INTEGRATED WASTE SOLUTIONS GROUP 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.
Integrated Waste Solutions Group Holdings Limited
綜合環保集團有限公司*
(Incorporated in the Cayman Islands with limited liability, stock code: 923)
RE-DESIGNATION OF DIRECTOR AND APPOINTMENT OF BOARD COMMITTEE MEMBERS
With effect from 9 September 2015,
(a) Mr. TO Chun Wai will be re-designated from an executive Director to a
non-executive Director and cease to be a member of the Executive Committee and the Chief Operating Officer of the Company;
(b) Mr. TSANG On Yip, Patrick will be appointed as a member of the Audit
Committee;
(c) Mr. LAU Sai Cheong will be appointed as a member of the Nomination
Committee; and
(d) Mr. TO Chun Wai will be appointed as a member of the Remuneration
Committee.
RE-DESIGNATION OF DIRECTOR
The board of directors (the "Board") of Integrated Waste Solutions Group Holdings Limited (the "Company", together with its subsidiaries, the "Group") announces that Mr. TO Chun Wai ("Mr. TO") will be re-designated from an executive director of the Company ("Directors") to a non-executive Director with effect from 9 September
2015. As a result of his re-designation, he will cease to be a member of the Executive Committee ("Executive Committee") and the Chief Operating Officer of the Company ("COO") with effect from 9 September 2015. As a non-executive Director, Mr. TO will
continue to advise the Board on policy making and planning thereby providing good exposure for the Group. He will act as a member of the Remuneration Committee of the Company from 9 September 2015.
Biographical details of Mr. TO
Mr. TO, aged 59, was appointed as an executive Director on 8 April 2013. He joined the Company in April 2013. Mr. TO spent most of his career, beginning in 1974, with the Hong Kong Police, rising up the ranks to Assistant Commissioner of Police (Crime) overseeing crime operations and policies of the Hong Kong Police, until his
retirement in 2011. He was awarded the Police Meritorious Service Medal in recognition of his long years of service and contribution to the Hong Kong Society. From 2011 to 2012, he served as a part-time tutor in public administration at The University of Hong Kong. Mr. TO has wide administrative and management experience and holds a master degree of public administration from The University of Hong Kong.
Save and except as holding the office as executive Director immediately prior to the re-designation as non-executive Director, Mr. TO has not held 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.
A letter of appointment has been entered into between the Company and Mr. TO. Mr. TO is appointed as a non-executive Director for a term of three years commencing from 9 September 2015 and subject to retirement and re-election pursuant to the articles of association of the Company (the "Articles"). He will hold office until the
next following general meeting of the Company and shall be eligible for re-election in accordance with the Articles. Thereafter, he will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the Articles. Mr. TO will be entitled to an annual director's fee of HK$360,000, which is determined with reference to his time commitment and responsibilities as well as prevailing market conditions and is subject to review by the remuneration committee of the Company from time to time.
Mr. TO has 6,103,604 outstanding share options of the Company to subscribe for
6,103,604 Shares granted to him under the Share Option Scheme of the Company. As far as the Directors of the Company are aware and save as disclosed above, Mr. TO was not interested or deemed to be interested in any shares or underlying shares of
the Company or its associated corporations pursuant to Part XV of the Securities and Futures Ordinance (Chapter 571 of the laws of Hong Kong). Mr. TO does not have any relationships with other Directors, senior management, substantial shareholders or controlling shareholders of the company.
As far as the Directors are aware and save as disclosed above, there is no information of Mr. TO to be disclosed pursuant to any of the requirements under Rules 13.51(2)(h) to 13.51(2)(v) of the Rules Governing the listing of securities on The Stock Exchange
of Hong Kong Limited.
Mr. TO confirmed that he is not aware of any matter relating to his re-designation and ceasing to act as the member of Executive Committee and the COO that needs to be brought to the attention of the shareholders of the Company.
The Board would like to express its gratitude to Mr. TO for his support, devotion and invaluable contribution during his tenure as executive Director.
APPOINTMENT OF BOARD COMMITTEE MEMBERS
The Board further announced that with effect from 9 September 2015,
(1) Mr. TSANG On Yip, Patrick, the non-executive Director, will be appointed as a member of the Audit Committee of the Company;
(2) Mr. LAU Sai Cheong, the non-executive Director, will be appointed as a member of the Nomination Committee of the Company; and
(3) Mr. TO will be appointed as a member of the Remuneration Committee of the
Company.
By Order of the Board
Integrated Waste Solutions Group Holdings Limited
CHENG Chi Ming, Brian
Chairman
Hong Kong, 8 September 2015
* Chinese name for identification purpose
As at the date of this announcement, the Board comprises three executive Directors, namely, Messrs. SUEN Wing Yip, TO Chun Wai and TAM Sui Kin, Chris; three
non-executive Directors, namely, Messrs. CHENG Chi Ming, Brian (Chairman), TSANG On Yip, Patrick and LAU Sai Cheong; and three independent non-executive Directors, namely, Messrs. NGUYEN Van Tu, Peter, CHOW Shiu Wing, Joseph, and WONG Man Chung, Francis.
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