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CHINA STATE CONSTRUCTION DEVELOPMENT HOLDINGS LIMITED Board/Management Information 2012

Mar 26, 2012

49495_rns_2012-03-26_adf86464-604d-46fc-8104-ba2e511899a0.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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MEDIA CHINA CORPORATION LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 419)

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR RESIGNATION OF EXECUTIVE DIRECTOR AND CHIEF EXECUTIVE OFFICER

RE-DESIGNATION OF CHIEF EXECUTIVE OFFICER CHANGE OF CHAIRMAN OF REMUNERATION COMMITTEE AND

ESTABLISHMENT OF NOMINATION COMMITTEE AND CORPORATE GOVERNANCE COMMITTEE

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board of directors (the ‘‘Board’’) of Media China Corporation Limited (the ‘‘Company’’) is pleased to announce that with effect from 26 March 2012, Mr. CHU Yuguo (‘‘Mr. CHU’’) was appointed as an Independent Non-executive Director of the Company.

Mr. CHU Yuguo, aged 46, was appointed as the Independent Non-executive Director of the Company on 26 March 2012. Mr. CHU is a PhD fellowship of Peking University. He was the vice Chinese Communist Party Secretary of the Department of Computer Science & Technology of Peking University, deputy head and head of office of admission of Peking University Office of Educational Administration, head of asset management office of Peking University, and the chairman and general manager of Peking University Science Park. He is a director of Yuda, a non-executive Director and chairman of Beijing Beida Jade Bird Universal Sci-Tech Company Limited (a company listed on The Stock Exchange of Hong Kong Limited), a director and the president of Beida Jade Bird, a director of Beida High Technology and Beijing Beida Jade Bird International Education Investment Management Co., Ltd., and the chairman of Beijing Science Park Culture Education Development Co., Ltd. and Xishui Strong Year Co. Ltd., Inner Mongolia (an A share listed company in PRC).

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Save as disclosed above, Mr. CHU has confirmed to the Company that he has not held any other directorships in any Hong Kong or overseas listed public companies in the last three years and he does not hold any other positions with the Company or other members of the Group. As at the date of this announcement, Mr. CHU has no interest in the shares of the Company (‘‘Shares’’) within the meaning of Part XV of the Securities and Futures Ordinance.

Save for the appointment as an Independent Non-executive Director of the Company, Mr. CHU does not have any relationship with any directors, senior management or substantial shareholders or controlling shareholders of the Company.

Following the appointment, Mr. CHU has entered into a service contract with the Company for a term of 3 years and will be subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company.

Mr. CHU’s remuneration is determined with reference to his duties and responsibilities with the Company and the prevailing market conditions, Mr. CHU shall be entitled to an annual emolument of HK$200,000 and a discretionary bonus at the sole determination of the Board.

The Board is not aware of any other information in relation to Mr. CHU that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) or any other matter that needs to be brought to the attention of shareholders of the Company in relation to Mr. CHU’s appointment.

RESIGNATION OF EXECUTIVE DIRECTOR AND CHIEF EXECUTIVE OFFICER

The Board also announces that Mr. WANG Hong (‘‘Mr. WANG’’) resigned as an Executive Director and Chief Executive Officer of the Company with effect from 26 March 2012 due to his decision to devote more time to pursue his other business.

Mr. WANG 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 shareholders of the Company.

The Board would like to express its gratitude to Mr. WANG for his contribution to the Company during his tenure of service and would like to offer its best wishes to him.

RE-DESIGNATION OF CHIEF EXECUTIVE OFFICER

The Board further announces that Mr. YUEN Hoi Po (‘‘Mr. YUEN’’), the Chairman and an Executive Director of the Company, is re-designated as Chief Executive Officer of the Company with effect from 26 March 2012. Mr. YUEN will also remain as the Chairman and Executive Director of the Company.

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CHANGE OF CHAIRMAN OF REMUNERATION COMMITTEE

In compliance with the requirement under the forthcoming amendments to the Listing Rules which will come into effect on 1 April 2012, Dr. WONG Yau Kar, David, an independent non-executive Director, was appointed as the chairman of the remuneration committee of the Company in place of Mr. YUEN Hoi Po with effect from 26 March 2012. Mr. YUEN Hoi Po shall remain as a member of the remuneration committee.

ESTABLISHMENT OF NOMINATION COMMITTEE AND CORPORATE GOVERNANCE COMMITTEE

A nomination committee comprising Mr. YUEN Hoi Po as Chairman, Prof. WEI Xin, Dr. WONG Yau Kar, David and Mr. CHU Yuguo as members has been established by the Board with the written terms of reference with effect from 26 March 2012.

A corporate governance committee comprising Mr. YUEN Hoi Po as Chairman, Prof. WEI Xin, Mr. YUEN Kin and Mr. CHU Yuguo as members has also been established by the Board with the written terms of reference with effect from 26 March 2012.

By Order of the Board Media China Corporation Limited Hau Wai Man Company Secretary

Hong Kong, 26 March 2012

As at the date of this announcement, the Board comprises Mr. YUEN Hoi Po (Chairman and Executive Director), Mr. Hugo SHONG (Vice Chairman and Non-executive Director), Mr. ZHANG Changsheng (Executive Director), Mr. Edward TIAN Suning (Non-executive Director), Professor WEI Xin, Dr. WONG Yau Kar David JP, Mr. YUEN Kin and Mr. CHU Yuguo (each an Independent Non-executive Director).

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