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Shui On Land Limited Board/Management Information 2013

Feb 7, 2013

49087_rns_2013-02-07_3739caad-941f-4641-a6e1-b1348110ce9a.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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REDESIGNATION OF A DIRECTOR AND CHANGES IN COMPOSITION OF AUDIT COMMITTEE AND REMUNERATION COMMITTEE

The Board announces that, with effect from 7 February 2013

  • Dr. Su Sh-Hsyu was redesignated as a non-executive Director, and was appointed as a member of the Audit Committee;

  • Dr. Tsai Yen-Yu ceased to be a member of the Remuneration Committee; and

  • Dr. Su Chien-Cheng was appointed as a member of the Remuneration Committee

The board (the “Board”) of directors (the “Directors”) of Natural Beauty Bio-Technology Limited (the “Company”) is pleased to announce the following, all of which will take effect from 7 February 2013:

  • the redesignation of Dr. Su Sh-Hsyu as a non-executive Director; and

  • the changes in composition of the audit committee of the Company (the “Audit Committee”); and

  • the changes in composition of the remuneration committee of the Company (the “Remuneration Committee”)

REDESIGNATION OF A DIRECTOR

Dr. Su Sh-Hsyu, an executive Director, will be redesignated as a non-executive Director with effect from 7 February 2013.

Dr. Su Sh-Hsyu, aged 39, is the daughter of Dr. Tsai Yen-Yu (an executive Director and the chairperson of the Company) and Mr. Lee Ming-Ta (an executive Director and the vice-chairman of the Company), and the

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younger sister of Dr. Su Chien-Cheng (an executive Director). Dr. Su Sh-Hsyu graduated from the London School of Economics with a Master of Science degree in industrial relations, personnel management and human resources management and obtained her PhD in international and comparative education from Columbia University in New York, United States. Dr. Su Sh-Hsyu was actively engaged in the marketing and business development of the Company and its subsidiaries in Taiwan and China during the period from 2004 to 2009. She had been an executive Director since 21 September 2004 until she was redesignated as a non-executive Director on 24 November 2009 and was redesignated as an executive Director on 15 December 2011. She is a director of certain subsidiaries of the Company.

By mutual agreement between the Company and Dr. Su Sh-Hsyu, the existing director service contract of Dr. Su Sh-Hsyu will remain unchanged until its expiry date on 31 December 2014, with an initial annual remuneration of HK$1,250,000 (subject to an annual increment, at the discretion of the Board, of not more than 10 per cent. of the annual remuneration immediately prior to such increase) plus management bonus as may be recommended by the Remuneration Committee.

Dr. Su Sh-Hsyu is a director and substantial shareholder of Next Focus Holdings Limited, which owns 50 per cent. of the equity interest in Starsign International Limited. Starsign International Limited in turn wholly-owns Standard Cosmos Limited, which directly and indirectly owns approximately 65.63 per cent. of the equity interest in the Company. Dr. Su Sh-Hsyu is deemed to be a substantial shareholder of the Company within the meaning of Part XV of the SFO.

Save as disclosed above, (a) Dr. Su Sh-Hsyu has not held any directorship in any public company listed in Hong Kong or overseas in the past three years; (b) she does not hold any other position with the Company or its subsidiaries and does not have any other relationships with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company; (c) she does not have any other interest in the securities of the Company within the meaning of Part XV of the SFO; (d) there is no other information which is discloseable pursuant to Rules 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ; and (e) there are no other matters that need to be brought to the attention of the shareholders and the Company in connection with her redesignation.

CHANGES IN COMPOSITION OF AUDIT COMMITTEE AND REMUNERATION COMMITTEE

The Board approved the following changes in the composition of the Audit Committee and Remuneration Committee, all with effect from 7 February 2013:

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  • a) the appointment of Dr. Su Sh-Hsyu as the a member of the Audit Committee;

  • b) the cessation of Dr. Tsai Yen-Yu as a member of the Remuneration Committee; and

  • c) the appointment of Dr. Su Chien-Cheng as a member of the Remuneration Committee;

Save as disclosed above, the Board is not aware of any other matters which need to be brought to the attention of the shareholders of the Company relating to the redesignation of Dr. Su Sh-Hsyu, and the change in composition of the Audit Committee and Remuneration Committee.

By order of the Board Natural Beauty Bio-Technology Limited

Hong Kong, 7 February 2013

As at the date of this announcement, the Board comprises Dr. Tsai Yen-Yu, Mr. Lee Ming-Ta and Dr. Su Chien-Cheng as executive Directors, Mr. Patrick Thomas Siewert, Ms. Janine Junyuan Feng, Ms. Christina Shieu-Yeing Ng, Mr. Poon Yee Man Alwin and Dr. Su Sh-Hsyu as non-executive Directors and Mr. Francis Goutenmacher, Ms. Su-Mei Thompson, Mr. Chen Ruey-Long and Mr. Yang Tze-Kaing as independent nonexecutive Directors.

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