2 Mission Statement Natural Beauty is dedicated to cultivate our staff, customers, students and franchisees to appreciate our education, products and services, which are made by the love and kindness of our founder, Dr. Tsai Yen-Pin, who made modern ladies beautiful, confident and wealthy.
3 Contents Corporate Information 2 Financial Highlights 7 Management Discussion and Analysis 9 Report on Corporate Governance 23 Management Profile 33 Directors Report 41 Independent Auditor s Report 55 Consolidated Statement of Comprehensive Income Consolidated Statement of Financial Position Consolidated Statement of Changes in Equity Consolidated Statement of Cash Flows 62 Notes to the Consolidated Financial Statements 64 Financial Summary 132
4 Corporate Information 2 Natural Beauty Bio-Technology Limited Annual Report 2011 BOARD OF DIRECTORS Executive Directors Dr. TSAI Yen-Yu (alias Dr. TSAI Yen-Pin) (Chairperson) Mr. LEE Ming-Ta (alias Mr. LEE Ming-Tah) (Vice Chairman) Dr. SU Chien-Cheng Dr. SU Sh-Hsyu Non-Executive Directors Mr. Gregory Michael ZELUCK Mr. Patrick Thomas SIEWERT (Vice Chairman) Ms. NG Shieu Yeing Christina Ms. FENG Janine Junyuan Independent Non-Executive Directors Mr. Francis GOUTENMACHER Ms. Su-Mei THOMPSON Mr. CHEN Ruey-Long Mr. YANG Tze-Kaing Gregory Michael ZELUCK Francis GOUTENMACHER AUTHORISED REPRESENTATIVES Mr. CHAN Yan Kwan, Andy Dr. SU Chien-Cheng COMPANY SECRETARY Mr. CHAN Yan Kwan, Andy
5 Corporate Information MEMBERS OF THE AUDIT COMMITTEE Mr. CHEN Ruey-Long (Chairman) Ms. NG Shieu Yeing Christina Mr. Francis GOUTENMACHER Ms. Su-Mei THOMPSON Mr. YANG Tze-Kaing MEMBERS OF THE REMUNERATION COMMITTEE Ms. Su-Mei THOMPSON (Chairperson) Dr. TSAI Yen-Yu (alias Dr. TSAI Yen-Pin) Mr. Patrick Thomas SIEWERT Mr. Francis GOUTENMACHER Mr. CHEN Ruey-Long Mr. YANG Tze-Kaing Francis GOUTENMACHER Francis GOUTENMACHER 3 MEMBERS OF THE EXECUTIVE COMMITTEE Mr. Patrick Thomas SIEWERT (Chairman) Dr. TSAI Yen-Yu (alias Dr. TSAI Yen-Pin) Dr. SU Sh-Hsyu Mr. Gregory Michael ZELUCK Mr. Francis GOUTENMACHER Mr. YANG Tze-Kaing MEMBERS OF THE NOMINATION COMMITTEE Mr. YANG Tze-Kiang (Chairman) Dr. TSAI Yen-Yu (alias Dr. TSAI Yen-Pin) Mr. Patrick Thomas SIEWERT Mr. Francis GOUTENMACHER Ms. Su-Mei THOMPSON Mr. CHEN Ruey-Long Gregory Michael ZELUCK Francis GOUTENMACHER Francis GOUTENMACHER
6 Corporate Information 4 Natural Beauty Bio-Technology Limited Annual Report 2011 REGISTERED OFFICE P. O. Box 309 Ugland House Grand Cayman KY Cayman Islands HEAD OFFICE AND PRINCIPAL PLACE OF BUSINESS IN HONG KONG Unit 3512, 35/F The Center 99 Queen s Road Central Central Hong Kong AUDITOR Deloitte Touche Tohmatsu Certified Public Accountants 35/F One Pacific Place 88 Queensway Hong Kong P.O. Box 309 Ugland House Grand Cayman KY Cayman Islands LEGAL ADVISERS King & Wood Mallesons 9/F Hutchison House 10 Harcourt Road Central Hong Kong 10 9
7 Corporate Information PRINCIPAL BANKERS The Hongkong and Shanghai Banking Corporation Limited 1 Queen s Road Central Hong Kong Land Bank of Taiwan No. 76, Section 2, Tun Hua South Road Taipei Taiwan Mega International Commercial No. 62, Section 2, Tun Hua South Road Taipei Taiwan Agricultural Bank of China Shanghai Branch 3rd Floor, 26 Zhong Shan Dong Yi Road Shanghai The PRC 26 3 Bank of Communications Shanghai Branch, Zhabei Sub-branch 211 Hengtong Road Shanghai The PRC WEBSITE 211
12 Management Discussion and Analysis 10 Natural Beauty Bio-Technology Limited Annual Report 2011 FINANCIAL REVIEW (Continued) For 2011, turnover of the Group increased by 21.8% to HK$591.3 million compared with HK$485.4 million in This was due to an increase in product sales of HK$108.3 million generated from the strong performance of the new concept stores and higher average sales per store in the PRC. 485,400, % 591,300, ,300,000 Turnover in the PRC market increased by 30.4% from HK$362.9 million in 2010 to HK$473.2 million in The increase in turnover was mainly due to a HK$110.9 million increase in product sales. Meanwhile, service income declined by HK$0.5 million from HK$2.4 million in 2010 to HK$1.9 million in 2011 as a result of the closures of two of the Group s self-owned spas during Turnover in Taiwan dropped 2.0% to HK$110.5 million in 2011 compared with HK$112.7 million in 2010 due to the stagnant consumer market in Taiwan. The Group also closed four self-owned spas in Taiwan in The closure of self-owned spas was mainly due to the Group s decision to re-focus management resources on the more profitable franchise business. Affected customers were transferred to independent franchisees. 362,900, % 473,200, ,900,000 2,400,000500,000 1,900, ,500, ,700,0002.0% Sales from other regions, including Hong Kong, Macau and Malaysia, decreased 22.5% to HK$7.6 million in 2011 mainly due to the closure of a self-owned spa in Macau. Contribution from these regions remained at an insignificant level comprising just 1.3% of the Group s turnover. 22.5% 7,600, % The Group s overall gross profit margin increased from 73.2% in 2010 to 79.3% in 2011 due to the higher sales mix of NB-1 and Yam products which have a higher gross margin and less inventory provision in the current year. During 2010, the Group decided to discontinue nonperforming product lines and shifted its focus to more profitable core products. As a result, a non-cash provision of HK$27.4 million for slow moving and obsolete inventories was charged to Cost of Sales in 2010, compared to a provision of HK$2.8 million in % 79.3% NB-1 Yam 27,400,000 2,800,000
14 Management Discussion and Analysis FINANCIAL REVIEW (Continued) 12 Natural Beauty Bio-Technology Limited Annual Report 2011 Turnover by activities 2011 HK$ 000 % 2010 HK$ 000 % Changes HK$ 000 % Products 584, % 476, % 108, % Services 6, % 8, % (2,363) -26.4% Entrustment 0.0% % (50) % Total 591, % 485, % 105, % TURNOVER BY ACTIVITIES , , ,580 8, Products The Group is principally engaged in the manufacturing and sale of a range of products, including skin care, beauty, aroma-therapeutic products, health supplements and make-up, under the Natural Beauty brand name. Sales of products are the Group s key revenue source and primarily derived from franchised spas, self-owned spas and concessionary counters in department stores. Sales of products in 2011 amounted to HK$584.7 million, or 98.9% of the Group s total revenue, representing an increase of HK$108.3 million when compared with sales of HK$476.4 million (or 98.1% of the Group s total revenue) in The increase in product sales was mainly driven by the PRC where sales rose by HK$110.9 million on the back of strong growth momentum of the new concept stores and higher productivity per store. Gross margin on sales of products for the Group as a whole increased from 77.2% in 2010 to 82.6% in ,700, %476,400, % 108,300, ,900, % 82.6%
15 Management Discussion and Analysis FINANCIAL REVIEW (Continued) Service Income 2011 HK$ 000 % 2010 HK$ 000 % Changes HK$ 000 % Training income % % (600) -81.7% SPA service income 5, % 7, % (2,543) -33.7% Others 1, % % % Total 6, % 8, % (2,363) -26.4% Services Service income is derived from the self-owned spas services, training and other services. 13 The Group provides skin treatment, beauty and spa services through its self-owned spas. The Group s strategy is to establish self-owned spas as model outlets in strategic locations to stimulate overall sales of products to franchisees. Service income is solely derived from the Group s self-owned spas. The Group does not share any service income generated from spas run by franchisees under its current franchise arrangements. The service income the franchisees derive from the spas covers their operating expenses such as rentals, salaries and utilities. In 2011, service income decreased by 26.4% to HK$6.6 million compared with HK$8.9 million in The decrease was mainly due to the Group s decision to re-focus management resources on the more profitable franchise business, leading to the closure of seven self-owned spas during 2011 (two in the PRC, four in Taiwan and one in Macau). Entrustment Entrusted spas, which were formerly operated by the Group, are owned by the Group and operated by reputable operators. In order to allocate financial and human resources more efficiently, the Group put in place entrustment arrangements in the PRC under which its self-owned spas are entrusted to local reputable operators. The operators sell the Group s products in their stores and are entitled to all profits and responsible for all losses from the operations. The Group receives a fixed annual entrustment fee from the operator until its initial investment in the spa is repaid, at which point, the entrusted spa becomes a regular franchised spa. During 2011, no entrustment income was recorded, compared with HK$50,000 recorded in The decline in entrustment income was attributable to the expiry of the remaining entrustment arrangements in The Group had no entrusted spas as at 31 December ,900, % 6,600,000 50,000
16 Management Discussion and Analysis 14 Natural Beauty Bio-Technology Limited Annual Report 2011 FINANCIAL REVIEW (Continued) Other income Other income mainly comprised rental income of other properties, interest income and financial refunds, respectively of HK$1.3 million, HK$9.0 million and HK$5.6 million during Other income increased slightly by 2.9%, or HK$0.5 million, to HK$18.0 million in 2011, from HK$17.5 million in Distribution and administrative expenses Distribution and selling expenses as a percentage of the Group s turnover increased to 33.3% in 2011 compared with 30.2% in Total expenses increased by HK$50.3 million from HK$146.8 million in 2010 to HK$197.1 million in The increase was mainly due to the recruitment of more sales-related staff, resulting in higher salaries, commissions and related personnel overheads during Meanwhile, the Group has expanded the media channels it is using for branding promotions, including magazines and the Internet (websites and blogs), instead of the more expensive, traditional promotional channels (e.g. gifts and free samples) to drive the sell-through rate of its inventory. Advertising and promotion expenses decreased by HK$9.0 million from HK$65.5 million in 2010 to HK$56.5 million in 2011, and the amount as a percentage of the Group s total turnover dropped from 13.5% in 2010 to 9.5% in Other key expenses include salaries, travel and entertainment expenses as well as rentals of executive accommodation and counters, which amounted to HK$58.5 million, HK$14.0 million and HK$35.5 million, respectively in ,300,000 9,000,000 5,600,000 17,500, ,00018,000, % 30.2%33.3% 146,800,000 50,300,000197,100,000 65,500,0009,000,000 56,500, % 9.5% 58,500,000 14,000,000 35,500,000 Total administrative expenses decreased by HK$16.4 million to HK$108.6 million in Administrative expenses as a percentage of turnover decreased from 25.8% in 2010 to 18.4% in The declines in both the amount and percentage were attributable to stringent control on costs and expenses as well as lower rental costs due to office closures of subsidiaries in the PRC and Taiwan. Administrative costs in 2011 comprised mainly non-cash stock option expenses of HK$30.1 million, staff costs and retirement benefits of HK$29.9 million, legal and professional fees of HK$11.0 million, traveling expenses of HK$3.3 million, depreciation charges of HK$8.0 million, rentals of HK$3.9 million and office and utilities expenses of HK$2.7 million in ,400, ,600, % 18.4% 30,100,000 29,900,000 11,000,0003,300,000 8,000,000 3,900,000 2,700,000
17 Management Discussion and Analysis FINANCIAL REVIEW (Continued) Other expenses Other expenses decreased from HK$25.2 million in 2010 to HK$7.8 million in 2011, representing a decrease of HK$17.4 million. Other expenses mainly include the HK$4.4 million loss on disposal of fixed assets, demolition and related costs due to spa closures and a HK$1.2 million foreign exchange loss in Profit before taxation Taking into account the increase in gross profit, lower administrative expenses and other expenses, and increased distribution and selling expenses, profit before tax increased by 128.9% from HK$75.8 million to HK$173.6 million in ,200,000 7,800,000 17,400,000 4,400,000 1,200,000 75,800, % 173,600, Taxation Taxation expenses increased 29.5% from HK$45.1 million in 2010 to HK$58.5 million in The effective tax rate of the Group for 2011 was 33.7% compared to 59.5% for The high effective tax rate in 2010 was due to the payment of under-provided profit taxes relating to previous years amounting to HK$9.1 million. Profit for the year Profit for the year surged by 275.0% from HK$30.7 million in 2010 to HK$115.2 million in Liquidity and financial resources Cash generated from operating activities in 2011 was approximately HK$170.4 million (HK$173.9 million in 2010). As at 31 December 2011, the Group had bank balances and cash of approximately HK$558.3 million (HK$575.5 million as at 31 December 2010) with no external bank borrowing. 45,100, %58,500, % 59.5% 9,100,000 30,700, %115,200, ,400, ,900, ,300, ,500,000 In terms of gearing, as at 31 December 2010 and 31 December 2011, the Group s gearing ratios were zero (defined as net debt divided by shareholders equity) as the Group was in a net cash position on both year-end dates. Current ratios of the Group (defined as current assets divided by current liabilities) as at 31 December 2010 and 31 December 2011 were 4.6 times and 4.0 times respectively. As at 31 December 2011, the Group had no material contingent liabilities, other than those disclosed in its financial statements and notes thereto. With the cash and bank balances in hand, the Group s liquidity position remains strong and it has sufficient financial resources to finance its commitments and to meet its working capital requirements
18 Management Discussion and Analysis 16 Natural Beauty Bio-Technology Limited Annual Report 2011 FINANCIAL REVIEW (Continued) Charges on assets At 31 December 2011, the Group had pledged bank deposits amounting to HK$443,000 (HK$432,000 as at 31 December 2010) which are required pursuant to a tenancy agreement for one of its wholly-owned subsidiaries in relation to a self-owned store in Macau. Treasury policies and exposure to fluctuations in exchange rates Most of the Group s revenues are denominated in Renminbi and New Taiwan Dollars as its operations are mainly located in the PRC and Taiwan. As at 31 December 2011, approximately 81.5% (71.4% as at 31 December 2010) of the Group s bank balances and cash was denominated in Renminbi, while approximately 14.9% (10.3% as at 31 December 2010 in New Taiwan Dollars. The remaining 3.6% (18.3% as at 31 December 2010) was denominated in US Dollars, Hong Kong Dollars, Macau Pataca and Ringgit Malaysia. The Group continues to adopt a conservative approach in its foreign exchange exposure management. It reviews its foreign exchange risk periodically and uses derivative financial instruments to hedge against such risk when necessary. 443, , % 71.4% 14.9% 10.3%3.6% 18.3% BUSINESS REVIEW Turnover by geographic region 2011 HK$ HK$ 000 Changes HK$ 000 % PRC Products 471, , , % Services 1,924 2,416 (492) -20.4% Entrustment 50 (50) % PRC Total 473, , , % Taiwan Products 106, ,726 (705) -0.7% Services 4,482 6,008 (1,526) -25.4% Entrustment n/a Taiwan Total 110, ,734 (2,231) -2.0% Others Products 7,384 9,237 (1,853) -20.1% Services (345) -66.5% Entrustment n/a Others Total 7,558 9,756 (2,198) -22.5%
19 Management Discussion and Analysis BUSINESS REVIEW (Continued) The PRC Market Turnover in the PRC market increased by 30.4% in 2011 to HK$473.2 million compared with HK$362.9 million in The growth was mainly due to the strong performance of the new concept stores and improved average sales per store. Gross margin on product sales remained high at 83.0% in Thanks to the strong revenue growth and enhanced operational efficiency, profit before tax and net profit in the PRC increased by 75.6% (or HK$81.6 million) and 113.5% (or HK$90.0 million) respectively for the year under review. The Taiwan Market Turnover for Taiwan decreased by 2.0% from HK$112.7 million in 2010 to HK$110.5 million in The decline was due to the closure of four self-owned spas in Taiwan during the year, which resulted in a decrease in service income by 25.4% from HK$6.0 million in 2010 to HK$4.5 million in Thanks to more stringent cost controls and less inventory provision in Taiwan in 2011, profit before tax and net profit surged by HK$34.3 million and HK$33.4 million respectively for ,900, % 473,200, % 75.6% 81,600, % 90,000, ,700, %110,500,000 6,000, % 4,500,000 34,300,000 33,400, Distribution channels Franchisee owned Spa Self owned Total Entrusted Self owned Total Grand Store Number by Ownership As at 31 December 2011 Spa Spa Counter Counter Counter Total Taiwan PRC 1, , ,192 Others Total 1, , ,538 Franchisee Store Number by Ownership As at 31 December 2011 owned Entrusted Self owned Total Taiwan PRC 1, ,192 Others Total 1, ,538
20 Management Discussion and Analysis 18 Natural Beauty Bio-Technology Limited Annual Report 2011 BUSINESS REVIEW (Continued) Distribution channels (Continued) Average sales per store 2011 Average store* * 2010 Average store* * 2011 Average sales per store HK$ 2010 Average sales per store HK$ Changes HK$ % PRC 1, , , ,000 98, % Taiwan*** *** , ,000 39, % Group total** ** 1, , , ,000 84, % * Average store number is calculated by (opening period total + closing period total)/2 ** Group total does not include Hong Kong, Macau and Malaysia turnover and store count. *** Taiwan sales excluded retail sales of Fonperi brand products which are sold through different distribution channel. * 2 ** *** Fonperi The Group derives its income principally from its network of distribution channels, including spas and concessionary counters in department stores. As at 31 December 2011, there were 1,482 spas and 56 concessionary counters. There were a total of 1,477 franchised spas, 5 spas and 34 concessionary counters directly operated by the Group. There were also 22 concessionary counters entrusted to reputable operators. Franchised spas are owned by the franchisees who are responsible for the capital investments in these spas. They are obliged to use Natural Beauty or NB brand for all products in their spas. A wide array of services, including hydrotherapy, facial treatment, body care and skin care analysis, are provided in all the spas, while skin care analysis is widely available at the concessionary counters in department stores. On group basis, a total of 139 new stores were opened and 75 stores were closed during 2011, with a net increase of 107 stores in PRC. The closures were mainly due to violations of franchise terms or failure to achieve minimum sales targets by franchisees. Through the elimination of these non-compliant stores, a well-managed and coherent franchise network is being maintained by the Group ensuring a consistent service quality for consumers. Average sales per store in 2011 improved strongly from HK$312,000 in 2010 to HK$396,000 in Average sales per store in PRC in 2011 increased by 30.8% to HK$416,000. In Taiwan, average sales per store also increased by 13.4% to HK$331,000 in , , NB , , % 416, % 331,000
21 Management Discussion and Analysis BUSINESS REVIEW (Continued) Research and Development The Group puts significant emphasis on research and development which allows it to maintain its competitive edge as well as improve the quality of its existing products and develop new products. The Group has been collaborating with overseas skin-care companies on technological development. The biotechnology materials the Group uses for its NB products are imported from Europe, Japan and Australia. The Group s research and development team comprises a number of overseas consultants with experience and expertise in cosmetics, medical, pharmacy and bio-chemistry. NB s products are constantly enhanced and modified by the application of new ingredients developed by the team. The Group draws on its collaboration of experts with different expertise and experiences, together with Dr. TSAI s 40-year-plus industry experience and knowledge to continue to create high-quality beauty and skin care products. NB principally uses natural ingredients to manufacture products and adopts special formulae to cater to the specific needs of women with delicate skin. NB s products accommodate the natural metabolism of skin with long-lasting effects NB has collaborated with a leading researcher in the field of human genome and stem cell technology for the development of an anti-aging NB-1 product family and other products for spot removal, whitening, allergy-resistance and slimming. The stem cell technology is patented in the United States to protect the uniqueness of the NB-1 products. NB-1 NB-1 New Products The Group s flagship NB-1 products family includes anti-aging NB-1 series, NB-1 Whitening series, NB-1 anti-allergy, NB-1 pore refining series, etc. During 2011, over 520,000 sets/bottles (361,000 sets/bottles in 2010) of NB-1 family products were sold with turnover aggregating HK$231.8 million (HK$180.4 million in 2010) and accounting for more than one-third of the Group s total product sales recorded in NB-1 NB-1 NB-1 NB-1 NB-1 520, ,000NB-1 231,800, ,400,000 During 2011, the Group continued to enrich this product portfolio and launched 9 new skin care products, 6 new products for the aromatherapeutic line and 5 new health supplements in the PRC The Group received 11 beauty awards in 2011 recognizing its achievements in branding, products, new concepts stores as well as operation management.
22 Management Discussion and Analysis 20 Natural Beauty Bio-Technology Limited Annual Report 2011 BUSINESS REVIEW (Continued) Human Resources As at 31 December 2011, the Group had a total of 804 employees, of whom 670 were based in the PRC, 126 in Taiwan and 8 in other countries and regions. Total remuneration (excluding directors emoluments) in 2011 was approximately HK$ million (HK$122.6 million in 2010), including retirement benefit related costs of HK$17.2 million (HK$14.2 million in 2010) and stock option expenses of HK$30.1 million. Employee productivity (sales per employee) surged by 43.6% from HK$512,000 in 2010 to HK$735,000 in Competitive remuneration packages are maintained to attract, retain and motivate capable staff members and are reviewed on a regular basis. The Group maintains good relations with its employees and is committed to their training and development. Professional training courses are offered to beauticians employed by the Group and to franchisees on a regular basis ,200, ,600,000 17,200,000 14,200,000 30,100, , % 735,000 In addition, the Group granted stock options to certain employees on 4 April 2011 to subscribe for a maximum of 90,895,381 shares which will be vested in a ratio of 40%, 20%, 20% and 20% over a four-year period subject to the grantees achieving certain performance targets. This resulted in HK$30.1 million in stock option expense for ,895,381 40% 20% 20% 20% 30,100,000 Capital Expenditures The Group s major capital expenditure in 2011 related to its selfowned spas and refurbishment work for its offices, IT infrastructure and machinery in its factories. Fixed assets increased by HK$50.7 million in 2011 (HK$37.2 million in 2010), mainly representing the expansion of its new factory in the PRC amounting to approximately HK$12.8 million, upgrades to its PRC training center and office amounting to approximately HK$14.5 million, upgrades to its PRC and Taiwan IT system amounting to approximately HK$4.5 million and the renovation of the self-owned spas and counters amounting to approximately HK$7.5 million. 50,700,000 37,200,000 12,800,000 14,500,000 4,500,000 7,500,000 In December 2010, the Group moved its old Fengxian (Shanghai) skin care plant to a new industrial development zone within Fengxian. The new plant received GMP certification in January 2012 and will greatly facilitate the Group s plan to upgrade the quality of its skin care products. Meanwhile, with the new production floor layout and consolidation in production capacity, production productivity will also improve. The new plant commenced production in the first quarter of GMP
23 Management Discussion and Analysis OUTLOOK As the PRC Government accelerates its efforts to stimulate greater domestic consumption, the country s urbanization will continue and the rapid growth of disposable income per capita in the urban population is expected to be maintained. Given this, despite high inflation and rising labor costs, the Group believes the beauty and spa market in the PRC will continue to grow in Based on the successful launch of its new concept stores in 2010, the Group will continue to focus on adding more stores in tier 3 and tier 4 cities in the PRC, and launching new concept stores in Taiwan market next few years. 21
24 The Eternity of Beauty
25 Report on Corporate Governance The Board and management of the Company are committed to maintaining high standards of corporate governance. The Board had adopted Corporate Governance Guidelines (the CG Guidelines ) (available on website: which gives guidance on how corporate governance principles are applied to the Company. Save as explained herein, the Company applied the principles and complied with all the code provisions set out in Appendix 14 Code on Corporate Governance Practices (the Code ) of the Rules Governing the Listing of Securities (the Listing Rules ) on The Stock Exchange of Hong Kong Limited (the Stock Exchange ). The following summarises the Company s corporate governance practices and explains deviations, if any, from the Code. In addition to complying with applicable statutory requirements, we aim to continually review and enhance our corporate governance practices in light of local and international best practices. 23 STATEMENT OF COMPLIANCE A. Directors A1. The Board Details of Directors' attendance records in 2011 are as follows: A. A1. Remuneration Audit Executive Nomination Committee Committee Committee Committee Board Meeting Meeting Meeting Meeting Meeting (Note 1) 1 Executive Directors Dr. TSAI Yen-Yu (Note 2) 2 1/2 n/a 1/4 n/a 1/4 Mr. LEE Ming-Ta n/a n/a n/a n/a 1/4 Dr. SU Chien-Cheng (Note 3) 3 n/a 3/3 n/a n/a 4/4 Dr. SU Sh-Hsyu (Note 4) 4 2/2 n/a 4/4 n/a 4/4 Non-Executive Directors Mr. Patrick Thomas SIEWERT (Note 5) 5 2/2 n/a 4/4 n/a 4/4 Mr. Gregory Michael ZELUCK (Note 6) Gregory Michael ZELUCK 6 2/2 n/a 4/4 n/a 4/4 Ms. FENG Janine Junyuan n/a n/a n/a n/a 4/4 Ms. NG Shieu Yeing Christina n/a 3/3 n/a n/a 4/4 Independent Non-Executive Directors Mr. Francis GOUTENMACHER (Notes 7 & 8) Francis GOUTENMACHER 7 8 n/a 3/3 4/4 n/a 4/4 Ms. Su-Mei THOMPSON (Note 8) 8 2/2 3/3 n/a n/a 4/4 Mr. CHEN Ruey-Long (Note 8) 8 2/2 3/3 n/a n/a 4/4 Mr. YANG Tze-Kaing (Notes 7 & 8) 7 8 n/a 3/3 4/4 n/a 4/4
26 Report on Corporate Governance 24 Natural Beauty Bio-Technology Limited Annual Report 2011 STATEMENT OF COMPLIANCE (Continued) A. Directors (Continued) A1. The Board (Continued) Notes: (1) The Nomination Committee was established on 15 December 2011 and has not held any meeting during the period from 15 December to 31 December (2) Dr. TSAI Yen-Yu was appointed as a member of Nomination Committee on 15 December (3) Dr. SU Chien-Cheng was redesignated as an Executive Director and resigned as a member of Audit Committee on 15 December (4) Dr. SU Sh-Hysu was redesignated as an Executive Director and resigned as a member of Remuneration Committee on 15 December A. A1. (1) (2) (3) (4) (5) Mr. Patrick Thomas SIEWERT was appointed as a member of Nomination Committee on 15 December (5) (6) Mr. Gregory Michael ZELUCK resigned as a member of Remuneration Committee on 15 December (6) Gregory Michael ZELUCK (7) Appointed as one of the members of the Remuneration Committee on 15 December No meeting was held by the Remuneration Committee during the period from 15 December to 31 December (7) (8) Appointed as one of the members of Nomination Committee on 15 December (8) Directors are consulted to include any matter in the agenda for regular Board meetings. The Company generally gives notice and draft agenda of regular Board meetings at least 14 days in advance. The Company aims at giving reasonable notice generally for all other Board meetings. 14 All Directors have access to the Company Secretary who is responsible for ensuring that Board procedures are complied with and advising the Board on corporate governance and compliance matters.
27 Report on Corporate Governance STATEMENT OF COMPLIANCE (Continued) A. Directors (Continued) A1. The Board (Continued) The Company Secretary is responsible for taking minutes of Board meetings and its committees (each a Board Committee ) meetings, which will be sent to Directors within a reasonable time (generally within 14 days) after each meeting and will be made available for inspection by Directors and Board Committee members. The CG Guidelines allow Directors to take independent professional advice at the Company s expense. Instead of by way of circulation, full Board meetings will be held for any material transaction with connected persons. Independent Non-Executive Directors who, and whose associates, have no material interest in the transaction should be present at such meeting. A. A1. 25 The Company s articles of association (the Articles ) provide for voting and quorum requirements conforming with the Code requirements. A2. Chairman, Vice Chairmen and Chief Executive Officer Dr. TSAI Yen-Yu serves as the Chairman, while Mr. Patrick Thomas SIEWERT and Mr. LEE Ming-Ta were appointed as the vice-chairmen. Mr. TSENG Hsin-Sheng John serves as the Chief Executive Officer. The Chairman focuses on Group strategic and Board issues while the Chief Executive Officer has the overall responsibility for operations and development. A2. The Chairman has a clear responsibility to provide the whole Board with all information relevant to the discharge of the Board s responsibilities. The Company aims to continually improve on the quality and timeliness of the dissemination of information to Directors. (See Section A6 Supply of and access to information for further details) A6 A3. Board composition Composition of the Board, by category of Directors, including names of the Executive Directors, Non-Executive Directors and Independent Non-Executive Directors are disclosed in all corporate communications. A3. There are four Independent Non-Executive Directors out of twelve directors, representing one-third of the Board.
28 Report on Corporate Governance 26 Natural Beauty Bio-Technology Limited Annual Report 2011 STATEMENT OF COMPLIANCE (Continued) A. Directors (Continued) A4. Appointments, re-election and removal Directors with service contracts, including Executive and Non- Executive Directors, usually serve three-year terms, and are subject to re-election. Mr. Gregory Michael ZELUCK, Mr. Patrick Thomas SIEWERT, Ms. NG Shieu Yeing Christina, Ms. FENG Janine Junyuan did not enter into service contracts with the Company as they are employees of Carlyle Asia Investment Advisors Limited, an entity established in Hong Kong. Carlyle Asia Investment Advisors Limited has offices in Hong Kong, Mumbai, Seoul, Beijing, Shanghai, Singapore and Sydney. Carlyle Asia Investment Advisors Limited acts as the Asian investment advisor to various Asian focused investment funds managed by The Carlyle Group. In accordance with Article 100 of the Articles, any new Director appointed shall hold office only until the first general meeting of the Company after his/her appointment and shall then be eligible for re-election. A. A4. Gregory Michael ZELUCK Carlyle Asia Investment Advisors Limited Carlyle Asia Investment Advisors Limited Carlyle Asia Investment Advisors Limited Carlyle 100 In addition, in accordance with Article 117 of the Articles, onethird of the Directors for the time being, or if their number is not three or a multiple of three, then a number not less than onethird, shall retire from office by rotation at each annual general meeting ( AGM ). Ms. NG Shieu Yeing Christina, Ms. FENG Janine Junyuan, Mr. Francis GOUTENMACHER and Ms. Su- Mei THOMPSON will retire by rotation and, being eligible, offer themselves for re-election at the forthcoming AGM. 117 Francis GOUTENMACHER The Company established a Nomination Committee on 15 December 2011 with a majority of its members being Independent Non-Executive Directors. Mr. YANG Tze-Kaing, an Independent Non-Executive Director, was nominated as the Chairman of the Nomination Committee. The Nomination Committee is responsible for, including but not limited to, reviewing the structure, size and composition of the Board and make recommendation to the Board on selection of candidates for directorships. Full terms of reference (Nomination Committee Charter) are available on the Company s website:
29 Report on Corporate Governance STATEMENT OF COMPLIANCE (Continued) A. Directors (Continued) A4. Appointments, re-election and removal (Continued) No meeting was held by the Nomination Committee during the year ended 31 December 2011 since its establishment on 15 December A5. Responsibilities of Directors On appointment, new Directors will be given comprehensive orientation training by the Company s legal counsel, to explain the responsibilities and duties, and other regulatory requirements. The Company Secretary is responsible for keeping all Directors updated on Listing Rules and other statutory requirements. A. A4. A5. 27 All Independent Non-Executive Directors are members of the Audit Committee, Remuneration Committee and Nomination Committee. Individual Independent Non-Executive Directors are also members of the Executive Committee. The attendance record of individual directors for all Board and Board Committee meetings in 2011 are set out in the beginning of this report. Throughout the year, Directors complied with the required standards of the Model Code for Securities Transactions by Directors of Listed Issuers set out in Appendix 10 to the Listing Rules regarding Directors securities transactions. There were compliance manuals provided to each of the Directors and members of senior management, which set out (a) the principal continuing obligations of the Company and the Directors as a result of the listing of the securities of the Company on the Main Board of the Stock Exchange; and (b) the systems and procedures that the Company, its Directors and senior management should follow in order to ensure compliance with such obligations. (a) (b) A6. Supply of and access to information Board papers were normally sent to all Directors at least three days before the date of the Board/Board Committee meeting. A6. Senior management members are from time to time brought into formal and informal contact with the Board at Board meetings and other events. Board papers and minutes are made available for inspection by Directors and Board Committee members.
30 Report on Corporate Governance 28 Natural Beauty Bio-Technology Limited Annual Report 2011 STATEMENT OF COMPLIANCE (Continued) B. Remuneration of Directors and Senior Management B1. The level and make-up of remuneration and disclosure The Company has set up a Remuneration Committee. Full terms of reference (Remuneration Committee Charter) are available on the Company s website: Mr. Patrick Thomas SIEWERT was appointed as a member of the Remuneration Committee with effect from 24 November Dr. TSAI Yen-Yu, Dr. SU Sh-Hsyu, Mr. Gregory Michael ZELUCK, Mr. CHEN Ruey-Long and Ms. Su-Mei THOMPSON were appointed as members of the Remuneration Committee with effect from 1 February Dr. SU Sh-Hsyu and Mr. Gregory Michael ZELUCK resigned and Mr. Francis GOUTENMACHER and Mr. YANG Tze-Kaing were appointed as members of the Remuneration Committee with effect from 15 December With reference to the Remuneration Committee Charter, each committee member had carefully reviewed and considered the terms of the service contracts during the year, contribution of each of the Directors to the Group, the Directors experience in the beauty and spa business and the market rate paid by comparable companies. B. B1. Gregory Michael ZELUCK Gregory Michael ZELUCK Francis GOUTENMACHER Independent professional advice will be sought to supplement internal resources where appropriate. C. Accountability and Audit C1. Financial reporting Management provided explanation and information to the Board to enable the Board to make an informed assessment of the financial and other information put before the Board for approval. Directors are provided with reports on the management s strategic plans, updates on lines of business, financial objectives, plans and actions. The Directors are responsible for keeping proper accounting records and preparing accounts for each financial period, which give a true and fair view of the state of affairs of the Group and of the results and cash flow for that period. In preparing the accounts for the year ended 31 December 2011, the Directors have: approved the adoption of all applicable Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public Accountants; selected and applied consistently appropriate accounting policies; made judgements and estimates that are prudent and reasonable; prepared the accounts on a going concern basis. C. C1.
31 Report on Corporate Governance STATEMENT OF COMPLIANCE (Continued) C. Accountability and Audit (Continued) C1. Financial reporting (Continued) A statement by the auditors about their reporting responsibilities is included in the Report of the Auditors set out on pages 55 to 56. The Board will present a balanced, clear and understandable assessment to annual and interim reports, other price-sensitive announcements and other financial disclosures required under the Listing Rules, and report to regulators as well as to information required to be disclosed pursuant to statutory requirements. C2. Internal controls The Board has overall responsibility for the system of internal controls and for reviewing its effectiveness. Management regularly reviews the effectiveness of the risk management and system of internal controls and compliance with best practices. The Chief Executive Officer and Chief Financial Officer also report to the Audit Committee on key findings regarding internal controls. The Audit Committee, in turn, communicates any material issues to the full Board. C. C C2. 29 The Board s review will also consider the adequacy of resources, qualifications and experience of staff of the Company s accounting and financial reporting function, and their training programmes and budget. During the year, the Board has conducted reviews of the internal control system and considered the internal control system of the Group has been implemented effectively. C3. Audit Committee Draft minutes prepared by the Company Secretary are sent to members of the Audit Committee within 14 days of each meeting. None of the Audit Committee members is a former partner of the external auditors. Full terms of reference (Audit Committee Charter) are available on the Company s website: The Audit Committee recommended to the Board (which in turn endorsed the view) that, subject to shareholders approval at the forthcoming AGM, Deloitte Touche Tohmatsu be reappointed as the external auditors for During 2011, the Group paid or accrued to the auditor HK$3.1 million for 2011 statutory audit services of the Company. The Group did not receive any non-audit services from the auditors during There is an agreed procedure for Audit Committee members to take independent professional advice at the Company s expense. C3. 3,100,000
32 Report on Corporate Governance 30 Natural Beauty Bio-Technology Limited Annual Report 2011 STATEMENT OF COMPLIANCE (Continued) C. Accountability and Audit (Continued) C3. Audit Committee (Continued) There were no material uncertainties relating to events or conditions that may cast significant doubt upon the Company s ability to continue as a going concern. The Audit Committee did not have any different view from the Board regarding the selection and re-appointment of external auditors. The Audit Committee was provided with sufficient resources to discharge its duties. D. Delegation by the Board D1. Management functions There is a defined schedule of matters reserved for full Board decision, including: C. C3. D. D1. Long-term objectives and strategies; Extension of Group activities into new business areas; Preliminary announcements of interim and final results; Material banking facilities; Material acquisitions and disposals; Material connected transactions; and Annual internal controls assessment. D2. Board Committees The Board has established four Board Committees (Audit Committee, Remuneration Committee, Executive Committee and Nomination Committee) with specific terms of reference available at the Company s website: D2. Board Committees present their respective reports to the Board after each meeting, which address their work and findings.
33 Report on Corporate Governance STATEMENT OF COMPLIANCE (Continued) E. Communication with Shareholders E1. Effective communication Separate resolutions are proposed at the meeting on each substantially separate issue, including the election of individual Directors. Chairperson of the Board and Chairmen of the Board Committees or their respective delegates are requested to attend the forthcoming AGM. There was one AGM held since the issue of the last annual report. Dr. TSAI Yen-Yu, the Chairperson of the Company, was unfit to travel under medical advice (due to tooth implant) and was unable to attend the Company s AGM held on 13 May 2011 ( 2011 AGM ). The Board had arranged for Mr. Patrick Thomas SIEWERT, the Vice-Chairman of the Company and a member of the Executive Committee of the Group, who is well versed in all the business activities and operations of the Group, to attend on her behalf and to chair the meeting and to respond to shareholders questions. E. E1. 31 Mr. Francis GOUTENMACHER and Ms. Su-Mei THOMPSON, who are Independent Non-Executive Directors, also attended the 2011 AGM. Francis GOUTENMACHER The Company arranged for the notice to shareholders for the 2011 AGM at least 20 clear business days before the meeting. 20 There is a dedicated section of Shareholder Services in the Company s website: to provide comprehensive information related to shareholders.
34 Report on Corporate Governance 32 Natural Beauty Bio-Technology Limited Annual Report 2011 STATEMENT OF COMPLIANCE (Continued) E. Communication with Shareholders (Continued) E2. Voting by poll Procedures for conducting a poll were set out in the notice of the 2011 AGM. These procedures were also explained at the commencement of the 2011 AGM. A representative of the Company s Share Registrar, Hong Kong Registrars Limited was appointed as scrutineer during the 2011 AGM. Poll results were published on the same day following the 2011 AGM and posted on the website of the Stock Exchange and that of the Company at ADDITIONAL CORPORATE GOVERNANCE AREAS Institutional shareholder communications We consider it important to have dialogues with institutional shareholders based on mutual understanding of objectives. E. E2. Additional shareholders services can be found in the investor relations section of the Company s website:
35 Management Profile CHAIRPERSON AND EXECUTIVE DIRECTOR: DR. TSAI YEN-YU (ALIAS TSAI YEN-PIN) ( DR. TSAI ) Aged 64, founder and Chairperson of the Company, the wife of Mr. LEE Ming-Ta (an executive Director) and mother of Dr. SU Chien-Cheng and Dr. SU Sh-Hsyu (both are executive Directors), is an executive Director and is responsible for the strategic development of the Group. Dr. TSAI has been awarded numerous honours, positions and prizes such as: Honorary Doctor of Commerce, Dewey University, the USA Fellowship of Asian Knowledge Management Association Female Entrepreneur Award by Ernst & Young Entrepreneur of the Year Taiwan s Top Ten Most Influential Female Entrepreneur awarded by CommonWealth Magazine Outstanding Entrepreneurs of Taiwan awarded by Taiwan Women s Business Association Top 100 Chinese Entrepreneurs of China Bai Yu Lan Award by the Shanghai City Government Principal consultant in the Chinese Ministry of Labor and the programme Ji Qing Chuang Ye of CCTV Principal consultant of cosmetology arbitration panel in the Chinese Ministry of Law 1 Pacemaker Award and Education Award of Beauty and Cosmetics Industry in China Chairman of Association of Beauty Technique in Taipei Chairman of Association of Beauty and Hairstyle in Taiwan VICE CHAIRMAN/EXECUTIVE DIRECTOR: MR. LEE MING-TA Aged 64, is the Vice Chairman and an executive director of the Group. He is the husband of Dr. TSAI, whom is the Chairperson and an executive director of the Group. Mr. LEE is also the father of Dr. SU Chien-Cheng and Dr. SU Sh-Hsyu, both are executive directors of the Company. Prior to joining the Group in 1993, Mr. LEE had worked for various financial institutions at senior management level for over 10 years in corporate management and staff training. Mr. LEE graduated in Fengchia University in Taiwan with a bachelor degree in Banking and Insurance
36 Management Profile 34 Natural Beauty Bio-Technology Limited Annual Report 2011 EXECUTIVE DIRECTOR: DR. SU CHIEN- CHENG Aged 40, the son of Dr. TSAI Yen-Yu (Chairperson and an executive director) and Mr. LEE Ming-Ta (executive director) and he is the elder brother of Dr. SU Sh-Hsyu who is also an executive director of the Company. Dr. SU Chien-Cheng was an non-executive director and redesignated as executive director effective from 15 December He is involved in the financial management and strategic management of the group at Board level. Dr. SU Chien-Cheng graduated from the University of Westminster in UK with a master degree of business administration and obtained his PhD in Business Administration in Shanghai University of Finance and Economics. He joined the Group in EXECUTIVE DIRECTOR: DR. SU SH-HSYU Aged 38, is the daughter of Dr. TSAI Yen-Yu (Chairperson and an executive director) and Mr. LEE Ming-Ta (executive director) and the younger sister of Dr. SU Chien-Cheng, is also an executive director of the Company. Dr. SU Sh-Hsyu was a non-executive director and redesignated as executive director effective from 15 December Dr. SU Sh-Hsyu graduated from the London School of Economics with a Master of Science degree in industrial relations and human resources management and obtained her PhD in international and comparative education from Columbia University in New York, United States. Dr. SU Sh-Hsyu had been actively engaged in the marketing and business development of the Natural Beauty Group in Taiwan and China during the period from 2004 to Dr. SU Sh-Hsyu is involved in strategic management of the group at Board level
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