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.

TAI KAM HOLDINGS LIMITED इᎀછٰϞࠢʮ̡

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8321)

(1) RESIGNATION OF EXECUTIVE DIRECTOR, CHAIRMAN OF THE BOARD, CHAIRMAN OF THE NOMINATION COMMITTEE, CHIEF EXECUTIVE OFFICER, AUTHORISED REPRESENTATIVES,

COMPLIANCE OFFICER, COMPANY SECRETARY AND

FINANCIAL CONTROLLER;

(2) APPOINTMENT OF CHAIRMAN OF THE BOARD, CHAIRMAN OF

THE NOMINATION COMMITTEE, CHIEF EXECUTIVE OFFICER,

AUTHORISED REPRESENTATIVES, COMPLIANCE OFFICER

AND COMPANY SECRETARY; AND

(3) CHANGE IN THE COMPOSITION OF

THE NOMINATION COMMITTEE

The Board announces that the following will take effect on 6 January 2019:

  • (i) the resignation of Mr. Lau King Shun as the chairman of the Board, executive Director, chief executive officer, authorised representative, compliance officer and both as a member and the chairman of the nomination committee of the Company;

  • (ii) the resignation of Ms. Ho Man Wai as the company secretary, financial controller and authorised representative of the Company;

  • (iii) the appointment of Ms. Tsui Tsz Fa Mabel, an executive Director, as the chairman of the Board, chief executive officer, authorised representative, compliance officer and both as a member and the chairman of the nomination committee of the Company in place of Mr. Lau King Shun; and

  • (iv) the appointment of Mr. Hui Chi Kong as the company secretary and authorised representative of the Company in place of Ms. Ho Man Wai.

RESIGNATIONS

The board (the "Board") of directors (the "Directors") of Tai Kam Holdings Limited (the "Company") announces that the following will take effect on 6 January 2019:

  • (i) the resignation of Mr. Lau King Shun ("Mr. KS Lau") as the chairman of the Board, executive Director, chief executive officer, authorised representative, compliance officer and both as a member and the chairman of the nomination committee of the Company as he shall simply concentrate on the internal business operations of the Company's subsidiaries; and

  • (ii) the resignation of Ms. Ho Man Wai ("Ms. Ho") as the company secretary, financial controller and authorised representative of the Company as she wishes to devote more time to her personal commitments.

Each of Mr. KS Lau and Ms. Ho has confirmed that each of them has no disagreement with the Board and that there are no matters in respect of their resignation that need to be brought to the attention of the shareholders of the Company.

The Board would like to express its utmost gratitude to Mr. KS Lau and Ms. Ho for their invaluable contribution to the Company during their tenure at the Company.

APPOINTMENTS

The Board announces that the following will take effect on 6 January 2019:

  • (i) the appointment of Ms. Tsui Tsz Fa Mabel ("Ms. Tsui"), an executive Director, as the chairman of the Board, chief executive officer, authorised representative, compliance officer and both as a member and the chairman of the nomination committee of the Company in place of Mr. KS Lau; and

  • (ii) the appointment of Mr. Hui Chi Kong ("Mr. Hui") as the company secretary and authorised representative of the Company in place of Ms. Ho.

The Company is in the process of identifying suitable candidate(s) to fill the vacancy of financial controller of the Company.

Ms. Tsui, aged 41, is an executive Director, a member of the remuneration committee and has extensive experience in the construction industry in Hong Kong. Prior to joining the Company, Ms. Tsui has served several senior positions in engineering companies in Hong Kong and has been responsible for overall planning and management of construction projects and also supervision of construction teams since 2000. Ms. Tsui has entered into a service agreement with the Company. The principal particulars of the service agreement are (a) commencing from 16 May 2018, which may be terminated by not less than one month's notice served by either party on the other; (b) subject to termination provisions therein and provisions on retirement by rotation of Directors as set out in the amended and restated memorandum and articles of association of the Company; and (c) Ms. Tsui is entitled to a remuneration of HK$180,000 per annum, which was determined with reference to her duties and responsibilities with the Company.

Save as disclosed above, as at the date of this announcement, Ms. Tsui does not hold any other position with the Company or its subsidiaries (together, the "Group") and other members of the Group or any other directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or any other major appointments and professional qualifications.

Save as disclosed above, Ms. Tsui has confirmed that she does not have any relationship with other Directors, senior management, substantial shareholders or controlling shareholders of the Company (within the meaning of the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the "GEM Listing Rules")) and she has no interests in the shares in the Company which are required to be disclosed pursuant to Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

Save as disclosed above, there is no further information relating to Ms. Tsui that is required to be disclosed pursuant to Rule 17.50(2) of the GEM Listing Rules and there is no other matter in relation to the appointment of Ms. Tsui that needs to be brought to the attention of the shareholders of the Company.

Mr. Hui, aged 37, obtained a degree of Bachelor of Business Administration in Accountancy from Hong Kong Polytechnic University in 2006 and is a member of the Hong Kong Institute of Certified Public Accountants. He has over 10 years' experience in the auditing, finance and accounting field.

According to code provision A.2.1 of the Corporate Governance Code contained in Appendix 15 of the GEM Listing Rules, the roles of chairman and chief executive should be separate and should not be performed by the same individual. In view of the substantial experience of Ms. Tsui in the construction industry in Hong Kong, the Board believes it is beneficial to the business operations and management of Company for Ms. Tsui to assume both the roles of chairman of the Board and chief executive officer. In addition, due to the presence of three independent non-executive Directors, amounting to more than half of the Board, the Board considers that there is a balance of power and authority such that no one individual has unfettered power of decision. Accordingly, the Company has not segregated the roles of chairman of the Board and chief executive officer.

The Board would like to express its warmest welcome to Mr. Hui in joining the Company.

By order of the Board

Tai Kam Holdings Limited

Lau King Shun

Chairman and executive Director

Hong Kong, 4 January 2019

As at the date of this announcement, the executive Directors are Mr. Lau King Shun (Chairman), Ms. Liu Tanying and Ms. Tsui Tsz Fa Mabel and the independent non-executive Directors are Mr. Law Hung Pan, Mr. Yim Kin Ping and Ms. Wong Yuk King.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the "Latest Company Announcements" page of the Stock Exchange's website atwww.hkexnews.hkfor a minimum period of 7 days from the date of its posting and on the website of the Company atwww.taikamholdings.com.

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Tai Kam Holdings Ltd. published this content on 04 January 2019 and is solely responsible for the information contained herein. Distributed by Public, unedited and unaltered, on 04 January 2019 09:38:02 UTC