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CITIC Limited Board/Management Information 2009

Nov 18, 2009

49082_rns_2009-11-18_ca54de84-18d1-4b4a-8b05-03c8b0aaa9ec.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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(incorporated in Hong Kong with limited liability) (Stock Code: 267)

CHANGES TO THE BOARD AND CHANGE OF COMPANY SECRETARY

The Board of Directors (the “Board”) of CITIC Pacific Limited (the “Company”) announces the following changes:-

  1. Mr Zhang Jijing has been re-designated as an Executive Director and appointed as the Managing Director of the Company with effect from 18 November 2009;

  2. Mr Yin Ke has been appointed as a Non-executive Director of the Company with effect from 18 November 2009;

  3. Mr Hamilton Ho Hau Hay will resign as an Independent Non-executive Director of the Company with effect from 1 January 2010;

  4. Ms Stella Chan Chui Sheung will resign as the Secretary of the Company with effect from 1 January 2010, to be replaced by Mr Ricky Choy Wing Kay.

The Board of the Company announces the following changes:-

CHANGES TO THE BOARD

Appointment of Mr Zhang Jijing as the Managing Director of the Company

Mr Zhang Jijing , aged 54, a Non-executive Director of the Company since 1 April 2009, has been re-designated as an Executive Director and appointed as the Managing Director of the Company with effect from 18 November 2009.

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Mr Zhang is a director, an assistant president and the head of the Strategy and Planning Department of CITIC Group. He is also a non-executive director of CITIC Resources Holdings Limited (listed on the Hong Kong Stock Exchange), CITIC Securities Co., Ltd. (listed on the Shanghai Stock Exchange) and China CITIC Bank Corporation Limited (listed on the Hong Kong Stock Exchange and the Shanghai Stock Exchange). Mr Zhang has previously been the managing director of CITIC Australia Group, a director and vice president of CITIC Australia Pty. Ltd. and the deputy division chief of the overseas investment department of China International Trust and Investment Corporation. Mr Zhang had, over a decade ago, also served as a non-executive director of certain companies in which CITIC Australia Pty. Ltd. had invested in (including Yaohan International Holdings Limited and Pacific Asia International Pty Limited). From 14 February 1996 to 22 November 1997 and from 24 February 1998 to 20 November 1998, Mr Zhang served as a non-executive director of Yaohan International Holdings Limited (a company incorporated in Bermuda and subsequently in liquidation). Current status and outcome of the proceeding is unknown. Mr Zhang also served as a non-executive director of Pacific Asia International Pty Limited from 30 June 1995 to 17 September 1999 and this company was deregistered on 20 June 2004 after its liquidation. The Board is of the view that Mr Zhang's role as a non-executive director of the aforesaid companies which went into liquidation do not have any significant impact on Mr Zhang’s qualification to serve as an Executive Director and the Managing Director of the Company. He has over 24 years’ experience in corporate management, industrial investment, business finance and the aluminium industry.

Mr Zhang obtained a Bachelor Degree in Engineering from Hefei Polytechnic University in Anhui Province and a Master Degree in Economics from the Graduate School of Chinese Academy of Social Sciences in Beijing.

There is no service contract between the Company and Mr Zhang . Mr Zhang will not receive salary from the Company. He will receive a director’s fee of HK$150,000 per annum (on a pro rata basis), which is determined by shareholders of the Company, at the same rate as that payable by the Company to other executive directors of the Company. He will be subject to retirement by rotation and re-election in accordance with the Company’s articles of association.

As at the date hereof, Mr Zhang is not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed, Mr Zhang has no relationships with any directors, senior management or substantial or controlling shareholders of the Company, and does not or has not in the last three years held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

In relation to the appointment of Mr Zhang as the Managing Director of the Company, save as disclosed above, there is no information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the shareholders of the Company in connection with Mr Zhang’s appointment as Managing Director of the Company.

Following the above appointment, Mr Chang Zhenming ceased to be the Managing Director of the Company. The roles of chairman and chief executive officer are separated and assumed by Mr Chang Zhenming and Mr Zhang Jijing respectively.

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- Appointment of Mr Yin Ke as a Non executive Director of the Company

Mr Yin Ke , aged 46, has been appointed as a Non-executive Director of the Company with effect from 18 November 2009.

Mr Yin is the chief executive officer, executive director and vice chairman of CITIC Securities International Company Limited, a non-executive director of Zhongxing Shenyang Commercial Building Group Company Limited (listed on the Shenzhen Stock Exchange), a director of CITIC Securities Co., Ltd. (listed on the Shanghai Stock Exchange). He has been appointed as a non-executive director of Dah Chong Hong Holdings Limited (a subsidiary of the Company and listed on the Hong Kong Stock Exchange) with effect from 1 January 2010. Mr Yin began his career as executive secretary to the chief executive officer of the Shenzhen Stock Exchange when it was first established and is one of the pioneers who actively contributed to the development of the PRC stock market. He was formerly a director of ACT360 Solutions Limited (listed on the Toronto Stock Exchange) and CITIC Capital Holdings Limited. He has previously served as the deputy general manager of Shenzhen Investment Fund Management Limited, a director of CCB Principal Asset Management Company Limited, an executive director of Jun An Securities Limited, an executive director of Guo Tai Jun An Securities Company Limited, the executive director and president of China United Securities Limited. He is also actively involved in various professional associations including the Securities Association of China and the Securities Association of Shenzhen.

Mr Yin graduated with a bachelor degree in electrical engineering and a master degree in Economics from Zhejiang University.

There is no service contract between the Company and Mr Yin. Following his appointment, Mr Yin will receive from the Company a director’s fee of HK$200,000 per annum (on a pro rata basis), which is determined by shareholders of the Company, at the same rate as that payable by the Company to other non-executive directors of the Company. Pursuant to the Company’s articles of association, Mr Yin will retire and be eligible for re-election at the next annual general meeting. Thereafter, he will be subject to retirement by rotation and re-election in accordance with the Company’s articles of association.

As at the date hereof, Mr Yin is not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed, Mr Yin has no relationships with any directors, senior management or substantial or controlling shareholders of the Company, and does not or has not in the last three years held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas.

In relation to the appointment of Mr Yin as a Non-executive Director of the Company, there is no information to be disclosed pursuant to any of the requirements of Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor are there other matters that need to be brought to the attention of the shareholders of the Company.

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Resignation of Mr Hamilton Ho Hau Hay as an Independent Non-executive Director

Mr Hamilton Ho Hau Hay will resign as an Independent Non-executive Director of the Company with effect from 1 January 2010 due to his busy personal schedule. Mr Ho 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.

Mr Ho has been a director of the Company since April 1992 and has provided much guidance and support to the Company during his tenure of office. The Board expresses its sincere gratitude to Mr Ho for his service and valuable contributions made to the Company.

CHANGE OF COMPANY SECRETARY AND AUTHORISED REPRESENTATIVE

Ms Stella Chan Chui Sheung will, upon her early retirement, resign as the Secretary and Authorised Representative of the Company with effect from 1 January 2010. Ms Chan joined the Company in 1990 and has provided valuable service to the Company throughout the years.

The Board expresses its gratitude to Ms Chan for her contributions made to the Company .

Concurrently, Mr Ricky Choy Wing Kay has been appointed as the Secretary and Authorised Representative of the Company with effect from 1 January 2010. Mr Choy joined the Company since August 2008. He is a solicitor practising in Hong Kong.

By Order of the Board CITIC Pacific Limited Chang Zhenming Chairman

Hong Kong, 18 November 2009

As at the date hereof, the executive directors of the Company are Messrs Chang Zhenming (Chairman), Zhang Jijing, Peter Lee Chung Hing, Carl Yung Ming Jie, Vernon Francis Moore, Li Shilin, Liu Jifu, Milton Law Ming To, Wang Ande and Kwok Man Leung; and the non-executive directors of the Company are Messrs Willie Chang, André Desmarais, Ju Weimin, Yin Ke and Peter Kruyt (alternate director to Mr André Desmarais); and the independent non-executive directors of the Company are Messrs Hamilton Ho Hau Hay, Alexander Reid Hamilton, Hansen Loh Chung Hon and Norman Ho Hau Chong.

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