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HKBN Ltd. Board/Management Information 2023

Sep 13, 2023

49841_rns_2023-09-13_3ff3af0e-20d7-430c-a366-e65661f01951.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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HKBN Ltd. 香港寬頻有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 1310)

CHANGE OF DIRECTORS AND COMPOSITION OF BOARD COMMITTEES

The board (the “ Board ”) of directors (the “ Directors ”) of HKBN Ltd. (the “ Company ”) announces that:

  1. Mr. Agus Tandiono (“ Mr. Tandiono ”) has resigned as a Non-executive Director of the Company and a member of the Nomination Committee and the Environmental, Social and Governance Committee (the “ ESG Committee ”) with effect from 13 September 2023;

  2. Ms. Edith Manling Ngan (“ Ms. Ngan ”) has resigned as an Independent Non-executive Director of the Company, the chairman of the ESG Committee and a member of the Audit Committee, the Nomination Committee and the Remuneration Committee with effect from 13 September 2023;

  3. Ms. Ming Ming Anna Cheung (“ Ms. Cheung ”) has been appointed as an Independent Non-executive Director of the Company and the chairman of the ESG Committee with effect from 13 September 2023; and

  4. Ms. Kit Yi Kitty Chung (“ Ms. Chung ”) has been appointed as an Independent Non-executive Director of the Company and a member of the Audit Committee and the ESG Committee with effect from 13 September 2023.

RESIGNATION OF DIRECTORS AND MEMBERS OF BOARD COMMITTEES

Mr. Tandiono has tendered his resignation as a Non-executive Director of the Company and a member of the Nomination Committee and the ESG Committee with effect from 13 September 2023 due to increased management responsibilities.

Ms. Ngan has also tendered her resignation as an Independent Non-executive Director of the Company, the chairman of the ESG Committee and a member of the Audit Committee, the Nomination Committee and the Remuneration Committee with effect from 13 September 2023 due to personal work arrangements.

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Each of Mr. Tandiono and Ms. Ngan has confirmed that he/she has no disagreement with the Board and there is no matter in relation to his/her resignation that needs to be brought to the attention of the shareholders of the Company.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND MEMBERS OF BOARD COMMITTEES

The Board also announces that Ms. Cheung has been appointed as an Independent Non-executive Director of the Company and the chairman of the ESG Committee with effect from 13 September 2023. Ms. Chung has also been appointed as an Independent Non-executive Director of the Company and a member of the Audit Committee and the ESG Committee with effect from 13 September 2023.

The biographical details of Ms. Cheung are as follows:

Ms. Ming Ming Anna Cheung, aged 55, was appointed as an Independent Non-executive Director of the Company and the chairman of the ESG Committee on 13 September 2023. Ms. Cheung is an independent non-executive director of Hong Kong Exchanges and Clearing Limited (stock code: 0388), a director of HKEX Foundation Limited and serves on the board of LGT Capital Partners Group Holding Ltd. She has over 20 years of experience in private equity and financial industries. Ms. Cheung has also built up extensive business strategic and operational experience through her former role as the Chief Executive of Jardine Pacific Limited from 2015 to 2020, with the responsibility of overseeing the company’s operations across a broad range of sectors in Hong Kong, Mainland China, and South East Asia. Prior to her appointment at Jardine Pacific Limited, Ms. Cheung served as a senior advisor to private equity firms, FountainVest Partners and LionRock Capital. Ms. Cheung joined 3i Group Plc (“ 3i Group ”) in 2001 and became a Partner of the company in 2008. As one of the founding partners of 3i Group’s China business, Ms. Cheung led consumer and technology related investment projects and served on the board of several investment portfolio companies. Prior to that, she worked at private equity and investment banking firms, including Intel Capital, J.H. Whitney, Bankers Trust Company, and Salomon Brothers in the areas of investments, corporate finance, capital markets, and mergers and acquisitions. Ms. Cheung holds a Bachelor of Arts (Computer Science) at the University of California, Berkeley, US and a Master in Business Administration (Finance) at the Wharton School, University of Pennsylvania, US.

The biographical details of Ms. Chung are as follows:

Ms. Kit Yi Kitty Chung, aged 60, was appointed as an Independent Non-executive Director of the Company and a member of the Audit Committee and the ESG Committee on 13 September 2023. Ms. Chung is an independent non-executive director of Goodman Logistics (HK) Limited, one of the triple stapled entities forming the Goodman Group (GMG) and the stapled securities are traded on the Australian Securities Exchange (ASX). She retired as a partner at PricewaterhouseCoopers on 1 July 2023. Ms. Chung holds a bachelor in economics degree from Monash University in Australia. She is a member of the Hong Kong Institute of Certified Public Accountants and the Chartered Accountants Australia and New Zealand.

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As at the date of this announcement, save as disclosed above, Ms. Cheung and Ms. Chung (i) do not have any relationship with any other directors, senior management, substantial or controlling shareholders of the Company; (ii) are not interested or deemed to be interested in any shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance; (iii) did not hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iv) do not hold any other position with the Company or any of its subsidiaries.

Ms. Cheung and Ms. Chung will hold office until the first general meeting of the Company after their appointment and shall then be eligible for re-election at that meeting, and thereafter will be subject to retirement by rotation and re-election at the Company’s annual general meeting in accordance with the articles of association of the Company.

Ms. Cheung and Ms. Chung have signed a letter of appointment issued by the Company. Under the letter of appointment, they will receive HK$653,120 per annum from the Company for their service as an Independent Non-executive Director of the Company.

Save as disclosed above, there is no information which is required to be disclosed pursuant to any of the requirements of the provisions under Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and there is no other matter that needs to be brought to the attention of the shareholders of the Company in relation to the appointment of Ms. Cheung and Ms. Chung.

The Board would like to express its gratitude to Mr. Tandiono and Ms. Ngan for their valuable contributions to the Company during their tenure of directorship, and the warmest welcome to Ms. Chung and Ms. Cheung on their appointment.

By order of the Board HKBN Ltd. Bradley Jay HORWITZ Chairman

Hong Kong, 13 September 2023

As at the date of this announcement, the Board comprises:

Executive Directors Independent Non-executive Directors Mr. Chu Kwong YEUNG Mr. Bradley Jay HORWITZ (Chairman) Mr. Ni Quiaque LAI Ms. Kit Yi Kitty CHUNG Ms. Ming Ming Anna CHEUNG Non-executive Directors Mr. Stanley CHOW Mr. Liyang ZHANG Mr. Yee Kwan Quinn LAW, SBS, JP Ms. Shengping YU

Where the English and the Chinese texts conflict, the English text prevails.

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