Download Report

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.
(Incorporated in Bermuda with limited liability)
(Stock Code: 491)
(1) COMPLETION OF VERY SUBSTANTIAL ACQUISITION IN RELATION TO
THE ACQUISITION OF 60% ISSUED SHARE CAPITAL OF
LUCRATIVE SKILL HOLDINGS LIMITED;
(2) CHANGE OF DIRECTORS;
(3) CHANGE OF BOARD COMMITTEES AND THEIR COMPOSITION; AND
(4) CHANGE OF PRINCIPAL PLACE OF BUSINESS IN HONG KONG
The Board announces the following took place with effect from 28 January 2015:(1) completion of the Acquisition in accordance with the terms of the S&P Agreement,
following which the Target Company becomes a non-wholly owned subsidiary of the
Company;
(2) the appointment of Mr. Yeung Man Kit, Dennis as Executive Director of the Company;
(3) the resignation of Mr. Wong Kui Shing, Danny as Executive Director and Managing
Director of the Company and that he will automatically cease to be the Authorised
Representative of the Company for the purpose of the Stock Exchange on the same date;
(4) the resignation of Mr. Heung Pik Lun as Independent Non-executive Director of the
Company and that he will automatically cease to be a member of the Audit Committee,
the Remuneration Committee and the Nomination Committee of the Company on the
same date;
(5) the change of the Company’s board committees and their composition; and
(6) the change of the principal place of business of the Company in Hong Kong to Unit A,
2nd Floor, 46-48 Morrison Hill Road, Wanchai, Hong Kong.
* for identification purpose only
-1-
References are made to the announcements of See Corporation Limited (the ‘‘Company’’)
dated 30 October 2014 and 16 January 2015, and the circular of the Company dated 31
December 2014 (the ‘‘Circular’’) in relation to, among other things, the acquisition of 60%
issued share capital of Lucrative Skill Holdings Limited which constituted a very substantial
acquisition of the Company. Unless otherwise stated, capitalised terms used in this
announcement shall have the same meanings as defined in the Circular.
COMPLETION OF THE VERY SUBSTANTIAL ACQUISITION
The Board is pleased to announce that all the conditions precedent under the S&P Agreement
have been fulfilled and completion of the Acquisition took place on 28 January 2015. Upon
the Completion, the Consideration Shares have been issued by the Company to the Vendor as
the Consideration.
Following the Completion, the Target Company becomes a non-wholly owned subsidiary of
the Company and the financial results of the Target Group will be consolidated into the
financial statements of the Group.
APPOINTMENT OF MR. YEUNG MAN KIT, DENNIS AS EXECUTIVE DIRECTOR
The Board has approved the appointment of Mr. Yeung Man Kit, Dennis (“Mr. Yeung”) as
Executive Director of the Company with effect from the Completion, i.e. on 28 January 2015.
Mr. Yeung, aged 40, is the Managing Director of Post Production Office Limited (“PO”), a
subsidiary of the Company upon the Completion, which is a diversified post-production
company for TV commercials and feature films in Asia Pacific region serving international
clienteles. He is also a director of various subsidiaries of the Target Company. He has
over 20 years of business management experience in post-production industry. Save as
disclosed above, Mr. Yeung did not hold any major appointment or professional qualification
nor directorship in other listed public companies in the last three years, nor does he hold any
other positions with the Company and other members of the Group.
Pursuant to the service contract to be entered with the Company, Mr. Yeung is appointed as
Executive Director of the Company for an initial term of three years commencing from his
appointment date (i.e. 28 January 2015) and shall continue thereafter on a yearly basis subject
to termination by either party with written notice. He will be subject to retirement at the
next following general meeting and shall then be eligible for re-election at that meeting. He
will also be subject to retirement by rotation at least once every three years at the annual
general meetings of the Company since his last re-election pursuant to the Bye-laws of the
Company and the Listing Rules. Mr. Yeung will be entitled to receive a Director’s fee of
HK$100,000 per annum, which was recommended by the Remuneration Committee and
determined by the Board as authorized by the Shareholders at the Company’s annual general
meeting, with reference to the prevailing market conditions and based on the duties and
responsibilities undertaken by him as Director. His remuneration as the Managing Director
of PO will be reviewed by the Remuneration Committee and disclosed in the forthcoming
annual report of the Company.
-2-
As at the date hereof, Mr. Yeung does not have any relationship with any Director, senior
management or substantial or controlling shareholder (as defined in the Listing Rules) of the
Company, nor does he have any interest in the securities of the Company within the meaning
of Part XV of the Securities and Futures Ordinance.
Save as disclosed above, Mr. Yeung confirmed that there is no other information that is
required to be disclosed pursuant to Rule 13.51(2)(h) to (w) of the Listing Rules nor any other
matters that need to be brought to the attention of the Shareholders in relation to his
appointment.
CHANGE OF DIRECTORS
Resignation of Mr. Wong Kui Shing, Danny as Executive Director and Managing
Director
The Board announces that the Board has accepted the resignation of Mr. Wong Kui Shing,
Danny (“Mr. Wong”) as Executive Director and Managing Director of the Company with
effect from 28 January 2015 due to his pursuance of other business engagement. Upon his
resignation, Mr. Wong shall automatically cease to act as the Authorised Representative of
the Company for the purpose of the Stock Exchange under Rule 3.05 of the Listing Rules and
chairman of the Prevention of Bribery Committee under the Board.
Mr. Wong confirmed that he has no disagreement with the Board and there are no other
matters relating to his resignation which needs to be brought to the attention of the
Shareholders.
Resignation of Mr. Heung Pik Lun as Independent Non-Executive Director
The Board also announces that the Board has accepted the resignation of Mr. Heung Pik Lun
(“Mr. Heung”) as Independent Non-Executive Director of the Company with effect from 28
January 2015 for the reason that he requires more time to pursue his other business
engagement. Upon his resignation, Mr. Heung shall automatically cease to act as a member
of the Audit Committee, the Remuneration Committee and the Nomination Committee under
the Board.
Mr. Heung confirmed that he has no disagreement with the Board and there are no other
matters relating to his resignation which needs to be brought to the attention of the
Shareholders.
CHANGE OF BOARD COMMITTEES AND THEIR COMPOSITION
The Board also announces that an Executive Committee of the Company (comprising all
Executive Directors) is established on 28 January 2015 following the dissolution of the
Investment Committee and the Prevention of Bribery Committee as their roles and functions
are replaced by the Executive Committee.
-3-
The Board also announces the following change of composition of the following committee
members with effect from 28 January 2015 :(i)
Ms. Chan Sim Ling, Irene, Independent Non-Executive Director of the Company, has
been appointed as a member of the Audit Committee of the Company; and
(ii) Mr. Direk Lim, the Chairman of the Company, has been appointed as a member of the
Remuneration Committee and the Nomination Committee.
CHANGE OF PRINCIPAL PLACE OF BUSINESS IN HONG KONG
The Board further announces that with effect from 28 January 2015, the principal place of
business of the Company in Hong Kong will be changed to Unit A, 2nd Floor, 46-48 Morrison
Hill Road, Wanchai, Hong Kong.
BOARD APPRECIATION
The Board would like to take this opportunity to express its sincere gratitude to Mr. Wong
and Mr. Heung for their valuable contributions to the Group during their tenure of service and
warmly welcome Mr. Yeung to join the Company.
By Order of the Board of
See Corporation Limited
Direk Lim
Chairman
Hong Kong, 28 January 2015
As at the date hereof and after the aforesaid change of Directors, the Board comprises :Executive Directors:
Mr. Direk Lim (Chairman)
Mr. Hui Yuet Man
Mr. Yeung Man Kit, Dennis
Independent Non-executive Directors:
Mr. Li Fui Lung, Danny
Mr. Ng Hoi Yue
Ms. Chan Sim Ling, Irene
-4-