BOARD OF DIRECTORS Executive Directors Mr. Chan Chung Mr. Chan Chung, aged 46, is a founder, an executive Director and the chairman and chief executive officer of the Group. Mr. Chan is responsible for formulating the overall business plan and the corporate strategies of the Group. Further, Mr. Chan is also a founder and a director of Silicon Genesis Corporation, a high technology company in the US. Mr. Chan has been elected a fellow of the Institute of Electrical and Electronics Engineers in the US and graduated with a doctor degree in philosophy from the University of Iowa in 1981. Mr. Chan Wai Kwong, Peter Mr. Chan Wai Kwong, Peter, aged 49, is an executive Director and the chief operation officer and compliance officer of the Group. Mr. Chan is responsible for overseeing and supervising the administration of the Group. Prior to joining the Group in March 2002, Mr. Chan was a chief operation officer of ChinaInfohighway Hong Kong Limited, a total Internet solutions provider. Mr. Chan is also an executive director of REXCAPITAL International Holdings Limited, a listed company in Hong Kong. Mr. Chan graduated with a bachelor of arts degree in social science from the University of Western Ontario, Canada in 1978. Non-executive Directors Mr. Chen Man Lung Mr. Chen Man Lung, aged 36, was appointed as a non-executive Director in March 2002. Mr. Chen joined Culturecom as a vice president in December 1998 and is responsible for the restructuring of the business and corporate investment of Culturecom. Mr. Chen is also a chief financial officer and a deputy chief executive officer of Viagold Capital Limited, a shareholder of Culturecom and listed on the Australian Stock Exchange Limited. Mr. Chen graduated with a honours diploma in sociology from Hong Kong Baptist College in 1989 and a master degree of arts in Chinese studies from The Hong Kong University of Science and Technology in 1994. Mr. Chen has worked as an economist in a consultant firm and a bank and has over 8 years of experience in investment industry. Mr. Goh Yu Min Mr. Goh Yu Min, aged 35, was appointed as a non-executive Director in March 2002. Mr. Goh graduated with a bachelor degree in mathematics from the University of Waterloo, Canada in 1990 and a master degree in business administration from the Nanyang Technological University, Singapore in 1997. Mr. Goh is an associate director of UOB Venture Management Pte Ltd. ( UOBVM ), a subsidiary of UOB. Mr. Goh joined UOBVM in 1997 and focuses on technology investments. 135
Ms. Monica Maria Nunes Ms. Monica Maria Nunes, aged 33, was appointed as a non-executive Director in June 2002. Ms. Nunes graduated from the University of Calgary in 1991 with a bachelor degree in commerce. Ms. Nunes is a certified management accountant awarded by the Society of Management Accountants of Alberta, Canada. Ms. Nunes joined Vodatel Holdings Limited, which became a direct wholly-owned subsidiary of Vodatel in February 2000 as a financial controller and has been appointed as an executive director of Vodatel in December 1999. Independent Non-executive Directors Mr. Jeffery Matthew Bistrong Mr. Jeffery Matthew Bistrong, aged 40, was appointed as an independent non-executive Director in March 2002. Mr. Bistrong is a director of Harris Williams & Co, an investment banking company. Mr. Bistrong graduated with a master degree in business administration and a master degree in art from the University of Michigan in 1988. Mr. Yin Pi-tak, Peter Mr. Yin Pi-tak, Peter aged 48, was appointed as an independent non-executive Director in December 2000. Mr. Yin is also a regional vice president of South Pacific region of Federal Express, a logistic company. He graduated with over 18 years of experience in the field of logistic. Mr. Yin holds a doctor degree in philosophy from the University of Minnesota in 1981. AUDIT COMMITTEE The Company has established an audit committee on 9 August 2002 with written terms of reference in compliance with Rules 5.23 to 5.25 of the GEM Listing Rules. The primary duties of the audit committee are, among other matters, (i) to review the annual reports and accounts, half-year reports and quarterly reports and provide advice and comments thereon to the Board; and (ii) to review and supervise the financial reporting process and internal control system of the Group. The audit committee has two members comprising the two independent non-executive Directors. SENIOR MANAGEMENT Ms. Chow Siu Fai, Sylvia Ms. Chow Siu Fai, Sylvia, aged 29, joined the Group in March 2001 and was later promoted to vice president of marketing for Hong Kong market. Ms. Chow is responsible for overseeing sales and marketing affairs of the Group in Hong Kong. Ms. Chow graduated from Mitchell College with an associate degree in science in 1994 and from Georgetown University with a bachelor degree in science 136
in marketing in 1996. Before joining the Group, Ms. Chow worked in Planet Hollywood Hong Kong Limited, a catering company, as a sales & marketing manager. Ms. Chow has over 7 years of experience in the fields of sales and marketing in several lines of business such as catering and investment holding. Mr. Chow Wing Kin Mr. Chow Wing Kin, aged 35, joined the Group in July 2001 and was later promoted to vice president of business development for China market. Mr. Chow is responsible for overseeing sales and marketing affairs of the Group in China. Mr. Chow obtained a bachelor degree in science in business administration from Suffolk University in 1992. Before joining the Group, Mr. Chow worked in Cable & Wireless HKT Schoolteam (Asia) Limited (now known as SchoolTeam (Asia) Limited), a IT company, as a senior manager. Mr. Chow has over 8 years of experience in the fields of sales and marketing in several lines of business such as publishing and banking. Mr. Hui Wai Man Mr. Hui Wai Man, aged 26, joined the Group in July 2000 and was later promoted to senior system engineer. Mr. Hui is responsible for overseeing the engineering department of the Group. Mr. Hui graduated with a degree of Bachelor of Science (Honours) in Information Technology from City University of Hong Kong in 2001. Mr. Hui joined the Group after his graduation. Mr. Lai Leung Mr. Lai Leung, aged 37, joined the Group in December 2002 and was later promoted to technical manager in programming department. Mr. Lai is responsible for overseeing the research and development affairs of the Group. Before joining the Group, Mr. Lai worked in an applications provider for e-commerce transactions as a team leader. Mr. Lai has over 10 years of experience in IT industry and Mr. Lai graduated with a degree of Bachelor of Science (Honours) in computer studies from City University of Hong Kong in 2000. Mr. Leung Chun Yu Mr. Leung Chun Yu, aged 28, joined the Group as accountant in July 2002 and promoted as financial controller in February 2003. Mr. Leung is responsible for overseeing the financial and administration affairs of the Group and is the qualified accountant and company secretary of the Group. Mr. Leung is a member of CPA, Australia. Mr. Leung graduated with a bachelor degree in accounting and a bachelor degree in computer science from the University of Auckland in 1998. Before joining the Group, Mr. Leung worked in an international CPA firm. Mr. Leung has over 4 years of experience in the fields of auditing and accounting. 137
Mr. Tsang Yue Shun Mr. Tsang Yue Shun, aged 26, has joined the Group since its inception and was promoted as the network manager in November 2000. Mr. Tsang is responsible for overseeing the network department and the sales and marketing networks of the Group. Mr. Tsang graduated with a bachelor degree in IT from City University of Hong Kong in 2001. Mr. Tsang joined the Group prior to his graduation. Mr. Yeh Kuan I Mr. Yeh Kuan I, aged 37, joined the Group as the marketing manager for Taiwan market in March 2001. Before joining the Group, Mr. Yeh worked in Chung Hwa International Communication Network Co., Ltd, an IT company, as a manager. Mr. Yeh has over 10 years of experience in the fields of sales and marketing in several lines of business such as IT and construction. Mr. Yeh graduated with a bachelor degree in economics from Chinese Cultural University in 1988. STAFF As at the Latest Practicable Date, the Group had 20 employees in Hong Kong and Taiwan. The breakdown of the workforce in terms of job responsibilities is as follows: Hong Kong Taiwan Total Management, finance, human resources and administration 7 7 Technical support and R&D 9 9 Sales and marketing 3 1 4 19 1 20 The Group has not experienced any disruption of its business operations due to labour disputes. The Directors consider that the Group has a good relationship with its employees. 138
The diagram below shows the organisational and management structure of the Group and its major operational divisions. Board Mr. Chan Chung Chief executive officer Finance, human resources and administration Sales and Marketing Technical support and R&D Mr. Chan Wai Kwong, Peter Chief operation officer Human resources, administration, company secretary and accounting department Mr. Leung Chun Yu* Taiwan market Mr. Yeh Kuan I* Hong Kong market Ms. Chow Siu Fai, Sylvia* China market Mr. Chow Wing Kin* Network department Mr. Tsang Yue Shun* Engineering department Mr. Hui Wai Man* Programming department Mr. Lai Leung* * person in charge BENEFIT SCHEMES From 1 December 2000, the Group has arranged for its Hong Kong employees to join the Mandatory Provident Fund Scheme (the MPF Scheme ), a defined contribution scheme managed by an independent trustee. Under the MPF Scheme, each of the Group and its Hong Kong employees makes monthly contributions to the scheme at 5.0% of the employees earnings as defined under the Mandatory Provident Fund legislation. Both the Group s and the employees contributions are subject to a cap of HK$1,000 per month and thereafter contributions are voluntary. The Group has employed a staff in Taiwan for its Taiwan representative office. The staff is considered as the employer of the Taiwan representative office under the Taiwan Labor Standard Law and is not subject to any retirement plan benefits stipulated by the Taiwan Labor Standard Law. No retirement benefit was contributed by the Group for the staff during the Track Record Period. PRE-IPO SHARE OPTION SCHEME AND SHARE OPTION SCHEME The Group has conditionally adopted the Pre-IPO Share Option Scheme and the Share Option Scheme under which the Group may grant options to full time or part time employees and directors of any member of the Group (in the case of the Share Option Scheme only) and any consultants of or advisers to any member of the Group to subscribe for Shares. The principal terms of the Pre-IPO Share Option Scheme and the Share Option Scheme are summarised in the paragraphs headed Pre-IPO Share Option Scheme and Share Option Scheme respectively in Appendix IV to this prospectus. 139