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盛 洋 投 資（控 股）有 限 公 司
(Incorporated in Hong Kong with limited liability)
(Stock Code: 174) CHANGE IN DIRECTORSHIPThe Board announces that Mr. ZHENG Yun has resigned as an independent non-executive director, member of audit committee, remuneration committee and nomination committee of the Company with effect from 25 January 2016. The Board is pleased to announce that Mr. DENG Wei has been appointed as an independent non-executive director, member of audit committee, remuneration committee and nomination committee of the Company with effect from 25 January 2016.
RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR, MEMBER OF AUDIT COMMITTEE, REMUNERATION COMMITTEE AND NOMINATION COMMITTEEThe board of directors (the "Board") of Gemini Investments (Holdings) Limited (the "Company", together with its subsidiaries, collectively referred to as the "Group") announces that Mr. ZHENG Yun ("Mr. ZHENG") has resigned as an independent non-executive director, member of audit committee, remuneration committee and nomination committee of the Company with effect from
25 January 2016 due to his other business commitments which require more of his time and attention.
Mr. ZHENG has confirmed that he has no disagreement with the Board and that there is no matter relating to his resignation that needs to be brought to the attention of the shareholders of the Company.
The Board believes that the resignation of Mr. ZHENG will not affect the daily operation and management of the Company. The Board would like to express its appreciation to Mr. ZHENG for his invaluable contribution to the Company during his tenure of office.
APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR, MEMBER OF AUDIT COMMITTEE, REMUNERATION COMMITTEE AND NOMINATION COMMITTEEThe Board is pleased to announce that Mr. DENG Wei ("Mr. DENG") has been appointed as an independent non-executive director, member of audit committee, remuneration committee and nomination committee of the Company with effect from 25 January 2016.
Mr. DENG, aged 52, has been the managing director of Century Bridge Capital Partners and the president of Beijing Century Bridge Investment Co. since May 2008, focusing on equity investment opportunities in the real estate market of the People's Republic of China (the "PRC"). He has 24 years of professional experience in telecommunications industry, finance industry and real estate investment field with operating expertise in general business management and private equity business. Over the past 15 years, Mr. DENG has established extensive deal sourcing and financing network with investment banks, real estate developers and operators, real estate brokers and other intermediaries in both Greater China Region and the United States of America (the "U.S."). During the period from March 2012 to July 2013, Mr. DENG served as an independent non-executive director of Shun Cheong Holdings Limited (the issued shares of which are listed on the main board of The Stock Exchange of Hong Kong Limited (the "Stock Exchange") (stock code: 650)) and re- designated as a non-executive director from August 2013 until November 2013. Mr. DENG holds a bachelor degree of Science and a master degree of Economics from Tsing Hua University in the PRC and a master degree of Science (Engineering and Public Policy) from Carnegie-Mellon University in the U.S..
Mr. DENG has entered into an appointment letter with the Company for a term of 1 year until terminated in accordance with the terms of the appointment letter. Under the terms of the appointment letter, either party may terminate such appointment letter by giving the other not less than 1 month's notice in writing. Pursuant to the articles of association of the Company (the "Articles"), Mr. DENG shall hold office only until the next following general meeting of the Company. Thereafter, he will be subject to retirement by rotation and re-election in accordance with the Articles. Under the terms of the appointment letter, Mr. DENG's emolument will be HK$180,000 per annum. The remuneration of Mr. DENG has been reviewed by the remuneration committee of the Company and the same has been determined by the Board with reference to his duties and responsibilities within the Company and the prevailing market conditions.
Save as disclosed above and so far as the directors of the Company are aware, as at the date of this announcement, (i) Mr. DENG does not have any relationship with any director, senior management or substantial or controlling shareholders of the Company; (ii) he does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (iii) he does not hold any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; and (iv) he does not hold any other positions with other members of the Group.
Save as disclosed above, there are no other matters relating to the appointment of Mr. DENG that need to be brought to the attention of the shareholders of the Company and there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Rules Governing the Listing of Securities on the Stock Exchange.
The Board would like to express its warmest welcome to Mr. DENG for joining the Board.
By order of the Board
Gemini Investments (Holdings) Limited LAI Kwok Hung, AlexExecutive Director
Hong Kong, 25 January 2016
As at the date of this announcement, the directors of the Company are as follows:
Executive Directors: Non-executive Directors: Independent non-executive Directors:
Mr. SUM Pui Ying Ms. CUI Yueming
Mr. LAI Kwok Hung, Alex
Mr. LI Ming Mr. LI Hongbo
Mr. LAW Tze Lun
Mr. LO Woon Bor, Henry Mr. DENG Wei