CORPORATE GOVERNANCE

HKE Holdings Limited (“The Group”) is governed by the Board which is responsible for overseeing the overall business development, formulating corporate and business strategies, and evaluating the financial performance of the Group.

The Board also sets the overall policies including internal control and risk management procedures of the Group to strive a high-level standard of corporate governance.

The Board meets regularly throughout the year to formulate overall corporate strategy, monitor business development as well as the financial performance of the Group.

The Board has delegated certain duties and authorities to the management for ensuring the effectiveness of business development and efficiency of the business operation for the traditional as well as new business of the Group and managing of financial reporting, investor relations, tax and treasury matters of the Group.

The Board may discharge its corporate governance duties by the establishment of board committees and delegation of certain managerial and administrative functions to the management.

Board of Directors

 

Lin Ho Man

Executive Director & Chairman

 

Mr. Lin Ho Man, is the chairman of the Board (the “Chairman”) and an executive Director. He was appointed as the Chairman and a non-executive Director on 1 June 2021, and was redesignated as an executive Director on 19 January 2022. He is also a director of certain subsidiaries of the Company. He has extensive experience in investment and management in various companies. Mr Lin is the founder of Monmonkey Group Holdings Limited (the “Monmonkey Group”), Monmonkey Group’s vision is to become a financial technology enterprise that provides one-stop financial services, its subsidiaries are holding the SFC license for Types 1, 4 and 9 regulated activities. Mr. Lin is also the chairman of Ever Royal International Limited with its major business engaged in overseas real estate investment.

Other than the positions described above, he is also a member of the third sector of the 2021 Election Committee of the Government of the Hong Kong Special Administrative Region, a member of the 13th committee of the All-China Youth Federation, chief president of the 9th Kowloon Federation of Associations, a member of the 64th Personal Data (Privacy) Advisory Committee of the Office of the Privacy Commissioner for Personal Data, Hong Kong, a director of the years 2021/2022 and 2022/2023 of Tung Wah Group of Hospitals, vice-chairman of the 3rd-5th executive committee cum deputy director of the 5th Economic Development Committee of the Hong Kong CPPCC Youth Association, a member of the Advisory Board on Culture Studies (2022-2025) of Lingnan University, the 2nd executive vice-chairman of the board of Hong Kong Volunteers Federation, deputy secretary general of the 11th-15th of The Y. Elites Association, a member of the 12th Committee of the Jiangsu Youth Federation, the executive director of the 29th-30th Hong Kong United Youth Association, the honorary director of the year of 2021-2023 of South District Youth Association, the vice chairman and a secretary general of The Youth Encouragement Foundation and honorary director of the University of Hong Kong Foundation. Mr. Lin is awarded Medal of Honour (MH) in recognition of his dedicated and valuable contributions to charity work and youth development in year 2023 under The Hong Kong Special Administrative Region Honours and Awards System.

 

Tsang Wing Fung

Executive director

 

Mr. Tsang Wing Fung, is an executive Director. He was appointed as a Director on 1 June 2021. He is also a director of certain subsidiaries of the Company. Mr. Tsang graduated from The University of Chicago with a degree of Master of Business Administration. He is a chartered financial analyst and a certified financial risk manager. Mr. Tsang worked for a number of renowned financial institutions with over 10 years of experience in investment banking, asset management and financial technology.

 

Koh Lee Huat

Executive director

 

Mr. Koh Lee Huat, is an executive Director. He was appointed as a Director on 18 August 2017, and was redesignated as an executive Director on 17 September 2017. He is also a director of certain subsidiaries of the Company. Mr. Koh is responsible for the day to day operations and overall project management, formulating corporate and business strategies and making major operation decisions of the Group.

Mr. Koh has over 20 years of experience in the construction industry specialising in radiation shielding works. Mr. Koh gained technical work experience by starting as a technical officer at the Singapore Institute of Standards and Industrial Research (SISIR) in January 1995, eventually leading a team of technicians on laboratory tools calibration and field testing. Mr. Koh joined the Group in January 1996 as a site supervisor and was promoted to project manager in January 2002.

Mr. Koh obtained a diploma in Mechanical Engineering from Ngee Ann Polytechnic of Singapore in August 1992. In addition, Mr. Koh obtained certificates of completion of the following courses: Introduction to Radiation Safety, conducted by The National University of Singapore in March 1996; Risk Management Course, conducted by Absolute Kinetics Consultancy Pte Ltd in November 2006; Building Construction Supervisors Safety Course, conducted by The Singapore Contractors Association Ltd (SCAL) SCAL Academy in April 2008; and Work-at-Height Course for Supervisors, conducted by Greensafe International Pte Ltd in November 2013.

 

Cheng Yiu Mo

Non-Executive director

 

Mr. Cheng Yiu Mo, was appointed as a non-executive Director on 19 January 2022. Mr. Cheng has extensive experience in Hong Kong law enforcement and international anti-money laundering, who would bring valuable contributions to the compliance matters of both the existing business and the new business of the Group. Mr. Cheng has been an executive director of Parklin Consultancy Limited, a company engages in anti-money laundering (“AML”), financial crime consultancy and investigative services, since April 2019. Mr. Cheng was retired from the Hong Kong Police Force (“HKPF”) in September 2018 with his last position as an assistant commissioner of police. During his service with HKPF, Mr. Cheng was the head of the joint financial intelligence unit of Hong Kong and led the financial investigations unit of the HKPF between 2007 and 2010, during which he oversaw major money laundering investigations, held regular AML trainings for local and overseas law enforcement agents and financial regulators, and organized a series of capacity building initiatives for financial institutions and designated non-financial businesses and professions. He was seconded to the Hong Kong Government Secretariat from 2006 to 2007 where he coordinated the legislative and operational efforts of government departments and regulators on AML, as well as prepared the Financial Action Task Force mutual evaluation on Hong Kong in 2008. He was a member of the Global Agenda Council on Organized Crime of the World Economic Forum from 2012 to 2015. Mr. Cheng has been the council member of the Wildlife Justice Commission since 2015 and was appointed as a member of the Supervisory Board of the Commission in 2022. Mr. Cheng obtained a bachelor’s degree in science and a master’s degree in public administration from the University of Hong Kong in 1986 and 2004, respectively.

 

Lim Kai Jia Kesley

Non-Executive director

 

Mr. Lim Kai Jia Kesley, is a non-executive Director. He was appointed as a Director on 19 January 2022. Mr. Lim has been a director of a family office based in the Republic of Singapore (the “Singapore”) since 2018. He has approximately six years of experience in venture capital, private equity and investment banking across Southeast Asia (“SEA”). Mr. Lim has been sitting as an advisory board member of 9 Basil Private Equity Fund, an independent funds management business operating a SEA private equity platform with a focus in Thailand. Mr. Lim has also been acting as Venture Partner to Teja Ventures, a Singapore-based venture capital fund management business with a focus across SEA. Mr. Lim graduated from Loyola Marymount University in Los Angeles, the USA, with a bachelor’s degree in finance in 2017.

 

Prof. Pong Kam Keung

Independent non-executive director

 

Prof. Pong Kam Keung, is an independent nonexecutive Director. He was appointed as a Director on 15 March 2018. He is also a member of the Audit Committee and Remuneration Committee and the chairman of the Nomination Committee. He is primarily responsible for providing independent judgment to bear on issues of strategy, policy, performance, accountability, resource, key appointments and standard of conduct of the Group.

Prof. Pong has been a member of the Disciplinary Tribunal of the Hong Kong Institute of Chartered Secretaries since 2015. Prof. Pong was the chief prosecution officer of the Environment Protection Department of the Government from July 2004 to July 2013. He served as advisor to the Hong Kong Architecture Centre from 2011 to 2013. He was also a member of the Appeal Tribunal Panel of the Planning and Lands Branch of the Development Bureau of the Government from February 2007 to November 2012 and a member of the Advisory Committee on Barrier Free Access of the Buildings Department which expired in July 2003.

Prof. Pong obtained a degree of Bachelor of Science in Building Surveying from the Thames Polytechnic, United Kingdom in June 1989, a degree of Master of Science in Property Investment from the City University of London, United Kingdom in December 1993, a degree of Bachelor of Laws through a distance learning program from the University of Wolverhampton, United Kingdom in September 1995, a degree of Master of Science in Urban Planning from the University of Hong Kong in December 2005 and a degree of Master of Corporate Governance from the Hong Kong Polytechnic University in October 2008. Prof. Pong obtained his degree of Doctor of Philosophy from the Hong Kong Polytechnic University in 2019.

Prof. Pong has been a fellow of the Hong Kong Institute of Construction Managers since August 2016, the Hong Kong Institute of Facility Management since July 2000, the Hong Kong Institute of Surveyors since November 2000, the Chartered Institute of Arbitrators since January 2001, the Royal Institution of Chartered Surveyor since January 2006 and the Hong Kong Institute of Chartered Secretaries since October 2012.

Prof. Pong was appointed as a non-executive director of Star Group Company Limited, previously known as Star Properties Group (Cayman Islands) Limited (stock code: 1560) from March 2016, re-designated as an executive director from September 2018, and subsequently re-designated as a consultant from November 2021, a company listed on the Main Board of the Stock Exchange; an independent non-executive director of Shuang Yun Holdings Limited (stock code: 1706) from October 2017, a company listed on the Main Board of the Stock Exchange; and an independent non-executive director of Easy Smart Group Holdings Limited (stock code: 2442) from April 2023, a company listed on the Main Board of the Stock Exchange. He was an executive director of Sundart Holdings Limited (stock code: 1568) from July 2015 to February 2018, was an independent non-executive director of Central Holding Group Co. Ltd, previously known as Wang Yang Holdings Limited (stock code: 1735) from March 2018 to October 2019 and FSM Holdings Limited (stock code: 1721) from June 2018 to April 2020, companies listed on the Main Board of the Stock Exchange. Prof. Pong has been an adjunct professor in the Division of Environment and Sustainability of The Hong Kong University of Science and Technology since December 2013.

 

Siu Man Ho Simon

Independent non-executive director

 

Mr. Siu Man Ho Simon, is an independent nonexecutive Director. He was appointed as a Director on 15 March 2018. He is also a member of the Audit Committee and Nomination Committee and the chairman of the Remuneration Committee. He is primarily responsible for providing independent judgment on issues of strategy, policy, performance, accountability, resource, key appointments and standard of conduct of the Group.

Mr. Siu is a practicing solicitor of the High Court of Hong Kong and a China Appointed Attesting Officer appointed by the Ministry of Justice of the People’s Republic of China. Mr. Siu is currently a partner of Sit, Fung, Kwong & Shum, a firm of solicitors in Hong Kong, which he first joined as a solicitor in 2000 and has been continuously serving there since then. His areas of practice include corporate finance, capital markets, securities, mergers and acquisitions, joint ventures and general commercial matters. Mr. Siu also actively participates in charitable and social services in Hong Kong. He is currently acting as the legal advisor for United Hearts Youth Foundation as well as the school manager of The Association of Directors & Former Directors of Pok Oi Hospital Leung Sing Tak College. Mr. Siu obtained his Bachelor of Laws degree from the University of Hong Kong in 1996.

Mr. Siu is currently an independent non-executive director of each of Wai Yuen Tong Medicine Holdings Limited (a company listed on the Main Board of the Stock Exchange, stock code: 897) and Litu Holdings Limited (a company listed on the Main Board of the Stock Exchange, stock code: 1008). He was appointed as an independent non-executive director of Shuang Yun Holdings Limited (a company listed on the Main Board of the Stock Exchange, stock code: 1706) in October 2017 and resigned from the position in August 2023.

 

Cheung Kwok Yan Wilfred

Independent non-executive director

 

Mr. Cheung Kwok Yan Wilfred, is an independent non-executive Director. He was appointed as a Director on 15 March 2018. He is also a member of the Nomination Committee and Remuneration Committee and the chairman of the Audit Committee. He is primarily responsible for providing independent judgement on issues of strategy, policy, performance, accountability, resource, key appointments and standard of conduct of the Group.

Mr. Cheung graduated from the University of Buckingham in the United Kingdom with a Bachelor of Science (Economics) in February 2005. Mr. Cheung is a fellow of the Association of Chartered Certified Accountants, the Hong Kong Institute of Certified Public Accountants and the Institute of Chartered Accountants in England and Wales. Mr. Cheung joined Moores Rowland Mazars in September 2005 as associate and was later transferred to Mazars CPA Limited after its reorganisation in June 2007. Mr. Cheung left Mazars CPA Limited in October 2007 as an associate and joined Grant Thornton as senior accountant in its China practice division until December 2008. Mr. Cheung then worked for the Royal Bank of Canada Europe Limited as accounts preparer in its CEES UK Department from March 2009 to January 2010. Mr. Cheung was employed by Asia Investment Finance Group Limited (formerly known as “Harmonic Strait Financial Holdings Limited” and “Rainbow Brothers Limited”) (stock code: 33), the issued shares of which are listed on the Main Board of the Stock Exchange, from February 2010 to August 2010 as senior associate in corporate finance. Mr. Cheung later joined Mega International Food Limited as its financial controller in September 2010 and was appointed as general manager of its fellow subsidiary, Poly Shining Limited, and Mr. Cheung left the group in March 2013. From August 2013 to May 2018, Mr. Cheung worked at The Gate Worldwide Limited, an international advertising and marketing agency, with his initial position as a senior finance manager and was promoted to a finance director in July 2015. Mr. Cheung joined Publicis Media, a French multinational advertising and public relations company, as finance director since July 2018. Mr. Cheung was employed by Denuo Limited – Starcom Worldwide, a wholly-owned subsidiary of Publicis Groupe, the world’s third largest communications group, as finance director from July 2018 to July 2019. He is currently a director of Sonic Corporate Services Company and Financial Controller of Stepworks Company Limited.

Mr. Cheung has been an independent non-executive director of Affluent Foundation Holdings Limited (stock code: 1757), the issued shares of which are listed on the Main Board of the Stock Exchange, since May 2018. He was an independent non-executive director of Chun Sing Engineering Holdings Limited (stock code: 2277) (currently known as Huarong Investment Stock Corporation Limited), the issued shares of which are listed on the Main Board of the Stock Exchange, from December 2014 to June 2016 and he was an independent non-executive director of LEAP Holdings Group Limited (stock code: 1499) (currently known as OKG Technology Holdings Limited), the issued shares of which are listed on the Main Board of the Stock Exchange, from August 2015 to November 2017.

 

Senior Management

 

Yip Chi Keung

Chief Financial Officer & Company Secretary

 

Mr. Yip Chi Keung, is the financial controller and the Company Secretary of the Company. He is also a director of certain subsidiaries of the Company. He is mainly responsible for the overall management and operations of finance and accounting of the Group. Mr. Yip is a member of both the Hong Kong Institute of Certified Public Accountants and the Institute of Chartered Accountants in England and Wales. He obtained a bachelor’s degree in Business Administration in Accounting from Hong Kong Metropolitan University in June 2012. He has over 10 years’ extensive experience in accounting, corporate finance, compliance, auditing, company secretary and initial public offering.

 Board Committees

The Board maintains full control and direction over appropriate strategic, financial, organisational and compliance issues. The Company’s organisational structure has clearly defined lines of authority, responsibility and accountability, which are reviewed regularly. The annual budget and forecasts are reviewed by the Board prior to approval being given. This includes the identification and assessment of the business risks inherent in the Company and the online financial trading industry as a whole, along with associated financial and regulatory risks.

 
BOARD OF DIRECTORS
Executive Directors Mr. Lin Ho Man (Chairman)
Mr. Tsang Wing Fung
Mr. Koh Lee Huat
Non-Executive Director Mr. Cheng Yiu Mo
Mr. Lim Kai Jia Kesley
Independent Non-Executive Directors Mr. Siu Man Ho Simon
Mr. Cheung Kwok Yan Wilfred
Prof. Pong Kam Keung
COMMITTEE
Audit committee Mr. Cheung Kwok Yan Wilfred (Chairman)
Mr. Siu Man Ho Simon
Prof. Pong Kam Keung
Remuneration committee Mr. Siu Man Ho Simon (Chairman)
Mr. Tsang Wing Fung
Prof. Pong Kam Keung
Mr. Cheung Kwok Yan Wilfred
Nomination committee Prof. Pong Kam Keung (Chairman)
Mr. Tsang Wing Fung
Mr. Cheung Kwok Yan Wilfred
Mr. Siu Man Ho Simon
 
 

Audit committee

 

The Company established the Audit Committee with written terms of reference in compliance with the CG Code. The Audit Committee comprises three INEDs, namely Mr. Cheung Kwok Yan Wilfred, Prof. Pong Kam Keung and Mr. Siu Man Ho Simon. The Audit Committee is chaired by Mr. Cheung Kwok Yan Wilfred.

The primary duties of the Audit Committee are to review the risk management and internal control systems, the Group’s financial and accounting policies and practices and the financial statements and reports of the Company; approve the terms of engagement of the auditor; and discuss the scope of audit work with the auditor. The Audit Committee is also responsible for (i) developing and reviewing the Company’s policies and practices on corporate governance; (ii) reviewing the Company’s compliance with the CG code and disclosure in the corporate governance report; (iii) reviewing and monitoring the training and continuous professional development of Directors and senior management, monitoring the Company’s policies and practices on compliance with legal and regulatory requirements; and etc.

 

Remuneration committee

 

The Company established the Remuneration Committee with written terms of reference in compliance with the CG Code. The Remuneration Committee comprises three INEDs, namely Mr. Siu Man Ho Simon, Prof. Pong Kam Keung and Mr. Cheung Kwok Yan Wilfred and one executive director namely Mr. Tsang Wing Fung. The Remuneration Committee is chaired by Mr. Siu Man Ho Simon.

The primary duties of the Remuneration Committee are to make recommendations to the Board on the establishment of a formal and transparent procedure for developing remuneration policy; and on the Company’s policy and structure for all Directors’ and senior management’s remuneration and on the remuneration of non-executive directors. The Directors are remunerated with reference to their respective duties and responsibility with the Company, the Company’s performance, other companies in the industry in which the Group operates and current market practice. The Remuneration Committee adopted the model under the CG Code to make recommendations to the Board on the remuneration packages of individual executive Directors and senior management.

 

Nomination committee

 

The Company established the Nomination Committee with written terms of reference in compliance with the CG Code. The Nomination Committee comprises three INEDs, namely Prof. Pong Kam Keung, Mr. Cheung Kwok Yan Wilfred and Mr. Siu Man Ho Simon and one executive director namely Mr. Tsang Wing Fung. The Nomination Committee is chaired by Prof.Pong Kam Keung.

The primary duties of the Nomination Committee are reviewing the structure, size and composition of the Board, considering inter alia the skills, knowledge and experience of the Board as a whole, identifying qualified individuals to become members of the Board, assessing the independence of INEDs and making recommendations to the Board on the appointment or reappointment of Directors.

The Nomination Committee assists the Board in making recommendations to the Board on the appointment and reappointment of Directors, and succession planning for Directors. When making recommendations regarding the appointment of any proposed candidate to the Board or reappointment of any existing member(s) of the Board, the Nomination Committee shall consider a variety of factors including but not limited to (i) reputation for integrity; (ii) accomplishment, experience and reputation in the relevant industry and other relevant sectors; (iii) commitment in respect of sufficient time, interest and attention to the Company’s business; (iv) diversity in all aspects, including but not limited to gender, age, cultural and educational background, experience (professional or otherwise), skills and knowledge; (v) the ability to assist and support management and make significant contributions to the Company’s success; and (vi) compliance with the criteria of independence as prescribed under rule 3.13 of the Listing Rules for the appointment of an INED. The secretary of the Nomination Committee shall invite nominations of candidates from Board members (if any), for consideration by the Nomination Committee. The Nomination Committee may also nominate candidates for its consideration. In the context of appointment of any proposed candidate to the Board, the Nomination Committee shall undertake adequate due diligence in respect of such individual and make recommendations for the Board’s consideration and approval. In the context of re-appointment of any existing member(s) of the Board, the Nomination Committee shall make recommendations to the Board for its consideration and recommendation, for the proposed candidates to stand for reelection at a general meeting.

Each of executive Directors entered into a service agreement for their appointment with the Company for a term of three years. Each of non-executive Director and INEDs entered into letter of appointment for his appointment with the Company for an initial term of one year and thereafter shall continue year to year. All Directors are subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles of Association.

According to Article 108(a)-(b) of the Articles of Association, at each annual general meeting one-third of the Directors for the time being, or, if their number is not three or a multiple of three, then the number nearest to but not less than one-third, shall retire from office by rotation provided that every Director (including those appointed for a specific term) shall be subject to retirement by rotation at least once every three years. The Directors to retire by rotation shall include (so far as necessary to obtain the number required) any Director who wishes to retire and not to offer himself for re-election. Any Director who has not been subject to retirement by rotation in the three years preceding the annual general meeting shall retire by rotation at such annual general meeting. Any further Directors so to retire shall be those who have been longest in office since their last re-election or appointment and so that as between persons who became or were last re-elected Directors on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

According to Article 112 of the Articles of Association, any Director appointed by the Board to fill a casual vacancy shall hold office only until the first general meeting of the Company after his appointment and be subject to re-election at such meeting. Any Director appointed by the Board as an addition to the existing Board shall hold office only until the next following annual general meeting of the Company and shall then be eligible for re-election. Any Director appointed under the Article of Association shall not be taken into account in determining the Directors or the number of Directors who are to retire by rotation at an annual general meeting.

 
 
Audit Committee - Terms of Reference
Nomination Committee-Terms of Reference
Remuneration Committee-Terms of Reference