(Incorporated in Hong Kong with limited liability) (Stock Code: 966)

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: 966) ANNOUNCEMENT (1) CHANGE OF DIRECTORS, MEMBERS OF AUDIT COMMITTEE, CHAIRMAN AND MEMBER OF REMUNERATION COMMITTEE AND MEMBERS OF NOMINATION COMMITTEE; (2) CHANGE OF TITLE OF DIRECTOR; AND (3) APPOINTMENT OF SENIOR MANAGEMENT The Board announces the following changes and appointments: Changes in the composition of the Board, Audit Committee, Remuneration Committee and Nomination Committee of the Company with effect from 27 August 2013: (1) Mr. MENG Zhaoyi has been appointed as an Executive of the Company; (2) Mr. HUANG Weijian, Mr. ZHU Xiangwen, Mr. WU Changming and Mr. NI Rongming have been appointed as Non-executive s of the Company; (3) Mr. MA Junlu has been appointed as an Independent Non-executive of the Company, chairman of the Remuneration Committee, member of the Audit Committee and member of the Nomination Committee of the Company; (4) Mr. WU Ting Yuk Anthony has been appointed as an Independent Non-executive of the Company, member of the Remuneration Committee and member of the Nomination Committee of the Company; (5) Mr. PENG Wei has resigned as an Executive of the Company; (6) Mr. LI Tao has resigned as a Non-executive of the Company and a member of the Audit Committee of the Company; and (7) Mr. LEE Kong Wai Conway has resigned as an Independent Non-executive of the Company, chairman of the Remuneration Committee, member of the Audit Committee and member of the Nomination Committee of the Company. Change of title of a director Mr. SONG Shuguang s title has been changed from Chief Executive Officer to General Manager of the Company with effect from 27 August

2 Appointments of senior management of the Company with effect from 27 August 2013 Mr. MENG Zhaoyi, Mr. XIE Yiqun, Mr. SHEN Nanning, Mr. PENG Wei and Ms. DING Xiangqun have been appointed as s of the Company. Mr. ZHENG Changyong has been appointed as Assistant to the General Manager of the Company. Mr. CHEN Mo has been appointed as the Chief Internal Auditor of the Company. Mr. LI Tao has been appointed as the Chief Financial Officer of the Company. The board of directors (the Board ) of China Taiping Insurance Holdings Company Limited (the Company, and together with its subsidiaries, the Group ) announces the changes to the composition of the Board, Audit Committee, Remuneration Committee and Nomination Committee of the Company with effect from 27 August 2013 as follows. APPOINTMENT OF DIRECTORS, MEMBERS OF AUDIT COMMITTEE, CHAIRMAN AND MEMBER OF REMUNERATION COMMITTEE AND MEMBERS OF NOMINATION COMMITTEE Mr. MENG Zhaoyi has been appointed as an Executive of the Company. Mr. HUANG Weijian, Mr. ZHU Xiangwen, Mr. WU Changming and Mr. NI Rongming have been appointed as Non-executive s of the Company. Mr. MA Junlu has been appointed as an Independent Non-executive of the Company, chairman of the Remuneration Committee, member of the Audit Committee and member of the Nomination Committee of the Company. Mr. WU Ting Yuk Anthony has been appointed as an Independent Non-executive of the Company, member of the Remuneration Committee and member of Nomination Committee of the Company. Biographical information of Mr. MENG Zhaoyi, Mr. HUANG Weijian, Mr. ZHU Xiangwen, Mr. WU Changming, Mr. NI Rongming, Mr. MA Junlu and Mr. WU Ting Yuk Anthony (collectively the New s ) are set out below: Executive Mr. MENG Zhaoyi Aged 53 in China Taiping Insurance Group Ltd. ( ) and its subsidiaries Taiping Reinsurance Company Limited China Taiping Insurance (HK) Company Limited Taiping General Insurance Company Limited ( TPI ) China Taiping Insurance Group (HK) Company Limited ( (HK) ), 2011-Present, 2011-Present, 2012-Present, 2009-Present,, 2009-Present - 2 -

3 Past Offices China Insurance Regulatory Commission ( CIRC ) People s Bank of China ( PBOC ) Southwestern University of Finance and Economics, China Tianjin University of Finance and Economics, China Served in various positions including of the International Cooperation Division of the Foreign Business Department, Deputy General and General of the Foreign Business Department Served in various positions including Secretary (Division Chief Level) of the First Division of the General Administration Department and of the Property and Casualty Insurance Management Division of the Insurance Department Doctor of Philosophy in Economics, Master Degree in Economics Bachelor Degree in Economics Non-executive s Mr. HUANG Weijian Aged 52 Past Offices The State Council of China Deputy of the Rural Integrated Reform Working Group Office Ministry of Finance of China University of Science and Technology of China Served in various positions including Deputy of the General Affairs and Reform Department, of the General Affairs and Reform Department (General Affairs Department) Payment Management Division, the Income and Fund Policy Management Division, the Housing and Land Division Doctor of Philosophy in Management Science and Engineering - 3 -

4 Mr. ZHU Xiangwen Aged 45 Past Offices Ministry of Finance of China Served in various positions including Deputy of the Fifth Division of the Legal Affairs Department, Deputy of the Enterprise Financial Management Division of the Tibet Department of Finance, Deputy, Researcher and of the Second Division of the Legal Affairs Department, of the Comprehensive Department, Deputy -General of the Legal Affairs Department Renmin University of China Economics Law, Law Department Mr. WU Changming Aged 47 Past Offices PBOC Served in various positions including Assistant Researcher of the Business Management Supervision Division of the Internal Audit Department, Deputy and of the Financial Audit Division of the Internal Audit Department, of the Exit Audit Department, Deputy of the Graduate School, of the Second Division of the Disciplinary Committee and Supervisory Bureau Hunan College of Finance and Economics Master of Finance, International Finance Department - 4 -

5 Mr. NI Rongming Aged 55 Past Offices PBOC Served in various positions including Vice President and President of the Liupanshui Branch, President of the Guiyang Branch and Vice President of the Guiyang Central Sub-Branch CIRC Party School of Guizhou Province Served in various positions including Assistant of the Chengdu Office, Deputy and of the Sichuan Bureau Economics Management Independent Non-executive Mr. MA Junlu Aged 59 Current Offices Past Offices Education, Qualification & China Society for Finance and Banking China International Finance Society China Urban Financial Society Nankai University, China Columbia University, United States Nankai University, China McMaster University, Canada Executive Member Executive Member Vice Served in various positions including Head of the Department of Finance, Vice Dean of the Institute of Finance and Development and Dean of the School of Economics Fulbright Senior Visiting Scholar Professor, Doctorate and Master Degree in Finance, Bachelor Degree in Economics Master Degree of Economics PhD Instructor Qualifications - 5 -

6 Mr. WU Ting Yuk Anthony Aged 58 Current 12th Chinese People s Political Consultative Offices Conference National Committee Agricultural Bank of China Limited Hong Kong Hospital Authority Hong Kong General Chamber of Commerce Bauhinia Foundation Research Center United Nations Association of the PRC Tokyo-Mitsubishi UFJ, Ltd. Fidelity Funds Guangdong Investment Limited National Health and Family Planning Commission of the PRC (Previously named as The Ministry of Health) State Administration of Traditional Chinese Medicine of the PRC International Collaboration Hong Kong Health and Medical Development Advisory Committee Member of Standing Committee Independent Non-executive ( INED ) Member of board of directors Chief Advisor INED INED Advisor Principal Advisor Member China Society for People s Friendship Studies Foundation of Oxford University Member Trustee Past Offices Ernst & Young PLLC Hong Kong General Chamber of Commerce Bauhinia Foundation Research Center of Far East and China - 6 -

7 Education, Qualification & Hong Kong Institute of Certified Public Accountants Association of Chartered Certified Accountants Hong Kong College of Community Medicine Government of HKSAR Member Member Honorary Fellow Justice of the Peace Awarded Gold Bauhinia Star Save as disclosed above, the New s have not held directorships in any other listed public companies during the past three years or any other positions with the Company and other members of the Group. As at the date hereof, the New s have no 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 New s do not have any relationship with any other directors, senior management, substantial shareholders or controlling shareholders (as defined under the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited (the Listing Rules )) of the Company. The New s are not appointed for a specific term, but will retire at the annual general meeting of the Company in 2014 pursuant to Article 93 of the Company s articles of association, at which time they will be eligible for re-election. Thereafter, they will be subject to retirement by rotation and re-election every three years at the annual general meetings of the Company in accordance with Article 97 of the Company s articles of association. Mr. MENG Zhaoyi is entitled to a remuneration of RMB395,200 per annum subject to an annual review by the Board and the Remuneration Committee of the Company. In addition, Mr. Meng is entitled to receive discretionary bonus payments or other benefits as may be decided by the Board and the Remuneration Committee of the Company from time to time, having regard to his performance and duties, the Company s performance and profitability, and the prevailing market conditions. Mr. MA Junlu and Mr. WU Ting Yuk Anthony are each entitled to a remuneration of HK$320,000 per annum. As specified in the appointment letters of Mr. HUANG Weijian, Mr. ZHU Xiangwen, Mr. WU Changming and Mr. NI Rongming, they are not entitled to receive any remuneration or other benefits unless otherwise decided by the Board and Remuneration Committee of the Company in accordance with the procedures applicable to the Board and the Remuneration Committee. The New s have confirmed that there is no information required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules. The Board is not aware of any other matter relating to the appointment of the New s that needs to be brought to the attention of the shareholders of the Company. The Board would like to take this opportunity to welcome the New s to join the Company

8 RESIGNATION OF EXECUTIVE DIRECTOR, NON-EXECUTIVE DIRECTOR, INDEPENDENT NON-EXECUTIVE DIRECTOR, CHAIRMAN OF REMUNERATION COMMITTEE, MEMBERS OF AUDIT COMMITTEE AND MEMBER OF NOMINATION COMMITTEE Due to another assignment, Mr. PENG Wei has resigned as an Executive of the Company. Mr. LI Tao has resigned as a Non-executive of the Company and a member of the Audit Committee of the Company. Due to other business engagement, Mr. LEE Kong Wai Conway has resigned as an Independent Non-executive of the Company, chairman of the Remuneration Committee, member of the Audit Committee and member of the Nomination Committee of the Company. Each of Mr. PENG Wei, Mr. LI Tao and Mr. LEE Kong Wai Conway have confirmed that there is no disagreement with the Board, and there is no matter relating to their respective resignations that needs to be brought to the attention of The Stock Exchange of Hong Kong Limited and the shareholders of the Company. The Board acknowledges the contributions of Mr. PENG Wei and Mr. LI Tao during their service as directors for the Board and believes that they will continue to make valuable contributions towards the Group. The Board also expresses its sincere gratitude and appreciation to Mr. LEE Kong Wai Conway for his contribution to the Company during his tenure of service as an Independent Non-executive of the Company. CHANGE OF TITLE OF DIRECTOR Mr. SONG Shuguang s title has been changed from Chief Executive Officer to General Manager of the Company. The purpose of the change is to make consistent the professional titles used among the Group. APPOINTMENT OF SENIOR MANAGEMENT The Board also announces the appointment of senior management of the Company with effect from 27 August 2013 as follows: Mr. MENG Zhaoyi, Mr. XIE Yiqun, Mr. SHEN Nanning, Mr. PENG Wei and Ms. DING Xiangqun have been appointed as s of the Company. Mr. ZHENG Changyong has been appointed as Assistant to the General Manager of the Company. Mr. CHEN Mo has been appointed as the Chief Internal Auditor of the Company. Mr. LI Tao has been appointed as the Chief Financial Officer of the Company. Biographical information of Mr. XIE Yiqun, Mr. SHEN Nanning, Mr. PENG Wei, Ms. DING Xiangqun, Mr. ZHENG Changyong, Mr. CHEN Mo and Mr. LI Tao are set out below: - 8 -

9 Mr. XIE Yiqun Aged 52 in and its subsidiaries Taiping Life Insurance Company Limited ( TPL ) TPI Taiping Asset Management Company Limited ( TPAM ) Taiping Assets Management (HK) Company Limited ( TPA (HK) ) Taiping Pension Company Limited ( TPP ) (HK) Chief Executive Officer Mr. SHEN Nanning Aged 56 in and its subsidiaries Middlesex University Business School in the United Kingdom Nankai University, China TPL TPI TPP Taiping Reinsurance Brokers Company Limited (HK) Master of Arts in Chinese Management Insurance, Finance Department Over 30 years of experience in the insurance and finance industries Xiamen University, China Doctor of Philosophy in Finance Dalian Maritime University, China Specialized in Ship Navigation Senior Economist, over 20 years of experience in insurance - 9 -

10 Mr. PENG Wei Aged 47 in and its subsidiaries TPL TPI TPAM TPP Taiping E-Commerce Company Limited (HK) Peiking University, China Master of Science Degree Senior Economist, over 18 years of experience in insurance and strategic management Ms. DING Xiangqun Aged 48 TPI in and its subsidiaries (HK) Renmin University, China Master Degree in Economics

11 Mr. ZHENG Changyong Aged 48 in and its subsidiaries TPP TPAM (HK) Beijing Technology and Business University Assistant to General Manager Assistant to General Manager Master Degree in Economics Mr. CHEN Mo Aged 53 in and its subsidiaries TPI TPL (HK) Southwestern School of Finance and Economics, China University of South Australia of the board of supervisors Person-in-charge of Auditing Person-in-charge of Auditing Agricultural Economics Master of Business Administration

12 Mr. LI Tao Aged 40 in and its subsidiaries TPL TPI TPAM TPP TPA (HK) (HK) Fudan Univeristy, China Wuhan University, China The Association of Chartered Certified Accountants of the United Kingdom Chief Financial Officer Chief Financial Officer EMBA Bachelor of Arts Degree Fellow By order of the Board of China Taiping Insurance Holdings Company Limited WANG Bin Hong Kong, 27 August 2013 As at the date of this announcement, the Board comprises 12 directors, of which Mr. WANG Bin, Mr. SONG Shuguang, Mr. MENG Zhaoyi and Mr. XIE Yiqun are executive directors, Mr. HUANG Weijian, Mr. ZHU Xiangwen, Mr. WU Changming and Mr. NI Rongming are non-executive directors and Dr. WU Jiesi, Mr. CHE Shujian, Mr. MA Junlu and Mr. WU Ting Yuk Anthony are independent non-executive directors. This announcement is posted on the website of The Stock Exchange of Hong Kong Limited at and on the website of the Company at