Town Health International Medical Group Limited

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. Town Health International Medical Group Limited (Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock Code: 3886) (1) POLL RESULTS OF THE ANNUAL GENERAL MEETING; (2) RETIREMENT OF DIRECTORS; AND (3) APPOINTMENT OF DIRECTORS AND CHANGE IN COMPOSITION OF BOARD COMMITTEES POLL RESULTS OF THE ANNUAL GENERAL MEETING The Board announces that, save for resolutions numbered 2(c) and 7, all the other resolutions as set out in the AGM Notice were duly passed at the AGM held on 29 June RETIREMENT OF DIRECTORS The Board announces that each of Dr. Cho Kwai Chee and Mr. Tsai Ming-hsing retired as a non-executive Director at the AGM. The Board also announces that resolution numbered 2(c) in the AGM Notice regarding the re-election of Mr. Wong Tat Tung, MH, JP as an independent non-executive Director was not passed at the AGM since there was not a majority of votes cast for such resolution. Accordingly, Mr Wong Tat Tung, MH, JP has retired as an independent non-executive Director with effect from the conclusion of the AGM in accordance with the Bye-laws. 1

2 APPOINTMENT OF DIRECTORS AND CHANGE IN COMPOSITION OF BOARD COMMITTEES The Board announces that, with effect from the conclusion of the AGM, (i) Dr. Chan Wing Lok, Brian has been appointed as an executive Director; (ii) Mr. Yu Kai Fung Jackie has been appointed as an independent non-executive Director; and (iii) Mr. Wong Sai Kit has been appointed as an independent non-executive Director. The Board also announces that, with effect from the conclusion of the AGM,(i) Mr. Wong Tat Tung, MH, JP has ceased to be the chairman of the Nomination Committee and a member of each of the Audit Committee and the Remuneration Committee; (ii) Mr. Yu Kai Fung Jackie has been appointed as the chairman of the Nomination Committee and a member of each of the Audit Committee and the Remuneration Committee; and (iii) Mr. Wong Sai Kit has been appointed as a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee. Reference is made to the circular of Town Health International Medical Group Limited ( Company ) dated 29 May 2018 and the supplemental circular of the Company dated 14 June 2018 (collectively the Circular ) in relation to the proposals for appointment of directors, re-election of retiring directors and general mandate to repurchase shares. Unless otherwise specified, capitalised terms used in this announcement shall have the same meanings as those defined in the Circular. POLL RESULTS OF THE ANNUAL GENERAL MEETING The Board announces that, save for resolutions numbered 2(c) and 7, all the other resolutions as set out in the notice convening the AGM dated 29 May 2018 and the supplemental notice of the AGM dated 14 June 2018 (collectively the AGM Notice ) were duly passed as ordinary resolutions of the Company by the Shareholders by way of poll at the AGM held on 29 June As at the date of the AGM, there were a total of 7,526,134,452 Shares in issue. No Shareholder has stated in the Circular that he/she/it intended to vote against or would abstain from voting in respect of any resolution proposed at the AGM. To the best of the Directors knowledge, information and belief having made all reasonable enquiries, there was no Share entitling the Shareholders to attend and abstain from voting in favour of the resolutions at the AGM and no Shareholder was required to abstain from voting on any of the resolutions proposed at the AGM. As such, there were a total of 7,526,134,452 Shares, representing 100% of the issued share capital of the Company as at the date of the AGM, entitling Shareholders to attend and vote for or against the resolutions proposed at the AGM. 2

3 Full text of the resolutions is set out in the AGM Notice. The poll results for those resolutions are as follows: Ordinary resolutions Number of Shares (Approximate %) For Against 1. To receive and adopt the audited consolidated financial statements of the Company, the report of the Directors and the independent auditor s report for the year ended 31 December To re-elect the following retiring Directors: 6,145,320,353 (99.66%) 21,208,597 (0.34%) (a) Miss Choi Ka Yee, Crystal as an executive Director; 6,156,540,720 (99.84%) (b) Mr. Wong Seung Ming as an executive Director; and 6,156,540,720 (99.84%) 9,988,230 (0.16%) 9,988,230 (0.16%) (c) Mr. Wong Tat Tung, MH, JP as an independent nonexecutive Director. 2,536,823,503 (41.14%) 3,629,704,547 (58.86%) 3. To authorise the Board to fix the Directors remuneration. 6,159,452,950 (99.89%) 7,076,000 (0.11%) 4. To re-appoint Moore Stephens CPA Limited as the auditors of the Company and authorise the Board to fix their remuneration. 5. To grant a general mandate to the Directors to repurchase Shares not exceeding 10% of the number of issued Shares as described in resolution no. 5 of the AGM Notice. 6. To appoint Dr. Chan Wing Lok, Brian as an executive Director. 7. To appoint Mr. Ma Pao-Lin (also known as Manson Ma) as a non-executive Director. 6,145,320,353 (99.66%) 6,160,028,950 (99.89%) 6,156,540,720 (99.84%) 2,550,131,470 (41.35%) 21,208,597 (0.34%) 6,500,000 (0.11%) 9,988,230 (0.16%) 3,616,396,580 (58.65%) 8. To appoint Mr. Yu Kai Fung Jackie as a Director. 3,712,356,483 (61.98%) 9. To appoint Mr. Wong Sai Kit as a Director. 3,712,356,183 (61.98%) 2,277,224,116 (38.02%) 2,277,224,116 (38.02%) Note: The number of votes and percentage of the voting as stated above are based on the total number of Shares held by the Shareholders who attended and voted at the AGM in person, by authorised corporate representative or by proxy. 3

4 As more than 50% of the votes were cast in favour of resolutions numbered 1, 2(a), 2(b), 3 to 6 and 8 to 9 in the AGM Notice proposed at the AGM, such resolutions were duly passed by the Shareholders as ordinary resolutions of the Company. As more than 50% of the votes were cast against resolutions numbered 2(c) and 7 in the AGM Notice, such resolutions were not passed by the Shareholders as ordinary resolutions of the Company. Tricor Tengis Limited, the branch share registrar and transfer office of the Company in Hong Kong, was appointed as the scrutineer for the vote-taking at the AGM. RETIREMENT OF DIRECTORS The Board also announces that, due to other business commitments which require more of his dedications, each of Dr. Cho Kwai Chee ( Dr. Cho ) and Mr. Tsai Ming-hsing ( Mr. Tsai ) did not offer himself for re-election and retired as a non-executive Director at the AGM. Each of Dr. Cho and Mr. Tsai has confirmed that he has no disagreement with the Board and that he is not aware of any matter in connection with his retirement that needs to be brought to the attention of the Shareholders. The Board also announces that resolution numbered 2(c) in the AGM Notice regarding the re-election of Mr. Wong Tat Tung, MH, JP as an independent non-executive Director was not passed at the AGM since there was not a majority of votes cast for such resolution. Accordingly, Mr. Wong Tat Tung, MH, JP has retired as an independent non-executive Director with effect from the conclusion of the AGM in accordance with the Bye-laws. The Board would like to thank Dr. Cho, Mr. Tsai and Mr. Wong Tat Tung, MH, JP for their valuable contributions and services during their tenure of office. APPOINTMENT OF DIRECTORS AND CHANGE IN COMPOSITION OF BOARD COMMITTEES The Board announces that, with effect from the conclusion of the AGM, (i) Dr. Chan Wing Lok, Brian ( Dr. Chan ) has been appointed as an executive Director; (ii) Mr. Yu Kai Fung Jackie ( Mr. Yu ) has been appointed as an independent non-executive Director; and (iii) Mr. Wong Sai Kit ( Mr. Wong ) has been appointed as an independent non-executive Director. The Board also announces that, with effect from the conclusion of the AGM, (i) Mr. Wong Tat Tung, MH, JP has ceased to be the chairman of the nomination committee ( Nomination Committee ) and a member of each of the audit committee ( Audit Committee ) and the remuneration committee ( Remuneration Committee ) of the Board; (ii) Mr. Yu has been appointed as the chairman of the Nomination Committee and a member of each of the Audit Committee and the Remuneration Committee; and (iii) Mr. Wong has been appointed as a member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee. 4

5 The biographical details of each of Dr. Chan, Mr. Yu and Mr. Wong are set out below: (a) Dr. Chan Dr. Chan Wing Lok, Brian, aged 54, was appointed as an executive Director on 29 June Dr. Chan was an executive Director from July 2011 to September Dr. Chan graduated from The University of Hong Kong and holds the qualifications of MBBS (HK), DCH (RCP&SI) and DPD (Cardiff). He has been appointed as a Clinical Assistant Professor (honorary) in Family Medicine of the Faculty of Medicine, Jockey Club School of Public Health and Primary Care of The Chinese University of Hong Kong for the years Dr. Chan joined the Group in Dr. Chan is the Chairman of Town Health Medical & Dental Services Limited, a subsidiary of the Company, and is responsible for the Group s clinic operational management and business development, and the enhancement and maintenance of the Group s service quality. Dr. Chan is also a director of a number of subsidiaries of the Company. Save as disclosed above, as at the date of this announcement, Dr. Chan does not (i) hold any other major appointment and professional qualification or directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (ii) hold any position with the Company or other members of the Group. As at the date of this announcement, Dr. Chan does not have any relationship with any Director, senior management, substantial or controlling shareholders (having the meanings ascribed to them in the Listing Rules) of the Company. As at the date of this announcement, Dr. Chan is interested in 372,000 Shares, representing approximately 0.005% of the issued share capital of the Company under Part XV of the SFO. Pursuant to the letter of appointment entered into between the Company and Dr. Chan, Dr. Chan has been appointed as an executive Director for a term commenced from 29 June 2018 to 31 December 2020, and he will be subject to retirement by rotation and reelection at general meeting of the Company in accordance with the Bye-laws. Pursuant to the employment contract entered into between Town Health Medical & Dental Services Limited and Dr. Chan, Dr. Chan is entitled to an emolument of HK$133,290 per month which was determined by the Board with reference to his responsibilities, the Company s remuneration policy and the prevailing market conditions. 5

6 Dr. Chan was a director of the following private companies incorporated in Hong Kong, which were dissolved by deregistration under section 291AA of the then prevailing Companies Ordinance (Chapter 32 of the Laws of Hong Kong): Name of company Principal business activity before deregistration Date of dissolution Charter Most Limited ( ) Joy & Health Medical Centre Limited ( ) Town Health Traditional Chinese Medicine Services Limited ( ) Dermatonic Skincare & Laser Treatment Centre Limited Healthvision Club Limited ( ) Inactive 16 December 2011 Inactive 16 December 2011 Inactive 16 December 2011 Inactive 30 August 2013 Inactive 7 February 2014 Dr. Chan was also a director of Goldwell Investment Holdings Limited ( ) ( Goldwell ), a company incorporated in Hong Kong and dissolved by deregistration on 11 July 2014 under section 751 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong). Goldwell was inactive before deregistration. As confirmed by Dr. Chan, the abovementioned dissolved companies were solvent prior to their dissolutions. Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to the appointment of Dr. Chan that need to be brought to the attention of the Shareholders. (b) Mr. Yu Mr. Yu Kai Fung Jackie, aged 40, was appointed as an independent non-executive Director on 29 June Mr. Yu graduated from the University of New South Wales in Australia in 1998 with a bachelor degree in Information Systems and Accounting. He is an associate member of CPA Australia. In the past 14 years, Mr. Yu has been assuming an entrepreneur s role by running his own business in Australia, China and Hong Kong in fields of China sourcing, graphic design, mobile & web solution, photography & videography and promotional product. Mr. Yu is also the chairman of the Nomination Committee and a member of the Audit Committee and the Remuneration Committee. 6

7 Save as disclosed above, as at the date of this announcement, Mr. Yu does not (i) hold any other major appointment and professional qualification or directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (ii) hold any position with the Company or other members of the Group. As at the date of this announcement, Mr. Yu (i) does not have any relationship with any Director, senior management, substantial or controlling shareholders (having the meanings ascribed to them in the Listing Rules) of the Company; and (ii) is interested in 300 Shares within the meaning of Part XV of the SFO. Mr. Yu was a director of Daiquiri Group Asia Limited, a company incorporated in Hong Kong and dissolved by deregistration on 21 January 2011 under section 291AA of the then prevailing Companies Ordinance (Chapter 32 of the Laws of Hong Kong). Daiquiri Group Asia Limited was inactive before deregistration. Mr. Yu was also a director of Ma Jun Cheng Limited ( ), a company incorporated in Hong Kong and dissolved by deregistration on 10 June 2016 under section 751 of the Companies Ordinance (Chapter 622 of the Laws of Hong Kong). Ma Jun Cheng Limited was inactive before deregistration. As confirmed by Mr. Yu, the abovementioned dissolved companies were solvent prior to their dissolutions. Pursuant to the letter of appointment entered into between Mr. Yu and the Company, Mr. Yu has been appointed as an independent non-executive Director for a period from 29 June 2018 to 31 December 2020, subject to retirement by rotation and re-election at general meeting of the Company in accordance with the Bye-laws. Pursuant to the letter of appointment, Mr. Yu is entitled to an emolument of HK$12,000 per month which was determined by the Board with reference to his responsibilities, the Company s remuneration policy and the prevailing market conditions. Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to the appointment of Mr. Yu that need to be brought to the attention of the Shareholders. (c) Mr. Wong Mr. Wong Sai Kit, aged 55, was appointed as an independent non-executive Director on 29 June Mr. Wong obtained his Bachelor of Laws degree and the Postgraduate Certificate in Laws from The University of Hong Kong in 1985 and 1986 respectively. He was enrolled as a barrister-at-law in the Supreme Court of Hong Kong in Thereafter, Mr. Wong practised as a barrister in Hong Kong and subsequently practised as a solicitor of the Supreme Court of Hong Kong after he applied to remove his name from the roll of barristers of Hong Kong. Currently, Mr. Wong is not practising as a lawyer. Mr. Wong has been a consultant of Power Circles Dynamic Management Limited since 15 December Mr. Wong has also been a consultant of Australian MBS Fund Limited, the general partner of a limited partnership incorporated in the Cayman Islands, to assist in and advise on the matters of incorporation and the conduct of business of the limited partnership which involves in origination and/or acquisition of residential 7

8 mortgage loans in Australia, since Mr. Wong was also a non-executive director of Emergent Resources Limited, a company listed on the Australian Securities Exchange (Stock code: EMG) from June 2013 to November Mr. Wong is also a member of the Audit Committee, the Remuneration Committee and the Nomination Committee. Save as disclosed above, as at the date of this announcement, Mr. Wong does not (i) hold any other major appointment and professional qualification or directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (ii) hold any position with the Company or other members of the Group. As at the date of this announcement, Mr. Wong (i) does not have any relationship with any Director, senior management, substantial or controlling shareholders (having the meanings ascribed to them in the Listing Rules) of the Company; and (ii) is not interested in any Shares within the meaning of Part XV of the SFO. Mr. Wong was a director of Centaline Limited ( ), a company incorporated in Hong Kong and dissolved by striking off on 10 December As confirmed by Mr. Wong, such company was dormant and solvent prior to the dissolution. Pursuant to the letter of appointment entered into between Mr. Wong and the Company, Mr. Wong has been appointed as an independent non-executive Director for a period from 29 June 2018 to 31 December 2020, subject to retirement by rotation and reelection at general meeting of the Company in accordance with the Bye-laws. Pursuant to the letter of appointment, Mr. Wong is entitled to an emolument of HK$12,000 per month which was determined by the Board with reference to his responsibilities, the Company s remuneration policy and the prevailing market conditions. Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to the appointment of Mr. Wong that need to be brought to the attention of the Shareholders. The Board would like to welcome Dr. Chan, Mr. Yu and Mr. Wong to join the Board. Hong Kong, 29 June 2018 By Order of the Board Town Health International Medical Group Limited Lee Chik Yuet Executive Director As at the date of this announcement, the executive Directors are Miss Choi Ka Yee, Crystal (Chairperson), Dr. Hui Ka Wah, Ronnie, JP (Chief Executive Officer), Mr. Lee Chik Yuet, Mr. Wong Seung Ming (Chief Financial Officer) and Dr. Chan Wing Lok, Brian; the non-executive Directors are Dr. Choi Chee Ming, GBS, JP (Deputy Chairman), Ms. Fang Haiyan (Deputy Chairperson) and Mr. Chen Jinhao; and the independent non-executive Directors are Mr. Ho Kwok Wah, George, MH, Mr. Yu Xuezhong, Ms. Li Mingqin, Mr. Wang John Hong-chiun, Mr. Yu Kai Fung Jackie and Mr. Wong Sai Kit. 8