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New Focus Auto Tech Holdings Limited — Board/Management Information 2016
Mar 30, 2016
49157_rns_2016-03-30_92e448d8-58f9-4614-86a1-1c12fc0fafd9.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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NEW FOCUS AUTO TECH HOLDINGS LIMITED 新焦點汽車技術控股有限公司 [*]
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 360)
CHANGE OF CHAIRMAN, RE-DESIGNATION OF DIRECTOR, CHANGE OF CHAIRMAN OF THE NOMINATION COMMITTEE AND MEMBERS OF THE AUDIT COMMITTEE
The board of directors (the “ Board ”) of New Focus Auto Tech Holdings Limited (the “ Company ”) announces that with effect from 31 March 2016:
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(i) Mr. Ying Wei (“ Mr. Ying ”) has resigned as chairman of the Board (the “ Chairman ”) and chairman of the Nomination Committee due to the change in his duties and responsibilities at CDH Investments (which manages CDH Fast Two Limited, a controlling shareholder of the Company, as a special purpose vehicle) but remains as a non-executive director of the Company, and Mr. Ying has been appointed as a member of the Audit Committee.
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(ii) Mr. Zhang Jianxing (“ Mr. Zhang ”), an executive Director and the chief executive officer of the Company, has been appointed as the Chairman and chairman of the Nomination Committee.
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(iii) Mr. Du Jinglei (“ Mr. Du ”), a non-executive Director and a member of the Audit Committee, has been re-designated as an executive Director of the Company (the “ Re-designation ”). Following the Re-designation, Mr. Du has simultaneously ceased to be a member of the Audit Committee.
APPOINTMENT OF MR. ZHANG AS THE CHAIRMAN AND CHAIRMAN OF THE NOMINATION COMMITTEE
Mr. Zhang has been appointed as the Chairman and chairman of the Nomination Committee of the Company with effect from 31 March 2016. The Board believes that Mr. Zhang is a suitable candidate for this position given his experience, past involvement in and contributions to the Company and its subsidiaries (the “ Group ”). His biographical details are set out below.
- For identification purposes only
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Mr. Zhang, aged 49, joined our Group in August 2013 as an executive Director and the chief executive officer of the Company. Mr. Zhang graduated from Tongji University ( 同濟大學) and received a Bachelor of Science degree in civil engineering. He has been employed by CDH Investments Management (Hong Kong) Limited (“ CDH ”) since 2011, and his current position is managing director. Prior to joining CDH, from 2009 to 2011, Mr. Zhang served as managing operations director at China Resources Asset Management ( 華潤資產管理公司). Mr. Zhang served as an independent non-executive director at Tesson Holdings Limited (天 臣控股有限公司) (Stock Code: 1201) from 24 March 2015 to 21 September 2015.
Mr. Zhang has entered into a service agreement with the Company for a term of three years commencing from 28 August 2013, subject to retirement by rotation in accordance with the articles of association of the Company. Pursuant to the service agreement, Mr. Zhang is currently entitled to an annual fee of RMB 1,200,000 which is subject to annual review by the Board and the remuneration committee and is determined on the basis of his role in the Company and its subsidiaries, responsibilities and experience and the prevailing market rates. In addition, Mr. Zhang is entitled to a discretionary bonus payable at or before the year end at the discretion of the Board.
Save as disclosed above, Mr. Zhang has not held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years and has not held other major appointments and professional qualifications.
Save as disclosed above, Mr. Zhang does not have any relationship with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company or any of its subsidiaries.
Further, Mr. Zhang confirms that he does not have any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance).
Save as disclosed above, there is no other information that is required to be disclosed pursuant to the requirements of Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and there are no other matters concerning the resignation of Mr. Ying as Chairman and chairman of the Nomination Committee and appointment of Mr. Zhang as Chairman and chairman of the Nomination Committee that need to be brought to the attention of the shareholders of the Company.
RE-DESIGNATION OF DIRECTOR
Mr. Du has been re-designated from a non-executive Director to an executive Director of the Company with effect from 31 March 2016. The Board believes that Mr. Du is a suitable candidate for this position given his experience, past involvement in and contributions to the Group. His biographical details are set out below.
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Mr. Du, aged 38, joined our Group in August 2013 as a non-executive Director and a member of the Audit Committee of the Company. He graduated with a bachelor’s degree in mechanical engineering and a master’s degree in measurement technology and instrumentation from Tsinghua University ( 清華大學 ) in July 2000 and July 2002, respectively. From August 2002 to August 2006, Mr. Du worked as an assistant manager in KPMG China and was responsible for certain audit work involved in initial public offerings and other audit assurance engagements. He has been employed by Ding Hui Investment Management (Tianjin) Company Limited (鼎暉股權投資管理(天津)有限公司) (“ Ding Hui ”) since August 2006, and he is currently a senior executive director of Ding Hui responsible for deal sourcing and executions. Mr. Du is also a director, deputy general manager and company secretary of Ningbo Yajin Electronic Science and Technology Corporation Limited ( 寧波亞 錦電子科技股份有限公司 ) (a company listed on the National Equities Exchange and Quotations System of the People’s Republic of China, stock code: 830806).
Mr. Du has entered into a service agreement with the Company for a term of three years commencing from 28 August 2013, subject to retirement by rotation in accordance with the articles of association of the Company. Pursuant to the service agreement, Mr. Du is not entitled to any remuneration but is entitled to a discretionary bonus payable at or before the year end at the discretion of the Board.
Save as disclosed above, Mr. Du has not held any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years and has not held other major appointments and professional qualifications.
Save as disclosed above, Mr. Du does not have any relationship with any directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company or any of its subsidiaries.
Further, Mr. Du confirms that he does not have any interests or short positions in the shares, underlying shares or debentures of the Company or any of its associated corporations (within the meaning of Part XV of the Securities and Futures Ordinance).
Save as disclosed above, there is no other information that is required to be disclosed pursuant to the requirements of Rules 13.51(2) (h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, and there are no other matters concerning the Re-designation that need to be brought to the attention of the shareholders of the Company.
CHANGE OF MEMBERS OF THE AUDIT COMMITTEE
Following the Re-designation, Mr. Du has simultaneously ceased to be, and Mr. Ying has been appointed as, a member of the Audit Committee with effect from 31 March 2016,
By order of the Board New Focus Auto Tech Holdings Limited YING Wei Chairman
Hong Kong, 30 March 2016
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As at the date of this announcement, the Directors of the Company are: executive Director – ZHANG Jianxi ng; non-executive Directors – YING Wei, WANG Zhenyu and DU Jinglei; and independent non-executive Directors – HU Yuming, LIN Lei and ZHANG Xiaoya.
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