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CHINA LONGEVITY GROUP COMPANY LIMITED中 國 龍 天 集 團 有 限 公 司
(Incorporated in the Cayman Islands with limited liability)
(Stock Code: 1863) CHANGE OF DIRECTORS RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE COMPANYThe Board announces that (i) Mr. Cai has retired as an independent non-executive director of the Company and has resigned as chairman of the nomination committee and member of the audit committee and remuneration committee of the Board; and (ii) Mr. Wu has retired as an independent non-executive director of the Company and has resigned as chairman of the remuneration committee and member of the audit committee and nomination committee of the Board, both with effect from 26 July 2017.
APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE COMPANYThe Board announces that (i) Mr. Lu has been appointed as an independent non-executive director of the Company and as chairman of the remuneration committee and member of the audit committee and nomination committee of the Board; and (ii) Ms. Jiang has been appointed as an independent non-executive director of the Company and as chairman of the nomination committee and member of the audit committee and remuneration committee of the Board, both with effect from 26 July 2017.
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RETIREMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE COMPANY
As mentioned in the circular dated 21 April 2017 of the Company in relation to the convening of the annual general meeting of the Company on 26 July 2017 (the "AGM"), Mr. Cai Weican ("Mr. Cai") and Mr. Wu Jianhua ("Mr. Wu") informed the board of directors of the Company (the "Board") that they wish to retire as independent non-executive directors of the Company and not to offer themselves for re-election by the time of the AGM. Accordingly, Mr. Cai has retired as an independent non-executive director of the Company and has resigned as chairman of the nomination committee and member of the audit committee and remuneration committee of the Board and Mr. Wu has retired as an independent non-executive director of the Company and has resigned as chairman of the remuneration committee and member of the audit committee and nomination committee of the Board, due to their wishes to devote more time in their personal engagements, both with effect from 26 July 2017.
Mr. Cai and Mr. Wu have confirmed that they have no disagreement with the Board on any issues and there are no other matters in respect of their retirement that are required to be brought to the attention of the shareholders of the Company.
The Board would like to take this opportunity to express its sincere gratitude to Mr. Cai and Mr. Wu for their contributions to the Company during their tenure of service.
- APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORS OF THE COMPANY
The Board announces that (i) Mr. Lu Jiayu ("Mr. Lu") has been appointed as an independent non-executive director of the Company and as chairman of the remuneration committee and member of the audit committee and nomination committee of the Board; and (ii) Ms. Jiang Ping ("Ms. Jiang") has been appointed as an independent non-executive director of the Company and as chairman of the nomination committee and member of the audit committee and remuneration committee of the Board, both with effect from 26 July 2017.
The biographical details of Mr. Lu and Ms. Jiang are as follows:
MR. LU Mr. Lu Jiayu(盧佳譽), aged 41, graduated from the Fujian Radio and Television University*(福建廣播電視大學)with a bachelor's degree in administrative management in 1994. Mr. Lu has extensive experience in accounting, marketing, and administrative management. Prior to joining the Company, Mr. Lu held various positions in Youxi County Agricultural and Mechanical Company*(尤溪縣農業機械公司)from July 1985 to December 1996. From January 1996 to January 2004, Mr. Lu worked in the Xiamen Liangxing Chemical and Industrial Company*(廈門聯星化學工業公司)and was promoted to its associate general manager before
he left his employment. In February 2004, Mr. Lu joined Fujian Shenlangxiang Cooking Oil (Group) Company*(福建沈郎鄉食用油(集團)公司)as its associate general manager in sales department and was promoted as the general manager of its Fuzhou branch company before he left his employment in May 2008. From June 2008 to June 2014, Mr. Lu was the director of Youxi County People's Government Office in Fuzhou*(尤溪縣人民政府駐福州辦事處). Mr. Lu was the legal representative and general manager of Fujian Xulong Cultural Industry Company Limited*(福建旭隆文化產業有限公司). Mr. Lu was elected the executive chairman of Youxi Chamber of Commerce*(福州尤溪商會)since June 2012.
Pursuant to the letter of appointment entered into by the Company with Mr. Lu, Mr. Lu has been appointed for a term of three (3) years subject to rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company. Mr. Lu is entitled to a fixed director's fee of RMB5,000 per month, which was determined by the Board with reference to the prevailing market conditions, Mr. Lu's expertise and his duties and responsibilities to be exercised on the Company's affairs.
As at the date of this announcement, Mr. Lu did not have any relationship with other Directors, senior management or substantial or controlling Shareholders nor hold any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.
As at the date of this announcement, Mr. Lu does not have, and is not deemed to have any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations which is require to be disclosed under Part XV of the SFO.
There is no information relating to Mr. Lu that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed above, there is no other matter in relation to the appointment of Mr. Lu that needs to be brought to the attention of the Shareholders and the Stock Exchange.
MS. JIANGMs. Jiang Ping(姜萍), aged 52, graduated with a bachelor's degree in financial accounting in 1999 from the Shenyang Industrial College*(瀋 陽 工 業 學 院 )(now known as Shenyang University of Technology(瀋陽工業大學)). Ms. Jiang has over 20 years of experience in accounting, audit and finance. Prior to joining the Company, Ms. Jiang held various positions in Shenyang First Food Plant*(瀋陽市第一食品廠)from August 1986 to October 1992. From October 1992 to July 1997, Ms. Jiang was responsible for preparing statistical reports and auditing of product costs at the China Chemical & Light Industrial materials Corporation and Shenyang Chemical Joint Company*(中 國化工輕工材料總公司瀋陽化工聯合公司 ). From July 1997 to May 1999, Ms. Jiang held various positions in accounting at Shenyang Food Manufacturing Company Limited*(瀋陽食品釀造有限公司)and was the financial manager before she left her employment. From May 1999 to March 2008, Ms. Jiang worked at Liaoning
Huashang Certified Public Accountant Company Limited*(遼寧華商會計師事務所有限責任 公司)responsible for various auditing duties. Since March 2008, Ms. Jiang was an executive director and general manager of Shenyang Linghang Finance and Taxation Company Limited*
(瀋陽領航財稅事務有限責任公司).
Pursuant to the letter of appointment entered into by the Company with Ms. Jiang, Ms. Jiang has been appointed for a term of three (3) years subject to rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company. Ms. Jiang is entitled to a fixed director's fee of RMB5,000 per month, which was determined by the Board with reference to the prevailing market conditions, Ms. Jiang's expertise and her duties and responsibilities to be exercised on the Company's affairs.
As at the date of this announcement, Ms. Jiang did not have any relationship with other Directors, senior management or substantial or controlling Shareholders nor hold any directorship in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years.
As at the date of this announcement, Ms. Jiang does not have, and is not deemed to have any interests or short positions in any Shares, underlying shares or debentures of the Company or any of its associated corporations which is require to be disclosed under Part XV of the SFO.
There is no information relating to Ms. Jiang that is required to be disclosed pursuant to Rules 13.51(2)(h) to (v) of the Listing Rules. Save as disclosed above, there is no other matter in relation to the appointment of Ms. Jiang that needs to be brought to the attention of the Shareholders and the Stock Exchange.
The Board would like to express its warmest welcome to Mr. Lu and Ms. Jiang in joining the Board.
AUDIT COMMITTEEAfter the above-mentioned retirement and appointment of independent non-executive directors of the Company, the audit committee of the Board is now composed of three independent non-executive directors of the Company, namely, Mr. Lau Chun Pong as the chairman, and Mr. Lu Jiayu and Ms. Jiang Ping.
REMUNERATION COMMITTEEAfter the above-mentioned retirement and appointment of independent non-executive directors of the Company, the remuneration committee of the Board is now composed of one executive director of the Company, namely, Mr. Lin Shengxiong, and three independent non-executive directors of the Company, namely, Mr. Lu Jiayu as chairman, Mr. Lau Chun Pong and Ms. Jiang Ping.
