DIRECTORS AND SENIOR MANAGEMENT

Transcription

1 DIRECTORS The Board currently consists of 5 Directors comprising 2 executive Directors and 3 independent non-executive Directors. The following table sets out the information regarding the members of the Board: Name Age Date of joining our Group Date of appointment as Director Present position Principal responsibilities Relationship with other Director(s) and/or senior management Mr. WONG Oi Kwan [55] October March 2015 Executive Director and Chairman of the Board Overall business development and financial and strategic planning of our Group Father of Ms. S. C. Wong Ms. WONG Sze Chai [33] October March 2015 Executive Director, Chief Executive Officer and Compliance Officer Overall management and administration of our business operations Daughter of Mr.O.K. Wong Ms. CHAN Yuen Ying Stella [44] [] 2015 [] 2015 Independent non-executive Director Providing independent judgment on our strategy, performance, resources and standard of conduct Nil Mr. KO Chi Keung [59] [] 2015 [] 2015 Independent non-executive Director Providing independent judgment on our strategy, performance, resources and standard of conduct Nil Mr. ONG Chi King [42] [] 2015 [] 2015 Independent non-executive Director Providing independent judgment on our strategy, performance, resources and standard of conduct Nil 151

2 Executive Directors Mr. WONG Oi Kwan, aged [55], is the chairman of our Board and an executive Director. He is responsible for the overall business development and financial and strategic planning of our Group. He joined our Group in October 2002 and was appointed as an executive Director on 19 March He is also a director of Modern Concrete, Modern Macau, Yong Jie, Jian Hao, Zhao Lang, Hao Long and Qun Jin. He is the father of Ms. S. C. Wong. Mr. O. K. Wong has more than 20 years of experience in the concrete demolition industry. Prior to joining our Group, he had been a director of Kingland Concrete Drilling Company Limited, a concrete demolition service provider, from July 1985 to September 1987 and from January 1994 to July He graduated from Shung Man Catholic English College in September Mr. O. K. Wong was previously a director of the companies shown in the table below which were dissolved by striking off pursuant to section 291 of the Predecessor Companies Ordinance due to cessation of business: Company Place of incorporation Date of incorporation Date of notice of striking off Date of dissolution Kingland Concrete Cutting Technology Limited Hong Kong 27 August September January 2007 Kingland Concrete Drilling (China) Company Limited Hong Kong 26 September October February 2007 Kingland Construction Company Limited Hong Kong 1 October October February 2007 Kingland Development (Hong Kong) Company Limited Hong Kong 23 December January May

3 Mr. O. K. Wong was a director of the following companies against which winding-up petitions were filed by Mr. O. K. Wong himself due to the dispute among the then shareholders of these companies (the Dispute ): Company Date and place of incorporation Nature of business Nature of proceedings Date of commencement of proceedings Outcome of proceedings Kingland Concrete Drilling Company Limited ( Kingland Concrete ) (the KC Petition ) 9 July 1985 in Hong Kong Provision of concrete demolition services Winding-up petition 24 December 2001 Dismissed on 20 September 2004 Kingland Holdings (Hong Kong) Limited ( Kingland Holdings ) (the KH Petition, and collectively with the KC Petition, the 2001 Winding-up Petitions ) 13 November 1998 in Hong Kong Investment holdings Winding-up petition 24 December 2001 Dismissed on 20 September 2004 Details of the Dispute are as follows: Prior to 18 August 2000: Kingland Concrete had 12,000 issued shares which were held as to (i) 100 shares by each of Mr. O. K. Wong and two other individuals (the Two Individuals ) and (ii) 11,700 shares by Kingland Holdings; Kingland Holdings had 30,000 issued shares which were held as to 10,000 shares by each of Mr. O. K. Wong and the Two Individuals; and Mr. O. K. Wong and the Two Individuals were the directors of both Kingland Concrete and Kingland Holdings. On 12 October 2000, Mr. O. K. Wong commenced a civil action in the High Court of Hong Kong (the Court ) against, among others, the Two Individuals, Kingland Concrete and Kingland Holdings for, among other things, a declaration that numerous documents executed on 18 August 2000 during the board meetings and general meetings of Kingland Holdings and Kingland Concrete were null and void and of no legal effect or ought otherwise be set aside (the 2000 October Proceedings ). 153

4 It was contested in the 2000 October Proceedings that on 18 August 2000, resolutions were purportedly passed and documents were executed during the Meetings to the effect, among other things, that: 2,600 issued shares in Kingland Holdings held by each of Mr. O. K. Wong and the Two Individuals were transferred to Kingland Concrete; the Two Individuals were re-elected as directors of Kingland Holdings and Kingland Concrete; Kingland Concrete was appointed as a director of Kingland Holdings with effect on 18 August 2000; and Mr. O. K. Wong ceased to be a director of Kingland Holdings and Kingland Concrete with effect on 18 August Mr. O. K. Wong confirmed that since 18 August 2000, he ceased to participate in the management and operation of Kingland Concrete and Kingland Holdings. On 24 October 2001, the Two Individuals applied to the Court to seek an order, among other things, that an extraordinary general meeting of Kingland Holdings be convened with a quorum of two (the 2001 October Proceedings ). On 24 December 2001, Mr. O. K. Wong presented the 2001 Winding-up Petitions against Kingland Concrete and Kingland Holdings whereby he sought court orders that the Two Individuals to buy out all of the shares held by Mr. O. K. Wong in Kingland Concrete and Kingland Holdings or, alternatively, that Kingland Concrete and Kingland Holdings be wound up. On 11 January 2002, the Two Individuals, Kingland Concrete and Kingland Holdings applied to the Court to strike out the 2001 Winding-up Petitions. However, their applications were dismissed by the Court by a judgment laid down on 10 June Under the 2001 October Proceedings, the Court ordered on 25 January 2002, among other things, that Kingland Holdings shall convene an extraordinary general meeting with a quorum of two and to pass certain resolutions. On 1 March 2002, an extraordinary general meeting was duly convened by the shareholders of Kingland Holdings. It was resolved, among other things, that (i) the resolutions passed in the said meetings of Kingland Holdings held on 18 August 2000 be revoked; and (ii) the Two Individuals (but not Mr. O. K. Wong) be re-elected and Kingland Concrete be appointed as directors of Kingland Holdings. 154

5 In 2004, the parties agreed on the terms of settlement. On 31 August 2004, by consent of the parties to the 2000 October Proceedings, Mr. O. K. Wong shall wholly discontinue the 2000 October Proceedings. By consent of the parties to the 2001 Winding-up Petitions, it was ordered by the Court on 5 October 2004 that, among other things, (i) the 2001 Winding-up Petitions against Kingland Concrete and Kingland Holdings be dismissed; (ii) the 2,600 issued shares in Kingland Holdings purportedly transferred by Mr. O. K. Wong to Kingland Concrete on 18 August 2000 be transferred back to Mr. O. K. Wong; (iii) Mr. O. K. Wong shall sell, and the Two Individuals shall purchase, the 10,000 issued shares in Kingland Holdings and the 100 issued shares in Kingland Concrete held by Mr. O. K. Wong at a price to be fixed by a valuer (the Consent Orders ). After lengthy negotiations among the parties regarding the Consent Orders, on 18 November 2014, Mr. O. K. Wong, the Two Individuals, Kingland Concrete and Kingland Holdings entered into a deed of settlement pursuant to which, among other things: the 2000 October Proceedings, the 2001 Winding-up Petitions and any disputes incidental to such proceedings shall be in full and final settlement; and on 21 November 2014, Mr. O. K. Wong sold, and the Two Individuals purchased, all shares held by Mr. O. K. Wong in the share capital of Kingland Concrete and Kingland Holdings based on terms agreed among the parties after arm s length negotiations. A bankruptcy petition was previously filed against Mr. O. K. Wong on 5 August 2003 by the Two Individuals concerning a sum of HK$177, (plus interest) due from Mr. O. K. Wong to the Two Individuals in connection with an agreement dated 22 December 1997 entered into among the three in relation to the purchase of a property in the name of one of the Two Individuals who held it on behalf of Mr. O. K. Wong and the Two Individuals in equal shares. On 23 September 2003, Mr. O. K. Wong settled the said sum. As such, by consent of the parties, it was ordered on 17 October 2003 that the said bankruptcy petition be withdrawn. Mr. O. K. Wong has been a director of (Shanghai Longxin Construction Decoration Engineering Company Limited) ( Shanghai Longxin ) which has a branch company in Guangzhou, namely, (Shanghai Longxin Construction Decoration Engineering Company Limited Guangzhou Branch) ( Shanghai Longxin GZ Branch ) whose business licence was revoked on 29 December 2008 due to its failure to complete annual inspection procedures within the prescribed time limit. In addition, Shanghai Longxin has not renewed its business licence and has not completed annual inspection procedures since 2009, which could result in penalties including a fine of between RMB10,000 and RMB100,000 and/or the revocation of its business licence. Further details regarding the above are set out below: 155

6 Shanghai Longxin was established in the PRC on 26 May 1994 as a limited liability company and is owned as to 42% by Kingland Concrete and as to 58% by a PRC entity. Shanghai Longxin has a board of directors comprising 3 nominees from the PRC shareholder and 2 nominees from Kingland Concrete. Kingland Concrete nominated Mr. O. K. Wong and one of the Two Individuals as directors of Shanghai Longxin since its establishment. Shanghai Longxin GZ Branch was established on 30 November 1999 pursuant to a board resolution of Shanghai Longxin. Mr. O. K. Wong confirmed that since the Dispute broke out in August 2000, he ceased to participate in the management and operation of Kingland Concrete and Kingland Holdings. Mr. O. K. Wong believed that his nomination by Kingland Concrete to act as a director of Shanghai Longxin was no longer in effect and ceased to be involved in the affairs of Shanghai Longxin and Shanghai Longxin GZ Branch. According to information retrieved from the Shanghai Pudong New District Market Supervisory Authority ( Pudong MSA ) (which is the government authority responsible for the company registration of Shanghai Longxin as advised by Dacheng Law Offices (Shanghai), the PRC legal adviser to the Company as to PRC laws (the PRC Legal Adviser )), Shanghai Longxin has not renewed its business licence since its original business licence expired on 25 May 2009, and it has not completed annual inspection procedures since As advised by the PRC Legal Adviser, such failures on the part of Shanghai Longxin could potentially result in penalties to be imposed by Pudong MSA on Shanghai Longxin including a fine of between RMB10,000 and RMB100,000 and/or the revocation of its business licence. As further advised by the PRC Legal Adviser, the relevant laws and regulations in the PRC do not impose legal liabilities on the directors of Shanghai Longxin due to the aforesaid failures on the part of Shanghai Longxin. The PRC Legal Adviser is of the opinion that the aforesaid failures on the part of Shanghai Longxin do not affect Mr. O. K. Wong s qualifications to act as director, supervisor or manager of other companies in the PRC. According to information retrieved from the Guangzhou Administration for Industry and Commerce( Guangzhou AIC ), the business licence of Shanghai Longxin GZ Branch was revoked pursuant to an penalty decision issued by Guangzhou AIC on 29 December 2008 due to the failure of Shanghai Longxin GZ Branch to complete annual inspection procedures within the prescribed time limit. As advised by the PRC Legal Adviser, the Regulations on Administration of Registration of Companies requires a company to apply for deregistration within 30 days after its business licence is revoked. However, according to information retrieved from Guangzhou AIC, there was no relevant record in relation to the deregistration of 156

7 Shanghai Longxin GZ Branch. The PRC Legal Adviser advised that the relevant laws and regulations in the PRC do not specify legal liabilities for the failure to apply for deregistration after revocation of business licence. After becoming aware of the aforesaid failures on the part of Shanghai Longxin and Shanghai Longxin GZ Branch, Mr. O. K. Wong, in his capacity as a director of Shanghai Longxin, called for the board of directors of Shanghai Longxin to take immediate remedial actions to rectify the aforesaid failures in accordance with the advice of the PRC Legal Adviser, including to apply for the deregistration of Shanghai Longxin and Shanghai Longxin GZ Branch. However, the board of directors of Shanghai Longxin, which is controlled by the nominees nominated by the PRC entity shareholder, has not taken any actions [up to the Latest Practicable Date] in response to Mr. O. K. Wong s demands. In view of the above and the fact that Mr. O. K. Wong was nominated by Kingland Concrete to act as a director of Shanghai Longxin and that he has ceased to participate in the management and operation of Kingland Concrete after the Dispute broke out in 2000, Mr. O. K. Wong considered it appropriate for him to resign as a director of Shanghai Longxin and has therefore delivered his written notice of resignation as a director of Shanghai Longxin to the board of directors of Shanghai Longxin on 7 May However, as advised by the PRC Legal Adviser, despite his written notice of resignation, Mr. O. K. Wong continues to be a director of Shanghai Longxin pursuant to the Company Lawuntil a replacement nominated by Kingland Concrete formally takes up his position with the relevant change in directorship properly registered with Pudong MSA. Up to the Latest Practicable Date, no such replacement has been nominated by Kingland Concrete. In addition, the PRC Legal Adviser consulted Pudong MSA and was informed that due to the current status of Shanghai Longxin, Pudong MSA would only process such change in directorship together with an application for deregistration (for which the board of directors of Shanghai Longxin has not taken any action up to the Latest Practicable Date as mentioned above). Mr. O. K. Wong undertakes that so long as he continues to be a director of Shanghai Longxin under the applicable PRC laws and regulations, he will use his best endeavour in his capacity as a director of Shanghai Longxin to demand the board of directors of Shanghai Longxin to take all necessary actions to rectify any failures or non-compliances in relation to the above. The PRC Legal Adviser is of the opinion that the aforesaid failures on the part of Shanghai Longxin and Shanghai Longxin GZ Branch will not result in any personal legal liabilities on Mr. O. K. Wong and will not affect Mr. O. K. Wong s qualifications to act as director, supervisor or manager of other companies in the PRC. 157

8 Ms. WONG Sze Chai, aged [33], is an executive Director, the chief executive officer of our Group and the compliance officer of our Company. She is responsible for the overall management and administration of our business operations. She was appointed as an executive Director on 19 March She is also a director of Modern Concrete, Modern (ED), Modern Macau, HKCM, Yong Jie, Jian Hao, Zhao Lang, Hao Long and Qun Jin. She is the daughter of Mr. O. K. Wong. Ms. S. C. Wong joined our Group in October 2004 and has since then accumulated over 10 years of experience in our business operations. Ms. S. C. Wong obtained a bachelor s degree in science in civil engineering from The Bulacan State University in the Philippines in June 2012 through a distance-learning programme. She also obtained a master s degree of engineering management from The University of Technology, Sydney in June 2014 through a distance-learning programme. She has also completed various courses organised by the Construction Industry Council including the Registered Minor Works Contractors (Company) Supplementary Course in October 2010, the Applications of Quantity Surveying (Measurement) Course in March 2011, and the Demolition of Building Course for Supervisors/Foreman in November In addition, she has also obtained the Certificate of ISO 14001:2004 Internal Auditor Training in June Independent non-executive Directors Ms. CHAN Yuen Ying Stella, aged [44], was appointed as an independent non-executive Director on []. Ms. Chan is currently a director of Uni-1 Corporate Services Limited, a firm providing services in relation to regulatory compliance, corporate governance and corporate secretarial matters. She is a fellow member of the Institute of Chartered Secretaries and Administrators and a fellow member of the Hong Kong Institute of Company Secretaries. Ms. Chan obtained a higher certificate in the Company Secretaryship and Administration from the Hong Kong Polytechnic University in October She has over 15 years of experience in handling listed company matters, and had been working in company secretarial departments in various companies listed on the Stock Exchange. Ms. Chan currently holds the following positions in companies listed on the Stock Exchange: Company Stock code Position currently held by Ms. Chan China Oil and Gas Group Limited 603 Company secretary Landsea Green Properties Co., Limited 106 Company secretary Enterprise Development Holdings Limited 1808 Company secretary Changshouhua Food Company Limited 1006 Company secretary Trony Solar Holdings Company Limited 2468 Company secretary Carnival Group International Holdings 996 Company secretary Limited China Zhongsheng Resources Holdings 2623 Company secretary Limited Sino Prosper (Group) Holdings Limited 766 Company secretary 158

9 Mr. KO Chi Keung, aged [59], was appointed as an independent non-executive Director on []. Mr. Ko has over 23 years of experience working in the area of auditing and consultancy. He was employed by Pricewaterhousecoopers Hong Kong (formerly known as Coopers & Lybrand Hong Kong), Chan, Li, Law & Co and LKY China in his professional career. He is currently the managing partner of LKY China, an accounting and consultancy firm. Mr. Ko was admitted as an associate of The Chartered Association of Certified Accountants in July 1987, an associate of the Certified Practising Accountants Australia in February 1991, and a fellow of the Hong Kong Institute of Certified Public Accountants in December Mr. Ko is currently a Certified Tax Adviser of the Taxation Institute of Hong Kong. Mr. Ko graduated from The Chinese University of Hong Kong with a degree of bachelor of business administration in December He also obtained a degree of master of philosophy from Sun Yat-sen University, the PRC in December Mr. Ko is currently an independent non-executive director of KSL Holdings Limited (stock code: 8170), the issued shares of which are listed on GEM. He was an executive director of Sparkle Roll Group Limited (Stock code: 970) (formerly known as Jade Dynasty Group Limited) from August 2002 to September 2007 and its non-executive director from October 2007 to August Mr. ONG Chi King, aged [42], was appointed as an independent non-executive Director on []. Mr. Ong is an associate of The Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants. He received a bachelor of business administration degree in accounting from the Hong Kong University of Science and Technology in Hong Kong in November 1995 and a master s degree in corporate finance from The Hong Kong Polytechnic University of Hong Kong in November Mr. Ong has over 19 years of experience in accounting, finance and company secretarial fields and held senior positions in finance and company secretarial departments in various companies listed on the Stock Exchange. Mr. Ong currently holds the following positions in companies listed on the Stock Exchange: Company Stock code Position currently held by Mr. Ong Yue Da Mining Holdings Limited 629 Company secretary Capital VC Limited 2324 Independent non-executive director China Environmental Resources Group Limited 1130 Independent non-executive director Hong Kong Education (Int l) Investments Limited 1082 Independent non-executive director King Force Security Holdings Limited 8315 Independent non-executive director KSL Holdings Limited 8170 Independent non-executive director 159

10 Company Stock code Position currently held by Mr. Ong Larry Jewelry International Company Limited 8351 Independent non-executive director WLS Holdings Limited 8021 Independent non-executive director Apart from the above, he was also an executive director of Deson Development International Holdings Limited (Stock code: 262) from March 2005 to June Mr. Ong was a director of Fitness Concept International Holdings Limited prior to its dissolution. The said company was incorporated in the Cayman Islands and was dissolved on 30 June 2005 by striking off due to cessation of business. Disclosure required under Rule 17.50(2) of the GEM Listing Rules Save as disclosed above, each of our Directors confirms with respect to him/her that: (i) he has not held directorships in the last three years in other public companies the securities of which are listed on any securities market in Hong Kong or overseas; (ii) he/she does not hold any other position in our Company or any of its subsidiaries; (iii) save as disclosed in the section Further information about Substantial Shareholders, Directors and experts 1. Disclosure of interests in Appendix IV to this document, he/she does not have any interests in the Shares within the meaning of Part XV of the SFO; (iv) there is no other information that should be disclosed for pursuant to Rule 17.50(2) of the GEM Listing Rules; and (v) to the best of the knowledge, information and belief of our Directors having made all reasonable enquiries, there are no other matters with respect to the appointment of our Directors that need to be brought to the attention of our Shareholders. SENIOR MANAGEMENT The following table sets out the information regarding the senior management team of our Group: Name Age Date of joining our Group Position Principal responsibilities Relationship with other Director(s) and/or senior management Mr. WONG Oi Kwan [55] October 2002 Executive Director and Chairman of the Board Overall business development and financial and strategic planning of our Group Father of Ms. Wong Sze Chai Ms. WONG Sze Chai [33] October 2004 Executive Director, Chief Executive Officer and Compliance Officer Overall management and administration of our business operations Daughter of Mr. Wong Oi Kwan 160

11 Name Age Date of joining our Group Position Principal responsibilities Relationship with other Director(s) and/or senior management Mr. TAM Shu Tao [69] July 2010 Chief Technical Officer Supervising and providing technical support to the performance of concrete demolition works Nil Mr. LEUNG Poon Yee [30] April 2015 Financial Controller and Company Secretary Overseeing our financial reporting, financial planning, treasury, financial control and company secretarial matters Nil Mr. WOO Yuen Leung, Danny [41] December 2013 Project Manager and Administration Manager Managing our concrete demolition works and overseeing administrative matters Nil Mr. WONG Oi Kwan is the chairman of the Board and an executive Director. Please refer to the section Directors and senior management Directors for his biographical information. Ms. WONG Sze Chaiis an executive Director and the chief executive officer of our Group. Please refer to the section Directors and senior management Directors for her biographical information. Mr. TAM Shu Tao, aged [69], is our chief technical officer mainly responsible for supervising and providing technical support to the performance of concrete demolition works. Mr. Tam joined us in July Mr. Tam graduated from the Hong Kong Polytechnic (now known as The Hong Kong Polytechnic University) with an associateship in building technology and management in November He was awarded the Construction Safety Officer Certificate from the Construction Industry Training Authority in August He has obtained the certificate of a training course for Registration as Asbestos Consultants under the Air Pollution Control (Amendment) Ordinance from the Hong Kong Polytechnic in August 1994, as well as the certificate of HASTAM s Construction CHASE Auditor s Course in July 1995, the certificate of Effective Site Safety Training and Instructing Techniques jointly issued by the Hong Kong Construction Association and the Construction Industry Training Authority in June 1996, and the fellowship certificate from the Japan Construction Safety and Health Association in July Mr. Tam has also obtained the certificate of Demolition of Building Course for Supervisors/Foremen from the Construction Industry Training Authority 161

12 in March 2000, the certificate of Metal Scaffolding Course from the Construction Industry Training Authority in May 2002, and the Certificate of Safety Auditor Training Scheme from Industrial Technology Consultants Limited in April Mr. Tam has been a fellow of the Hong Kong Institute of Construction Managers since May 1997, and a fellow of the Architecture and Surveying Institute since July He has also been a member of the Hong Kong Institute of Engineers since March 1990 and a professional member of the Royal Institution of Chartered Surveyors since December Mr. Tam has served in the following bodies of the Hong Kong Government: Government bodies Capacity in which Mr. Tam has served Duration Disciplinary Panel of Registered Safety Auditor of Economic Development and Labour Department Asbestos Administration Committee of the Environmental Protection Department Member 1 March 2003 to 28 February 2006 Member 8 March 2008 to 8 March 2010 Mr. Tam has also served on the following industry organisations: Industry organisations Safety Specialist Group of the Hong Kong Institute of Engineers Learned Society of the Hong Kong Institution of Engineers Capacity in which Mr. Tam has served Chairman Member Duration 2002/2003 session 2002/2003 session Hong Kong Occupational Safety and Health Association Safety ambassador May 1998 Occupational and Safety Award organized by the Occupational Safety and Health Council Member of the Site Assessment Team Member of the working group Mr. Tam has not held any directorship in any public listed company in the past three years. Mr. LEUNG Poon Yee, aged [30], is our financial controller and the company secretary of our Company. He is mainly responsible for our financial reporting, financial planning, treasury, financial control and company secretarial matters. Mr. Leung joined us in April

13 Prior to joining us, Mr. Leung was employed, among others, by; (i) Poon & Tong C.P.A. Limited as a staff auditor from March 2005 to September 2007; (ii) Shinewing (HK) CPA Limited as a senior accountant from August 2010 to January 2012; (iii) KPMG as an assistant manager from January 2012 to August 2013; (iv) Accelera Yacht Limited as a financial controller from August 2013 to April Mr. Leung obtained a bachelor s degree in accounting and finance from The Leeds Metropolitan University in June Mr. Leung has been a member of the Hong Kong Institute of Certified Public Accountants since May He has also been an associate member of Hong Kong Association of Accounting Technicians Limited since November He has not held any directorship in any public listed company in the past three years. Mr. WOO Yuen Leung Danny, aged [41], is our project manager and administration manager mainly responsible for managing our concrete demolition works and overseeing our administrative matters. Mr. Woo joined us in 16 December Prior to joining us, Mr. Woo was employed, among others, by (i) Freescale Semiconductor (HK) Limited as a facility engineer from July 1997 to March 2012; (ii) China Sky Fire Engineering Limited as a technical consultant from April 2012 to June 2013; and (iii) Run Interactive Limited as a technical director for one and a half year until Mr. Woo obtained a bachelor s degree in engineering from The University of Hong Kong in December He has also completed a Certificate of Construction Safety Supervisor Course and a Demolition of Building Course for Supervisors/Foremen organised by the Construction Industry Council in July He has also a certificate of completion of the Hazard Identification Activity Training from the Occupational Safety & Health Council in August COMPANY SECRETARY Mr. LEUNG Poon Yeeis the company secretary of our Company. Details of his qualifications and experience are set out in the paragraph headed Senior management above in this section. COMPLIANCE OFFICER Ms. WONG Sze Chai was appointed as the compliance officer of our Company on [] Please refer to the section Directors and senior management Directors in this document for the profile of Ms. S. C. Wong. REMUNERATION POLICY The executive Director, the independent non-executive Directors and senior management receive compensation in the form of director fees, salaries, benefits in kind and/or discretionary bonuses with reference to those paid by comparable companies, time commitment and the performance of our Group. Our Group also reimburses our Directors and senior management for expenses which are necessarily and reasonably incurred for the provision of services to our Group or executing their functions in relation to the operations 163

14 of our Group. Our Group regularly reviews and determines the remuneration and compensation packages of our Directors and senior management by reference to, among other things, market level of remuneration and compensation paid by comparable companies, the respective responsibilities of our Directors and the performance of our Group. After [REDACTED], the remuneration committee of our Company will review and determine the remuneration and compensation packages of our Directors with reference to their responsibilities, workload, the time devoted to our Group and the performance of our Group. Our Directors may also receive options to be granted under the Share Option Scheme. REMUNERATIONS OF The remunerations of our executive Directors for the Track Record Period are set out in the following table. During the Track Record Period, our independent non-executive Directors have not yet been appointed and have not received any directors remuneration in the capacity of independent non-executive Directors. Year ended 31 March 2014 Salaries, Fees allowances and benefits in kind Discretionary bonuses Retirement scheme contributions Total HK$ 000 HK$ 000 HK$ 000 HK$ 000 HK$ 000 Executive directors Mr. O. K. Wong Ms. S. C. Wong , ,321 Year ended 31 March 2015 Executive directors Mr. O. K. Wong Ms. S. C. Wong , ,414 During the Track Record Period, no emoluments were paid by our Group to our Directors as an inducement to join or upon joining our Group or as compensation for loss of office. No director has waived or agreed to waive any emoluments during the Track Record Period. Under the arrangements currently proposed, conditional upon the [REDACTED], the basic annual remuneration (excluding payment pursuant to any discretionary benefits or bonus or other fringe benefits) payable by our Group to each of our Directors will be as follows: 164

15 HK$ Executive Directors Mr. O. K. Wong [912,000] Ms. S. C. Wong [480,000] Independent non-executive Directors Ms. CHAN Yuen Ying Stella [144,000] Mr. KO Chi Keung [144,000] Mr. ONG Chi King [144,000] For each of the two years ended 31 March 2014 and 2015, our Group s five highest paid individuals included Mr. O. K. Wong and Ms. S. C. Wong. The emoluments of Mr. O. K. Wong and Ms. S. C. Wong during the Track Record Period are disclosed above. The table below sets out the emoluments of the remaining highest paid individuals for each of the years ended 31 March 2014 and 2015: Year ended 31 March HK$ 000 HK$ 000 Salaries, wages and other benefits 1,280 1,454 Discretionary bonuses Contributions to defined contribution retirement plans ,388 1,736 The emoluments of the above individuals are within the following bands: Number of individuals HK$ nil to HK$1,000, During the Track Record Period, no emoluments were paid by our Group to the above highest paid individuals as an inducement to join or upon joining our Group or as compensation for loss of office as a director or management of any members of our Group. BOARD COMMITTEES Audit committee Our Company established an audit committee on [] 2015 with its written terms of reference in compliance with the GEM Listing Rules. The primary duties of the audit committee are to review and supervise our financial reporting process and internal control system, nominate and monitor external auditors and to provide advice and comments to the Board on matters related to corporate governance. 165

16 The audit committee of our Company consists of three members, being Mr. Ong Chi King, Mr. Ko Chi Keung and Ms. Chan Yuen Ying, Stella. Mr. Ong Chi King currently serves as the chairman of the audit committee. Remuneration committee Our Company established a remuneration committee on [] 2015 with its written terms of reference in compliance with the GEM Listing Rules. The primary duties of the remuneration committee are to make recommendations on the remuneration of our Company s senior management and to recommend members of the Board. The remuneration committee of our Company consists of three members, being Mr. Ko Chi Keung, Ms. S. C. Wong and Mr. Ong Chi King. Mr. Ko Chi Keung currently serves as the chairman of the remuneration committee. Nomination committee Our Company established a nomination committee on [] 2015 with its written terms of reference by reference to the code provisions of the Corporate Governance Code and Corporate Governance Report set out in Appendix 15 to the GEM Listing Rules. The primary duties of the nomination committee are to make recommendations to the Board regarding candidates to fill vacancies on the Board and/or in senior management. The nomination committee of our Company consists of three members, being Mr. O. K. Wong, Mr. Ko Chi Keung and Ms. Chan Yuen Ying, Stella. Mr. O. K. Wong currently serves as the chairman of the nomination committee. CORPORATE GOVERNANCE Our Company will comply with the Corporate Governance Code in Appendix 15 to the GEM Listing Rules. Our Directors will review our corporate governance policies and compliance with the Corporate Governance Code each financial year and comply with the comply or explain principle in our corporate governance report which will be included in our annual reports upon the [REDACTED]. COMPLIANCE ADVISER In accordance with Rule 6A.19 of the GEM Listing Rules, our Company has appointed Messis Capital Limited as its compliance adviser. Pursuant to Rule 6A.23 of the GEM Listing Rules, our Company will consult with and 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; 166

17 (2) where a transaction, which might be a notifiable or connected transaction, is contemplated including share issues and share repurchases; (3) where our Company proposes to use the proceeds of the initial public offering in a manner different from that detailed in the [REDACTED] document or where the business activities, developments or results of our Company deviate from any forecast, estimate, or other information in the [REDACTED] document; and (4) where the Stock Exchange makes an inquiry of the listed issuer under Rule of the GEM Listing Rules. The term of appointment of the compliance adviser of our Company shall commence on the [REDACTED] Date and end on the date on which our Company complies with Rule of the GEM Listing Rules in respect of the financial results for the second full financial year commencing after the [REDACTED] Date and such appointment shall be subject to extension by mutual agreement. The compliance adviser of our Company shall provide us with services, including guidance and advice as to compliance with the requirements under the GEM Listing Rules and applicable laws, rules, codes and guidelines, and to act as one of our principal channels of communication with the Stock Exchange. 167