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Byte Metaverse Holdings Limited — Board/Management Information 2021
Jul 5, 2021
51517_rns_2021-07-05_f6a8caa3-3e8c-4cca-ab68-cd89089bb258.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.
NOMAD TECHNOLOGIES HOLDINGS LIMITED
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 8645)
CHANGES OF INDEPENDENT NON-EXECUTIVE DIRECTOR, MEMBER OF THE AUDIT COMMITTEE AND THE CHAIRMAN OF THE REMUNERATION COMMITTEE
The Board hereby announces that with effect from 5 July 2021,
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Mr. Yau has resigned as an Independent Non-executive Director, a member of the Audit Committee and the chairman of the Remuneration Committee; and
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Mr. Chen has been appointed as an Independent Non-executive Director, a member of the Audit Committee and the chairman of the Remuneration Committee.
RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR, A MEMBER OF THE AUDIT COMMITTEE AND THE CHAIRMAN OF THE REMUNERATION COMMITTEE
The board (the “Board” ) of directors (the “Director(s)” ) of Nomad Technologies Holdings Limited (the “Company” , together with its subsidiaries, the “Group” ) hereby announces that Mr. Yau Yeung On (游楊安) ( “Mr. Yau” ) has resigned as an Independent Non-executive Director, a member of the audit committee of the Company (the “Audit Committee” ) and the chairman of the remuneration committee of the Company (the “Remuneration Committee” ) with effect from 5 July 2021 due to his other businesses and personal commitments. Mr. Yau has confirmed to the Board that he has no disagreement with the Board and there are no other matters in relation to his resignation of the above positions that need to be brought to the attention of the shareholders of the Company (the “Shareholders” ).
The Board would like to take this opportunity to express its gratitude to Mr. Yau for his valuable contribution to the Company during his tenure of office.
APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR, A MEMBER OF THE AUDIT COMMITTEE AND CHAIRMAN OF THE REMUNERATION COMMITTEE
The Board is pleased to announce that, with effect from 5 July 2021, Mr. Chen Youchun (陳友春) (“ Mr. Chen ”) has been appointed as an Independent Non-executive Director, a member of the Audit Committee and the chairman of the Remuneration Committee.
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The biographical details of Mr. Chen are as follows:
Mr. Chen, aged 45, graduated from the Southwest University of Political Science & Law in 2000 with a Bachelor’s Degree in Laws and another Bachelor’s Degree in Laws from the University of Northumbria in 2011. He also obtained a Master’s Degree in Civil and Commercial Law from the Wuhan University in 2007 and a Doctor of Philosophy in International Law from the Southwest University of Political Science & Law in 2018.
Mr. Chen is a foreign lawyer registered with the Law Society of Hong Kong and is a partner in the Shenzhen office of Junzejun Law Offices. Mr. Chen has extensive experience in corporate finance, private equity, venture capitals, initial public offer listings, and mergers and acquisitions in China and Hong Kong.
Mr. Chen has served as an independent non-executive director of Central Wealth Group Holdings Limited (a company listed on the Main Board of the Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), stock code: 139) from October 2014 to October 2019, and Elegance Optical International Holdings Limited (a company listed on the Main Board of the Stock Exchange, stock code: 907) from October 2017 to April 2019. Mr. Chen has been appointed as an independent nonexecutive director of China Tangshang Holdings Limited (a company listed on the Main Board of the Stock Exchange, stock code: 674) since December 2016 and an independent director of Nuode Investment Group Co. Ltd (a company listed on the Shanghai Stock Exchange, stock code: 600110) since February 2018.
Save as disclosed above, Mr. Chen does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or held any other position with the Group or other major appointments and professional qualifications.
As at the date of this announcement, Mr. Chen does not have any interest in the shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Save as disclosed above, as at the date of this announcement, Mr. Chen does not have any relationship with any Director, senior management or substantial shareholder (as defined under the Rules Governing the listing of Securities on GEM of the Stock Exchange (the “GEM Listing Rules” )) or controlling shareholder (as defined under the GEM Listing Rules) of the Company.
Mr. Chen has entered into a letter of appointment with the Company as an Independent Nonexecutive Director for an initial term commencing from 5 July 2021 and shall hold office until the 2021 annual general meeting of the Company, and thereafter shall be subject to retirement by rotation and re-election at the general meetings of the Company pursuant to the articles of association of the Company and the GEM Listing Rules. Pursuant to the letter of appointment, the annual remuneration of Mr. Chen as an Independent Non-executive Director of the Company is HK$180,000. Such remuneration is determined with reference to the duties and responsibilities of Mr. Chen, the
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Company’s performance and profitability, the prevailing market conditions and the remuneration policy of the Company. Save for the said salary, Mr. Chen will not be entitled to any other emolument for holding his office as an Independent Non-executive Director. The amount of Mr. Chen’s remuneration has been approved by the Board and the Remuneration Committee and will be reviewed by the Board and the Remuneration Committee on an annual basis..
Mr. Chen has confirmed that he met the independence criteria set out in Rule 5.09 of the GEM Listing Rules. Save as disclosed above, the Company considers that in relation to the appointment of Mr. Chen as an Independent Non-executive Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.
The Board would like to take this opportunity to welcome Mr. Chen for joining the Board.
By order of the Board Nomad Technologies Holdings Limited Dato’ Eric Tan Chwee Kuang Chairman and Executive Director
Malaysia, 5 July 2021
As at the date of this announcement, the Board comprises Dato’ Eric Tan Chwee Kuang and Mr. Saw Zhe Wei as Executive Directors; and Mr. Chen Youchun, Mr. Lim Peng Chuan Terence and Mr. Phua Cheng Sye Charles as Independent Non-executive Directors.
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
This announcement will remain on the GEM website at www.hkgem.com on the “Latest Listed Company Information” page for at least seven days from the date of its publication. This announcement will also be published on the Company’s website at www.nomad-holdings.com.
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