CIMC-TIANDA HOLDINGS COMPANY LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the "Stock Exchange") 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.
中國消防企業集團有限公司
(Incorporated in the Cayman Islands with limited liability)
(Stock code: 445) APPOINTMENT OF DIRECTORS; RESIGNATION OF DIRECTORS; AND CHANGE IN COMPOSITION OF THE BOARD COMMITTEE APPOINTMENT OF DIRECTORSThe Board is pleased to announce that, with effect from 29 July 2015, Mr. Li Yin Hui has been appointed as a non-executive Director and the Chairman of the Company, Mr. Zheng Zu Hua has been appointed as a non-executive Director, Mr. Luan You Jun has been appointed as an executive Director and Mr. Ho Man has been appointed as an independent non-executive Director.
RESIGNATION OF DIRECTORSThe Board also announces that each of Mr. Wang De Feng, Ms. Weng Xiu Xia and Mr. Hu Yong has tendered his resignation as an executive Director with effect from 29 July 2015 and Ms. Sun Guo Li has tendered her resignation as an independent non-executive Director with effect from 29 July 2015.
CHANGES OF COMPOSITION OF AUDIT COMMITTEE AND NOMINATION COMMITTEE
For the replacement of certain committees' members following the resignation of Ms. Sun Guo Li, Mr. Ho Man has been appointed as the members of the Audit Committee and Nomination Committee of the Company with effect from 29 July 2015.
Reference is made to (i) the joint announcement of China Fire Safety Enterprise Group Limited (the "Company") and China International Marine Containers (Group) Co., Ltd. ("CIMC") dated 27 February 2015; (ii) the circular (the "Circular") of the Company dated
28 April 2015 in relation to, among other things, the acquisition of 40% equity interest in
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Albert Ziegler GmbH ("Ziegler") involving the issue of consideration shares to CIMC Top Gear B.V. (a wholly-owned subsidiary of CIMC)(the "Acquisition"); and (iii) the joint announcement of the Company and CIMC dated 10 July 2015 in relation to the completion of the Acquisition ("Acquisition Completion"). Capitalised terms used herein have the same meanings as defined in the Circular unless otherwise specified.
APPOINTMENT OF DIRECTORS
Pursuant to the Acquisition Agreement, the Purchaser has warranted to the Vendor that (i) the Board (the "Board") of Directors (the "Director(s)") of the Company shall comprise five executive Directors and three independent non-executive Directors and (ii) the Purchaser shall procure the Board to convene a Board meeting immediately after Acquisition Completion to consider whether the candidates as nominated by the Vendor are fit and proper to act as new Directors and, if thought fit, to approve the appointment of three new Directors to be nominated by the Vendor, one of whom shall be nominated as the chairman of the Company.
On 29 July 2015, the Purchaser, the Vendor, the Company and CIMC (HK) entered into a side letter, pursuant to which the parties mutually agreed to amend the aforementioned warranty given by the Purchaser, such that the Board shall comprise three executive Directors, two non-executive Directors and three independent non-executive Directors, and that the Vendor has the right to nominate one executive Director and two non-executive Director, one of whom shall be nominated as the chairman of the Company ("Purchaser's Warranty"). Save as disclosed, all the terms and conditions of the Acquisition Agreement remains unchanged and in full force.
After consideration by the nomination committee of the Company and the Board, it is considered that the knowledge and experience of the three candidates nominated by the Vendor, namely, Mr. Li Yin Hui ("Mr. Li"), Mr. Zheng Zu Hua ("Mr. Zheng") and Mr. Luan You Jun ("Mr. Luan") will contribute to the future development of the Company.
The Board is pleased to announce that, with effect from 29 July 2015, Mr. Li has been appointed as a non-executive Director and the Chairman of the Company, Mr. Zheng has been appointed as a non-executive Director and Mr. Luan has been appointed as an executive Director. The Board is also pleased to announce that Mr. Ho Man has been appointed as an independent non-executive Director with effect from 29 July 2015. Following the appointment of Mr. Li as the Chairman of the Company, Mr. Jiang Xiong ("Mr. Jiang Xiong"), an existing executive Director, has been re-designated as the Honorary Chairman of the Company with effect from 29 July 2015.
The biographical details of the new Directors are set out in the paragraphs below:
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Non-executive Directors
Mr. Li Yin Hui
Mr. Li, aged 47, is (i) the vice-president of CIMC Group; (ii) the chairman of C&C Trucks Co., Ltd. and Y&C Engine Co., Ltd.; (iii) the chairman of the supervisory board of Ziegler; and (iv) a non-executive director of Pteris Global Limited (stock code: UD3) ("Pteris"), being a company whose issued shares are listed on the Singapore Exchange. Mr. Li has been working for CIMC for over 10 years and has extensive experience in managing large-scale enterprises. Mr. Li obtained a Bachelor 's degree in Arts (History) and a Doctorate degree in World Economy from the Jilin University in 1991 and 2001 respectively. In addition, he obtained a Master 's degree in Business Administration from the Nanjing University in 1997.
As at the date of this announcement, Mr. Li has not entered into any service agreement with the Company.
Mr. Zheng, aged 52, is (i) a member of the execution board and the general manager of the airport sector management committee of CIMC; (ii) an executive director and the Chief Executive Officer of Pteris; (iii) the vice chairman of the supervisory board of Ziegler; (iv) the chairman of Shenzhen CIMC-Tianda Airport Support Ltd. ("CIMC-Tianda"), one of the world's biggest manufacturers of passengers boarding bridge, and that of a number of other enterprises in CIMC's airport sector. Mr. Zheng has been working for CIMC for over 25 years. He has over 30 years' experience in the field of engineering and machinery manufacturing. Mr. Zheng obtained a Bachelor 's degree in Engineering from the Huazhong University of Science and Technology in 1983 and a Master 's degree in Mechanical Engineering from the Southwest Jiaotong University in 1987. In addition, he obtained a Master 's degree in Business Administration from the Guanghua School of Management of the Peking University in 2002.
As at the date of this announcement, Mr. Zheng has not entered into any service agreement with the Company.
Executive Director
Mr. Luan You Jun
Mr. Luan, aged 51, is (i) the chairman and the chief executive officer of Ziegler; (ii) the chairman of Xinfa Airport Equipment Ltd.; and (iii) the vice chairman of CIMC-Tianda. Mr. Luan has been working for CIMC for over 20 years and has extensive experience in managing machinery manufacturing businesses. Mr. Luan obtained a Bachelor 's degree and a Master 's degree in Mechanical Engineering from the Dalian University of Technology in
1986 and 1989 respectively. Besides, he obtained an Executive Master 's degree in Business
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Administration from the Tsinghua University in 2006.
As at the date of this announcement, Mr. Luan has not entered into any service agreement with the Company.
Independent non-executive Director
Mr. Ho Man
Mr. Ho, aged 45, is the managing director of an independent private investment holding company which specializes in selected, high value added areas for investment. He has over
17 years of experience in private equity and financial industry. Mr. Ho joined CLSA Capital Partners (HK) Limited in August 1997 and was the managing director, head of China Growth and Expansion Capital, when he left in October 2009. He joined a HK based investment manager in 2010 and left in 2013. Mr. Ho holds an EMBA from Tsinghua University and a Master of Science degree in Finance from the London Business School. He is a Chartered Financial Analyst and Certified Public Accountant. Other than his directorship in the Company, Mr. Ho currently also serves as an independent non-executive director of Fantasia Holdings Group Co., Ltd. (stock code: 1777) and Fu Shou Yuan International Group Limited (stock code: 1448), the issued shares of each of them are listed on the Stock Exchange. He is also an independent non-executive director of Shenzhen Form Syntron Information Company Limited (stock code: 300468), the issued shares of which are listed on the ChiNext of the Shenzhen Stock Exchange.
As at the date of this announcement, Mr. Ho has not entered into any service agreement or letter of appointment with the Company. The director 's emoluments of Mr. Ho, which are determined based on the estimated time to be spent by Mr. Ho on the Company's matters, are HK$180,000 per annum. Mr. Ho has confirmed his independency pursuant to Rule 3.13 of the Listing Rules.
Pursuant to the articles of association of the Company, each of the new Directors shall hold office until the next following annual general meeting of the Company and shall then be eligible for re-election at that meeting. Thereafter the new Directors (other than the chairman of the Board whilst holding such office) will be subject to retirement at an annual general meeting by rotation at least once every three years and will be eligible for re-election in accordance with the articles of association of the Company.
Save as disclosed above, each of Mr. Luan, Mr. Li, Mr. Zheng and Mr. Ho confirms that he does not have any interest in the Shares or underlying Shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) (the "SFO") or hold any directorship in the last three years in other public companies the securities of which are listed on any securities market in Hong Kong or
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overseas or any other major appointments or qualifications as at the date of this announcement. Apart from being employees of CIMC, the controlling shareholder of the Company, each of Mr. Luan, Mr. Li and Mr. Zheng further confirms that he does not have any relationship with any Directors, senior management, substantial or controlling Shareholders of the Company as at the date of this announcement. Mr. Ho also confirms that he does not have any relationship with any Directors, senior management, substantial or controlling Shareholders of the Company as at the date of this announcement.
Save as disclosed herein, each of the new Directors confirms that there are no other matters or information that needs to be brought to the attention of the Shareholders nor is there any information that is required to be disclosed by the Company pursuant to any of the requirements under Rule 13.51(2) of the Listing Rules.
The new Directors will enter into service agreements or letter of appointment (as the case may be) with the Company in due course, further details of the service agreements, including details of remuneration and length of the service agreements, will be announced by the Company as and when appropriate.
The Board would like to extend a warm welcome to Mr. Luan, Mr. Li, Mr. Zheng and Mr. Ho in joining the Board.
The Board would like to announce that, with effect from 29 July 2015, in order to fulfil the Purchaser 's Warranty as specified above, Mr. Hu Yong ("Mr. Hu"), Mr. Wang De Feng ("Mr. Wang") and Ms. Weng Xiu Xia ("Ms. Weng") resigned as executive Directors. Mr. Hu, Mr. Wang and Ms. Weng have confirmed that they have no disagreement with the Board and there is no matter in relation to their resignations that they considered should be brought to the attention of the Shareholders.
Further, with effect from 29 July 2015, Ms. Sun Guo Li ("Ms. Sun") resigned as an independent non-executive Director because she wants to devote more time to her other job engagements. Ms. Sun has confirmed that she has no disagreement with the Board and there is no matter in relation to her resignation that she considered should be brought to the attention of the Shareholders.
The Board would like to take this opportunity to thank Mr. Hu, Mr. Wang, Ms. Weng and Ms. Sun for their contributions to the Company during their tenure of office. Mr. Hu and Mr. Wang will continue to work for Sichuan Morita Fire Appliances Co., Ltd., a subsidiary of the Company, as the general manager and the president respectively, after their resignation as
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executive Directors.
CHANGES OF COMPOSITION OF AUDIT COMMITTEE AND NOMINATION COMMITTEE
For the replacement of certain committees' members following the resignation of Ms. Sun, Mr. Ho has been appointed as the members of the Audit Committee and the Nomination Committee of the Company. With effect from 29 July 2015, the members of the Audit Committee and Nomination Committee of the Company will be as follows:
1. Audit Committee, comprising Dr. Loke Yu (Chairman), Mr. Heng Ja Wei and Mr. Ho
Man.
2. Nomination Committee, comprising Mr. Heng Ja Wei (Chairman), Dr. Loke Yu and Mr.
Ho Man.
Hong Kong, 29 July 2015
By order of the Board
Li Ching Wah
Company Secretary
As at the date of this announcement, the Company's Directors are as follows: Mr. Li Yin Hui Chairman and Non-executive Director
Mr. Jiang Xiong Honorary Chairman and Executive Director
Mr. Zheng Zu Hua Non-executive Director
Mr. Jiang Qing Executive Director
Mr. Luan You Jun Executive Director
Dr. Loke Yu Independent non-executive Director Mr. Heng Ja Wei Independent non-executive Director Mr. Ho Man Independent non-executive Director
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