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Web3 Meta Limited — Board/Management Information 2020
Dec 11, 2020
51265_rns_2020-12-11_227ad872-7c3d-472c-90b1-0bb85dc549e9.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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MILLION STARS HOLDINGS LIMITED 萬星控股有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 8093)
APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS AND CHANGE OF COMPOSITION OF THE BOARD MEMBERS
Following the AGM of the Company held on 11 December 2020, the Board announces that:
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Ms. Zhu Minli (‘‘Ms. Zhu’’) has been appointed as an Independent Non-executive Director, member of Audit Committee and Corporate Governance Committee and the chairlady of Remuneration Committee and Nomination Committee of the Company with effect from 11 December 2020; and
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Ms. Jiang Ying (‘‘Ms. Jiang’’) has been appointed as an Independent Non-executive Director, member of Audit Committee, Remuneration Committee, Nomination Committee and Corporate Governance Committee of the Company with effect from 11 December 2020.
APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS
The Board is pleased to announce that Ms. Zhu and Ms. Jiang have been appointed as the Independent Non-executive Directors (‘‘INEDs’’) of the Company with effect from 11 December 2020.
The biographical details of Ms. Zhu and Ms. Jiang are as follows:
Ms. Zhu Minli
Ms. Zhu, aged 39, was appointed as an Independent Non-executive Director with effect from 11 December 2020. She currently serves as an assistant to the executive president of Jilin Changbaishan Equity Investment Management Co., Ltd.* (吉 林 長白 山 股權 投資管理有 限公 司 ). Previously, Ms. Zhu has served as the director of risk control of Beijing Jixin Huijin
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Fund Management Company Limited ( 北京 吉 信匯 金基金 管理有 限公 司 ), a risk control manager of Haitong Jihe Private Equity Investment Fund Management Company Limited (海 通 吉 禾 股權 投資 基金 管理有 限 責任 公 司 ), and a department manager of Ruihua China CPAs.
Ms. Zhu has been engaged in investment management for many years, mainly responsible for the risk management and control of investment projects, the establishment and continuous improvement of corporate internal control systems, and the supervision of effective implementation of internal control mechanisms. Ms. Zhu also has many years of experience in financial auditing. During her tenure, she was responsible for the auditing of a number of well-known companies, and possessed comprehensive and solid accounting knowledge and financial analysis capability.
Ms. Zhu is a certified public accountant of China and a qualified fund practitioner. Ms. Zhu holds a bachelor’s degree in management from Changchun University (長 春 大學), majoring in financial management.
Ms. Zhu was identified and selected in accordance with the policy for the nomination of Directors, the nomination procedures and board diversity policy of the Company in consideration of factors including but not limited to gender, age, cultural and educational background, skills, knowledge, qualifications and experience etc.
The Board considers that Ms. Zhu has profound professional knowledge, suitable qualifications and experience of particular relevance to the principal business of the Company and its subsidiaries (the ‘‘Group’’), and together with the other independent nonexecutive Directors, would form a good mix of expertise in providing a balanced and independent perspective to the Board on the Group’s affairs. In addition, Ms. Zhu has confirmed that she has fulfilled the independence factors as stipulated in the Rule Governing the Listing of Securities on GEM of on The Stock Exchange of Hong Kong Limited (the ‘‘GEM Listing Rules’’). Accordingly, the Board considers that Ms. Zhu is independent pursuant to the guidelines on independence under the GEM Listing Rules and is a suitable candidate to be appointed as an independent non-executive Director.
Ms. Zhu will enter into a letter of appointment with the Company under which she is appointed for a period of three years, but is subject to retirement by rotation and re-election at the annual general meeting of the Company at least once every three years in accordance with the articles of association of the Company.
Ms. Zhu is entitled to a director’s fee of HK$180,000 per annum, which is same as that payable to other Independent Non-executive Directors of the Company. The remuneration of Ms. Zhu has been reviewed by the Remuneration Committee of the Company and was determined by reference to her duties and responsibilities with the Company, the Company’s performance and the prevailing market conditions. The remuneration of Ms. Zhu is subject to review by the Board and the Remuneration Committee from time to time.
Save as disclosed herein, as at the date of this announcement, Ms. Zhu confirms that (i) she does not have any relationship with any Director, senior management or substantial or controlling shareholders (having the meaning ascribed to it in the GEM Listing Rules of the Company; (ii) she has not held any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years or other major appointments and professional qualifications; and (iii) she does not have any
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interest in the shares or underlying shares of the Company or any of its associated corporations which is required to be disclosed under Part XV of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong).
Save as disclosed herein, the Board is not aware of any other information in relation to Ms. Zhu that is required to be disclosed to the Company nor any other information which is required to be disclosed pursuant to rules 17.50(2)(h) to (v) of the GEM Listing Rules or any other matter that needs to be brought to the attention of the shareholders of the Company in relation to Ms. Zhu’s appointment.
Ms. Jiang Ying
Ms. Jiang, aged 33, was appointed as an Independent Non-executive Director of the Company with effect from 11 December 2020. She has several years’ experience in corporate governance. Since January 2019, Ms. Jiang has served as the company secretarial manager of Long Well International Holdings Limited (Stock Code: 850), a company listed on the Main Board of the Stock Exchange. Ms. Jiang held management positions at several companies in the past, including CEO secretary of CMBC Capital Holdings Limited (Stock Code: 1141) (formerly known as Skyway Securities Group Limited), a company listed on the Main Board of the Stock Exchange; business developer and IT manager of Carlton Mansfield Limited.
Ms. Jiang holds a bachelor’s degree in advertising from Communication University of China and a master’s degree in new media from The Chinese University of Hong Kong. Ms. Jiang is pursing another master degree in professional accounting and corporate governance from City University of Hong Kong.
Ms. Jiang was identified and selected in accordance with the policy for the nomination of Directors, the nomination procedures and board diversity policy of the Company in consideration of factors including but not limited to gender, age, cultural and educational background, skills, knowledge, qualifications and experience etc.
The Board considers that Ms. Jiang has profound professional knowledge, suitable qualifications and experience of particular relevance to the principal business of the Company and its subsidiaries (the ‘‘Group’’), and together with the other independent nonexecutive Directors, would form a good mix of expertise in providing a balanced and independent perspective to the Board on the Group’s affairs. In addition, Ms. Jiang has confirmed that she has fulfilled the independence factors as stipulated in the Rule Governing the Listing of Securities on GEM of on The Stock Exchange of Hong Kong Limited (the ‘‘GEM Listing Rules’’). Accordingly, the Board considers that Ms. Jiang is independent pursuant to the guidelines on independence under the GEM Listing Rules and is a suitable candidate to be appointed as an independent non-executive Director.
Save as disclosed herein, as at the date of this announcement, Ms. Jiang confirms that (i) she does not hold any position in the Company or any of its subsidiaries nor have any relationship with any Director, senior management or substantial or controlling shareholders (having the meaning ascribed to it in the GEM Listing Rules) of the Company; (ii) she has not held any directorship in other public companies, the securities of which are listed on any securities market in Hong Kong or overseas in the past three years or other major appointments and professional qualifications; and (iii) she does not have any interest in the
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shares or underlying shares of the Company or any of its associated corporations which is required to be disclosed under Part XV of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong).
Ms. Jiang will enter into a letter of appointment with the Company under which she is appointed for a period of three years, but is subject to retirement by rotation and re-election at the annual general meeting of the Company at least once every three years in accordance with the articles of association of the Company.
Ms. Jiang is entitled to a director’s fee of HK$180,000 per annum, which is same as that payable to other Independent Non-executive Directors of the Company. The remuneration of Ms. Jiang has been reviewed by the Remuneration Committee of the Company and was determined by reference to her duties and responsibilities with the Company, the Company’s performance and the prevailing market conditions. The remuneration of Ms. Jiang is subject to review by the Board and the Remuneration Committee from time to time.
Save as disclosed herein, the Board is not aware of any other information in relation to Ms. Jiang that is required to be disclosed to the Company nor any other information which is required to be disclosed pursuant to rules 17.50(2)(h) to (v) of the GEM Listing Rules or any other matter that needs to be brought to the attention of the shareholders of the Company in relation to Ms. Jiang’s appointment.
The Board would like to take this opportunity to welcome Ms. Zhu and Ms. Jiang to join the Board.
CHANGE OF BOARD COMMITTEES MEMBERS
Following the appointment of Ms. Zhu Minli (‘‘Ms. Zhu’’) as the Independent Nonexecutive Director of the Company, Ms. Zhu has been appointed as the member of Audit Committee and Corporate Governance Committee and the chairlady of Remuneration Committee and Nomination Committee of the Company with effect from 11 December 2020; and
Following the appointment of Ms. Jiang Ying (‘‘Ms. Jiang’’) as the Independent Nonexecutive Director of the Company, Ms. Jiang has been appointed as the member of Audit Committee, Remuneration Committee, Nomination Committee and Corporate Governance Committee of the Company with effect from 11 December 2020.
By Order of the Board Million Stars Holdings Limited Zhu Yongjun Chairman and Chief Executive Officer
Hong Kong, 11 December 2020
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As at the date hereof, the Board comprises Mr. Zhu Yongjun and Ms. Tian Yuan as executive Directors; and Mr. Chen Ce, Ms. Zhu Minli and Ms. Jiang Ying as independent nonexecutive Directors.
This announcement, for which the Directors of the Company collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that to the best of their knowledge and belief the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.
This announcement will remain on the GEM website at http://www.hkgem.com on the ‘‘Latest Company Announcements’’ page for at least 7 days from the day of its publication and on the website of the Company at http://www.millionstars.hk.
- For identification purposes only
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