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Annual Report 2012 - Haitian International Holdings Ltd.

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<strong>Report</strong> of the Directors<br />

Directors’ Service Contracts<br />

None of the Directors who are proposed for re-election at the forthcoming annual general meeting has entered or has proposed to<br />

enter into any service agreements with the Company or any other member of the Group which is not determinable by the Group<br />

within one year without payment of compensation (other than statutory compensation).<br />

Directors’ Interests in Contracts<br />

No contracts of significance in relation to the Group’s business to which the Company or its subsidiaries was a party and in which a<br />

director of the Company had a material interest, whether directly or indirectly, subsisted at the end of the year or at any time during<br />

the year except as disclosed under Connected Transactions stated below and note 37 to the financial statements.<br />

Biographical Details of Directors and Senior Management<br />

Brief biographical details of the directors and senior management are set out on pages 12 to 18.<br />

Directors’ and Chief Executives’ Interests and Short Positions in Shares,<br />

Underlying Shares and Debentures of the Company and its Associated<br />

Corporations<br />

As at 31 December <strong>2012</strong>, the directors and chief executives of the Company and their associates had the following interests in the<br />

shares, underlying shares and debentures of the Company and its associated corporations (within the meaning of the Securities and<br />

Futures Ordinance (“SFO”)), as recorded in the register required to be kept under Section 352 of the SFO or as otherwise notified to<br />

the Company and the Stock Exchange pursuant to the Model Code for Securities Transactions by Directors of Listed Issuers (“Model<br />

Code”):<br />

Long position in shares and underlying shares of the Company<br />

Name of Director Capacity/Nature of interest Total number of Shares<br />

Approximate<br />

percentage of<br />

shareholding<br />

in the Company<br />

Mr. Zhang Jingzhang Corporate Interest (1) 1,036,853,370 (2) 64.97% (2)<br />

Mr. Zhang Jianming Corporate Interest (1) 1,036,853,370 (2) 64.97% (2)<br />

Prof. Helmut Helmar Franz Personal Interest 206,000 0.01%<br />

Mr. Liu Jianbo Personal Interest 100,000 0.01%<br />

Note:<br />

(1) Mr. Zhang Jingzhang and Mr. Zhang Jianming are deemed under the SFO to be interested in 1,036,853,370 shares of the Company held by Sky Treasure<br />

Capital Limited.<br />

(2) Sky Treasure Capital Limited entered into a placing agreement to sell 84,279,000 shares in the Company on 24 January 2013 and after such sales, it held<br />

952,574,370 shares in the Company, representing approximately 59.7% of the issued share capital of the Company and the deemed interests of Mr.<br />

Zhang Jingzhang and Mr. Zhang Jianming were reduced accordingly. Please refer to the Company’s announcement dated 24 January 2013 for details of<br />

the aforesaid sales of shares.<br />

32

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