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Newborn Town Inc. Board/Management Information 2021

Aug 25, 2021

10221_rns_2021-08-25_069f0463-d847-4307-891e-3bcde7a1cfe6.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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NEWBORN TOWN INC. 赤子城科技有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9911)

CHANGE OF DIRECTOR CHANGE OF CHIEF EXECUTIVE OFFICER CHANGES OF CHAIRMAN AND MEMBERS OF BOARD COMMITTEES

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board of directors (the “ Board ”) of Newborn Town Inc. (the “ Company ”) hereby announces that Mr. PAN Xiya (“ Mr. PAN ”) has resigned as an independent non-executive director of the Company and from all positions within the Group with effect from 26 August 2021 to pursue other career development opportunities.

Mr. PAN has confirmed that he has no disagreement with the Board and there are no other matters relating to his resignation that need to be brought to the attention of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”) and the shareholders of the Company.

The Board would like to take this opportunity to express its heartfelt gratitude to Mr. PAN for his contribution to the Company during the tenure of his office.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board is pleased to announce that Mr. GAO Ming (高明) (“ Mr. GAO ”) has been appointed as an independent non-executive director of the Company with effect from 26 August 2021.

The biographical details of Mr. GAO are set out below:

Mr. GAO Ming , aged 35, served as a postdoctoral researcher at Guanghua School of Management, Peking University from July 2014 to August 2016. From July 2015 to July 2016, Mr. GAO was a visiting scholar at Princeton University. From August 2016 to August 2019, Mr. GAO served as an assistant professor at the School of Economics, Peking University. Since June 2017, Mr. GAO has been serving as a supervisor of candidates of master’s degree at the School of Economics, Peking University. Since December 2018, Mr. GAO has been serving as a doctoral supervisor at the School of Economics, Peking University. Since September 2019, Mr. GAO has been serving as an associate professor at the School of Economics, Peking University.

Mr. GAO graduated from Peking University with a bachelor’s degree in economics and law in July 2009; and graduated from Peking University with a doctorate degree in economics in July 2014.

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As at the date of this announcement, save as disclosed above, Mr. GAO (i) does not have any relationship with any directors, senior management or substantial or controlling shareholders (as defined in the the Rules Governing the Listing of Securities on the Stock Exchange (the “ Listing Rules ”)) of the Company; (ii) does not have, and is not deemed to have, any interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); and (iii) does not hold any position in the Company or any subsidiary of the Company, nor any directorship in other listed companies in the last three years preceding the date of this announcement.

Mr. GAO has entered into a letter of appointment with the Company in relation to his appointment as an independent non-executive director of the Company for a term of three years from 26 August 2021, subject to retirement by rotation at the annual general meeting of the Company in accordance with the articles of association of the Company. Mr. GAO will be entitled to a remuneration of HK$100,000 per annum. The remuneration of Mr. GAO was determined with reference to his working experience, duties and responsibilities with the Company and the prevailing market situation.

Save as disclosed above, Mr. GAO confirms there is no information that is required to be disclosed under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Stock Exchange and the shareholders of the Company.

The Board would like to extend its warmest welcome to Mr. GAO for joining the Board.

CHANGE OF CHIEF EXECUTIVE OFFICER

The Board hereby announces that, as the decision-making mechanism, management structure and operating system of the Company have been fully developed and mature and Mr. LIU Chunhe (“ Mr. LIU ”) decides to focus on the Company’s strategies, organizational construction and social value in order to continue to create greater and longer-term value for the Company’s development, Mr. LIU has resigned as the chief executive officer of the Group (“ CEO ”) with effect from 26 August 2021. Mr. LIU will continue to serve as the chairman of the Board, an executive director and chairman of the nomination committee of the Group.

Mr. LIU has confirmed that he has no disagreement with the Board and there are no other matters relating to his resignation that need to be brought to the attention of the Stock Exchange and the shareholders of the Company.

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APPOINTMENT OF CHIEF EXECUTIVE OFFICER

The Board is pleased to announce that Mr. LI Ping (李平) (“ Mr. LI ”) has been appointed as the CEO of the Company with effect from 26 August 2021.

The biographical details of Mr. LI are set out below:

Mr. LI Ping (李平) , aged 32, is a co-founder, an executive Director and the chief executive officer of the Company. He joined the Group in July 2011 and is responsible for overall operation and management of our business. Mr. LI Ping also holds directorships in NewBornTown Mobile 、 Technology (Beijing) Co.,Ltd. (赤子城移動科技(北京)股份有限公司) Great Sailing Media Ltd. (航海時代傳媒有限公司) and Beijing Mico World Technology Co., Ltd. (北京米可世界科技有限 公司). Mr. LI Ping has been a director of Beijing Fantasy Dream Technology Co., Ltd. (北京奇幻 夢想科技有限公司) since December 2020, an executive director and general manager of Hainan NewBornTown Network Technology Co., Ltd. (海南赤子城網絡技術有限公司) since January 2021, a director of Beijing Newborn Town Group Ltd. (北京赤子城集團有限公司) since January 2021 and a director of Beijing AFun Team Technology Ltd (北京阿凡提互娛科技有限公司) since 23 August 2021.Mr. LI Ping, as a member of the Controlling Shareholders Group, acts in concert with Mr. LIU Chunhe, consisting of the Controlling Shareholders Group of the Company.

Mr. LI Ping obtained his bachelor’s degree in engineering from Hebei Normal University of Science and Technology (河北科技師範學院) in June 2011.

As at the date of this announcement, Mr. LI Ping has interests in 306,928,420 shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong). Mr. LI Ping entered into a service contract with the Company on 22 June 2019. His service contract was for an initial fixed term of three years (subject to re-nomination and re-election by the Company in annual general meeting), until termination. The current remuneration of Mr. LI Ping as an executive director of the Company will be determined by the Board of the Company with reference to the results of the Group and his performance. Mr. LI will not receive additional remuneration for taking up the role of the CEO.

As at the date of this announcement, save as disclosed above, Mr. LI (i) does not have any relationship with any directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company; and (ii) does not hold any position in the Company or any subsidiary of the Company, nor any directorship in other listed companies in the last three years preceding the date of this announcement. Save as disclosed above, Mr. LI confirms there is no information that is required to be disclosed under Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Stock Exchange and the shareholders of the Company.

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APPOINTMENT OF CHAIRMAN AND MEMBERS OF BOARD COMMITTEES

The Board is pleased to announce that Mr. PAN Xiya will be succeeded by Mr. GAO Ming and Mr. LIU Chunhe, respectively as the members of various committees since he ceased to serve as a director of the Company. Mr. YE Chunjian will be succeeded by Mr. SU Jian as the member of the remuneration committee. Mr. LI Ping will be succeeded by Mr. HUANG Sichen as the member of the nomination committee.

The Board is pleased to announce that, upon the above changes, the membership information of the Board committees on which Board members serve is as follows:

Audit Committee

Mr. CHI Shujin (Chairman) Mr. HUANG Sichen Mr. GAO Ming

Remuneration Committee

Mr. HUANG Sichen (Chairman) Mr. SU Jian

Mr. GAO Ming

Nomination Committee

Mr. LIU Chunhe (Chairman) Mr. HUANG Sichen Mr. CHI Shujin

By order of the Board Newborn Town Inc. LIU Chunhe Chairman

Beijing, 25 August 2021

As at the date of this announcement, the executive Directors of the Company are Mr. LIU Chunhe, Mr. LI Ping, Mr. YE Chunjian and Mr. SU Jian; and the independent non-executive Directors of the Company are Mr. PAN Xiya, Mr. CHI Shujin and Mr. HUANG Sichen.

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