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Wison Engineering Services Co. Ltd. Board/Management Information 2015

Mar 30, 2015

50467_rns_2015-03-30_2a300946-42fd-4238-86bd-72a981486c0e.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.

WISON ENGINEERING SERVICES CO. LTD. 惠 生 工 程 技 術 服 務 有 限 公 司

(Incorporated in the Cayman Islands with limited liability) (Stock Code: 2236)

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board of directors (the ‘‘Board’’) of Wison Engineering Services Co. Ltd. (the ‘‘Company) is pleased to announce that Mr. Lawrence Lee (‘‘Mr. Lee’’) has been appointed as an independent non-executive director of the Company, chairman of the Audit Committee of the Board (the ‘‘Audit Committee’’), a member of the Nomination Committee of the Board (the ‘‘Nomination Committee’’) and a member of the Remuneration Committee of the Board (the ‘‘Remuneration Committee’’), with effect from March 30, 2015.

Mr. Lawrence Lee (李磊), age 50, joined our Company as an independent non-executive director on March 30, 2015. Mr. Lee is an executive director of Kasen International Holdings Limited, a company listed on The Stock Exchange of Hong Kong Limited and was vice president and Chief Financial Officer of Kasen International Holdings Limited from August 2004 to September 2007. Mr. Lee also held other senior finance positions during his career of over 20 years, serving as Chief Financial Officer at Synutra International, Inc., a company listed on NASDAQ from October 2007 to October 2009; as Chief Financial Officer at Eagle Brand Holdings Limited, a company listed on the Singapore Stock Exchange from July 2001 to April 2004; and as a financial controller at the Korean division of Exel Plc in the United Kingdom between January 1999 to July 2001. Mr. Lee has also worked as independent advisors to several companies in China on corporate finance and strategy. Mr. Lee received a Bachelor’s degree in Management and Engineering from the Beijing Institute of Technology in 1984. Mr. Lee also obtained a Master degree in Economics from the Renmin University in 1987 and a Master’s degree in Accounting and Finance from the London School of Economics in 1992. He is also a fellow member of the Association of Chartered Certified Accountants.

Save as disclosed above, Mr. Lawrence Lee has not held any other directorships in other listed public companies in the past three years and he does not hold any position with the Company or any of its affiliates, and does not have any relationships with any directors, senior management, substantial shareholders or controlling shareholders of the Company.

Mr. Lee has entered into a letter of appointment (the ‘‘Letter of Appointment’’) with the Company for a term of three years commencing from March 30, 2015 unless terminated by three months’ written notice or in certain circumstances in accordance with the terms of the

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Letter of Appointment. Notwithstanding the above, according to the articles of association of the Company (the ‘‘Articles’’), Mr. Lee will hold office until the forthcoming annual general meeting of the Company and shall be eligible for re-election. Thereafter, Mr. Lee shall retire and shall be eligible for re-election at least once every three years in accordance with the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the ‘‘Listing Rules’’) and the Articles.

According to the Letter of Appointment, Mr. Lee is entitled to a director’s fee of HK$240,000 per annum, which is payable on a time pro-rata basis for any non-full year’s services. The remuneration of Mr. Lee is determined with reference to his duties, responsibilities and experience, and the prevailing market conditions.

As at the date of this announcement, Mr. Lee does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (the ‘‘SFO’’).

Following Mr. Lee’s appointment, with effect from March 30, 2015, the Company has satisfied the following requirements under the Listing Rules that:

  • (1) there are three independent non-executive directors of the Company, at least one of whom must have appropriate professional qualifications or accounting or related financial management expertise and that the number of independent non-executive directors of the Company represent at least one-third of the Board, as required under Rule 3.10 and Rule 3.10A of the Listing Rules; and

  • (2) the Audit Committee comprises three independent non-executive directors of the Company, at least one of whom has appropriate professional qualifications or accounting or related financial management expertise, and the Audit Committee is chaired by an independent non-executive director of the Company, as required under Rule 3.21 of the Listing Rules.

Save as disclosed above, there is no other information required to be disclosed pursuant to any of the requirements of Rule 13.51(2) of the Listing Rules and there are no other matters relating to the appointment of Mr. Lee that need to be brought to the attention of the shareholders of the Company.

By Order of the Board Wison Engineering Services Co. Ltd. Liu Haijun Executive Director

Hong Kong, March 30, 2015

As at the date of this announcement, the executive Directors of the Company are Mr. Hua Bangsong, Mr. Liu Haijun, Mr. Zhou Hongliang and Mr. Cui Ying and the independent nonexecutive Directors are Mr. Liu Ji, Mr. Wu Jianmin and Mr. Lawrence Lee.

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