DIRECTORS The Board of Directors consists of six Directors, three of whom are independent non-executive Directors. The table below shows certain informationconcerningthedirectors: Name Age Position/Title in the Company Date of appointment Roles and responsibilities in the Group Mr. Cheng Chung Hing ( 鄭松興 ) 53 Non-executive Director and Chairman 13 May 2014 Responsible for foundation of corporate policies and business strategies Ms. Yan Sau Man, Amy ( 甄秀雯 ) 51 Executive Director and CEO 13 May 2014 Responsible for the strategic management, planning and business development Mr. Chen Zhi Wei ( 陳志偉 ) 51 Executive Director 17 June 2014 Responsible for overseeing the Group s procurement Mr. Fung Yat Sang ( 馮逸生 ) 62 Independent Non-Executive Director 26 September 2014 Responsible for overseeing the management independently Mr. Look Andrew ( 陸東 ) 49 Independent Non-Executive Director 26 September 2014 Responsible for overseeing the management independently Mr. Tsui Francis King Chung ( 崔勁中 ) 53 Independent Non-Executive Director 26 September 2014 Responsible for overseeing the management independently Save as disclosed below in this section and in the section headed Statutory and General Information in Appendix V to this listing document, as at the Latest Practicable Date, each of the Directors had no interests in the Shares within the meaning of Part XV of the SFO and is independent from and is not related to any other Directors, senior management, or the substantial shareholders of the Company. Save as disclosed below, each of the Directors has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas (apart from the Company) in the three years immediately preceding the date of this listing document, and has not been involved in any of the events described under Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules. Save as disclosed below, there are no other matters concerning each of the Directors directorship with the Company that need to be brought to the attention of the Shareholders and the Stock Exchange and there are no other matters in connection with each of the Directors appointment which are required to be disclosed pursuant to Rule 13.51(2) of the Listing Rules. 156
Non-executive Director Mr.CHENGChungHing( 鄭松興 ), aged 53, is a non-executive Director and the Chairman of the Company. Mr. Cheng is also a director of MS Holdings, Arcadia BVI, MS Investments, Arcadia Investment, MS Innovations, MS Jewellery and Arcadia Jewellery, all being subsidiaries of the Group. He provides leadership to the Company, and, with the support from other members of the Board, is responsible for the formulation and development of corporate policies and business strategies of the Group. Mr. Cheng has been an executive director and the Chairman of MSIL since 1997 and has been re-designated as a non-executive director of MSIL since 6 October 2009. He was awarded the Young Industrialist Awards of Hong Kong 1997 by the Federation of Hong Kong Industries and the Distinguished International Entrepreneur of the Year Award 1997 by San Francisco State University and the Chinese Outstanding Entrepreneur Award 2008 by the China Enterprise Confederation and the China Enterprise Directors Association. He is currently a member of the Guangxi Committee of the Chinese People s Political Consultative Conference and the Shenzhen Committee of the Chinese People s Political Consultative Conference, vice chairman of the China Chamber of International Commerce, honorary life president of the Hong Kong Gemstone Manufacturers Association Limited, foundation honorary chairman of the Gem and Jewellery Committee of China General Chamber of Commerce and honorary chairman of the Zhejiang Pearl Trade Association. He has over 30 years of experience in the pearls and jewellery business. Mr. Cheng is currently a co-chairman and executive director of China South City Holdings Limited (a company listed on Stock Exchange (stock code: 1668)), which is principally engaged in developing and operating large-scale integrated logistics and trade centres, developing supporting residential and commercial facilities, property management and operation of hotels. Mr. Cheng was also a director of China Metro-Rural Holdings Limited, a company listed on NYSE MKT (ticker symbol: CNR) from September 1995 to December 2013, which is a company principally engaged in the development and operation of integrated agricultural logistics platform and rural-urban migration redevelopment in mainland China. Mr. Cheng is also a substantial shareholder of China Metro-Rural Holdings Limited. As at the Latest Practicable Date, Mr. Cheng was a non-executive director of MSIL and he will resign as a director and Chairman of MSIL prior to the Listing. Mr. Cheng is a brother-in-law of Mr. Chen Zhi Wei. Executive Directors Ms. YAN Sau Man, Amy ( 甄秀雯 ), aged 51, is an executive Director and the chief executive officer of the Company. She is also a director of MS Holdings, Arcadia BVI, MS Investments, Arcadia Investment and MS Jewellery, all being subsidiaries of the Group. She, together with other members of the Board, is responsible for the overall management of the Group as well as the formulation, development and implementation of the Group s corporate policies, business strategies and overall sales and marketing strategies. Her experience in relation to the Pearls and Jewellery Business dates back to when she joined the Pre Spin-off MSIL Group in 1984. She left the Pre Spin-off MSIL Group for a short period of time from October 1986 to June 1987 and rejoined in June 1987. She has since then been involved in implementing the relevant sales and marketing strategies of the Pre Spin-off MSIL Group and she has been appointed as an executive director of MSIL since August 1997. Ms. Yan has over 25 years of experience in the selling and marketing of pearls and she also has extensive experience in the jewellery business. 157
As at the Latest Practicable Date, Ms. Yan was an executive director of MSIL and she will resign as an executive director of MSIL prior to the Listing. Save as disclosed herein, Ms. Yan has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Mr. CHEN Zhi Wei, aged 51, is an executive Director and he is responsible for overseeing the Group s procurement and assisting the Group s sales team on the pricing of the Group s pearls. He joined the Pre Spin-off MSIL Group in January 1998 as a procurement manager and has since then developed his experience in pearl procurement related to the Pearls and Jewellery Business. He has developed close working relationships with many pearl suppliers which enable the Group to build up a strong and reliable supply network. He was appointed as an executive director of a subsidiary of MSIL, Man Sang HK, since May 2010. He has over 15 years of experience in the pearl business. He is a brother-in-law of Mr. Cheng Chung Hing. Mr. Chen has not held any directorship in any other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the past three years. Independent non-executive Directors Mr. FUNG Yat Sang ( 馮逸生 ), aged 62, was appointed as an independent non-executive Director on 26 September 2014. He has been an independent non-executive director of MSIL since September 2009 and will resign as an independent non-executive director of MSIL prior to the Listing. He has over 30 years of financial management experience and held senior management positions in various multinational corporations in Hong Kong, Australia, Thailand and China. Mr. Fung obtained in a Higher Diploma in Accountancy from Hong Kong Polytechnic in 1976. Mr. Fung is a fellow member of the Hong Kong Institute of Certified Public Accountants, a fellow member of the Association of Chartered Certified Accountants in United Kingdom and a member of the CPA Australia. Mr. LOOK Andrew ( 陸東 ), aged 49, was appointed as an independent non-executive Director on 26 September 2014. Mr. Look has over 20 years of experience in equity investment analysis of Hong Kong and China stock markets. He served as managing director and head of Hong Kong research, strategy and product at UBS AG from June 2000 to August 2008. He was an investment manager at Prudential Portfolio Managers (Asia) Limited from late 1994 to early 2000. He was responsible for corporate finance from August 1990 to late 1994 as an investment manager at Lai Sun Development Company Limited, a company listed on the Stock Exchange (stock code: 488). He was an investment officer at Hang Seng Bank Limited, a company listed on the Stock Exchange (stock code: 11), from August 1986 to June 1990. Mr. Look founded Look s Asset Management Limited, a Securities and Futures Commission of Hong Kong licensed corporation based in Hong Kong, in September 2009, and currently serves as its chief investment officer and managing director. He obtained a Bachelor of Commerce from the University of Toronto in June 1986. Mr. Look is currently an independent non-executive director of Hung Fook Tong Group Holdings Limited, a company listed on the Stock Exchange (stock code: 1446), Ka Shui International Holdings Limited, a company listed on the Stock Exchange (stock code: 822), and TCL Communication Technology Holdings Limited, a company listed on the Stock Exchange (stock code: 2618). Mr. TSUI Francis King Chung, aged 53, was appointed as an independent non-executive Director on 26 September 2014. He has extensive experience in financial advisory services, investor relations, corporate restructuring, direct investment and business development consultancy. His experience with listed entities include serving as director to Man Sang Holdings Inc., a company whose 158
shares were listed on the American Stock Exchange, from 2006 to 2009, and China Metro-Rural Holdings Limited, a company listed on the NYSE MKT (ticker symbol: CNR), since 2009. China Metro- Rural Holdings Limited was the successor of Man Sang Holdings Inc. pursuant to a reorganisation in 2009. He also served on the audit committee of Man Sang Holdings Inc. and China Metro-Rural Holdings Limited. Since 2000, Mr. Tsui has founded and served as the President and director of DMC Investment Co. Ltd., a private investment company in Hong Kong active in direct investment. From 2007 to 2011, he was the President of Asian Outreach International. Currently, he serves as the Chairman of the Board of AsiaCMS Berhad headquartered at Kuala Lumpur, Malaysia. Mr. Tsui received his Bachelor of Arts and M. Phil. from the University of Hong Kong. SENIOR MANAGEMENT The senior management of the Group comprises all of the executive Directors, the chief financial officer, the financial controller and the company secretary, and certain managerial positions. The senior management is responsible for the day-to-day management of the Company s business. For the biographical details of Directors who form part of the senior management, please see the section headed Directors above. The table below set forth certain information concerning the senior management, apart from the executive Directors: Name Age Year of joining the Group Position Mr. TSE Chi Keung 33 2014 chief financial officer Mr. MOK Kin Kwan 43 2013 financial controller and company secretary Ms. MA Wai Han 48 1996 senior sales manager Ms. CHEUNG Lai Fong 30 2007 senior sales manager Mr. CHEN Mu Sheng 46 1994 general manager of SZ Factory and the deputy general manager of HBF Jewellery Mr. TSE Chi Keung, aged 33, is the chief financial officer of the Group. He obtained his Bachelor of Accounting degree from The Hong Kong Polytechnic University in 2005. Mr. Tse worked in Ernst & Young in Hong Kong before joining the Group in July 2014. He is responsible for the financial and accounting management, corporate governance affairs and merger and acquisition activities of the Group. Mr. Tse is a member of the Hong Kong Institute of Certified Public Accountants. He has more than 9 years of experience in auditing, accounting and management. Mr. MOK Kin Kwan, aged 43, is the financial controller and company secretary of the Group. He is responsible for the financial and accounting management and corporate governance matters of the Group. He obtained his Master s degree in Applied Finance from University of Western Sydney, Australia in 2003 through long distance learning courses and his Bachelor s degree in Business 159
Administration in Finance from Hong Kong Baptist College in 1994. Mr. Mok is a member of the Hong Kong Institute of Certified Public Accountants and is a fellow member of the Association of Chartered Certified Accountants of the United Kingdom. From 2009 to 2013, he served as the company secretary of Perennial International Limited (a company listed on the Stock Exchange (stock code: 725)). He has more than 18 years of experience in accounting and corporate management. Ms. MA Wai Han, aged 48, is a senior sales manager of the Group. Ms. Ma assists in the formulation of sales and marketing strategies of the Group s pearl products and is responsible for the implementation of those strategies. She joined the Pre Spin-off MSIL Group in November 1996 and got promoted as a senior sales manager in April 2004. Ms. Ma has over 18 years of experience in the selling and marketing of pearls. Ms. CHEUNG Lai Fong, aged 30, is a senior sales manager of the Group. Ms. Cheung assists in the formulation of sales and marketing strategies of the Group s jewellery products and is responsible for the implementation of those strategies. She joined the Pre Spin-off MSIL Group in September 2007 and got promoted as a senior sales manager in April 2014. She obtained her Bachelor of Social Science degree from the Hong Kong Baptist University in 2007. Ms. Cheung has over 7 years of experience in the selling and marketing of jewellery. Mr. CHEN Mu Sheng, aged 46, is the General Manager of SZ Factory and deputy general manager of HBF Jewellery. Mr. Chen joined the Pre Spin-off MSIL Group in 1994. He has more than 20 years of experience in managing production facilities in the PRC. He is responsible for the overall management of the PRC production facilities, in particular the formulation and continual improvement of the related jewellery production process and resource planning. Working closely with the CEO, he is also responsible for the implementation of policies set by the Board of Directors. DIRECTORS AND SENIOR MANAGEMENT S REMUNERATION The aggregate amount of compensation (including fees, salaries, contributions to pension schemes, housing and other allowances, benefits in kind and discretionary bonuses) paid to the Directors and apportioned and attributable to the Group for the Track Record Period was approximately HK$5.0 million, HK$5.0 million and HK$5.0 million, respectively. The aggregate amount of salaries and other benefits, bonus and retirement benefits scheme contribution in kind paid to the Group s five highest paid individuals (excluding the emoluments included as compensations to the Directors) and apportioned and attributable to the Group for the Track Record Period was approximately HK$1.5 million, HK$1.4 million and HK$1.2 million, respectively. The Directors and senior management of the Group receive compensation in the form of fees, salaries, allowances, benefits in kind and/or discretionary bonuses relating to the performance of the Group. The Group has also established the Share Option Scheme to incentivise its senior management and employees. The Group reimburses its Directors and senior management for expenses which are necessarily and reasonably incurred for providing services to the Group or discharging their duties in relation to its operations. When reviewing and determining the specific remuneration packages for its Directors and senior management, the Group takes into consideration factors such as their individual performance, qualification, experience and seniority, salaries paid by comparable companies, time commitment and responsibilities of such persons, employment elsewhere in the Group and desirability of performance-based remuneration. 160
BOARD COMMITTEES Audit Committee The Company has established an audit committee in compliance with Rule 3.21 of the Listing Rules and the CG Code. The primary duties of the audit committee are to review and consider the application of the financial reporting and internal control principles of the Company, and to maintain an appropriate relationship with the Company s auditor. The audit committee currently consists of three independent non-executive Directors. The members currently are Mr. Fung Yat Sang, Mr. Look Andrew and Mr. Tsui Francis King Chung. It is currently chaired by Mr. Fung Yat Sang, an independent non-executive Director. Remuneration Committee The Company has established a remuneration committee in compliance with Rule 3.25 of the Listing Rules and the CG Code. The primary duties of the remuneration committee are to make recommendations to the Board on the Company s policy and structure for all directors and senior management s remuneration and on the establishment of a formal and transparent procedure for developing such remuneration policy. The remuneration committee currently comprises three independent non-executive Directors, one non-executive Director and one executive Director. The members currently are Mr. Fung Yat Sang, Mr. Look Andrew, Mr. Tsui Francis King Chung, Mr. CH Cheng and Ms. Yan. It is currently chaired by Mr. Look Andrew, who is an independent non-executive Director. Nomination Committee The Company has established a nomination committee in compliance with the CG Code. The primary duties of the nomination committee are to review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement the Company s corporate strategy. The nomination committee currently comprises three independent non-executive Directors, one non-executive Director and one executive Director. The members currently are Mr. Fung Yat Sang, Mr. Look Andrew, Mr. Tsui Francis King Chung, Mr. CH Cheng and Ms. Yan. It is currently chaired by Mr. Tsui Francis King Chung, who is an independent non-executive Director. COMPLIANCE ADVISER The Company has appointed REORIENT Financial Markets Limited as its compliance adviser in compliance with Rule 3A.19 of the Listing Rules. The material terms of the compliance adviser s agreement that the Company entered into with the compliance adviser are as follows: 1. the compliance adviser s term of appointment shall be for a period commencing on the Listing Date and ending on the date on which the Company complies with Rule 13.46 of the Listing Rules in respect of its financial results for the first full financial year commencing after the Listing Date, or until the agreement is terminated, whichever is the earlier; 161
2. the Company may terminate the appointment of the compliance adviser by giving reasonable notice to the compliance adviser. The Company will exercise such right in compliance with Rule 3A.26 of the Listing Rules. The compliance adviser will have the right to terminate its appointment as compliance adviser under certain specific circumstances and upon notification of the reason of its resignation to the Stock Exchange; and 3. pursuant to Rule 3A.23 of the Listing Rules, the compliance adviser will advise the Company on the following matters: (a) before the publication of any regulatory announcement, circular or financial report; (b) where a transaction, which might be a notifiable or connected transaction, is contemplated, including share issues and share repurchases; (c) (d) where the Group s business activities, developments or results deviated from any forecast, estimate, or other information in this listing document; and where the Stock Exchange makes an inquiry of the Company regarding unusual movements in the price or trading volume of its listed securities under to Rule 13.10 of the Listing Rules. 162