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 Bermuda with limited liability)
(Stock Code: 875) CHANGE OF DIRECTORS
The Board announces that with effect from 2 January 2015:
(i) Mr. Yau Yik Ming Leao has been appointed as the chief executive officer of the Company; (ii) Mr. Li Shaohua has been appointed as an independent non-executive director of the
Company and a member of each of the audit committee, corporate governance committee, remuneration committee and nomination committee of the Board;
(iii) Ms. Diao Hong has been appointed as an independent non-executive director of the Company and a member of each of the corporate governance committee, remuneration committee and nomination committee of the Board;
(iv) Mr. Wu Wai Chung, Michael resigned as the chairman and independent non-executive director of the Company; and
(v) Mr. Yuen Wai Chung resigned as an executive director and the chief executive officer of the Company.
The board of directors (the "Board") of Cypress Jade Agricultural Holdings Limited (the
"Company") announces as follows:
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Mr. Yau Yik Ming Leao, aged 51, obtained a certificate in the law of the People's Republic of China (the "PRC") in 1997 jointly provided by The University of Hong Kong and Fudan University and received education in Canada during the period from 1979 to 1982. Mr. Yau is currently the Managing Director of ""/i'1i;J,I�fJll%i (Champion Commercial Group Limited*), a company engaging in the business of commercial real estate development and leasing in the PRC and a director of each of ìU:!I'i(Shenzhen Hua Zhang
Foundation Equity Fund Limited*) and !JJ$'i�""fJll%i (Hubei Chibi Fund Limited*),
both of which are engaged in the business of private equity investment. Prior to those positions, Mr. Yau served as a director of Eternal Pearl Securities Limited, a licensed corporation engaging in the business of dealing in securities during the period from 2005 to 2009. He was a director of Sun Farm Corporation, a company engaging in the business of food manufacturing during the period from 2009 to 2011. During the period from 1983 to 2005, Mr. Yau worked for various companies which had business in the PRC, Taiwan and Singapore, through which Mr. Yau has gained experiences in sales and marketing, mergers and acquisition and project management.
Save as aforesaid, Mr. Yau did not hold any other directorship in any public listed companies in the last three years. Mr. Yan's appointment as chief executive officer has no fixed term. Mr. Yau has entered into a service agreement as an executive director with the Company. Mr. Yau is entitled to a remuneration of HK$90,000 per month as an executive director of the Company, which has been reviewed by the remuneration committee of the Company and determined by the Board with reference to his duties and responsibilities with the Company, the performance of the Company and the prevailing market situation. Mr. Yau has no relationship with any directors, senior management or substantial or controlling shareholder of the Company. As at the date of this announcement, Mr. Yau through his controlled corporation, Asiacorp International Holdings Ltd., was interested in 400,000,000 shares of the Company, representing approximately 10.55% of the total issued share capital of the Company. There is no information to be disclosed by Mr. Yau pursuant to Rule 13.51(2) (h) to (v) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and there is no other information that need to be brought to the attention of the shareholders of the Company.
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Mr. Li Shaohua, aged 52, graduated from Daqing Petroleum College and obtained a master's degree in business administration from Murdoch University, Australia. He is currently a deputy general manager of an energy company in the PRC.
Mr. Li did not hold any other directorship in any public listed companies in the last three years. Mr. Li has entered into an appointment letter with the Company. His appointment is for a fixed term of two years which is subject to retirement and re-election at the annual general meeting of the Company. Mr. Li is entitled to a remuneration of HK$15,000 per month as the independent non-executive director of the Company which has been reviewed by the remuneration committee of the Company and determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market situation. Mr. Li has no relationship with any directors, senior management or substantial or controlling shareholder of the Company. As at the date of this announcement, Mr. Li has no interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed, Mr. Li does not hold any other position with the Company or any of its subsidiaries. There is no information to be disclosed by Mr. Li pursuant to Rule 13.51(2) (h) to (v) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and there is no other information that need to be brought to the attention of the shareholders of the Company.
Ms. Diao Hong, aged 49, graduated from Shandong University with bachelor degree in economics. She has extensive experience in corporate management, investments and acquisitions.
Ms. Diao did not hold any other directorship in any public listed companies in the last three years. Ms. Diao has entered into an appointment letter with the Company. Her appointment is for a fixed term of two years subject to retirement and re-election at the annual general meeting of the Company. Ms. Diao is entitled to a remuneration of HK$15,000 per month as the independent non-executive director of the Company, which has been reviewed by the remuneration committee of the Company and determined by the Board with reference to his duties and responsibilities with the Company and the prevailing market situation. Ms. Diao has no relationship with any directors, senior management or substantial or controlling shareholder of the Company. As at the date of this announcement, Ms. Diao has no interest in the securities of the Company within the meaning of Part XV of the Securities and Futures Ordinance. Save as disclosed, Ms. Diao does not hold any other position with the Company or any of its subsidiaries. There is no information to be disclosed by Ms. Diao pursuant to Rule 13.51(2) (h) to (v) of the Rules Governing the Listing of Securities on the Stock Exchange of Hong Kong Limited and there is no other information that need to be brought to the attention of the shareholders of the Company.
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The Board would like to take this opportunity to welcome Mr. Li and Ms. Diao to join the Board.
Mr. Wu Wai Chung, Michael tendered his resignation as an independent non-executive director and chairman of the Company with effect from 2 January 2015 due to his intention to devote more time to his personal affairs. Mr. Wu has confirmed that he has no disagreement with the Board and that there was no matter relating to his resignation that would need to be brought to the attention of The Stock Exchange of Hong Kong Limited and the shareholders of the Company. The Company is looking for a suitable candidate as the chairman of the Company and will make the necessary announcement as and when appropriate.
Mr. Yuen Wai Chung tendered his resignation as an executive director and chief executive officer of the Company with effect from 2 January 2015 due to his personal health. Mr. Yuen has confirmed that he has no disagreement with the Board and that there was no matter relating to his resignation that would need to be brought to the attention of The Stock Exchange of Hong Kong Limited and the shareholders of the Company.
The Board would like to thank Mr. Wu and Mr. Yuen for their valuable contributions to the Board during their term of services.
By order of the Board
Executive Director
Hong Kong, 2 January 2015
As at the date of this announcement, the board of directors of the Company comprises seven directors, including three executive directors, namely Mr. Yau Yik Ming Leao, Mr. Tsang King Sun and Mr. Yang Jianzun; and four independent non-executive directors, namely Mr. Chan Loong Sang, Tommy, Ms. Tang Shui Man, Mr. Li Shaohua and Ms. Diao Hong.
* For identification purpose only
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