AI assistant
Television Broadcasts Limited — Board/Management Information 2007
Dec 4, 2007
49261_rns_2007-12-04_adb3f932-4991-4866-aeb8-68da545f12bb.pdf
Board/Management Information
Open in viewerOpens in your device viewer
==> picture [316 x 31] intentionally omitted <==
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 290)
APPOINTMENT OF SENIOR OFFICERS, CHANGES IN COMPOSITION OF THE BOARD, THE AUDIT COMMITTEE AND THE REMUNERATION COMMITTEE
APPOINTMENT OF SENIOR OFFICERS
The Board announces that, with effect from 4 December 2007:–
-
(a) Mr. Sun Tak Yan, Desmond, an Executive Director, was appointed as Chairman of the Company; and
-
(b) Mr. Ng Cheuk Fan, Keith, an Executive Director, was appointed as Managing Director.
CHANGES IN COMPOSITION OF THE BOARD, THE AUDIT COMMITTEE AND THE REMUNERATION COMMITTEE
The Board further announces that, with effect from 4 December 2007:–
-
(a) Mr. Tam B Ray Billy was appointed as Independent Non-Executive Director, a member of the Audit Committee and the Remuneration Committee of the Company;
-
(b) Mr. Ng Cheuk Fan, Keith was appointed as a member of the Remuneration Committee; and
-
(c) Mr. Cai Zhixu resigned as Independent Non-Executive Director, a member of the Audit Committee and the Remuneration Committee.
1
APPOINTMENT OF SENIOR OFFICERS, CHANGES IN COMPOSITION OF THE BOARD, THE AUDIT COMMITTEE AND THE REMUNERATION COMMITTEE
The board (the “Board”) of directors (the “Directors”) of China Conservational Power Holdings Limited (the “Company”) announces the following appointment of senior officers and changes in board composition, the Audit Committee and the Remuneration Committee, with effect from 4 December 2007:–
-
Mr. Sun Tak Yan, Desmond (“Mr. Sun”), an Executive Director, was appointed as Chairman of the Company;
-
Mr. Ng Cheuk Fan, Keith (“Mr. Ng”), an Executive Director, was appointed as Managing Director and a member of the Remuneration Committee;
-
Mr. Tam B Ray Billy (“Mr. Tam”) was appointed as Independent Non-Executive Director, a member of the Audit Committee and the Remuneration Committee of the Company; and
-
Mr. Cai Zhixu (“Mr. Cai”) resigned as Independent Non-Executive Director, a member of the Audit Committee and the Remuneration Committee.
In view of the change of substantial shareholder of the Company, Mr. Cai tendered his resignation resigning as Independent Non-Executive Director and ceased to hold any offices in the Company effective on 4 December 2007. He confirmed that he has no disagreement with the Board and there are no matter relating to his resignation which needed to be brought to the attention of the shareholders of the Company.
2
BIOGRAPHIES OF MR. SUN, MR. NG AND MR. TAM
(a) Brief biography of Mr. Sun Tak Yan, Desmond
Mr. Sun Tak Yan, Desmond, aged 60, joined the Company in January 2007 as an Executive Director. Currently, he is a director of Fidelity Capital Limited and Bright & Shine Corporate Finance Limited. Mr. Sun holds a Bachelor degree of Economics from the University of Tasmania. Mr. Sun has extensive experience in strategic planning and corporate development, including initial public offer, mergers and acquisitions of listed companies in Hong Kong and in specialized land developments in Hong Kong and in China.
Mr. Sun was a director of Northern International Holdings Limited, a company listed on the main board (the “Main Board”) of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) for the period from 1998 to 2004. Saved as disclosed, Mr. Sun has not held any directorship in other listed companies for the past three years. Mr. Sun also held management positions with Citibank and Lloyds Bank in Hong Kong during the 80’s. Prior coming to Hong Kong in 1982, Mr. Sun held management positions with the Ford Motor Company and the Australian Consolidated Industries in Australia.
Brief biography of Mr. Ng Cheuk Fan, Keith
Mr. Ng Cheuk Fan, Keith, aged 46, joined the Group in April 2007 as an Executive Director. Upon his appointment as an Executive Director of the Company, he held directorships in most of the subsidiaries in the Group as well. Mr. Ng graduated from the University of Alberta, Canada with a Bachelor degree in Commerce, majoring in Accounting. He also received a Master of Commerce degree in Professional Accounting from the University of New South Wales, Australia. Mr. Ng is a member of CPA Australia and Hong Kong Institute of Certified Public Accountants. He has over 18 years of accounting experience.
3
Currently, Mr. Ng is an executive director of LeRoi Holdings Limited, a company listed on the Main Board of the Stock Exchange. He served as an executive director of Fujian Group Limited (“Fujian”), a company incorporated in Hong Kong and the shares of which were listed on the Main Board of the Stock Exchange, during the period from April 1996 to July 2001. Fujian was engaged in investment holdings and property investment. After Mr. Ng’s resignation from his directorship, a Winding-up Petition (HCCW74/2002) was served on Fujian by six former employees involving an amount of HK$489,425.20. The Winding-up Petition was dismissed by the High Court upon the satisfaction of the payment of the claim. Mr. Ng resigned as an executive director of Fujian on 27 July 2001.
During the period of May 1999 to September 2001, Mr. Ng served as an executive director of Fu Hui Holdings Limited (“Fu Hui”), a company incorporated in Hong Kong and the shares of which were listed on the Stock Exchange. Fu Hui was engaged in investments holdings and sale & marketing of jewellery products. Fu Hui underwent a proceeding regarding a corporate restructuring involving subscription of new shares, bank compromise, whitewash waiver and change of name. The proceeding commenced on 20 July 2001 and the amount involved for subscription of new shares was HK$100,000,000.00 and for bank compromise was HK$95,474,962.94. The corporate restructuring was completed on 14 September 2001 and the name of Fu Hui changed to Fushan Holdings Limited with effect from 3 October 2001. Mr. Ng resigned as an executive director of Fu Hui on 14 September 2001 but remained as financial controller and company secretary of the group until his resignation one year later.
Saved as disclosed, Mr. Ng has not held any directorship in other listed companies for the past three years.
Brief biography of Mr. Tam B Ray Billy:–
Mr. Tam B Ray Billy, aged 38, has been a practising solicitor in Hong Kong for over 10 years. He is currently a partner of Messrs. Ho & Tam. Mr. Tam holds a Bachelor of Laws degree from King’s College London University and Tsinghua University; and a Master of Laws degree from Hong Kong University. During the period from April 2005 to December 2006, he was an independent non-executive director of Intcera High Tech Group Limited, a company listed on the Growth Enterprise Market of the Stock Exchange. Saved as disclosed herein, Mr. Tam has not held any directorship in other listed companies in Hong Kong for the past three years.
4
(b) Terms of Appointment
On 26 January 2007, the Company entered into a service agreement with Mr. Sun for a term of one year commencing from 11 January 2007 terminable by either party by giving one (1) month notice to other party and, subject to the provisions on removal, re-election and retirement by rotation in the articles of association of the Company. Pursuant to which, Mr. Sun is entitled to a monthly director fee of HK$25,000 each commencing from his date of appointment (i.e. 11 January 2007) on a 13 months basis per annum, subject to review by the Board. Mr. Sun’s remuneration is determined by the Board based on the recommendation of the Remuneration Committee with reference to his academic background, qualifications, working experience, duties and responsibilities in the Group, the business and financial performance of the Group.
On 4 April 2007, the Company entered into a service agreement with Mr. Ng for a term of one year commencing from 4 April 2007 terminable by either party by giving one (1) month notice to other party and, subject to the provisions on removal, re-election and retirement by rotation in the articles of association of the Company. Pursuant to which, Mr. Ng is entitled to a monthly director fee of HK$50,000 each commencing from his date of appointment (i.e. 4 April 2007) on a 13 months basis per annum, subject to review by the Board. Mr. Ng’s remuneration is determined by the Board based on the recommendation of the Remuneration Committee with reference to his academic background, qualifications, working experience, duties and responsibilities in the Group, the business and financial performance of the Group.
For Mr. Tam, he entered into a Letter of Appointment with the Company on 4 December 2007. Pursuant to which, Mr. Tam will be paid an amount of HK$100,000.00 per annum which is determined by the Board based on the recommendation of the Remuneration Committee of the Company with reference to the remuneration benchmark in the market for independent non-executive directors of companies listed on the Stock Exchange, the financial position of the Company and his respective duties and responsibilities in the Company. His appointment is for a term of one year and can be terminable by the Company by giving one month written notice to him, subject to the provisions on removal, re-election and retirement by rotation in the articles of association of the Company.
5
(c) Confirmation from Mr. Sun, Mr. Ng and Mr. Tam
Saved as disclosed above, each of Mr. Sun, Mr. Ng and Mr. Tam confirmed to the Board that:–
-
(i) they have not previously held any positions with the Company or any of its subsidiaries before their appointments;
-
(ii) they are not interested in or deemed to be interested in any shares or underlying shares of the Company pursuant to Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (“SFO”) as at the date of this announcement ;
-
(iii) none of them has any relationship with any director, senior management or substantial or controlling shareholder of the Company; and
-
(iv) none of Mr. Sun, Mr. Ng and Mr. Tam has been a party or the subject or has been convicted, sentenced, adjudged, disqualified or refused admission, as the case may be, in respect of those matters as mentioned under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.
Saved as mentioned herein, both Mr. Sun, Mr. Ng and Mr. Tam confirmed that they are not aware of any other information which is required to be brought to the attention of the holders of securities of the Company in respect of their newly appointment or engagement.
The Board would like to express its sincere thanks to Mr. Cai for his valuable contribution during his tenure of service and welcome Mr. Tam to join.
By order of the Board
CHINA CONSERVATIONAL POWER HOLDINGS LIMITED
Ng Cheuk Fan, Keith
Managing Director
Hong Kong, 4 December 2007
Taking into account the changes in Board composition mentioned in this announcement, as at the date hereof, the Board consists of three Executive Directors, namely, Mr. Sun Tak Yan, Desmond (Chairman), Mr. Ng Cheuk Fan, Keith (Managing Director) and Mr. Yeung Kwok Leung; and three Independent Non-executive Directors, namely Mr. Tam B Ray Billy, Mr. Ng Kay Kwok and Mr. Lam Ka Wai, Graham.
6