CHANGES TO BOARD COMPOSITION

Transcription

1 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. (Incorporated in Hong Kong with limited liability) Stock Code: CHANGES TO BOARD COMPOSITION The Board of Directors ( Board ) of Television Broadcasts Limited ( Company ) announces the following Changes to the Board Composition with effect from 23 April Appointment of Mr. Thomas Hui To as a Non-executive Director Mr. Thomas Hui To ( Mr. Hui ), aged 42, has been appointed as a Non-executive Director of the Company with effect from 23 April Mr. Hui is the managing director of Gravity Corporation, a company which focuses on investing and operating in the media sector in Greater China. Prior to joining Gravity Corporation, Mr. Hui served as an independent nonexecutive director, the chairman of the audit committee and a member of the remuneration committee of KingSoft Corporation Limited, a leading Chinese internet based software developer, distributor and service provider which is listed on the Main Board of The Stock Exchange of Hong Kong Limited ( Stock Exchange ). Before that, Mr. Hui was the president, chief operation officer and an executive director of GigaMedia Limited, a company listed on the NASDAQ stock market. Prior to that, Mr. Hui also served as a non-executive director of JC Entertainment Corporation, a Korean online game company listed on the KOSDAQ stock market. Mr. Hui was an executive director in the investment banking division of Goldman Sachs (Asia) L.L.C., Hong Kong, where he had executed and advised on capital markets and M&A advisory transactions in the Greater China region. He served as an investment banker at Merrill Lynch & Co. and as a management consultant at McKinsey & Company. Mr. Hui holds a Master s Degree of Engineering in Electrical Engineering from Cornell University and a Bachelor s Degree of Science in Electrical Engineering from the University of Wisconsin, Madison. 1

2 Save as disclosed in the above paragraphs, Mr. Hui did not have any other directorships in the past three years in public companies the securities of which are listed on any securities market in Hong Kong and overseas. As at the date of this announcement and within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571, the Laws of Hong Kong) ( SFO ), Mr. Hui does not hold any interest in the shares of the Company. Mr. Hui does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company. The Company will set out the terms and conditions of Mr. Hui s appointment as a Non-executive Director of the Company in a letter of appointment. In accordance with the articles of association of the Company ( Articles ), Mr. Hui will hold office until the next following general meeting of the Company, and will then be eligible for election at the meeting. Since the next annual general meeting of the Company will be held on 20 May 2015 ( 2015 AGM ) and the relevant notice, agenda and documents had been despatched to the shareholders of the Company on 16 April 2015, the Company shall despatch a document to provide further information in respect of Mr. Hui s election at the 2015 AGM to its shareholders following the publication of this announcement. Upon his successful election at the meeting, he will be subject to retirement and re-election at every third annual general meeting of the Company in accordance with the Articles. In line with other Directors of the Company and subject to approval by shareholders at the 2015 AGM, a Director s fee of HK$220,000 per annum, which was recommended by the Remuneration Committee and determined by the Board, will be paid to Mr. Hui as a Director. The fee is payable on a pro rata basis by reference to the length of his service as a Director of the Company. Save as the information disclosed above, there is no other matter in relation to the appointment of Mr. Hui as a Non-executive Director of the Company which needs to be brought to the attention of the shareholders of the Company, and there is no other information which needs to be disclosed pursuant to any requirements set out in Rule 13.51(2) of the Rules Governing the Listing of Securities on the Stock Exchange ( Listing Rules ). The Board would like to warmly welcome Mr. Hui as its new member. 2

3 Resignation of Madam Cher Wang Hsiueh Hong as a Non-executive Director and Cessation of Mr. Harvey Chang Hsiao Wei as Madam Wang s Alternate Director Madam Cher Wang Hsiueh Hong ( Madam Wang ) has resigned as a Nonexecutive Director of the Company with effect from 23 April 2015 due to increasingly heavy commitment in her other businesses. Following the resignation of Madam Wang, Mr. Harvey Chang Hsiao Wei ( Mr. Chang ) also ceased to act as her Alternate Director on the same day. In compliance with the requirements of the Listing Rules, Madam Wang has confirmed that she has no disagreement with the Board, and that she is not aware of any matter relating to her resignation that needs to be brought to the attention of the shareholders of the Company. Mr. Chang has also confirmed that he has no disagreement with the Board, and that he is not aware of any matter relating to his cessation to act as Alternate Director to Madam Wang that needs to be brought to the attention of the shareholders of the Company. The Board would like to express its profound gratitude to Madam Wang for her wise counsel and guidance to the Board during her tenure of service. Appointment of Mr. Harvey Chang Hsiao Wei as an Alternate Director to Mr. Chen Wen Chi, a Non-executive Director Mr. Harvey Chang Hsiao Wei, aged 63, has been appointed as an Alternate Director to Mr. Chen Wei Chi ( Mr. Chen ), a Non-executive Director of the Company with effect from 23 April Mr. Chang was an Alternate Director to Madam Wang between 3 February 2012 and 22 April Mr. Chang holds directorships in certain subsidiaries of the Company in Taiwan. Mr. Chang is a director of CX Technology Corp. and Lite-On Technology Corp., both are listed companies in Taiwan, and Phu Hung Securities Corp., a company listed in Vietnam. He was president and CEO of Taiwan Mobile Co., Ltd., a listed company in Taiwan, from 2003 till December 2010, vice chairman of Taiwan Fixed Network Co., Ltd., which is a subsidiary of Taiwan Mobile Co., Ltd. He was the chairman of Taiwan Fund, Inc., a listed company on the New York Stock Exchange, from 2005 to January Mr. Chang received his MBA from the Wharton School, University of Pennsylvania in 1977; and B.S. degree from the National Taiwan University in He was elected to be an Eisenhower Fellow in

4 Save as disclosed in the above paragraphs, Mr. Chang did not have any other directorships in the past three years in public companies the securities of which are listed on any securities market in Hong Kong and overseas. As at the date of this announcement and within the meaning of Part XV of the SFO, Mr. Chang does not hold any interest in the shares of the Company. Save as acting as an Alternate Director to Mr. Chen, Mr. Chang does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company. There is no director s service contract between Mr. Chang and the Company with respect to his appointment as Alternate Director to Mr. Chen. As an Alternate Director to Mr. Chen, Mr. Chang will not receive any remuneration from the Company. Save as the information disclosed above, there is no other matter in relation to the appointment of Mr. Chang as an Alternate Director to Mr. Chen which needs to be brought to the attention of the shareholders of the Company, and there is no other information which needs to be disclosed pursuant to any requirements set out in Rule 13.51(2) of the Listing Rules. Hong Kong, 23 April 2015 By Order of the Board Adrian MAK Yau Kee Company Secretary 4

5 As at the date of this announcement, the Board of the Company comprises: Chairman and Non-executive Director Dr. Charles CHAN Kwok Keung Executive Directors Mark LEE Po On Group Chief Executive Officer CHEONG Shin Keong General Manager Non-executive Directors Mona FONG Jonathan Milton NELSON Anthony LEE Hsien Pin CHEN Wen Chi Thomas HUI To Independent Non-executive Directors Dr. Raymond OR Ching Fai SBS, JP Dr. William LO Wing Yan JP Professor Caroline WANG Chia-Ling Dr. Allan ZEMAN GBM, JP Alternate Directors Dr. Allan YAP Alternate Director to Dr. Charles CHAN Kwok Keung Harvey CHANG Hsiao Wei Alternate Director to CHEN Wen Chi Jessica Huang POULEUR Alternate Director to Jonathan Milton NELSON 5