ANNOUNCEMENT OF APPOINTMENT OF DIRECTORS AND CHANGE OF CHAIRMAN OF THE BOARD AND APPOINTMENT OF DEPUTY CHAIRMAN OF THE BOARD

Transcription

1 ANNOUNCEMENT OF APPOINTMENT OF DIRECTORS AND CHANGE OF CHAIRMAN OF THE BOARD AND APPOINTMENT OF DEPUTY CHAIRMAN OF THE BOARD The board of directors (the Board ) of Hsin Chong Construction Group Ltd. (the Company ) is pleased to announce the appointment of Dr. David CHU Shu-ho, Mr. WONG Ying-wai and Dr. Kenneth CHU Ting-kin as directors of the Company with effect from 19 December The Board also announces that with effect from 19 December 2007, Dr. David CHU Shuho was appointed the chairman of the Board and Mr. WONG Ying-wai was appointed the deputy chairman of the Board. Mr. V-nee YEH has resigned as the chairman of the Board with effect from 19 December APPOINTMENT OF DIRECTORS The Board is pleased to announce the appointment of Dr. David CHU Shu-ho, Mr. WONG Ying-wai and Dr. Kenneth CHU Ting-kin as directors of the Company with effect from 19 December The biographical details of the newly appointed directors are set out below. Dr. David CHU Shu-ho, JP Dr. David CHU Shu-ho ( Dr. David CHU ), aged 57, was appointed a non-executive director of the Company and the chairman of the Board with effect from 19 December

2 Dr. David CHU is the founder and chairman of Mission Hills group ( MH Group ), which focuses on sports and diversified leisure industry investments. The MH Group is the pioneer in developing the leisure industry in China and currently runs the largest golf resort in the world, well accredited by the Guinness World Records. Dr. David CHU is recently named by the Golf Inc. as one of the top 35 most influential persons in the golf world. A renowned entrepreneur, Dr. David CHU has over 30 years of experience in managing investments and operations across Asia and North America region covering sports, leisure, hospitality and property businesses. Dr. David CHU has been instrumental in sports and leisure development in China. He was the strategic advisor to the Beijing 2008 Olympics Bid Committee. Dr. David CHU was honored Doctorate of Law from the University of Toronto in Canada. He is the honorary trustee of Nanjing University, a member of the Court of the Hong Kong Polytechnic University, and a foundation honorary trustee of Upper Canada College in Canada. Dr. David CHU is a member of the 8th, 9th and 10th National Committee of the Chinese People s Political Consultative Conference ( CPPCC ) and a vice chairman of the strategic proposal subcommittee for the 10th CPPCC. He is a non-executive director of Hung Hing Printing Group Limited, a company listed on the main board of The Stock Exchange of Hong Kong Limited ( Stock Exchange ). Save as disclosed, Dr. David CHU did not hold any other directorships in other listed public companies in the past three years preceding the date of this announcement. Dr. David CHU is the ultimate controlling shareholder (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules )) of the Company. He is the father of Dr. Kenneth CHU Ting-kin, a non-executive director of the Company (whose biography is set out below). Dr. David CHU is a director of Upper Luck Holdings Limited ( Upper Luck ), Mission Hills Golf Club Limited ( MHGCL ) and Carrick Worldwide Limited ( Carrick ). Dr. David CHU is the 100% owner of the shareholding of Upper Luck. Upper Luck is the 100% owner of the shareholding of MHGCL. MHGCL is the 100% owner of the shareholding of Carrick which is interested in 395,636,340 shares of the Company, representing approximately 59.36% of the issued share capital of the Company as at the date of this announcement. Therefore, all of Upper Luck, MHGCL and Carrick are the controlling shareholders of the Company. Save as disclosed above, Dr. David CHU has no other relationship with any other directors, senior management, or substantial or controlling shareholder of the Company. 2

3 As at the date of this announcement, Dr. David CHU has a long position in 395,636,340 shares of the Company and a short position in 96,224,350 shares of the Company within the meaningofpartxvofthesecurities and Futures Ordinance (the SFO ). Dr. David CHU was a director of National Paper Company Limited ( National Paper ), a limited liability company incorporated in Hong Kong on 9 August 1988 principally engaged in the trading of paper products. A petition for winding-up was filed by an employee on 24 December 2004 and an (unopposed) order for winding-up was issued by the High Court of Hong Kong on 2 March 2005 against National Paper. As at 2 February 2004, National Paper had an estimated deficiency as regards creditors of HK$109,723,275.93, of which HK$76,582, were loan and interest liabilities owed by National Paper to its majority shareholder, The Universal Development Co. Ltd. ( Universal ). Dr. David CHU was not involved in the management of National Paper and was not interested in Universal. An order for dissolution was made against National Paper on 5 November Dr. David CHU has not entered into any service contract with the Company. He was not appointed for a specific term but, being the chairman of the Board, Dr. David CHU is subject to re-election at least once every three years at the annual general meetings of the Company in accordance with the Bye-laws of the Company ( Bye-laws ). Furthermore, pursuant to Bye-law 101(B), Dr. David CHU shall retire but be eligible to stand for reelection at the next annual general meeting of the Company to be held in Dr. David CHU is entitled to receive a director s fee as recommended by the remuneration committee of the Company ( Remuneration Committee ) and determined by the Board under the authority given by the shareholders of the Company ( Shareholders ). For the financial year ending 31 March 2008, as determined by the Board under Shareholders authority given at the annual general meeting held on 17 August 2007, a director s feeof HK$200,000 per annum was fixed. Dr. David CHU shall be entitled to such director s feeto be paid on a pro rata basis by reference to his length of services in the Company for the financial year, subject to review by the Remuneration Committee and the Board. Mr. WONG Ying-wai, SBS, JP Mr. WONG Ying-wai ( Mr. WONG ), aged 55, was appointed an executive director of the Company and the deputy chairman of the Board with effect from 19 December Mr. WONG is the executive vice chairman and the chief executive officer of the MH Group. He has overall responsibilities in leading the MH Group. Prior to joining the MH Group, Mr. WONG held several senior positions in both the public and private sectors. 3

4 Mr. WONG joined the administrative officer grade of the Hong Kong Government in 1975 and served in various directorate positions until Since then, Mr. WONG had held senior management positions in a number of well known Hong Kong listed companies in property development and construction businesses including K. Wah International Holdings Limited, Henderson China Holdings Limited and Shui On Construction and Materials Limited. He was a member of the Basic Law Consultative Committee and the Preparatory Committee for the establishment of the Hong Kong Special Administrative Region ( HKSAR ). Currently, Mr. WONG is a deputy to the 10th National People s Congress of the People s Republic of China. Mr. WONG s public service continues through his participation in a number of councils and committees. He is the chairman of the Court and Council of the Hong Kong Baptist University; the chairman of the HKSAR Social Welfare Advisory Committee; a board member of the Airport Authority Hong Kong, the Hong Kong Tourism Board and the Hong Kong Film Development Council; the chairman of The Hong Kong International Film Festival Society Limited; and the chairman of the Business and Professionals Federation of Hong Kong. He was educated at Harvard University, Oxford University, the University of Hong Kong and the Chinese University of Hong Kong. Mr. WONG is an independent non-executive director of Xinyi Glass Holdings Limited, a company listed on the main board of the Stock Exchange. Previously, he was a director of Shui On Land Limited and Shui On Construction and Materials Limited, which are companies listed on the main board of the Stock Exchange, and a director of CIG Yangtze Ports PLC, which is listed on the growth enterprise market of the Stock Exchange. Save as disclosed, Mr. WONG did not hold any other directorships in other listed public companies in the past three years preceding the date of this announcement. Mr. WONG is a director of MHGCL and Carrick, both of which are the controlling shareholders of the Company. Save as disclosed, Mr. WONG has no other relationship with any other directors, senior management, or substantial or controlling shareholder of the Company. As at the date of this announcement, Mr. WONG has no interest in the shares of the Company within the meaning of Part XV of the SFO. 4

5 Mr. WONG has not entered into any service contract with the Company. He was not appointed for a specific term but is subject to retirement by rotation and re-election at least once every three years at the annual general meetings of the Company in accordance with the Bye-laws. Furthermore, pursuant to Bye-law 101(B), Mr. WONG shall retire but be eligible to stand for re-election at the next annual general meeting of the Company to be held in Mr. WONG is entitled to receive a director s fee as recommended by the Remuneration Committee and determined by the Board under the authority given by the Shareholders. For the financial year ending 31 March 2008, as determined by the Board under Shareholders authority given at the annual general meeting held on 17 August 2007, a director s feeof HK$200,000 per annum was fixed. Mr. WONG shall be entitled to such director s feetobe paid on a pro rata basis by reference to his length of services in the Company for the financial year, subject to review by the Remuneration Committee and the Board. Dr. Kenneth CHU Ting-kin Dr. Kenneth CHU Ting-kin ( Dr. Kenneth CHU ), aged 33, was appointed a non-executive director of the Company with effect from 19 December Dr. Kenneth CHU is the vice chairman of the MH Group. He is responsible for planning and managing the construction and design of sports and property assets of the MH Group, including championship golf courses and residential properties. Dr. Kenneth CHU oversees master development plan and assists in investment planning. Dr. Kenneth CHU has over 12 years of experience in property and golf asset development. He has been managing the MH Group in developing assets by blending sports, business, culture, leisure and living components. Currently, the MH Group runs the largest golf club in the world with 12 championship courses, prestige clubhouses, resort hotel and spas. Dr. Kenneth CHU has been actively involved in community services in China and Hong Kong to promote interaction and collaboration between China and Hong Kong young business leaders, including being a member of All-China Youth Federation, a vice chairman of Hong Kong United Youth Exchange Foundation as well as Hong Kong United Youth Association, a committee member of Tianjin Youth Federation and a director of Hong Kong Chiu Chow Chamber of Commerce. Dr. Kenneth CHU was educated at the University of Western Ontario in Canada. Dr. Kenneth CHU was recently honored Doctorate of Law by his alma mater for his contributions in sports leisure development and community services in China and Hong Kong. Dr. Kenneth CHU did not hold any other directorships in other listed public companies in the past three years preceding the date of this announcement. 5

6 Dr. Kenneth CHU is a director of Upper Luck and MHGCL, both of which are the controlling shareholders of the Company. Dr. Kenneth CHU is the son of Dr. David CHU (whose biography is set out above), the ultimate controlling shareholder and a non-executive director of the Company. Save as disclosed above, Dr. Kenneth CHU has no other relationship with any other directors, senior management, or substantial or controlling shareholder of the Company. As at the date of this announcement, Dr. Kenneth CHU has no interest in the shares of the Company within the meaning of Part XV of the SFO. Dr. Kenneth CHU has not entered into any service contract with the Company. He was not appointed for a specific term but is subject to retirement by rotation and re-election at least once every three years at the annual general meetings of the Company in accordance with the Bye-laws. Furthermore, pursuant to Bye-law 101(B), Dr. Kenneth CHU shall retire but be eligible to stand for re-election at the next annual general meeting of the Company to be held in Dr. Kenneth CHU is entitled to receive a director s fee as recommended by the Remuneration Committee and determined by the Board under the authority given by the Shareholders. For the financial year ending 31 March 2008, as determined by the Board under Shareholders authority given at the annual general meeting held on 17 August 2007, a director s fee of HK$200,000 per annum was fixed. Dr. Kenneth CHU shall be entitled to such director s fee to be paid on a pro rata basis by reference to his length of services in the Company for the financial year, subject to review by the Remuneration Committee and the Board. Save as disclosed above, there is no other information to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Listing Rules nor are there any other matters that need to be brought to the attention of the Shareholders in respect of the appointment of Dr. David CHU, Mr. WONG and Dr. Kenneth CHU. The Board would like to express its warmest welcome to Dr. David CHU, Mr. WONG and Dr. Kenneth CHU. 6

7 CHANGE OF CHAIRMAN OF THE BOARD AND APPOINTMENT OF DEPUTY CHAIRMAN OF THE BOARD The Board also announces that with effect from 19 December 2007, Dr. David CHU was appointed the chairman of the Board and Mr. WONG was appointed the deputy chairman of the Board. Mr. V-nee YEH has resigned as the chairman of the Board with effect from 19 December 2007, and he will be leaving the Board soon after the completion of the mandatory unconditional cash offers. PUBLICATION OF THIS ANNOUNCEMENT This announcement is published on the Company s website at under Investor Relations and the website of Hong Kong Exchanges and Clearing Limited at under Latest Listed Company Information. By order of the Board Hsin Chong Construction Group Ltd. Wai-yee LEUNG Company Secretary Hong Kong, 19 December 2007 Website: As at the date of this announcement, the Board comprises Mr. WONG Ying-wai (deputy chairman), Mr. V-nee YEH and Mr. Ka-kui CHAN (managing director) as executive directors; Dr. David CHU Shu-ho (chairman) and Dr. Kenneth CHU Ting-kin as nonexecutive directors; and Mr. Tobias Josef BROWN, Mr. Ho-ming Herbert HUI, Mr. Kin-fung Jeffrey LAM and Mr. Kwok-kuen Peter LAU as independent non-executive directors. Mr. Barry John BUTTIFANT is an alternate director to Mr. V-nee YEH. * For identification purpose only 7