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The information set out below is being disclosed in accordance with AIM Rule 26 and was last updated on 13 August 2007. Description of Business Prince Catering & Management (Overseas) Limited is principally involved in the operation of luxury Cantonese restaurants in China and Hong Kong. It operates one restaurant through a wholly owned subsidiary, one restaurant through a 51% owned subsidiary and 12 others which are operated as managed restaurants. In addition, the Company and its subsidiaries operate a luxury hotel and a separate health club under management contracts. Directors Mr. Guangfan Mai, aged 38 - Chief Executive Officer Mr. Mai is the Vice Chairman of the China Catering Association and Honorary Chairman of the Shenzhen Association of Hotels and Restaurants. A citizen of Hong Kong, Mr. Mai has 20 years experience in catering and catering management. As Chief Executive Officer of the Company and one of the main shareholders, he is responsible for the culinary and creative direction of the Group. Mr. Mai spends approximately 100 days a year in the kitchens improving the ''Prince'' menu and another 100 days a year training the Group's chefs. Mr. Honkeung Shum, aged 48 - Executive Director Mr. Shum is a senior hotelier. He was the accountant, founder and senior member of the Hong Kong Hotel Controllers and Accountants Association. His 20 years of hotel and restaurant experience included working as a revenue accountant in the Mandarin Oriental Hong Kong Hotel, as financial controller in the Ambassador Hotel, Hong Kong; as assistant financial controller in the Shangri-La Hotel Shenzhen; as deputy group general manager in the TEDA Hotels Management Limited and as group financial controller at Seaport Catering Management Limited. As an executive director of the Company and the general manager of Prince Catering, he is in charge of the day to day operation and business development of the Group. Mr. Jinbi He, aged 42 - Executive Director Mr. He is the president of Xi'an Maike Investment and Holdings Corporation Limited and the Chief Executive Officer of Xi'an Maike Metal International Group Co., Ltd, a copper trading company with an annual turnover of US$300m in 2004. Since its inception in 1993, Xi'an Maike Group has been involved in metal and non-ferrous metal trading, in both domestic and export markets, as well as real estate development and management and catering. Mr. He, as one of the main shareholder of the Group, is responsible for formulating the business and strategic development of the Group. Mr. He is currently studying for an MBA at the Chinese University of Hong Kong. Mr. Yuktong Yip, aged 42 - Executive Director Mr. Yip, a Hong Kong citizen, is responsible for formulating the strategy of the Group's expansion, especially in the south of China where he is based. Mr. Yip is a native of Dongguan, Guangdong province and migrated to Hong Kong in 1980. From 1980 to 1988, Mr. Yip worked in the Hong Kong clothing and textile industry. In 1988, he established Fly Eagle (H.K.) Enterprises Company, primarily engaged in electronic goods trading. In 1996, Mr. Yip founded Sky Wise Holdings Limited which is involved in consumer electronics manufacturing and logistics. Mr. Yip is currently studying for an MBA at Qinghua University. Mrs. Lauren K. K. Wu Lau, aged 51 - Non-executive Director Mrs. Lau qualified as a Chartered Certified Accountant in the UK in 1986 and joined Kennic L.H. Lui & Co in the same year after returning to Hong Kong. Mrs. Lau is a fellow member of the Association of Chartered Certified Accountants, a fellow practicing member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Taxation Institute of Hong Kong. She has had experience in auditing, tax planning, and corporate finance. Mrs. Lau's technical expertise in both auditing and corporate finance, together with her understanding of business customs and practice in Hong Kong and the United Kingdom enables her to provide considerable support and assistance to clients, particularly in start up situations and corporate planning. Mrs. Lau was a council member of the Society of Chinese Accountants and Auditors from 1999 to 2001. Richard Nicholas Tanner, aged 59 - Non-executive Director Richard Tanner is a partner of Tanner De Witt solicitors in Hong Kong, a partnership which he founded in 1999. Mr. Tanner specialises in corporate and commercial law, acting for both local and overseas clients. He advises on the establishment and operation of companies in Hong Kong and China, mergers and acquisitions and contracts. He also advises on the protection and registration of trademarks, banking arrangements and employment law. Mr. Tanner qualified as a solicitor in England and Wales in 1978, and was the senior legal adviser to 3i Plc before he moved to Hong Kong in 1985. Mr. Tanner qualified as a solicitor in Hong Kong in 1985. He is a member of the Guidance Committee of the Law Society of Hong Kong which provides guidance and advice to members of the profession relating to professional ethics. Board Committees Audit Committee Audit Committee meetings are held as required. The Audit Committee comprises Richard Tanner and Lauren Lau, both of whom are independent non-executive directors of the Company. The Audit Committee has unrestricted access to the Group's external auditors. The Audit Committee meets twice in every year and any other time as required by either the chairman of the Audit Committee, the finance director of the Company or the external auditors of the Company. in addition, the Audit Committee meets with the external auditors of the Company (without any of the executives attending) at least once a year. Persuant to the terms of reference of the Audit Committee, the Audit Committee shall, inter alia:
The Audit Committee is authorised to:
Remuneration Committee The Remuneration Committee comprises Richard Tanner and Lauren Lau, both of whom are non-executive directors of the Company. Persuant to the terms of reference of the Remuneration Committee, the Remuneration Committee shall, inter alia:
The chairman of the Remuneration formally reports to the Board on its proceedings after each meeting on all matters within its duties and responsibilities. The Remuneration Committee is authorised to:
Country of Incorporation and Main Country of Operation The company is incorporated and registered in the British Virgin Islands under the International Business Companies Act 1984 (as amended) with registered number 660106. Its main country of operation is the People's Republic of China. Statement Regarding Rights of Shareholders The Company is not incorporated in the UK, and therefore the rights of shareholders may be different from the rights of shareholders in a UK incorporated company and accordingly they should refer to the Company's articles of association, which can be located below. Constitutional Documents Articles of Association (PDF, 2.23MB)Details of Any Other Exchanges or Trading Platforms Prince Catering & Management (Overseas) Limited is not listed on any other exchanges or platforms. Number of Securities in Issue The number of AIM securities in issue: 4,625,947. As far as is known to the Company, the only persons who, directly or indirectly, were interested in three per cent or more of the Company's share capital as at 13 August 2007 were as follows:
*18,776,875 of these Ordinary Shares are registered in the name of Mr. Jinbi He's wife. The percentage of shares that are not in public hands is 95%. Details of Any Restrictions on the Transfer of Securities There are no restrictions on the transfer of securities. Annual Report 2006 Report & Accounts (PDF, 7MB)Notifications The following notofications have been issued within the past 12 months.
Advisers
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