CHINA GLASS HOLDINGS LIMITED 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.
CHINA GLASS HOLDINGS LIMITED中 國 玻 璃 控 股 有 限 公 司 *
(Incorporated in Bermuda with limited liability)
(Stock Code: 3300)
CHANGE OF DIRECTORS, CHANGE OF CHAIRMAN OF THE BOARD, CHANGE OF CHAIRMAN OF THE NOMINATION COMMITTEE, APPOINTMENT OF DEPUTY CHAIRMAN OF THE BOARD AND APPOINTMENT OF HONORARY CHAIRMAN OF THE BOARD
As part of China Glass Holdings Limited's (the "Company") efforts to streamline its board structure, having considered the roles and functions of the directors in the Board and after consultation with the directors, the board of directors (the "Board") of the Company announces the following changes in directorships and roles, all with effect from 13 February 2015:
(1) Mr. Li Ping ("Mr. Li") has tendered his resignation as Executive Director of the
Company ("Executive Director");
(2) Mr. Ning Min ("Mr. Ning") has tendered his resignation as Non-Executive
Director of the Company ("Non-Executive Director");
(3) Mr. Ni Wei ("Mr. Ni") has tendered his resignation as Independent Non- Executive Director of the Company ("Independent Non-Executive Director");
(4) Mr. Zhou Cheng ("Mr. Zhou") has tendered his resignation as Chairman of the
Board and Chairman of the Nomination Committee;
(5) Mr. Zhou has been appointed as Honorary Chairman of the Board;
(6) Mr. Peng Shou ("Mr. Peng") has been appointed as Non-Executive Director and
Deputy Chairman of the Board;
(7) Mr. Zhao John Huan ("Mr. Zhao") has been appointed as Chairman of the
Board; and
(8) Mr. Zhang Baiheng ("Mr. Zhang") has been appointed as Chairman of the
Nomination Committee.
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As part of the Company's efforts to streamline its board structure, having considered the roles and functions of the directors in the Board and after consultation with the directors, the Board announces the following changes in directorships and roles.
Mr. Li Ping has tendered his resignation as Executive Director with effect from 13
February 2015. Mr. Li will remain as a senior vice president of the Company focusing on the overseas strategic implementation and international development of the Company.
Mr. Ning Min has tendered his resignation as Non-Executive Director with effect from
13 February 2015.
Mr. Ni Wei has tendered his resignation as Independent Non-Executive Director with effect from 13 February 2015.
Mr. Li, Mr. Ning and Mr. Ni have confirmed that they have no disagreement with the Board and they are not aware of other matters that need to be brought to the attention of the shareholders of the Company in connection with their respective resignations.
The Board would like to take this opportunity to express its gratitude to Mr. Li, Mr. Ning and Mr. Ni for their valuable contributions to the Company during their tenure of service.
The Board also announces that Mr. Zhou Cheng has resigned as Chairman of the Board and Chairman of the Nomination Committee with effect from 13 February 2015. In recognition of Mr. Zhou's valuable contributions to the Group as Chairman over the years, the Board is pleased to announce that Mr. Zhou has been appointed as Honorary Chairman of the Board with effect from 13 February 2015. Mr. Zhou will remain as a Non-Executive Director of the Company and a member of the Nomination Committee.
On the same date, Mr. Zhao John Huan, a Non-Executive Director, has been appointed as the Chairman of the Board and Mr. Zhang Baiheng, an Independent Non-Executive Director, has been appointed as the Chairman of the Nomination Committee.
The Board is pleased to announce the appointment of Mr. Peng Shou as Non-Executive
Director and Deputy Chairman of the Board with effect from 13 February 2015.
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The biographical details of Mr. Peng are set out as follows:
Mr. Peng, aged 54, holds a bachelor's degree in engineering from Wuhan Institute of Building material industry (now Wuhan University of Technology) in 1982 and a master's degree in management from Wuhan Poly-technic University (now Wuhan University of Technology) in 2002. Mr. Peng is qualified as a senior engineer at professor level and was awarded a special grant of the government approved by the State Council.
Mr. Peng has over 30 years of experience in business and management in the building material industry. He is an expert in inorganic materials research and development as well as engineering design and consulting. Mr. Peng is the general manager of
Triumph Technology Group Company* (凱盛科技集團公司) ("Triumph Technology")
(a substantial shareholder of the Company). Mr. Peng has served as an Executive
Director of China National Building Material Co. Ltd* (中國建材股份有限公司)(stock
code: 3323) ("CNBM") (an associate of Triumph Technology) since June 2006, he is
also a Vice President of CNBM and the Chairman and President of China Triumph
Interna tional Engine ering Company Li mited* (中國建材國際工程集團有限公司)
(an associate of Triumph Technology). At present, Mr. Peng concurrently acts as the
Chairman of International Commission on Glass, the Director of State Key Laboratory of Float Glass New Technology* (浮法玻璃新技術國家重點實驗室), the Vice Chairman of China Silicate Association* (中國硅酸鹽學會), the Deputy Chairman of
the China Building and Industrial Glass Committee* (中國建築玻璃與工業玻璃協會)
and the Vice President of China Building Material Federation* (中國建築材料聯合會).
Pursuant to the letter of appointment to be entered into between the Company and Mr. Peng, the appointment of Mr. Peng is for an initial term of one year commencing from 13 February 2015 which will be renewable for a maximum of three years. The appointment of Mr. Peng is subject to the bye-laws of the Company and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") which contain provisions for retirement by rotation and re-election of directors at annual general meetings of the Company.
Mr. Peng shall be entitled to an annual remuneration of HK$1,000 and other discretionary bonuses as may be determined by the Board. The amount of emolument of the Non-Executive Directors of the Company are determined by reference to his duties and responsibilities with the Company, the remuneration benchmark in the industry and the prevailing market conditions.
Save as disclosed above, (i) Mr. Peng has not held any position with the Company and its subsidiaries; (ii) Mr. Peng has not held any directorships in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years; (iii) Mr. Peng does not have any relationship with any
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directors, senior management or substantial or controlling shareholders of the Company; (iv) Mr. Peng does not have or is not deemed to have any interests in the shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance; (v) there is no other information which is discloseable pursuant to any of the requirements set out in Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules; and (vi) there are no other matters in relation to the above appointment that need to be brought to the attention of shareholders of the Company.
The Company would like to extend its warm welcome to Mr. Peng in joining the Board.
By Order of the Board
Chief Executive Officer
Hong Kong, 13 February 2015
As at the date of this announcement, the directors of the Company are as follows:
Executive Directors:
Mr. Cui Xiangdong (Chief Executive Officer)
Non-Executive Directors:
Mr. Zhao John Huan (Chairman); Mr. Zhou Cheng (Honorary Chairman); Mr. Peng
Shou (Deputy Chairman); and Mr. Guo Wen
Independent Non-Executive Directors:
Mr. Zhang Baiheng; Mr. Zhao Lihua; and Mr. Chen Huachen
* For identification only
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