By 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.
ICube Technology Holdings Limited*
(Incorporated in Bermuda with limited liability)
(Stock code: 139) CHANGES OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND MEMBER OF AUDIT COMMITTEE, REMUNERATION COMMITTEE & NOMINATION COMMITTEE
The Board announces that with effect from 10 January 2014:
(1) Mr Wan Ngar Yin, David has resigned as an independent non-executive director and a member of the Audit Committee, Remuneration Committee and Nomination Committee of the Company; and
(2) Mr Kwok Chi Kwong has been appointed as an independent non-executive director and a member of the Audit Committee, Remuneration Committee and Nomination Committee of the Company.
The board of directors (the "Board") of ICube Technology Holdings Limited (the "Company") announces that Mr Wan Ngar Yin, David ("Mr Wan") has resigned as an independent non-executive director and a member of the Audit Committee, Remuneration Committee and Nomination Committee of the Company with effect from 10 January 2014 to pursue his other business commitments.
Mr Wan has confirmed that he has no disagreement with the Board and is not aware of any matters relating to his resignation that need to be brought to the attention of the shareholders of the Company.
Taking this opportunity, the Board would like to express its appreciation and gratitude to Mr Wan for his contribution and services to the Company in the past.
The Board further announces that with effect from 10 January 2014, Mr Kwok Chi Kwong ("Mr Kwok") has been appointed as an independent non-executive director and a member of the Audit Committee, Remuneration Committee and Nomination Committee of the Company.
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The biographical details of Mr Kwok are set out below:
Mr Kwok, aged 49, holds a master degree in business administration from the University of Leicester. Mr Kwok is a Certified Public Accountant (Practicing) registered with the Hong Kong Institute of Certified Public Accountants ("HKICPA"), an associate member of the HKICPA and a fellow member of the Association of Chartered Certified Accountants. Mr Kwok has been a partner of JYC & Co since 2005. He has gained more than 20 years of experience in auditing, accounting and finance area.
Mr Kwok has not held other directorships in the last three years in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas.
Pursuant to the letter of appointment issued by the Company, the initial term of office of Mr Kwok is 1 year commencing on 10 January 2014. He is also subject to retirement and re-election in accordance with the provisions set out in the bye-laws of the Company.
Mr Kwok is entitled to receive a fixed annual director's fee of HK$150,000. Except for the Company's share option scheme, Mr Kwok is not eligible to participate in any bonus schemes or other benefits of the kind available to executive directors of the Company. The foregoing emolument of Mr Kwok is recommended by the Company's Remuneration Committee and approved by the Board with reference to Mr Kwok's qualifications, experience and responsibilities with the Company.
As far as the Board is aware, as at the date of this announcement, Mr Kwok does not have or is not deemed to have any interests or short positions in the shares or underlying shares of the Company pursuant to Part XV of the Securities and Futures Ordinance. In addition, Mr Kwok does not have any relationships with any other directors, senior management, substantial shareholders (as defined in the Rules Governing the Listing of Securities (the "Listing Rules") on The Stock Exchange of Hong Kong Limited (the "Stock Exchange")) or controlling shareholders (as defined in the Listing Rules) of the Company.
As confirmed by Mr Kwok and as far as the Board is aware, Mr Kwok has no information to be disclosed pursuant to any of the requirements under paragraphs 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters relating to Mr Kwok's appointment that need to be brought to the attention of the shareholders of the Company.
The Board would like to take this opportunity to welcome Mr Kwok for joining the Board.
On behalf of the Board
Chairman
Hong Kong, 10 January 2014
As at the date of this announcement, the Board comprises 2 executive directors, namely, Mr Wong Howard and Mr Wong Yat Fai; and 3 independent non-executive directors, namely, Mr Tung Tat Chiu, Michael, Mr Li Chi Ming and Mr Kwok Chi Kwong.
* for identification purposes only
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