of the Company, at which time he will be eligible for re-election. Thereafter, Mr. Zhu will be subject to rotation requirements as contained in the Articles and shall retire from office by rotation at least once every three years.

An engagement letter was entered into between Mr. Zhu and the Company for a term commencing from 1 July 2019 and expiring on 31 December 2019. Under the engagement letter, Mr. Zhu is not entitled to any director's fee or any kind of remuneration.

In relation to the appointment of Mr. Zhu, 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 of the Company (the "Shareholders").

The Board would like to take this opportunity to welcome Mr. Zhu on the Board.

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APPOINTMENT OF EXECUTIVE DIRECTOR

The Board also announces that Mr. Chen Chao ("Mr. Chen") has been appointed as an Executive Director of the Company, with effect from 1 July 2019.

Mr. Chen, aged 35, holds a Bachelor of Arts degree from the University of Massachusetts Amherst. He is currently the vice president of HNA Group and the chairman of HNA Group (International) Co., Ltd., both of which are substantial shareholders of the Company within the meaning of Part XV of the SFO. He was an executive director and the co-chairman of the board of Hong Kong International Construction Investment Management Group Co., Limited (Stock Code: 687) from 2018 to 2019, which is under HNA Group. Mr. Chen joined HNA Group in 2012. He served as a chief investment officer and a chief innovation officer of HNA Group as well as the executive chairman of HNA Innovation Finance Group Co., Limited, amongst others. Prior to joining HNA Group, he was an associate in the fixed income division at Morgan Stanley Asia Limited and Credit Suisse (Hong Kong) Limited, and a vice president at Deutsche Bank (China) Co., Ltd. Beijing Branch respectively. Mr. Chen is the nephew of Mr. Chen Feng, the co-founder and the chairman of the board of directors of HNA Group.

Save as disclosed above, Mr. Chen 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 of the Company.

As at the date of this announcement, Mr. Chen 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. Chen will hold office until the next following annual general meeting of the Company, at which time he will be eligible for re-election. Thereafter, Mr. Chen will be subject to rotation requirements as contained in the Articles and shall retire from office by rotation at least once every three years.

An engagement letter was entered into between Mr. Chen and the Company for a term commencing from 1 July 2019 and expiring on 31 December 2019. Under the engagement letter, Mr. Chen is not entitled to any director's fee or any kind of remuneration.

In relation to the appointment of Mr. Chen, 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. Chen to the Board.

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CHANGE OF COMPOSITION OF BOARD COMMITTEES

Mr. Ding Lei, an Executive Director of the Company and the Co-Chairman of the Board, has been appointed the chairman of each of the Executive Committee and the Investment Committee of the Company, with effect from 1 July 2019.

Mr. Li Tongshuang, an Executive Director and the Chief Executive Officer of the Company, has been appointed a member of each of the Executive Committee and the Investment Committee of the Company, with effect from 1 July 2019.

DUTIES OF CO-CHAIRMEN OF THE BOARD

The Articles and the Corporate Governance Code issued pursuant to the Listing Rules have stipulated the duties and responsibilities of the chairman of the Board. The Board believes the Co-Chairmen can perform their roles without conflict, and the Company's previous disclosures regarding the roles of the Co-Chairmen continue to apply.

LIST OF DIRECTORS AND THEIR ROLES AND FUNCTIONS

With effect from 1 July 2019, the members of the Board and the membership of the five Board committees of the Company are as follows:

Members of the Board

Executive Directors

Zhu Weijun (Co-Chairman)

Ding Lei (Co-Chairman)

Li Tongshuang (Chief Executive Officer)

Zhao Quan

Chen Chao

Non-executive Director

Mung Bun Man, Alan

Independent Non-executive Directors

Leung Shun Sang, Tony

Liem Chi Kit, Kevin

Lam Kin Fung, Jeffrey

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Membership of the five Board committees

Board
Committee	Executive	Audit	Nomination	Remuneration	Investment
Director	Committee	Committee	Committee	Committee	Committee
Zhu Weijun	M		C	M
Ding Lei	C				C
Li Tongshuang	M				M
Zhao Quan
Chen Chao
Mung Bun Man, Alan
Leung Shun Sang, Tony		M	M	M	M
Liem Chi Kit, Kevin		C	M	C	M
Lam Kin Fung, Jeffrey		M	M	M

Notes:

1. Chairman of the relevant Board committees M Member of the relevant Board committees

By order of the Board

CWT INTERNATIONAL LIMITED

(Receivers Appointed)

Ding Lei

Executive Director

Hong Kong, 1 July 2019

As at the date of this announcement, the Board comprises Mr. Zhu Weijun (Executive Director and Co-Chairman), Mr. Ding Lei (Executive Director and Co-Chairman), Mr. Li Tongshuang (Executive Director and Chief Executive Officer), Mr. Zhao Quan (Executive Director), Mr. Chen Chao (Executive Director), Mr. Mung Bun Man, Alan (Non-executive Director), Mr. Leung Shun Sang, Tony (Independent Non-executive Director), Mr. Liem Chi Kit, Kevin (Independent Non-executive Director) and Mr. Lam Kin Fung, Jeffrey (Independent Non-executive Director).

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