change of chief executive officer and

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.
CULTURE LANDMARK INVESTMENT LIMITED
(Incorporated in Bermuda with limited liability)
(Stock Code: 674)
(1) CHANGE OF CHIEF EXECUTIVE OFFICER
AND
(2) APPOINTMENT OF AN EXECUTIVE DIRECTOR
The board (the “Board”) of directors (the “Director”) of Culture Landmark Investment Limited (the
“Company”) hereby announces that with effect from 28 January 2015:
1.
Mr. Cheng Yang (“Mr. Cheng”), an executive Director, the chief executive officer (the “Chief
Executive Officer”) and the chairman (the “Chairman”) of the Company, has stepped down
from his role as the Chief Executive Officer of the Company. Mr. Cheng remains as the
Chairman and an executive Director of the Company.
2.
Mr. Tsoi Tung (“Mr. Tsoi”), an executive Director of the Company, has been appointed as the
new Chief Executive Officer of the Company.
3.
Mr. Huang Ranfei (“Mr. Huang”) has been appointed as an executive Director of the Company.
The change of the Chief Executive Officer of the Company enables the Company to comply with the
code provision of separating the roles of chairman and chief executive officer under the Corporate
Governance Code as set out in Appendix 14 of the Rules Governing the Listing of Securities on
The Stock Exchange of Hong Kong Limited (the “Listing Rules”). Subsequent to the change, Mr.
Cheng continues to lead the Board and ensure that the Board functions effectively and acts in the
best interests of the Company whereas Mr. Tsoi is responsible for, among other things, the overall
strategic planning and management of the Company.
—1—
Biographical information of Mr. Tsoi
Mr. Tsoi, aged 44, has over 20 years of experience in corporate management and investment.
From 1996 to 2007, Mr. Tsoi held various positions with Bloomage International Investments
Group Inc.*(華熙國際投資集團公司), including the chief executive and vice general manager.
Bloomage International Investments Group Inc.* is mainly engaged in the businesses of real estate
development, bioengineering and strategic investment. Since 2008, Mr. Tsoi has been the chairman
of Chongqing Kingstone Grand Hotel Co., Limited*(重 慶 皇 石 大 酒 店 有 限 公 司 ), and he has
involved in the acquisition of the landmark property, JW Marriott Hotel, which is located in the
central area of Chongqing Liberation Monument. Chongqing Kingstone Grand Hotel Co., Limited*
was renamed as Chongqing Kingstone Land Limited*(重慶皇石置地有限公司)upon reconstruction
and upgrade of JW Marriott Hotel to Marriott Executive Apartment in 2014. Since 2012, Mr. Tsoi
has also been the chairman of Bloomage Land Limited*(華熙置地有限公司), and he is in charge of
the comprehensive development of phase 2 of the hotel project, which is expected to comprise a 431
metres mega high-rise complex of full steel frame structure including, inter alia, the Ritz-Carlton
Hotel( 麗思卡爾頓酒店), the Ritz-Carlton Mansion(麗思卡爾頓公館), an international grade A
platinum office building and a high-end shopping mall. Mr. Tsoi graduated from Tianjin Institute of
Foreign Trade*(天津外貿學院)in 1992.
On 18 December 2014, Mr. Tsoi entered into a service contract with the Company to act as an
executive Director of the Company and has no fixed term of service with the Company. The service
contract may be terminated by either party by written notice of not less than three months. Mr. Tsoi
is subject to retirement by rotation and is eligible for re-election at the annual general meeting of the
Company pursuant to the Company’s bye-laws. Mr. Tsoi has agreed not to receive any emolument
for his capacity as an executive Director of the Company.
On 28 January 2015, Mr. Tsoi has entered into another service contract with the Company to act as
the Chief Executive Officer of the Company and has no fixed term of service with the Company. The
service contract may be terminated by either party by written notice of not less than three months.
Mr. Tsoi is entitled to receive remuneration of HK$280,000 per month with discretionary bonus in
his capacity as the Chief Executive Officer of the Company which has been reviewed and approved
by the remuneration committee of the Company and the Board, and has been determined with
reference to his duties and responsibilities, the Company’s performance and the prevailing market
conditions. Such discretionary bonus will be determined by the Board based on his performance. Mr.
Tsoi’s remuneration will be subject to review by the remuneration committee of the Company from
time to time.
Mr. Tsoi is the spouse of Ms. Wang Ming (“Ms. Wang”), where Ms. Wang is a substantial
shareholder of the Company and is interested in 88,000,000 shares of the Company, representing
approximately 12.25% of the entire issued share capital of the Company through Idea Elite
Investments Limited, a wholly owned company of Ms. Wang. As such, Mr. Tsoi is deemed to be
interested in 88,000,000 shares of the Company within the meaning of Part XV of the Securities and
Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”).
—2—
Biographical information of Mr. Huang
Mr. Huang, aged 33, has 10 years of experience in investment banking and management. From
2005 to 2008, Mr. Huang held various positions in Lehman Brothers in New York and Hong Kong,
including associate and analyst. From 2008 to 2010, Mr. Huang worked in the investment bank
division of Nomura International (Hong Kong) Limited as an associate. Then, from 2010 to 2012,
Mr. Huang served as vice president with Morgan Stanley in Hong Kong, and, from 2012 to 2014,
Mr. Huang was an executive director in Morgan Stanley Huaxin Securities Company Limited. Mr.
Huang graduated from Fudan University in 2003 with a bachelor degree in finance, and obtained a
master degree in computational finance from Carnegie Mellon University in 2004.
Mr. Huang has entered into a service contract with the Company to act as an executive Director
of the Company and has no fixed term of service with the Company. The service contract may be
terminated by either party by written notice of not less than three months. Mr. Huang is subject to
retirement by rotation and is eligible for re-election at the annual general meeting of the Company
pursuant to the Company’s bye-laws. Pursuant to the service contract, Mr. Huang is entitled to
receive remuneration of HK$150,000 per month with discretionary bonus which has been reviewed
and approved by the remuneration committee of the Company and the Board, and has been
determined with reference to his duties and responsibilities, the Company’s performance and the
prevailing market conditions. Such discretionary bonus will be determined by the Board based on his
performance. Mr. Huang’s remuneration will be subject to review by the remuneration committee of
the Company from time to time.
As confirmed by Mr. Tsoi and Mr. Huang and save as disclosed above, Mr. Tsoi and Mr. Huang
(i) have no other relationship with any director, senior management or substantial or controlling
shareholder of the Company (each as respectively defined in the Listing Rules); (ii) do not currently
hold any other position with the Company or any of its subsidiaries; and (iii) have not held any
directorship in other Hong Kong or overseas listed public companies in the last three years; and
there is no other information that should be disclosed pursuant to Rule 13.51(2) of the Listing Rules,
nor any other matter that needs to be brought to the attention of the shareholders of the Company.
As at the date hereof and save as disclosed above, Mr. Tsoi and Mr. Huang do not have any interests
or short positions in the shares, underlying shares or debentures of the Company or any of its
associated corporations within the meaning of Part XV of the SFO.
The Board would like to take this opportunity to welcome Mr. Huang to join the Board and Mr. Tsoi
for his new role as the new Chief Executive Officer.
By order of the Board
Culture Landmark Investment Limited
Cheng Yang
Chairman
Hong Kong, 28 January 2015
—3—
As at the date of this announcement, the executive Directors are Mr. Cheng Yang, Mr. Tsoi Tung,
Mr. Huang Ranfei, Ms. Lei Lei and Mr. Li Weipeng and the independent non-executive Directors are
Mr. Yang Rusheng, Mr. Tong Jingguo and Mr. So Tat Keung.
* For identification purpose only
—4—