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. Seamless Green China (Holdings) Limited 無 縫 綠 色 中 國( 集 團 )有 限 公 司 (Incorporated in the Cayman Islands and re-domiciled and continued in Bermuda with limited liability) (Stock Code: 8150) REDESIGNATION OF DIRECTOR AND APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR The Board announces that Mr. Thomas Ng has been redesignated from an independent nonexecutive Director to an executive Director with effect from 13 November 2014 and Mr. Steve Ng has been appointed as an independent non-executive Director and a member of the audit committee, nomination committee and remuneration committee with effect from 13 November 2014. REDESIGNATION OF DIRECTOR The board (the “Board”) of directors (the “Director(s)”) of Seamless Green China (Holdings) Limited (the “Company” and its subsidiaries, collectively the “Group”) announces that Mr. Thomas Ng Cheng Kiong (“Mr. Thomas Ng”) has been redesignated from an independent nonexecutive director of the Company to an executive director of the Company with effect from 13 November 2014. Mr. Thomas Ng, aged 39, obtained a Master of Business in Finance from University of Technology Sydney and a Bachelor of Business from Monash University, Melbourne Australia. Mr. Ng has extensive experience in investment and origination in private financing and equity investment, particularly in trading and investment in credits and derivatives, local rates (Asian government bonds in local currencies), FX, futures, options (including US Treasury, Indices, commodities). –1– Save as disclosed above, Mr. Thomas Ng does not have any relationship with any Directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company within the meaning of the Rules Governing the Listing of Securities on the Growth Enterprise Market (“GEM Listing Rules”) and does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (“SFO”) as at the date of this announcement. Mr. Thomas Ng has entered into a letter of appointment with the Company with effect from 13 November 2014. Mr. Thomas Ng will hold office until the next following general meeting of the Company at which he will be eligible for re-election. Thereafter, he will be 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 emoluments of Mr. Thomas Ng will be determined and subject to review by the remuneration committee from time to time with reference to his duties and responsibilities with the Company and the prevailing market rates. Further disclosure will be made upon the fixing of the emoluments of Mr. Thomas Ng by the Company. Save as disclosed above, the Board is not aware of any information in relation to the appointment of Mr. Thomas Ng that required to be disclosed pursuant to any of the requirements of Rules 17.50(2)(h) to (v) of the GEM Listing Rules, nor is there any other matters that ought to be brought to the attention of the Shareholders. APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR The Board further announces that Mr. Ng Yu Ho, Steve (“Mr. Steve Ng”) has been appointed as an independent non-executive Director and a member of the audit committee, nomination committee and remuneration committee with effect from 13 November 2014. Mr. Steve Ng, age 36, was graduated in the Hong Kong Polytechnic University with a Bachelor degree in Accountancy. He worked in PricewaterhouseCoopers Hong Kong for 9 years. He has extensive experience in auditing and with in-depth knowledge of auditing and accounting standards. The clients he served included both private and public companies and across different industries including construction and property development, manufacturing, retailing, pharmaceutical and services industries. Save as disclosed above, Mr. Steve Ng did not hold any directorships in any other listed public companies in Hong Kong or overseas during the past three years and he does not hold any other position with the Company or other members of the Group. Mr. Steve Ng does not have any relationship with any Directors, senior management, management shareholders, substantial shareholders or controlling shareholders of the Company within the meaning of the GEM Listing Rules and does not have any interests in the shares of the Company within the meaning of Part XV of the SFO as at the date of this announcement. –2– Mr. Steve Ng has entered into a letter of appointment with the Company with effect from 13 November 2014. Mr. Steve Ng will hold office until the next following general meeting of the Company at which he will be eligible for re-election. Thereafter, he will be 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 emoluments of Mr. Steve Ng will be determined and subject to review by the remuneration committee from time to time with reference to his duties and responsibilities with the Company and the prevailing market rates. Further disclosure will be made upon the fixing of the emoluments of Mr. Steve Ng by the Company. Save as disclosed above, the Board is not aware of any information in relation to the appointment of Mr. Steve Ng that required to be disclosed pursuant to any of the requirements of Rules 17.50(2)(h) to (v) of the GEM Listing Rules, nor is there any other matters that ought to be brought to the attention of the Shareholders. By order of the Board Seamless Green China (Holdings) Limited Leung Po Yee Executive Director Hong Kong, 14 November 2014 As at the date of this announcement, the Board comprises: Executive Directors Mr. Wong Kin Hong (Chairman) Mr. Huang Yonghua Mr. Wong Tat Wa Ms. Leung Po Yee Mr. Leung Hoi Mr. Thomas Ng Cheng Kiong Independent Non-executive Directors Mr. Yan Guoniu Mr. Tang Rong Gang Mr. Ou Wei An. Mr. Ng Yu Ho, Steve –3– This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules 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 “Latest Company Announcement” page of the GEM website at www.hkgem.com for at least 7 days from the date of this posting and on the website of the Company at http://www.victoryhousefp.com/lchp/8150.html. –4–
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