GLOBAL BIO-CHEM TECHNOLOGY GROUP COMPANY LIMITED 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.
Global bio-chem TechnoloGy Group company limiTed*
(incorporated in the Cayman Islands with limited liability)
(Stock code: 00809) chanGe oF direcTorS
The Board announces that:
(i) Mr. Lee Yuen Kwong has resigned as independent non-executive Director with effect from
27 February 2015;
(ii) Mr. Chan Man Hon, Eric has resigned as independent non-executive Director with effect from 28 February 2015; and
(iii) Mr. Chan Chi Wai, Benny and Mr. Ng Kwok Pong have been appointed as independent non- executive Directors with effect from 1 March 2015.
The board (the "board") of directors (the "directors") of Global Bio-chem Technology Group Company Limited (the "company", together with its subsidiaries, the "Group") announces that (i) Mr. Lee Yuen Kwong has tendered his resignation as an independent non-executive Director with effect from 27 February 2015 as he wishes to focus on his own professional business and (ii) Mr. Chan Man Hon Eric has tendered his resignation as an independent non-executive Director with effect from 28 February 2015 as he wishes to focus on his own private affairs. Following their resignation as independent non-executive Directors, they have also ceased their roles in the audit committee, remuneration committee, nomination committee and corporate governance committee of the Company.
Each of Mr. Lee Yuen Kwong and Mr. Chan Man Hon, Eric has confirmed that there is no disagreement between him and the Board and there are no matters that need to be brought to the attention of the shareholders of the Company in connection with his resignation.
* for identification purpose only
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The Board would like to express its gratitude to Mr. Lee and Mr. Chan for their valuable contribution to the Company during their tenure of office.
The Board announces that Mr. Chan Chi Wai, Benny ("mr. chan") and Mr. Ng Kwok Pong ("mr. ng") have been appointed as independent non-executive Directors with effect from 1 March 2015. Mr. Chan has also been appointed as the chairman of the audit committee and corporate governance committee of the Company and member of the remuneration committee and nomination committee of the Company. Mr. Ng has also been appointed as the chairman of the remuneration committee of the Company and member of the audit committee, nomination committee and corporate governance committee of the Company.
mr. chan chi Wai, benny
Mr. Chan, aged 44, was graduated from Queensland University of Technology with a Bachelor's degree in Business (Accountancy) and he is a member of CPA Australia. He is currently the company secretary of Shanghai Qingpu Fire-Fighting Equipment Co., Ltd., a company whose shares are listed on the Growth Enterprise Market of The Stock Exchange of Hong Kong (the "Stock exchange") (stock code: 8115). Mr. Chan has over 20 years' experience in auditing, accounting and financial management.
As at the date of this announcement, Mr. Chan did not have any interest in the shares or underlying shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance. During the three years immediately before his appointment, other than acting as an independent non-executive director of Golden Shield Holdings (Industrial) Limited, a company whose shares are listed on the Stock Exchange (stock code: 2123) during June 2014 to January 2015, Mr. Chan had not held any directorship in other listed public companies in Hong Kong or overseas or any other major appointments and qualifications. Mr. Chan is not related to any Directors, senior management or substantial or controlling shareholders of the Company.
Mr. Chan has entered into an appointment letter with the Company for an initial term of two years commencing from 1 March 2015, which shall be renewable automatically for successive terms of one year unless terminated by not less than three months' written notice served by either party at any time during the then existing term. Under the appointment letter, Mr. Chan shall be paid an annual director's fee of HK$480,000. The director's fee is determined by the Board with reference to his duties, responsibilities, performance and results of the Group.
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Mr. Ng, aged 42, was graduated from University of Greenwich with a Bachelor of Arts (Hons) in Accountancy and Finance. He is a member of the Hong Kong Institute of Certified Public Accountants and FCCA member of Association of Chartered Certified Accountants. Mr. Ng has over
15 years' experience in auditing and accounting, including working experience in listed companies in Hong Kong.
As at the date of this announcement, Mr. Ng did not have any interest in the shares or underlying shares in the Company within the meaning of Part XV of the Securities and Futures Ordinance. During the three years immediately before his appointment, Mr. Ng had not held any directorship in other listed public companies in Hong Kong or overseas or any other major appointments and qualifications. Mr. Ng is not related to any Directors, senior management or substantial or controlling shareholders of the Company.
Mr. Ng has entered into an appointment letter with the Company for an initial term of two years commencing from 1 March 2015, which shall be renewable automatically for successive terms of one year unless terminated by not less than three months' written notice served by either party at any time during the then existing term. Under the appointment letter, Mr. Ng shall be paid an annual director's fee of HK$480,000. The director's fee is determined by the Board with reference to his duties, responsibilities, performance and results of the Group.
Save as disclosed above, the Board is not aware of any other matters in relation to the appointment of Mr. Chan and Mr. Ng as an independent non-executive Directors that needs to be brought to the attention of the holders of securities of the Company nor is there any information to be disclosed by the Company pursuant to any of the requirements under the Rule 13.51(2) of the Rules Governing the Listing of Securities on the Stock Exchange.
The Board believes that during these challenging market environment, the appointment of the new team of independent non-executive Directors with strong financial and accounting background would be beneficial and strategically helpful to the Group. The Board takes this opportunity to express its warmest welcome to Mr. Chan and Mr. Ng to the Board.
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Reference is made to the announcement of the Company dated 6 February 2015. The Board also wishes to update the shareholders of the Company and potential investors that it has identified a suitable candidate for appointment as an independent non-executive Director. It is expected that the appointment will be made within this week. A further announcement will be made once the appointment has been confirmed.
By order of the Board
Chairman
Hong Kong, 1 March 2015
As at the date of this announcement, the Board comprises four executive Directors, namely, Mr. Liu Xiaoming, Ms. Xu Ziyi, Mr. Li Weigang and Mr. Wang Yongan and two independent non-executive Directors, namely, Mr. Chan Chi Wai, Benny and Mr. Ng Kwok Pong.
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