MAXNERVA TECHNOLOGY SERVICES LIMITED Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the 'Stock Exchange') 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 Bermuda with limited liability)
(Stock code: 1037)- RESIGNATION OF EXECUTIVE DIRECTORS;
- RESIGNATION OF PRESIDENT AND VICE PRESIDENT;
- APPOINTMENT OF CHAIRMAN OF THE COMPANY AND ACTING CHIEF EXECUTIVE OFFICER; AND
- CHANGE OF AUTHORISED REPRESENTATIVES
The Board announces that with effect from 25 November 2015, (1) Ms. Chan Yuen Mei, Pinky, Mr. Cheung Wai Ho and Mr. Chong Wing Kam, James have resigned as executive Directors of the Company; (2) Mr. Lau Tak Wan has resigned as the president of the Company and Ms. Chan Yuen Mei, Pinky has resigned as the vice president of the Company; (3) Mr. Hui Lap Shun John has been appointed as the chairman of the Company and the acting chief executive officer; and (4) Mr. Tse Tik Yang Denis and Mr. Tsang Hing Bun were appointed as the authorised representatives of the Company in place of Mr. Lau Tak Wan and Ms. Chan Yuen Mei, Pinky.
References are made to, among others, (i) the joint announcements issued by the Offeror and the Company dated 7 August 2015, 9 September 2015, 22 September 2015 and 29 October 2015, respectively; (ii) the announcements of the Company dated 11 August 2015, 8 October 2015,
19 October 2015 and 3 November 2015, respectively; (iii) the circular of the Company dated 30 September 2015 (the 'Circular'); and (iv) the composite offer and response document jointly issued by the Offeror and the Company dated 2 November 2015. Unless otherwise defined herein or the context otherwise requires, terms used in this announcement shall have the same meanings as those defined in the Circular.
* for identification purpose only
RESIGNATION OF EXECUTIVE DIRECTORSThe Board of the Company announces that Ms. Chan Yuen Mei, Pinky ('Ms. Chan'), Mr. Cheung Wai Ho ('Mr. Cheung') and Mr. Chong Wing Kam, James ('Mr. Chong') have resigned as executive Directors of the Company with effect from 25 November 2015.
Ms. Chan, Mr. Cheung and Mr. Chong have confirmed that they have no disagreement with the Board, and there are no matters that need to be brought to the attention of the shareholders of the Company and the Stock Exchange in respect of their resignation.
The Board would like to take this opportunity to express its appreciation to Ms. Chan, Mr. Cheung and Mr. Chong for their valuable contribution towards the Company during their tenure of office.
Following the resignation of Ms. Chan, Mr. Cheung and Mr. Chong, the Board consists of six executive Directors and three independent non-executive Directors. As the number of the independent non-executive Directors accounts for one-third of the composition of the Board, the Company is able to comply with the requirement under Rule 3.10A of the Rules Governing the Listing of Securities on the Stock Exchange (the 'Listing Rules').
The Board announces that with effect from 25 November 2015, Mr. Lau Tak Wan ('Mr. Lau') has resigned as the president of the Company and Ms. Chan Yuen Mei, Pinky has resigned as the vice president of the Company. Mr. Lau will remain as an executive Director of the Company despite his resignation as the president of the Company.
The Board is pleased to announce that Mr. Hui Lap Shun John ('Mr. Hui'), an executive Director of the Company, has been appointed as the chairman of the Company and the acting chief executive officer with effect from 25 November 2015.
Set out below are the biographical details of Mr. Hui:
Mr. Hui, aged 59, is a veteran entrepreneur in the IT industry. In the mid-1990s, Mr. Hui was one of the founders of technology company eMachines, Inc., which was sold to Gateway Inc. in 2004. In 2006, Mr. Hui acquired the European technology company Packard Bell BV, which was sold to Acer Inc. in 2009, and acquired InFocus, a digital display technology company in 2009. Mr. Hui is also the founder and chairman of Fuhu, Inc., creator of the Nabi Pad and other cloud-served software and products for children. Mr. Hui has an MBA from McMaster University.
As at the date of this announcement, there is no service agreement between the Company and Mr. Hui in respect of his appointment as the acting chief executive officer. Mr. Hui will have no fixed term of service with the Company but will be subject to retirement and re-election at the forthcoming annual general meeting of the Company after his appointment and also be subject to the retirement by rotation and re-election in accordance with the Company's Bye-Laws. Mr. Hui will not receive remuneration from the Company for serving as the acting chief executive officer in the Company before any service agreement is entered into between the Company and Mr. Hui, but the expenses incurred in connection with his discharge of duties as the acting chief executive officer will be borne by the Company.
Save as disclosed above, as at the date of this announcement, Mr. Hui: (i) does not hold any other position in the Company or its subsidiaries; (ii) does not hold any other directorships 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; (iii) does not, and is not deemed to have any interests or short positions in any shares, underlying shares or debentures of the Company or any of its associated corporations within the meaning of Part XV of the SFO; and (iv) does not have any relationship with any directors, senior management, substantial shareholders (as defined in the Listing Rules) or controlling shareholders (as defined in the Listing Rules) of the Company.
Save for the information set out above, there are no matters that are required to be disclosed in accordance with Rule 13.51(2) of the Listing Rules and there are no other matters that needed to be brought to the attention of the Shareholders in connection with the appointment of Mr. Hui as the acting chief executive officer.
The Board also announces that Mr. Tse Tik Yang, Denis and Mr. Tsang Hing Bun were appointed as the authorised representatives of the Company under Rule 3.05 of the Listing Rules in place of Mr. Lau and Ms. Chan with effect from 25 November 2015.
By order of the Board
Daiwa Associate Holdings Limited LAU Tak WanPresident
Hong Kong, 24 November 2015
As at the date of this announcement, the Board comprises nine executive Directors, namely Mr. Lau Tak Wan, Ms. Chan Yuen Mei, Pinky, Mr. Cheung Wai Ho, Mr. Chong Wing Kam, James, Mr. Fung Wai Ching, Mr. Hui Lap Shun John, Mr. Chien Yi-Pin Mark, Mr. Tse Tik Yang Denis and Mr. Ryu Young Sang James and three independent non-executive Directors, namely Dr. Barry John Buttifant, Mr. Choi Yuk Fan and Dr. Liu Ngai Wing.
The Directors jointly and severally accept full responsibility for the accuracy of the information contained in this announcement and confirm having made all reasonable enquiries, that to the best of their knowledge, opinions expressed in this announcement have been arrived at after due and careful consideration and there are no other facts not contained in this announcement the omission of which would make any statement in this announcement misleading.
The English text of this announcement shall prevail over its Chinese text.
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