Luk Sui Cheung Peter
About Luk Sui Cheung Peter
Mr. Luk Sui Cheung Peter, age 70, was appointed as an independent director of A SPAC II Acquisition Corp. effective July 28, 2025, following the mailed SC 14F-1 information statement. He has nearly four decades in international building-materials trade and has served since 2001 as Managing Director of Global Stone & Tile (HK) Ltd.; his education includes a Postgraduate Diploma in Marketing (University of the West of England, 1982) and a Higher National Diploma in Business Studies (Oxford Brookes University, 1980). He is designated an independent director and joins the board alongside a post-close reconstitution of directors.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Global Stone & Tile (HK) Ltd. | Managing Director | 2001–present | Product development and market expansion; nominated natural-stone supplier for Hong Kong Disneyland Resort & Hotels |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Global Stone & Tile (HK) Ltd. | Managing Director | 2001–present | Hong Kong-based natural stone supplier; market expansion and product development leadership |
Board Governance
- Appointment and role: Independent director; effective July 28, 2025
- Indemnity agreement: Executed July 28, 2025 (same terms as S-1 exhibits)
- Independence: Company states committee members (including Mr. Luk) will qualify as independent under Nasdaq standards; company trades OTC and is not subject to exchange independence requirements
- Committees and chair roles:
- Audit Committee: Member; Chair is Minjie Mao; audit committee charter adopted
- Nominating Committee: Chair; oversees director selection
- Compensation Committee: Chair; reviews officer compensation and equity plans; no consultant engaged; did not meet during 2024
- Articles of association: No cash remuneration to directors prior to consummation of a business combination
Committee Memberships
| Committee | Membership | Chair | Independence Claim |
|---|---|---|---|
| Audit | Member | Minjie Mao | Members to qualify under Nasdaq standards |
| Nominating | Chair | Luk Sui Cheung Peter | Members to qualify under Nasdaq standards |
| Compensation | Chair | Luk Sui Cheung Peter | Members to qualify under Nasdaq standards; committee did not meet in 2024 |
Fixed Compensation
| Component | Amount / Terms | Citation |
|---|---|---|
| Annual Director Cash Retainer | $0 prior to business combination per articles | |
| Committee Membership Fees | $0 prior to business combination | |
| Committee Chair Fees | $0 prior to business combination | |
| Meeting Fees | $0 prior to business combination | |
| Indemnity Agreement | Executed July 28, 2025; standard form per S-1 exhibits |
Notwithstanding the foregoing, existing shareholders (including directors) and their affiliates will receive no compensation of any kind prior to consummation of a business combination.
Performance Compensation
| Metric Category | Status | Citation |
|---|---|---|
| Stock awards (RSUs/PSUs) | Not applicable prior to business combination (no compensation) | |
| Option awards | Not applicable prior to business combination (no compensation) | |
| Performance metrics (TSR, EBITDA, ESG) | Not disclosed; none applicable pre-business combination | |
| Clawback provisions | Not disclosed; company has a code of ethics |
Other Directorships & Interlocks
| Company | Type | Role | Committee Positions | Overlap/Interlocks |
|---|---|---|---|---|
| Not disclosed | — | — | — | No other public company directorships specified in SC 14F-1/8-K biographies |
Expertise & Qualifications
- Four decades in international building-materials trade, with leadership in product development and marketing
- Postgraduate Diploma in Marketing (UWE Bristol, 1982); HND in Business Studies (Oxford Brookes, 1980)
- Operational leadership and market expansion track record (supplier to major projects like Hong Kong Disneyland)
- Committee leadership experience expected at ASCBF (nominating chair; compensation chair; audit member)
Equity Ownership
| Item | Value | Citation |
|---|---|---|
| Total beneficial ownership (shares) | Not reported for Mr. Luk in SC 14F-1 table | |
| Ownership % of shares outstanding | Not reported for Mr. Luk | |
| Shares outstanding (reference) | 5,687,978 total (5,587,978 Class A; 100,000 Class B) | |
| Options/warrants held | Not reported for Mr. Luk | |
| Shares pledged | Not disclosed |
Sponsor control reference: A SPAC II (Holdings) Corp. beneficially owns 4,900,000 Class A and 100,000 Class B, controlling ~87.9% voting; Sponsor controlled by Yip Tsz Yan. Mr. Luk is not listed with share ownership in this table.
Governance Assessment
- Board reconstitution and change of control: The July 2025 sponsor sale and SC 14F-1 led to a majority board change, with Mr. Luk appointed alongside other new directors—this indicates a governance reset and concentrated sponsor control (~87.9% voting). This can reduce minority shareholder influence and raises oversight expectations for independent directors.
- Independence and committee leadership: Mr. Luk is designated independent and chairs both the nominating and compensation committees while serving on audit; this central role places him at the heart of board composition and pay oversight. Effective performance will be key to investor confidence given OTC listing and combined CEO/CFO/Chair roles held by a single executive.
- Compensation governance: No director compensation pre-business combination reduces near-term financial conflicts; however, the compensation committee did not meet in 2024 and no consultant is engaged—investors will scrutinize future post-merger pay structures and processes under Mr. Luk’s chairship.
- Related-party transaction oversight: The audit committee charter assigns pre-approval and review of related-party transactions; Mr. Luk’s role across committees increases accountability for conflict reviews, which is a positive governance control in a sponsor-controlled structure.
- Legal and ethical baseline: The company reports no disqualifying legal proceedings for nominees and has adopted a code of ethics; these are baseline governance elements but do not substitute for demonstrated board effectiveness post-transition.
Red Flags and Watch Items
- Concentrated control: Sponsor’s ~87.9% voting control post-transaction; minority protections depend heavily on independent committee effectiveness.
- Role concentration: CEO, CFO, and Chairman combined in one individual; elevates importance of independent directors and executive session practices (not disclosed).
- Process rigor: Compensation committee inactivity in 2024 and absence of compensation consultant; future pay frameworks warrant close monitoring under Mr. Luk’s chairship.
- Ownership alignment: Mr. Luk not listed with beneficial ownership at appointment; alignment will be clearer once post-business combination director compensation/equity programs are disclosed.