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SIM Technology Group Limited Board/Management Information 2011

Jun 1, 2011

50331_rns_2011-06-01_32b31e5c-bb6f-4ba8-965f-81ceed29e9c7.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.

SIM TECHNOLOGY GROUP LIMITED 晨訊科技集團有限公司[*]

(Incorporated in Bermuda with limited liability)

(Stock Code: 2000)

CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND

MEMBER OF THE AUDIT COMMITTEE AND THE REMUNERATION COMMITTEE

The Board announces with effect from 1 June 2011:

  • Mr Zhuang Xingfang has resigned as an independent non-executive Director and ceased to be a member of each of the audit committee and remuneration committee of the Company; and

  • Mr Dong Yunting has been appointed as an independent non-executive Director and a member of each of the audit committee and remuneration committee of the Company.

CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR, MEMBER OF THE AUDIT COMMITTEE AND THE REMUNERATION COMMITTEE

Resignation of independent non-executive Director

The board (“ Board ”) of directors (each a “ Director ”) of SIM Technology Group Limited (“ Company ”, together with its subsidiaries, the “ Group ”) announces that with effect from 1 June 2011, Mr Zhuang Xingfang (“ Mr Zhuang ”) has resigned as an independent non-executive Director due to his other business engagements. Mr Zhuang has confirmed in his resignation letter that he has no disagreement with the Board and there is no matter relating to his resignation that needs to be brought to the attention of The Stock Exchange of Hong Kong Limited and the shareholders of the Company.

The Board would like to extend its gratitude towards Mr Zhuang for his valuable efforts and contributions to the Company during his tenure of office.

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Appointment of independent non-executive Director

The Board is pleased to announce that Mr Dong Yunting has been appointed as an independent nonexecutive Director with effect from 1 June 2011.

Mr Dong Yunting ( 董雲庭 ) (“ Mr Dong ”), formerly known as Dong Rongting ( 董榮庭 ), aged 66, graduated from the Department of Mathematics of Hangzhou University ( 杭州大學 ) (now part of Zhejiang University) in 1967 and received a master of science in computer science at Sun Yat-sen University in 1982. Since 1981, Mr Dong had been teaching in Hangzhou Dianzi University ( 杭州電子 科技大學 ) and served as the Head of System Engineering Teaching and Research Section ( 系統工程教 研室主任 ) in 1986, Head of the Department of Management Engineering ( 管理工程系主任 ) in 1988, Dean of School of Business Administration ( 工商管理學院院長 ) and vice-president of Hangzhou Dianzi University ( 杭州電子科技大學 ) in 1992. From 1989 to 1990, Mr Dong had been engaged in research work at the University of Toronto. Mr Dong was appointed a professor by the Ministry of Mechanical and Electronic Industry ( 機械電子工業部 ) of the People’s Republic of China in 1993. In February 1997, Mr Dong was appointed as the president of China Electronic Industry Development and Planning Institute ( 中國電子工業發展規劃研究院院長 ). In October 1997, he was appointed the head (leading role) of the Policy and Law Research Office of the Ministry of Electronic Industry ( 電子工業部政策 法規研究室主任 ( 正司級 )) of the People’s Republic of China in 1997. From 1998 to 2000, he served as the president of China Electronic Planning Institute ( 電子規劃院院長 ). Mr Dong was appraised as a doctoral post graduate students tutor ( 博士研究生指導教師 ) by University of Electronic Science and Technology of China ( 電子科技大學 ) in 2004. Mr Dong is currently the chairman of China Electronics Enterprises Association ( 中國電子企業協會 ) and also a managing vice chairman ( 常務副理事長 ) and legal representative of China Association of Electronics Equipment For Technology Development ( 中國 電子裝備技術開發協會 ).

Mr Dong had been an independent director of Nantong Fujitsu Microelectronics Co., Ltd. ( 南通富 士通微电子股份有限公司 ), a company listed on the Shenzhen Stock Exchange with stock code of 002156, between December 2003 to December 2009. He is currently an independent director of Nantian Electronics Information Corp, Ltd. ( 雲南南天電子信息產業股份有限公司 ), a company listed on the Shenzhen Stock Exchange with stock code of 000948, an independent director of SuperMap Software Co., Ltd. ( 北京超圖軟件股份有限公司 ), a company listed on the Shenzhen Stock Exchange with stock code of 300036, and an independent director of Tianshui Huatian Technology Co., Ltd. ( 天水華天科技 股份有限公司 ), a company listed on the Shenzhen Stock Exchange with stock code of 002185. Save as disclosed above, Mr Dong had not held any other directorship in other listed companies in the past three years.

Mr Dong has not entered into a service contract with the Company. Pursuant to an appointment letter entered into between the Company and Mr Dong, the appointment of Mr Dong as an independent nonexecutive Director is for a term of one year commencing from 1 June 2011. His appointment will be subject to retirement by rotation and re-election at general meetings of the Company as and when required under the bye-laws of the Company.

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The remuneration of Mr Dong will be USD20,000 per year which was determined by the Board with reference to the prevailing market conditions, his role and responsibilities.

Save as disclosed above, other than the directorship in the Company, Mr Dong does not hold other positions with the Company or other members of the Group, nor does he has any relationship with any Director, senior management, substantial or controlling shareholders of the Company (as defined in the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (“ Listing Rules ”)).

As at the date of this announcement, Mr Dong does not have any interests in any shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Save as disclosed above, there is no further information that should be disclosed pursuant to the requirements of paragraphs (h) to (v) of Rule 13.51(2) of the Listing Rules nor any other matters relating to Mr Dong’s appointment that need to be brought to the attention of the Company’s shareholders.

The Board would like to take this opportunity to welcome Mr Dong to join the Board.

Reconstitution of audit committee and remuneration committee of the Company

With effect from 1 June 2011, Mr Dong has been appointed as a member of the audit committee of the Company and the chairman of the remuneration committee of the Company in place of Mr Zhuang.

By order of the Board SIM Technology Group Limited Wong Tik Company Secretary

Hong Kong, 1 June 2011

As at the date of this announcement, the executive Directors are Ms Yeung Man Ying, Mr Wong Cho Tung, Mr Wong Hei, Simon, Mr Zhang Jianping, Ms Tang Rongrong and Mr Chan Tat Wing, Richard, and the independent non-executive Directors are Mr Liu Hing Hung, Mr Dong Yunting and Mr Xie Linzhen.

  • For identification purposes only

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