OmniaLuo Inc a China-based company engaged in the business of designing, developing, marketing and distributing fine women’s apparel under the brand name OMNIALUO, announced that effective January 28, 2008, OmniaLuo appointed six new members to its Board, including four independent directors, established audit, compensation and governance and nominating board committees comprised exclusively of independent directors, and adopted a Code of Ethics, all consistent with the corporate governance standards as set forth in NASDAQ Rule 4350.
Enlarges Board of Directors to include a Majority of Independent Directors:
Effective January 28, 2008, the Board of Directors increased the size of the Board from one to seven members and appointed six new directors, including four independent directors, each of whom was determined to meet the definitions of independence for independent directors and audit committee members under the applicable NASDAQ Marketplace Rules.
Wenbin Fang, Director:
Mr. Fang serves as General Manager of Shen Zhen Meng Sa Di Ka Trading Company, an import/export company. Mr. Fang has more than 17 years of international trade experience, with expertise in the exportation of household goods and clothing products from China.
Mr. Fang received a Bachelor's degree in Industrial Design from Shangdong Design and Art College in 1991 and spent one year (1992-1993) at the Department of Industrial Design at the Italy National Design and Art College.
Qing Huang, Independent Director:
Mr. Huang is currently a general partner of Mingly China Growth Fund, L.P., a private equity fund focused on investing in growth companies in China. Mr. Huang has extensive experience in international financing transactions by Chinese and non-Chinese companies, including private placement and public offerings of corporate equity and debt.
Mr. Huang worked as a lawyer and adviser in the United States, Hong Kong and Shanghai. Mr. Huang graduated from Columbia University School of Law with a J.D. degree, from the University of Chicago with a Master's degree in political science and from Beijing University with a Bachelor's degree in English and American literatures. He is a member of the New York State Bar Association.
Fei Luo, Independent Director:
Mr. Luo founded Beida Zongheng Financial Consulting Co, Ltd. in 1999 and serves as the President and Chairman of the Board. Mr. Luo has extensive venture capital experience and has held executive management positions with the following Chinese venture capital firms: IER Venture Capital Co, Ltd, Shenzhen Yanning Development Co, Ltd, Shenzhen Anxing Financial Consulting Co, Ltd and Shenzhen Anxing Investing Co, Ltd. Mr. Fei Luo received his Master's degree in Economics from Peking University in 1999 and his Bachelor's degree in Economics from Peking University in 1988.
Xiaoyin Luo, Director:
Ms. Luo serves as Director & General Manager of Hutchison Harbour Ring China, a subsidiary of Hutchison Whampoa Limited (HWL) and exclusive licensing agent for Warner Brothers Consumer Product Division (WBCP) in China.
Ms. Luo has extensive experience in operations management, retail network and distribution channel construction, and sub-licensee development. Ms. Xiaoyin Luo holds a Master's of Economics degree and an EMBA degree from China Europe International Business School.
Charles C. Mo, Independent Director:
Mr. Mo is an American certified public accountant (CPA), licensed to practice in the states of California and New Hampshire. He has over 30 years of experience in public and corporate accounting, finance, governance and operations.
He is the founder and general manager of Charles Mo & Co, an executive search firm. He previously served as COO and CFO of Coca-Cola Shanghai and CFO of Nike China. Mr. Mo holds an MBA from California State University, Fullerton. He is fluent in English, Mandarin and Cantonese.
Tianhong Yu, Independent Director:
Mr. Yu has served as Vice President and Managing Director of Huayi Brothers & Taihe Film Investment Co, Ltd, a leading motion picture and television production and distribution company in China, since 2005.
Prior to that, he was the senior manager of TOM.com Inc, a leading wireless internet company in China. Mr. Yu founded Beijing Modern Art Center and CHINALAW DATABASE, the first law database in China. Mr. Yu holds a Bachelor's degree in Economic Law from Peking University in 1988.
The OmniaLuo Board now consists of one OmniaLuo executive officer and principal stockholder (Cindy Luo, Chairwoman and CEO), four independent directors (Qing Huang, Fei Luo, Charles Mo and Tianhong Yu) and two other directors who are substantial stockholders (Wenbin Fang and Xiaoyin Luo). For complete biographies, please refer to the report filed on Form 8-K on February 1, 2008.
Established Board Committees:
Effective January 28, 2008, the Board of Directors established the Company’s Audit, Compensation and Governance and Nominating Committees, and appointed three of the independent directors to serve on each committee.
Mr. Charles Mo possesses accounting and related financial management experience that qualifies him as a financial expert and financially sophisticated within the meaning of Rule 4350(d)(2)(A) of the NASDAQ Marketplace Rules and will serve as Chairman of the Audit Committee. Mr. Huang will serve as the Chairman of the Compensation Committee and Mr. Yu will serve as the Chairman of the Governance and Nominating Committee.
Adopted Code of Ethics:
Effective January 28, 2008, the Board of Directors adopted a Code of Ethics that is applicable to all of OmniaLuo's employees, officers and directors.
“We recognize that it is especially important for Chinese issuers listed in the U.S. to have truly independent board members and to adhere to strict corporate governance standards to ensure that the interests of stockholders are well represented at all times,” said Chairwoman Ms. Cindy Luo.
“Our four independent directors are seasoned and successful professionals who fully understand what it takes to drive and create value in the public marketplace. The establishment of a bona fide and credible Board and the adoption of NASDAQ corporate governance standards are stepping stones towards a NASDAQ Capital Market listing.”
