TOWN HEALTH INTERNATIONAL MEDICAL GROUP 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.
Town Health International Medical Group Limited(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)
(Stock Code: 3886) CHANGE OF DIRECTORS AND CHANGE IN COMPOSITION OF BOARD COMMITTEES APPOINTMENT OF DIRECTORS
The Board announces that, with effect from 2 September 2015:
(1) Mr. Tsai Ming-hsing has been appointed as a non-executive Director and a deputy chairman of the Company; and
(2) Mr. Wang John Hong-chiun has been appointed as an independent non-executive
Director.
The Board also announces that, with effect from 2 September 2015:
(1) Dr. Chan Wing Lok, Brian has resigned as an executive Director; and
(2) Mr. Wai Kwok Hung, SBS, JP has resigned as an independent non-executive Director.
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CHANGE IN COMPOSITION OF BOARD COMMITTEES
The Board further announces that, with effect from 2 September 2015:
(1) Mr. Wai Kwok Hung, SBS, JP has ceased to be the chairman of the Remuneration Committee and a member of each of the Audit Committee and the Nomination Committee;
(2) Mr. Ho Kwok Wah, George, MH has been appointed as the chairman of the
Remuneration Committee; and
(3) Mr. Wang John Hong-chiun has been appointed as a member of the Audit Committee.
The board ("Board") of directors ("Directors", and each, a "Director") of Town Health International Medical Group Limited ("Company", together with its subsidiaries, the "Group") announces that with effect from 2 September 2015, (i) Mr. Tsai Ming-hsing ("Mr. Tsai") has been appointed as a non-executive Director and a deputy chairman of the Company; and (ii) Mr. Wang John Hong-chiun ("Mr. Wang") has been appointed as an independent non-executive Director. The biographical details of each of them are set out below.
(a) Mr. TsaiMr. Tsai, aged 58, obtained his Bachelor of Business Administration degree from the School of Law of National Taiwan University in 1979 and his Master of Business Administration degree from the Graduate School of Business Administration of New York University in 1981. From October 2012 to October 2014, Mr. Tsai was the chairman of the Taiwan Telecommunication Industry Development Association. Since June 2014, Mr. Tsai has been appointed as the vice chairman of the Chinese Taipei Basketball Association for a term of four years. Mr. Tsai is also a member of the China Finance 40 Forum Executive Council and a member of the China Finance 40 Forum Council.
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Since July 2004, Mr. Tsai has been appointed as the vice chairman of Fubon Financial Holding Co., Ltd. ("Fubon Holding", together with its subsidiaries, the "Fubon Group"), one of the largest listed financial holding companies in Taiwan, with total assets of approximately US$171.53 billion as of 31 December 2014. Mr. Tsai has been appointed as a director and the chairman of Fubon Bank (Hong Kong) Limited since February 2004. Mr. Tsai was the chairman of Fubon Securities Co., Ltd. from September
1988 to May 1992 and the chairman of Fubon Life Insurance Co., Ltd. from July 1993 to
June 2011.
Mr. Tsai has been with the Fubon Group since 1983. During the past 32 years, Mr. Tsai has been managing a wide range of financial and insurance businesses of the Fubon Group.
Mr. Tsai is currently the chairman of Taiwan Fixed Network Co., Ltd. and he has also been the chairman of Taiwan Mobile Co., Ltd. since June 2014. Both companies are telecommunications service providers in Taiwan.
In 2011, Mr. Tsai was awarded the "Asia Innovator of the Year Award" of the 10th CNBC Asia Business Leaders Awards to cite his achievement and he was the sole awardee from Taiwan in that year.
Save as disclosed above, as at the date of this announcement, Mr. Tsai does not hold any other major appointment and professional qualification or directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. As at the date of this announcement, Mr. Tsai does not have any relationship with any Director, senior management, substantial or controlling shareholders (having the meaning ascribed to them in the Rules ("Listing Rules") Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited) of the Company. As at the date of this announcement, Mr. Tsai does not hold any position with the Company or other members of the Group.
As at the date of this announcement, Mr. Tsai is not interested in any shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance ("SFO") (Cap. 571 of the Laws of Hong Kong).
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Pursuant to the letter of appointment entered into between Mr. Tsai and the Company, Mr. Tsai has been appointed as a non-executive Director for a period from 2 September
2015 to 31 December 2016, subject to rotation and re-election at general meeting of the Company in accordance with the bye-laws of the Company. In accordance with such letter of appointment, Mr. Tsai is not entitled to any director's fee.
Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to the appointment of Mr. Tsai that need to be brought to the attention of the shareholders of the Company.
Mr. Wang, aged 49, graduated from the University of California at Berkeley in 1988 with a Bachelor of Arts degree with major in Economics. In 1996, Mr. Wang obtained his Master of Management degree from the J.L. Kellogg Graduate School of Management at Northwestern University.
Mr. Wang had been an executive director in the Investment Management Division of Goldman Sachs (Asia) L.L.C. in Hong Kong and was employed by such company and one of its affiliates from August 1996 to December 2010. Mr. Wang worked at Citi Private Bank of Citigroup Inc. from December 2010 to February 2012, during which he held the positions of Managing Director and Global Market Manager.
Since March 2012, Mr. Wang has been a director of W.T.T. Investment Limited. Mr. Wang is also the president of ����x5:1&%i:: (in English for identification only, Zhongxing Kaifa Co., Ltd.), which is an affiliate of the Tsai's family of Fubon Holding.
Save as disclosed above, as at the date of this announcement, Mr. Wang does not hold any other major appointment and professional qualification or directorships in any public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years. As at the date of this announcement, Mr. Wang does not have any relationship with any Director, senior management, substantial or controlling shareholders (having the meaning ascribed to them in the Listing Rules) of the Company. Save as disclosed in this announcement, as at the date of this announcement, Mr. Wang does not hold any position with the Company or other members of the Group.
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As at the date of this announcement, Mr. Wang is not interested in any shares of the
Company within the meaning of Part XV of the SFO.
Pursuant to the letter of appointment entered into between Mr. Wang and the Company, Mr. Wang has been appointed as an independent non-executive Director for a period from 2 September 2015 to 31 December 2016, subject to rotation and re-election at general meeting of the Company in accordance with the bye-laws of the Company. In accordance with such letter of appointment, Mr. Wang is entitled to a monthly director's fee of HK$10,000, which was determined with reference to his responsibilities, the Company's remuneration policy and the prevailing market conditions.
Save as disclosed above, there is no further information to be disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules and there are no other matters relating to the appointment of Mr. Wang that need to be brought to the attention of the shareholders of the Company.
The Board also announces that, with effect from 2 September 2015, (i) Dr. Chan Wing Lok, Brian ("Dr. Chan") has resigned as an executive Director due to his other business engagements which require more of his dedication, while Dr. Chan remains as a director of a number of subsidiaries of the Company; and (ii) Mr. Wai Kwok Hung, SBS, JP ("Mr. Wai") has resigned as an independent non-executive Director due to his other business engagements which require more of his dedication. Each of Dr. Chan and Mr. Wai has confirmed that in relation to his resignation, he has no disagreement with the Board and there are no matters that need to be brought to the attention of the shareholders of the Company.
CHANGE IN COMPOSITION OF BOARD COMMITTEES
The Board further announces that, with effect from 2 September 2015:
(1) Mr. Wai has ceased to be the chairman of the remuneration committee ("Remuneration Committee") of the Board and a member of each of the audit committee ("Audit Committee") and the nomination committee ("Nomination Committee") of the Board;
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(2) Mr. Ho Kwok Wah, George, MH has been appointed as the chairman of the Remuneration
Committee; and
(3) Mr. Wang has been appointed as a member of the Audit Committee.
The Board would like to take this opportunity to thank Dr. Chan and Mr. Wai for their valuable contribution and services to the Company during their respective tenures of office and the Board would like to take this opportunity to welcome Mr. Tsai and Mr. Wang to join the Board.
By order of the Board
Director
Hong Kong, 2 September 2015
As at the date of this announcement, the executive Directors are Miss Choi Ka Yee, Crystal (Chairperson), Dr. Cho Kwai Chee (Executive Deputy Chairman), Dr. Hui Ka Wah, Ronnie, JP (Chief Executive Officer), Dr. Ip Chun Heng, Wilson, Mr. Lee Chik Yuet and Mr. Wong Seung Ming (Chief Financial Officer); the non-executive Directors are Dr. Choi Chee Ming, GBS, JP (Deputy Chairman), Ms. Fang Haiyan (Deputy Chairperson), Mr. Chen Jinhao and Mr. Tsai Ming-hsing (Deputy Chairman); and the independent non-executive Directors are Mr. Ho Kwok Wah, George, MH, Mr. Wong Tat Tung, MH, Mr. Yu Xuezhong, Ms. Li Mingqin and Mr. Wang John Hong-chiun.
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