XINGYE ALLOY MATERIALS 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.
XINGYE COPPER INTERNATIONAL GROUP LIMITED(Incorporated in the Cayman Islands with limited liability) (Stock Code: 505)
RE-DESIGNATION OF DIRECTOR, CHANGE OF CHAIRMAN AND MEMBER OF THE REMUNERATION COMMITTEE AND APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND MEMBER OF THE NOMINATION COMMITTEE
The Board hereby announces the following changes in the composition of the Board:-
(1) Mr. Dai has been re-designated from an independent non-executive director of the Company to a non-executive director of the Company and has resigned as the chairman and a member of the remuneration committee of the Company with effect from 17 August 2015; and
(2) Dr. Lou has been appointed as an independent non-executive director, the chairman and a member of the remuneration committee and a member of the nomination committee of the Company with effect from the same day.
The board of directors (the "Board") of Xingye Copper International Group Limited (the
"Company") announces the following changes in the composition of the Board:-
Mr. Dai Jianchun ("Mr. Dai") has been re-designated from an independent non-executive director of the Company to a non-executive director of the Company and has resigned as the chairman and a member of the remuneration committee of the Company with effect from 17 August 2015.
Mr. Dai will remain as a member of each of the nomination committee and audit committee of the
Company.
Dr. Lou Dong ("Dr. Lou") has been appointed as an independent non-executive director, the chairman and a member of the remuneration committee and a member of the nomination committee of the Company with effect from the same day.
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The Company would like to extend its warm welcome to Dr. Lou in joining the Board. The profiles of Mr. Dai and Dr. Lou are set out as below:
Mr. Dai Jianchun
Mr. Dai, aged 38, has been an independent non-executive director of the Company since 19
January 2015 until he was re-designated as a non-executive director of the Company with effect from 17 August 2015. Mr. Dai was the chairman and a member of the remuneration committee of the Company from 19 January 2015 to 17 August 2015 and has been a member of each of the nomination committee and audit committee of the Company since 19 January 2015. Mr. Dai graduated from the School of Economics and Management at Tsinghua University, with the degrees of Bachelor of Management Information Systems and Bachelor of Engineering in July 2000, where he also obtained a Master's Degree in Economics in July 2002.
Between August 2002 and July 2006, Mr. Dai worked as a portfolio manager in the capital markets department in the headquarters of China CITIC Bank. Mr. Dai then became a manager in Crédit Agricole Corporate and Investment Bank's Hong Kong office until January 2009. Mr. Dai is currently a founding partner of Ferry Venture Capital, a company that performs venture capital for entrepreneurial enterprises with an industry focus on the internet, the online to offline (O2O) commerce and clean technologies.
The letter of appointment of Mr. Dai in relation to his appointment as an independent non-executive director of the Company has been terminated by mutual agreement without compensation with effect from 17 August 2015 and a new letter of appointment has been entered into between Mr. Dai and the Company in relation to his appointment as a non-executive director of the Company with effect from 17 August 2015. Pursuant to his new letter of appointment with the Company, Mr. Dai's appointment is for a term of 3 years commencing on 17 August 2015, subject to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules") and the provisions of the Company's articles of association in force from time to time, including but not limited to retirement by rotation and re-election at annual general meetings of the Company at least once every three years. Under the said new letter of appointment, he is entitled to an annual fee of RMB102,000 for being a non-executive director of the Company. The annual fee is determined by the Board and the remuneration committee of the Company with reference to the prevailing market conditions, performance, qualification and experience of Mr. Dai.
Dr. Lou, aged 34, graduated from Columbia University with a degree of Bachelors of Computer
Science in 2004 and obtained a doctoral degree from Yale University in Financial Economics in
2009.
Dr. Lou worked as an assistant professor in Finance at the London School of Economics and Political Science from 2009-2015, where he is currently an associate professor (tenured professor) in Finance. Dr. Lou is a researcher at the Centre for Economic Policy Research in the United Kingdom from 2013 to the present and an associate editor at Management Science and Journal of Empirical Finance from 2014 to the present.
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Pursuant to his letter of appointment with the Company, Dr. Lou's appointment is for a term of
3 years commencing on 17 August 2015, subject to the Listing Rules and the provisions of the Company's articles of association in force from time to time, including but not limited to retirement by rotation and re-election at annual general meetings of the Company at least once every three years. Under the said letter of appointment, he is entitled to an annual fee of RMB102,000 for being an independent non-executive director of the Company. The annual fee is determined by the Board and the remuneration committee of the Company with reference to the prevailing market conditions, performance, qualification and experience of Dr. Lou.
Save as disclosed herein, each of Mr. Dai and Dr. Lou does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).
Save as disclosed above, as at the date of this announcement, each of Mr. Dai and Dr. Lou (i) does not have any relationships with any other directors, senior management or substantial or controlling shareholders of the Company; (ii) does not hold any other positions with the Company or its subsidiaries or other major appointments and professional qualifications; and (iii) has not held any other directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years.
Save as disclosed above, there is no other information which is required to be disclosed pursuant to the requirements under Rule 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters in relation to the above re-designation and appointment of director that need to be brought to the attention of the shareholders of the Company.
By order of the Board
Chairman
Hong Kong, 17 August 2015
As at the date of this announcement, the executive directors of the Company are Mr. HU Changyuan, Mr. HU Minglie, Mr. WANG Jianli, Mr. MA Wanjun and Mr. CHEN Jianhua, the non- executive director of the Company is Mr. DAI Jianchun and the independent non-executive directors of the Company are Mr. MAO Xuechang, Mr. CHAI Chaoming and Dr. LOU Dong.
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