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 Hong Kong with limited liability)
Stock Code: 00511
CHANGES TO BOARD COMPOSITION
The Board of Directors (“Board”) of Television Broadcasts Limited (“Company”)
announces the following Changes to the Board Composition with effect from 23
April 2015.
Appointment of Mr. Thomas Hui To as a Non-executive Director
Mr. Thomas Hui To (“Mr. Hui”), aged 42, has been appointed as a Non-executive
Director of the Company with effect from 23 April 2015. Mr. Hui is the managing
director of Gravity Corporation, a company which focuses on investing and
operating in the media sector in Greater China.
Prior to joining Gravity Corporation, Mr. Hui served as an independent nonexecutive director, the chairman of the audit committee and a member of the
remuneration committee of KingSoft Corporation Limited, a leading Chinese
internet based software developer, distributor and service provider which is listed
on the Main Board of The Stock Exchange of Hong Kong Limited (“Stock
Exchange”). Before that, Mr. Hui was the president, chief operation officer and an
executive director of GigaMedia Limited, a company listed on the NASDAQ stock
market. Prior to that, Mr. Hui also served as a non-executive director of JC
Entertainment Corporation, a Korean online game company listed on the KOSDAQ
stock market. Mr. Hui was an executive director in the investment banking division
of Goldman Sachs (Asia) L.L.C., Hong Kong, where he had executed and advised
on capital markets and M&A advisory transactions in the Greater China region. He
served as an investment banker at Merrill Lynch & Co. and as a management
consultant at McKinsey & Company.
Mr. Hui holds a Master’s Degree of Engineering in Electrical Engineering from
Cornell University and a Bachelor’s Degree of Science in Electrical Engineering
from the University of Wisconsin, Madison.
1
Save as disclosed in the above paragraphs, Mr. Hui did not have any other
directorships in the past three years in public companies the securities of which are
listed on any securities market in Hong Kong and overseas.
As at the date of this announcement and within the meaning of Part XV of the
Securities and Futures Ordinance (Chapter 571, the Laws of Hong Kong) (“SFO”),
Mr. Hui does not hold any interest in the shares of the Company.
Mr. Hui does not have any relationship with any Directors, senior management, or
substantial or controlling shareholders of the Company.
The Company will set out the terms and conditions of Mr. Hui’s appointment as a
Non-executive Director of the Company in a letter of appointment.
In accordance with the articles of association of the Company (“Articles”), Mr. Hui
will hold office until the next following general meeting of the Company, and will
then be eligible for election at the meeting. Since the next annual general meeting
of the Company will be held on 20 May 2015 (“2015 AGM”) and the relevant notice,
agenda and documents had been despatched to the shareholders of the Company on
16 April 2015, the Company shall despatch a document to provide further
information in respect of Mr. Hui’s election at the 2015 AGM to its shareholders
following the publication of this announcement. Upon his successful election at the
meeting, he will be subject to retirement and re-election at every third annual
general meeting of the Company in accordance with the Articles.
In line with other Directors of the Company and subject to approval by shareholders
at the 2015 AGM, a Director’s fee of HK$220,000 per annum, which was
recommended by the Remuneration Committee and determined by the Board, will
be paid to Mr. Hui as a Director. The fee is payable on a pro rata basis by reference
to the length of his service as a Director of the Company.
Save as the information disclosed above, there is no other matter in relation to the
appointment of Mr. Hui as a Non-executive Director of the Company which needs
to be brought to the attention of the shareholders of the Company, and there is no
other information which needs to be disclosed pursuant to any requirements set out
in Rule 13.51(2) of the Rules Governing the Listing of Securities on the Stock
Exchange (“Listing Rules”).
The Board would like to warmly welcome Mr. Hui as its new member.
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Resignation of Madam Cher Wang Hsiueh Hong as a Non-executive Director
and Cessation of Mr. Harvey Chang Hsiao Wei as Madam Wang’s Alternate
Director
Madam Cher Wang Hsiueh Hong (“Madam Wang”) has resigned as a Nonexecutive Director of the Company with effect from 23 April 2015 due to
increasingly heavy commitment in her other businesses. Following the resignation
of Madam Wang, Mr. Harvey Chang Hsiao Wei (“Mr. Chang”) also ceased to act
as her Alternate Director on the same day.
In compliance with the requirements of the Listing Rules, Madam Wang has
confirmed that she has no disagreement with the Board, and that she is not aware
of any matter relating to her resignation that needs to be brought to the attention of
the shareholders of the Company. Mr. Chang has also confirmed that he has no
disagreement with the Board, and that he is not aware of any matter relating to his
cessation to act as Alternate Director to Madam Wang that needs to be brought to
the attention of the shareholders of the Company.
The Board would like to express its profound gratitude to Madam Wang for her
wise counsel and guidance to the Board during her tenure of service.
Appointment of Mr. Harvey Chang Hsiao Wei as an Alternate Director to Mr.
Chen Wen Chi, a Non-executive Director
Mr. Harvey Chang Hsiao Wei, aged 63, has been appointed as an Alternate Director
to Mr. Chen Wei Chi (“Mr. Chen”), a Non-executive Director of the Company with
effect from 23 April 2015. Mr. Chang was an Alternate Director to Madam Wang
between 3 February 2012 and 22 April 2015. Mr. Chang holds directorships in
certain subsidiaries of the Company in Taiwan. Mr. Chang is a director of CX
Technology Corp. and Lite-On Technology Corp., both are listed companies in
Taiwan, and Phu Hung Securities Corp., a company listed in Vietnam. He was
president and CEO of Taiwan Mobile Co., Ltd., a listed company in Taiwan, from
2003 till December 2010, vice chairman of Taiwan Fixed Network Co., Ltd., which
is a subsidiary of Taiwan Mobile Co., Ltd. He was the chairman of Taiwan Fund,
Inc., a listed company on the New York Stock Exchange, from 2005 to January
2012.
Mr. Chang received his MBA from the Wharton School, University of Pennsylvania
in 1977; and B.S. degree from the National Taiwan University in 1973. He was
elected to be an Eisenhower Fellow in 2002.
3
Save as disclosed in the above paragraphs, Mr. Chang did not have any other
directorships in the past three years in public companies the securities of which are
listed on any securities market in Hong Kong and overseas.
As at the date of this announcement and within the meaning of Part XV of the SFO,
Mr. Chang does not hold any interest in the shares of the Company.
Save as acting as an Alternate Director to Mr. Chen, Mr. Chang does not have any
relationship with any Directors, senior management, or substantial or controlling
shareholders of the Company.
There is no director’s service contract between Mr. Chang and the Company with
respect to his appointment as Alternate Director to Mr. Chen. As an Alternate
Director to Mr. Chen, Mr. Chang will not receive any remuneration from the
Company.
Save as the information disclosed above, there is no other matter in relation to the
appointment of Mr. Chang as an Alternate Director to Mr. Chen which needs to be
brought to the attention of the shareholders of the Company, and there is no other
information which needs to be disclosed pursuant to any requirements set out in
Rule 13.51(2) of the Listing Rules.
By Order of the Board
Adrian MAK Yau Kee
Company Secretary
Hong Kong, 23 April 2015
4
As at the date of this announcement, the Board of the Company comprises:
Chairman and Non-executive Director
Dr. Charles CHAN Kwok Keung
Executive Directors
Mark LEE Po On Group Chief Executive Officer
CHEONG Shin Keong General Manager
Non-executive Directors
Mona FONG
Jonathan Milton NELSON
Anthony LEE Hsien Pin
CHEN Wen Chi
Thomas HUI To
Independent Non-executive Directors
Dr. Raymond OR Ching Fai SBS, JP
Dr. William LO Wing Yan JP
Professor Caroline WANG Chia-Ling
Dr. Allan ZEMAN GBM, JP
Alternate Directors
Dr. Allan YAP Alternate Director to Dr. Charles CHAN Kwok Keung
Harvey CHANG Hsiao Wei Alternate Director to CHEN Wen Chi
Jessica Huang POULEUR Alternate Director to Jonathan Milton NELSON
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