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RemeGen Co., Ltd. — Board/Management Information 2010
Oct 27, 2010
51206_rns_2010-10-27_ff209908-1a63-4c56-af8a-1a71d6371b01.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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Overseas Chinese Town (Asia) Holdings Limited 華僑城(亞洲)控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 03366)
RESIGNATION OF EXECUTIVE DIRECTOR APPOINTMENT OF EXECUTIVE DIRECTOR CHANGE OF CHAIRMAN AND CHANGE OF AUTHORIZED REPRESENTATIVE
The Board would like to announce the following:
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(1) Mr. Ni Zheng has resigned as an executive director of the Company and the Chairman of the Company, with effect from 27 October 2010;
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(2) Ms. Wang Xiaowen has been appointed as an executive director of the Company and the Chairman of the Company with effect from 27 October 2010; and
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(3) Mr. Ni Zheng has resigned as an Authorized Representative of the Company with effect from 27 October 2010 and that Ms. Xie Mei, an executive director of the Company, has been appointed as an Authorized Representative of the Company with effect from 27 October 2010.
The Board of directors (the “Board”) of Overseas Chinese Town (Asia) Holdings Limited (the “Company”) would like to announce the following:
1. MR. NI ZHENG (“MR. NI”)
The Board has duly accepted the resignation of Mr. Ni as an executive director of the Company (the “Executive Director”) and the Chairman of the Company with effect from 27 October 2010. Mr. Ni has confirmed that:
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(i) his resignation as the Executive Director and the Chairman of the Company is owing to work reallocation and Mr. Ni confirmed that there is no potential conflict of interest between the new role assumed by Mr. Ni and the business of the Company;
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(ii) he has no disagreement with the Board or any constituent members thereof; and
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(iii) there are no matters that need to be brought to the attention of shareholders of the Company or The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) in relation to his resignation.
Mr. Ni has also confirmed that he has no claim against the Company for loss of office as a director of the Company whether by way of compensation, remuneration, severance payments, expenses, damages or otherwise.
The Board would like to take this opportunity to extend its gratitude to Mr. Ni for his efforts and valuable contributions to the Company during his tenure of office as the Executive Director and the Chairman of the Company.
2. MS. WANG XIAOWEN (“MS. WANG”)
Ms. Wang, has been appointed as the Executive Director and the Chairman of the Company with effect from 27 October 2010.
Particulars relating to Ms. Wang are set out below:–
Ms. Wang, aged 41, has obtained a bachelor degree in Economics from Nan Kai University (南 開大學) in 1990. Currently, Ms. Wang is the Chairman of the board of directors of Overseas Chinese Town (HK) Company Limited (“OCT (HK)”) (OCT (HK) is the beneficial owner of all the issued share capital in Pacific Climax Limited, the controlling shareholder of the Company) and Shenzhen OCT Investment Company Limited (which is a wholly-owned subsidiary of Shenzhen Overseas Chinese Town Co. Ltd. (“OCT Ltd.”) (OCT Ltd. is the beneficial owner of all the issued share capital in OCT (HK)). Ms. Wang is also a director of Konka Group Co., Ltd. (“Konka Group”), the supervisor and the vice chairman of the Supervisory Board of China International Travel Service Corporation Limited (“CITS”) and the vice president of OCT Ltd. Both Konka Group and OCT Ltd. are listed on the Shenzhen Stock Exchange, while CITS is listed on the Shanghai Stock Exchange. Ms. Wang joined Overseas Chinese Town Enterprises Company (華僑 城集團公司) (“OCT Group”) (the controlling shareholder of OCT Ltd.) in 1991 and had been the head of Administration Department of the President Office, the head of the Finance Department and the President Assistant of OCT Group. She had also been the supervisor of OCT Ltd. and Konka Group, the director of Chengdu Tianfu OCT Industry Development Co., Ltd. (成都天府 華僑城實業發展有限公司), a non-wholly owned subsidiary of the Company and the director of Shenzhen Overseas Chinese Town Real Estate Company Limited (深圳華僑城房地產有限公司) and the director and the Chairman of OCT Hotel Group Company Limited (深圳市華僑城酒店 集團有限公司), both being subsidiaries of OCT Ltd.. Save as aforesaid, Ms. Wang has also held and had also held other senior positions with OCT Ltd. and OCT Group (and their respective associated companies).
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Save as disclosed above, Ms. Wang does not hold any position in the Company or any of it subsidiaries and does not have any relationship with any other Directors, senior management or substantial or controlling shareholders (as defined in the Rules Governing the Listing of Securities on the Stock Exchange (“Listing Rules”)) of the Company and save as disclosed, she does not have other major appointments and professional qualifications.
Ms. Wang will enter into a director’s service agreement with the Company as the Executive Director for a term commencing from 27 October 2010 until the closing of the forthcoming annual general meeting of the Company, which may be terminated by either the Company or Ms. Wang by giving one month’s written notice or otherwise in accordance with the terms of the director’s service agreement. According to the articles of association of the Company, Ms. Wang shall be eligible for re-election at the forthcoming annual general meeting of the Company. Under the proposed service agreement to be entered into between the Company and Ms. Wang, Ms. Wang will not be entitled to any remuneration (subject to final confirmation upon execution of the relevant service agreement).
Further, Ms. Wang does not have, and is not deemed to have, any interests or short positions in any shares, underlying share or debentures (as defined under Part XV of the Securities and Futures Ordinance (Chapter 571, Laws of Hong Kong)) of the Company.
Save as disclosed above, Ms. Wang did not hold any other directorships in any other listed public companies in the last three years.
Save as disclosed herein, there are no other matters concerning Ms. Wang that need to be brought to the attention of the shareholders of the Company nor is there any information relating to Ms. Wang that is required to be disclosed pursuant to Rules 13.51(2) of the Listing Rules.
3. CHANGE OF AUTHORIZED REPRESENTATIVE
The Board announces that Mr. Ni has resigned as an Authorized Representative of the Company with effect from 27 October 2010 and that Ms. Xie Mei, an Executive Director, has been appointed as an Authorized Representative of the Company with effect from 27 October 2010.
Accordingly, the current Authorized Representatives of the Company pursuant to Rule 3.05 of the Listing Rules are Ms. Xie Mei and Mr. Fong Fuk Wai, the Company Secretary of the Company.
By order of the Board Overseas Chinese Town (Asia) Holdings Limited Fong Fuk Wai Company Secretary
Hong Kong, 27 October 2010
As at the date of this announcement, the Board comprises seven Directors, namely: Ms. Wang Xiaowen, Ms. Xie Mei and Mr. Zhou Guangneng as executive Directors; Mr. He Haibin as non-executive Director; Ms. Wong Wai Ling, Mr. Xu Jian and Mr. Lam Sing Kwong Simon as independent non-executive Directors.
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