APPOINTMENT OF ALTERNATE DIRECTORS AND RE-DESIGNATION OF DIRECTOR
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- Damian Howard
- 5 years ago
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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: APPOINTMENT OF ALTERNATE DIRECTORS AND RE-DESIGNATION OF DIRECTOR The board of directors ( Board ) of Television Broadcasts Limited ( Company ) is pleased to announce the appointment of Dr. Allan Yap as an Alternate Director to Dr. Charles Chan Kwok Keung ( Dr. Chan ), and Mr. Chen Xian as an Alternate Director to Mr. Jonathan Milton Nelson ( Mr. Nelson ), effective 10 June Both Dr. Chan and Mr. Nelson are Non-executive Directors of the Company. The Board of the Company also announces the re-designation of Dr. Chow Yei Ching ( Dr. Chow ), who is currently a Non-Executive Director of the Company, as an Independent Non-executive Director of the Company, effective 10 June Dr. Allan YAP Aged 55, holds an honorary degree of Doctor of Laws and has over 28 years experience in finance, investment and banking. Dr. Yap is the chairman and executive director of Hanny Holdings Limited, and is an executive director of See Corporation Limited, the securities of which are listed on the main board of The Stock Exchange of Hong Kong Limited ( Stock Exchange ). 1
2 Dr. Yap is also the chairman and chief executive officer of China Enterprises Limited, the securities of which are traded on the OTC Securities Market in the USA, as well as Burcon NutraScience Corporation, the securities of which are listed on the Toronto Stock Exchange in Canada and the Frankfurt Stock Exchange in Germany. Dr. Yap is the executive chairman of PSC Corporation Ltd, Intraco Limited and Tat Seng Packaging Group Ltd., the securities of which are listed on the Singapore Exchange Limited. Dr. Yap was the chairman of MRI Holdings Limited, the securities of which were listed on the Australian Securities Exchange. He was an executive director of BIG Media Group Limited (now known as Neo Telemedia Limited) until July 2009, the securities of which are listed on the Growth Enterprise Market of the Stock Exchange. He was also an executive director of Rosedale Hotel Holdings Limited until May 2011, the securities of which are listed on the main board of the Stock Exchange. Save for the information disclosed above, Dr. Yap has not held any directorship in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong and overseas prior to the date of his appointment. Dr. Yap 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 and within the meaning of Part XV of the Securities and Futures Ordinance ( SFO ), Dr. Yap is not interested or deemed to be interested in the shares of the Company. There is no director s service contract between Dr. Yap and the Company with respect to his appointment as Alternate Director to Dr. Chan. Dr. Chan holds office as a Non-executive Director and is subject to retirement and re-election, in accordance with the Company s Articles of Association ( Articles ), at every third annual general meeting of the Company following his successful election as a Director at the 2011 annual general meeting which was held on 25 May As an Alternate Director to Dr. Chan, Dr. Yap will not receive any remuneration from the Company. Save as disclosed above, there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on the Stock Exchange ( Listing Rules ), nor are there any other matters that need to be brought to the attention of the Company s shareholders in relation to Dr. Yap s appointment as an Alternate Director to Dr. Chan. 2
3 Mr. CHEN Xian Aged 29, is a Vice President of Providence Equity Partners LLC (together with its affiliated investment funds, Providence ), a private equity firm that manages approximately US$23 billion of committed capital and specialises in equity investments in media, communications and information companies in North America, Europe and Asia. Mr. Chen joined Providence s Hong Kong office in 2009 where he focuses on investment activities in the Greater China region. Previously, he worked for the Private Equity Division of Morgan Stanley Asia Limited for about five and a half years. Mr. Chen received a Bachelor s degree in electronics engineering from Tsinghua University in Beijing. Mr. Chen has not held any directorship in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong and overseas prior to the date of his appointment. Mr. Chen is a director of Young Lion Holdings Limited ( YLH ) and Young Lion Acquisition Co. Limited ( YLACQ ). YLACQ is a direct wholly-owned subsidiary of YLH. YLACQ is a company interested in 100% of the issued share capital of Shaw Brothers (Hong Kong) Limited ( Shaw Brothers ), a substantial shareholder of the Company, and of which Mr. Chen is also a director. Save for the information disclosed above, he does not have any other relationship with any Directors, senior management, or substantial or controlling shareholders of the Company. As at the date of this announcement and within the meaning of Part XV of the SFO, Mr. Chen is not interested or deemed to be interested in the shares of the Company. There is no director s service contract between Mr. Chen and the Company with respect to his appointment as Alternate Director to Mr. Nelson. Mr. Nelson holds office as a Non-executive Director, and is subject to retirement and re-election, in accordance with the Articles, at every third annual general meeting of the Company following his successful election as a Director at the 2011 annual general meeting which was held on 25 May As an Alternate Director to Mr. Nelson, Mr. Chen will not receive any remuneration from the Company. Save as disclosed above, there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters that need to be brought to the attention of the Company s shareholders in relation to Mr. Chen s appointment as an Alternate Director to Mr. Nelson. 3
4 Dr. Chow Yei Ching, G.B.S. Age 75, was appointed a Director of the Company in Dr. Chow remains as a Non-executive Director of the Company until 10 June 2011 whereupon he is re-designated as an Independent Non-executive Director of the Company on the same date. Dr. Chow is the founder and chairman of Chevalier group, which consists of two listed companies on the Stock Exchange - Chevalier International Holdings Limited and Chevalier Pacific Holdings Limited. He is also an independent non-executive director of Towngas China Company Limited, a listed company on the Stock Exchange. He was appointed the Honorary Consul of The Kingdom of Bahrain in Hong Kong in Dr. Chow resigned as an independent non-executive director of Shaw Brothers on 16 April 2009, which was a company listed on the Stock Exchange until its withdrawal of listing on 19 March He also resigned as an independent non-executive director of Van Shung Chong Holdings Limited, a listed company on the Stock Exchange, on 1 January Save for the information disclosed above, Dr. Chow has not hold any directorships in the past three years in public companies the securities of which are listed on any securities market in Hong Kong and overseas. Dr. Chow does not have any relationships with any Directors, senior management, or substantial or controlling shareholders of the Company. As at the date of this announcement and within the meaning of Part XV of the SFO, Dr. Chow is interested in 100,000 shares, representing approximately 0.02% of issued share capital of the Company. The interests held by Dr. Chow represent long positions. Save for the information disclosed above, Dr. Chow does not hold any other interest in the shares of the Company. There is no director s service contract between Dr. Chow and the Company with respect to his re-designation as an Independent Non-executive Director of the Company. He is subject to retirement and re-election, in accordance with the Articles, at every third annual general meeting of the Company following his successful re-election as a Director at the Company s 2011 annual general meeting which was held on 25 May Dr. Chow is entitled to Director s remuneration as recommended by the Remuneration Committee of the Board and determined by the Broad and, if required, approved by shareholders in general meeting. Dr. Chow is entitled to a Director s fee of HK$150,000 per annum for the year ending 31 December Such director s remuneration is determined by reference to the director s duties and responsibilities, as well as the remuneration for directors of comparable 4
5 listed companies. Dr. Chow confirmed that he has met the independence guidelines set out in Rule 3.13 of the Listing Rules and a confirmation of independence has been submitted to the Stock Exchange. Save as disclosed above, there is no other information which is required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules, nor are there any other matters that need to be brought to the attention of the Company s shareholders in relation to the re-designation of Dr. Chow as an Independent Non-executive Director of the Company. By Order of the Board Adrian MAK Yau Kee Company Secretary Hong Kong, 10 June
6 As at the date of this announcement and immediately following the appointment of Dr. Allan Yap and Mr. Chen Xian as Alternate Directors and the re-designation of Dr. Chow Yei Ching as Independent Non-executive Director, the Board of the Company comprises: Chairman Sir Run Run SHAW, G.B.M.* Executive Directors Dr. Norman LEUNG Nai Pang, G.B.S., LL.D., J.P., Executive Deputy Chairman Mona FONG, Deputy Chairperson and Managing Director, and Alternate Director to Sir Run Run SHAW Mark LEE Po On Non-executive Directors Christina LEE LOOK Ngan Kwan Kevin LO Chung Ping Dr. Charles CHAN Kwok Keung Cher WANG Hsiueh Hong Jonathan Milton NELSON Independent Non-executive Directors Dr. CHOW Yei Ching, G.B.S. Edward CHENG Wai Sun, S.B.S., J.P. Chien LEE Gordon SIU Kwing Chue, G.B.S., J.P. Vivien CHEN Wai Wai Alternate Directors Anthony LEE Hsien Pin, Alternate Director to Christina LEE LOOK Ngan Kwan Dr. Allan YAP, Alternate Director to Dr. Charles CHAN Kwok Keung CHEN Wen Chi, Alternate Director to Cher WANG Hsiueh Hong CHEN Xian, Alternate Director to Jonathan Milton NELSON * Non-executive Chairman 6
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