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.

FDG Kinetic Limited

五龍動力有限公司

(Receivers and Managers Appointed)

(Incorporated in Bermuda with limited liability)

(Stock Code: 378)

  1. APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR;
    1. CHANGE IN COMPOSITION OF BOARD COMMITTEES;
  1. APPOINTMENT OF CHAIRMAN OF NOMINATION COMMITTEE; AND
    1. COMPLIANCE WITH RULES 3.10(1), 3.21 AND 3.25 OF

THE LISTING RULES

  1. Appointment of Independent Non-executive Director
    Reference is made to the announcements of the FDG Kinetic Limited (Receivers and Managers Appointed) (the "Company") dated 22 October 2020 and 22 February 2021.
    The board of directors (the "Board") of the Company is pleased to announce that Ms. Vera Yue ("Ms. Yue") has been appointed as an independent non-executive director of the Company with effect from 15 April 2021.
    Ms. Yue, aged 40, has been working for a reputable US-based law firm since 2015, and is currently holding the position of Senior Manager, Human Resources (Asia). Ms Yue has over 13 years of experience in the field of corporate human resources. She has contributed to the corporate human resources strategy by providing in-depth impact assessments on how corporate decisions could implicate human resources matters; and compliance assessments - ensuring adherence to relevant laws and regulations. Her work exposures also include other world-class professional consulting firms, having worked for Clifford Chance, DLA Piper Hong Kong and Ernest & Young Hong Kong. She studied Bachelor in Human Resources Management in The University of Hong Kong.
    Ms. Yue did not hold any other directorships in the last three years in public companies, the securities of which are listed on any securities market in Hong Kong or overseas and does not hold any other positions with the Company or its subsidiaries; and she does not have any other relationships with any directors, senior management, substantial or controlling shareholders of the Company.
    As at the date of this announcement, Ms. Yue does not have any interests or short positions in the shares, underlying shares or debentures of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).

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Ms. Yue will sign an appointment letter with the Company for a fixed period of two years from 15 April 2021 to 14 April 2023. Ms. Yue is subject to retirement by rotation and re-election in accordance with the bye-laws of the Company and the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited ("Listing Rules"). Ms. Yue is entitled to a director's fee of HK$400,000 per annum. She is not entitled to any bonus payments (whether fixed or discretionary in nature). Her emoluments will be determined by the Board based on the recommendation of the Remuneration Committee of the Company with reference to her duties and responsibilities, the Company's performance and the prevailing market conditions and trends.

Ms. Yue has confirmed that there is no other information required to be disclosed pursuant to Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules nor any other matters that need to be brought to the attention of the shareholders of the Company.

The Company expresses a warm welcome to Ms. Yue for joining the Company as an independent non-executive director.

Re-election at the Adjourned Annual General Meeting

Reference is made to the announcement of the Company dated 9 April 2021 in relation to the adjournment of the annual general meeting of the Company to be held on Friday, 30 April 2021 at 11:00 a.m. (the "Adjourned AGM"). In accordance with bye-law 86(2) of the bye-laws of the Company, Ms. Yue shall hold office until the Adjourned AGM and any adjournment thereof and, being eligible, has offered herself for re-election at the Adjourned AGM.

  1. Change of Composition of Board Committees
    Following the above mentioned appointment, Ms. Yue has also been appointed as member of each of the Audit Committee, the Remuneration Committee and the Nomination Committee of the Company with effect from 15 April 2021.
    In addition, the Board has resolved to remove Mr. Cao Zhong as a member of both the Remuneration Committee and the Nomination Committee of the Company with effect from 15 April 2021 due to his inactive participation and suspension status.
  2. Appointment of Chairman of the Nomination Committee
    The Board is pleased to announce that Mr. Toh Hock Ghim has been appointed as the chairman of the Nomination Committee of the Company with effect from 15 April 2021.
  3. Compliance with Rules 3.10(1), 3.21 and 3.25 of the Listing Rules
    Following the above appointments, the Company is in compliance with the requirements under Rules 3.10(1), 3.21 and 3.25 as well as Code Provision A.5.1 as set out in Appendix 14 of the Listing Rules.

On behalf of the Board

FDG Kinetic Limited

(Receivers and Managers Appointed)

Jaime Che

Chief Executive Officer

Hong Kong, 15 April 2021

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As at the date of this announcement, the Board comprises Mr. Jaime Che (Chief Executive Officer) and Mr. Cao Zhong (suspended) as executive directors; and Mr. Hung Chi Yuen Andrew, Mr. Toh Hock Ghim and Ms. Vera Yue as independent non-executive directors.

Website: http://www.fdgkinetic.com

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FDG Kinetic Limited published this content on 15 April 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 15 April 2021 09:24:04 UTC.