TIDMACHL
RNS Number : 3826B
Asian Citrus Holdings Ltd
03 March 2014
3 March 2014
Asian Citrus Holdings Limited
("Asian Citrus" or "the Company")
Directorate Changes
The board of directors ("Board") of Asian Citrus Holdings
Limited (the "Company") announces the following Board and
management changes effective on 3 March 2014:
Resignation of Executive Chairman, Executive Director and
Authorised Representative
Mr. Tong Wang Chow ("Mr. Tony Tong") has resigned as an
Executive Director and the Authorised Representative of the Company
for accepting service of process and notices in Hong Kong on behalf
of the Company under Part 16 of the Companies Ordinance (Chapter
622 of the Laws of Hong Kong) (the "Companies Ordinance") due to
advancing age and to minimise workload. Accordingly, Mr. Tony Tong
has ceased to act as the Executive Chairman, an Authorised
Representative of the Company under Rule 3.05 of the Rules
Governing the Listing of Securities (the "Listing Rules") on The
Stock Exchange of the Hong Kong Limited (the "Hong Kong Stock
Exchange") and a member of the Remuneration Committee of the
Company upon his resignation as an Executive Director.
Mr. Tony Tong has confirmed that he has no disagreement with the
Board and there are no other matters relating to his resignation
that need to be brought to the attention of the shareholders of the
Company ( the "Shareholders").
As set out further below, Mr. Tony Tong will remain involved
with the Company, being appointed as the Honorary Chairman and
Group consultant, as disclosed under the heading of Continuing
Connected Transaction.
Resignation of Acting Chief Financial Officer
Mr. Lau Hak Kin ("Mr. Lau") has resigned as the Acting Chief
Financial Officer of the Company as Mr. Lau would like to pursue
his own personal business.
Mr. Lau has confirmed that he has no disagreement with the Board
and there are no other matters relating to his resignation that
need to be brought to the attention of the Shareholders.
Appointment of Honorary Chairman
Mr. Tony Tong has been appointed as the Honorary Chairman of the
Company.
Mr. Tony Tong, aged 75, founded the Group (which comprises the
Company and its subsidiaries) in 2000. He was appointed as an
Executive Director on 18 November 2003 and has since been
responsible for the overall strategic planning and direction of the
Group. Mr. Tony Tong has over 20 years of business development
experience in the People's Republic of China and has over 10 years
of experience in the plantation and food industry. He is a
distinguished member of the Chinese People's Political Consultative
Conference Guangdong Province Shantou Municipal Committee, the
Permanent Honorary Chairman of the Hong Kong Shantou Merchants
Association, an executive committee member of the Chinese
Manufacturers Association of Hong Kong and the Consultant of the
Federation of HK Chiu Chow Community Organisation. He is also an
Honorary President of the Association for the Promotion of Hong
Kong Heilongjiang Economy. He was the Honorary Consul of Mongolia
in the Hong Kong Special Administrative Region from 2006 to June
2008. Mr. Tony Tong is the father of Mr. Tong Hung Wai, Tommy, an
Executive Director of the Company.
Continuing Connected Transaction
In addition to Mr. Tony Tong's appointment as the Honorary
Chairman, the Company has on 3 March 2014 entered into a business
consultant contract (the "Business Consultant Contract") with Mr.
Tony Tong for a term of three years from 3 March 2014 to 2 March
2017 (both days inclusive) whereby Mr. Tony Tong will provide
advisory services to the Company and its subsidiaries (the "Group")
taking into account Mr. Tony Tong's knowledge and experience in the
field of plantation and food industry and his knowledge of the
Group's business and affairs. Mr. Tony Tong will be entitled to an
annual consultancy fee of HK$1,950,000 payable on a monthly
basis.
Mr. Tony Tong was a director of the Company immediately before 3
March 2014 and is also deemed to be a substantial shareholder of
the Company. As of the date of this announcement, Mr. Tony Tong
holds 241,865,367 ordinary shares of the Company representing
approximately 19.35% of the total issued shares in the Company
through (i) 320,000 shares of the Company; (ii) interested in
certain options entitling him to subscribe for a total of 3,850,000
shares of the Company at an exercise price ranging from GBP0.139 to
HK$5.680 per share during the period from 27 July 2007 to 26 May
2018; and (iii) 237,695,367 shares of the Company held through
Market Ahead Investments Limited ("Market Ahead") which he
beneficially owned 76% of the total issued share capital of Market
Ahead. Accordingly, Mr. Tony Tong is a connected person of the
Company under the Listing Rules and the transaction contemplated
under the Business Consultant Contract (the "Transaction")
constitutes a continuing connected transaction of the Company under
Chapter 14A of the Listing Rules.
The Business Consultant Contract has been entered into on an
arm's length basis and on terms no less favourable to the Company.
The consultancy fee payable by the Company to Mr. Tony Tong under
the Business Consultant Contract during the following periods/
years set out below will be subject to the maximum aggregate annual
cap which is determined by reference to the consultancy fee
provided in the Business Consultant Contract.
Amount (HK$)
--------------------------------------- -------------
Financial period from 3 March 2014 to
30 June 2014 641,095.89
--------------------------------------- -------------
Financial year ending 30 June 2015 1,950,000.00
--------------------------------------- -------------
Financial year ending 30 June 2016 1,950,000.00
--------------------------------------- -------------
Financial period from 1 July 2016 to
2 March 2017 1,308,904.11
--------------------------------------- -------------
The Board considers that the terms of the Business Consultant
Contract are on normal commercial terms, fair and reasonable and
that the Transaction isin the interests of the Company and its
shareholders as a whole.
Since one of the relevant applicable percentage ratios (as
defined in the Listing Rules) in respect of Mr. Tony Tong's
engagement is more than 0.1% but less than 5% and the maximum
annual consideration is more than HK$1,000,000, the said continuing
connected transaction is subject to the reporting, announcement and
annual review requirements but is exempted from the independent
shareholders' approval requirement under Chapter 14A of the Listing
Rules.
The Company is an investment holding company and the principal
activities of its subsidiaries are planting, cultivation and
selling of agricultural produce, manufacturing and sale of fruit
juice concentrates, fruit purees and frozen fruits and
vegetables.
Appointment of Non-Executive Chairman
Mr. Ng Hoi Yue ("Mr. Herman Ng") has been appointed as the
Non-executive Chairman of the Company.
Mr. Herman Ng, aged 49, joined the Board as an Independent
Non-executive Director and was appointed as a member of the Audit
Committee and the Chairman of the Remuneration Committee of the
Company on 15 March 2013. On 12 November 2013, he was further
appointed as the Chairman of the Audit Committee of the Company.
Mr. Herman Ng is an associate member of The Institute of Chartered
Accountants in England and Wales and a fellow member of both the
Hong Kong Institute of Certified Public Accountants and the
Association of Chartered Certified Accountants in England. He has
been practising as a certified public accountant in Hong Kong since
1989. Mr. Herman Ng is currently an independent non-executive
director of See Corporation Limited (stock code: 491) and First
Natural Foods Holdings Limited (stock code: 1076), of which the
shares are listed on the Hong Kong Stock Exchange. He was an
independent non-executive director of Landing International
Development Limited (stock code: 582), of which the shares are
listed on the Hong Kong Stock Exchange, between 26 November 2010
and 2 October 2013. Save as disclosed above, Mr. Herman Ng has not
held any other directorship positions in any listed public
companies in the last three years and does not hold any position
with the Company or other members of the Group.
Mr. Herman Ng has entered into a letter of appointment with the
Company on 15 March 2013 for a term of three years. He is entitled
to an annual Independent Non-executive Director fee of HK$240,000
payable monthly, which is determined by reference to his duties and
responsibilities and the prevailing market conditions. He is not
entitled to any bonus payment pursuant to the said letter of
appointment. With regard to his newly appointed position as
Non-Executive Chairman of the Company, he entered into a service
contract with the Company and will not receive any additional
remuneration from the Company during his tenure in connection with
his position as the Non-Executive Chairman of the Board.
Mr. Herman Ng does not have any relationships with any
directors, senior management or substantial or controlling
shareholders of the Company. He does not have any interest in the
shares, underlying shares or debentures of the Company and its
associated corporations within the meaning of Part XV of the
Securities and Futures Ordinance, Chapter 571 of the laws of Hong
Kong (the "SFO").
In addition, save as set out in this announcement, there is no
other matter that needs to be brought to the attention of the
Shareholders and there is no other information relating to Mr.
Herman Ng's new appointment which is required to be disclosed
pursuant to any of the requirements of Rule 13.51(2)(h) to (v) of
the Listing Rules.
Appointment of Vice Chairman and Authorised Representative
Mr. Tong Hung Wai, Tommy ("Mr. Tommy Tong"), an Executive
Director, has been appointed as the Vice Chairman of the Company
and the Authorised Representative under Part 16 of the Companies
Ordinance.
Mr. Tommy Tong, aged 45, is the co-founder of the Group. Mr.
Tommy Tong was appointed as an Executive Director on 18 November
2003. He is responsible for sales and marketing and investor
relations of the Group. Mr. Tommy Tong obtained a bachelor of
business degree in international business from Queensland
University of Technology, Australia in 1996. He is the son of Mr.
Tony Tong. Save as disclosed above, Mr. Tommy Tong has not held any
other directorship positions in any listed public companies in the
last three years.
Mr. Tommy Tony is also a director of certain subsidiaries of the
Group
Mr. Tommy Tong entered into a service agreement dated 17
November 2009 (the "Service Agreement") and supplementary letter to
the Services Agreement dated 24 September 2012 with the Company
respectively in relation to his appointment as an executive
director of the Company for a period of 3 years from 17 November
2009 to 16 November 2012, which will continue thereafter unless and
until terminated in accordance with the terms thereof or by either
party giving to the other not less than 3 calendar months' prior
notice in writing. He will receive an annual salary of HK$1,020,000
payable monthly, together with a payment of HK$85,000 before each
Chinese New Year, which is determined by reference to his duties
and responsibilities and the prevailing market conditions. With
regard to his newly appointed position as Vice-Chairman of the
Company, he entered into a service contract with the Company and
will not receive any additional remuneration from the Company
during his tenure in connection with his position as the
Vice-Chairman of the Board.
Save as disclosed above, Mr. Tommy Tong does not have any
relationships with any other directors, senior management or
substantial or controlling shareholders of the Company.
As at the date hereof, Mr. Tommy Tong was interested in certain
options entitling him to subscribe for a total of 1,900,000 shares
of the Company at an exercise price ranging from GBP0.139 to
HK$5.680 per share during the period from 27 July 2007 to 26 May
2018.
Save as disclosed herein, there is no other matter that needs to
be brought to the attention of the Shareholders and there is no
information relating to Mr. Tommy Tony's new appointment which is
required to be disclosed pursuant to any of the requirements of
Rule 13.51(2)(h) to (v) of the Listing Rules.
Appointment of Executive Director and Chief Executive
Officer
Mr. Ng Ong Nee ("Mr. O N Ng") has been appointed as an Executive
Director and the Chief Executive Officer of the Company. He has
also been appointed as a member of the Remuneration Committee of
the Company.
Mr. O N Ng, aged 60, has over 30 years of commercial and
managerial experience in a variety of businesses and industries, in
particular, strategic management, biological business and capital
markets. Most recently, he worked for a number of companies with
multi-national businesses and investments. Mr O N Ng has been an
Executive Committee member of the Chinese Enterprises Investment
Association since 2013 and was the Vice President of the Hong Kong
Australia Investment Association between 2007 and 2012. He was also
a past president of the Shenzhen-Hong Kong Business Association
Mr. O N Ng has entered into a letter of appointment with the
Company on 3 March 2014 for a term of three years, which can be
terminated by either party with 3 months' notice in writing and his
directorship is subject to the relevant provisions of retirement
and re-election at the next general meeting of the Company in
accordance with the bye-laws of the Company. He will receive an
annual salary of HK$1,440,000 payable on a monthly basis, together
with a payment of HK$120,000 (or a pro-rata thereof, if having less
than 12 months' service) before each Chinese New Year, which is
determined by reference to his duties and responsibilities and the
prevailing market conditions.
Mr. O N Ng has held directorships and/or partnerships in
Brilliant Key Holdings Corp., Global Success Business Consulting
Limited, Wellcome Australia Pty Limited, Wellcome Management
Limited, LPT Investment Company Limited, Wellcome Finance
Consulting Limited, Sky Peace Limited, CHK Educational Organization
Company Limited, Ever Plus Investments Limited, Richie Global
Business Limited, Total Skill Limited, WB Printing Company Limited,
Wellcome Assets Management Limited, Wellcome Car Rental Company
Limited, Wellcome Education Group Limited, Wellcome Financial Group
Limited, Wellcome Real Estate Limited and Wellcome Securities
Limited in the last 5 years.
Save as disclosed above, Mr. O N Ng currently does not hold any
directorship or partnership positions currently in any other
company or partnership, nor did he hold any other directorship
positions in any listed public companies in the past three
years.
Mr. O N Ng does not have any relationships with any other
directors, senior management or substantial or controlling
shareholders of the Company. He does not have any interest in the
shares, underlying shares or debentures of the Company or its
associated corporations within the meaning of Part XV of the
SFO.
There is no other matter that needs to be brought to the
attention of the Shareholders and there is no information relating
to Mr. O N Ng, which is required to be disclosed pursuant to any of
the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules,
or under Schedule Two, paragraph (g) (i)-(viii) of the AIM Rules
for Companies.
Appointment of Chief Financial Officer and Authorised
Representative
Mr. Ng Cheuk Lun, ("Mr. Mark Ng") has been appointed as the
Chief Financial Officer and an Authorised Representative of the
Company under Rule 3.05 of the Listing Rules.
Mr. Mark Ng, aged 37, joined the Company in July 2011. He is
currently the Company Secretary of the Company and the Financial
Controller of the Group, responsible for overseeing accounting,
finance and treasury functions of the Company as well as investor
relations. Mr. Mark Ng is a member of Hong Kong Institute of
Certified Public Accountants and CPA Australia and has 14 years of
experience in finance, accounting, auditing and risk management
gained from international accounting firms.
Change of Member of Remuneration Committee
The Remuneration Committee of the Company currently comprises
Mr. Herman Ng, Mr. Chung Koon Yan, Mr. Ho Wai Leung and Mr. O N Ng
with Mr. Herman Ng acting as Chairman.
Gratitude and Welcome
The Board would like to express its gratitude to Mr. Tony Tong
and Mr. Lau for their valuable contributions over the years, and
welcome and congratulate Mr. O N Ng, Mr. Herman Ng, Mr. Tommy Tong
and Mr. Mark Ng to their new positions in the Company.
By Order of the Board
Asian Citrus Holdings Limited
Ng Hoi Yue
Non-executive Chairman
Hong Kong, 3 March 2014
As at the date of this announcement, taking into account the
aforesaid changes, the Board comprises four executive directors,
namely Mr. Tong Hung Wai (Vice Chairman), Mr. Ng Ong Nee (Chief
Executive Officer), Mr. Cheung Wai Sun and Mr. Pang Yi and five
independent non-executive directors, namely Dr. Lui Ming Wah, SBS,
JP, Mr. Yang Zhen Han, Mr. Ng Hoi Yue (Non-executive Chairman), Mr.
Chung Koon Yan and Mr. Ho Wai Leung.
*For identification purposes only
For further enquires:
Asian Citrus
Tommy Tong, Executive Director +852 2559 0323
Cantor Fitzgerald Europe (NOMAD and
Broker)
Rick Thompson / David Foreman (Corporate
Finance) +44 (0) 20 7894 7000
Richard Redmayne (Corporate Broking)
Weber Shandwick Financial +44 (0) 020 7067 0000
Nick Oborne, Stephanie Badjonat
This information is provided by RNS
The company news service from the London Stock Exchange
END
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