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IGG Inc — Board/Management Information 2015
Aug 21, 2015
49471_rns_2015-08-21_8fc58f94-f18c-4833-aec0-21acdfb7201e.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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IGG INC
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 799)
APPOINTMENT OF EXECUTIVE DIRECTORS AND RE-DESIGNATION OF DIRECTOR
The board (the “ Board ”) of directors (the “ Directors ”) of IGG Inc (the “ Company ”, and together with its subsidiaries, the “ Group ”) wishes to announce the following changes to the Board, all with effect from 21 August 2015: (1) Mr. Yuan Xu has been appointed as an executive Director; (2) Mr. Hong Zhang has been appointed as an executive Director; and (3) Mr. Yuan Chi, an executive Director, has been re-designated as a non-executive Director.
This announcement is made pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”).
The Board wishes to announce the following changes to the Board, all with effect from 21 August 2015.
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APPOINTMENT OF EXECUTIVE DIRECTORS
Mr. Yuan Xu (許元)
The Board is pleased to announce that Mr. Yuan Xu (“ Mr. Xu ”) has been appointed as an executive Director with effect from 21 August 2015.
Mr. Xu, aged 40, is currently the Group’s chief operating officer. He also serves as the chief executive officer of IGG US. Mr. Xu has approximately 15 years of experience in project and corporate management. He joined the Group in September 2007 and is primarily responsible for business operation and development of the Group outside the PRC. Prior to joining the Group, Mr. Xu worked as a graduate researcher at University of California, Santa Cruz, from September 1999 to July 2004. He also worked at Nanoconduction Inc. as a project leader from September 2004 to June 2007. Mr. Xu graduated from Beijing University of Technology* (北京工業大學) with a bachelor’s degree in applied physics in July 1998. In June 2004, he obtained a degree of doctor of philosophy in electrical engineering from the University of California, Santa Cruz. Save as disclosed above, Mr. Xu has not previously held and is not holding any other position with the Group. Mr. Xu has not held any directorship in any other listed companies in the three years preceding the date of this announcement.
Mr. Xu has entered into a service contract for a term of 3 years commencing from 21 August 2015, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company. Mr. Xu will be entitled to receive a remuneration of USD60,000 per annum, which was determined by reference to the prevailing market conditions, his duties and level of responsibilities with the Company and the remuneration policy of the Company.
As at the date of this announcement, Mr. Xu is the beneficial owner of 29,937,638 Shares and is also deemed to be interested in (i) the 613,000 Shares which may be issued to him upon the exercise of the share options granted to him on 23 March 2015 under the Share Option Scheme; and (ii) the 4,000,000 Shares which may be issued to him upon the exercise of the share options granted to him under the Pre-IPO Share Option Scheme. On 16 September 2013, Mr. Zongjian Cai, Mr. Yuan Chi, Duke Online, Edmond Online, Mr. Xu, Ms. Kai Chen, Mr. Hong Zhang and Mr. Zhixiang Chen entered into an act in concert agreement, pursuant to which each of them agreed that they would act in concert with each other with respect to material matters relating to the Company’s operation. Mr. Zongjian Cai, Mr. Yuan Chi, Duke Online, Edmond Online, Mr. Xu, Ms. Kai Chen, Mr. Hong Zhang and Mr. Zhixiang Chen expect that the material matters will cover, among other things, the matters which shall be approved at the annual general meeting, declaration of dividends, business
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plan, notifiable transactions and connected transactions subject to Shareholders’ approval, if any. Save as disclosed herein, Mr. Xu does not have any interest or short position in any Shares, underlying Shares or debentures (within the meaning of Part XV of the SFO) of the Company, nor does he have relationships with any Director, senior management, substantial shareholder or controlling shareholder of the Company for the purpose of the Listing Rules.
Save as disclosed above, there is no other information relating to Mr. Xu that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and that there are no matters concerning Mr. Xu that need to be brought to the attention of the Shareholders.
Mr. Hong Zhang (張竑)
The Board is pleased to announce that Mr. Hong Zhang (“ Mr. Zhang ”) has been appointed as an executive Director with effect from 21 August 2015.
Mr. Zhang, aged 43, is currently the Group’s chief technology officer and senior vice president of global operations. He also serves as a director of Tap Media Technology Inc. and senior vice president of IGG US, both of which are subsidiaries of the Company. Mr. Zhang has approximately 18 years of experience in the information technology industry. He joined the Group in December 2008 and is primarily responsible for the overall technology operation of the Group. Prior to joining the Group, Mr. Zhang worked at Charles Schwab as a senior staff, technology from August 2000 to November 2005. He was employed by Corporate Computer Services Inc. from November 2005 to November 2008 as a software engineer and was assigned to Barclays Global Investors as an information technology consultant. Mr. Zhang graduated from Zhejiang University* (浙江大學) with a bachelor’s degree in engineering in June 1994 and subsequently with a master’s degree in engineering in June 1997. In September 2000, he obtained a master’s degree in science from the University of California, San Francisco. Save as disclosed above, Mr. Zhang has not previously held and is not holding any other position with the Group. Mr. Zhang has not held any directorship in any other listed companies in the three years preceding the date of this announcement.
Mr. Zhang has entered into a service contract for a term of 3 years commencing from 21 August 2015, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company. Mr. Zhang will be entitled to receive a remuneration of USD60,000 per annum, which was determined by reference to the prevailing market conditions, his duties and level of responsibilities with the Company and the remuneration policy of the Company.
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As at the date of this announcement, Mr. Zhang is the beneficial owner of 11,702,040 Shares and is also deemed to be interested in (i) the 605,000 Shares which may be issued to him upon the exercise of the share options granted to him on 23 March 2015 under the Share Option Scheme; and (ii) the 9,200,000 Shares which may be issued to him upon the exercise of the share options granted to him under the Pre-IPO Share Option Scheme. On 16 September 2013, Mr. Zongjian Cai, Mr. Yuan Chi, Duke Online, Edmond Online, Mr. Xu, Ms. Kai Chen, Mr. Zhang and Mr. Zhixiang Chen entered into an act in concert agreement, pursuant to which each of them agreed that they would act in concert with each other with respect to material matters relating to the Company’s operation. Mr. Zongjian Cai, Mr. Yuan Chi, Duke Online, Edmond Online, Mr. Xu, Ms. Kai Chen, Mr. Zhang and Mr. Zhixiang Chen expect that the material matters will cover, among other things, the matters which shall be approved at the annual general meeting, declaration of dividends, business plan, notifiable transactions and connected transactions subject to Shareholders’ approval, if any. Save as disclosed herein, Mr. Zhang does not have any interest or short position in any Shares, underlying Shares or debentures (within the meaning of Part XV of the SFO) of the Company, nor does he have relationships with any Director, senior management, substantial shareholder or controlling shareholder of the Company for the purpose of the Listing Rules.
Save as disclosed above, there is no other information relating to Mr. Zhang that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and that there are no matters concerning Mr. Zhang that need to be brought to the attention of the Shareholders.
RE-DESIGNATION OF DIRECTOR
Mr. Yuan Chi (池元)
The Board also announces that Mr. Yuan Chi (“ Mr. Chi ”), an executive Director, has been re-designated as a non-executive Director with effect from 21 August 2015 due to his desire to step away from the day-to-day operation of the Company given his age.
Mr. Chi, aged 58, was appointed as an executive Director of the Company on 16 August 2007. Mr. Chi is one of the founders of the Group and he was primarily responsible for the game development of the Group. Mr. Chi is also the director of several of the Company’s subsidiaries, including Skyunion Hong Kong Holdings Limited (天盟香港控股有限公司), Fuzhou TJ Digital Entertainment Co., Ltd. (福州 天極數碼有限公司), Tap Media Technology Inc. and Tap Media Technology Pte. Ltd.. Mr. Chi has approximately 17 years of experience in the information technology industry. Prior to joining the Group, Mr. Chi worked as the general manager of Fujian Window Network Information Co., Ltd. ( 福建之窗網絡信息有限公司 )
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(www.66163.com) from April 1998 to June 2007. He was the vice president of Fujian Rongji Software Co., Ltd. (福建榕基軟件股份有限司), a company listed on the Shenzhen Stock Exchange (Stock Code: 002474), from November 2000 to September 2003. Mr. Chi also worked at Fujian NetDragon Computer Information Network Technology Co., Ltd. (福建網龍計算機信息網絡技術有限公司) from October 2003 to November 2007. Mr. Chi graduated from Fuzhou University with a bachelor’s degree in water resources and hydropower engineering in July 1982 and subsequently with a master’s degree in hydraulic structure in March 1990. Save as disclosed above, Mr. Chi has not previously held and is not holding any other position with the Group. Mr. Chi has not held any directorship in any other listed companies in the three years preceding the date of this announcement.
Mr. Chi has entered into a new service contract for a term of 3 years commencing from 21 August 2015, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company. Mr. Chi will be entitled to receive a remuneration of USD60,000 per annum, which was determined by reference to the prevailing market conditions, his duties and level of responsibilities with the Company and the remuneration policy of the Company.
As at the date of this announcement, Mr. Chi is interested in 80% of the issued share capital of Edmond Online and is the sole director of Edmond Online, therefore he is deemed to be interested in the 158,080,000 Shares held by Edmond Online under the SFO. In addition, Mr. Chi is deemed to be interested in the 486,000 Shares which may be issued to him upon the exercise of the share options granted to him on 23 March 2015 under the Share Option Scheme. On 16 September 2013, Mr. Zongjian Cai, Mr. Chi, Duke Online, Edmond Online, Mr. Xu, Ms. Kai Chen, Mr. Zhang and Mr. Zhixiang Chen entered into an act in concert agreement, pursuant to which each of them agreed that they would act in concert with each other with respect to material matters relating to the Company’s operation. Mr. Zongjian Cai, Mr. Chi, Duke Online, Edmond Online, Mr. Xu, Ms. Kai Chen, Mr. Zhang and Mr. Zhixiang Chen expect that the material matters will cover, among other things, the matters which shall be approved at the annual general meeting, declaration of dividends, business plan, notifiable transactions and connected transactions subject to Shareholders’ approval, if any. Save as disclosed herein, Mr. Chi does not have any interest or short position in any Shares, underlying Shares or debentures (within the meaning of Part XV of the SFO) of the Company, nor does he have relationships with any Director, senior management, substantial shareholder or controlling shareholder of the Company for the purpose of the Listing Rules.
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Save as disclosed above, there is no other information relating to Mr. Chi that is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, and that there are no matters concerning Mr. Chi that need to be brought to the attention of the Shareholders.
DEFINITIONS
In this announcement, the following expressions shall have the following meanings unless the context requires otherwise:
“Board” the board of Directors of the Company “Company” IGG Inc, a company incorporated in the Cayman Islands whose shares are listed on the Stock Exchange “Director(s)” the director(s) of the Company “Duke Online” means Duke Online Holdings Limited “Edmond Online” means Edmond Online Holdings Limited “Group” the Company and its subsidiaries IGG US Sky Union, LLC, a limited liability company formed in the State of Nevada, the United States, on 21 October 2005, a wholly-owned subsidiary of the Company “Listing Rules” the Rules Governing the Listing of Securities on the Stock Exchange “PRC” the People’s Republic of China “Pre-IPO Share Option the share option scheme adopted by the Company on 12 Scheme” November 2008 and amended by written resolutions of all Shareholders passed on 16 September 2013, certain principal terms of which are summarised in the paragraph headed “Pre-IPO Share Option Scheme” in Appendix IV to the Prospectus “Prospectus” the prospectus of the Company dated 11 October 2013
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“SFO” means the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong)
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“Share(s)” means ordinary share(s) of US$0.0000025 each in the share capital of the Company
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“Shareholder(s)” the shareholder(s) of the Company
“Share Option Scheme” the share option scheme conditionally adopted by the Company on 16 September 2013, the principal terms of which are summarised under the paragraph headed “Share Option Scheme” in Appendix IV to the Prospectus
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“Stock Exchange” The Stock Exchange of Hong Kong Limited
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“substantial has the meaning ascribed thereto in the Listing Rules shareholder(s)”
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“USD” United States dollars, the lawful currency of the United States
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“%” per cent.
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“*” for identification only
By order of the Board of
IGG Inc Zongjian Cai Chairman
Hong Kong, 21 August 2015
As at the date of this announcement, the Board comprises three executive Directors, namely, Mr. Zongjian Cai, Mr. Yuan Xu and Mr. Hong Zhang; two non-executive Directors, namely, Mr. Yuan Chi and Mr. Xiaojun Li; and three independent non-executive Directors, namely, Dr. Horn Kee Leong, Mr. Dajian Yu and Ms. Zhao Lu.
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