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: 00511 APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS The Board of Directors ( Board ) of Television Broadcasts Limited ( Company ) announces the appointment of two Independent Non-executive Directors of the Company with effect from 1 April 2015. Appointment of Professor Caroline Wang Chia-Ling as an Independent Nonexecutive Director Professor Caroline Wang Chia-Ling ( Professor Wang ), aged 62, has been appointed as an Independent Non-executive Director of the Company with effect from 1 April 2015. Professor Wang is Professor of Business Practice at Business School of Hong Kong University of Science and Technology ( HKUST ). She was appointed as Adjunct Professor at HKUST in 2003 when she was the highest ranked Asian women executive at IBM globally. She had over 25 years of experiences with IBM in the US and across Asia Pacific. Among the various management roles she held while based in the US, Japan, and Greater China, Professor Wang had been Vice President of Marketing as well as Vice President of Business Transformation and Information Technology. Professor Wang was awarded a Master s Degree of Science from Harvard University and a Master s Degree of Arts from University of Wisconsin- Milwaukee. Professor Wang did not have 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. As at the date of this announcement and within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571, the Laws of Hong Kong) ( SFO ), Professor Wang does not hold any interest in the shares of the Company. 1
Professor Wang does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company. The Company will set out the terms and conditions of Professor Wang s appointment as an Independent Non-executive Director of the Company in a letter of appointment. In accordance with the articles of association of the Company ( Articles ), Professor Wang will hold office until the next general meeting of the Company (i.e. the annual general meeting of the Company to be held on 20 May 2015), and will then be eligible for election at the meeting. Upon her successful election at the meeting, she will be subject to retirement and re-election at every third annual general meeting of the Company in accordance with the Articles. In line with the other Directors of the Company and subject to approval by shareholders at the next annual general meeting of the Company to be held in May 2015, a Director s fee of HK$220,000 per annum, which was recommended by the Remuneration Committee and determined by the Board, will be paid to Professor Wang as a Director. The fee is payable on a pro rata basis by reference to the length of her service as a Director of the Company. Professor Wang confirmed that she has met the independence guidelines set out in Rule 3.13 of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ( Listing Rules ). A confirmation of Professor Wang s independence has been submitted to The Stock Exchange of Hong Kong Limited ( Stock Exchange ). Save as the information disclosed above, there is no other matter in relation to the appointment of Professor Wang as an Independent Non-executive Director of the Company which needs to be brought to the attention of the shareholders of the Company, and there is no other information which needs to be disclosed pursuant to any requirements set out in Rule 13.51(2) of the Listing Rules. Appointment of Dr. Allan Zeman as an Independent Non-executive Director Dr. Allan Zeman GBM, JP ( Dr. Zeman ), aged 66, has been appointed as an Independent Non-executive Director of the Company with effect from 1 April 2015. Dr. Zeman is the chairman of Lan Kwai Fong Group, a major property owner and developer in Hong Kong s Lan Kwai Fong, one of Hong Kong s popular tourist attractions and entertainment districts. Dr. Zeman was awarded an Honorary Doctorate of Laws degree from the University of Western Ontario, Canada in June 2004. He was also conferred degrees of Business Administration, honoris causa, by City University of Hong Kong and the HKUST both in November 2012. Dr. Zeman is the vice chairman and an independent non-executive director of Wynn Macau, 2
Limited and he also serves as an independent non-executive director of Global Brands Group Holding Limited, Pacific Century Premium Developments Limited, Sino Land Company Limited, Tsim Sha Tsui Properties Limited, which are listed on the main board of the Stock Exchange. He resigned as a non-executive director of Wynn Resorts, Limited, which is listed on the NASDAQ stock exchange in USA, on 13 December 2012. Dr. Zeman was the chairman of Hong Kong Ocean Park from July 2003 to June 2014. He is now the honorary advisor of Ocean Park. He serves as a member of the board of West Kowloon Cultural District Authority and is the Chairman of its Performing Art Committee. Mr. Zeman also serves on the board of the Star Ferry Company Limited. He is also a member of the General Committee of the Hong Kong General Chamber of Commerce, the Council of Governors of the Canadian Chamber of Commerce in Hong Kong, a member of the Asian Advisory Board of the Richard Ivey School of Business, The University of Western Ontario and member of the Hong Kong Sanatorium & Hospital Clinical Governance Committee. Save as disclosed in this paragraph, Dr. Zeman did not have any other directorships in the past three years in public companies the securities of which are listed on any securities market in Hong Kong and overseas. As at the date of this announcement and within the meaning of Part XV of the SFO, Dr. Zeman does not hold any interest in the shares of the Company. Dr. Zeman does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Company. The Company will set out the terms and conditions of Dr. Zeman s appointment as an Independent Non-executive Director of the Company in a letter of appointment. In accordance with the Articles, Dr. Zeman will hold office until the next general meeting of the Company (i.e. the annual general meeting of the Company to be held on 20 May 2015), and will then be eligible for election at the meeting. Upon his successful election at the meeting, he will be subject to retirement and re-election at every third annual general meeting of the Company in accordance with the Articles. In line with the other Directors of the Company and subject to approval by shareholders at the next annual general meeting of the Company to be held in May 2015, a Director s fee of HK$220,000 per annum, which was recommended by the Remuneration Committee and determined by the Board, will be paid to Dr. Zeman as a Director. The fee is payable on a pro rata basis by reference to the length of his service as a Director of the Company. Dr. Zeman confirmed that he has met the independence guidelines set out in Rule 3.13 of the Listing Rules. A confirmation of Dr. Zeman s independence has been submitted to the Stock Exchange. 3
Save as the information disclosed above, there is no other matter in relation to the appointment of Dr. Zeman as an Independent Non-executive Director of the Company which needs to be brought to the attention of the shareholders of the Company, and there is no other information which needs to be disclosed pursuant to any requirements set out in Rule 13.51(2) of the Listing Rules. Rules 3.10(1) and 3.10A of the Listing Rules Upon the appointment of Professor Wang and Dr. Zeman as Independent Nonexecutive Directors of the Company on 1 April 2015, there will be a total of four Independent Non-executive Directors on the Board, which fulfills the requirements of the minimum number of three independent non-executive directors as prescribed under Rule 3.10(1) of the Listing Rules. This total of four Independent Nonexecutive Directors represents one-third of the composition of the Board of Directors as prescribed under Rule 3.10A of the Listing Rules. The Board would like to warmly welcome Professor Wang and Dr. Zeman as its new members. Hong Kong, 31 March 2015 By Order of the Board Adrian MAK Yau Kee Company Secretary 4
As at the date of this announcement, the Board of the Company comprises: Chairman and Non-executive Director Dr. Charles CHAN Kwok Keung Executive Directors Mark LEE Po On Group Chief Executive Officer CHEONG Shin Keong General Manager Non-executive Directors Mona FONG Cher WANG Hsiueh Hong Jonathan Milton NELSON Anthony LEE Hsien Pin CHEN Wen Chi Independent Non-executive Directors Dr. Raymond OR Ching Fai SBS, JP Dr. William LO Wing Yan JP Alternate Directors Dr. Allan YAP Alternate Director to Dr. Charles CHAN Kwok Keung Harvey CHANG Hsiao Wei Alternate Director to Cher WANG Hsiueh Hong Jessica Huang POULEUR Alternate Director to Jonathan Milton NELSON 5