DIRECTORS AND SENIOR MANAGEMENT

Transcription

1 GENERAL Directors The following table sets forth the information of our Directors: Name Age Position(s) Date of joining our Group (including the predecessor entities) Date of appointment as Director Roles and responsibilities Mr. PUT Sai Kit Mr. TSO Chi Wah Mr. CHAN Sing Nun Mr. AU Yu Fan Mr. LIU Cheong Wang 39 Chairman and executive Director 64 Executive Director and chief executive officer 43 Independent non-executive Director 59 Independent non-executive Director 39 Independent non-executive Director 2 January December 2017 Overseeing business development and operations of our Group, chairman of our Nomination Committee and member of our Remuneration Committee 15 May January 2018 Overseeing the operations of our Group [ ] [ ] Providing independent advice and judgment to our Board and chairman of our Audit Committee [ ] [ ] Providing independent advice and judgment to our Board, chairman of our Remuneration Committee and members of our Audit Committee and Nomination Committee [ ] [ ] Providing independent advice and judgment to our Board, members of our Audit Committee, Remuneration Committee and Nomination Committee 123

2 Senior Management The following table sets forth the information of the members of the senior management of our Group: Name Age Position(s) Date of joining our Group Date of appointment as senior management Roles and responsibilities Mr. LEE Chi Ho 35 Chief financial officer 2 January January 2018 Overseeing our Group s accounting and financial reporting functions Ms. SIU Lai Ping Ms. CHEUNG Kin Yee, Candy 50 Senior accountant 2 January August 2017 Managing our Group s finance and coordinating accounting resources 37 Account manager 2 January January 2014 Responsible for sales and project management Ms. WAI Bo Lam 34 Designer 17 June June 2013 Coordinating and managing design projects BOARD OF DIRECTORS Our board consists of five Directors, of whom two are executive Directors and three are Independent non-executive Directors. Executive Directors Mr. PUT Sai Kit, aged 39, is an executive Director, the chairman of our Board, the chairman of our Nomination Committee and a member of our Remuneration Committee. He joined our Group as a sales director of Mastermind Manufacture (Hong Kong) on 2 January 2013 and was appointed as a director of Mastermind Manufacture (Hong Kong) on 13 March He was appointed as a Director on 18 December 2017 and was redesignated as an executive Director on 30 January He has also been appointed as the legal representative and managing director of Dongguan Bosi on 22 July Since 27 January 2017, he has been the director of Star Era. He is responsible for overseeing the business development and operations of our Group. Mr. Put Sai Kit has approximately 14 years of experience in the point of sales product industry. 124

3 Mr. Put Sai Kit is also a director of the Federation of Hong Kong Watch Trades & Industries Limited from 2012 to 2017 and a fellow of the Professional Validation Centre of Hong Kong Business Sector in June Prior to joining our Group, Mr. Put Sai Kit served as a sales director (last position) at AGSA Asia Limited (and was initially employed under Noe Services Ltd from 10 November 2003 to 4 December 2006.), a company engaging in display and point of sale business from 2003 to 2012 and was responsible for business development. Mr. Put Sai Kit was also a director of Sheng Jia Fu Limited, a company engaging in investment holding since October Mr. Put Sai Kit obtained a master s degree in applied statistics at Macquarie University in Sydney, Australia in September He graduated with a bachelor s degree in applied mathematics and statistics in September 2001 at Griffith University in Brisbane, Australia. In July 2016, Mr Put Sai Kit was awarded an Asian Chinese Leadership Award ( ) by the Asian College of Knowledge Management and The Open University of Hong Kong. Mr. TSO Chi Wah, aged 64, is an executive Director and the chief executive officer of our Group. He joined our Group on 15 May 2017 as a general manager of Mastermind Manufacture (Hong Kong). He was appointed as executive Director and chief executive officer of our Group on 30 January He is responsible for overseeing the daily operations of our Group in all aspects, including our Group s business operations, sales operations and customer services. Mr. Tso Chi Wah has been the director of Vast City Company Limited, a company engaging in trading, since January 1989, and was responsible for overseeing all business operations. Mr. Tso Chi Wah has over 39 years of experience in sales and management. His previous working experience is set out as below: Term of office (Year/Month) Company/ organization Nature of principal (business) activity Position Job duties December 2006 to October 2012 AGSA Asia Limited Point of sale display Managing director Overseeing overall operations September 2003 to December 2006 Noe Services Ltd. Human resource supplies General manager Overseeing overall operations 125

4 Term of office (Year/Month) Company/ organization Nature of principal (business) activity Position Job duties December 1995 to September 1997 The Connoisseur Collection Pty. Ltd. (Australia) Hotel and catering supplies Sales manager Monitoring of stock, overseas ordering and shipment and supervision of warehouse, liaising with local and interstate customers and establishing account quotations and price levels May 1995 to November 1995 Quality Cafe & Club Equipment Pty. Ltd. (Australia) Catering supplies Purchasing officer Liaising with suppliers for catering supplies April 1978 to December 1994 Anglo-Swiss Trading Company (H.K.) Limited Sale of hotel and catering supplies Managing director (last held position) Overseeing overall operations Mr. Tso Chi Wah was also a director of Shoppers On The Road Limited, a Hong Kong company, which was inactive and was solvent immediately prior to its deregistration under section 291AA of the Companies (Winding Up and Miscellaneous Provisions) Ordinance on 15 April 2005 because the company has never commenced business or operation. Mr. Tso Chi Wah further confirms that (i) there is no wrongful act on his part leading to the dissolution of Shoppers On The Road Limited; (ii) he is not aware of any actual or potential claim that was or will be made against him as a result of the dissolution of Shoppers On The Road Limited; (iii) his involvement in Shoppers On The Road Limited was part and parcel of his services as its director; and (iv) no misconduct or misfeasance was committed in relation to the dissolution of Shoppers On The Road Limited. He also confirms that, save as disclosed in the [REDACTED], he has not been a director, supervisor or manager of any enterprise, company or unincorporated business enterprise which has been dissolved or put into liquidation or bankruptcy or composition with creditors, or had a receiver, trustee or similar officer appointed over it (i) at the time of the occurrence of any such events or (ii) within 12 months immediately prior to the occurrence of any such events. Mr. Tso Chi Wah was awarded a diploma in the faculty of business at Hong Kong Baptist College in December

5 Independent Non-Executive Directors Mr. CHAN Sing Nun, aged 43, is an independent non-executive Director and was appointed on [ ]. He is also the chairman of our Audit Committee. Mr. Chan Sing Nun has approximately 18 years of experience in auditing, accounting and financial management. He has served as the director of A2Z Hotel Equipment Limited since June 2017 and has been the independent non-executive director of Guangdong Kanghua Healthcare Co., Ltd. (a company listed on the Main Board of the Stock Exchange with stock code 3689) since October He has served as an independent non-executive director of Differ Group Holding Company Limited (a company formerly listed on the GEM board with stock code 8056 and currently listed on the Main Board of the Stock Exchange with stock code 6878) since November Since September 2009, he has been the audit principal of Qing Lan C.P.A. Limited, mainly responsible for audit organisation and supervision, internal control review engagement, tax advisory, corporate secretarial services and business development. He has worked at Brandwell Limited, a consulting services company since January 2003, where his latest position is chief financial officer, and is responsible for accounting and financial management of the company. From May 1998 to May 2002, he was an audit senior at K.L. Wong & Co., an audit firm. Mr. Chan Sing Nun was the sole director and shareholder of Victory Logistic Company Limited, a Hong Kong company principally engaged in providing logistic services from June 2014 to December He was also the director of On King Logistics Limited, an inactive Hong Kong company, from January 2016 to January Victory Logistic Company Limited and On King Logistics Limited were respectively dissolved by deregistration under section 751 of the Companies Ordinance on 29 December 2017 because of cessation of business and on 6 January 2017 because the company has never commenced business or operation. Victory Logistic Company Limited and On King Logistics Limited were solvent immediately prior to its deregistration and Mr. Chan Sing Nun further confirms that (i) there is no wrongful act on his part leading to the dissolution of Victory Logistic Company Limited and On King Logistics Limited; (ii) he is not aware of any actual or potential claim that was or will be made against him as a result of the dissolution of Victory Logistic Company Limited and On King Logistics Limited; (iii) his involvement in Victory Logistic Company Limited and On King Logistics Limited was part and parcel of his services as its director; and (iv) no misconduct or misfeasance was committed in relation to the dissolution of Victory Logistic Company Limited and On King Logistics Limited. He also confirms that, save as disclosed in the [REDACTED], he has not been a director, supervisor or manager of any enterprise, company or unincorporated business enterprise which has been dissolved or put into liquidation or bankruptcy or composition with creditors, or had a receiver, trustee or similar officer appointed over it (i) at the time of the occurrence of any such events or (ii) within 12 months immediately prior to the occurrence of any such events. Mr. Chan Sing Nun is a certified public accountant of the Hong Kong Institute of Certified Public Accountants since May He was admitted as a member and a fellow of the Association of Chartered Certified Accountants since January 2009 and April 2015 respectively. 127

6 Mr. Chan Sing Nun obtained a higher diploma in professional accounting from the City University of Hong Kong in November Mr.AUYuFan, aged 59, is an independent non-executive Director and was appointed on [ ]. He is also the chairman of our Remuneration Committee and a member of our Audit Committee and Nomination Committee. Mr. Au Yu Fan has over 26 years of experience in the watch industry. Since December 1991, he has been a managing director of Everest Time Limited, a company engaging in watch manufacturing and trade, and he is responsible for management and decision making of such company. He has been a director of Everest International Limited, a dormant company, since December 1991 and was responsible for decision making and operation management. Since April 2004, he has been the director of Creatime International Company Limited, a company engaging in jewellery, accessories and watch trading, and was responsible for the management of the company. He has also been the vice president of the New Territories General Chamber of Commerce and a director of the Tung Wah Group of Hospitals for the years 2016 to 2018 and from 2013 to 2017 respectively. He was the chairman of the Federation of Hong Kong Watch Trades & Industries Limited from March 2012 to March Since 2014 he has been the advisor of the Federation of Hong Kong Watch Trades & Industries Limited. He has been the chairman of watches and clocks industrial committee of the Chinese Manufacturers Association of Hong Kong from January 2015 to December Mr. Au Yu Fan was the director of the following companies incorporated in Hong Kong which were dissolved or wound-up otherwise than due to members voluntary winding-up: Name of Company Date of dissolution Nature of business prior to dissolution Means of dissolution Reasons of dissolution Helex Investments Limited Kimberly Diam Limited Omis International Limited Wayco Development Limited 2 January 2004 Property holding Deregistration pursuant to section 291AA of the Companies (Winding Up and Miscellaneous Provisions) Ordinance 7 May 2004 Dormant Deregistration pursuant to section 291AA of the Companies (Winding Up and Miscellaneous Provisions) Ordinance 12 January 2001 Property holding Deregistration pursuant to section 291AA of the Companies (Winding Up and Miscellaneous Provisions) Ordinance 12 January 2001 Dormant Deregistration pursuant to section 291AA of the Companies (Winding Up and Miscellaneous Provisions) Ordinance Cessation of business Never commenced business or operation Cessation of business Never commenced business or operation 128

7 Mr. Au Yu Fan confirms that the above companies were solvent at the time they were being dissolved by deregistration. Mr. Au Yu Fan confirms that (i) there is no wrongful act on his part leading to the dissolutions of the above companies; (ii) he is not aware of any actual or potential claim that was or will be made against him as a result of the dissolutions of the above companies; (iii) his involvement in the above companies was part and parcel of his services as a director of those companies; and (iv) no misconduct or misfeasance was committed in relation to the dissolutions of these companies. Mr. Au Yu Fan also confirms that, save as disclosed in the [REDACTED], he has not been a director, supervisor or manager of any enterprise, company or unincorporated business enterprise which has been dissolved or put into liquidation or bankruptcy or composition with creditors, or had a receiver, trustee or similar officer appointed over it (i) at the time of the occurrence of any such events or (ii) within 12 months immediately prior to the occurrence of any such events. Mr. Au Yu Fan has been awarded fellow of management and business administration (watch & clock industry) in December 2014 from the Professional Validation Council of Hong Kong Industries. He was admitted as a fellow of the Professional Validation Centre of Hong Kong Business Sector in May Mr. Au Yu Fan obtained a master s degree in business administration (executive) at the City University of Hong Kong in October Mr. LIU Cheong Wang, aged 39, is an independent non-executive Director and was appointed on [ ]. He is also a member of our Audit Committee, Remuneration Committee and Nomination Committee. Since September 2006, Mr. Liu Cheong Wang has been a barrister-at-law in Hong Kong. From January to July 2014, he was also an adjudicator of the Small Claims Tribunal. Mr. Liu Cheong Wang obtained a bachelor of Law at the Manchester Metropolitan University by distance learning in July He obtained a postgraduate certificate in laws at the City University of Hong Kong in July He obtained a diploma in law at BPP Law School in London in July He was awarded a master s degree in engineering with first class honours at Imperial College of Science, Technology and Medicine in the United Kingdom in August

8 SENIOR MANAGEMENT Mr. LEE Chi Ho, aged 35, was appointed as our chief financial officer on 2 January 2018 and is responsible for overseeing our Group s accounting and financial reporting functions. Mr. Lee Chi Ho has over 12 years of accounting and finance related working experience. Since November 2016, he has been the director of Truman Consultants Limited. He worked as the chief financial officer of Huajin International Holdings Limited, a company principally engaged in investment holding of a group engaged in steel processing (stock code: 2738), the issued shares of which are listed on the Stock Exchange, from July 2015 to June He was the chief financial officer of Gold-Finance Group ( ) from June 2014 to August He also served in the audit department of Deloitte Touche Tohmatsu in Hong Kong and its affiliates operating in Shenzhen and Shanghai from August 2004 to December 2013, where his last position was a manager. Mr. Lee Chi Ho was admitted as a member and a fellow of the Association of Chartered Certified Accountants in October 2008 and October 2013 respectively. Mr. Lee Chi Ho obtained a bachelor s degree of arts in accountancy from The Hong Kong Polytechnic University in November Mr. Lee Chi Ho has not at any time during the three years immediately prior to the date of the [REDACTED] served nor is currently serving as a director of any other [REDACTED] companies. Ms. SIU Lai Ping, aged 50, is our senior accountant. She joined our Group on 2 January 2013 as an accounting officer and was promoted to the position of senior accountant on 1 August She is responsible for managing the finance of our Group and coordinating accounting resources. From July 1987 to August 2012, Ms. Siu Lai Ping worked as an assistant accountant at Belimex International Limited, an import and export company, where she was responsible for managing the full set of accounts and financial reports of the company. Ms. Siu Lai Ping was awarded with a certificate for proficiency in higher level accounting in 1987 and a certificate for proficiency in third level cost accounting from the London Chamber of Commerce and Industry in Ms. Siu Lai Ping has not at any time during the three years immediately prior to the date of the [REDACTED] served nor is currently serving as a director of any other [REDACTED] companies. 130

9 Ms. CHEUNG Kin Yee, Candy, aged 37, is our account manager. She joined our Group on 2 January 2014 and is responsible for establishing sales opportunities and managing projects. Ms. Cheung Kin Yee, Candy has over 11 years of experience in sales and project management in the point of sale industry. Prior to joining our Group, she was a senior sales account manager at Globalink International Enterprise Limited from March 2010 to August 2013, and was responsible for sales and project management of events, pop-up stores and window displays. She worked at AGSA Asia Limited from January 2006 to November 2009 with her last position being sales account manager, and was responsible for the sales of the point of sale display unit, showcases and shop-in-shop fixture for luxury brands. From July 2005 to November 2005, she was a guest relations agent at the Marco Polo Gateway Hotel. Before that, she was a part-time clerk at Agil AS, an insurance company, in Norway, from September 2001 to August From 1998 to 2001, she was an assistant manager in New China Restaurant AS and Cafe Amaldus, in Norway. Ms. Cheung Kin Yee, Candy obtained a diploma in drama at the Hong Kong Academy of Performing Arts in July She obtained her master s degree in business and economics degree at the Norwegian School of Management BI, in Norway in October Ms. Cheung Kin Yee, Candy has not at any time during the three years immediately prior to the date of the [REDACTED] served nor is currently serving as a director of any other [REDACTED] companies. Ms. WAI Bo Lam, aged 34, is our designer. She joined our Group on 17 June 2013 and is responsible for coordinating and managing design projects, which includes presenting design proposals for point of sale display, shop-in-shop booth design and coordinating with supplier s prototyping team. Prior to joining our group, Ms. Wai Bo Lam was a designer at Uniplan Hong Kong Limited, an exhibitions and events agency, from November 2007 to April From July 2005 to August 2007, she worked at B.C. Syma Exhibition Contractors Limited as a designer, and was responsible for designing pavilion and exhibition booths, organising and designing event layouts and liaising with customers and suppliers. Ms. Wai Bo Lam obtained a higher diploma in interior design at HKU SPACE Community College in September Ms. Wai Bo Lam has not at any time during the three years immediately prior to the date of the [REDACTED] served nor is currently serving as a director of any other [REDACTED] companies. 131

10 COMPANY SECRETARY Ms. LIAO Yik Lam, aged 33, was appointed as secretary of our Company on 2 January Since February 2017, Ms. Liao Yik Lam has been the director of Fuson Corporate Consultancy Limited, a company which provides company secretary and account and tax advisory services, and is responsible for overviewing the operation of the company. She has also been the director of Fuson CPA Limited, an audit company, since February She is responsible for overseeing the operations of the company and for reviewing various assurance cases. She worked as a manager at Zenith CPA Limited from November 2015 to June 2016 where she performed audit on listed, licensed and private companies. She worked in Pan-China (H.K.) CPA Limited, an audit company, from October 2006 to November The last position she held in Pan-China (H.K.) CPA Limited was assistant audit manager and she was responsible for performing audit on listed, licensed and private companies. Ms. Liao Yik Lam has been a certified public accountant of the Hong Kong Institute of Certified Public Accountants since July 2010, and she has also been a practicing member since January Ms. Liao Yik Lam obtained a bachelor s degree in business administration majoring in Professional Accountancy from the Chinese University of Hong Kong in December BOARD COMMITTEES Audit Committee We have established an Audit Committee with written terms of reference in compliance with the Corporate Governance Code ( Corporate Governance Code ) set out in Appendix 15 of the [REDACTED]. The primary duties of our Audit Committee are to review and supervise the financial reporting process and internal control system of our Group and provide advice and comments to our Board. Our Audit Committee consists of three independent non-executive Directors, namely, Mr. Chan Sing Nun, Mr. Au Yu Fan and Mr. Liu Cheong Wang. Mr. Chan Sing Nun is the chairman of our Audit Committee. Remuneration Committee We have established a Remuneration Committee with written terms of reference in compliance with the Corporate Governance Code. The primary duties of our Remuneration Committee are to consider and recommend to our Board the remuneration and other benefits paid by our Company to our Directors. Our Remuneration Committee consists of three Directors, namely, Mr. Au Yu Fan, Mr. Put Sai Kit and Mr. Liu Cheong Wang. Mr. Au Yu Fan is the chairman of our Remuneration Committee. 132

11 Nomination Committee We have established a Nomination Committee with written terms of reference in compliance with the Corporate Governance Code. The primary duties of our Nomination Committee are to make recommendations to our Board on the appointment of Directors and senior management. Our Nomination Committee consists of three Directors, namely, Mr. Put Sai Kit, Mr. Liu Cheong Wang and Mr. Au Yu Fan. Mr. Put Sai Kit is the chairman of our Nomination Committee. COMPENSATION OF OUR The aggregate amount of remuneration (including salaries, allowances and benefits in kind) paid to our Directors for the year ended 31 December 2016 and the nine months ended 30 September 2017 were approximately HK$618,000 and HK$653,000, respectively. The aggregate amount of remuneration (including salaries, allowances and benefits in kind) paid to the five highest paid individuals of our Group for the year ended 31 December 2016 and nine months ended 30 September 2017 were approximately HK$1.6 million and HK$1.2 million, respectively. Our Directors and senior management receive compensation in the form of salaries, benefits in kind and discretionary bonuses determined with reference to salaries paid by comparable companies, economic indicators such as inflation rates, the performance and overall profitability of our Group as well as the individuals respective experience, integrity and level of contribution. We also reimburse them for expenses which are necessarily and reasonably incurred for providing services to us or executing their functions in relation to our operations. Each of our executive Directors, Mr. Put Sai Kit and Mr. Tso Chi Wah, has entered into a service contract with our Company for an initial term of three years commencing from the [REDACTED] and shall continue thereafter unless terminated by not less than three months written notice or payment in lieu. The aggregate annual fees payable by our Company to our executive Directors according to their service contracts will be approximately HK$1.3 million, and Mr. Tso Chi Wah is entitled to a sales commission of 2%. Each of our independent non-executive Directors, Mr. Chan Sing Nun, Mr. Au Yu Fan and Mr. Liu Cheong Wang has entered into a letter of appointment with our Company for a term of three years commencing from the [REDACTED] unless terminated by one month s written notice or payment in lieu. The basic aggregate annual remuneration payable by our Company to our independent non-executive Directors according to their letters of appointment will be approximately HK$0.4 million. Our Company expects that the aggregate annual fees for our Directors will be approximately HK$1.5 million for the year ending 31 December 2018 according to their respective service contracts and letters of appointment. Our Company considers that the increase in remuneration to our Directors subsequent to the Track Record Period will not have a material impact on our Group s financial performance after [REDACTED]. For details of the service contracts and the letters of appointment, please refer to Statutory and General Information Further information about our Directors and substantial shareholders 2. Directors service Contracts in Appendix V. 133

12 During the Track Record Period, no remuneration was paid by our Group to, or receivable by, our Directors or the five highest paid individuals (i) as an inducement to join or upon joining our Group or (ii) for loss of office as a director of any member of our Group or of any other office in connection with the management of the affairs of any member of our Group. In addition, none of our Directors has waived any emoluments. Save as disclosed above, no other payments have been paid or are payable by our Group to our Directors and the five highest paid individuals during the Track Record Period. [REDACTED] Pursuant to Rule 6A.19 of the [REDACTED], our Company has appointed [REDACTED] to act as our [REDACTED]. The [REDACTED] will provide advice to us when consulted by us in the following circumstances pursuant to Rule 6A.23 of the [REDACTED]: (a) (b) (c) (d) before the publication of any regulatory announcement, circular or financial report; where a transaction, which might be a notifiable or connected transaction under the [REDACTED], is contemplated including share issues and share repurchases; where our Company proposes to use the [REDACTED] of the [REDACTED] in a manner different from that detailed in the [REDACTED] or where our business activities, developments or results deviate from any forecast, estimate or other information of the [REDACTED]; and where the [REDACTED] makes an inquiry of our Company regarding unusual movements in the price or trading volume of our Shares, the possible development of a false market in its securities, or any other matters. The term of this appointment will commence on the [REDACTED] and is expected to end on the date on which we comply with Rule of the [REDACTED] on the distribution of our annual report in respect of the financial results of the second full financial year commencing after the [REDACTED], and such appointment shall be subject to extension by mutual agreement. DIRECTORS INTERESTS None of our Directors are interested in any business, apart from our business, which competes or is likely to compete, either directly or indirectly, with our business which would require disclosure under Rule of the [REDACTED]. 134