Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no
responsibility for the contents of this joint 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 joint announcement.
(Stock Code: 488)
(Stock Code: 191)
(Stock Code: 1125)
JOINT ANNOUNCEMENT
APPOINTMENT OF EXECUTIVE DIRECTOR
With effect from 5 June 2012, Mr. Chew Fook Aun will be appointed:
(a)
(b)
(c)
(d)
a deputy chairman and an executive director of LSG;
the deputy chairman and an executive director of LSD;
an executive director of eSun; and
an executive director of LFH.
APPOINTMENT
The Board of each of LSG, LSD, eSun and LFH is pleased to announce that with effect from 5
June 2012, Mr. Chew Fook Aun (“Mr. Chew”) will be appointed:
(a)
(b)
(c)
(d)
a deputy chairman and an executive director of LSG;
the deputy chairman and an executive director of LSD;
an executive director of eSun; and
an executive director of LFH.
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BIOGRAPHICAL DETAILS
Mr. Chew, aged 50, has over 25 years of experience in accounting, auditing and finance in the
UK and Hong Kong. He graduated from the London School of Economics and Political
Science of the University of London in the UK with a Bachelor of Science (Economics) Degree.
Mr. Chew is a fellow member of both the HKICPA and The Institute of Chartered Accountants
in England and Wales. He was also a council member of the HKICPA and its vice president in
2010. Mr. Chew is currently a member of the advisory committee of the SFC, the corruption
prevention advisory committee of the ICAC and the standing committee on company law
reform of the Hong Kong Companies Registry, and a council member of the Financial
Reporting Council of Hong Kong.
Prior to joining the Lai Sun Group, Mr. Chew was an executive director and the group chief
financial officer of Esprit from 1 February 2009 to 1 May 2012, an executive director and the
chief financial officer of The Link Management Limited acting as manager of The Link REIT
from February 2007 to January 2009. He was also the chief financial officer of Kerry
Properties from 1996 to 2004, a director of corporate finance for Kerry Holdings Limited from
1998 to 2004 and an executive director of Kyard Limited in charge of the property portfolio of
a private family office from 2004 to 2007. Save as disclosed above, Mr. Chew has not held any
other directorships in listed public companies in the last three years.
PRINCIPAL EMPLOYMENT TERMS
(a)
LSG and Mr. Chew have entered into an employment contract with no fixed term but
such contract is determinable by either LSG or Mr. Chew by serving the other party not
less than 3 months’ written notice or payment in lieu thereof. Mr. Chew will receive a
remuneration of HK$1,000,000 per annum and a yearly discretionary bonus with
reference to the results of the LSG Group and his performance. Subject to the Listing
Rules and the LSG Scheme Rules, Mr. Chew will be granted an option on 5 June 2012
exercisable for ten years from 5 June 2012 and entitling him to subscribe for
approximately 1% of LSG’s total issued shares of HK$0.01 each at a subscription price to
be fixed in accordance with the Listing Rules and the LSG Scheme Rules. Mr. Chew’s
remuneration package has been reviewed by the remuneration committee of LSG and
determined by the Board of LSG with reference to his qualifications, experience, duties
and responsibilities with the LSG Group and the prevailing market conditions.
(b)
LSD and Mr. Chew have entered into an employment contract with no fixed term but
such contract is determinable by either LSD or Mr. Chew by serving the other party not
less than 3 months’ written notice or payment in lieu thereof. Mr. Chew will receive a
remuneration of HK$6,000,000 per annum (including housing reimbursement) and a
yearly discretionary bonus with reference to the results of the LSD Group and his
performance. Subject to the Listing Rules and the LSD Scheme Rules, Mr. Chew will be
granted an option on 5 June 2012 exercisable for ten years from 5 June 2012 and entitling
him to subscribe for approximately 1% of LSD’s total issued shares of HK$0.01 each at a
subscription price to be fixed in accordance with the Listing Rules and the LSD Scheme
Rules. Mr. Chew’s remuneration package has been reviewed by the remuneration
committee of LSD and determined by the Board of LSD with reference to his
qualifications, experience, duties and responsibilities with the LSD Group and the
prevailing market conditions.
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(c)
eSun and Mr. Chew have entered into an employment contract with no fixed term but
such contract is determinable by either eSun or Mr. Chew by serving the other party not
less than 3 months’ written notice or payment in lieu thereof. Mr. Chew will receive a
remuneration of HK$3,000,000 per annum and a yearly discretionary bonus with
reference to the results of the eSun Group and his performance. Subject to the Listing
Rules and the eSun Scheme Rules, Mr. Chew will be granted an option on 5 June 2012
exercisable for ten years from 5 June 2012 and entitling him to subscribe for
approximately 0.5% of eSun’s total issued shares of HK$0.5 each at a subscription price
to be fixed in accordance with the Listing Rules and the eSun Scheme Rules. Mr. Chew’s
remuneration package has been reviewed by the remuneration committee of eSun and
determined by the Board of eSun with reference to his qualifications, experience, duties
and responsibilities with the eSun Group and the prevailing market conditions.
(d)
LFH and Mr. Chew have entered into an employment contract with no fixed term but
such contract is determinable by either LFH or Mr. Chew by serving the other party not
less than 3 months’ written notice or payment in lieu thereof. Mr. Chew will receive a
remuneration of HK$3,000,000 per annum and a yearly discretionary bonus with
reference to the results of the LFH Group and his performance. Subject to the Listing
Rules and the LFH Scheme Rules, Mr. Chew will be granted an option on 12 June 2012
exercisable for eight years from 12 June 2012 and entitling him to subscribe for
approximately 0.5% of LFH’s total issued shares of HK$0.1 each at a subscription price
to be fixed in accordance with the Listing Rules and the LFH Scheme Rules. Mr. Chew’s
remuneration package has been reviewed by the remuneration committee of LFH and
determined by the Board of LFH with reference to his qualifications, experience, duties
and responsibilities with the LFH Group and the prevailing market conditions.
RETIREMENT AND RE-ELECTION
In accordance with the provisions of the constitutional document of each of LSG, LSD, eSun
and LFH, Mr. Chew is due to retire as a director at the next general meeting of each of the above
companies and is eligible for re-election thereat. If re-elected, he will be subject to retirement
by rotation once every three years since then or his next election and will also be eligible for
re-election as a director at future annual general meetings of each company.
OTHER INFORMATION
LSG is the controlling shareholder of LSD which is in turn the controlling shareholder of eSun
while eSun is the controlling shareholder of LFH. Save as aforesaid, Mr. Chew does not have
any relationship with any directors, senior management or substantial or controlling
shareholders of each of LSG, LSD, eSun and LFH.
As at the date of this joint announcement, Mr. Chew does not have any interests or short
positions in the shares, underlying shares and/or debentures of each of LSG, LSD, eSun and
LFH or any of their respective associated corporations within the meaning of Part XV of the
SFO.
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To the best knowledge of the Board of each of LSG, LSD, eSun and LFH, there are no other
matters relating to Mr. Chew’s appointment that need to be brought to the attention of the
shareholders of each of LSG, LSD, eSun and LFH, and there is no information that needs to be
disclosed pursuant to the requirements of Rule 13.51(2)(h) to (v) of the Listing Rules.
The respective Boards of LSG, LSD, eSun and LFH extend their warm welcome to Mr. Chew.
DEFINITIONS
In this joint announcement, the following expressions have the following respective meanings
unless the context requires otherwise:
“Board”
board of directors;
“Companies Ordinance”
Companies Ordinance (Chapter 32 of the laws of Hong Kong)
(as amended from time to time);
“Esprit”
Esprit Holdings Limited, a company incorporated in Bermuda
with limited liability, the issued shares of which are listed and
traded on the Main Board of the Stock Exchange (Stock Code:
330);
“eSun”
eSun Holdings Limited, an exempted company incorporated in
Bermuda with limited liability and registered in Hong Kong as
a non-Hong Kong company under Part XI of the Companies
Ordinance, the issued shares of which are listed and traded on
the Main Board of the Stock Exchange (Stock Code: 571);
“eSun Group”
eSun and its subsidiaries;
“eSun Scheme Rules”
the rules of the share option scheme adopted by eSun on 23
December 2005;
“HKICPA”
the Hong Kong Institute of Certified Public Accountants;
“HK$”
Hong Kong dollars, the lawful currency for the time being of
Hong Kong;
“Hong Kong”
the Hong Kong Special Administrative Region of the People’s
Republic of China;
“ICAC”
Independent Commission Against Corruption of Hong Kong;
“Kerry Properties”
Kerry Properties Limited, a company incorporated in Bermuda
with limited liability, the issued shares of which are listed and
traded on the Main Board of the Stock Exchange (Stock Code:
683);
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“Lai Sun Group”
a conglomerate comprising the LSG Group, the LSD Group,
the eSun Group, the LFH Group and the MAGH Group;
“LFH”
Lai Fung Holdings Limited, an exempted company incorporated
in the Cayman Islands with limited liability and registered in
Hong Kong as a non-Hong Kong company under Part XI of the
Companies Ordinance, the issued shares of which are listed
and traded on the Main Board of the Stock Exchange (Stock
Code: 1125);
“LFH Group”
LFH and its subsidiaries;
“LFH Scheme Rules”
the rules of the share option scheme adopted by LFH on 21
August 2003;
“Listing Rules”
the Rules Governing the Listing of Securities on the Main
Board of the Stock Exchange;
“LSD”
Lai Sun Development Company Limited, a company incorporated
in Hong Kong with limited liability, the issued shares of which
are listed and traded on the Main Board of the Stock Exchange
(Stock Code: 488);
“LSD Group”
LSD and its subsidiaries;
“LSD Scheme Rules”
the rules of the share option scheme adopted by LSD on 22
December 2006;
“LSG”
Lai Sun Garment (International) Limited, a company incorporated
in Hong Kong with limited liability, the issued shares of which
are listed and traded on the Main Board of the Stock Exchange
(Stock Code: 191);
“LSG Group”
LSG and its subsidiaries;
“LSG Scheme Rules”
the rules of the share option scheme adopted by LSG on 22
December 2006;
“MAGH”
Media Asia Group Holdings Limited, a company incorporated
in the Cayman Islands and continued as an exempted company
in Bermuda with limited liability and registered in Hong Kong
as a non-Hong Kong company under Part XI of the Companies
Ordinance, the issued shares of which are listed and traded on
the Growth Enterprise Market of the Stock Exchange (Stock
Code: 8075);
“MAGH Group”
MAGH and its subsidiaries;
“SFC”
Securities and Futures Commission of Hong Kong;
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“SFO”
Securities and Futures Ordinance (Chapter 571 of the laws of
Hong Kong) (as amended from time to time);
“Stock Exchange”
The Stock Exchange of Hong Kong Limited;
“The Link REIT”
The Link Real Estate Investment Trust, a collective investment
scheme authorised under section 104 of the SFO, the issued
units of which are listed and traded on the Main Board of the
Stock Exchange (Stock Code: 823);
“UK”
the United Kingdom; and
“%”
per cent.
By Order of the Board
Lai Sun Garment (International) Limited
Kwok Siu Man
Company Secretary
By Order of the Board
Lai Sun Development Company Limited
Kwok Siu Man
Company Secretary
By Order of the Board
eSun Holdings Limited
Kwok Siu Man
Company Secretary
By Order of the Board
Lai Fung Holdings Limited
Kwok Siu Man
Company Secretary
Hong Kong, 4 June 2012
As at the date of this joint announcement,
(a)
the Board of LSG comprises six executive directors, namely Dr. Lam Kin Ming (Chairman),
Dr. Lam Kin Ngok, Peter (Deputy Chairman) and Messrs. Shiu Kai Wah, Lam Kin Hong, Matthew,
Lam Hau Yin, Lester (also alternate to Madam U Po Chu) and Lui Siu Tsuen, Richard; two non-executive
directors, namely Madam U Po Chu and Mr. Wan Yee Hwa, Edward; and three independent non-executive
directors, namely Messrs. Leung Shu Yin, William, Lam Bing Kwan and Chow Bing Chiu;
(b)
the Board of LSD comprises four executive directors, namely Dr. Lam Kin Ngok, Peter (Chairman) and
Messrs. Lau Shu Yan, Julius (Chief Executive Officer), Lui Siu Tsuen, Richard and Cheung Sum, Sam;
three non-executive directors, namely Dr. Lam Kin Ming, Madam U Po Chu and Mr. Wan Yee Hwa,
Edward; and three independent non-executive directors, namely Messrs. Lam Bing Kwan, Leung Shu Yin,
William and Ip Shu Kwan, Stephen;
(c)
the Board of eSun comprises three executive directors, namely Dr. Lam Kin Ngok, Peter, Mr. Lui Siu Tsuen,
Richard (Chief Executive Officer) and Mr. Cheung Sum, Sam; two non-executive directors, namely Madam
U Po Chu and Mr. Andrew Y. Yan; and four independent non-executive directors, namely Messrs.
Low Chee Keong (Chairman), Alfred Donald Yap and Lo Kwok Kwei, David and Dr. Ng Lai Man, Carmen;
and
(d)
the Board of LFH comprises nine executive directors, namely Dr. Lam Kin Ngok, Peter (Chairman),
Dr. Lam Kin Ming (Deputy Chairman), Mr. Lam Kin Hong, Matthew (Executive Deputy Chairman),
Mr. Lam Hau Yin, Lester (Chief Executive Officer), Madam U Po Chu, Mr. Lau Shu Yan, Julius,
Mr. Cheng Shin How, Mr. Lui Siu Tsuen, Richard and Mr. Cheung Sum, Sam; two non-executive directors,
namely Mr. Leow Juan Thong, Jason and Mr. Lucas Ignatius Loh Jen Yuh (also alternate to
Mr. Leow Juan Thong, Jason); and three independent non-executive directors, namely Messrs.
Lam Bing Kwan, Ku Moon Lun and Law Kin Ho.
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