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.
Stella International Holdings Limited*
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1836) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR, CHAIRMAN OF REMUNERATION COMMITTEE, AND MEMBER OF AUDIT COMMITTEE, CORPORATE GOVERNANCE COMMITTEE AND NOMINATION COMMITTEE
The board (the "Board") of directors (the "Directors") of
Stella International Holdings Limited (the "Company",
together with its subsidiaries, the ''Group'') is pleased to
announce that the Board has resolved to appoint Mr. Chan Fu
Keung, William ("Mr. Chan") as an independent non-executive
Director, the chairman of the remuneration committee of the
Company (the "Remuneration Committee"), and a member of each
of the audit committee (the "Audit Committee"), the corporate
governance committee and the nomination committee of the
Company with effect from 1 September 2012.
Mr. Chan, aged 63, was a member of the Executive Directorate
and the Human Resources
Director of the MTR Corporation Limited (Stock Code: 66) (the
"MTR Corporation") since
1996 and 1998 respectively until July 2012 when he retired
from the MTR Corporation after 23 years of service. As Human
Resources Director of the MTR Corporation, he was responsible
for overseeing human resources management, succession
planning, organisation development, operations and management
training, administration and security management
* For identification purpose only
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of the MTR Corporation. Prior to joining the MTR Corporation,
Mr. Chan held senior management positions in the commercial,
utility and public sectors in Hong Kong, including the Hong
Kong Government, the Hong Kong Productivity Council,
Hutchison Whampoa Limited and Hong Kong Telecommunications
Limited. Mr. Chan is a fellow member of the Hong Kong
Institute of Human Resource Management since 1985 and he is
also a council member of the Institute. He is a member of the
Standing Committee on Disciplined Services Salaries and
Conditions of Service, the Pensions Appeal Panel and the
School of Business Advisory Committee of Hong Kong Baptist
University. Mr. Chan received a Bachelor of Social Science
degree from the University of Hong Kong in 1971.
Save as disclosed above, Mr. Chan did not hold any
directorship in any public companies the securities of which
are listed on any securities market in Hong Kong or overseas
in the last three years before the date of this announcement.
Mr. Chan does not hold any other positions in the Company or
other members of the Group as at the date of this
announcement.
Mr. Chan has entered into a service agreement with the
Company for a term of three years commencing from 1 September
2012 subject to retirement by rotation and re-election at
annual general meetings of the Company in accordance with the
articles of association of the Company. Mr. Chan is entitled
to a director's fee of HK$400,000 per annum which is
determined by the Board with reference to Mr. Chan's skill,
knowledge and expected involvement in the Company's affairs,
profitability of the Company, remuneration benchmarks in the
industry, and prevailing market conditions.
As at the date of this announcement, Mr. Chan does not have
any interests in the shares of the Company which is required
to be disclosed under Part XV of the Securities and Futures
Ordinance, Chapter 571 of the Laws of Hong Kong. He does not
have any relationship with any Directors, senior management
or substantial or controlling shareholders of the Company as
at the date of this announcement. The Board is of the view
that he has met the independence guidelines set out in Rule
3.13 of the Rules Governing the Listing of Securities on The
Stock Exchange of Hong Kong Limited (the "Listing
Rules").
Save as disclosed herein, the Board is not aware of any other
matter relating to the appointment of Mr. Chan that needs to
be brought to the attention of the shareholders of the
Company nor any information to be disclosed pursuant to any
of the requirements of paragraphs (h) to (v) of Rule 13.51(2)
of the Listing Rules.
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Upon the appointment of Mr. Chan as a member of the Audit
Committee and the chairman of the Remuneration Committee with
effect from 1 September 2012, the Audit Committee will
comprise three independent non-executive Directors in
compliance with Rule 3.21 of the Listing Rules and the
Remuneration Committee will be chaired by an independent
non-executive Director and comprise a majority of independent
non-executive Directors in compliance with Rule 3.25 of the
Listing Rules.
The Board would like to express its warm welcome to Mr. Chan
on the Board.
By order of the Board
Chairman
Hong Kong, 16 August 2012
As at the date of this announcement, the executive Directors are Mr. Chiang Jeh-Chung, Jack, Mr. Shih Takuen, Daniel, Mr. Chao Ming-Cheng, Eric, Mr. Chen Li-Ming, Lawrence and Mr. Chi Lo-Jen and the independent non-executive Directors are Mr. Chu Pao-Kuei, Mr. Chen Johnny and Mr. Bolliger Peter.
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