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.

Crown International Corporation Limited

(Incorporated in Hong Kong with limited liability)

(Stock code: 727)

APPOINTMENT OF

INDEPENDENT NON-EXECUTIVE DIRECTOR

The board (the "Board") of directors (the "Directors") of Crown International Corporation Limited (the "Company", together with its subsidiaries, the "Group") is pleased to announce that Mr. Wong Siu Hung, Patrick ("Mr. Wong") has been appointed as an independent non-executive Director, a member of each of the audit committee and remuneration, quality and nomination committee of the Company with effect from 3 March 2021.

Mr. Wong, aged 65, has over 40 years of working experience in banking, finance, commodity trading and project development. He is currently an executive director and chief operating officer and authorised representative of Daisho Microline Holdings Limited (Stock Code: 567) and a non-executive director and authorised representative of Huscoke Holdings Limited (Stock Code:704) ("Huscoke"), the shares of these companies are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the "Stock Exchange"). He was an executive director of Huscoke between November 2016 and April 2018 and was re-designated as a non-executive director of Huscoke in April 2018. Mr. Wong was an executive director of Winto Group (Holdings) Limited (Stock Code: 8238), a company listed on the GEM of the Stock Exchange (stock code: 8238) between April 2019 and November 2019 and Titan Petrochemicals Holdings Limited (Stock Code: 1192) ("Titan Petrochemicals"), a company listed on the Main Board of the Stock Exchange between 2008 and 2015.

Mr. Wong is an associate member of Chartered Institute of Bankers, United Kingdom (now renamed as The London Institute of Banking & Finance), fellow member of the Hong Kong Institute of Directors since 1 April 2017 and member of The Institute of Management Consultants Hong Kong since 1 August of the same year and qualified as Certified Management Consultant. Mr. Wong holds a Master's degree in Applied Finance from Macquarie University, Australia and completed the Executive Diploma in Management Consulting from The Hong Kong Polytechnic University on 12 October 2017.

The Listing Committee of the Stock Exchange (the "Listing Committee") censured Mr. Wong, who was then an executive director of Titan Petrochemicals, for breaches of his obligations (the "Breaches") to use his best endeavours to procure Titan Petrochemicals' compliance with Rules 13.09 and 14.36 of the Rules Governing the Listing of Securities on the Stock Exchange (the "Listing Rules") on 26 May 2014 (the "Censure"). The Listing Committee directed Mr. Wong to attend 24 hours of training on Listing Rule compliance, director's duties and corporate governance matters together with 4 hours on the Rule 13.09 compliance and inside information disclosure (under the Securities and Futures Ordinance) effective 1 January 2013 provided by the Hong Kong Institute of Chartered Secretaries, the Hong Kong Institute of Directors or other course providers approved by the Listing Division (altogether 28 hours, the "Training"). Mr. Wong completed the Training on 9 July 2014 in accordance with the above direction. For details of the Censure, please refer to the regulatory announcement of the Stock Exchange dated 26 May 2014 (the "Regulatory

Announcement").

The remuneration, quality and nomination committee of the Company (the "RQN Committee") and the Board have reviewed and assessed the Censure and consider that notwithstanding the Censure, Mr. Wong is still suitable to act as a director under Rules 3.08 and 3.09 of the Listing Rules, for the reasons set out below:

  • (1) Mr. Wong has extensive experience in banking, finance, commodity trading and project development. The Board considers that Mr. Wong would be a valuable addition to the Board and his experience can bring valuable insight and contribution to the Group;

  • (2) the Breaches did not involve any dishonest or fraudulent conduct of Mr. Wong, nor any integrity issue of Mr. Wong;

  • (3) the Breaches happened many years ago and the Censure was the first time Mr. Wong was being found in breach of the Listing Rules and Mr. Wong has not been found in breach of the Listing Rules since the Censure; and

(4) Mr. Wong has undergone and completed the Training on, among others, Listing Rules compliance, director's duties and corporate governance matters in accordance with the direction of the Listing Committee as disclosed in the announcement of Titan Petrochemicals dated 23 July 2014. Mr. Wong confirmed that he has completed the required Training.

On the above basis, each of the RQN Committee and the Board are of the view that notwithstanding the Censure, Mr. Wong has the character, experience and integrity and is able to demonstrate a standard of competence and meet the required levels of skill, care and diligence to discharge his fiduciary duties as Director as required under Rules 3.08 and 3.09 of the Listing Rules.

Mr. Wong has entered into a letter of appointment with the Company for an initial term of one year commencing on 3 March 2021 which shall be renewed automatically for consecutive periods of one year each subject to termination by either party with one month's written notice. He shall be subject to retirement at the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting. He shall also be subject to retirement by rotation at least once every three years at the annual general meetings of the Company since his last re-election pursuant to articles of association of the Company. He will be entitled to a director's fee of HK$200,000 per annum.

Save as disclosed herein, as at the date of this announcement, (i) Mr. Wong 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 (the "Shareholder(s)") of the Company; (ii) Mr. Wong 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) Mr. Wong does not have, and is not deemed to have, any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations which is required to be disclosed under Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong).

Save as disclosed herein, there is no information relating to the appointment of Mr. Wong that needs to be brought to the attention to the Shareholders nor is there any information relating to Mr. Wong that is required to be disclosed pursuant to Rules 13.51(2)(h) to (2)(v) of the Rules Governing the Listing of Securities of the Stock Exchange.

By Order of the Board

Crown International Corporation Limited

Hung Man

Chairman

Hong Kong, 3 March 2021

As at the date of this announcement, the Board comprises four executive Directors, namely Ms. HUNG Man, Mr. LI Yong Jun, Mr. LIU Hong Shen and Mr. MENG Jin Long; and four independent non-executive Directors, namely Mr. LONG Tao, Mr. REN Guo Hua, Mr. CHEN Fang, Mr. WONG Siu Hung, Patrick.

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Crown International Corp. Ltd. published this content on 03 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 03 March 2021 13:33:01 UTC.