Hong Chun Yeung
About Hong Chun Yeung
Independent director (age 41) of YHC (LQR House Inc.) since December 2024. A practicing accountant with ~13 years’ audit and advisory experience, he is a Director at Zhonghui Anda CPA and previously worked 5+ years at RSM Hong Kong. He holds a BBA in Accounting from Hong Kong Baptist University and is a practicing member of the Hong Kong Institute of Certified Public Accountants. The Board classifies him as independent under Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| RSM Hong Kong | Auditor (various roles) | Over 5 years prior to Aug 2014 | Audit and assurance experience across multiple industries |
| Various (manufacturing, mining, logistics, engineering clients) | Advisor/Auditor | ~13 years cumulative experience | Audit & assurance, M&A advisory, pre-listing advisory |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Zhonghui Anda CPA | Director | Since Aug 2014 | Audit/assurance firm; HKICPA practicing member |
Board Governance
- Status: Independent director under Nasdaq rules.
- Board and Committee Structure (FY2024): Board met 6 times; Audit Committee met 3 times; Board fixed at 5 members effective from the 2025 Annual Meeting.
- Committees (current disclosed assignments): None for Hong Chun Yeung; other committee memberships concentrated with Jing Lu, Lijun Chen, and James O’Brien (transitioning off after the Annual Meeting).
- Governance policies: Code of Ethics in place; Nominating & Governance oversees related-party approvals; insider trading policy prohibits pledging and hedging of company stock.
Fixed Compensation
| Component | Amount | Frequency/Terms | Source |
|---|---|---|---|
| Annual cash retainer | $36,000 | Paid in monthly installments | (fn 1); |
| Committee fees | Not disclosed | — | — |
| Meeting fees | Not disclosed | — | — |
Performance Compensation
| Grant Type | Grant Date | Number of Units | Post-Split Equivalent | Grant-Date Fair Value | Vesting | Performance Conditions |
|---|---|---|---|---|---|---|
| RSUs | Dec 19, 2024 | 50,000 RSUs | 1,429 shares (1-for-35 split) | $79,500 | 8 equal quarterly installments starting Q1 2025 | Time-based only; no performance metrics disclosed |
| Notes | Includes market stand-off/lock-up in offerings per Independent Director Agreement | |||||
| Citations | (fn 1); ; |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed |
| Prior public company boards | None disclosed |
| Interlocks/conflicts (committee cross-seating, supplier/customer ties) | None disclosed for Yeung; Board independence review confirmed independence |
| Citations |
Expertise & Qualifications
- Technical: Audit and assurance, M&A advisory, pre-listing advisory for listed and pre-listing companies; HKICPA practitioner.
- Education: BBA in Accounting, Hong Kong Baptist University.
- Board qualification signal: Accounting/audit background suited for financial oversight, though not currently assigned to the Audit Committee.
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | % Outstanding | Vested vs Unvested Detail | Notes |
|---|---|---|---|---|
| Hong Chun Yeung | 357 | <1% | Includes 179 shares issuable on June 30, 2025 from RSUs granted Dec 19, 2024 | As of May 1, 2025; post-split basis (1,066,836 shares OS) |
| Citations |
Insider Trades
| Date | Transaction | Shares | Price | Form | Notes |
|---|---|---|---|---|---|
| — | None disclosed in proxy filings for Yeung | — | — | — | Section 16(a) compliance section only flagged a late Form 4 for Alexandra Hoffman; no mention of Yeung. |
| Citations |
Governance Assessment
-
Positives
- Independence and audit pedigree: Classified independent; 13 years of audit/assurance and M&A advisory experience, HKICPA practitioner—skills aligned with financial oversight and internal control remediation.
- Pay structure aligned with shareholders: Modest cash retainer ($36k) plus primarily equity via RSUs ($79.5k fair value), vesting quarterly—encourages alignment and retention. (fn 1)
- Guardrails: Insider trading policy bans pledging and hedging; director agreement includes market stand-off in offerings and robust confidentiality/conflict clauses.
-
Watch Items / RED FLAGS
- No committee assignment: Lack of Audit/Comp/NCG committee role reduces direct influence on key governance levers despite relevant expertise.
- Company-level control risk: Auditor’s report cited material weaknesses in ICFR (lack of segregation of duties); board/audit committee must oversee remediation—his audit expertise could be additive, but effectiveness depends on future committee placement.
- Capital structure/authorization changes: Recent 1-for-35 reverse split and request to increase authorized shares to 350,000,000 elevate dilution risk; directors (including Yeung) agreed to equity grants during this period—investors will watch equity usage closely.
- Related-party backdrop (not involving Yeung): Multiple related-party transactions tied to other insiders in 2023–2024; policy oversight sits with NCG Committee. Continued vigilance needed; no Yeung-specific related-party exposure disclosed.
-
Attendance and engagement
- FY2024 Board met 6 times; Audit Committee met 3 times. Individual attendance rates for Yeung not disclosed.
Employment & Contract Terms (Director Agreement Highlights)
- Term: Two years from appointment (Dec 19, 2024), subject to early termination with 10 days’ notice by either party.
- Compensation: $36,000 annual cash (monthly) plus 50,000 RSUs vesting over eight quarters.
- Independence condition: Appointment contingent on maintaining Nasdaq “independent” status.
- Market stand-off: Agrees to lock-up restrictions in public/private offerings as requested by underwriters/placement agents.
- Expenses/Indemnification: Reimbursement of reasonable expenses; indemnification to fullest extent under Nevada law (separate indemnification agreement).
- Confidentiality/Conflicts/Arbitration: Strong confidentiality and conflict-of-interest covenants; Nevada law; AAA arbitration.
Director Compensation (FY2024 Reported for Non-Employee Directors)
| Director | Cash Compensation ($) | Equity Compensation ($) | Total ($) |
|---|---|---|---|
| Hong Chun Yeung | — | 79,500 | 79,500 |
| Notes | Newly appointed Dec 2024; eligible for $36,000 annual cash fee paid monthly and 50,000 RSUs vesting quarterly beginning Q1 2025 | Grant-date fair value for equity | |
| Citations | (fn 1) |
Potential Conflicts / Related-Party Exposure
- Related-party transactions: The proxy details several related-party arrangements involving other insiders; no transactions involving Yeung were disclosed. Related-party approvals fall under the Nominating & Corporate Governance Committee’s remit.
- Auditor relationships: Company changed auditors to Enrome LLP in April 2025; independence rules preclude directors tied to the outside auditor—Yeung’s firm (Zhonghui Anda CPA) is not identified as the Company’s auditor.
- Hedging/Pledging: Prohibited by insider trading policy, mitigating alignment risks.
Other Directorships & Interlocks
| Type | Entity | Role | Notes |
|---|---|---|---|
| Public company boards | None disclosed | — | — |
| Private/professional boards | Zhonghui Anda CPA | Director | Current role since Aug 2014 |
Bottom Line for Investors
- Yeung brings solid audit/accounting expertise and is classified as independent, with a straightforward director pay mix that is equity-heavy and time-based. His lack of committee assignment is a current limitation; deploying him on the Audit Committee could improve oversight amid disclosed ICFR weaknesses. No related-party issues or insider trading concerns are disclosed for Yeung; overall alignment appears acceptable, contingent on active engagement and future committee placement.