AI assistant
CITIC Limited — Board/Management Information 2011
Aug 5, 2011
49082_rns_2011-08-05_09dfef3f-21b9-4e75-9aa0-842c987430cc.pdf
Board/Management Information
Open in viewerOpens in your device viewer
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 disclaims any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.
CITIC Pacific Limited 中信泰富有限公司
(incorporated in Hong Kong with limited liability)
(Stock Code: 00267)
APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR TO SPECIAL COMMITTEE AND PROPOSED AMENDMENTS TO ARTICLES OF ASSOCIATION
Appointment to special committee
The Board of CITIC Pacific is pleased to announce that Mr. Francis Siu Wai Keung, an independent non-executive director, will be appointed with effect from 8 August 2011 as a member of the special committee of the Board which deals with matters relating to the investigations by the Securities and Futures Commission and the Commercial Crime Bureau of the Hong Kong Police Force.
Proposed amendments to the articles of association
The Board proposes to amend the Articles to, amongst others, align with certain changes in the Companies Ordinance and the Listing Rules. The proposed amendments are subject to approval by the shareholders by way of a special resolution at the EGM.
Appointment to special committee
The board of directors (“Board”) of CITIC Pacific Limited (“CITIC Pacific”) is pleased to announce that Mr. Francis Siu Wai Keung, an independent non-executive director, will be appointed with effect from 8 August 2011 as a member of the special committee of the Board which deals with matters relating to the investigations by the Securities and Futures Commission and the Commercial Crime Bureau of the Hong Kong Police Force.
- 1 -
With the appointment of an independent non-executive director to the above special committee, taking into account the complexity of the work of the special committee, CITIC Pacific will propose for shareholders’ approval, an additional remuneration for any independent non-executive director who serves on the aforesaid special committee in the sum of HK$100,000 per annum (or, if he serves for less than a year, on a pro rata basis). The Board proposes to put forward a resolution for such approval to the shareholders at the same extraordinary general meeting to be convened to approve the discloseable and connected transaction in relation to the disposal of equity interest in CITIC Guoan Co., Ltd. (“EGM”) as announced by CITIC Pacific on 15 July 2011. Accordingly, subject to receiving shareholders’ approval, Mr. Francis Siu Wai Keung will receive an additional remuneration of HK$100,000 per annum (or, if he serves for less than a year, on a pro rata basis).
Proposed amendments to articles of association
In view of changes to the Companies Ordinance (Chapter 32 of the Laws of Hong Kong) (“Companies Ordinance”) and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“Listing Rules”) relating to corporate communications, voting at general meetings and notice to shareholders for general meetings, the Board proposes to amend the articles of association of CITIC Pacific (“Articles”) to, amongst others, align it with the relevant changes. The proposed amendments to the Articles are subject to approval by the shareholders by way of a special resolution at the EGM.
Details of the proposed amendments to the Articles will be set out in the circular to be despatched by CITIC Pacific in respect of the EGM.
By Order of the Board CITIC Pacific Limited Ricky Choy Wing Kay Company Secretary
Hong Kong, 5 August 2011
As at the date of this announcement, the executive directors of CITIC Pacific are Messrs Chang Zhenming (Chairman), Zhang Jijing, Carl Yung Ming Jie, Vernon Francis Moore, Liu Jifu, Milton Law Ming To and Kwok Man Leung; the non-executive directors of CITIC Pacific are Messrs André Desmarais, Ju Weimin, Yin Ke and Peter Kruyt (alternate director to Mr André Desmarais); and the independent non-executive directors of CITIC Pacific are Messrs Alexander Reid Hamilton, Gregory Lynn Curl and Francis Siu Wai Keung.
- 2 -