09:25 CH N RES DEV<00661> - Announcement (3) Mr. Wong Ki Kit Mr. Wong resigned as independent non-executive Director of the Company due to his personal reasons and ceased to be the chairman of the audit committee of the Company with effect from 8 April 2005. Mr. Wong has in his resignation letter dated 8 April 2005 confirmed that he had no disagreement with the Company and there was no matter relating to his resignation that needed to be brought to the attention of the shareholders of the Company. According to enquiries that the Company had made with each of Mr. Zhou and Mr. Wong, Mr. Zhou resigned by reason of his personal affairs and Mr. Wong resigned because the time demanded of him for his full time job make him unable to devote sufficient time and attention to the Group. In view of the reasons for their resignations and taking into account that the Company is under the proper management of the directors and senior management of the Company and does not rely solely on any single member of the Board or of the senior management for its proper management and operation, the Board decided to accept their resignations. Appointment Mr. Li Qiao Feng Mr. Li, one of the executive Directors of the Company, was appointed as the chairman of the Company in place of Mr. Zhou with effect from 11 April 2005. Mr. Li joined the Group on 27 October 2004. Mr. Li, aged 33, graduated from the Graduate School of Chinese Social Science Academy (*), is a holder of a master degree in currency banking (*). He has over ten years' experience in capital administration and corporate management. Mr. Li is currently an executive Director of the Company. Mr. Li has not entered into any service agreement with the Company and he is not appointed for a specific term. Mr. Li is entitled to receive an emolument of HK$650,000 per annum, which is determined between Mr. Li and the Company at arm's length on the basis of his previous experience, qualifications, responsibilities with the Company, the current financial position of the Company and prevailing market conditions. Other than (i) his executive directorship with, and his new appointment as chairman of the Company and (ii) his directorship in each of the following subsidiaries of the Company, Mr. Li has not held any other position with the Company or any of its subsidiaries and has not served as a director in any other listed companies within the last three years. (1) Great Shanghai Investments (Holdings) Limited (2) Goldright Finance Limited (3) Ample Year Limited (4) China National Resources Investments Limited (5) China National Information Resources Holdings Limited (6) Trade Epoch International Limited (7) China Valley Investments Limited (8) Success Honest Group Limited (9) Keung Tai Holdings Limited (10) Advance Victory Investments Limited (11) China National Recycling Int'l Trading Limited (12) Keytrade Investments Limited Mr. Li currently holds 330,000 Shares in the capital of the Company, representing approximately 0.0176% of the issued share capital of the Company. Save as disclosed above, there are no other matters relating to the appointment of Mr. Li as chairman of the Company that need to be brought to the attention of the shareholders of the Company. The Board would like to express its sincere appreciation for the valuable contribution of each of Mr. Zhou and Mr. Wong to the Company during his past service, and would like to take this opportunity to welcome Mr. Li to be the Chairman of the Company. Implication of Rules 3.10 and 3.21 of the Listing Rules Following the resignation of Mr. Wong, the Company has only two independent non-executive Directors, which fails to meet the minimum number of both of the independent non-executive Directors and members of audit committee of the Company as required under Rules 3.10 and 3.21 of the Rules ("Listing Rules") Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited ("Stock Exchange"). The Company is now seeking a suitable candidate with appropriate professional qualifications or accounting or related financial management expertise to be appointed as independent non-executive director, and as chairman of the audit committee of the Company as soon as practicable. Further