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3SBio Inc. — Board/Management Information 2011
Mar 25, 2011
49981_rns_2011-03-25_1e817ea7-2413-41de-87b3-bddbeb6b78c0.pdf
Board/Management Information
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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.
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HONGKONG CHINESE LIMITED * 香港華人有限公司
(Incorporated in Bermuda with limited liability) (Stock Code: 655)
ANNOUNCEMENT
CHANGES TO THE BOARD OF DIRECTORS
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The Board of the Company announces the following changes with effect from 25th March, 2011:
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Dr. Mochtar Riady resigned as a non-executive Director and the Chairman of the Company;
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Mr. Stephen Riady, currently an executive Director of the Company, has been appointed as the Chairman of the Company and as a result, has resigned as the Chief Executive Officer of the Company; and
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Mr. John Luen Wai Lee, currently an executive Director of the Company, has been appointed as the Chief Executive Officer of the Company.
RESIGNATION OF DIRECTOR
The board of Directors (the “Board”) of Hongkong Chinese Limited (the “Company”) announces that due to the increase of his business commitment, Dr. Mochtar Riady (“Dr. Riady”) resigned as a non-executive Director and the Chairman of the Board (the “Chairman”) of the Company with effect from 25th March, 2011. Dr. Riady has confirmed that he has no disagreement with the Board and there is no matter relating to his resignation that needs to be brought to the attention of the holders of securities of the Company.
The Board would like to express its sincere appreciation and gratitude to Dr. Riady for his valuable contribution and services to the Company in the past.
CHANGE OF CHAIRMAN
The Board also announces that, following the resignation of Dr. Riady as the Chairman of the Company, Mr. Stephen Riady, currently an executive Director of the Company, has been appointed as the Chairman of the Company to take up the vacancy with effect from 25th March, 2011. As a result of his appointment as the Chairman of the Company, Mr. Stephen Riady has resigned as the Chief Executive Officer of the Company with effect from 25th March, 2011. The biographical details of Mr. Stephen Riady are set out below:
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Mr. Stephen Riady
Mr. Stephen Riady, aged 50, was appointed a Director of the Company on 1st September, 1992. On 25th March, 2011, Mr. Stephen Riady resigned as the Chief Executive Officer of the Company and has been appointed as the Chairman of the Company with effect from 25th March, 2011. Mr. Stephen Riady is also an executive director and the Chairman of Lippo Limited (“Lippo”), an intermediate holding company of the Company, and an executive director and the Chairman of Lippo China Resources Limited (“LCR”), a fellow subsidiary of the Company. Mr. Stephen Riady was the former Deputy Chairman, Managing Director and Chief Executive Director of LCR. Lippo and LCR are both listed on The Stock Exchange of Hong Kong Limited (the “Stock Exchange”). Mr. Stephen Riady is a member of remuneration committee and nomination committee of each of the Company, Lippo and LCR. Mr. Stephen Riady also holds directorship in certain subsidiaries of the Company, Lippo and LCR. Mr. Stephen Riady is also the Executive Chairman of the board of directors of Overseas Union Enterprise Limited (“OUE”), an executive director of Auric Pacific Group Limited (“Auric”) and a director of Lanius Limited (“Lanius”), Lippo Cayman Limited (“Lippo Cayman”) and Lippo Capital Limited. Both Auric and OUE are listed on Singapore Exchange Securities Trading Limited (the “SGX”). Mr. Stephen Riady was also a former director of Robinson and Company, Limited which was formerly listed on the SGX. Save as disclosed herein, Mr. Stephen Riady has not held any directorship in other listed public companies in the last three years.
Mr. Stephen Riady is a graduate of the University of Southern California and holds an Honorary Degree of Doctor of Business Administration from Napier University in the United Kingdom. He is one of the first Honorary University Fellows installed by the Hong Kong Baptist University in September 2006.
As at the date hereof, Lippo Cayman is indirectly interested in 1,014,222,978 ordinary shares and HK$133,457,051.25 warrants giving rise to an interest in 106,765,641 underlying ordinary shares of the Company, totalling 1,120,988,619 ordinary shares and underlying ordinary shares of HK$1.00 each in, representing approximately 60.96 per cent. of the issued share capital of, the Company. Lippo Cayman is wholly owned by Lanius. Lanius is the trustee of a discretionary trust which was founded by Dr. Riady, who does not have any interest in the share capital of Lanius. The beneficiaries of the trust include, inter alia, Mr. Stephen Riady and other members of the family. Accordingly, Mr. Stephen Riady is deemed to be interested in 1,120,988,619 ordinary shares of HK$1.00 each in, representing approximately 60.96 per cent. of the issued share capital of, the Company, within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “SFO”).
Dr. Riady and his wife Madam Lidya Suryawaty are regarded as substantial shareholders of the Company under the SFO through their deemed interests in Lippo, the controlling shareholder of the Company. Mr. Stephen Riady is a son of Dr. Riady. Save as disclosed herein, Mr. Stephen Riady does not have any relationship with any Director, senior management, substantial or controlling shareholder of the Company.
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Mr. Stephen Riady does not have any service contract with the Company or any of its subsidiaries. He is subject to retirement by rotation and re-election at the Company’s annual general meetings in accordance with the Bye-laws of the Company (the “Bye-laws”). No emoluments or bonus were received by Mr. Stephen Riady from the Company or any of its subsidiaries for the year ended 31st December, 2010.
Furthermore, Mr. Stephen Riady does not have any matter that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”) or that need to be brought to the attention of the holders of securities of the Company.
CHANGE OF CHIEF EXECUTIVE OFFICER
The Board also announces that, following the resignation of Mr. Stephen Riady as the Chief Executive Officer of the Company, Mr. John Luen Wai Lee, currently an executive Director of the Company, has been appointed as the Chief Executive Officer of the Company to take up the vacancy with effect from 25th March, 2011. The biographical details of Mr. John Luen Wai Lee are set out below:
Mr. John Luen Wai Lee, J.P.
Mr. John Luen Wai Lee (“Mr. Lee”), aged 62, was appointed a Director of the Company on 1st September, 1992. Mr. Lee is also the Managing Director and Chief Executive Officer of Lippo and an executive director and the Chief Executive Officer of LCR. He is also an authorised representative of the Company, Lippo and LCR. In addition, he holds directorship in certain subsidiaries of the Company, Lippo and LCR. Mr. Lee is a director of Prime Success Limited and Hennessy Holdings Limited and a non-executive director of Export and Industry Bank, Inc. which is listed on The Philippine Stock Exchange, Inc. (the “Philippine Stock Exchange”). He is also a director of Asia Now Resources Corp. which is listed on TSX Venture Exchange of Canada. He is an independent non-executive director of New World Development Company Limited and New World China Land Limited, both of which are listed on the Stock Exchange. Mr. Lee was also a former non-executive director of Medco Holdings, Inc. which is listed on the Philippine Stock Exchange. Save as disclosed herein, Mr. Lee has not held any directorship in other listed public companies in the last three years.
Mr. Lee is a Fellow Member of the Association of Chartered Certified Accountants and the Hong Kong Institute of Certified Public Accountants and an Associate Member of The Institute of Chartered Accountants in England and Wales. He was a partner of Pricewaterhouse in Hong Kong and has extensive experience in corporate finance and capital markets. Mr. Lee is an Honorary Fellow of the City University of Hong Kong. He serves as a member on a number of Hong Kong Government Boards and Committees including a member of the Hospital Authority and the Chairman of its Finance Committee. He is also the Chairman of the Board of Trustees of the Hospital Authority Provident Fund Scheme as well as the Chairman of the Queen Elizabeth Hospital Governing Committee. In addition, Mr. Lee serves as a member of Non-local Higher and Professional Education Appeal Board.
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As at the date hereof, each of Mr. Lee and his spouse is interested in 270 ordinary shares of HK$1.00 each in the Company and HK$37.50 warrants entitling each of them to subscribe for 30 ordinary shares of HK$1.00 each in the Company at a subscription price of HK$1.25 per share (subject to adjustment). Mr. Lee also holds an option under the share option scheme of the Company to subscribe for 4,590,000 ordinary shares of HK$1.00 each in the Company at an exercise price of HK$1.24 per share (subject to adjustment). Save as disclosed herein, Mr. Lee is not interested or deemed to be interested in any shares or underlying shares pursuant to Part XV of the SFO.
Save as disclosed herein, Mr. Lee does not have any relationship with any Director, senior management, substantial or controlling shareholder of the Company.
Mr. Lee has an employment agreement with the Company (the “Employment Agreement”), which will be terminable by either party by giving three months’ prior written notice. He is also subject to retirement by rotation and re-election at the Company’s annual general meetings in accordance with the Bye-laws. For the year ended 31st December, 2010, Mr. Lee received salaries and benefits in kind in the total amount of HK$906,379 from the Company, of which the fringe benefits in the amount of HK$6,379 received for the year ended 31st December, 2010 was not covered by the Employment Agreement. He also received director’s fees in the total amount of HK$59,127 from the Company’s subsidiaries for the year ended 31st December, 2010 which were not covered by the Employment Agreement. The Company made contributions to a pension scheme of HK$12,000 for Mr. Lee for the year ended 31st December, 2010. The emoluments paid to Mr. Lee were determined by reference to the market terms and his duties and responsibilities.
Furthermore, Mr. Lee does not have any matter that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules or that need to be brought to the attention of the holders of securities of the Company.
By Order of the Board HONGKONG CHINESE LIMITED
Andrew Hau
Secretary
Hong Kong, 25th March, 2011
As at the date of this announcement, the Board of Directors of the Company comprises seven directors, of which Messrs. Stephen Riady (Chairman), John Luen Wai Lee (Chief Executive Officer) and Kee Yee Kor as executive Directors, Mr. Leon Nim Leung Chan as a non-executive Director, and Messrs. Albert Saychuan Cheok, King Fai Tsui and Victor Ha Kuk Yung as independent non-executive Directors.
- For identification purpose only
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