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CWT International Limited Board/Management Information 2006

Mar 6, 2006

49269_rns_2006-03-06_ede6a702-b409-4d47-bb05-2d98b134e7a3.pdf

Board/Management Information

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SINOCHEM HONG KONG HOLDINGS LIMITED

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(Incorporated in Bermuda with limited liability) Stock Code: 297

ANNOUNCEMENT

Resignation and Appointment of Directors Change of Authorised Representatives and Directors’ Remuneration

The Board announces the resignation of Ms. Chen Hao as an executive Director and the appointment of Mr. Harry Yang as an executive Director, both with effect from 6 March 2006, and the changes to the authorised representatives of the Company for the purposes of accepting service of process under Part XI of the Companies Ordinance, details of which are set out below.

Reference is also made to the circular of the Company dated 9 August 2005. Mr. Du Ke Ping, an executive Director and the Chief Executive Officer of the Company, has entered into a service contract with the Company. Details of his remuneration as specified in his service contract are set out below.

Resignation of Director

The board (“Board”) of directors (“Directors”) of Sinochem Hong Kong Holdings Limited (“Company”) announces that Ms. Chen Hao has resigned as an executive Director with effect from 6 March 2006 due to personal reasons. Ms. Chen has confirmed that she has no disagreement with the Board, and the Board is not aware of any matters relating to the resignation of Ms. Chen that need to be brought to the attention of the shareholders of the Company. The Board would like to take this opportunity to express its appreciation to Ms. Chen for her valuable contributions to the Company during her term of service.

Appointment of Director

The Board is pleased to announce that, with effect from 6 March 2006, Mr. Harry Yang has been appointed an executive Director.

Mr. Yang, aged 43, graduated from the University of International Business and Economics with a master’s degree in economics. Mr. Yang has more than 16 years of experience in business management in both the oil industry and the fertilizer industry. Prior to his appointment as a Director, Mr. Yang was the chief executive officer of US Agri-Chemicals Corporation and an executive director and general manager of US Chem Resources, Inc.,

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both indirect wholly-owned subsidiaries of Sinochem Corporation, the ultimate controlling shareholder of the Company. He had also held various positions with subsidiaries and affiliates of Sinochem Corporation. Apart from his directorship in the Company, Mr. Yang now serves as a deputy general manager of the Company and a director of various of its subsidiaries. He also acts as an agent for the purposes of accepting service of process and notices in Hong Kong on the Company’s behalf under Part XI of the Companies Ordinance and an authorised representative of the Company under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited. Mr. Yang has not held any directorship in any listed public companies in the past three years and, other than as described above, has no relationship with any directors, senior management, substantial or controlling shareholders of the Company.

As at the date of this announcement, Mr. Yang is interested in 1,582,000 ordinary shares of the Company, representing shares which may fall to be allotted and issued upon exercise in full of the share options granted to him by the Company under its share option scheme. Save as disclosed, Mr. Yang does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance.

Mr. Yang has entered into a director’s service contract with the Company for a term of three years commencing with effect from 6 March 2006, subject to early termination (i) by either party serving a written notice of not less than two months on the other or (ii) by the Company by reason of the Director’s bankruptcy, ill-health or other material defaults specified under the service contract. In addition, pursuant to the bye-laws of the Company, Mr. Yang will hold office until the next general meeting of the Company and will then be eligible for re-election at that meeting. Thereafter, he will be subject to retirement by rotation and will be eligible for re-election at subsequent annual general meetings of the Company in accordance with its bye-laws. According to the service contract, Mr. Yang will receive from the Company a fixed fee at the rate of HK$1,050,000 per annum and housing allowance of not more than HK$720,000 per annum (payable to the extent of accommodation expenses actually incurred by him), in each case as determined by, and subject to annual review of, the Remuneration Committee of the Board. If the Company terminates the service contract prior to the expiry of its term and other than in circumstances described in (ii) above, Mr. Yang will be entitled to a cash compensation equivalent to 11 months of the annual fixed fee then payable to him. Pursuant to his service contract, Mr. Yang may receive end-of-year bonuses, ranging from HK$425,000 to HK$1,275,000 per annum, the actual amount of which will be determined by reference to the Company’s performance for the relevant year and is subject to adjustment of not more than 20% as determined by the Remuneration Committee. Mr. Yang’s remuneration was approved by the Remuneration Committee and determined with reference to his experience and responsibilities and prevailing market standards.

The Board is not aware of any matter in relation to Mr. Yang that is required to be disclosed pursuant to paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules or any other matter that needs to be brought to the attention of shareholders of the Company in relation to Mr. Yang’s appointment. The Directors welcome Mr. Yang and believe that his joining the Board will be beneficial to the Company.

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Change of Authorised Representatives

The Board announces that Mr. Du Ke Ping and Mr. Harry Yang have replaced Mr. Song Yu Qing as the authorised representatives of the Company for the purposes of accepting service of process and notices in Hong Kong on the Company’s behalf under Part XI of the Companies Ordinance with effect from 6 March 2006.

Remuneration of Mr. Du Ke Ping

Reference is also made to the circular of the Company dated 9 August 2005 relating to, among other things, the re-election of directors of the Company at its last annual general meeting.

Mr. Du Ke Ping, an executive Director and the Chief Executive Officer of the Company, has entered into a service contract with the Company for a term of three years commencing with effect from 28 July 2005, subject to early termination (i) by either party serving a written notice of not less than two months on the other or (ii) by the Company by reason of the Director’s bankruptcy, ill-health or other material defaults specified under the service contract. Mr. Du is also subject to retirement by rotation and will be eligible for re-election at subsequent annual general meetings of the Company in the manner provided under its bye-laws. According to the service contract, Mr. Du is entitled to a fixed fee of HK$1,133,688 per annum and housing allowance of not more than HK$1,200,000 per annum (payable to the extent of accommodation expenses actually incurred by him), in each case as determined by, and subject to annual review of, the Remuneration Committee of the Board. If the Company terminates the service contract prior to the expiry of its term and other than in circumstances described in (ii) above, Mr. Du will be entitled to a cash compensation equivalent to 11 months of the annual fixed fee then payable to him. Pursuant to his service contract, Mr. Du may receive end-of-year bonuses, ranging from HK$566,844 to HK$1,700,532 per annum, the actual amount of which will be determined by reference to the Company’s performance for the relevant year and is subject to adjustment of not more than 20% as determined by the Remuneration Committee. Mr. Du’s remuneration was approved by the Remuneration Committee and determined with reference to his experience and responsibilities and prevailing market standards.

General

As at the date of this announcement, the executive Directors are Mr. Du Ke Ping (Chief Executive Officer) and Mr. Harry Yang; the non-executive Directors are Mr. Liu Deshu (Chairman) , Mr. Song Yu Qing (Deputy Chairman) , Mr. Chen Guo Gang and Mr. Stephen Francis Dowdle; and the independent non-executive Directors are Mr. Ko Ming Tung, Edward, Mr. Li Ka Cheung, Eric and Mr. Tang Tin Sek.

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By order of the Board of Sinochem Hong Kong Holdings Limited Du Ke Ping Chief Executive Officer

Hong Kong, 6 March 2006

* For identification purposes only

Please also refer to the published version of this announcement in The Standard.

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