HSIN CHONG GROUP HOLDINGS LIMITED 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.
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(Incorporated in Bermuda with limited liability)
(Stock Code: 00404) (I) CHANGE OF CHIEF EXECUTIVE OFFICER, MEMBERSHIPS OF NOMINATION AND REMUNERATION COMMITTEES AND AGENT FOR THE SERVICE OF PROCESS IN HONG KONG; (II) APPOINTMENT OF EXECUTIVE DIRECTOR; (III) RESIGNATION OF EXECUTIVE CHAIRMAN; AND (IV) APPOINTMENT OF SENIOR ADVISER APPOINTMENT OF CHIEF EXECUTIVE OFFICER, MEMBERSHIPS OF NOMINATION AND REMUNERATION COMMITTEES AND AGENT FOR THE SERVICE OF PROCESS IN HONG KONG, AND APPOINTMENT OF EXECUTIVE DIRECTOR
The board (the "Board") of directors (the "Directors") of Hsin Chong Construction Group Ltd. (the "Company", together with its subsidiaries collectively the "Group") is pleased to announce that:-
(a) Mr. Joseph CHOI Kin Hung ("Mr. Choi") has been appointed as the Chief Executive Officer Designate with effect from 11 September 2015. He is expected to take the full role of Chief Executive Officer with effect from 1 November 2015. He has also been appointed as members of the Nomination and Remuneration Committees, and the agent for the service of process in Hong Kong with effect from 1 November 2015; and
(b) Mr. LUI Chun Pong ("Mr. Lui") has been appointed as an Executive Director, a member of the Executive Committee and the Chief Financial Officer with effect from 11
September 2015.
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The biographical details of Mr. Choi and Mr. Lui are set out below respectively:-
(a) Mr. Choi
Mr. Choi, BSc, CEng, FHKIE, FHKIHT, MICE, RPE , aged 68, was appointed as an Executive Director with effect from 22 March 2013. He is also a member of the Executive Committee and a director of a number of subsidiaries of the Company.
Mr. Choi joined the Group in August 2009 as the assistant managing director and was subsequently promoted to managing director of the construction business in July
2012. He oversees the overall construction business of the Group. He has over 44 years of multi-dimensional and multi-functional experience across contracting and client organisations in Hong Kong, Chinese Mainland, Taiwan, Macau and overseas. Before joining the Group, he was the general manager of the Kowloon-Canton Railway Corporation and MTR Corporation Limited responsible for the design and construction of various new railway lines. He brings with him invaluable experience in construction, property development and project management at most senior level.
Mr. Choi graduated from the University of Aston in Birmingham, United Kingdom with a degree of Bachelor of Science in Civil Engineering. He is a Fellow of the Hong Kong Institution of Engineers ("HKIE") and was elected as the senior vice president of HKIE in June 2015. He was also appointed as the chairman of Administration Board, and as an ex-officio member of Planning Committee of HKIE in July 2015. He was further appointed as a director of The Joint Professional Centre Limited to represent HKIE in April 2014. Mr. Choi is also a Fellow of The Hong Kong Institution of Highways and Transportation; a Member of the Institution of Civil Engineers, UK; a Chartered Engineer, UK; and a Registered Professional Engineer, Hong Kong. Mr. Choi is a director of Engineering Forum Limited and a member of Engineers Registration Board. He is also a member of Departmental Advisory Committee for the Department of Civil and Environmental Engineering, The Hong Kong Polytechnic University; a council member of Hong Kong Contractor Association; and a council member of The Hong Kong Institution of Highways and Transportation.
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(b) Mr. Lui
Mr. Lui, BA, MAcc, LLM, MBA (Executive), FCPA, FCCA, ATIHK, CTA (HK), ACS, ACIS, aged 46, joined the Group in 2010 as Group Financial Controller. He was promoted to Finance Director of Hsin Chong Construction Company Limited in 2014 and further to Acting Chief Financial Officer of the Group in July 2015. He is also a director of certain subsidiaries of the Company.
Mr. Lui is responsible for overseeing the finance and accounting operations, budget preparation, group financial control and cashflow management. He has over 24 years of experience in corporate accounting, financing and tax administration in the real estate business like property development, property investment and property management, in addition to company secretarial practices of Hong Kong listed companies. Before joining the Group, Mr. Lui held senior positions of a number of Hong Kong companies listed on the main board of The Stock Exchange of Hong Kong Limited.
He obtained a Bachelor degree of Arts from the University of Hong Kong, a Master degree of Laws in the Chinese University of Hong Kong, a Master degree of Accountancy from Charles Sturt University in Australia and an Executive Master of Business Administration from the City University of Hong Kong. He is a Certified Public Accountant and a Certified Tax Advisor in Hong Kong, and a Chartered Certified Accountant and a Chartered Secretary in the United Kingdom.
Mr. Lui also serves the community through participation of promoting sports, and youth and students' affairs in Hong Kong. Mr. Lui was a baseball coach and was appointed as a team secretary and a deputy delegate leader of Hong Kong Women's Baseball Team to join the Women's Baseball World Cup in 2006 and in 2014 respectively. For the public services in youth and students' affairs, Mr. Lui is a leader of various leadership mentoring programmes in Hong Kong United Youth Association, Association of Chartered Certified Accountants and Hong Kong Professionals and Senior Executives Association. Mr. Lui was a director of Hong Kong United Youth Association in
2014/2015 and is currently a member of Hong Kong Student Affairs Sub-committee of
Association of Chartered Certified Accountants.
Save as disclosed above, as at the date of this announcement, (a) Mr. Choi and Mr. Lui do not hold any other major appointments and have not held any position or directorship in any other listed public companies in the last three years; (b) they do not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Company; and (c) they do not hold any other position with the Company or its subsidiaries.
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As at the date of this announcement, Mr. Choi and Mr. Lui have 1,334,000 and 750,000 share options respectively, which were granted pursuant to the share option scheme adopted by the Company on 22 May 2008. Save as disclosed above, they do not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Pursuant to their respective new service agreement with the Company:
(a) | (i) | Upon being appointed as the Chief Executive Officer officially on 1 November 2015, the term for Mr. Choi will be 3 years commencing from 1 November 2015 to |
31 October 2018 (subject to termination by 3 months' notice in writing or payment | ||
in lieu of notice). He will be subject to retirement by rotation and re-election at | ||
least once every three years at annual general meetings pursuant to the Bye-Laws | ||
of the Company; and | ||
(ii) | Mr. Lui is appointed for a term of 3 years commencing from 11 September 2015 to 10 September 2018 (subject to termination by 3 months' notice in writing or | |
payment in lieu of notice). He will hold office until the first general meeting of | ||
the Company after his appointment at which he will be eligible for re-election. | ||
Thereafter, he will be subject to retirement by rotation and re-election at least | ||
once every three years at annual general meetings pursuant to the Bye-Laws of the | ||
Company; and | ||
(b) | (i) | Mr. Choi, as an Executive Director and the Chief Executive Officer Designate (or |
after becoming the Chief Executive Officer officially), is entitled to an annual director's fee of HK$200,000, an annual remuneration of HK$7,800,000, an annual | ||
housing allowance of HK$1,800,000 and a management bonus commensurate with | ||
his performance and subject to the discretion of the Board; and | ||
(ii) | Mr. Lui, as an Executive Director and the Chief Financial Officer, is entitled to an annual director's fee of HK$200,000 and an annual remuneration of | |
HK$2,040,000, and a management bonus commensurate with his performance and | ||
subject to the discretion of the Board, and |
remunerations of whom are determined with reference to their duties and responsibilities in the Company, the Company's remuneration policy and the prevailing market situation (subject to review by the Board from time to time).
Save as disclosed above, there is no other information to be disclosed pursuant to the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") nor are there any other matters that need to be brought to the attention of the shareholders of the Company in respect of the appointments of Mr. Choi and Mr. Lui.
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The Board would like to express its warmest welcome to Mr. Choi and Mr. Lui on their appointments.
RESIGNATION OF EXECUTIVE DIRECTOR, EXECUTIVE CHAIRMAN AND CHIEF EXECUTIVE OFFICER; AND CESS ATION OF MEMBERSHIPS OF EXECUTIVE, NOMINATION AND REMUNERATION COMMITTEES AND AGENT FOR THE SERVICE OF PROCESS IN HONG KONG
The Board further announces that Dr. Wilfred WONG Ying Wai ("Dr. Wong") has tendered his resignation as an Executive Director, the Executive Chairman and the Chief Executive Officer with effect from 1 November 2015 as he would like to pursue other career and business opportunities. He will also cease to be members of each of the Executive, Nomination and Remuneration Committees respectively, and the agent for the service of process in Hong Kong with effect from 1 November 2015.
Dr. Wong has confirmed that he has no disagreement with the Board and there is nothing relating to his resignation that needs to be brought to the attention of the shareholders of the Company or The Stock Exchange of Hong Kong Limited (the "Stock Exchange").
The Board would like to take this opportunity to express its appreciation to Dr. Wong for his leadership in the Board as the Executive Chairman and his valuable contributions to the Company during his term of service.
The Board is also pleased to announce that Dr. Wong will be appointed as a senior adviser to the Board with effect from 1 November 2015 so that he can utilize his experience to provide business development advice to the Board and the new Chief Executive Officer.
Given his long service with the Company and the wide connections established with different sectors of the community, the Board considers that it would be beneficial to the Company to employ Dr. Wong as a senior adviser to the Board subsequent to the cessation of his service as the Executive Chairman and the Chief Executive Officer.
Following the appointment of Mr. Lui with effect from 11 September 2015, the Company has only four Independent Non-executive Directors out of a total of 13 Directors, the number of which falls below the minimum number required under Rule 3.10A of the Listing Rules. Pursuant to Rule 3.11 of the Listing Rules, the Company shall appoint a sufficient number of independent non-executive directors to meet the minimum number required under Rule 3.10A within three months after failing to meet the requirement, ie on or before 10 December 2015.
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However, on 1 November 2015, ie when Dr. Wong's resignation takes effect, the total number of Directors on the Board will be reduced to 12, out of which four are Independent Non- executive Directors (ie one-third of the Board). Therefore, in less than three months on 1
November 2015, the Company will have fulfilled again the requirement of the minimum number of independent non-executive directors under Rule 3.10A of the Listing Rules.
By order of the Board of
Executive Chairman and Chief Executive Officer
Hong Kong, 11 September 2015
As at the date of this announcement, the Board comprises Dr. Wilfred WONG Ying Wai (Executive Chairman and Chief Executive Officer), Mr. Joseph CHOI Kin Hung (Chief Executive Officer Designate), Mr. ZHOU Wei, Mr. Wilfred WU Shek Chun and Mr. LUI Chun Pong as Executive Directors; Mr. LIN Zhuo Yan (Non-executive Chairman), Mr. YAN Jie, Mr. CHEN Lei and Mr. CHUI Kwong Kau as Non-executive Directors; and Dr. Joseph CHOW Ming Kuen, Mr. CHENG Sui Sang, Mr. GAO Jingyuan and Ms. LEE Jai Ying as Independent Non-executive Directors.
* for identification purposes only
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