DIRECTORS AND SENIOR MANAGEMENT

Transcription

1 DIRECTORS Our Board has the ultimate responsibility for the management of our Company s affairs. Our Board currently consists of six (6) Directors, namely, three (3) executive Directors and three (3) independent non-executive Directors. A1A 41(1) 11.12A(3) Name Age Position appointment as Director joining our Group Major roles and responsibilities Relationship with any Director/ senior management 3rd Sch 6 Dr. KONG Kwok Leung ( ) 61 Chairman and executive Director 20 June July 2000 overseeing the overall operation of our Group and leading and directing our Group s overall business and development strategies; chairman of the nomination committee of the Company; member of the remuneration committee of our Company Uncle of Ms. Kong Chung Wai Mr. LO Kwok Bun ( ) 61 Chief executive officer and executive Director 12 July May 2013 day-to-day management and operation overseeing risk management; corporate communication and marketing; product development; information technology and accounting matters of our Group; member of the remuneration committee of our Company Ms. KONG Chung Wai ( ) 36 Executive Director and legal and compliance officer 12 July November 2001 overseeing our Group s general compliance matters; member of the nomination committee of our Company Niece of Dr. Kong Mr. CHAN Cheong Tat ( ) 64 Independent non-executive Director providing independent judgement to the Board; chairman of the audit committee; member of the remuneration committee and the nomination committee of our Company 143

2 Name Age Position appointment as Director joining the Group Major roles and responsibilities Relationship with any Director/ senior management Mr. LEE Ka Lun ( ) 59 Independent non-executive Director providing independent judgement to the Board; member of the remuneration committee, the audit committee and the nomination committee of our Company Mr. LEUNG Siu Cheung ( ) 63 Independent non-executive Director providing independent judgement to the Board, chairman of the remuneration committee; member of the audit committee and the nomination committee of our Company Executive Directors Dr. KONG Kwok Leung ( ), aged 61, is an executive Director and the Chairman of our Company as well as the founder of our Group. He is responsible for overseeing the overall operation of the Group and leading and directing our Group s overall business and development strategies. Dr. Kong graduated from the Faculty of Medicine of The University of Hong Kong in November 1978 and obtained a Bachelor of Medicine and Bachelor of Surgery (MBBS (HK)). He subsequently obtained a Diploma in Dermatology from the University of London in September 1995 and a Postgraduate Diploma in Practical Dermatology from Cardiff University in October He had also obtained the qualifications of Diploma in Child Heath from Royal College of Physicians of London in January Dr. Kong has been in private medical practice for more than three decades and has around 18 years of practising experience in the medical skin care services sector. In 1996, Dr. Kong commenced the practice of providing medical skin care services in Central, Hong Kong. In July 2000, Dr. Kong founded our Group by setting up Medicskin to provide skin treatment services. In addition, Dr. Kong attends lectures and seminars on medical skin care in Europe, America and Southeast Asia from time to time to keep himself abreast of the latest medical skin care technology and knowledge. Dr. Kong was a director of Star Accord Investment Limited ( Star Accord ) which was a company incorporated in Hong Kong and dissolved by deregistration pursuant to section 291AA of the Predecessor Companies Ordinance in October 2005 as it ceased to carry on business. Prior to its deregistration, Star Accord was principally engaged in investment holding. Dr. Kong confirmed that Star Accord was solvent at the time of its dissolution and so far as he was aware, no claim has been or will be made against him as a result of such dissolution. 144

3 Dr. Kong is the uncle of Ms. Kong Chung Wai, an executive Director. Save as disclosed in this prospectus, Dr. Kong has confirmed that (i) he has no interest in the Shares within the meaning of Part XV of the SFO; (ii) he is independent from, and is not related to, any other Directors, members of senior management, Substantial Shareholders or Controlling Shareholder; (iii) he has not held any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; and (iv) there is no other information which is required to be disclosed pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor are there any matters which need to be brought to the attention of the Shareholders in connection with his appointment as an executive Director. Mr. LO Kwok Bun ( ), aged 61, is an executive Director and the chief executive officer of our Group. Mr. Lo joined Medicskin in May 2013 and is responsible for the day-to-day management and operations overseeing risk management, corporate communication and marketing, product development, information technology and accounting matters of our Group. Mr. Lo obtained a Bachelor of Science in Management from the Massachusetts Institute of Technology in Cambridge, Massachusetts, USA in June Mr. Lo has substantial experience in the technology and financial services sector. He had held senior positions with several multi-national banks including the Vice President of The Citibank Private Bank and the Technology Head of the Asia Pacific Division of Private Banking Group of Citibank Private Bank. Mr. Lo was later employed by the HSBC Group from January 1995 to September During this period, he acted as (i) the Managing Director and Regional Head of ebusiness & Technology Services at HSBC Private Bank (Suisse) SA; (ii) the Managing Director and Head of Information Technology & Systems at HSBC Republic Bank (Suisse) SA.; and (iii) the Director & Head of Information Technology/Systems in HSBC Investment Bank Asia Limited. Mr. Lo had been a director of Richside Holdings Limited ( Richside ) which was a company incorporated in Hong Kong and dissolved by deregistration pursuant to section 291AA of the Predecessor Companies Ordinance in November 2002 as it ceased to carry on business. Prior to its deregistration, Richside was principally engaged in investment holding. Mr. Lo has confirmed that Richside was solvent at the time of its dissolution and so far as he was aware, no claim has been or will be made against him as a result of such dissolution. Save as disclosed in this prospectus, Mr. Lo has confirmed that (i) he has no interest in the Shares within the meaning of Part XV of the SFO; (ii) he is independent from, and is not related to, any other Directors, members of senior management, Substantial Shareholders or Controlling Shareholder; (iii) he has not held any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; and (iv) there is no other information which is required to be disclosed pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor are there any matters which need to be brought to the attention of the Shareholders in connection with his appointment as an executive Director. 145

4 Ms. KONG Chung Wai ( ), aged 36, is an executive Director and the legal and compliance officer of our Group. Ms. Kong joined our Group in 2001 and is mainly responsible for overseeing the general compliance matters of our Group. A1A 42(1)(b) Ms. Kong obtained a Bachelor of Business Administration in Accounting from the Hong Kong University of Science and Technology in November 2000 and a Bachelor of Laws degree from the University of London in August Ms. Kong has been a fellow member of the Association of Chartered Certified Accountants since 2010 and has accumulated over 13 years of accounting, auditing and compliance experience. Ms. Kong is the niece of Dr. Kong, our Chairman and an executive Director. Save as disclosed in this prospectus, Ms. Kong has confirmed that (i) she has no interest in the Shares within the meaning of Part XV of the SFO; (ii) she is independent from, and is not related to, any other Directors, members of senior management, Substantial Shareholders or Controlling Shareholder; (iii) she has not held any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; and (iv) there is no other information which is required to be disclosed pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor are there any matters which need to be brought to the attention of the Shareholders in connection with her appointment as an executive Director. Independent non-executive Directors Mr. CHAN Cheong Tat ( ), aged 64, was appointed as an independent non-executive Director on. A1A 42(2) Mr. Chan graduated from Central Queensland University with a master degree in financial management in October 1995 through distance learning. He has also been an associate of The Institute of Chartered Secretaries and Administrators (U.K.) since 1974 and The Hong Kong Institute of Chartered Secretaries since Mr. Chan is also a fellow member of the Hong Kong Institute of Certified Public Accountants, the Association of Chartered Certified Accountants and the Australian Society of Certified Practising Accountants for over 24 years. Mr. Chan has over 32 years of work experience in the Hong Kong Inland Revenue Department. He was an Assistant Commissioner and was responsible for tax compliance before he retired in Mr. Chan has been the sole director of a tax consultancy company, C T Tax Consultants Limited, since August Further, Mr. Chan has been an independent non-executive director of Guangdong Tannery Limited (Stock Code: 1058) since March 2006 and Wasion Group Holdings Limited (Stock Code: 3393) since May. He was an independent non-executive director of Noble Jewelry Holdings Limited (currently known as Zhong Fa Zhan Holdings Limited) (Stock Code: 475) from October 2006 to December

5 Save as disclosed in this prospectus, Mr. Chan has confirmed that (i) he has no interests in the Shares within the meaning of Part XV of the SFO; (ii) he is independent from, and is not related to, any other Directors, members of senior management, Substantial Shareholders or Controlling Shareholder; (iii) he has not held any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; and (iv) there is no other information which is required to be disclosed pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor are there any matters which need to be brought to the attention of the Shareholders in connection with his appointment as an independent non-executive Director. Mr. LEE Ka Lun ( ), aged 59, was appointed as an independent non-executive Director on. A1A 42(2) Mr. Lee obtained a Higher Diploma in Accountancy from the Hong Kong Polytechnic (currently known as the Hong Kong Polytechnic University) in November 1978 and has been an associate of the Association of Certified Accountants since 1980 and a fellow member of the Chartered Association of Certified Accountants since Mr. Lee has over 25 years of experience in the banking and auditing fields. He joined Lloyds TSB Bank Plc (which was then known as Hill Samuel Bank Limited) in 1982 as an Accountant. He was then promoted to Regional Director Finance and Operation of Lloyds TSB s operations in Asia in 1987 and had been the Regional Deputy Chief Executive of Lloyds TSB Bank plc from 1991 until Mr. Lee has also been a responsible officer of Asia Investment Research Limited licensed under the SFO to carry on Type 4 (advising on securities) and Type 9 (asset management) regulated activities since July He also serves as an independent non-executive director of the following four listed companies in Hong Kong: Name of company Stock code appointment Yuexiu Property Company Limited 0123 April 2000 Chow Sang Sang Holdings International Limited 0116 September 2004 REXLot Holdings Limited 0555 April 2007 Chong Hing Bank Limited 1111 February 147

6 Mr. Lee had been a director of the following companies which were incorporated in Hong Kong prior to their respective dissolution: Nature of business prior to dissolution Name of company dissolution Means of dissolution Reason for dissolution Ever Zenith Investments Limited 10 October 2003 Investment holding Deregistration pursuant to section 291AA of the Predecessor Companies Ordinance Ceased to carry out business Gold Partners Limited 1 March 2013 Dormant Deregistration pursuant to section 291AA of the Predecessor Companies Ordinance Ceased to carry out business Mr. Lee has confirmed the each of the above companies of which he was a director was solvent at the time of their respective dissolution and so far as he was aware, no claim has been or will be made against him as a result of such dissolution. Save as disclosed in this prospectus, Mr. Lee has confirmed that (i) he has no interests in the Shares within the meaning of Part XV of the SFO; (ii) he is independent from, and is not related to, any other Directors, members of senior management, Substantial Shareholders or Controlling Shareholders; (iii) he has not held any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; and (iv) there is no other information which is required to be disclosed pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor are there any matters which need to be brought to the attention of the Shareholders in connection with his appointment as an independent as an independent non-executive Director. Mr. LEUNG Siu Cheung ( ), aged 63, was appointed as an independent non-executive Director on. A1A 42(2) Mr. Leung completed the Law Society Solicitors Qualifying Examinations in 1982 and obtained a Master of Laws in Chinese and Comparative Law from the City University of Hong Kong in Mr. Leung is a member of the Law Society of Hong Kong and has been a practising solicitor in Hong Kong since October Mr. Leung has also been a qualified solicitor in England and Wales since 1990, Australian Capital Territory since 1991 and New South Wales of Australia since He has been a partner of Lo, Chan & Leung, Solicitors and Notaries since He has over 30 years of professional experience in the legal field and his major area of practice is banking and finance, civil litigation and conveyancing. He also served as an independent non-executive director of Uni-Bio Science Group Limited (formerly New Spring Holdings Ltd.) (Stock Code: 0690) from February 2003 to October

7 Mr. Leung was a director of the following companies which were incorporated in Hong Kong prior to their respective dissolution: Nature of Name of company dissolution business prior to dissolution Means of dissolution Reasons for dissolution Everfine (Nominees) Limited 2 March 2001 Secretarial services Deregistration pursuant to section 291AA of the Predecessor Companies Ordinance Ceased to carry out business Wynwide Secretarial Services Limited 23 November 2001 Secretarial services Striking off pursuant to section 291 of the Predecessor Companies Ordinance Ceased to carry out business Mr. Leung confirmed that each of the above companies of which he was a director was solvent at the time of their respective dissolution and so far as he was aware, no claim has been or will be made against him as a result of such dissolution. Save as disclosed in this prospectus, Mr. Leung has confirmed that (i) he has no interests in the Shares within the meaning of Part XV of the SFO; (ii) he is independent from, and is not related to, any other Directors, members of senior management, Substantial Shareholders or Controlling Shareholders; (iii) he has not held any directorship in public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years; and (iv) there is no other information which is required to be disclosed pursuant to any of the requirements under Rules 17.50(2)(h) to 17.50(2)(v) of the GEM Listing Rules nor are there any matters which need to be brought to the attention of the Shareholders in connection with his appointment as an independent non-executive Director. AUDIT COMMITTEE We have established an audit committee in compliance with the GEM Listing Rules. The primary duties of our audit committee are to, among others, review and supervise the financial reporting process and internal control system of our Group. All members of our audit committee are appointed by the Board. Our audit committee currently consists of three independent non-executive Directors, namely, Mr. Chan Cheong Tat, Mr. Lee Ka Lun and Mr. Leung Siu Cheung. Mr. Chan Cheong Tat is the chairman of our audit committee. A1A 42(2) 149

8 REMUNERATION COMMITTEE We have established a remuneration committee in compliance with the GEM Listing Rules. The primary duties of our remuneration committee are to review and make recommendations to our Board on the remuneration policy and other remuneration related matters, including benefits-in-kind and other compensation payable to our Directors and senior management. All members of our remuneration committee are appointed by our Board. Our remuneration committee currently consists of two executive Directors and three independent non-executive Directors, namely, Dr. Kong Kwok Leung, Mr. Lo Kwok Bun, Mr. Chan Cheong Tat, Mr. Lee Ka Lun and Mr. Leung Siu Cheung. Mr. Leung Siu Cheung is the chairman of our remuneration committee. NOMINATION COMMITTEE We have established a nomination committee in compliance with the GEM Listing Rules. The primary duty of our nomination committee is to make recommendations to our Board regarding the structure, size and composition of our Board and candidates to fill vacancies on our Board. All members of our nomination committee are appointed by our Board. Our nomination committee currently consists of two executive Directors and three independent non-executive Directors, namely, Dr. Kong Kwok Leung, Ms. Kong Chung Wai, Mr. Chan Cheong Tat, Mr. Lee Ka Lun and Mr. Leung Siu Cheung. Dr. Kong Kwok Leung is the chairman of our nomination committee. SENIOR MANAGEMENT A1A 41(1) Relationship Name Age Position appointment joining our Group Major roles and responsibilities with any Director/senior management Ms. SZE Betty Suet Ling ( ) 34 Head of business and product development and Medicskin Centre Manager January 2013 January 2013 overseeing the business development and execution of our Group s corporate communication and product research & development plans; planning and coordinating the day-to-day centre operations; staff supervision and evaluations as well as fiscal management for the Medicskin Centre Ms. SIN Chui Pik Christine ( ) 35 Chief financial officer and company secretary March (chief financial officer) June (company secretary) March overseeing the financial/accounting matters of our Group and company secretarial functions of our Company 150

9 Ms. SZE Betty Suet Ling ( ), aged 34, is the head of business and product development of the Group. She joined the Group in January 2013 and is mainly responsible for overseeing the business development and execution of the Group s corporate communication and product research & development plans. Ms. Sze is also the Medicskin Centre Manager, mainly responsible for planning and coordinating the day-to-day centre operations, staff supervision and evaluations as well as fiscal management for the Medicskin Centre. Ms. Sze obtained a bachelor s degree of Science with a major in Nutritional Sciences from The University of British Columbia in May 2002 and an International Advanced Diploma in Administrative Management from the Institute of Administrative Management in March Ms. Sze has over 12 years of experiences in the field of product development for skincare brands, retail brand management and skincare business development. Before joining our Group, Ms. Sze was employed as an Executive Trainee of Glycel (Hong Kong) Co. Ltd. in February 2004 and was subsequently promoted to be the Business Development Executive in April Ms. Sze resigned from Glycel (Hong Kong) Co. Ltd in April Between June 2007 to December 2012, Ms. Sze worked as Product Manager of Belle Cosmetic Limited. Ms. Sze has not held directorship in public companies the securities of which are or have been listed on any securities market in Hong Kong or overseas in the past three years. Ms. SIN Chui Pik Christine ( ), aged 35, is the chief financial officer and company secretary of the Group. She is responsible for overseeing the financial/accounting matters of the Group and engaging in company secretarial functions for the Company. A1A 42(1)(a) Ms. Sin obtained her bachelor s degree of Business Administration in Accounting from The Hong Kong Baptist University in December Ms. Sin has been a member of the Hong Kong Institute of Certified Public Accountants, a member and subsequently fellow of the Association of Chartered Certified Accountants since December 2007, April 2007 and April 2012 respectively. She has accumulated over 12 years of accounting and auditing experience. Before joining the Group, Ms. Sin worked for Deloitte Touche Tohmatsu, an international public accounting and auditing firm from 2001 to 2004 and from 2005 to, where she most recently served as a Manager. She also worked as an Accountant of Jetcrown Industrial (Macao Commercial Offshore) Limited from 2004 to Ms. Sin has not held directorship in public companies the securities of which are or have been listed on any securities market in Hong Kong or overseas in the past three years. COMPANY SECRETARY Ms. SIN Chui Pik Christine ( ) was appointed as the Company Secretary of our Company on 23 June. Please refer to the section headed Directors and Senior Management Senior Management in this prospectus for details of Ms. Sin s qualification and experience. A1A 42(1)(a) 151

10 COMPLIANCE OFFICER Ms. KONG Chung Wai ( ) was appointed as the Compliance Officer of our Company in accordance with Rule 5.19 of the GEM Listing Rules on 25 July. Please refer to the section headed Directors and Senior Management Executive Directors in this prospectus for details of Ms. Kong s qualification and experience. A1A 42(1)(b) REMUNERATION OF DIRECTORS AND SENIOR MANAGEMENT Each of our Directors has entered into a service agreement with our Company for an initial term of three years with effect from the Listing Date, which will continue thereafter until terminated by not less than three months notice in writing. Further details of the terms of the service agreements entered into with Directors are set out in the section headed Statutory and General Information Further Information about Directors, Management, Staff and Experts Disclosure of interests Particulars of service contracts in Appendix IV to this prospectus. Under the remuneration policy of our Company, the remuneration committee will consider factors, such as salaries paid by comparable companies, tenure, commitment, responsibilities and performance, in assessing the amount of remuneration payable to our Directors and senior management. CORPORATE GOVERNANCE MEASURES Each of our Directors has confirmed that he/she fully understands his/her obligations to act in the best interests of our Company and the Shareholders as a whole. To avoid potential conflicts of interest, our Group will comply with the Corporate Governance Code as set out in Appendix 15 to the GEM Listing Rules. COMPLIANCE ADVISER We have appointed Shenyin Wanguo as our compliance adviser pursuant to Rule 6A.19 of the GEM Listing Rules. Pursuant to Rule 6A.23 of the GEM Listing Rules, our Company must consult with and, if necessary, seek advice from the compliance adviser on a timely basis in the following circumstances: (1) before the publication of any regulatory announcement, circular or financial report; (2) where a transaction, which might be a notifiable or connected transaction, is contemplated including but not limited to share issues and share repurchases; (3) where our Company proposes to use the proceeds from the Placing in a manner different from that detailed in this prospectus or where the business activities, developments or results of our Group deviate from any forecast, estimate or other information in this prospectus; and 152

11 (4) where the Stock Exchange makes an inquiry of our Company regarding unusual movements in the price or trading volume of the Shares pursuant to Rule of the GEM Listing Rules. The term of the appointment of the compliance adviser shall commence on the Listing Date and end on the date on which our Company complies with Rule of the GEM Listing Rules in respect of its financial results for the second full financial year commencing after the Listing Date or until the agreement is terminated, whichever is the earlier. 153