Business Context and Reporting Period
This Form 6-K filing by New Century Logistics (BVI) Limited covers corporate governance updates effective December 18, 2025. The report details the departure of two independent non-executive directors (INEDs) and the appointment of two new INEDs to the Board and its committees.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report is strictly informational regarding board composition and does not contain financial performance data.
Material Changes
- Departures: Ms. Ma Jay Suk Lin and Mr. Liu Kwong Sang ceased serving as INEDs and members of board committees upon the expiration of their terms. The filing states their departure was not due to any disagreement with the Company.
- Appointments: Mr. Mak Tsz Yeung and Ms. Chu Ka Ying were appointed as INEDs effective December 18, 2025.
- Committee Restructuring:
- Audit Committee: Now consists of Mr. Mak, Mr. Kwok Wan Lee, Ms. Chu, and Mr. Ho Kwan Wong (Chairperson).
- Compensation Committee: Now consists of Mr. Mak (Chairperson), Mr. Kwok Wan Lee, and Ms. Chu.
- Nominating and Corporate Governance Committee: Now consists of Mr. Mak, Mr. Kwok Wan Lee (Chairperson), and Ms. Chu.
- Board Composition: The Board now comprises seven directors: three Executive Directors (Mr. Ching Shun Ngan, Mr. Shing Kwan Lam, Henry, and Mr. Long Kin Liu) and four Independent Directors (Mr. Mak, Ms. Chu, Mr. Kwok Wan Lee, and Mr. Ho Kwan Wong).
Outlook, Risks, and Management Commentary
Management expressed gratitude to the departing directors for their contributions. The Board believes the new appointees bring broad management experience. Mr. Mak holds qualifications including CFA, FSA, and FRM, with over 15 years of experience in corporate finance and regulatory compliance. Ms. Chu has extensive experience in company secretarial and corporate governance matters for Hong Kong listed companies. The Board confirmed that the new directors qualify as independent under SEC and Nasdaq rules and that there are no undisclosed family relationships or conflicting transactions.
Key Facts for Investor Verification
- Verify the independence status of the new directors (Mr. Mak and Ms. Chu) against Nasdaq Listing Rule 5605(a)(2).
- Confirm the effective date of the board changes is December 18, 2025.
- Note that the departure of the previous directors was due to term expiration, not operational disagreements.
- Review the specific committee chairperson assignments, particularly Mr. Mak's new role as Chairperson of the Compensation Committee.