Hong Kong Exchange 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.

JOY CITY PROPERTY LIMITED

大悅城地產有限公司

(Incorporated in Bermuda with limited liability)

(Stock Code: 207)

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND

APPOINTMENT OF HONORARY ADVISOR;

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR;

AND

CHANGE IN COMPOSITION OF AUDIT COMMITTEE,

NOMINATION COMMITTEE AND REMUNERATION COMMITTEE

The Board wishes to announce that with effect from 10 February 2020:

  1. Mr. Wu has resigned as an independent non-executive Director; and ceased to be a member of each of the Audit Committee, Nomination Committee and Remuneration Committee;
  2. Mr. Wu has been appointed as Honorary Advisor of the Company; and
  3. Mr. Chan has been appointed as an independent non-executive Director and a member of each of the Audit Committee, Nomination Committee and Remuneration Committee.

The board of directors (the "Director(s)") (the "Board") of Joy City Property Limited ("Company") announces the following changes with effect from 10 February 2020:

  1. Mr. WU Kwok Cheung ("Mr. Wu") has resigned as an independent non-executive Director; and ceased to be a member of each of the audit committee (the "Audit Committee"), nomination committee (the "Nomination Committee") and remuneration committee (the "Remuneration Committee") of the Company;
  2. Mr. Wu has been appointed as Honorary Advisor of the Company; and
  3. Mr. CHAN Fan Shing ("Mr. Chan") has been appointed as an independent non-executive Director and a member of each of the Audit Committee, Nomination Committee and Remuneration Committee.

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RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND APPOINTMENT OF HONORARY ADVISOR

Mr. WU Kwok Cheung, MH

Mr. Wu has resigned as an independent non-executive Director with effect from 10 February 2020 as he has reached the retirement age.

In recognition of Mr. Wu's invaluable contributions to the Company during his tenure of service, the Board has appointed Mr. Wu as Honorary Advisor of the Company with effect from 10 February 2020 following his resignation as an independent non-executive Director.

Mr. Wu has confirmed that he has no disagreement with the Board and there are no matters with respect to his resignation that need 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. Wu for his valuable contributions to the Company during his tenure of service.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. CHAN Fan Shing

The Board is pleased to announce that with effect from 10 February 2020, Mr. CHAN has been appointed as an independent non-executive Director.

Mr. Chan, aged 43, has extensive experience in auditing, accounting and financial management. Mr. Chan was appointed as a director of Tycoon Asia Pacific Group Limited (the "Tycoon") since October 2017. The company mainly engaged in trading of traditional Chinese medicine and healthcare products in Hong Kong, Macau, Singapore and Australia. In addition, since September 2018, Mr. Chan has been an independent non-executive director of Trigiant Group Limited, which is a company listed on the main board of The Stock Exchange of Hong Kong Limited ("HKEx") (Stock Code: 1300) and principally engaged in the manufacture and sales of feeder cable and related products for mobile communications and telecommunication equipment. During September 2009 and March 2016, Mr. Chan was the company secretary, financial controller and authorized representative of CPMC Holdings Limited ("CPMC"), the shares of which are listed on the main board of HKEx (Stock Code: 0906). Prior to joining CPMC, Mr. Chan has worked as senior management in various Hong Kong listed companies and as auditor in international audit firms.

Mr. Chan obtained a Bachelor's degree in Business Accounting from University of Glamorgan (currently known as University of South Wales), United Kingdom in June 1999 and a Master's degree in Professional Accounting from The Hong Kong Polytechnic University in October 2008. He is a fellow member of the Association of Chartered Certified Accountants, the Hong Kong Institute of Certified Public Accountants and the CPA Australia, and a chartered professional accountant member of the Chartered Professional Accountants of British Columbia, Canada.

Save as disclosed above, Mr. Chan has no other relationship with any directors, senior management, or any substantial or controlling shareholders (as defined in The Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules") of the Company, and has not held any directorships in other listed companies, whether in Hong Kong or overseas, in the last three years.

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As at the date of this announcement, Mr. Chan does not have any interests 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).

A service contract was entered into between Mr. Chan and the Company pursuant to which he was appointed for a term of three years as an independent non-executive director of the Company. He is entitled to receive a fee of HK$350,000 per annum with an additional fee of HK$5,000 for each extra meeting or each extra set of written resolutions (other than the minimum number of regular board meetings per year required, from time to time, by the Hong Kong Listing Rules or if applicable the laws of Bermuda) which shall require his attendance, undertaking or participation, provided that such extra meeting or such extra set of written resolutions resolves or considers one or more of the following matters: (I) a notifiable transaction (Chapter 14 of the Hong Kong Listing Rules), (II) a connected transaction (Chapter 14A of the Hong Kong Listing Rules), (III) any material matters or events required to be disclosed under Chapter 13 of the Hong Kong Listing Rules and/or (IV) a transaction falling under the Codes on Takeovers and Mergers and Share Repurchases. He shall hold office only until the next annual general meeting of the Company following his appointment and shall then be eligible for re-election at that meeting in accordance with the bye-laws of the Company and the Listing Rules. The fee is determined with reference to his responsibilities, the Company's remuneration policy and the prevailing market conditions. He is also subject to the provisions on retirement by rotation and re-election of directors in accordance with the bye-laws of the Company and the Listing Rules.

Save as disclosed above, the Board is not aware of any other matters in relation to the appointment of Mr. Chan as an independent non-executive director of the Company that need to be brought to the attention of the shareholders of the Company nor is there any information to be disclosed by the Company pursuant to any of the requirements set out in Rules 13.51 (2) of the Listing Rules.

The Company takes this opportunities to express its warm welcome to Mr. Chan to the Board.

CHANGE IN COMPOSITION OF AUDIT COMMITTEE, NOMINATION COMMITTEE AND REMUNERATION COMMITTEE

Following the resignation of Mr. Wu, the Board announces that Mr. Wu has ceased to be a member of each of the Audit Committee, Nomination Committee and Remuneration Committee with effect from 10 February 2020.

The Board is pleased to announce that Mr. Chan has been appointed as a member of each of the Audit Committee, Nomination Committee and Remuneration Committee with effect from 10 February 2020.

Following the above mentioned changes:

  1. the Audit Committee will comprise four (4) members, namely Mr. LAU Hon Chuen, Ambrose, GBS, JP (as the chairman of the Audit Committee), Mr. CAO Ronggen, Mr. LAM Kin Ming, Lawrence and Mr. CHAN Fan Shing;
  2. the Nomination Committee will comprise four (4) members, namely Mr. ZHOU Zheng (as the chairman of the Nomination Committee), Mr. LAU Hon Chuen, Ambrose, GBS, JP, Mr. LAM Kin Ming, Lawrence and Mr. CHAN Fan Shing; and

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  1. the Remuneration Committee will comprise four (4) members, namely Mr. LAU Hon Chuen, Ambrose, GBS, JP (as the chairman of the Remuneration Committee), Mr. CAO Ronggen, Mr. LAM Kin Ming, Lawrence and Mr. CHAN Fan Shing.

By order of the Board

Joy City Property Limited

Zhou Zheng

Chairman

The PRC, 10 February 2020

As at the date of this announcement, the Board comprises Mr. ZHOU Zheng (Chairman) and Mr. CAO Ronggen as executive directors; Mr. JIANG Yong as non-executive director; and Mr. LAU Hon Chuen, Ambrose, GBS, JP, Mr. LAM Kin Ming, Lawrence and Mr. CHAN Fan Shing as independent non-executive directors.

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Joy City Property Limited published this content on 10 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 10 February 2020 09:17:03 UTC