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Uni-Bio Science Group Limited — Board/Management Information 2017
Jan 13, 2017
49397_rns_2017-01-13_1558bbc5-8dc4-4638-af29-d9455008bd97.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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(Incorporated in the Cayman Islands with limited liability)
(Stock code: 0690)
(1) CHANGES OF EXECUTIVE DIRECTOR, CHAIRMAN OF THE BOARD, AUTHORISED REPRESENTATIVE AND COMPOSITION OF BOARD COMMITTEES; AND (2) CONNECTED TRANSACTION: ISSUE OF SERVICE SHARES UNDER SPECIFIC MANDATE
CHANGES OF EXECUTIVE DIRECTOR, CHAIRMAN OF THE BOARD, AUTHORISED REPRESENTATIVE AND COMPOSITION OF BOARD COMMITTEES
The Board wishes to announce that with effect from 13 January 2017:
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(a) Mr. Tong Kit Shing has retired and ceased to be an executive Director, the chairman of the Board, the chairman of the Nomination Committee, a member of the Remuneration Committee and one of the Authorised Representatives;
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(b) Mr. Kingsley Leung has been appointed as the chairman of the Board, the chairman of the Nomination Committee and a member of the Remuneration Committee; and
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(c) Mr. Chen Dawei has been appointed as an executive Director, vice-chairman of the Board and one of the Authorised Representatives.
IMPLICATIONS UNDER THE LISTING RULES
As the duration of the Director’s Term may exceed three years, the Director’s Term is subject to prior approval of the Shareholders in a general meeting (at which the relevant Director and his associates shall not vote on the matter) under Rule 13.68 of the Listing Rules.
In view of the fact that Mr. Chen Dawei has been appointed as an executive Director, Mr. Chen Dawei is a connected person of the Company and the proposed allotment and issue of the Service Shares to Mr. Chen Dawei under the terms of the Service Agreement constitutes a connected transaction under Chapter 14A of the Listing Rules. The Service Shares Issue, including the grant of the Specific Mandate, is subject to the reporting, announcement and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
- For identification purpose only
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GENERAL
The Independent Board Committee comprising all of the independent non-executive Directors has been established to advise and provide recommendation to the Independent Shareholders on the Service Shares Issue and the transactions contemplated thereunder and to advise the Independent Shareholders on how to vote. In this connection, the Company will appoint an Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the Service Agreement and the Service Shares Issue, including the grant of the Specific Mandate, are fair and reasonable and are in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote.
The EGM will be convened for the purpose of, among other matters, considering, and if thought fit, approving the Director’s Term, the Service Shares Issue and the grant of the Specific Mandate. A circular containing, among other things, (i) details of the Service Agreement and the transactions contemplated thereunder and other information relating to the Group as required to be disclosed under the Listing Rules; (ii) the recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Service Agreement, the Service Shares Issue and the transactions contemplated thereunder; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; and (iv) a notice of the EGM, is expected to be despatched to the Shareholders as soon as practicable.
RETIREMENT OF MR. TONG
The Board announces that Mr. Tong Kit Shing (“ Mr. Tong ”) has served notice to the Board that he will retire and resign as an executive Director, the chairman of the Board, the chairman of the Nomination Committee, a member of the Remuneration Committee and one of the Authorised Representatives with effect from 13 January 2017 due to his decision to pursue other interests.
Mr. Tong confirms that he has no disagreement with the Board and there are no matters in relation to his retirement which should be brought to the attention of the Shareholders. The Board is also not aware of any such matters in relation to the retirement of Mr. Tong that need to be brought to the attention of the Shareholders.
The Board expresses its sincere gratitude to Mr. Tong for his service and valuable contributions made to the Company during his tenure of service.
APPOINTMENTS OF MR. LEUNG AND MR. CHEN
The Board is pleased to announce that with effect from 13 January 2017:
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(a) Mr. Kingsley Leung (“ Mr. Leung ”) has been appointed as the chairman of the Board, the chairman of the Nomination Committee and a member of the Remuneration Committee in replacement of Mr. Tong after his retirement; and
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(b) Mr. Chen Dawei (“ Mr. Chen ”) has been appointed as an executive Director, vice-chairman of the Board and one of the Authorised Representatives.
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Mr. Leung
Mr. Leung, aged 30, has been appointed as an executive Director since 28 February 2014 and is a director of certain members of the Group. Mr. Leung joined the Company on 8 July 2013 as Business Development Manager. Mr. Leung graduated with honours with a Bachelor’s degree in Biochemistry from Imperial College London in July 2008 and obtained a Master’s degree in Pharmacology from the University of Oxford in September 2009. Mr. Leung is currently a Chartered Financial Analyst and a member of The Hong Kong Society of Financial Analysts. He also holds a Professional Diploma in Corporate Governance and Directorship and is an associate member of the Hong Kong Institute of Directors. He is currently admitted to Tsinghua-INSEAD Executive MBA Programme. Mr. Leung has extensive experience in investment banking and business development in the biotechnology industry. Mr. Leung is a cousin of Mr. Tong.
As at the date of this announcement, Mr. Leung was interested in 925,176,010 Share/underlying Shares, (i) 10,600,000 Shares of which are share options granted by the Company to Mr. Leung; and (ii) 914,576,010 Shares of which are held by Lord Profit Limited. Lord Profit Limited is a company beneficially owned as to 90% by Mr. Leung and 10% by Mr. Tong. Save as disclosed, Mr. Leung did not have any interests in the Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
As at the date of this announcement, save as disclosed above, Mr. Leung (i) did not hold other positions with the Company or other members of the Group; (ii) did not hold any other major appointments and professional qualifications; and (iii) did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Save as disclosed above, Mr. Leung does not have any relationship with any Director, senior management, substantial shareholders or controlling shareholders (having the meaning ascribed to it in the Listing Rules).
Pursuant to the service agreement entered into between the Company and Mr. Leung, Mr. Leung is appointed as an executive Director for a fixed term of 3 years from 28 February 2014 and he is subject to retirement by rotation and re-election at general meeting of the Company in accordance with the articles of association of the Company. In view of the additional positions taken up by Mr. Leung after the retirement of Mr. Tong, Mr. Leung is entitled to a monthly remuneration of HK$90,500 and an annual discretionary bonus of HK$180,000. Mr. Leung’s remuneration is determined with reference to his responsibilities, the Company’s remuneration policy and the prevailing market conditions.
Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to the appointment of Mr. Leung that need to be brought to the attention of the Shareholders.
Mr. Chen
Mr. Chen, aged 47, obtained an Executive Master’s Degree in Business Administration (major in ChinaAmerica Finance) from Peking University and a Master’s Degree in Business Administration from the National University of Singapore. Mr. Chen has over 20 years of experience in enterprise management, capital market and merger and acquisition. He had been the chairman, chief executive officer, executive director and vice-chairman of China Everbright Water Limited (formerly known as HanKore Environment Tech Group Limited) from May 2011 to February 2016, the shares of which are listed on the Main Board of the Singapore Exchange Limited and the sole water business platform of China Everbright Group Ltd. He is currently the executive partner of a Chinese equity investment fund and the chairman of a Singapore capital management company.
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As at the date of this announcement, Mr. Chen was interested in 315,955,516 Shares. Save for the above and the Service Shares which may be allotted and issued to him as elaborated below, Mr. Chen did not have any interests in the Shares within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Mr. Chen had been a director of the following private companies incorporated in Hong Kong, each of which was dissolved by deregistration or striking off pursuant to the predecessor Companies Ordinance (Chapter 32 of the Laws of Hong Kong) (“ Predecessor CO ”):
| Principal | |||
|---|---|---|---|
| activity prior to | |||
| Name of company | Date of dissolution | dissolution | Reason of dissolution |
| China Media (HK) Development Limited | 12 October 2007 | Investment | Striking off pursuant |
| 中國傳媒（香港）發展有限公司 | to section 291 of the | ||
| Predecessor CO | |||
| Bio-Treat Finance Limited | 23 March 2012 | Investment | Deregistration pursuant to |
| 金迪財務有限公司 | section 291AA of the | ||
| Predecessor CO | |||
| Rich Progress Limited | 22 June 2012 | Investment | Deregistration pursuant to |
| 富上有限公司 | section 291AA of the | ||
| Predecessor CO |
To the best of the knowledge and belief of Mr. Chen, each of the above companies was solvent at the time of being dissolved by deregistration or striking off.
As at the date of this announcement, save as disclosed above, Mr. Chen (i) did not hold other positions with the Company or other members of the Group; (ii) did not hold any other major appointments and professional qualifications; and (iii) did not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. Mr. Chen does not have any relationship with any Director, senior management, substantial shareholders or controlling shareholders (having the meaning ascribed to it in the Listing Rules).
Pursuant to the Service Agreement entered into between the Company and Mr. Chen, Mr. Chen is:
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(1) appointed as an executive Director for a term: (a) in the event that the Company has obtained the necessary approval(s) under the Listing Rules (including Shareholders’ approval) on or before the Long Stop Date, a term of 5 years commencing on 13 January 2017; or (b) in the event that Company has not obtained the necessary approval(s) under the Listing Rules (including Shareholders’ approval) on or before the Long Stop Date, a term of 3 years commencing on 13 January 2017, and is subject to retirement and re-election in accordance with the articles of association of the Company; and
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(2) entitled to a monthly salary of HK$50,000 and an annual discretionary bonus to be determined by the Board.
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In addition, under the terms of the Service Agreement, for every 12 months in which Mr. Chen served as an executive Director, the Company will, as additional benefit and free of payment by Mr. Chen, allot and issue 15,000,000 Service Shares to Mr. Chen. Mr. Chen shall not be entitled to any pro rata entitlement of the relevant Service Shares in the event he failed to serve as an executive Director for each such 12 months in full.
The Service Shares Issue is subject to the fulfillment of the following conditions precedent on or before the Long Stop Date:
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(a) the Company having obtained all necessary consents and approvals in connection with the Service Shares Issue (including but not limited to the Shareholders having passed the necessary resolution at an extraordinary general meeting of the Company); and
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(b) the Stock Exchange granting the listing of, and permission to deal in, the Service Shares.
The Service Shares will be issued pursuant to the Specific Mandate to be sought from the Shareholders at the EGM. Application will be made to the Stock Exchange for the listing and dealing of the Service Shares.
The above conditions precedent are not capable of being waived by any parties to the Service Agreement. If they are not satisfied by the Long Stop Date, no Service Shares will be allotted and issued to Mr. Chen, and the other terms of the Service Agreement shall continue to apply.
Mr. Chen’s remuneration is determined with reference to his responsibilities, the Company’s remuneration policy and the prevailing market conditions.
Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to the appointment of Mr. Chen that need to be brought to the attention of the Shareholders.
IMPLICATIONS UNDER THE LISTING RULES
As the duration of the Director’s Term may exceed three years, the Director’s Term is subject to prior approval of the Shareholders in a general meeting (at which the relevant Director and his associates shall not vote on the matter) under Rule 13.68 of the Listing Rules.
In view of the fact that Mr. Chen has been appointed as an executive Director, Mr. Chen is a connected person of the Company and the proposed allotment and issue of the Service Shares to Mr. Chen under the terms of the Service Agreement constitutes a connected transaction under Chapter 14A of the Listing Rules. The Service Shares Issue, including the grant of the Specific Mandate, is subject to the reporting, announcement and the Independent Shareholders’ approval requirements under Chapter 14A of the Listing Rules.
None of the Directors had material interests in the transactions contemplated under the Service Share Issue and accordingly, no Director was required to abstain on the resolutions at the Board meeting held to approve the Service Agreement and the transactions contemplated thereunder.
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GENERAL
The Independent Board Committee comprising all of the independent non-executive Directors has been established to advise and provide recommendation to the Independent Shareholders on the Service Shares Issue and the transactions contemplated thereunder and to advise the Independent Shareholders on how to vote. In this connection, the Company will appoint an Independent Financial Adviser to advise the Independent Board Committee and the Independent Shareholders as to whether the Service Agreement and the Service Shares Issue, including the grant of the Specific Mandate, are fair and reasonable and are in the interests of the Company and the Shareholders as a whole, and to advise the Independent Shareholders on how to vote.
To the best knowledge of the Directors, save that Mr. Chen, who as at the date of this announcement held 315,955,516 Shares representing approximately 6.15% of the issued share capital of the Company, and his associates are required to abstain from voting on the resolution(s) to be proposed at the EGM, no Shareholder had a material interest in the Service Shares Issue and no other Shareholder would be required to abstain from voting at the EGM in respect of the resolution(s) relating to the Director’s Term, the Service Shares Issue and grant of the Specific Mandate.
The EGM will be convened for the purpose of, among other matters, considering, and if thought fit, approving the Director’s Term, the Service Shares Issue and the grant of the Specific Mandate. A circular containing, among other things, (i) details of the Service Agreement and the transactions contemplated thereunder and other information relating to the Group as required to be disclosed under the Listing Rules; (ii) the recommendation from the Independent Board Committee to the Independent Shareholders in relation to the Service Agreement, the Service Shares Issue and the transactions contemplated thereunder; (iii) a letter of advice from the Independent Financial Adviser to the Independent Board Committee and the Independent Shareholders; and (iv) a notice of the EGM, is expected to be despatched to the Shareholders as soon as practicable.
DEFINITIONS
Unless otherwise specified, the following terms have the following meanings in this announcement:
| “associate” | has the meaning as ascribed thereto in the Listing Rules |
|---|---|
| “Authorised | authorised representative(s) of the Company under the Listing Rules |
| Representative(s)” | |
| “Board” | the board of Directors |
| “Company” | Uni-Bio Science Group Limited, a company incorporated in the Cayman |
| Islands with limited liability, whose issued Shares are listed on the Main | |
| Board of the Stock Exchange | |
| “connected person” | has the meaning ascribed to it under the Listing Rules |
| “Director(s)” | the director(s) of the Company |
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| “Director’s Term” | the term of appointment of Mr. Chen under the Service Agreement, as |
|---|---|
| more particularly described in the section headed “Appointments of Mr. | |
| Leung and Mr. Chen – Mr. Chen” in this announcement | |
| “EGM” | an extraordinary general meeting of the Company to be convened for the |
| purpose of considering and, if thought fit, approving the Director’s Term, | |
| the Service Shares Issue and the grant of the Specific Mandate | |
| “Group” | the Company and its subsidiaries |
| “HK$” | Hong Kong dollars, the lawful currency of Hong Kong |
| “Hong Kong” | the Hong Kong Special Administrative Region of the People’s Republic of |
| China | |
| “Independent Board | an independent committee of the Board (which comprises all the |
| Committee” | independent non-executive Directors) established to advise the |
| Independent Shareholders with regard to the Service Shares Issue and the | |
| transactions contemplated thereunder | |
| “Independent Financial | an independent financial adviser to be appointed for the purpose of |
| Adviser” | advising the Independent Board Committee and the Independent |
| Shareholders as to the Service Shares Issue and the transactions | |
| contemplated thereunder | |
| “Independent Shareholders” | those Shareholders who do not have any material interest in the Service |
| Shares Issue and the transactions contemplated thereunder | |
| “Listing Rules” | the Rules Governing the Listing of Securities on the Stock Exchange |
| “Long Stop Date” | 4:00 p.m. on 30 June 2017 (or such later date as the Company and Mr. |
| Chen may agree in writing) | |
| “Nomination Committee” | the nomination committee of the Board |
| “Remuneration Committee” | the remuneration committee of the Board |
| “Service Agreement” | the service contract dated 13 January 2017 entered into between the |
| Company and Mr. Chen in relation to the appointment of Mr. Chen as an | |
| executive Director | |
| “Service Shares” | the Shares to be allotted and issued to Mr. Chen pursuant to the Service |
| Agreement | |
| “Service Shares Issue” | the allotment and issue of the Service Shares to Mr. Chen in accordance |
| with the terms of the Service Agreement |
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“Share(s)”
shares of HK$0.01 each in the share capital of the Company
“Shareholder(s)”
holder(s) of the Share(s)
- “Specific Mandate”
the specific mandate to be sought from the Shareholders at the EGM to grant the authority to the Board for the allotment and issue of the Service Shares
- “Stock Exchange” The Stock Exchange of Hong Kong Limited
On behalf of the Board Uni-Bio Science Group Limited Kingsley Leung Chairman
Hong Kong, 13 January 2017
As at the date of this announcement, the Board comprises two executive Directors, namely, Mr. Kingsley Leung (Chairman) and Mr. Chen Dawei (Vice-chairman); and three independent non-executive Directors, namely, Dr. Carl Aslan Jason Morton Firth, Mr. Zhao Zhi Gang and Mr. Chow Kai Ming.
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