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i-Cable Communications Limited Board/Management Information 2021

Nov 30, 2021

49682_rns_2021-11-30_1785f942-ec95-4af7-b56c-65f154044043.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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i-CABLE COMMUNICATIONS LIMITED

(Incorporated in Hong Kong with limited liability)

(Stock Code: 1097)

(1) CHANGE OF CHAIRMAN AND VICE-CHAIRMEN; (2) RE-DESIGNATION OF DIRECTORS;

(3) CHANGE IN COMPOSITION OF THE NOMINATION COMMITTEE; AND (4) CHANGE OF AUTHORISED REPRESENTATIVE

The Board announces that, with effect from 30 November 2021:

  • (1) Tan Sri Dato’ David Chiu has been re-designated from the Chairman to a Vicechairman, and Dr. Cheng Kar-Shun, Henry has been re-designated from the Vicechairman to the Chairman;

  • (2) Mr. Tsang On Yip, Patrick has been appointed as a Vice-chairman;

  • (3) each of Mr. Tsang On Yip, Patrick and Mr. Lie Ken Jie Remy Anthony Ket Heng has been re-designated from a non-executive Director to an executive Director;

  • (4) Mr. Andrew Wah Wai Chiu has been re-designated from an executive Director to a non-executive Director;

  • (5) Tan Sri Dato’ David Chiu has ceased to act as the chairman and a member of the Nomination Committee, and Dr. Hu Shao Ming Herman has been appointed as the chairman and a member of the Nomination Committee; and

  • (6) Mr. Andrew Wah Wai Chiu has ceased to act as an Authorised Representative, and Mr. Lie Ken Jie Remy Anthony Ket Heng has been appointed as an Authorised Representative.

– 1 –

CHANGE OF CHAIRMAN AND VICE-CHAIRMEN

The board (the ‘‘Board’’) of directors (the ‘‘Director(s)’’) of i-CABLE Communications Limited (the ‘‘Company’’, together with its subsidiaries and consolidated structured entities, the ‘‘Group’’) announces that with effect from 30 November 2021:

  • (a) Tan Sri Dato’ David Chiu has been re-designated from the chairman of the Board (the ‘‘Chairman’’) to a vice-chairman of the Board (‘‘Vice-chairman’’);

  • (b) Dr. Cheng Kar-Shun, Henry (‘‘Dr. Cheng’’) has been re-designated from the Vicechairman to the Chairman; and

  • (c) Mr. Tsang On Yip, Patrick (‘‘Mr. Tsang’’) has been appointed as a Vice-chairman.

The biographical details of Tan Sri Dato’ David Chiu, Dr. Cheng and Mr. Tsang are set out below:

Tan Sri Dato’ David Chiu, aged 67, was appointed as the Chairman and a non-executive Director in September 2017 and re-designated as a Vice-chairman in November 2021. He is also a member of the compensation committee of the Company (the ‘‘Compensation Committee’’). He ceased to serve as the chairman and a member of the nomination committee of the Company (the ‘‘Nomination Committee’’) in November 2021.

Tan Sri Dato’ David Chiu holds a double degree of Bachelor of Science in Business Administration and Economics at the University of Sophia, Japan. He is a prominent businessman with over 45 years’ experience in the property development and extensive experience in the hotel development. In his business career, he established a number of highly successful business operation through organic growth and acquisitions, covering Mainland China, Hong Kong, Japan, Malaysia, Singapore and Australia. Since 1978, Tan Sri Dato’ David Chiu had been the managing director of Far East Consortium Limited, the predecessor of Far East Consortium International Limited (‘‘FECIL’’), a listed public company in Hong Kong. He was appointed as the deputy chairman and chief executive officer of FECIL on 8 December 1994 and 8 October 1997 respectively. On 8 September 2011, Tan Sri Dato’ David Chiu has been appointed as the chairman of FECIL. FECIL and its subsidiaries (‘‘FECIL Group’’) is mainly engaged in property development and investment, hotel operations and management, car park operations and facilities management, securities and financial product investment and gaming operations. FECIL Group adopts the diversified regional strategy and the ‘‘Asian Wallet’’ strategy with business covering Mainland China, the Hong Kong Special Administrative Region, Australia, New Zealand, Malaysia, Singapore, the United Kingdom and other European countries. He is also a director of Forever Top (Asia) Limited (‘‘Forever Top’’), a controlling shareholder of the Company.

In regard to Tan Sri Dato’ David Chiu’s devotion to community services in China and Hong Kong, he was appointed as the member of the 12th and 13th Chinese People’s Political Consultative Conferences, the vice chairman of All-China Federation of Industry and Commerce in 2017. Currently, he is a trustee member of The Better Hong Kong Foundation, a member of The Real Estate Developers Association of Hong Kong, a member of Pacific Basin Economic Council, a director of three Ju Ching Chu Schools in Hong Kong and the vice chairman of Guangdong-Hong Kong-Macao Greater Bay Area Radio and Television

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Union. In Malaysia, Tan Sri Dato’ David Chiu was awarded an honorary award which carried the title ‘‘Dato’’ and a more senior honorary title of ‘‘Tan Sri’’ by His Majesty, King of Malaysia in 1997 and 2005 respectively. He was also awarded the WCEF Lifetime Achievement Awards by Asian Strategy & Leadership Institute in 2013, the ‘‘Best Executive in Hong Kong’’ in the ‘‘2016 Asiamoney Best Managed Company Award’’, the FinanceAsia’s ‘‘Best CEO’’ in 2017 & FinanceAsia’s ‘‘Best CEO in Hong Kong’’ in 2018, 2019, 2020 & 2021,‘‘Asia’s Best CEO in Investor Relations’’ at ‘‘Asian Excellence Award 2018, 2019 & 2020, the ‘‘Best IR by Chairman/CEO’’ in ‘‘HKIRA Investor Relations Awards’’ in 2017, 2019, 2020 & 2021.

Tan Sri Dato’ David Chiu is the father of Mr. Andrew Wah Wai Chiu (‘‘Mr. Chiu’’), a nonexecutive Director, and the brother of the brother-in-law of Mr. Tang Sing Ming Sherman, an independent non-executive Director.

Dr. Cheng, GBM, GBS, aged 74, was appointed as the Vice-chairman and a non-executive Director in September 2017, and re-designated as the Chairman in November 2021. Dr. Cheng is the chairman and executive director of New World Development Company Limited, NWS Holdings Limited and Chow Tai Fook Jewellery Group Limited, and the chairman and non-executive director of FSE Lifestyle Services Limited (formerly known as FSE Services Group Limited), all of them are listed public companies in Hong Kong. He was a non-executive director of SJM Holdings Limited up to his retirement in June 2019, a non-executive director of DTXS Silk Road Investment Holdings Company Limited until his resignation in March 2021, and chairman and a non-executive director of New World Department Store China Limited until his resignation in May 2021, all of which are listed public companies in Hong Kong. He is a director of Cheng Yu Tung Family (Holdings) Limited, Cheng Yu Tung Family (Holdings II) Limited, Chow Tai Fook Capital Limited, Chow Tai Fook (Holding) Limited and Chow Tai Fook Enterprises Limited. Dr. Cheng is also a director of Forever Top.

Dr. Cheng is the chairman of the Advisory Council for The Better Hong Kong Foundation. He was a Standing Committee Member of the Twelfth Chinese People’s Political Consultative Conference of The People’s Republic of China. Dr. Cheng was awarded the Gold Bauhinia Star and the Grand Bauhinia Medal in 2001 and 2017 respectively by the Government of the Hong Kong Special Administrative Region.

Dr. Cheng is the uncle of the spouse of Mr. Tsang, an executive Director.

Mr. Tsang, aged 50, was appointed as a non-executive Director in September 2017 and redesignated as an executive Director in November 2021. He was appointed as a Vicechairman in November 2021. He is also a member of the Compensation Committee. He is also a director of a subsidiary of the Company.

Mr. Tsang is the chief executive officer and director of Chow Tai Fook Enterprises Limited. He is also an executive director of Melbourne Enterprises Limited and UMP Healthcare Holdings Limited, and a non-executive director of Greenheart Group Limited, Integrated Waste Solutions Group Holdings Limited and SJM Holdings Limited, all of which are listed public companies in Hong Kong. Mr. Tsang is a director of Cheng Yu Tung Foundation Limited and Chow Tai Fook (Holding) Limited, a governor of Chow Tai Fook Charity Foundation Limited, a member of Hong Kong Chief Executive Election Committee, and a General Committee member of Employers’ Federation of Hong Kong. He has been a

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member of the 12th Henan Provincial Committee of the Chinese People’s Political Consultative Conference since 2018. Mr. Tsang obtained a Bachelor of Arts degree in Economics from Columbia College of Columbia University in New York, USA.

Mr. Tsang’s spouse is a niece of Dr. Cheng, a non-executive Director.

Each of Tan Sri Dato’ David Chiu and Dr. Cheng has previously entered into a letter of appointment for an initial term of three years commencing on 15 September 2017 and renewable automatically for successive terms of three years each unless otherwise agreed between the parties or terminated. They are also subject to retirement by rotation and reelection in accordance with the articles of association of the Company (the ‘‘Articles’’). Each of them receives a director’s fee of HK$60,000 per annum.

As at the date of this announcement and save as disclosed above, each of Tan Sri Dato’ David Chiu, Dr. Cheng and Mr. Tsang (i) did not hold any other position with the Company or other members of the Group; (ii) did not hold any other directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, and other major appointments and professional qualifications; and (iii) did not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the date of this announcement, (i) Tan Sri Dato’ David Chiu was interested in 63,785,600 underlying shares of the Company (the ‘‘Shares’’) attached to the share option (the ‘‘Share Option’’) granted under the share option scheme of the Company (the ‘‘Share Option Scheme’’); (ii) Dr. Cheng was interested in 63,785,600 underlying Shares attached to the Share Option granted under the Share Option Scheme. Further, on 30 September 2021, Celestial Pioneer Limited (‘‘Celestial Pioneer’’) (which was wholly-owned by Dr. Cheng and which held 31.5% interest in Forever Top as at the date of this announcement) entered into separate agreements with Tan Sri Dato’ David Chiu and Profit Surge Investments Limited to conditionally acquire, in aggregate, their 40.5% interests in Forever Top. Upon completion of such acquisitions, Celestial Pioneer will hold 72.0% interest in Forever Top (for details, see the joint announcements of the Company and Celestial Pioneer dated 9 November 2021 and 24 November 2021, respectively). As such, Dr. Cheng, through Celestial Pioneer and Forever Top, had a deemed interest in 3,083,722,894 Shares and the unlisted long-term convertible bonds of the Company which could be convertible into a total of 7,485,176,470 new Shares upon full conversion (for details, see the Company’s announcements dated 25 January 2019, 4 June 2019, 27 January 2021 and 31 March 2021, and the Company’s circulars dated 8 April 2019 and 2 March 2021, respectively); and (iii) Mr. Tsang was interested in 27,006,000 underlying Shares attached to the Share Option granted under the Share Option Scheme. Save as disclosed above, each of Tan Sri Dato’ David Chiu, Dr. Cheng and Mr. Tsang did not have any interests in Shares or underlying Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the ‘‘SFO’’).

Save as disclosed above, there is no other matter which needs to be brought to the attention of the shareholders in connection with the above-mentioned changes, nor is there any other information regarding each of Tan Sri Dato’ David Chiu, Dr. Cheng and Mr. Tsang that is

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required to be disclosed under paragraphs (h) to (v) of Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’).

RE-DESIGNATION OF DIRECTORS

The Board announces that with effect from 30 November 2021:

  • (a) each of Mr. Tsang and Mr. Lie Ken Jie Remy Anthony Ket Heng (‘‘Mr. Lie Ken Jie’’) has been re-designated from a non-executive Director to an executive Director; and

  • (b) Mr. Chiu has been re-designated from an executive Director to a non-executive Director.

The biographical details of Mr. Lie Ken Jie and Mr. Chiu are set out below:

Mr. Lie Ken Jie, aged 42, was appointed as a non-executive Director in July 2019, and redesignated as an executive Director in November 2021. He was appointed as an authorised representative of the Company (the ‘‘Authorised Representative’’) in November 2021. He is currently a senior vice president of Chow Tai Fook Enterprises Limited with responsibilities in making strategic investments globally. Mr. Lie Ken Jie holds a Master’s degree in Finance and a Master’s degree in Civil Engineering, both from Imperial College London in the United Kingdom. He is also a director of a subsidiary of the Company.

Mr. Chiu, aged 32, was appointed as an executive Director in September 2017, and redesignated as a non-executive Director in November 2021. He ceased to serve as an Authorised Representative in November 2021. He is a director of certain subsidiaries of the Company. He is the founder and the executive chairman of Land Pacific Limited, Deacon House International Limited and Ariana Social Community Limited. These companies focus on different sectors in the real estate industry including property development, hotel management and student housing investment.

From 2015, Mr. Chiu serves as the assistant to the chairman of FECIL. He is also a director of Malaysia Land Properties Sdn Bhd, and a non-independent non-executive director of Land & General Berhad, a company whose shares are listed on the Bursa Malaysia. Mr. Chiu was a director and vice chairman of the board of directors of AMTD International Inc., a company listed on both the New York Stock Exchange and the Mainboard of the Singapore Exchange Security Trading Limited up to his resignation in December 2020. He is a member of Hong Kong General Chamber of Commerce and a member of The Real Estate Developers Association of Hong Kong.

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Mr. Chiu is the son of Tan Sri Dato’ David Chiu, a non-executive Director, and the nephew of the brother-in-law of Mr. Tang Sing Ming Sherman, an independent non-executive Director.

Each of Mr. Tsang, Mr. Lie Ken Jie and Mr. Chiu has entered into a new letter of appointment with the Company for an initial term of three years commencing on 30 November 2021 and renewable automatically for successive terms of three years each unless otherwise agreed between the parties or terminated. They are also subject to retirement by rotation and re-election in accordance with the Articles. Each of them will receive a director’s fee of HK$60,000 per annum.

As at the date of this announcement and save as disclosed above, each of Mr. Lie Ken Jie and Mr. Chiu (i) did not hold any other position with the Company or other members of the Group; (ii) did not hold any other directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years, and other major appointments and professional qualifications; and (iii) did not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company.

As at the date of this announcement, (i) Mr. Lie Ken Jie was interested in 3,600,800 underlying Shares attached to the Share Option granted under the Share Option Scheme; and (ii) Mr. Chiu was interested in 36,522,400 underlying Shares attached to the Share Option granted under the Share Option Scheme. Save as disclosed above, each of Mr. Lie Ken Jie and Mr. Chiu did not have any interests in Shares or underlying Shares within the meaning of Part XV of the SFO.

Save as disclosed above, there is no other matter which needs to be brought to the attention of the shareholders in connection with the above-mentioned changes, nor is there any other information regarding each of Mr. Lie Ken Jie and Mr. Chiu that is required to be disclosed under paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules.

The remuneration or fee of the Directors are determined with reference to their qualifications, experience, duties and responsibilities with the Company, as well as the Group’s performance and the prevailing market conditions.

CHANGE IN COMPOSITION OF THE NOMINATION COMMITTEE

Following the re-designation of Tan Sri Dato’ David Chiu from the Chairman to a Vicechairman, the Board further announces that, with effect from 30 November 2021:

  • (a) Tan Sri Dato’ David Chiu has ceased to act as the chairman and a member of the Nomination Committee; and

  • (b) Dr. Hu Shao Ming Herman, an independent non-executive Director, has been appointed as the chairman and a member of the Nomination Committee in replacement of Tan Sri Dato’ David Chiu.

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CHANGE OF AUTHORISED REPRESENTATIVE

The Board further announces that due to the re-designation of Mr. Chiu from an executive Director to a non-executive Director, Mr. Chiu has ceased to act as an Authorised Representative under the Rule 3.05 of the Listing Rules with effect from 30 November 2021. Mr. Chiu has confirmed that he has no disagreement with the Board and there is no other matter relating to his cessation of being an Authorised Representative that needs to be brought to the attention of the shareholders of the Company. Mr. Lie Ken Jie has been appointed as an Authorised Representative in replacement of Mr. Chiu with effect from 30 November 2021.

By order of the Board i-CABLE Communications Limited Dr. Cheng Kar-Shun, Henry Chairman

Hong Kong, 30 November 2021

As at the date of this announcement, the Board comprises eleven Directors, namely Dr. Cheng Kar-Shun, Henry (Chairman) and Tan Sri Dato’ David Chiu (Vice-chairman) as nonexecutive Directors; Mr. Tsang On Yip, Patrick (Vice-chairman) and Mr. Lie Ken Jie Remy Anthony Ket Heng as executive Directors; Mr. Andrew Wah Wai Chiu, Mr. Hoong Cheong Thard and Ms. Ng Yuk Mui Jessica as non-executive Directors; and Mr. Lam Kin Fung Jeffrey, Dr. Hu Shao Ming Herman, Mr. Luk Koon Hoo, Roger and Mr. Tang Sing Ming Sherman as independent non-executive Directors.

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