Wing Hang Bank : Board Composition and Committee Membership Changes

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)

The Board of Directors (the "Board") of Wing Hang Bank, Limited (the "Bank") refers to the joint announcement dated 29 July 2014 (the "Closing Announcement") issued by Oversea-Chinese Banking Corporation Limited ("OCBC Bank"), OCBC Pearl Limited (the "Offeror") and the Bank regarding the closing of the voluntary general cash offers by Merrill Lynch (Asia Pacific) Limited and J.P. Morgan Securities (Asia Pacific) Limited on behalf of the Offeror to acquire all of the issued shares of the Bank held by qualifying Bank shareholders and to cancel all the outstanding awards of the Bank. As set out in the Closing Announcement, as at 29 July 2014, the Offeror and its concert parties are interested an aggregate of
300,731,090 shares of the Bank (representing approximately 97.52 per cent. of the issued share capital of the
Bank). The Offeror is therefore a controlling shareholder of the Bank.
The Board hereby announces the following board composition and committee membership changes as a result of the Offeror becoming a controlling shareholder of the Bank, all with immediate effect from 1 August 2014, unless specified otherwise:
I. Resignation of Directors
i. Dr Cheng Hon Kwan has resigned as an Independent Non-executive Director, Chairman of the Audit
Committee and Remuneration Committee and a member of the Nomination Committee of the Bank.
ii. Mr Li Sze Kuen Billy has resigned as an Independent Non-executive Director and a member of the
Risk Management Committee of the Bank.
iii. Mr Brian Gerard Rogan has resigned as a Non-executive Director of the Bank.
iv. Mr Stephen Dubois Lackey has resigned as a Non-executive Director and a member of the Audit
Committee of the Bank.
v. Mr Ho Chi Wai Louis has resigned as a Non-executive Director and a member of the Nomination
Committee of the Bank.
vi. Mr Fung Yuk Sing Michael has resigned as an Executive Director and a member of the Executive
Committee of the Bank.
Dr Cheng Hon Kwan and Messrs Li Sze Kuen Billy, Brian Gerard Rogan, Stephen Dubois Lackey, Ho Chi Wai Louis and Fung Yuk Sing Michael, have all confirmed that the reason for their resignation is the result of a change in control of the Bank. They have confirmed that they have no disagreement with the Board and that there are no matters relating to their resignations that need to be brought to the attention of the shareholders of the Bank.
The Board expresses its great appreciation to Dr Cheng Hon Kwan, Messrs Li Sze Kuen Billy, Brian Gerard Rogan, Stephen Dubois Lackey, Ho Chi Wai Louis and Fung Yuk Sing Michael for their valuable contributions to the Bank during their tenure of office.
II. Re-designation of Director
Dr Fung Yuk Bun Patrick ("Dr FUNG") will be re-designated from the Chairman and Chief Executive to the Non-executive Chairman with effect from 18 August 2014.

- 1 -

Details of Dr FUNG as required under Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (the "Listing Rules") are set out below:
Dr FUNG, aged 67, joined the Bank in 1976 and was appointed a Director in 1980, Chief Executive in
1992, and Chairman in April 1996. He is a member of the Executive Committee and also the Chairman of various subsidiaries and committees of the Bank. Dr FUNG is a non-executive director of Miramar
Hotel and Investment Company, Limited and was an independent non-executive director of The Link
Management Limited, the manager of The Link Real Estate Investment Trust. Miramar Hotel and
Investment Company, Limited and The Link Real Estate Investment Trust are listed on the Stock Exchange. He is a member of the Court of the Hong Kong Polytechnic University, a court member of the Hong Kong University of Science and Technology, the Vice President of the Hong Kong Institute of Bankers and a member of Board of Governors of The Hong Kong Philharmonic Society Limited. Dr FUNG obtained his MBA Degree from the University of Toronto in 1973, and was awarded an Honorary Doctor of Business Administration by the Hong Kong Polytechnic University in 2001 and an Honorary Doctor of Laws by the University of Toronto in 2005.
Save as disclosed above, Dr FUNG has not held any directorship in other public companies the securities of which are listed on the Stock Exchange or any securities market overseas in the last three years.
Dr FUNG is a son of the late Mr Y K FUNG, founder of the Bank, a brother of Mr FUNG Yuk Sing Michael, who has resigned as an Executive Director and a member of the Executive Committee of the Bank and has been appointed as Alternate Director of Mr Frank John WANG, Deputy Chief Executive and Executive Director of the Bank and a cousin of Mr FUNG Kin Ming David, General Manager of the Bank. Dr FUNG is also the brother in law of Mr Ho Chi Wai Louis, who has resigned as a Non- executive Director and a member of the Nomination Committee of the Bank.
Save as disclosed above, Dr FUNG does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Bank.
Dr FUNG does not have any interests in the shares of the Bank within the meaning of Part XV of the
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
There is no service contract between Dr FUNG and the Bank. Dr FUNG is not appointed for a specific term or any proposed length of services and his directorship is subject to retirement by rotation at least once every three years, and he will then be eligible for re-election at the annual general meetings of the Bank, in accordance with the Bank's Articles of Association.
Dr FUNG will receive a director's fee as determined by the Board, pursuant to the authority given by shareholders of the Bank at the annual general meeting ("AGM"), according to his duties and responsibilities at the Bank and the prevailing market conditions. The amount of director's fee to be received by Dr FUNG will be calculated on a pro-rata basis according to his length of service as Executive Director and Non-executive Chairman on the Board during the year ending 31 December 2014.
Save as disclosed above, there are no other matters concerning Dr FUNG that need to be brought to the attention of the shareholders of the Bank, nor any information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.
III. Appointment of Directors
i. Mr Na Wu Beng ("Mr NA") will be appointed as the Chief Executive and an Executive Director and Chairman of the Executive Committee and a member of the Risk Management Committee of the Bank with effect from 18 August 2014.
Details of Mr NA as required under Rule 13.51(2) of the Listing Rules are set out below:
Mr NA, age 58, has over 30 years of experience in the banking profession. Mr NA began his career with OCBC Bank in 1990 as General Manager for OCBC Bank's Hong Kong branches. He was appointed as Head of North Asia in January 1999 and as Executive Vice President of OCBC Bank in

- 2 -

2001. He is Deputy Chief Executive Officer of PT Bank OCBC NISP Tbk, a company listed on the Indonesia Stock Exchange, since June 2005. Prior to joining OCBC Bank, he held the position of General Manager, Taipei Branch, International Bank of Singapore, which he joined in September
1980. Mr NA was a non-executive director of Asia Financial Holdings Ltd., a company listed on the
Stock Exchange, from 2001 to May 2007. Mr NA holds a Bachelor of Arts (Honours) degree in
Economics from Coventry University, United Kingdom.
Save as disclosed above, Mr NA has not held any directorship in public companies the securities of which are listed on the Stock Exchange or any securities market overseas in the last three years.
Save as disclosed above, Mr NA does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Bank.
Mr NA does not have any interests in the shares of the Bank within the meaning of Part XV of the
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
There is no service contract between Mr NA and the Bank. Mr NA is not appointed for a specific term or any proposed length of services and his directorship is subject to retirement by rotation at least once every three years, and he will then be eligible for re-election at the annual general meetings of the Bank, in accordance with the Bank's Articles of Association.
As an executive of OCBC Bank, Mr NA will receive emoluments from the Bank on behalf of OCBC Bank, and Mr NA will pay such emoluments to OCBC Bank upon receipt from the Bank. Such emoluments include director's fee, salary, pension contribution and performance bonus as determined by the Board, pursuant to the authority given by shareholders of the Bank at the AGM, according to his duties and responsibilities at the Bank, the prevailing market conditions and the Bank's remuneration policy, subject to review by the Bank's Remuneration Committee and approval by the Board. The amount of emoluments to be received by Mr NA will be calculated on a pro-rata basis according to his length of service during the year ending 31 December 2014.
Save as disclosed above, there are no other matters concerning Mr NA that need to be brought to the attention of the shareholders of the Bank, nor any information to be disclosed pursuant to Rule
13.51(2) of the Listing Rules.
ii. Mr Tsien Samuel Nag ("Mr TSIEN") has been appointed as a Non-executive Director, a member of the Executive Committee, a member of the Nomination Committee and a member of the Remuneration Committee of the Bank.
Details of Mr TSIEN as required under Rule 13.51(2) of the Listing Rules are set out below:
Mr TSIEN, age 60, was appointed to the Board of OCBC Bank on 13 February 2014. He has been
Group Chief Executive Officer of OCBC Bank since 15 April 2012. He joined OCBC Bank in July
2007 as Senior Executive Vice President, managing the OCBC Group's corporate and commercial banking business.
In 2008, he assumed the position of Global Head of Global Corporate Bank with added responsibilities of overseeing the financial institution and transaction banking businesses. He has 37 years of banking experience. Prior to joining OCBC Bank, he was the President and Chief Executive Officer of China Construction Bank (Asia) when China Construction Bank acquired Bank of America (Asia). From 1995 to 2006, he was President and Chief Executive Officer of Bank of America (Asia), and Asia Consumer and Commercial Banking Group Executive of Bank of America Corporation. Mr TSIEN is presently Chairman of OCBC Bank (China) Ltd and a Commissioner of PT Bank OCBC NISP Tbk, a company listed on the Indonesia Stock Exchange. He also serves on the boards of major OCBC Bank group companies, including Great Eastern Holdings Ltd, a company listed on the Singapore Stock Exchange, Bank of Singapore Ltd, OCBC Bank (Malaysia) Berhad and OCBC Al- Amin Bank Berhad. Mr TSIEN has held the position of Chairman of the Association of Banks in Singapore since June 2013 and is also a Director of Mapletree Investments Pte Ltd. He holds a Bachelor of Arts with Honours in Economics from the University of California, Los Angeles.

- 3 -

Save as disclosed above, Mr TSIEN has not held any directorship in public companies the securities of which are listed on the Stock Exchange or any securities market overseas in the last three years.
Save as disclosed above, Mr TSIEN does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Bank.
Mr TSIEN does not have any interests in the shares of the Bank within the meaning of Part XV of the
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
There is no service contract between Mr TSIEN and the Bank. Mr TSIEN is not appointed for a specific term or any proposed length of services and his directorship is subject to retirement by rotation at least once every three years, and he will then be eligible for re-election at the annual general meetings of the Bank, in accordance with the Bank's Articles of Association.
Mr TSIEN will receive a director's fee as determined by the Board, pursuant to the authority given by shareholders of the Bank at the AGM, according to his duties and responsibilities at the Bank and the prevailing market conditions. The amount of director's fee to be received by Mr TSIEN will be calculated on a pro-rata basis according to his length of service on the Board during the year ending
31 December 2014. As an executive of OCBC Bank, Mr TSIEN will collect the fee paid by the Bank for and on behalf of OCBC Bank, and Mr TSIEN will pay the fee to OCBC Bank upon receipt from the Bank.
Save as disclosed above, there are no other matters concerning Mr TSIEN that need to be brought to the attention of the shareholders of the Bank, nor any information to be disclosed pursuant to Rule
13.51(2) of the Listing Rules.
iii. Ms Kng Hwee Tin ("Ms KNG") has been appointed as a Non-executive Director and a member of the Audit Committee, a member of the Risk Management Committee and an alternate member to Mr TSIEN Samuel Nag on the Executive Committee of the Bank.
Details of Ms KNG as required under Rule 13.51(2) of the Listing Rules are set out below:
Ms KNG, age 47, has been a Director and Chief Executive Officer of OCBC Bank (China) Limited since 1 March 2013. Ms KNG served as the Head of Group Audit of OCBC Bank from April 2010 to February 2013 and was appointed Executive Vice President in April 2011. She joined OCBC Bank in May 1988 and had held several senior positions, including Head of Credit Risk Review, Head of Premier Banking and Head of Risk Policy. During her tenure with OCBC Bank, she was also Executive Assistant to the Group Chairman, Secretary to the Board Risk Committee, and a Project Manager in OCBC's implementation of Basel II requirements for credit risk. She holds a Masters of Business Administration degree from National University of Singapore, where she was awarded the Saw Gold Medal in Finance.
Save as disclosed above, Ms KNG has not held any directorship in public companies the securities of which are listed on the Stock Exchange or any securities market overseas in the last three years.
Save as disclosed above, Ms KNG does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Bank.
Ms KNG does not have any interests in the shares of the Bank within the meaning of Part XV of the
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
There is no service contract between Ms KNG and the Bank. Ms KNG is not appointed for a specific term or any proposed length of services and her directorship is subject to retirement by rotation at least once every three years, and she will then be eligible for re-election at the annual general meetings of the Bank, in accordance with the Bank's Articles of Association.

- 4 -

Ms KNG will receive a director's fee as determined by the Board, pursuant to the authority given by shareholders of the Bank at the AGM, according to her duties and responsibilities at the Bank and the prevailing market conditions. The amount of director's fee to be received by Ms KNG will be calculated on a pro-rata basis according to her length of service on the Board during the year ending
31 December 2014. As an executive of OCBC Bank, Ms KNG will collect the fee paid by the Bank for and on behalf of OCBC Bank, and Ms KNG will pay the fee to OCBC Bank upon receipt from the Bank.
Save as disclosed above, there are no other matters concerning Ms KNG that need to be brought to the attention of the shareholders of the Bank, nor any information to be disclosed pursuant to Rule
13.51(2) of the Listing Rules.
iv. Dr Cheong Choong Kong ("Dr CHEONG") has been appointed as a Non-executive Director of the
Bank.
Details of Dr CHEONG as required under Rule 13.51(2) of the Listing Rules are set out below:
Dr CHEONG, aged 73, was first appointed to the Board of OCBC Bank on 1 July 1999. On 1 July
2003, he was appointed Chairman of OCBC Bank after having served as Vice Chairman from 26
March 2002 to 30 June 2003. Dr CHEONG will retire as Chairman of OCBC Bank on 31 August
2014. After 31 August 2014, he will remain as a Director of OCBC Bank.
Dr CHEONG brings with him a wealth of experience gained in his extensive career, including 29 years at Singapore Airlines Ltd, where he last held the position of Deputy Chairman and Chief Executive Officer. He is a Director of Great Eastern Holdings Ltd., an OCBC Bank group company listed on the Singapore Stock Exchange. Dr CHEONG holds a Bachelor of Science with First Class Honours in Mathematics from the University of Adelaide and a Master of Science and PhD in Mathematics and (Honorary) Doctor of Science from the Australian National University.
Save as disclosed above, Dr CHEONG has not held any directorship in public companies the securities of which are listed on the Stock Exchange or any securities market overseas in the last three years.
Save as disclosed above, Dr CHEONG does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Bank.
Dr CHEONG does not have any interests in the shares of the Bank within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
There is no service contract between Dr CHEONG and the Bank. Dr CHEONG is not appointed for a specific term or any proposed length of services and his directorship is subject to retirement by rotation at least once every three years, and he will then be eligible for re-election at the annual general meetings of the Bank, in accordance with the Bank's Articles of Association.
Dr CHEONG will receive a director's fee as determined by the Board, pursuant to the authority given by shareholders of the Bank at the AGM, according to his duties and responsibilities at the Bank and the prevailing market conditions. The amount of director's fee to be received by Dr CHEONG will be calculated on a pro-rata basis according to his length of service on the Board during the year ending
31 December 2014.
Save as disclosed above, there are no other matters concerning Dr CHEONG that need to be brought to the attention of the shareholders of the Bank, nor any information to be disclosed pursuant to Rule
13.51(2) of the Listing Rules.
v. Mr Ooi Sang Kuang ("Mr OOI") has been appointed as an independent Non-executive Director and
Chairman of the Nomination Committee and the Remuneration Committee of the Bank.
Details of Mr OOI as required under Rule 13.51(2) of the Listing Rules are set out below:

- 5 -

Mr OOI, aged 66, was appointed to the Board of OCBC Bank on 21 February 2012 and elected as a Director on 25 April 2012. Mr OOI is currently the Lead Independent Director of OCBC Bank. He was Special Advisor in Bank Negara Malaysia ("BNM") until he retired on 31 December 2011. Prior to this, he was Deputy Governor and Member of the Board of Directors of BNM, from 2002 to 2010. Mr OOI is presently the Chairman of Cagamas Berhad (the national mortgage corporation in Malaysia) and its subsidiaries, OCBC Bank (Malaysia) Berhad and OCBC Al-Amin Bank Berhad. He holds a Bachelor of Economics with Honours from the University of Malaya and a Master of Arts (Development Finance) from Boston University, USA, and is a Fellow Member of the Institute of Bankers Malaysia.
Mr OOI will be appointed as the Chairman of OCBC Bank on 1 September 2014, succeeding Dr
CHEONG as Chairman of OCBC Bank.
Save as disclosed above, Mr OOI has not held any directorship in public companies the securities of which are listed on the Stock Exchange or any securities market overseas in the last three years.
Save as disclosed above, Mr OOI does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Bank.
Mr OOI does not have any interests in the shares of the Bank within the meaning of Part XV of the
Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
There is no service contract between Mr OOI and the Bank. Mr OOI is not appointed for a specific term or any proposed length of services and his directorship is subject to retirement by rotation at least once every three years, and he will then be eligible for re-election at the annual general meetings of the Bank, in accordance with the Bank's Articles of Association.
Mr OOI will receive a director's fee as determined by the Board, pursuant to the authority given by shareholders of the Bank at the AGM, according to his duties and responsibilities at the Bank and the prevailing market conditions. The amount of director's fee to be received by Mr OOI will be calculated on a pro-rata basis according to his length of service on the Board during the year ending
31 December 2014.
Mr OOI has confirmed that he meets the independence guidelines set out in Rule 3.13 of the Listing Rules. Save as disclosed above, there are no other matters concerning Mr OOI that need to be brought to the attention of the shareholders of the Bank, nor any information to be disclosed pursuant to Rule
13.51(2) of the Listing Rules.
IV. Appointment of Alternate Director
Mr Fung Yuk Sing Michael ("Mr FUNG") has been appointed as Alternate Director to Mr Frank John
WANG, Deputy Chief Executive and Executive Director of the Bank.
Details of Mr FUNG as required under Rule 13.51(2) of the Listing Rules are set out below:
Mr FUNG, aged 65, joined the Bank in 1978 and was Executive Director from 1992 to 2014. He was a member of the Executive Committee of the Bank. Mr FUNG obtained a BA Degree from the Carleton University in Ottawa, Canada.
Save as disclosed above, Mr FUNG did not hold any directorship in public companies the securities of which are listed on the Stock Exchange or any securities market overseas in the last three years.
Mr FUNG is a son of the late Mr Y K FUNG, founder of the Bank, a brother of Dr FUNG Yuk Bun Patrick, the current Chairman of the Bank and a cousin of Mr FUNG Kin Ming David, General Manager of the Bank. Mr FUNG is also the brother in law of Mr Ho Chi Wai Louis, who has resigned as a Non- executive Director and a member of the Nomination Committee of the Bank.

- 6 -

Save as disclosed above, Mr FUNG does not have any relationship with any Directors, senior management, or substantial or controlling shareholders of the Bank.
Mr FUNG has a corporate interest of US$3,000,000 of the subordinated notes of the Bank within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
There is no service contract between Mr FUNG and the Bank with respect to his appointment as Alternate Director to Mr Frank John WANG. Mr FUNG will not be appointed for a specific term or any proposed length of services and he shall ipso facto cease to be an alternate director if Mr Frank John WANG, his appointor, ceases for any reason to be a director of the Bank.
Mr FUNG will receive a director's fee as determined by the Board, pursuant to the authority given by shareholders of the Bank at the AGM, according to his duties and responsibilities at the Bank and the prevailing market conditions. Mr FUNG will receive director fees for his services as an Executive Director and an Alternate Director as determined by the Board, pursuant to the authority given by shareholders of the Bank at the AGM, according to his duties and responsibilities at the Bank and the prevailing market conditions during the year ending 31 December 2014.
Save as disclosed above, there are no other matters concerning Mr FUNG that need to be brought to the attention of the shareholders of the Bank, nor any information to be disclosed pursuant to Rule 13.51(2) of the Listing Rules.
Hong Kong, 1 August 2014
As at the date of this announcement, the Board of the Bank comprises:

Dr FUNG Yuk Bun Patrick JP

Mr Frank John WANG (Deputy Chief Executive)

Dr CHEONG Choong Kong
Ms KNG Hwee Tin
Mr TSIEN Samuel Nag

Mr LAU Hon Chuen Ambrose GBS, JP
Mr OOI Sang Kuang
Mr TSE Hau Yin Aloysius
By Order of the Board

Mr FUNG Yuk Sing Michael (Alternate Director to Mr Frank John WANG)

- 7 -

distributed by