Chan Oi Fat
About Chan Oi Fat
Chan Oi Fat (age 46) is an independent director of FiEE, Inc., serving since April 2025. He is Vice President – Finance at SML Group Corporation (since March 2018), and holds governance credentials as Company Secretary at two HKEX-listed issuers; he earned a B.B.A. (Hons) in Accountancy (City University of Hong Kong, 2000) and is a member of ACCA (since 2003) and HKICPA (since 2004). The Board has affirmatively determined he is independent under Nasdaq rules, and he sits on all three standing committees with chair roles on Nominating & Corporate Governance and Compensation.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| China Saftower International Holding Group Ltd (HKEX GEM: 8623) | Independent Non-Executive Director | Jun 2020 – Dec 2023 | Not disclosed |
| Shanghai Prime Machinery Company Ltd (HKEX: 2345) | Independent Non-Executive Director | Jun 2014 – Jan 2021 | Not disclosed |
External Roles
| Organization | Role | Tenure | Market/Context |
|---|---|---|---|
| SML Group Corporation | Vice President – Finance | Since Mar 2018 | Private company; finance leadership |
| China Leon Inspection Holding Ltd (HKEX: 1586) | Company Secretary | Since Feb 2018 | HKEX-listed |
| Raily Aesthetic Medicine International Holdings Ltd (HKEX: 2135) | Company Secretary | Since Nov 2020 | HKEX-listed |
| Huajin International Holdings Ltd (HKEX: 2738) | Independent Non-Executive Director | Since Mar 2025 | HKEX-listed |
| UBoT Holding Ltd (HKEX GEM: 8529) | Independent Non-Executive Director | Since May 2024 | HKEX GEM-listed |
Board Governance
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee chair; Compensation Committee chair. Audit Committee is chaired by David Natan; all members (including Chan) meet Nasdaq/SEC independence and financial literacy standards; Natan is the designated financial expert.
- Committee activity baseline: Audit Committee held 8 meetings in FY 2024; Nominating & Corporate Governance held none; Compensation held none (note Chan joined in 2025; these counts provide baseline activity).
- Board leadership: Hu Bin (independent) serves as Chairman; no Lead Independent Director designated.
- Attendance expectations: The Company expects directors to attend Board and committee meetings; in 2024, directors (then serving) attended at least 75% of meetings; Board met 35 times in 2024 (Chan was not yet on the Board).
Fixed Compensation
| Component | Amount/Terms |
|---|---|
| Cash retainer | $12,500 per quarter, payable quarterly, starting on April 29, 2025; pro-rated for partial quarters. |
| Benefits eligibility | Not eligible to participate in employee benefit programs during the contract period. |
| Expense reimbursement | Reasonable, pre-authorized business travel expenses reimbursed. |
| Meeting fees | Not disclosed. |
| Committee chair fees | Not disclosed. |
Performance Compensation
| Award Type | Shares/Value | Grant/Effective Date | Vesting/Condition | Performance Metrics |
|---|---|---|---|---|
| Common stock issuance right | 100,000 shares | Director Agreement effective April 29, 2025 | Issued if director remains engaged for 1 year from Effective Date or is terminated without cause; time-based, not performance-based. | None disclosed in Director Agreement. |
Equity incentive program context: The proposed 2025 Equity Incentive Plan includes a minimum one-year vesting requirement (limited exceptions), clawback provisions, prohibition on repricing without shareholder approval, and no single-trigger vesting, but director equity under Chan’s agreement is separate and time-based.
Other Directorships & Interlocks
| Company | Role | Start Date | Potential Interlock/Conflict |
|---|---|---|---|
| Huajin International Holdings Ltd (HKEX: 2738) | INED | Mar 2025 | No FiEE-related dealings disclosed. |
| UBoT Holding Ltd (HKEX GEM: 8529) | INED | May 2024 | No FiEE-related dealings disclosed. |
| China Leon Inspection Holding Ltd (HKEX: 1586) | Company Secretary | Feb 2018 | No FiEE-related dealings disclosed. |
| Raily Aesthetic Medicine International Holdings Ltd (HKEX: 2135) | Company Secretary | Nov 2020 | No FiEE-related dealings disclosed. |
No related-party transactions involving Chan were disclosed; family relationship exists between CFO Cao Yu and director Hu Bin, not involving Chan.
Expertise & Qualifications
- Finance and governance credentials: ACCA (since 2003) and HKICPA (since 2004); B.B.A. (Hons) in Accountancy.
- Financial literacy: Audit Committee members (including Chan) meet Nasdaq financial literacy criteria.
- Governance practice: Company Secretary roles at HKEX issuers indicate procedural and disclosure expertise.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Notes |
|---|---|---|---|
| Chan Oi Fat | 0 | 0.0% | No reported beneficial ownership as of Sept 11, 2025; contingent right to 100,000 shares per Director Agreement conditions. |
Insider trading/hedging: Insider trading policy prohibits short sales; Company currently has no hedging policy—potential alignment concern if not later addressed.
Insider Trades and Section 16 Compliance
| Item | Disclosure |
|---|---|
| Section 16(a) compliance (FY 2024) | No delinquencies disclosed for Chan Oi Fat; late filings noted for other individuals (not Chan). |
Governance Assessment
-
Positives
- Independence affirmed; serves as chair of two key committees, indicating governance influence.
- Financial literacy and audit committee membership support oversight of controls and related-party review.
- Director agreement clearly sets cash retainer and scope; includes confidentiality and non-solicit provisions.
-
Concerns / RED FLAGS
- Zero beneficial ownership as of record date suggests limited “skin in the game”; equity issuance contingent on time, not performance (no TSR/financial metrics), which may weaken pay-for-performance alignment for a director.
- No corporate hedging policy in place, which can undermine alignment if directors or officers hedge exposure; short sales are prohibited but hedging is not addressed.
- Committee activity baseline in 2024 shows no meetings for Compensation and Nominating (pre-Chan tenure); monitoring needed to ensure robust cadence under his chairmanship.
- Board has no Lead Independent Director, concentrating coordination in Chairman; monitor efficacy of independent oversight dynamics.
-
Monitoring Items
- Confirm issuance of 100,000 shares upon one-year service (April 29, 2026) and any subsequent ownership changes.
- Track committee meeting frequency and outputs (charter adherence, consultant usage, compensation risk review) under Chan’s chair roles.
- Watch for adoption of anti-hedging policy to strengthen alignment.