By 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.
(Incorporated in Bermuda with limited liability)
(Stock code: 00336) CHANGE IN DIRECTORS AND PROPOSED AMENDMENTS TO THE BYE-LAWS Change in Directors
The Board proposes to appoint (1) Dr. DING Ningning as independent non-executive Director and a member of each of the audit committee and nomination committee; and (2) Mr. WU Chi Keung as independent non-executive Director and a member of each of the audit committee and remuneration committee of the Company. The proposed appointments are subject to approval by Shareholders by way of passing ordinary resolutions to be proposed at the 2013 AGM.
The Board announces that Dr. JIN Lizuo, who has joined the Company since 19 August
2011, due to his personal commitment has decided to retire from his position of independent non-executive Director and a member of each of the audit committee and nomination committee of the Company after the conclusion of the 2013 AGM.
The Board proposes to amend the Bye-laws and to adopt an amended and restated Bye-laws consolidating the proposed amendments and all previous amendments made. The proposed amendments to the Bye-laws will principally reflect certain amendments to the Listing Rules and Companies Act and other housekeeping amendments. The proposed amendments to the Bye-laws are subject to approval by Shareholders by way of passing special resolutions to be proposed at the 2013 AGM.
A circular containing, among other things, further information in relation to the proposed appointments of Directors and the proposed amendments to the Bye-laws, and a notice to convene the 2013 AGM will be dispatched to the Shareholders as soon as practicable.
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The Board proposes to appoint (1) Dr. DING Ningning as independent non-executive Director and a member of each of the audit committee and nomination committee; and (2) Mr. WU Chi Keung as independent non-executive Director and a member of each of the audit committee and remuneration committee of the Company. The proposed appointments are subject to approval by Shareholders by way of passing ordinary resolutions to be proposed at the 2013 AGM.
Proposed appointments of independent non-executive DirectorsDr. DING Ningning
Dr. DING Ningning ("Dr. DING"), aged 66. Dr. DING is currently a researcher of the Social Development Research Department of the Development Research Center ("DRC") of the State Council of the PRC, a director of the China Development Research Foundation, an executive director of the China Energy Research Society and an executive director of the China International Association for Urban and Rural Development. Dr. DING has been conducting research at the DRC for 31 years since 1982, and was the director of the Enterprise Economic Research Department of the DRC from 1993 to 1998 and the director of the Social Development Research Department of the DRC from 1998 to 2008. He was a member of the Listed Company Supervisory Committee of China Securities Regulatory Commission. Dr. DING graduated from Tsinghua University with a bachelor's degree in electrical engineering, and graduated from the Party School of the Central Committee of the Communist Party of China in its first doctorate course in economics. Dr. DING studied and conducted research on the British economic history at the Centre of Chinese Study of Oxford University, England, and has substantial experience in the area of economic research. Dr. DING is currently an independent non-executive director of PICC Property and Casualty Company Limited (stock code: 02328).
Mr. WU Chi Keung
Mr. WU Chi Keung ("Mr. WU"), aged 56. Mr. WU is a fellow of the Association of Chartered Certified Accountants in the United Kingdom and an associate of the Hong Kong Institute of Certified Public Accountants. Mr. WU has over 30 years of experience in financial audit, corporate restructuring and merger and acquisitions. He was a partner of Deloitte Touche Tohmatsu until he retired in 2008. Mr. WU is currently an independent non-executive director of China Medical System Holdings Limited (stock code: 00867), China Renji Medical Group Limited (stock code:
00648), Jinchuan Group International Resources Co., Ltd. (stock code: 02362), GreaterChina Professional Services Limited (stock code: 08193) and Zhong Fa Zhan Holdings Limited (formerly known as "Noble Jewelry Holdings Limited") (stock code: 00475). Mr. WU ceased to serve as an independent non-executive director of JF Household Furnishings Limited in October 2012 (stock code: 00776).
Save as disclosed above and as at the date of this announcement, both of Dr. DING and Mr. WU confirmed that each of them does not have any directorship with company listed in any recognized stock exchange in the last three years and each of Dr. DING and Mr. WU does not have any relationship with any other director, senior management or substantial shareholder (as defined in the Listing Rules) or controlling shareholder (as defined in the Listing Rules) of the Company. Each of Dr. DING and Mr. WU does not have any interests in the shares of the Company within the meaning of Part XV of the SFO and does not hold any other position with the Company and/or any of its subsidiaries.
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Pursuant to the director's service contract proposed to be entered into between the Company and each of Dr. DING and Mr. WU, the amount of director's fee for each of Dr. DING and Mr. WU is HK$240,000 per annum. The appointment of each of Dr. DING and Mr. WU is subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Company's Bye-laws. The emolument for each of Dr. DING and Mr. WU will be determined by the Board from time to time with reference to their duties and responsibility with the Company, the market benchmark and performance of the Group, subject to approval by Shareholders at annual general meeting.
To the best knowledge, information and belief of the Board, and as confirmed by each of Dr. DING and Mr. WU, save as disclosed in this announcement, there is no information required to be disclosed pursuant to any of the requirements of rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the Shareholders of the Company in relation to the proposed appointments of Dr. DING as an independent non-executive Director and a member of each of the audit committee and nomination committee and Mr. WU as an independent non-executive Director and a member of each of the audit committee and remuneration committee of the Company.
The Board announces that Dr. JIN Lizuo ("Dr. JIN"), an independent non-executive Director and a member of each of the audit committee and nomination committee of the Company, will retire by rotation at the 2013 AGM of the Company and therefore will not offer himself for re-election at the
2013 AGM.
Dr. JIN has been an independent non-executive Director of the Company since 19 August 2011. Due to his personal commitment, Dr. JIN has decided to retire from his position of independent non-executive Director and a member of each of the audit committee and nomination committee of the Company after the conclusion of the 2013 AGM.
Dr. JIN has confirmed that he has no disagreement with the Board and there is no matter relating to his retirement that needs to be brought to the attention of the Shareholders of the Company.
The Board would like to express its sincere gratitude to Dr. JIN for his contributions to the
Company during his tenure of office.
The Board proposes to amend the Bye-laws and to adopt an amended and restated Bye-laws consolidating the proposed amendments and all previous amendments made. The proposed amendments to the Bye-laws will principally reflect certain amendments to the Listing Rules and Companies Act and other housekeeping amendments. The proposed amendments to the Bye-laws are subject to approval by Shareholders by way of passing special resolutions to be proposed at the
2013 AGM.
The principal proposed amendments to the Bye-laws include:
(a) to reflect the requirements of the applicable code provisions in the Corporate Governance Code set out in Appendix 14 of the Listing Rules regarding the length of notice for general meetings;
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(b) to provide for all resolutions at general meetings of the Company to be decided by poll (other than resolutions that relate purely to a procedural or administrative matter) as required by the Listing Rules;
(c) to allow the public to inspect the register of members of the Company without charge;
(d) to require a physical board meeting in lieu of written resolutions where a Director or substantial Shareholder has a conflict of interest in a matter to be considered by the Board which the Board has determined to be material;
(e) to exclude a Director from voting (and forming part of the quorum) on any resolutions at board meetings in respect of any proposal concerning another company in which such Director or his associate (as defined in the Listing Rules) are interested as a shareholder notwithstanding that such interest is less than 5% of the issued shares of any class of shares or the voting rights of such company;
(f) to seek to align with the change in the Companies Act regarding the dividend payment requirement that no dividend shall be paid or distribution made out of contributed surplus if to do so would render the Company unable to pay its liabilities as they become due or the realisable value of its assets would thereby become less than its liabilities; and
(g) other housekeeping amendments to seek to align with the wording of the Listing Rules.
A circular containing, among other things, further information in relation to the proposed appointments of Directors and the proposed amendments to the Bye-laws, and a notice to convene the 2013 AGM will be dispatched to the Shareholders as soon as practicable.
In this announcement, the following expressions shall have the following meanings unless the context otherwise requires:
"2013 AGM" the forthcoming annual general meeting of the Company, which is scheduled to be held on 8 August 2013
"Board" the board of directors of the Company
"Bye-laws" the bye-laws of the Company, as amended, supplemented or modified from time to time
"Company" Huabao International Holdings Limited, a company incorporated in Bermuda with limited liability, the shares of which are listed on the Stock Exchange
"Companies Act" the Companies Act 1981 of the laws of Bermuda, as amended, supplemented or modified from time to time
"Director(s)" the director(s) of the Company
"HK$" Hong Kong dollars
"Hong Kong" the Hong Kong Special Administrative Region of the PRC
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"Listing Rules" the Rules Governing the Listing of Securities on the Stock Exchange
"PRC" or "China" the People's Republic of China
"SFO" the Securities and Futures Ordinance, Chapter 571 of laws of Hong Kong
"Shareholder(s)" holder(s) of Shares
"Shares" ordinary shares of HK$0.10 each in the capital of the Company
"Stock Exchange" The Stock Exchange of Hong Kong Limited
By Order of the Board
Executive Director
Hong Kong, 18 June 2013
As at the date of this announcement, the Board comprises five executive directors, namely Ms. CHU Lam Yiu (Chairman and CEO), Messrs. POON Chiu Kwok, WANG Guang Yu, XIA Li Qun, XIONG Qing and three independent non-executive directors, namely Dr. JIN Lizuo, Mr. LEE Luk Shiu and Ms. MA Yun Yan.
* For identification purposes only
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