Niche-Tech Semiconductor Materials Limited — Board/Management Information 2019

Jun 28, 2019

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.

NICHE-TECH GROUP LIMITED 駿碼科技集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8490)

CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR, COMPOSITION OF BOARD COMMITTEES, COMPANY SECRETARY, AUTHORISED REPRESENTATIVE AND CHIEF FINANCIAL OFFICER

The Board wishes to announce that, with effect from 28 June 2019,

• (i) Dr. Cheng Faat Ting Gary has resigned as an independent non-executive Director, the chairman of the Audit Committee, and a member of the Remuneration Committee and Nomination Committee;

• (ii) Mr. Poon Lai Yin Michael has been appointed as an independent non-executive Director, the chairman of the Audit Committee, and a member of the Remuneration Committee and the Nomination Committee;

• (iii) Mr. Koo Wing Yip has resigned as the Company Secretary, an Authorised Representative and the chief financial officer of the Company; and

• (iv) Mr. Tsoi Kin Lung has been appointed as the Company Secretary, an Authorised Representative and the financial controller of the Company.

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board (the “ Board ”) of directors (the “ Director(s) ”) of Niche-Tech Group Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) announces that with effect from 28 June 2019, Dr. Cheng Faat Ting Gary (“ Dr. Cheng ”) has resigned as an independent non-executive Director, the chairman of audit committee of the Company (the “ Audit Committee ”), and a member of remuneration committee of the Company (the “ Remuneration Committee ”) and nomination committee of the Company (the “ Nomination Committee ”) in order to pursue other personal and business commitments.

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Dr. Cheng has confirmed to the Board that he has no disagreement with the Board and there is no matter in relation to his resignation that needs to be brought to the attention of the shareholders of the Company (the “ Shareholders ”) and The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”).

The Board would like to take this opportunity to express its gratitude to Dr. Cheng for his valuable contributions to the Company during his tenure of office.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board is pleased to announce that Mr. Poon Lai Yin Michael (“ Mr. Poon ”) has been appointed as an independent non-executive Director, the chairman of the Audit Committee, and a member of the Remuneration Committee and the Nomination Committee with effect from 28 June 2019. The biographical details of Mr. Poon are as follows:

Mr. Poon, aged 47, has over 20 years of experience in financial reporting, business advisory, auditing, taxation, accounting and merger and acquisition. Mr. Poon has been a Licensed Representative for Type 6 (advising on corporate finance) regulated activity of Canfield Corporate Finance Company Limited, a licensed corporation registered under the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the “ SFO ”), since 26 April 2019. From March 1995 to February 1997, he worked in Chan Chak Chung & Co. and his last position was audit senior. From March 1997 to June 1999, he worked in Ho & Au Yeung and his last position was audit semi-senior. From November 2000 to March 2002 he served as senior accountant in Arthur Andersen & Co., which merged into PricewaterhouseCoopers in 2002. Mr. Poon obtained a bachelor’s degree in administrative studies from York University, Canada in June 1995 and a master’s degree in practising accounting from Monash University, Australia in July 1998. Mr. Poon has been a fellow member of Hong Kong Institute of Certified Public Accountant (“ HKICPA ”) since July 2009, and a member with CPA Australia since March 2000. Mr. Poon passed the qualification examination of Asset Management Association of China (中國證券投資基金業協會 從業資格考試) in 2016.

Mr. Poon is/was holding the following positions in the following companies, the shares of which are listed on the Stock Exchange.

Name of company

Period of service

Position and major responsibilities

KOALA Financial Group Limited (formerly known as Sunrise (China) Technology Group Limited and Sonavox International Holdings Limited), the shares of which are listed on the GEM (the “ GEM ”) of the Stock Exchange (stock code: 8226)

March 2002 Chief financial officer, to June 2008 company secretary and authorised representative

Enviro Energy International Holdings Limited (formerly known as Sys Solutions Holdings Limited), the shares of which are listed on the main board of the Stock Exchange (stock code: 1102. HK) (formerly listed on the GEM (stock code: 8182))

December 2006 Independent to July 2008 non-executive director

July 2008 to Chief financial officer, November 2009 company secretary and authorised representative

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Name of company

• Sun International Group Limited (formerly known as Sun International Resources Limited, Galileo Holdings Limited, Galileo Capital Group Limited and L. P. Lammas International Limited), the shares of which are listed on the GEM (stock code: 8029)

• Celebrate International Holdings Limited (formerly known as Hong Kong Life Group Holdings Limited and Aptus Holdings Limited), the shares of which are listed on the GEM (stock code: 8212)

• China Uptown Group Company Limited (formerly known as The Quaypoint Corporation Limited), the shares of which are listed on the main board of the Stock Exchange (stock code: 2330)

• Smartac Group China Holdings Limited (formerly known as Sino Dragon New Energy Holdings Limited, China Zirconium Limited and Asia Zirconium Limited), the shares of which are listed on the main board of the Stock Exchange (stock code: 0395)

• Vincent Medical Holdings Limited, the shares of which are listed on the main board of the Stock Exchange (stock code: 1612)

• Huakang Biomedical Holdings Company Limited, the shares of which are listed on the GEM (stock code: 8622)

• Teamway International Group Holdings Limited, the shares of which are listed on the main board of the Stock Exchange (stock code: 1239)

Position and major responsibilities

Period of service

September 2008 Independent to September 2011 non-executive director

• June 2010 Chief financial officer and to April 2011 company secretary October 2010 to July 2011 Executive director July 2011 to Non-executive director December 2011

• November 2006 Independent to present non-executive director

• January 2010 Independent to present non-executive director

• February 2016 Alternate director to a to July 2017 non-executive director

• August 2017 Executive director and to present chief financial officer

• 19 March 2019 to present

• Independent non-executive director

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Mr. Poon was a director of the following companies which were incorporated in Hong Kong prior to their respective dissolution:

	Principal business
	activity prior
	to cessation	Date of	Means of	Reason
Name of the relevant company	of business	dissolution	dissolution	for dissolution
Biosphere Company Limited	Investment holding	5 August 2016	Deregistration	Cessation of business
Hong Kong Wan Zhong	Travel service	2 December 2016	Deregistration	Cessation of business
Travel Company Limited
Wan Zhong Travel Group	Travel service	3 June 2016	Deregistration	Cessation of business
Holdings Limited

Mr. Poon confirmed that (i) each of the dissolved companies above was solvent immediately prior to its dissolution and had no outstanding claim or liabilities; (ii) there is no wrongful act on his part leading to the above dissolutions; and (iii) he is not aware of any actual or potential claim has been or will be made against him as a result of the dissolutions.

As at the date of this announcement, Mr. Poon has entered into a letter of appointment with the Company in relation to his appointment as an independent non-executive Director. The letter of appointment is determinable by either party serving on the other not less than one month’s written notice. He is subject to retirement at the next following annual general meeting of the Company, at which he will be eligible for re-election, and thereafter subject to retirement by rotation at least once every three years in accordance with the memorandum and articles of association of the Company. Pursuant to the terms of the letter of appointment entered into between the Company and Mr. Poon, he will be entitled to an annual remuneration of HK$120,000 which has been determined by the Board by reference to his experience, duties and responsibilities with the Company, the Company’s remuneration policy as well as prevailing market rates and will be subject to review by the Remuneration Committee from time to time.

Save as disclosed above, as at the date of this announcement, Mr. Poon has confirmed that he (i) does not hold any other positions in the Company or any of its subsidiaries; (ii) does not hold any other directorships in the last three years up to the date of this announcement in public companies, the securities of which are listed on any securities market in Hong Kong or overseas; (iii) does not have any other major appointments and professional qualifications; (iv) does not have any relationship with any Directors, senior management, substantial shareholders, or controlling shareholders of the Company; and (v) does not have any interest in the shares of the Company within the meaning of Part XV of the SFO).

Save as disclosed in this announcement, there is no other information relating to Mr. Poon that is required to be disclosed pursuant to any of the requirements of Rule 17.50(2) of the Rules (the “ GEM Listing Rules ”) Governing the Listing of Securities on the GEM and there are no other matters in relation to the appointment of Mr. Poon that need to be brought to the attention of the Shareholders.

The Board takes this opportunity to warmly welcome Mr. Poon joining the Board.

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CHANGE OF COMPANY SECRETARY, AUTHORISED REPRESENTATIVE AND CHIEF FINANCIAL OFFICER

The Board hereby announces that Mr. Koo Wing Yip (“ Mr. Koo ”) has resigned as the company secretary (“ Company Secretary ”), an authorised representative (“ Authorised Representative ”) under Rule 5.24 of the GEM Listing Rules and the chief financial officer of the Company with effect from 28 June 2019 to pursue his personal career development.

Mr. Koo has confirmed that (a) he has no disagreement with the Board; and (b) there is no matter relating to his resignation that needs to be brought to the attention of the Shareholders.

The Board is pleased to announce that Mr. Tsoi Kin Lung (“ Mr. Tsoi ”) has been appointed as the Company Secretary, an Authorised Representative and the financial controller of the Company with effect from 28 June 2019.

Mr. Tsoi, aged 44, obtained a bachelor degree of Business Administration from the Chinese University of Hong Kong in 1998. Mr. Tsoi is a member of HKICPA. Mr. Tsoi has over 20 years of experience in financial management, corporate finance and auditing. Mr. Tsoi was a financial controller and company secretary of a company listed on the main board of the Stock Exchange.

The Board would like to express its sincere gratitude to Mr. Koo for his valuable contribution to the Group during his tenure of office and extend a warm welcome to Mr. Tsoi to join the Group.

By Order of the Board Niche-Tech Group Limited Chow Bok Hin Felix Executive Chairman and Executive Director

Hong Kong, 28 June 2019

As at the date of this announcement, the executive Directors are Mr. Chow Bok Hin Felix, Professor Chow Chun Kay Stephen and Mr. Shi Yiwu, non-executive Director is Mr. Ma Yung King Leo, and the independent non-executive Directors are Professor Ng Wang Wai Charles, Mr. Tai Chun Kit and Mr. Poon Lai Yin Michael.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the GEM website at http://www.hkgem.com on the “Latest Listed Company Information” page for a minimum period of seven days from the date of its publication. This announcement will also be published on the Company’s website at http://www.nichetech.com.hk.

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