Hong Kong Exchanges and Clearing Limited and The Stock Exchange... no responsibility for the contents of this announcement, make no...

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).
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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.
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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
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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.
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