Analogue Holdings Limited is expected to comply with, but may choose to deviate from, the code provisions of the Corporate Governance Code in Appendix 14 to the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited, which sets out principles of good corporate governance.
Memorandum of Association and Bye-Laws
Procedures for Shareholder to propose a person for Election as a Director
The Board of Directors of Analogue Holdings Limited currently comprises three executive directors, two non-executive directors, and three independent non-executive directors.
Dr Poon Lok To Otto, Executive Director and Chairman As the Group Chairman, Dr. Poon Lok To Otto is in charge of developing, monitoring and evaluating our business, and is primarily responsible for the leadership, overall strategic planning and major decision making for the Group. Dr. Poon participated in public services to the community and the engineering profession including, Advisory Council on the Environment, Energy Advisory Committee, and Council for Sustainable Development. He was appointed as an Honorary Advisor of the Institution of Public Private Partnerships since February 2021. He is the past president of the Hong Kong Institute of Engineers and life president of the Hong Kong Federation of Electrical and Mechanical Contractors.
Mr. Chan Hoi Ming, Executive Director and Chief Executive Officer Mr. Chan Hoi Ming joined the Group in 1991 and has been appointed as the Chief Executive Officer of the Company with effect from 1 January 2023. Mr. Chan was appointed as Director in 2015 and re-designated as Executive Director in 2018. Currently, Mr. Chan is primarily responsible for, among others, advising on the overall strategic planning for the Group. He will oversee the operation of the corporate units and all the business units of the Group and will also be responsible for devising business strategies, driving innovations and fostering partnership with all stakeholders. Mr. Chan also serves as a director of various subsidiaries of the Group.
Mr. Cheng Wai Lung, Executive Director Mr. Cheng Wai Lung has been appointed as Executive Director to lead the building services business of the Group with effect from 1 January 2023. Mr. Cheng has been appointed as Chief Executive of Building Services segment of the Group since November 2018 and serves as a director of various subsidiaries of the Group.
Mr. Cheng started his career as a graduate trainee with the Group in 1995 and rejoined in November 2018. In between, he had served in China Overseas Group companies for 16 years, having taken up the roles of deputy general manager in China State Mechanical and Electrical Engineering Limited and general manager of Transcendence Company Limited. With over 27 years of experience in building services industry and a wealth of management and engineering expertise, he is currently responsible for the operation and business development of the building services business of the Group.
Dr Mak Kin Wah, Non-Executive Director and Deputy Chairman Dr. Mak Kin Wah has over 28 years of experience in business management. He was appointed Deputy Chairman and Non-Executive Director of Analogue Holdings Limited in 2017 and 2018 respectively, and advises the Group on overall strategic planning. He also serves as a member of remuneration committee, nomination committee and audit committee of Analogue Holdings Limited.
Ms. Or Siu Ching, Rerina, Non-Executive Director Ms. Or Siu Ching, Rerina has been appointed as a Non-Executive Director of the Company with effect from 1 April 2023. Ms. Or was a senior vice-president of Schneider Electric SE (collectively with its subsidiaries “Schneider Electric”), a company listed on the Euronext Paris Stock Exchange, between 2019 and 2021. She joined Schneider Electric in 1994 and retired after 27 years of services. Ms. Or was appointed as a member of Energy Advisory Committee of Environment Bureau of The Government of Hong Kong Special Administrative Region between 2016 to 2022. She has more than 20 years’ management experience in energy management and automation industry. Ms. Or is currently an independent non-executive director, a member of the audit committee and the remuneration committee of Automated Systems Holdings Limited.
Mr. Chan Fu Keung, Independent Non-Executive Director Mr. Chan Fu Keung was appointed as an Independent Non-Executive Director of Analogue Holdings Limited on 1 August 2015. He serves as the chairman of remuneration committee, a member of nomination committee and audit committee of Analogue Holdings Limited. He joined MTR Corporation Limited in 1989 and retired after 23 years of services in 2012. He served the Hospital Authority Board from 2012 to November 2018 and was the chairman of the Hospital Governing Committee of Tuen Mun Hospital from April 2014 to March 2020. Currently he is a member of the remuneration committee of the board of the West Kowloon Cultural District Authority; a member of Human Resources and Remuneration Committee of the Urban Renewal Authority. He was appointed as a director of CHUK Medical Centre Limited on 25 February 2020 and is currently the independent non-executive director of Stella International Holdings Limited and non-executive director of the Urban Renewal Authority Board.
Mr. Lam Kin Fung Jeffrey, Independent Non-Executive Director Mr. Lam Kin Fung Jeffrey was appointed as an Independent Non-Executive Director of Analogue Holdings Limited in 2018. He serves as the chairman of nomination committee of Analogue Holdings Limited. He is currently the Managing Director of a toy manufacturer, Forward Winsome Industries Limited. Among his many public and community service positions, Mr. Lam is a member of the National Committee of the Chinese People’s Political Consultative Conference, a non-official member of the Executive Council, and a member of the Legislative Council in Hong Kong. Currently, Mr. Lam is the Independent Non-Executive Director of CC Land Holdings Limited, China Overseas Grand Oceans Group Limited, Chow Tai Fook Jewellery Group Limited, CWT International Limited, i-CABLE Communications Limited, Wing Tai Properties Limited and Wynn Macau Limited. He was also appointed as an executive director of Hong Kong Aerospace Technology Group Limited on 16 July 2021.
Ms. Shing Mo Han Yvonne, Independent Non-Executive Director Ms. Shing Mo Han Yvonne has been appointed as an Independent Non-Executive Director of the Company with effect from 27 June 2023. She serves as the chairman of the Audit Committee, a member of each of the Remuneration Committee and the Nomination Committee of the Company.
Ms. Shing was appointed as a Justice of Peace of the Hong Kong Special Administrative Region of the People’s Republic of China (the “HKSAR”) in 2013 and awarded the Bronze Bauhinia Star by the HKSAR government in 2017. Ms. Shing was a member of the 10th, 11th and 12th Jiangsu Provincial Committee of the Chinese People’s Political Consultative Conference.Ms. Shing’s current appointments include member of the Board of Governors of EXCEL (Extension and Continuing Education for Life) of The Hong Kong Academy for Performing Arts, court member of the Hong Kong Polytechnic University and advisor and member of the Finance Committee of Our Hong Kong Foundation.Ms. Shing was a partner at Deloitte Touche Tohmatsu/Deloitte China for over 26 years until 2016. She is currently the chairman of Yinn Advisory Services Limited. Her professional qualifications include fellow member of the Hong Kong Institute of Certified Public Accountants, Association of Chartered Certified Accountants and the Hong Kong Chartered Governance Institute (formerly known as Institute of Chartered Secretaries and Administrators).Ms. Shing is currently an independent non-executive director of China Resources Pharmaceutical Group Limited, CSSC (Hong Kong) Shipping Company Limited, AEON Credit Service (Asia) Company Limited and Sirnaomics Ltd., and an independent director of China Merchants Energy Shipping Co., Ltd.
The Board has established an Audit Committee, a Nomination Committee and a Remuneration Committee.
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