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AIM RULE 26

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:

  • monitor the financial reporting and internal control principles of the Company;
  • maintain appropriate relationships with external auditors including considering the appointment and remuneration of external auditors;
  • review all financial results of the Company, including all announcements in respect thereof before submission of the relevant documents to the Board;
  • review and discuss (where necessary) any issues and recommendations of the external auditors including reviewing the external auditors' management letter and management's response;
  • consider all major findings of internal operational audit reviews and management's response to ensure co-ordination between internal and external auditors;
  • review the Board's statement on internal reporting systems and keep the effectiveness of such systems under review; and
  • consider all other relevant findings and audit programmes of the Company.

The Audit Committee is authorised to:

  • investigate any activity within its terms of reference;
  • seek any information it requires from any employee of the Company; and
  • obtain, at the Company's expense, outside legal or other independent professional advice and to secure the attendance of such persons at meetings as it considers necessary and appropriate.

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:

  • ensure that the executive directors are fairly rewarded for their individual contributions to the overall performance of the Company;
  • consider the remuneration packages of the executive directors and any recommendations made by the managing director for changes to their remuneration packages including in respect of bonuses (including associated performance criteria), other benefits, pension arrangements and other terms of their service contracts and any other matters relating to the remuneration of or terms of employment applicable to the executive directors that may be referred to the Remuneration Committee by the Board;
  • oversee and review all aspects of any share option schemes adopted by the Company including the selection of eligible directors and other employees and the terms of any options granted;
  • demonstrate to the Shareholders that the remuneration of the executive directors is set by an independent committee of the Board; and
  • consider and make recommendations to the Board about the public disclosure of information about the executive directors’ remuneration packages and structures in addition to those required by law or by the London Stock Exchange.

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:

  • investigate any activity within its terms of reference;
  • seek any information it requires from any employee of the Company;
  • assess the remuneration paid by other UK listed companies of a similar size in any comparable industry sector and to assess whether changes to the executive directors remuneration is appropriate for the purpose of making their remuneration competitive; and
  • obtain, at the Company’s expense, outside legal or other independent professional advice and to secure the attendance of such persons at meetings as it considers necessary and appropriate.

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:
ShareholderNumber of SharesPercentage of Issued Share Capital
Mr. Jinbi He41,437,500*48.25%
Mr. Guangfan Mai19,500,000**22.71%
Mr. Yuktong Yip10,156,25011.83%
Mr. Yungkon Yip10,156,25011.83%

*18,776,875 of these Ordinary Shares are registered in the name of Mr. Jinbi He's wife.
**3,900,000 of these Ordinary Shares are registered in the name of Mr. Guangfan Mai'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.
DateNotification
29 June 2007Final Results
29 June 2007Directorate Change
6 February 2007Prince Continues Expansion
27 November 2006Restaurants Added to Chain
29 September 2006Interim Results
31 August 2006Admission to AIM
Last update: 13 August 2007.

Advisers

Nominated Adviser and Broker WH Ireland Limited
11 St James's Square
Manchester M2 6WH
Reporting Accountants to the Company BDO Stoy Hayward LLP
Connaught House
Alexandra Terrace
Guildford GU1 3DA
Auditors to the Company BDO Shenzhen Dahua Tiancheng
11/F B Block
Union Square
5002 Binhe Road
Futian District
Shenzhen
People's Republic of China
UK Legal Advisers to the Company Halliwells LLP
St James's Court
Brown Street
Manchester M2 2JF
BVI Legal Advisers to the Company Conyers Dill & Pearman
2901, One Exchange Square
8 Connaught Place
Central
Hong Kong
Hong Kong Legal Advisers to the Company Johnson Stokes & Master
16th - 19th Floors
Prince's Building
10 Chater Road
Hong Kong

Robertsons Solicitors & Notaries
57th Floor
The Center
99 Queen's Road
Central
Hong Kong
PRC Legal Advisers to the Company Jincheng & Tongda Law Firm
11/F Huaxia Bank Plaza
No. 22 Jian Nei Avenue
Beijing
People's Republic of China
100005
Solicitors to the Placing Cobbetts LLP
Ship Canal House
King Street
Manchester M2 4WB
PRC Consultant to the Company Goldenway International Capital Limited
Room 1809 Prime Tower
22 Chaowai Street
Beijing
People's Republic of China
100020
Registrars Capita Registrars (Jersey) Limited
Victoria Chambers
Liberation Square
1/3 The Esplanade
St Helier
Jersey
Financial PR Agents to the Company First City Financial Limited
10 Percy Street
London W1T 1DA
Depositary Capita IRG Trustees Limited The Registry
34 Beckenham Road
Beckenham
BR3 4TU
 
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