ANNOUNCEMENT RESIGNATION OF DIRECTOR APPOINTMENT OF DIRECTORS AND RE-DESIGNATION OF DIRECTORS

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. China Logistics Property Holdings Co., Ltd (Incorporated in the Cayman Islands with limited liability) (Stock Code: 1589) ANNOUNCEMENT RESIGNATION OF DIRECTOR APPOINTMENT OF DIRECTORS AND RE-DESIGNATION OF DIRECTORS RESIGNATION OF DIRECTOR The Board announces that, Mr. Sun Limin has tendered his resignation as an executive director with effect from March 30, APPOINTMENT OF DIRECTORS The Board is pleased to announce that, at a meeting at the Board held on March 29, 2017, it was resolved that each of Mr. Wu Guolin and Ms. Li Huifang be appointed as an executive director; Mr. Wang Yeyi be appointed as a non-executive director; and Mr. Chen Yaomin be appointed as an independent non-executive director, with effect from March 30, RE-DESIGNATION OF DIRECTORS The Board also announces that, at a meeting at the Board held on March 29, 2017, it was resolved that Ms. Li Qing be re-designated from an executive director to a non-executive director, and Mr. Chen Runfu be re-designated from a non-executive director to an executive director, with effect from March 30, RESIGNATION OF DIRECTOR The board of directors (the Board ) of China Logistics Property Holdings Co., Ltd (the Company, together with its subsidiaries, the Group ) announces that Mr. Sun Limin has tendered his resignation as an executive director of the Company with effect from March 30,

2 Mr. Sun Limin joined the Group in July 2012 and he has been an executive director of the Company since April 25, After a remarkable career which spun over decades, Mr. Sun has reached retirement age and wishes to resign from his executive director position. Mr. Sun has confirmed that there is no disagreement with the Board and that there is no matter in respect of his resignation that needs to be brought to the attention of the shareholders of the Company. The Board would like to express its gratitude to Mr. Sun for his dedicated service and invaluable contribution to the Group. 2. APPOINTMENT OF DIRECTORS The Board is pleased to announce that, at a meeting at the Board held on March 29, 2017, it was resolved that each of Mr. Wu Guolin and Ms. Li Huifang be appointed as an executive director, Mr. Wang Yeyi be appointed as a non-executive director, and Mr. Chen Yaomin be appointed as an independent non-executive director, with effect from March 30, The nomination committee of the Board (the Nomination Committee ) reviews the structure, size and composition (including the skills, knowledge and experience) of the Board annually and recommends any proposed changes to the Board to complement the Company s corporate strategies. Moreover, it identifies individuals suitably qualified to become Board members and select or make recommendations to the Board on the selection of individuals nominated for directorships. At the meeting of the Nomination Committee held on March 29, 2017, in view of the resignation of Mr. Sun Limin, the re-designation of Ms. Li Qing and the Company s overall development strategy, the Nomination Committee resolved to recommend to the Board the appointment of each of Mr. Wu Guolin and Ms. Li Huifang as an executive director, Mr. Wang Yeyi as a non-executive director, and Mr. Chen Yaomin as an independent nonexecutive director of the Company. In making the recommendation to the Board for the proposed appointments of Mr. Wu Guolin, Ms. Li Huifang, Mr. Wang Yeyi and Mr. Chen Yaomin, the Nomination Committee has made reference to objective criteria including but not limited to gender, age, cultural and educational background, industry experience, technical and professional skills and/or qualifications, knowledge, length of services and time to be devoted as a director of the Company. The Board continuously seeks to enhance its effectiveness and to maintain the highest standards of corporate governance, and recognizes diversity at the Board level as an essential element in maintaining a competitive advantage and sustainable development. Moreover, it places emphasis on maintaining a balanced composition of executive and non-executive directors, and maintaining an appropriate balance of skills, experience and diversity of perspectives that are required to support the execution of the Group s business strategies. Mr. Wu Guolin Mr. Wu Guolin has been a senior management member of the Group since the year 2000 and the Board believes that the Company will benefit from his appointment as an executive director given his extensive industry knowledge and experience. 2

3 The biographical details of Mr. Wu Guolin are set out below: Mr. Wu Guolin ( 吳國林 ), aged 47, joined the Group in the year 2000 as a vice-president of Shanghai Yupei (Group) Company Limited ( 上海宇培 ( 集團 ) 有限公司 ) ( Shanghai Yupei ), the principal operating and wholly-owned subsidiary of the Company. He was appointed as a senior vice-president of Shanghai Yupei in November 2012 and the senior vice-president of the Company in November Mr. Wu is responsible for managing project construction related matters of the Group. Mr. Wu was certified as a senior engineer (building and construction specialty) by the senior assessment committee of Hubei Province ( 湖北省高級評審委員會 ), the PRC, in October Prior to joining the Group, Mr. Wu was project manager at Nanjing Housing Construction Corporation ( 南京市住宅建設總公司 ), a company engaged in property construction work, from September 1995 to December 1998, during which period he was responsible for overseeing and managing contracted construction work. From January 1999 to May 2000, Mr. Wu was a manager at the construction project department of Shanghai Huaying Construction and Installation Co., Ltd. ( 上海華英建築安裝有限公司 ), a company engaged in the provision of property construction and installation services, where he was responsible for overseeing and managing contracted projects. Mr. Wu obtained a certificate for having completed the practical real estate executive training program, organized by Tsinghua University ( 清華大學 ), the PRC, in June Pursuant to the service contract entered into between the Company and Mr. Wu, the term of appointment of Mr. Wu is three years, subject to retirement from office and re-election at the next following annual general meeting of the Company in accordance with article 112 of the articles of association of the Company (the Articles ). Notwithstanding the above, Mr. Wu is subject to the rotational retirement and re-election requirements at an annual general meeting of the Company pursuant to the Articles. Pursuant to the service contract, Mr. Wu shall be entitled to a remuneration of RMB706,666 per annum (inclusive of the director s fee, salary and annual bonus) plus a discretionary management bonus as may be determined by the Board based on the Group s overall earnings, Mr. Wu s performance of duties and period of service. The remuneration of Mr. Wu is payable on a time pro-rata basis for any non-full year s service, and is determined by the Board and the remuneration committee of the Board with reference to his duties, responsibilities and experience, and to prevailing market conditions. As at the date of this announcement, Mr. Wu holds share options representing 1,872,000 shares in the Company. Save for such options, Mr. Wu does 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) (the SFO ). Ms. Li Huifang Ms. Li Huifang has a strong background in finance and joined the Group in the year 2008, managing teams and overseeing financial matters. The Board believes that the addition of Ms. Li Huifang to the Board would enhance the balance of skills and streamline the execution process of the Board. 3

4 The biographical details of Ms. Li Huifang are set out below: Ms. Li Huifang ( 李慧芳 ), aged 35, joined the Group in April 2008 and was appointed as a vice-president of Shanghai Yupei in January She is in charge of the day-to-day financial matters of the Company s project companies in the PRC. Prior to her current position, Ms. Li served as the director of the financial department of Shanghai Yupei from February 2015 and as finance manager of Shanghai Yupei from April 2008 to February 2015, responsible for the dayto day financial matters of Shanghai Yupei. From February 2006 to April 2008, Ms. Li was a finance manager of Shanghai Feiyu International Trading Company Limited ( 上海飛域國際貿易有限公司 ) (now known as Shanghai Yingyu International Trading Company Limited ( 上海盈域國際貿易有限公司 ), a company engaged in the business of import and export of goods and technology, where she was responsible for the day-to-day financial auditing, tax and bank financing matters of its headquarters and subsidiaries. From May 2003 to February 2006, Ms. Li served as an accountant at Shanghai Yupei Industry Company Limited ( 上海宇培實業有限公司 ) (now known as Shanghai Yupei Industry (Group) Company Limited ( 上海宇培實業 ( 集團 ) 有限公司 )), which is engaged in the business of, amongst others, the operation of logistics parks, and was primarily responsible for matters in relation to financial auditing and tax filings. Ms. Li was certified to have attained the intermediate level in accounting by the Ministry of Finance of the PRC in May Ms. Li passed the Self-taught Higher Education Examinations and obtained a graduation certificate (majoring in accounting) jointly issued by the Shanghai Selftaught Higher Education Examinations Committee ( 上海市高等教育自學考試委員會 ) and the Shanghai University of Finance and Economics ( 上海財經大學 ), the PRC, in December Pursuant to the service contract entered into between the Company and Ms. Li, the term of appointment of Ms. Li is three years, subject to retirement from office and re-election at the next following annual general meeting of the Company in accordance with article 112 of the Articles. Notwithstanding the above, Ms. Li is subject to the rotational retirement and reelection requirements at an annual general meeting of the Company pursuant to the Articles. Pursuant to the service contract, Ms. Li shall be entitled to a remuneration of RMB618,333 per annum (inclusive of the director s fee, salary and annual bonus) plus a discretionary management bonus as may be determined by the Board based on the Group s overall earnings, Ms. Li s performance of duties and period of service. The remuneration of Ms. Li is payable on a time pro-rata basis for any non-full year s service, and is determined by the Board and the remuneration committee of the Board with reference to her duties, responsibilities and experience, and to prevailing market conditions. As at the date of this announcement, Ms. Li holds share options representing 704,000 shares in the Company. Save for such options, Ms. Li does not have any interest in the shares of the Company within the meaning of Part XV of the SFO. 4

5 Mr. Wang Yeyi Considering Mr. Wang Yeyi s extensive work experience at financial institutions, his industry knowledge in real estate development and financial management expertise, the Board believes that Mr. Wang will bring valuable strategic advice and guidance on the business development of the Group. The biographical details of Mr. Wang Yeyi are set out below: Mr. Wang Yeyi ( 王葉毅 ), aged 46, is currently an executive director of Sino-Ocean Group Holding Limited ( 遠洋集團控股有限公司 ) ( Sino-Ocean Group, formerly known as Sino- Ocean Land Holdings Limited ( 遠洋地產控股有限公司 )), since March Sino-Ocean Group, through its subsidiaries, is primarily engaged in property development and property investment and is listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 3377). Mr. Wang is concurrently the administrative director and credit insurance director of Anbang Insurance Group Co., Ltd. ( 安邦保險集團股份有限公司 ) ( Anbang ), an insurance company, since March Mr. Wang has extensive experience in banking and insurance. Prior to his current positions, Mr. Wang served various positions at the Zhejiang branch of China Construction Bank ( 中國建設銀行 ), a major PRC bank, including the office director of the operations department of the Hangzhou sub-branch from August 1999 to July 2003, the general manager of the Hangzhou corporate client department from July 2003 to December 2003, the general manager of each of the business department and online banking department from August 2007 to December 2008, and the assistant to the president of the Zhejiang branch from December 2008 to Mr. Wang was granted the qualification of a senior economist by China Construction Bank in September Mr. Wang graduated from Zhejiang University ( 浙江大學 ), the PRC, with a doctorate degree in applied psychology in June Pursuant to the letter of appointment entered into between the Company and Mr. Wang, the term of appointment of Mr. Wang is three years, subject to retirement from office and reelection at the next following annual general meeting of the Company in accordance with article 112 of the Articles. In addition, Mr. Wang is also subject to the rotational retirement and re-election requirements at an annual general meeting of the Company pursuant to the Articles. Mr. Wang will not receive any remuneration from the Company for acting as a non-executive director of the Company. As at the date of this announcement, Mr. Wang does not have any interest in the shares of the Company within the meaning of Part XV of the SFO. 5

6 Mr. Chen Yaomin The Board is committed to ensuring that there is a strong independent element on the Board that would enable it to effectively exercise independent judgement. Given the increase in the total number of the Board members, the appointment of Mr. Chen Yaomin as an independent non-executive director will strengthen the corporate governance of the Board as well as ensure compliance by the Company of the applicable requirements under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the Listing Rules ). At the same time, Mr. Chen s wealth of corporate management and investment experience would contribute to the development of the Company s strategy and policies through the provision of independent, constructive and informed views. The biographical details of Mr. Chen Yaomin are set out below: Mr. Chen Yaomin ( 陳耀民 ), aged 54, is currently a partner at a number of private equity investment firms. He has over 29 years of experience in management and investment. Mr. Chen has been an executive partner of Shanghai Cuizhu Equity Investment Management Center LLP ( 上海萃竹股權投資管理中心 ( 有限合夥 )) since December 2014 and an executive partner of Shanghai Kesheng Venture Capital Center LLP ( 上海科升創業投資中心 ( 有限合夥 )) since December Mr. Chen has also been an executive partner and an executive director of Shanghai Kesheng Venture Capital Management Co., Ltd. ( 上海科升創業投資管理有限公司 ) since November 2010, and the general manager and a non-executive director of Shanghai Kesheng Investment Co., Ltd. ( 上海科升投資有限公司 ) since July Mr. Chen has been the chairman and a non-executive director of Shanghai Chengjia Electronic Technology Co., Ltd. ( 上海誠佳電子科技有限公司 ), a company engaged in the manufacture and sale of electronic devices as well as the development of electronic technology, since January Prior to his current positions, Mr. Chen served as the manager of the credit department of the Shanghai branch of the Bank of Communications, a major PRC bank, from October 1987 to May 1993, where he was responsible for the management of credit business. In June 1993, Mr. Chen joined China Baoan Group Co., Ltd. ( 中國寶安集團股份有限公司 ), a company listed on the Shenzhen Stock Exchange (stock code: ) and engaged in investment and operations in the high-tech, biomedical and real estate industries, as the general manager of the investment department until January 1998 and was primarily responsible for formulating investment strategies for the company. From March 1998 to September 2000, Mr. Chen served as the director of finance and the vice president of Shanghai Nongkai Development (Group) Co., Ltd. ( 上海農凱發展 ( 集團 ) 有限公司 ), a company engaged in industrial investment and equity investment in agriculture and other industries, and was responsible for financial matters of the company. Mr. Chen was the chairman and a non-executive director of Shanghai Jingcheng Investment Co., Ltd. ( 上海精誠投資有限公司 ), a company specializing in the provision of investment advisory service and financial consulting service, from September 2000 to August 2004, where he was responsible for overseeing the overall business management of the company. 6

7 Mr. Chen has been recognized as an economist ( 經濟師 ) in September Mr. Chen graduated from Tongji University ( 同濟大學 ), the PRC, with a bachelor s degree in economic management in July 1985, and a master s degree in economic management in July Pursuant to the letter of appointment entered into between the Company and Mr. Chen, the term of appointment of Mr. Chen is three years, subject to retirement from office and re-election at the next following annual general meeting of the Company in accordance with article 112 of the Articles. In addition, Mr. Chen is also subject to the rotational retirement and re-election requirements at an annual general meeting of the Company pursuant to the Articles. Pursuant to the letter of appointment, Mr. Chen shall be entitled to a director s fee of HK$360,000 per annum, which is payable on an annual basis and on a time pro-rata basis for any nonfull year s service. The remuneration of Mr. Chen is determined with reference to his duties, responsibilities and experience, and to prevailing market conditions. As at the date of this announcement, Mr. Chen does not have any interest in the shares of the Company within the meaning of Part XV of the SFO. The Board takes this opportunity to welcome Mr. Wu Guolin, Ms. Li Huifang, Mr. Wang Yeyi and Mr. Chen Yaomin as members of the Board. 3. RE-DESIGNATION OF DIRECTORS The Board announces that, at a meeting at the Board held on March 29, 2017, it was resolved that with effect from March 30, 2017, Ms. Li Qing be re-designated from an executive director to a non-executive director and Mr. Chen Runfu be re-designated from a non-executive director to an executive director. Ms. Li Qing Ms. Li Qing wishes to pursue her personal interests and devote more time and attention to other businesses. Her re-designation from an executive director to a non-executive director will relieve her from certain executive and administrative duties, yet enable the Board to continue to benefit from her valuable advice and views. Notwithstanding the above, Ms. Li has confirmed that she will be able to commit the time and effort to fully and diligently act in the interests of the Company and the Company s business. Ms. Li will remain as a member of each of the Nomination Committee and Remuneration Committee. 7

8 The biographical details of Ms. Li Qing are set out below: Ms. Li Qing ( 李慶 ), aged 30, was an executive director of the Company since April 25, 2014 before her re-designation as a non-executive director. She has been a vice-president of the Group since November 12, She joined Shanghai Yupei as vice-president on November 1, 2012 and also serves as director at a number of the subsidiaries of the Company. Ms. Li is primarily responsible for the overall management of the administrative, human resources and property management work of our Group. Ms. Li is the daughter of Mr. Li Shifa, the chairman of the Board and the president and an executive director of the Company. Ms. Li obtained a bachelor s degree in arts (majoring in Japanese) from Shanghai Normal University ( 上海師範大學 ), the PRC, in July 2010, and a master s degree in science (majoring in international management for Japan) from the University of London, the United Kingdom, in December Pursuant to the letter of appointment entered into between the Company and Ms. Li, the term of appointment of Ms. Li is three years, subject to retirement from office and re-election at the next following annual general meeting of the Company in accordance with article 112 of the Articles. In addition, Ms. Li is also subject to the rotational retirement and re-election requirements at an annual general meeting of the Company pursuant to the Articles. The service agreement dated June 14, 2016 entered into between the Company and Ms. Li in relation to Ms. Li s appointment as an executive director of the Company was terminated upon her re-designation as a non-executive director of the Company. Ms. Li will not receive any remuneration from the Company for acting as a non-executive director of the Company. As at the date of this announcement, Ms. Li holds share options representing 1,872,000 shares in the Company. Save for such options, Ms. Li does not have any interest in the shares of the Company within the meaning of Part XV of the SFO. Mr. Chen Runfu In light of Mr. Chen Runfu s substantial experience in real estate development and the strategic advice and valuable guidance he has provided on the business development of the Group since his appointment to the Board, the Board believes that Mr. Chen would play an instrumental role in facilitating the Group s corporate strategy and nationwide expansion if he assumes an executive position. Accordingly, on March 29, 2017, the Board resolved to re-designate Mr. Chen as an executive director of the Company. The biographical details of Mr. Chen Runfu are set out below: Mr. Chen Runfu ( 陳潤福 ), aged 52, was a non-executive director of the Company from December 22, 2016 before his re-designation as an executive director. Mr. Chen is currently the senior vice president of Sino-Ocean Group, and also serves as a director or general manager in a number of subsidiaries or project companies of Sino-Ocean Group. Mr. Chen is primarily responsible for Sino-Ocean Group s strategy management, investment management, equity management and brand management. Sino-Ocean Group, through its subsidiaries, is primarily 8

9 engaged in property development and property investment and is listed on the Main Board of The Stock Exchange of Hong Kong Limited (stock code: 3377). Mr. Chen has served over 22 years in Sino-Ocean Group and has extensive experience in property development and property investment. Since joining COSCO Real Estate Development Corporation ( 中遠房地產開發公司 ), the predecessor of Sino-Ocean Group, in October 1995, Mr. Chen has held various positions in the company, including the head of the regional development department, the general manager of the client service center, the general manager of the strategic development department, the general manager of the office building business department, and the vice president of the company. He was also an executive director of Sino-Ocean Group from June 2007 to December Mr. Chen has been appointed as the senior vice president of Sino- Ocean Group since April Prior to joining Sino-Ocean Group, Mr. Chen worked as an engineer in the Waterborne Transport Planning and Designing Institute under the Ministry of Transport ( 交通部水運規劃設計院 ), currently known as China Transport Waterborne Transport Planning and Designing Institute Co., Ltd. ( 中交水運規劃設計院有限公司 ), from August 1986 to September From September 1993 to October 1995, Mr. Chen worked at China Sino-Ocean Shipping (Group) Corporation ( 中國遠洋運輸 ( 集團 ) 總公司 ), currently known as China COSCO Shipping Corporation Limited ( 中國遠洋海運集團有限公司 ), a company engaged in waterborne transport and ocean shipping, where he first served as an investment specialist in the planning division until July 1994, and later as a secretary in the president s office until October Mr. Chen obtained a bachelor s degree in harbour and channel engineering from Dalian Institute of Technology ( 大連工學院, currently known as Dalian University of Technology ( 大連理工大學 )), the PRC, in July Mr. Chen then obtained an executive master of business administration degree from China Europe International Business School ( 中歐國際工商學院 ), the PRC, in September Pursuant to the service contract entered into between the Company and Mr. Chen, the term of appointment of Mr. Chen is three years, subject to retirement from office and re-election at the next following annual general meeting of the Company in accordance with article 112 of the Articles. Notwithstanding the above, Mr. Chen is subject to the rotational retirement and reelection requirements at an annual general meeting of the Company pursuant to the Articles. The letter of appointment dated December 22, 2016 entered into between the Company and Mr. Chen in relation to Mr. Chen s appointment as a non-executive director of the Company was terminated upon Mr. Chen s re-designation as an executive director of the Company. Mr. Chen will not receive any remuneration from the Company for acting as an executive director of the Company. As at the date of this announcement, Mr. Chen does not have any interest in the shares of the Company within the meaning of Part XV of the SFO. Except as stated above, none of Mr. Wu Guolin, Ms. Li Huifang, Mr. Wang Yeyi, Mr. Chen Yaomin, Ms. Li Qing and Mr. Chen Runfu has held any directorships in any other listed companies at present or in the last three years. Furthermore, save as disclosed above, none of Mr. Wu Guolin, Ms. Li Huifang, Mr. Wang Yeyi, Mr. Chen Yaomin, Ms. Li Qing and 9

10 Mr. Chen Runfu has any relationship with any directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company. Save as disclosed herein, there is no other information relating to the appointment of each of Mr. Wu Guolin and Ms. Li Huifang as an executive director, Mr. Wang Yeyi as a non-executive director, or Mr. Chen Yaomin as an independent non-executive director, and the re-designation of Ms. Li Qing and Mr. Chen Runfu that shall be disclosed pursuant to Rule 13.51(2) of the Listing Rules nor any matters which need to be brought to the attention of the shareholders of the Company. Hong Kong, March 29, 2017 By Order of the Board China Logistics Property Holdings Co., Ltd 中國物流資產控股有限公司 LI Shifa Chairman As at the date of this announcement, the Board comprises Mr. Li Shifa, Mr. Pan Naiyue, Mr. Sun Limin, Mr. Zhang Long, and Ms. Li Qing, as executive directors; Mr. Ong Tiong Sin, Mr. Liu Xiangge and Mr. Chen Runfu, as non-executive directors; and Mr. Guo Jingbin, Mr. Fung Ching Simon, Mr. Wang Tianye and Mr. Leung Chi Ching Frederick, as independent non-executive directors. 10