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Digital Hollywood Interactive Limited Board/Management Information 2019

Jul 5, 2019

50347_rns_2019-07-05_622463a6-7e5e-4848-ae8a-f5cd55303e70.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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DIGITAL HOLLYWOOD INTERACTIVE LIMITED 遊萊互動集團有限公司[*]

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 2022)

RESIGNATION OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHANGES IN COMPOSITION OF BOARD COMMITTEES

The Board announces that with effect from July 5, 2019:

  • (i) Mr. Darren Raymond SHAW resigned as an independent non-executive Director, and a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee; and

  • (ii) there are changes in composition of members of each of the Remuneration Committee, the Audit Committee and the Nomination Committee.

RESIGNATION OF AN INDEPENDENT NON-EXECUTIVE DIRECTOR

The board (the “ Board ”) of directors (the “ Directors ”) of Digital Hollywood Interactive Limited (the “ Company ”) announces that with effect from July 5, 2019, Mr. Darren Raymond SHAW (邵在純) (“ Mr. Shaw ”) resigned as an independent non-executive Director, and a member of each of the Board’s audit committee (the “ Audit Committee ”), remuneration committee (the “ Remuneration Committee ”) and nomination committee (the “ Nomination Committee ”) (together, the “ Board Committees ”), as he wishes to devote more time in his other commitments.

Mr. Shaw and the Board have confirmed that Mr. Shaw has no disagreement with the Board, and he is not aware of other matters in connection with his resignation that need to be brought to the attention of the shareholders of the Company and The Stock Exchange of Hong Kong Limited.

The Board would like to express its sincere gratitude to Mr. Shaw for his valuable contribution to the Company during his tenure.

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CHANGES IN THE COMPOSITION OF BOARD COMMITTEES

The Board would like to announce that with effect from July 5, 2019, Mr. Shaw ceased to be a member of each of the Remuneration Committee, the Audit Committee and the Nomination Committee. Upon Mr. Shaw’s resignation:

  1. the Remuneration Committee comprises the following Directors:

    • Mr. LI Yi Wen (chairman of the committee and independent non-executive Director)

    • Mr. LU Yuanfeng (executive Director)

  2. the Audit Committee comprises the following Directors:

    • Ms. Imma LING Kit-sum (chairman of the committee and independent non-executive Director)

    • Mr. LI Yi Wen (independent non-executive Director)

  3. the Nomination Committee comprises the following Directors:

    • Mr. LU Yuanfeng (chairman of the committee and executive Director)

    • Mr. LI Yi Wen (independent non-executive Director)

Upon the resignation of Mr. Shaw, (i) the Board comprises only three executive Directors and two independent non-executive Directors; and (ii) there are only two members in each of the Audit Committee, the Remuneration Committee and the Nomination Committee. Therefore, the composition of the Board and the Board Committees do not meet the requirements under Rule 3.10(1), Rule 3.21 and Rule 3.25 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) and Code Provision A.5.1 of the Code of Corporate Governance (the “ Corporate Governance Code ”) under Appendix 14 to the Listing Rules. The Company will identify a suitable candidate for the position of independent non-executive Director as well as members of each of the Audit Committee, the Remuneration Committee and the Nomination Committee within three months from the effective date of Mr. Shaw’s resignation to comply with the requirements of Rule 3.10(1), Rule 3.21, Rule 3.25 of the Listing Rules and Code Provision A.5.1 under the Corporate Governance Code. Further announcement will be made by the Company as and when appropriate.

By Order of the Board Digital Hollywood Interactive Limited LU Yuanfeng Chairman and Chief Executive Officer

Hong Kong, July 5, 2019

As at the date of this announcement, the Board comprises three executive Directors, namely Mr. LU Yuanfeng, Mr. HUANG Guozhan and Mr. HUANG Deqiang; and two independent non-executive Directors, namely Mr. LI Yi Wen and Ms. Imma LING Kit-sum.

  • For identification purposes only

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