The Board hereby announces that with effect from 14 November 2014:

Transcription

1 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. (1) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND (2) CHANGE OF COMPOSITION OF MEMBERS OF AUDIT COMMITTEE, REMUNERATION COMMITTEE AND NOMINATION COMMITTEE The Board hereby announces that with effect from 14 November 2014: 1. Dr. Leung Shiu Ki Albert has been appointed as an Independent Nonexecutive Director, the Chairman of the Audit Committee and a member of the Remuneration Committee and the Nomination Committee of the Company; 2. Ms. Chen Wei has been appointed as an Independent Non-executive Director, the Chairman of the Nomination Committee and a member of the Audit Committee of the Company; 3. Mr. Wong Yat Fai has been appointed as an Independent Non-executive Director, the Chairman of the Remuneration Committee and a member of the Nomination Committee of the Company; 4. Mr. Man Wai Chuen has been appointed as an Independent Non-executive Director and a member of the Audit Committee and the Remuneration Committee of the Company; 1

2 5. Mr. Wong Kwok Tai, an Independent Non-executive Director of the Company, has stepped down from his position as the Chairman of the Audit Committee and remains as a member of the Audit Committee, the Remuneration Committee and the Nomination Committee of the Company; 6. Mr. Weng Yixiang, an Independent Non-executive Director of the Company, has stepped down from his position as the Chairman of the Remuneration Committee and remains as a member of the Audit Committee, the Remuneration Committee and the Nomination Committee of the Company; and 7. Mr. Huang Zhencheng, an Independent Non-executive Director of the Company, has stepped down from his position as the Chairman of the Nomination Committee and remains as a member of the Audit Committee, the Remuneration Committee and the Nomination Committee of the The Board (the Board ) of Directors (the Directors ) of Mission Capital Holdings Limited (the Company ) announces that: 1. APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS Dr. Leung Shiu Ki Albert ( Dr. Leung ), Ms. Chen Wei ( Ms. Chen ), Mr. Wong Yat Fai ( Mr. Wong ) and Mr. Man Wai Chuen ( Mr. Man ) have been appointed as Independent Non-executive Directors of the Company with effect from 14 November The biographical details of Dr. Leung, Ms. Chen, Mr. Wong and Mr. Man are set out below: Dr. Leung Dr. Leung, aged 65, has been appointed as an Independent Nonexecutive Director, the Chairman of the Audit Committee and a member of the Remuneration Committee and the Nomination Committee of the Company with effect from 14 November Dr. Leung obtained a Doctorate degree of Philosophy in Economics from Shanghai University of Finance and Economics in September 2007, a Master degree of Business Administration from Brunel University, England in December 1985 and a Diploma in Management Studies from The Polytechnic of Central London, England in October Dr. Leung was admitted as an associate member of The Chartered Association of Certified Accountants (currently known as Association of Chartered Certified Accountants (the ACCA )) in February 1987 and became an associate member of the Hong Kong Society of 2

3 Accountants (currently known as Hong Kong Institute of Certified Public Accountants (the HKICPA )) in September Dr. Leung is currently neither a member of HKICPA nor a member of ACCA. Dr. Leung has been appointed as a governor of the Hong Kong Kidney Foundation. Dr. Leung is currently the Managing Director of Beauchamp International Development Limited and is responsible for providing financial and business development service. Dr. Leung currently also serves as an Independent Non-executive Director of Nga Chun Holdings Company Limited (Stock Code: 1462), Oi Wah Pawnshop Credit Holdings Limited (Stock Code: 1319) and Tack Fiori International Group Limited (Stock Code: 928), all of which are companies listed on the main board of The Stock Exchange of Hong Kong Limited (the Stock Exchange ). During the period from 28 November 2008 to 4 December 2013, Dr. Leung was an Independent Non-executive Director of Universe International Holdings Limited (Stock Code: 1046), which is a company listed on the main board of the Stock Exchange. Dr. Leung has around 10 years of experience in accounting and auditing in accounting firms in England from 1977 to From 1988 to 1992, Dr. Leung joined Citicorp International Limited as an Assistant Vice President with a major responsibility in corporate finance matters in Hong Kong. Save as disclosed above, Dr. Leung has not held any other directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the date of this announcement. As at the date of this announcement, Dr. Leung does not have any interest in the shares of the Company (the Shares ) within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the SFO ). Dr. Leung does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Dr. Leung has not entered into any letter of appointment with the Dr. Leung is not appointed for any specific length or proposed length of service with the Company but subject to retirement by rotation and reelection pursuant to the Company s Bye-laws. Dr. Leung is entitled to receive a director s fee of HK$20,000 per month which has been recommended by the Remuneration Committee and approved by the Board based on his qualifications, experience, level of responsibilities undertaken, contribution to the Company and prevailing market conditions. The director s fee of Dr. Leung is subject to annual review by the Remuneration Committee and the Board. 3

4 Save as disclosed above, there are no other matters that need to be brought to the attention of the shareholders of the Company (the Shareholders ) and there is no other information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on the Stock Exchange (the Listing Rules ) in connection with Dr. Leung s appointment as Independent Non-executive Director. Ms. Chen Ms. Chen, aged 33, has been appointed as an Independent Non-executive Director, the Chairman of the Nomination Committee and a member of the Audit Committee of the Company with effect from 14 November Ms. Chen holds a Bachelor of Science degree in International Finance from Beijing University of Aeronautics and Astronautics, a Master of Science degree in Money, Banking and Finance from University of Birmingham and a PhD degree in Economics from University of Birmingham. Ms. Chen has extensive experience in finance and banking industry. Prior to joining the Company, Ms. Chen was an Assistant Vice President of BNP Paribas Wealth Management, Hong Kong Branch, mainly responsible for managing clients investment portfolio on a non-discretionary basis. Before that, Ms. Chen was a Senior Manager at Guosen Securities (HK) Financial Holdings Limited assisting in the execution of financial advisory, delisting and initial public offering works. Ms. Chen had also worked in the United Kingdom and Mainland China for HSBC Bank plc and The Bank of China respectively before moving to Hong Kong. During the period from 7 October 2013 to 6 October 2014, Ms. Chen was an Executive Director of Heritage International Holdings Limited (Stock Code: 412), which is a company listed on the main board of the Stock Exchange. Save as disclosed above, Ms. Chen has not held any other directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the date of this announcement. As at the date of this announcement, Ms. Chen does not have any interest in the Shares within the meaning of Part XV of the SFO. Ms. Chen does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the 4

5 Ms. Chen has not entered into any letter of appointment with the Ms. Chen is not appointed for any specific length or proposed length of service with the Company but subject to retirement by rotation and reelection pursuant to the Company s Bye-laws. Ms. Chen is entitled to receive a director s fee of HK$20,000 per month which has been recommended by the Remuneration Committee and approved by the Board based on her qualifications, experience, level of responsibilities undertaken, contribution to the Company and prevailing market conditions. The director s fee of Ms. Chen is subject to annual review by the Remuneration Committee and the Board. Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and there is no other information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules in connection with Ms. Chen s appointment as Independent Nonexecutive Director. Mr. Wong Mr. Wong, aged 55, has been appointed as an Independent Non-executive Director, the Chairman of Remuneration Committee and a member of the Nomination Committee of the Company with effect from 14 November Mr. Wong holds a professional diploma in banking from The Hong Kong Polytechnic University. He has over 13 years of working experience in an international banking group. Mr. Wong currently serves as an Executive Director of ICube Technology Holdings Limited (Stock Code: 139), and a Non-executive Director of C C Land Holdings Limited (Stock Code: 1224) and Y. T. Realty Group Limited (Stock Code: 75), all of which are companies listed on the main board of the Stock Exchange. Mr. Wong was a Non-executive Director of The Cross- Harbour (Holdings) Limited (Stock Code: 32) and Yugang International Limited (Stock Code: 613) for the period from 1 October 2007 to 31 December 2012, which are companies listed on the main board of the Stock Exchange. Save as disclosed above, Mr. Wong has not held any other directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the date of this announcement. As at the date of this announcement, Mr. Wong does not have any interest in the Shares within the meaning of Part XV of the SFO. 5

6 Mr. Wong does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the Mr. Wong has not entered into any letter of appointment with the Mr. Wong is not appointed for any specific length or proposed length of service with the Company but subject to retirement by rotation and reelection pursuant to the Company s Bye-laws. Mr. Wong is entitled to receive a director s fee of HK$20,000 per month which has been recommended by the Remuneration Committee and approved by the Board based on his qualifications, experience, level of responsibilities undertaken, contribution to the Company and prevailing market conditions. The director s fee of Mr. Wong is subject to annual review by the Remuneration Committee and the Board. Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and there is no other information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules in connection with Mr. Wong s appointment as Independent Nonexecutive Director. Mr. Man Mr. Man, aged 51, has been appointed as an Independent Non-executive Director and a member of the Audit Committee and the Remuneration Committee of the Company with effect from 14 November Mr. Man holds a Master s degree in Business Administration from the University of Sheffield in the United Kingdom. Mr. Man is a fellow member of the ACCA and the Hong Kong Institute of Chartered Secretaries and an associate member of the HKICPA. Mr. Man has over 20 years of experience in company secretarial and accounting fields. Mr. Man is currently an Executive Director of Willie International Holdings Limited (Stock Code: 273), which is a company listed on the main board of the Stock Exchange. Save as disclosed above, Mr. Man has not held any other directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the three years prior to the date of this announcement. As at the date of this announcement, Mr. Man does not have any interest in the Shares within the meaning of Part XV of the SFO. Mr. Man does not have any relationship with any directors, senior management, substantial shareholders or controlling shareholders of the 6

7 Mr. Man has not entered into any letter of appointment with the Mr. Man is not appointed for any specific length or proposed length of service with the Company but subject to retirement by rotation and reelection pursuant to the Company s Bye-laws. Mr. Man is entitled to receive a director s fee of HK$20,000 per month which has been recommended by the Remuneration Committee and approved by the Board based on his qualifications, experience, level of responsibilities undertaken, contribution to the Company and prevailing market conditions. The director s fee of Mr. Man is subject to annual review by the Remuneration Committee and the Board. Save as disclosed above, there are no other matters that need to be brought to the attention of the Shareholders and there is no other information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules in connection with Mr. Man s appointment as Independent Nonexecutive Director. 2. CHANGE OF COMPOSITION OF MEMBERS OF AUDIT COMMITTEE, REMUNERATION COMMITTEE AND NOMINATION COMMITTEE Dr. Leung has been appointed as the Chairman of the Audit Committee and a member of the Remuneration Committee and the Nomination Committee with effect from 14 November Ms. Chen has been appointed as the Chairman of the Nomination Committee and a member of the Audit Committee with effect from 14 November Mr. Wong has been appointed as the Chairman of the Remuneration Committee and a member of the Nomination Committee with effect from 14 November Mr. Man has been appointed as a member of the Audit Committee and the Remuneration Committee with effect from 14 November Mr. Wong Kwok Tai, an Independent Non-executive Director, has stepped down from his position as the Chairman of the Audit Committee and remains as a member of the Audit Committee, the Remuneration Committee and the Nomination Committee with effect from 14 November Mr. Weng Yixiang, an Independent Non-executive Director, has stepped down from his position as the Chairman of the Remuneration Committee and remains as a member of the Audit Committee, the Remuneration Committee and the Nomination Committee with effect from 14 November

8 Mr. Huang Zhencheng, an Independent Non-executive Director, has stepped down from his position as the Chairman of the Nomination Committee and remains as a member of the Audit Committee, the Remuneration Committee and the Nomination Committee with effect from 14 November The Board would like to extend its warmest welcome to Dr. Leung, Ms. Chen, Mr. Wong and Mr. Man for joining the Board. Hong Kong, 14 November 2014 By Order of the Board Mission Capital Holdings Limited Suen Yick Lun Philip Chief Executive Officer As at the date of this announcement, the Board comprises the following Directors: Executive Directors Mr. Suen Cho Hung, Paul (Chairman) Mr. Suen Yick Lun Philip (Chief Executive Officer) Mr. Lau King Hang Independent Non-executive Directors Dr. Leung Shiu Ki Albert Ms. Chen Wei Mr. Wong Yat Fai Mr. Man Wai Chuen Mr. Wong Kwok Tai Mr. Weng Yixiang Mr. Huang Zhencheng * For identification purpose only 8