Directors, Senior Management, and Employees
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THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES MEMBERS OF OUR BOARD AND SENIOR MANAGEMENT Our Board has the ultimate responsibility for the management of our Company. The powers and duties of our Board include convening general meetings and reporting our Board’s work at our Shareholders’ meetings, determining our business and investment plans, preparing our annual financial budgets and final reports, formulating proposals for profit distributions and for the increase or reduction of our registered capital as well as exercising other powers, functions and duties as conferred by our Memorandum and Articles. Our Board currently consists of five Directors, comprising two executive Directors and three independent non-executive Directors. Our senior management team consists of four individuals. The table below sets forth the brief information regarding our Directors and senior management: Directors Relationship with Date of other Directors Date of joining appointment as and/or our senior Name Age Position our Group Director Responsibilities in our Group management Mr. CHU Kwok Fun 49 Executive Director, 4 May 2007 14 November Primarily responsible for the overall N/A (朱國歡先生) Chairman, and Chief 2018 management, strategic planning, Executive Officer and development of our business operations Mr. TSANG Chiu Wan 61 Executive Director 1 February 24 May 2019 Primarily responsible for supervising, N/A (曾昭維先生) 2011 managing and overseeing the day- to-day operation and administration of our business Ms. LEUNG Yin Fai 55 Independent non- 5 March 2020 5 March 2020 Supervising and providing N/A (梁燕輝女士) executive Director independent advice to our Board Mr. MA Tsz Chun 54 Independent non- 5 March 2020 5 March 2020 Supervising and providing N/A (馬時俊先生) executive Director independent advice to our Board Ms. YUEN Wai Yee 45 Independent non- 5 March 2020 5 March 2020 Supervising and providing N/A (袁慧儀女士) executive Director independent advice to our Board – 183 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES Senior management Relationship with other Director(s) Date of joining and/or our senior Name Age Position our Group Responsibilities in our Group management Mr. MO Wan Fai 57 Senior manager (tender 22 September 2011 Responsible for tendering, N/A (毛雲輝先生) and procurement) procurement, preparing claims, and project budgeting Mr. PHUA Chau Yuen 36 Senior project manager 1 November 2012 Responsible for overall N/A (潘秋源先生) coordination and management of assigned projects, including project design, site supervision, and completion for our façade works projects Mr. LI Hing Chung 55 Senior project manager 28 August 2015 Responsible for overall N/A (李慶聰先生) coordination and management of assigned projects, including project design, site supervision, and completion for our building metal finishing works projects Mr. LEE Wai Hung 52 Financial controller and 2 October 2018 Overseeing financial and N/A Garic (李偉鴻先生) company secretary compliance matters of our Group BIOGRAPHICAL INFORMATION OF OUR DIRECTORS Executive Directors Mr. CHU Kwok Fun (朱國歡先生), aged 49, is our executive Director, Chairman, Chief Executive Officer, and one of our Controlling Shareholders. Mr. CHU has been the sole shareholder and the sole director of ICGL (Hong Kong) since its incorporation on 4 May 2007. Mr. CHU was appointed as a Director on 14 November 2018 and was redesignated as an executive Director on 19 September 2019. Mr. CHU is primarily responsible for the overall management, strategic planning, and development of our business operations. – 184 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES Mr. CHU has over 22 years of work experience in construction project management. From March 1997 to February 2001, Mr. CHU worked in Hip Hing Construction Co., Ltd., a private company engaged principally in building works, with his last position as a project coordinator and was responsible for assisting project manager in project coordination and management. Mr. CHU then started a business venture by cooperating with two Independent Third Parties for the establishment of INKA Limited, a private company incorporated in Hong Kong, in which Mr. CHU was a director and one of the shareholders from February 2001 to May 2010. During that period, Mr. CHU was responsible for the overall project management, major business decisions and development strategy of INKA Limited. In May 2010, in order to focus on his own business (carried out by ICGL (Hong Kong)) and the overseas façade works and building metal finishing works projects undertaken as stated below, Mr. CHU resigned as the director of INKA Limited, and transferred 16 shares and 17 shares, representing his entire interests in INKA Limited, to two Independent Third Parties for cash consideration of HK$16 and HK$17, respectively. The considerations were determined with reference to the par value of the shares of INKA Limited. INKA Limited had never been a member of our Group. Mr. CHU confirms that he does not have any dispute with the two Independent Third Parties. Apart from undertaking projects in Hong Kong, Mr. CHU also had experience in undertaking building metal finishing works projects in Dubai and façade works project in Macau. From October 2008 to October 2014, Mr. CHU cooperated with certain shareholders of INKA (ICGL) Limited and a local resident in Dubai, an Independent Third Party, to establish ICGL Technical Works (L.L.C.), a limited liability company incorporated in the United Arab Emirates, for the building metal finishing works projects for certain train stations in Dubai. Mr. CHU was one of the partners of ICGL Technical Works (L.L.C.). ICGL Technical Works (L.L.C.) which was eventually deregistered in October 2014 due to cessation of business. In April 2010, Mr. CHU cooperated with an Independent Third Party to establish a limited company in Macau, ICGL Technical Works (Macau) Ltd., for the façade works project for a composite development in Macau. In October 2012, the Independent Third Party sold all his shares in ICGL Technical Works (Macau) Ltd at par to Mr. CHU and Mr. TSANG. After completion of the façade works project, Mr. CHU and Mr. TSANG sold all their shares at par to an Independent Third Party in July 2016. From April 2010 to July 2016, Mr. CHU was a shareholder of ICGL Technical Works (Macau) Ltd. Mr. CHU confirms that he does not have any dispute with the shareholders of ICGL Technical Works (L.L.C.) and ICGL Technical Works (Macau) Ltd.. For further information of ICGL Technical Works (L.L.C.) and ICGL Technical Works (Macau) Ltd., see the sections headed ‘‘Relationship with our Controlling Shareholders — Interests of our Controlling Shareholders in other business — ICGL Technical Works (L.L.C.)’’ and ‘‘Relationship with our Controlling Shareholders — Interests of our Controlling Shareholders in other businesses — ICGL Technical Works (Macau) Ltd.’’ in this document. Mr. CHU graduated from Hong Kong Polytechnic (presently known as The Hong Kong Polytechnic University) with the higher diploma in structural engineering in October 1992. Before joining the construction industry, Mr. CHU had worked for the Hong Kong Government as a technical officer (civil), a private enterprise and a social service organisation from October 1992 to March 1997. – 185 – THIS DOCUMENT IS IN DRAFT FORM, INCOMPLETE AND SUBJECT TO CHANGE AND THAT THE INFORMATION MUST BE READ IN CONJUNCTION WITH THE SECTION HEADED ‘‘WARNING’’ ON THE COVER OF THIS DOCUMENT. DIRECTORS, SENIOR MANAGEMENT, AND EMPLOYEES Mr. CHU was a director of the following dissolved private companies. The relevant details are as follows: Place of Means of Reasons of Name of company incorporation Nature of business Date of dissolution dissolution dissolution Constant Raise . Hong Kong Provision of construction 21 September 2018 Deregistration Cessation of business site cleaning, manual, andtouchingupworks services to ICGL (Hong Kong) (1) JSM Limited(2) ....... HongKong Tradingofbuilding 17 February 2017 Deregistration Cessation of business materials ICGL Technical Works Hong Kong Provision of management 6 January 2017 Deregistration Cessation of business Limited(3) ........ services to ICGL Technical Works (L.L.C.) ICGL Technical Works United Arab Undertaking metal 27 October 2014 Deregistration Cessation of business (L.L.C.)(4) ........ Emirates finishing works project for certain train stations in Dubai CT Capital Holdings Hong Kong Investment holding 21 March 2014 Deregistration Cessation of business Limited......... Shenzhen Shi Tangrenjie PRC Dessert production and 16 April 2013 Deregistration Cessation of business Catering Service Co., selling Ltd. (深圳市糖人街餐飲服務 有限公司)........ Oriental Holdings Hong Kong Investment holding 13 July 2012 Deregistration Never conducted any Limited......... business activity INKA (ICGL) Hong Kong Metal works 26 February 2010 Deregistration Never conducted any Limited(5) ........ business activity IESEM Co. Limited . Hong Kong Fashion trading 26 April 2002 Striking-off (6) Cessation of business – 186