Computime Group LimitedHKEX: 320

Resignation of deputy chief executive officer and re-designation of director

· Issued by Computime Group Limited

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.

COMPUTIME GROUP LIMITED ږᘒஷණྠϞࠢʮ̡*

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 320)

RESIGNATION OF DEPUTY CHIEF EXECUTIVE OFFICER

AND

RE-DESIGNATION OF DIRECTOR

The Board announces that Mr. Au Hing Lun, Dennis has tendered his resignation as the Deputy Chief Executive Officer of the Company with effect from 28 February 2018. Mr. Au will be re-designated from an executive director to a non-executive director of the Company and will cease to be a member of the Executive Committee of the Company with effect from 28 February 2018.

The board of directors (the "Board") of Computime Group Limited (the "Company") announces that Mr. Au Hing Lun, Dennis ("Mr. Au") has tendered his resignation as the Deputy Chief Executive Officer of the Company with effect from 28 February 2018 to pursue other opportunities. Mr. Au will be re-designated from an executive director to a non-executive director of the Company and will cease to be a member of the Executive Committee of the Company with effect from 28 February 2018.

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 58, has been re-designated as a non-executive director of the Company with effect from 28 February 2018. Mr. Au is a son-in-law of Mr. Auyang Ho, the Chairman of the Company. Dr. Owyang King, the Chief Executive Officer of the Company and younger brother of Mr. Auyang Ho, is accordingly an uncle of Mr. Au. Mr. Au joined the Company on 7 May 2014, and was subsequently appointed as an executive director, a member of the Executive Committee, and the Deputy Chief Executive Officer of the Company to head up the Brand Distribution Division. Mr. Au has over 30 years of 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) specialising 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. 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 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. Mr. Au resigned 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.

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

LENGTH OF SERVICE

Pursuant to the letter of appointment issued by the Company to Mr. Au, Mr. Au is appointed as a non-executive director of the Company for two years commencing on 28 February 2018 which may be terminated by either party giving to the other not less than two 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 a younger 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 8,820,000 Shares, representing approximately 1.05% of the total issued share capital of the Company. He also held 4,150,000 share options of the Company, which entitle him to subscribe for 4,150,000 Shares. Save as disclosed above, Mr. Au was not interested or deemed to be interested in any shares or underlying shares of the Company or its associated corporations pursuant to Part XV of the Securities and Futures Ordinance.

DIRECTOR'S EMOLUMENTS

Pursuant to the letter of appointment issued by the Company to Mr. Au, Mr. Au is entitled to receive a fixed director's fee of HK$144,000 per annum and a fee of HK$8,400 for attending each scheduled Board meeting. Except for the Company's share option scheme, Mr. Au is not eligible to participate in any bonus schemes or other benefits of the kind available to executive directors.

The above emoluments of Mr. Au are determined with reference to his experience, duties and responsibilities and are subject to review by the Board from time to time.

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 re-designation of Mr. Au that need to be brought to the attention of the shareholders of the Company.

By Order of the Board Computime Group Limited

Auyang Ho Chairman

Hong Kong, 22 February 2018

As at the date of this announcement, the directors of the Company are:

Executive Directors:

Mr. Auyang Ho (Chairman)

Dr. Owyang King (Chief Executive Officer)

Mr. Au Hing Lun, Dennis (Deputy Chief Executive Officer)

Non-executive Directors:

Mr. Kam Chi Chiu, Anthony Mr. Arvind Amratlal Patel Mr. Wong Chun Kong

Independent Non-executive Directors: Mr. Luk Koon Hoo

Mr. Patrick Thomas Siewert Mr. Cheung Ching Leung, David

*

For identification purposes only