JF Household Furnishings Limited 捷豐家居用品有限公司

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. JF Household Furnishings Limited 捷豐家居用品有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 776) CHANGES IN THE COMPOSITION OF THE BOARD, VARIOUS BOARD COMMITTEES, AUTHORISED REPRESENTATIVE AND CHAIRMAN CHANGES IN THE COMPOSITION OF THE BOARD The Board announces that, with effect from 5 October 2012: Ms. Zhang Qian and Mr. Leung Kwok Pong have resigned as the executive Directors and Mr. Zhang Qian has resigned as the chairman of the Nomination Committee; (ii) Dr. Liu Yongping, Mr. Wu Chi Keung and Mr. Wang Siyong have resigned as the independent non-executive Directors and the members of various Board committees of the Company; (iii) Mr. Leung Ming Ho and Mr. Lui Man Wah have been appointed as the executive Directors; and (iv) Mr. Tse Ting Kwan and Mr. Fung Tze Wa have been appointed as the independent non-executive Directors and the members of various Board committees of the APPOINTMENT AND RESIGNATION OF AUTHORISED REPRESENTATIVE AND CHAIRMAN OF THE COMPANY The Board further announces that, with effect immediately following the Changes: Mr. Cheng Ting Kong will replace Ms. Zhang Qian as the chairman of the Company; and (ii) Ms. Yeung So Lai will replace Ms. Zhang Qian as the authorised representative of the 1

2 CHANGES IN THE COMPOSITION OF VARIOUS BOARD COMMITTEES The Board also announces that, with effect immediately following the Changes: Mr. Wu Chi Keung, Dr. Liu Yongping and Mr. Wang Siyong will relinquish their positions as the chairman and the members of the Audit Committee respectively; (ii) Dr. Liu Yongping, Mr. Wu Chi Keung and Mr. Wang Siyong will relinquish their positions as the chairman and the members of the Remuneration Committee respectively; (iii) Ms. Zhang Qian, Dr. Liu Yongping and Mr. Wang Siyong will relinquish their positions as the chairman and the members of the Nomination Committee respectively; (iv) Mr. Tse Ting Kwan and Mr. Fung Tze Wa will be appointed as a member and the chairman of the Audit Committee respectively; (v) Mr. Tse Ting Kwan and Mr. Fung Tze Wa will be appointed as members of the Remuneration Committee; and (vi) Mr. Tse Ting Kwan and Mr. Fung Tze Wa will be appointed as the chairman and a member of the Nomination Committee respectively. CHANGES IN THE COMPOSITION OF THE BOARD (THE CHANGES ) The board (the Board )ofdirectors(the Directors ) of JF Household Furnishings Limited (the Company ) hereby announces with effect from 5 October 2012 that: Ms. Zhang Qian ( Ms. Zhang ) and Mr. Leung Kwok Pong ( Mr. Adam Leung ) have resigned as the executive Directors and Ms. Zhang has resigned as the chairman of the nomination committee (the Nomination Committee ) of the Company in order to focus on their own business pursuit; and (ii) Dr. Liu Yongping ( Dr. Liu ), Mr. Wu Chi Keung ( Mr. Wu ) and Mr. Wang Siyong ( Mr. Wang ) have resigned as the independent non-executive Directors and the members of various Board committees of the Company in order to focus on their own business pursuit. Each of Ms. Zhang, Mr. Adam Leung, Dr. Liu, Mr. Wu and Mr. Wang has confirmed that each of them has no disagreement with the Board and there is no matter relating to his or her resignation that needs to be brought to the attention of the shareholders of the Company and The Stock Exchange of Hong Kong Limited (the Stock Exchange ). The Board takes this opportunity to thank Ms. Zhang, Mr. Adam Leung, Dr. Liu, Mr. Wu and Mr. Wang for their valuable contributions to the Company during their tenure with the The Board is pleased to announce with effect from 5 October 2012 that: Mr. Leung Ming Ho ( Mr. Leung ) and Mr. Lui Man Wah ( Mr. Lui ) have been appointed as the executive Directors; and 2

3 (ii) Mr. Tse Ting Kwan ( Mr. Tse ) and Mr. Fung Tze Wa ( Mr. Fung ) have been appointed as the independent non-executive Directors and the members of various Board committees of the APPOINTMENT AND RESIGNATION OF AUTHORISED REPRESENTATIVE AND CHAIRMAN OF THE COMPANY The Board further announces that, with effect immediately following the Changes: Mr. Cheng Ting Kong will replace Ms. Zhang as the chairman of the Company; and (ii) Ms. Yeung So Lai will replace Ms. Zhang as the authorised representative of the CHANGES IN THE COMPOSITION OF VARIOUS BOARD COMMITTEES The Board also announces that, with effect immediately following the Changes: Mr. Wu, Dr. Liu and Mr. Wang will relinquish their positions as the chairman and the members of the audit committee (the Audit Committee ) of the Company respectively; (ii) Dr. Liu, Mr. Wu and Mr. Wang will relinquish their positions as the chairman and the members of the remuneration committee (the Remuneration Committee ) of the Company respectively; (iii) Ms. Zhang, Dr. Liu and Mr. Wang will relinquish their positions as the chairman and the members of the Nomination Committee respectively; (iv) Mr. Tse and Mr. Fung will be appointed as a member and the chairman of the Audit Committee respectively; (v) Mr. Tse and Mr. Fung will be appointed as members of the Remuneration Committee; and (vi) Mr. Tse and Mr. Fung will be appointed as the chairman and a member of the Nomination Committee respectively. Mr. Leung, aged 37, holds a bachelor of business administration degree in marketing from Hong Kong Baptist University. Mr. Leung has extensive experience in marketing and management and was the General Manager of Pro Vision Technology Ltd. Since 2011, he was appointed as Assistant to General Manager of Sun International Group Limited, a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on the Growth Enterprise Market of the Stock Exchange (Stock Code: 8029). From September 2011 to July 2012, he was an executive director of Sun Century Group Limited ( Sun Century ), a company incorporated in the Cayman Island with limited liability and the issued shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1383). Pursuant to the service agreement between Mr. Leung and the Company, the appointment of Mr. Leung has no specific terms for the length of services, but is subject to retirement by rotation and re-election in accordance with the articles of association (the Article of Association ) of the Company and the requirements of the Rules (the Listing Rules ) Governing the Listing of Securities on the Stock Exchange. Mr. Leung is entitled to receive an 3

4 annual remuneration of HK$120,000, which is determined with reference to his duties and responsibilities and the prevailing market conditions. The amount of remuneration has been approved by the Board and the Remuneration Committee. Mr. Lui, aged 30, joined the Company in August 2012 as a chief executive officer. Mr. Lui graduated from the Hong Kong Polytechnic University with a Bachelor of Arts degree in business studies in He then obtained a Master of Commerce degree from Macquarie University in He is currently the Vice President of the Equities Department of SBI E2 Capital Financial Services Limited. Prior to joining SBI E2 Capital Financial Services Limited, he had previously served various financial institutions for over five years. He was the Institutional Sales Manager of the Securities Department of Cinda International Limited from December 2009 to October From December 2008 to June 2009, he was the Vice President of the Securities Department of Polaris (HK) Securities Limited. From February 2012 to July 2012, he was an independent non-executive director of Sun Century. Pursuant to the service agreement between Mr. Lui and the Company, the appointment of Mr. Lui has no specific terms for the length of services, but is subject to retirement by rotation and re-election in accordance with the Articles of Association and the requirements of the Listing Rules. Mr. Lui is entitled to receive an annual remuneration of HK$600,000, which is determined with reference to his duties and responsibilities and the prevailing market conditions. The amount of remuneration has been approved by the Board and the Remuneration Committee. Mr. Tse, aged 37, holds a Bachelor s Degree in Business Administration. He is currently a fellow member of the Association of Chartered Certified Accountants and an associate member of the Hong Kong Institute of Certified Public Accountants ( HKICPA ). Mr. Tse has over 10 years of experience in auditing, finance and accounting. He is currently the financial controller of Chinese People Holdings Company Limited, a company incorporated in Bermuda with limited liability and the issued shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 0681). Pursuant to the appointment letter dated 5 October 2012 entered into between Mr. Tse and the Company, Mr. Tse has been appointed as independent non-executive Director for a term of 3 years with effect from 5 October Pursuant to the appointment letter, Mr. Tse is entitled to receive a remuneration of HK$30,000 per quarter, which is determined with reference to his duties and responsibilities and the prevailing market conditions. The appointment of Mr. Tse is subject to retirement by rotation and re-election in accordance with the Articles of Association and the requirement of the Listing Rules. Mr. Fung, aged 56, is a Certified Public Accountant and a Director of an accounting firm in Hong Kong. Mr. Fung has various years of experience in auditing, taxation and company secretarial practice in Hong Kong. He obtained a Master degree in professional accounting from the Hong Kong Polytechnic University in He is a member of HKICPA, the Chartered Association of Certified Accountants, the Taxation Institute of Hong Kong and the Society of Chinese Accountants and Auditors. He has also been appointed as the independent non-executive director of China Haidian Holdings Limited, a company incorporated in the Cayman Island with limited liability and the issued shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 0256), since April 2004 and Jiwa Bio-Pharm Holdings Limited, a company incorporated in Bermuda with limited liability and the issued shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 2327), since September From April 2004 to February 2012, he was an independent non-executive 4

5 director of New Capital International Investment Limited, a company incorporated in the Cayman Islands with limited liability and the issued shares of which are listed on the Main Board of the Stock Exchange (Stock Code: 1062). Pursuant to the appointment letter dated 5 October 2012 entered into between Mr. Fung and the Company, Mr. Fung has been appointed as independent non-executive Director for a term of 3 years with effect from 5 October Pursuant to the appointment letter, Mr. Fung is entitled to receive a remuneration of HK$30,000 per quarter, which is determined with reference to his duties and responsibilities and the prevailing market conditions. The appointment of Mr. Fung is subject to retirement by rotation and re-election in accordance with the Articles of Association and the requirement of the Listing Rules. As at the date of this announcement, each of Mr. Leung, Mr. Lui, Mr. Tse and Mr. Fung 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). Save as disclosed above, each of Mr. Leung, Mr. Lui, Mr. Tse and Mr. Fung does not hold any other positions in the Company or any member of the group of the Company and did not hold other directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years preceding the date of this announcement. Each of Mr. Leung, Mr. Lui, Mr. Tse and Mr. Fung does not have any relationship with any Directors, senior management or substantial or controlling shareholders of the Save as disclosed above, the Board is not aware of any other matters relating to the aforesaid appointments that need to be brought to the attention of the shareholders of the Company and any other information that should be disclosed pursuant to rule 13.51(2)(h) (v) of the Listing Rules. The Board would like to express its warmest welcome to the newly appointed Directors in joining the Board. Following the Changes, the Company has two independent non-executive Directors, which falls below the minimum number required under rule 3.10(1) of the Listing Rules; the Audit Committee comprises two members, which falls below the minimum number required under rule 3.21 of the Listing Rules; and the Remuneration Committee is not chaired by an independent non-executive Director, which does not meet the requirement of rule 3.25 of the Listing Rules. The Board will appoint an appropriate person to fill the vacancy as soon as possible within three months from 5 October 2012 to meet the requirements under the Listing Rules. Further announcement will be made by the Company in relation to such appointments in accordance with the Listing Rules requirements. Hong Kong, 5 October 2012 By order of the Board JF Household Furnishings Limited ChengTingKong Chairman As at the date of this announcement, the executive Directors are Mr. Cheng Ting Kong, Ms. Yeung So Lai, Mr. Leung Kwok Yin, Mr. Leung Ming Ho and Mr. Lui Man Wah; and the independent non-executive Directors are Mr. Tse Ting Kwan and Mr. Fung Tze Wa. 5