DaChan Food (Asia) Limited
(the “Company”)
(incorporated in the Cayman Islands with limited liability)
(Stock Code: 3999)
ANNOUNCEMENT
CHANGE IN DIRECTORSHIP

AND
COMPANY SECRETARY

The Company announces the appointment of Mr. Way Yung-Do as independent
non-executive director of the Company with effect from 4 February 2008.
The Company also announces the appointment of Ms. Pang Siu Yin as company
secretary of the Company in place of Ms. Li Lau Lai Hing Joanna with effect from
4 February 2008.
APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board of directors of the Company (the “Board”) is pleased to announce that Mr.
Way Yung-Do has been appointed as independent non-executive director, the
chairman and a member of the audit committee, a member of the remuneration
committee and the nomination committee of the Company with effective from 4
February 2008.
Mr. Way, aged 62, graduated from Soochow University (N}) with a degree in
Accounting and obtained a master degree of Business Administration from The
University of Georgia. Mr. Way is a certified public accountant in both Taiwan,
Republic of China and Georgia, United States of America. He is also a certified
internal auditor of the Institute of Internal Auditors.
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Mr. Way has over 33 years of experience in financial advisory, accounting and
auditing and had worked for two international accounting firms for over 28 years. Mr.
Way had been the Managing Partner and CEO of Deloitte & Touche in Taiwan (“D&T
Taiwan”) up to 31 May 2006. Before his retirement effective from 1 June 2007, Mr.
Way was a director of the board of Deloitte Touche Tohmatsu (“DTT”), a director of
the board of Deloitte China and a CEO Emeritus of D&T Taiwan.
Mr. Way’s Independence
Certain entities within the DTT network (the “Relevant Deloitte Entities”) had in the
past provided (i) auditing services to a number of subsidiaries of the Company (the
“Relevant Subsidiaries”) for up to the accounting period ended 31 December 2006
and (ii) services for reviewing the 2007 interim results of a holding company of the
Company. Notwithstanding the services provided by the Relevant Deloitte Entities to
the Relevant Subsidiaries and a holding company of the Company as aforesaid, the
Board considers Mr. Way to be independent for the appointment of the independent
non-executive director of the Company for reasons as set out below:
(a) DTT is a worldwide organization of separate individual partnerships and
companies.
(b) Mr. Way had only through D&T Taiwan provided services to his clients. He had
shared the profits and assumed the risks in respect of D&T Taiwan only which
however had never provided any services to the Group, the holding company of
the Company and their respective subsidiaries or connected persons (as defined
in the Listing Rules).
(c) Services to the Relevant Subsidiaries and to a holding company of the Company
were provided by the Relevant Deloitte Entities in which Mr. Way had no
involvement whether by way of participating in management and risk or profit
sharing. Mr. Way had never received any remuneration in respect of the services
provided by the Relevant Deloitte Entities to the Relevant Subsidiaries. The only
tenuous connection between Mr. Way and the Relevant Deloitte Entities was his
non-executive role as a director of DTT and Deloitte China.
(d) Mr. Way’s directorships in DTT and Deloitte China was in fact more of advisory
nature overseeing the overall strategy respectively of DTT and Deloitte China in
the global and regional context (as the case may be). Mr. Way did not however
receive any remuneration or fee for his directorships in DTT and Deloitte China.
Mr. Way is currently a director of Capital Securities Corporation, which is a company
listed on the Taiwan Stock Exchange Corporation and an independent director of
Citibank, Taiwan.
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Save as the aforesaid mentioned, Mr. Way did not hold any directorship in any listed
public companies in the last three years preceding the date of this announcement.
Mr. Way does not have any interests in the shares of the Company within the meaning
of Part XV of the Securities and Futures Ordinance.
Mr. Way does not have any relationship with any other directors, senior management
or any substantial or controlling shareholders of the Company.
Mr. Way has been appointed as an independent non-executive director of the
Company for a term of 2 years, subject to the rotation, removal, vacation or
termination of such offices as set out in the articles of association of the Company
(the “Articles”) or the disqualification to act as a director of the Company under the
Articles, the Companies Law of the Cayman Islands and the Rules Governing the
Listing of Securities on The ordinary
remuneration to be received by Mr. Way will be HK$200,000 per annum and shall be
subject to review by the remuneration committee of the Company, with reference to
his duties and responsibilities with the Company and the market rate for the
positions.
In relation to the appointment of Mr. Way as director of the Company, save as
disclosed above, there is no information which is discloseable nor is/was he involved
in any of the matters required to be disclosed pursuant to any of the requirements of
the provisions under paragraphs 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, and the
Board is not aware of any other matters which need to be brought to the attention of
the shareholders of the Company.
Upon Mr. Way’s appointment as independent non-executive director and the
chairman of the audit committee, the number of independent non-executive directors
of the Company and the number of members of the Company’s audit committee
would meet the minimum number required under the Rules Governing the Listing of
Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”). With
Mr. Way’s accounting and related financial management background, the Company
would have also met the requirement regarding qualification of independent
non-executive directors under the Listing Rules. The Board would like to take this
opportunity to welcome Mr. Way to join the Board.
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CHANGE IN COMPANY SECRETARY
The Company also announces that Ms. Li Lau Lai Hing Joanna has tendered her
resignation as the company secretary of the Company with effect from 4 February
2008. Ms. Pang Siu Yin, a practicing solicitor in Hong Kong and a partner of Messrs.
Cheung, Tong & Rosa, has been appointed in place of Ms. Li on the same date.
The Board would like to take this opportunity to thank Ms. Li for her contribution
to the Company during her tenure of services and to welcome Ms. Pang.
By Order of the Board
Han Jia-Hwan
Chairman
Hong Kong, 4 February 2008
As at the date of this announcement, Mr. Han Jia-Hwan (Chairman), Mr. Chang Tiee-Shen (Chief
Executive Officer) and Mr. Chen Fu-Shih are the executive Directors, Mr. Han Chia-Yau, Mr. Harn
Jia-Chen, Mr. Nicholas W. Rosa and Mr. Chao Tien-Shin are the non-executive Directors, and Mr. Liu
Fuchun, Dr. Chen Chih and Mr. Way Yung-Do are the independent non-executive Directors.
Website: www.dfa3999.com
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