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. IMAGI INTERNATIONAL HOLDINGS LIMITED * (incorporated in Bermuda with limited liability) (Stock Code: 585) (1) APPOINTMENT OF EXECUTIVE DIRECTORS AND GENERAL MANAGER AND (2) BUSINESS UPDATE (1) Appointment of Executive Directors and General Manager The Board is pleased to announce the appointment of Mr. Suen and Mr. Wong as executive Directors and Mr. Chung as the general manager of the Company. All of their appointments become effective on 28 January 2016. (2) Business Update Following the appointment and resignation of independent non-executive Directors as disclosed in the First January Announcement and the appointment of executive Directors, the composition of the Board has been reformed. It was resolved during a Board meeting held today that the Company shall develop an integrated financial services business including provision of securities brokerage services, placing and underwriting services, corporate finance advisory services, investment advisory and management services, margin financing and money lending business, securities investment and proprietary trading so that they will become the principal businesses of the Group. The goal is to establish an integrated financial services business to provide better return to, and enhance value for, the shareholders of the Company. (1) APPOINTMENT OF Executive DIRECTORS AND GENERAL MANAGER Background Reference is made to the announcements made by the Company on 17 and 29 December 2015 (the December Announcements ) respectively and on 28 January 2016 in relation to the appointment and resignation of independent non-executive Directors (the First January Announcement ). Unless the context requires otherwise, capitalised terms used in this announcement shall have the same meaning given to them in the December Announcements. * for identification purpose only 1
It was announced in the December Announcements, among others, that (1) the Company has not been able to reach Mr. Shan (the former chairman and an current executive Director of the Company) since early November 2015 and Mr. Shan has not attended any subsequent Board meetings since the October Board Meeting; (2) Mr. Wen (a non-executive Director of the Company) submitted an undated resignation letter which the Company received on 27 October 2015 and has been unreachable since 8 November 2015; and (3) Ms. Zhang (an executive Director of the Company) has not attended the Board meetings held in December 2015. In fact, the last Board meeting that Ms. Zhang attended was held on 27 August 2015. She did not attend the October Board Meeting and any other Board meetings thereafter including the one today. Due to the unavailability of the executive Directors, in a Board meeting held on 19 November 2015, the Board established the Special Committee and authorised it to handle the day-to-day matters of the Company and its subsidiaries (collectively referred to as the Group ). However, the Board considers this arrangement unsatisfactory and not in the best long-term interests of the Company as the Special Committee comprises non-executive Directors only, whose individual availability is limited. In addition, the Company has achieved very little in business development since Advance Beauty Holdings Limited, a company jointly owned by Mr. Shan and Ms. Zhang, became the single largest shareholder of the Company on 16 September 2014. The Board considers that it is highly desirable for the Company to appoint new executive Directors and a general manager, each of whom have full accessibility and mobility, to manage the day-to-day business of the Group and to respond swiftly to business opportunities. According to the consolidated management accounts of the Group as at 31 December 2015, the cash and cash equivalent balance of the Group amounting to approximately HK$626 million (excluding the cash held by Xiamen Sunflower, an indirect wholly-owned subsidiary of the Company). The Board intends to apply its cash resources in a judicious manner so as to achieve a higher return for all shareholders of the Company. Appointment of executive Directors and general manager Further to the appointment of three new independent non-executive Directors as disclosed in the First January Announcement, the Board is pleased to announce the appointment of Mr. Suen Yick Lun Philip and Mr. Wong Yat Fai as executive Directors, and Mr. Wilson Chung as the general manager of the Company. All of their appointments become effective on 28 January 2016. The brief biographical details of the newly appointed executive Directors and the general manager of the Company are set out below. 2
Executive Directors Mr. Suen Yick Lun Philip Mr. Suen Yick Lun Philip ( Mr. Suen ), aged 48, is a fellow member of both the Hong Kong Institute of Certified Public Accountants and the CPA Australia. Mr. Suen is also a member of The Hong Kong Institute of Directors. Mr. Suen holds a Bachelor s degree in Accountancy from Queensland University of Technology and a Master s degree in Corporate Finance from The Hong Kong Polytechnic University. Mr. Suen has over 15 years of experience in corporate management and finance, accounting and company secretarial practice. Mr. Suen currently is acting chairman and managing director of Skyway Securities Group Limited (Stock Code: 1141). Mr. Suen was formerly an executive director of Freeman Financial Corporation Limited (Stock Code: 279) from 2 September 2010 to 14 March 2011, and an executive director of Mascotte Holdings Limited (Stock Code: 136) from 1 April 2011 to 30 June 2014 and as its managing director and chief executive officer from 27 March 2014 to 30 June 2014, all of which are companies listed on The Stock Exchange of Hong Kong Limited (the Stock Exchange ). Mr. Suen will enter into an employment letter for a term of two years with the Company, which will be renewable by agreement between Mr. Suen and the Company. Mr. Suen s employment as an executive Director is subject to his retirement from office and re-election at the next general meeting of the Company and to subsequent retirement and re-election at least once every three years in accordance with the Company s Bye-laws. Mr. Suen is entitled to a salary of HK$75,000 per month, which was determined by the Board with reference to his past experience and responsibilities in the Company. Mr. Wong Yat Fai Mr. Wong Yat Fai ( Mr. Wong ), aged 56, holds a professional diploma in banking from The Hong Kong Polytechnic University. Mr. Wong has over 13 years of working experience in an international banking group. 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, an executive director of China Soft Power Technology Holdings Limited (formerly known as China Jinhai International Group Limited, Stock Code: 139) for the period from 1 April 2000 to 31 July 2015, which are companies listed on the Stock Exchange. Mr. Wong currently serves as 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 Stock Exchange. 3
Mr. Wong will enter into an employment letter for a term of two years with the Company, which will be renewable by agreement between Mr. Wong and the Company. Mr. Wong s employment as an executive Director is subject to his retirement from office and re-election at the next general meeting of the Company and to subsequent retirement and re-election at least once every three years in accordance with the Company s Bye-laws. Mr. Wong is entitled to a salary of HK$75,000 per month, which was determined by the Board with reference to his past experience and responsibilities in the Company. As at the date of this announcement, each of Mr. Suen and Mr. Wong does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed above, each of Mr. Suen and Mr. Wong has not held any directorship in any public listed company in the past three years and does not have any relationship with any of the Company s directors, senior management, substantial or 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. Save as disclosed in this announcement, there is no other information relating to the appointments of Mr. Suen and Mr. Wong that shall be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules, nor is there any matter which needs to be brought to the attention of the shareholders of the Company. General manager Mr. Wilson Chung Mr. Wilson Chung ( Mr. Chung ) holds a Bachelor s degree in Mathematics from the University of Wisconsin-Milwaukee and a Master s degree in Science and a Master s degree in Business Administration (with Honors) from Cornell Graduate School of Business Administration, the United States of America. He has over 23 years experience in corporate finance and banking. Mr. Chung will enter into an employment letter with the Company for a term of two years and will be entitled to a salary of HK$50,000 per month, which was determined by the Board with reference to his past experience and responsibilities in the Company. The Board would like to extend a warm welcome to Mr. Suen and Mr. Wong in joining the Board, and Mr. Chung in joining the Company. 4
Changes in Board Committees The Board is also pleased to announce the following changes to the various Board committees which become effective on 28 January 2016: (1) Mr. Suen and Mr. Wong, both as executive Directors, and Mr. Chung, as the general manager of the Company, shall be appointed as members of the executive committee of the Company (the Executive Committee ). The Executive Committee is authorised by the Board to take over from the Special Committee the management of the day-to-day business of the Group. (2) Mr. Shan shall be removed from the nomination committee of the Company (the Nomination Committee ), and Dr. Kwong Kai Sing Benny shall be appointed as the chairman of the Nomination Committee. Change of Authorised Representative With effect from 28 January 2016, one of the authorised representatives of the Company as required under Rule 3.05 of the Listing Rules shall be changed from Mr. Leung Pak To to Mr. Wong. (2) BUSINESS UPDATE It was resolved during a Board meeting held today that the Company shall develop an integrated financial services business. Background The Group is principally engaged in computer graphic imaging, cultural and entertainment business and investment business. In view of the general slowdown in consumption growth in mainland China and brand fatigue of certain animation characters owned by a former subsidiaries of the Group (the Disposed Subsidiary ), the Group disposed of its entire interest in the Disposed Subsidiary to an independent third party for a cash consideration of approximately of HK$634.2 million in October 2013 (the Disposal ). The sale proceeds arising from the Disposal significantly increased the Group s cash on hand. Since the Disposal, the Group has been adopting a relatively conservative approach in managing its cash on hand. The Group utilised approximately HK$108.3 million of its cash balance to acquire certain listed corporate bonds and most of the surplus cash balance was kept at banks in Hong Kong. As at the end of June 2015, the Group was holding bank balances and cash in sum of approximately HK$727 million. 5
The Company has undertaken strategic review as to how best to utilise its surplus cash to create additional value for the shareholders of the Company. Development of financial services business The Board believes that the launch of Shanghai-Hong Kong Stock Connect in late 2014 and the development strategy of Belt and Road Initiative by the Chinese government, would bring good investment opportunities in financial markets. Whilst the current global investment environment and securities market may remain volatile in near future, such volatility could bring more stimulus and rebounds in markets in Hong Kong and elsewhere. In order to seize these business and investment opportunities on a timely basis, the Group intends to develop an integrated financial services business including provision of securities brokerage services, placing and underwriting services, corporate finance advisory services, investment advisory and management services, margin financing and money lending business, securities investment and proprietary trading (the New Businesses ) so that they will become the principal businesses of the Group. The goal is to establish an integrated financial services business to provide better return to, and enhance value for, the shareholders of the Company. The newly appointed Directors have extensive experience and knowledge in the financial sector and related business. Their appointment will therefore be conducive to the development and expansion of the New Businesses of the Group. The Board believes that the new management of the Company has sufficient knowledge and expertise to operate the New Businesses. Further, the Company will regularly review its human resources and may consider hiring additional management officers in leading and supervising the development and operation of the New Businesses as and when the circumstances require. By order of the Board Imagi International Holdings Limited Leung Pak To Chairman and Non-Executive Director Hong Kong, 28 January 2016 As at the date of this announcement, the Board comprises Mr. Leung Pak To as the chairman and non-executive director; Mr. Shan Jiuliang, Mr. Suen Yick Lun Philip, Mr. Wong Yat Fai and Ms. Zhang Peng as executive directors; Mr. Wen Di as non-executive director; and Mr. Chow Chi Wah Vincent, Dr. Kwong Kai Sing Benny and Dr. Antonio Maria Santos as independent non-executive directors. 6