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Cosmo Lady (China) Holdings Company Limited (02298.HK)

Apparel

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Cosmo Lady (China) Holdings Company Limited (“Cosmo Lady” or the “Company”, together with its subsidiaries, the “Group”) is principally engaged in the design, research, development and sale of intimate wear. The company is the largest branded intimate wear enterprise in China in terms of both total retail sales in 2013 and the number of retail outlets as of December 31, 2013, according to the Frost & Sullivan Report.

The company designs and sells five major lines of intimate wear products, namely bras, underpants, sleepwear and loungewear, thermal clothes, and others (including leggings and tights, vests, hosiery and accessories) under its core brand Cosmo Lady (都市•儷人) and three sub-brands, namely Cosmo Elegance (都市•絲語), Cosmo Blossom (都市•繽紛派) and Cosmo Esquire (都市•鋒尚) to attract consumers of different demographics...
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Mr. ZHENG Yaonan - Chairman of the Board, Executive Director and Chief Executive Officer

Mr. Zheng Yaonan, aged 42, is the chairman of the Board, an executive Director, the chief executive officer and the chairman of the Nomination Committee of the Company. He also holds positions as an executive director and concurrently as the general manager of a number of the Company’s subsidiaries. He is also one of the founders of the Group. With approximately 18 years of experience in the intimate wear manufacturing and sales industry, Mr. Zheng has been the key driver of the business strategies and achievements to date of the Group. He is primarily responsible for the strategic planning, business development, corporate management and overall performance of the Group. Mr. Zheng has been serving the Group since September 2009.

Mr. Zheng is currently a committee member of Guangdong Provincial Committee of Chinese People’s Political Consultative Conference, a vice chairman of China Youth Entrepreneur Association, a vice chairman of Guangdong Youth Association, an executive vice chairman of World Dongguan Entrepreneurs and the chairman of the supervisory committee of Fujian Chamber of Commerce in Shenzhen.

Mr. Zheng completed the China CEO Program and obtained an executive education program certificate from Cheung Kong Graduate School of Business, Beijing in 2013, and completed an EMBA course at the School of Management of Xiamen University, Xiamen, Fujian Province. In addition, he is also studying an EMBA course in Shanghai Advanced Institute of Finance (“SAIF”) of Shanghai Jiao Tong University and a DBA course at Tsinghua University.

Mr. Zheng is the husband of Ms. Wu Xiaoli, an executive Director and vice president of the Company.

Mr. ZHANG Shengfeng - Executive Director, Deputy Chairman of the Board and Vice President

Mr. Zhang Shengfeng, aged 49, is the deputy chairman of the Board, an executive Director, a vice president and a member of the Remuneration Committee of the Company. He also holds positions as an executive director and concurrently as the general manager of a number of the Company’s subsidiaries. Mr. Zhang is also one of the founders of the Group, and he is primarily responsible for the design, research and development and procurement of the Group. Mr. Zhang has been serving the Group since September 2009.

Mr. Zhang has been the deputy chairman of Dongguan Fenggang Association of Enterprises with Foreign Investment and the executive deputy chairman of Shenzhen Underwear Association since September 2011 and August 2012, respectively and the honorary chairman of Guangdong Underwear Association in March 2016.

Mr. Zhang is currently studying for an executive master’s degree in business administration from the School of Management of Xiamen University, Xiamen, Fujian Province. He completed the executive master of business administration degree at Cheung Kong Graduate School of Business and the EMBA Course at PBC School of Finance, Tsinghua University in 2016. Mr. Zhang obtained a college degree in industrial electric automation from Guangdong University of Technology in 1990.

Mr. LIN Zonghong - Executive Director, Deputy Chairman of the Board and Vice President

Mr. Lin Zonghong, aged 49, is the deputy chairman of the Board, an executive Director and a vice president of the Company. He also holds positions as an executive director and concurrently as the general manager of a number of the Company’s subsidiaries. Mr. Lin is also one of the founders of the Group and he is primarily responsible for the production and logistics of the Group. Mr. Lin has been serving the Group since September 2009.

Mr. Lin is currently studying for an EMBA course at the School of Management of Xiamen University, Xiamen, Fujian Province, and graduated from China Europe International Business School, Shanghai, upon finishing the study of the Advanced Management Program in 2013.

Mr. CHENG Zuming - Executive Director, Vice President and Chief Operating Officer

Mr. Cheng Zuming, aged 41, is an executive Director and a vice president of the Company. He also holds positions as an executive director and concurrently as the general manager in a number of the Company’s subsidiaries. Mr. Cheng is also one of the founders of the Group. He is primarily responsible for the marketing and customer relations of the Group. Mr. Cheng has been serving the Group since September 2009.

Mr. Cheng is currently studying for an EMBA course in SAIF of Shanghai Jiao Tong University, Shanghai and an EMBA course at the School of Management of Xiamen University, Xiamen, Fujian Province.

Ms. WU Xiaoli - Executive Director and Vice President

Ms. Wu Xiaoli, aged 44, is an executive Director and a vice president of the Company. Ms. Wu is primarily responsible for the human resources and administration management of the Group. Ms. Wu has been serving the Group since September 2009.

Ms. Wu graduated from the Executive Development Program for Backbones of Private Enterprises of Guangdong Province at the School of Business Administration of South China University of Technology, Guangzhou, Guangdong Province and the Program for Elites of Leading Cantonese Enterprises at Cheung Kong Graduate School of Business, Guangdong Province.

Ms. Wu is the wife of Mr. Zheng Yaonan.

Mr. WEN Baoma - Non-executive Director

Mr. Wen Baoma, aged 56, is a non-executive Director of the Company. Mr. Wen is primarily responsible for giving strategic advice and making recommendations on the operations and management of the Group. Mr. Wen has been serving the Group since October 2010. Mr. Wen has been a partner of Capital Today China Growth (HK) Limited since 2005. Mr. Wen had held a number of senior positions in various investment companies and an investment bank set forth below:
 

Company and its principal business Duration of tenure Last position held
Actis Capital LLP (Beijing) From 2004 to 2005 Principal
AIG Investment Corporation (Asia) Ltd. From 1998 to 2000 Investment Manager
Intel Capital (Hong Kong) From 2000 to 2004 Investment Manager
Jardine Fleming Holdings Limited From 1995 to 1997 Executive
Wisdom Alliance Limited From 2007 to 2016 Director
Yuanmeng Household Products Co., Ltd. From 2008 to 2017 Director

 

Mr. Wen obtained a bachelor’s degree and a master’s degree in engineering from Tsinghua University, Beijing, in 1984 and 1988, respectively, and a master’s degree in business administration from London Business School of the University of London, London, the United Kingdom, in 1995.

Mr. YAU Chi Ming - Independent Non-executive Director

Mr. Yau Chi Ming, aged 50, is an independent non-executive Director, the chairman of the Audit Committee and a member of the Nomination Committee and Risk Management Committee of the Company. Mr. Yau is mainly responsible for giving strategic advice and making recommendations on the operations and management of the Group. He has been serving the Group since 2014.

Mr. Yau has over 20 years of experience in finance and accounting. He has been the joint company secretary of Consun Pharmaceutical Group Limited since March 2013, an independent non-executive director of Common Splendor International Health Industry Group Limited from February 2013 to June 2017, served as an independent non-executive director of CircuTech International Holdings Limited from April 2015 to June 2016 and served as an independent non-executive director of the Company, the chairman of the audit committee and a member of the remuneration committee of Chinese Energy Holdings Limited from August 2016 to January 2018. Prior to that, Mr. Yau worked at KPMG from August 1992 to November 1994 and from May 1995 to October 2012, and was promoted to a partner in July 2007.

Mr. Yau is a certified public accountant in Hong Kong and a fellow member of the Hong Kong Institute of Certified Public Accountants. Mr. Yau graduated from The University of Hong Kong in 1992 with a bachelor’s degree in Social Sciences. He also obtained a diploma in Business Studies from Hang Seng School in 1986.

Dr. DAI Yiyi - Independent Non-executive Director

Dr. Dai Yiyi, aged 50, is an independent non-executive Director, the chairman of the Remuneration Committee and a member of the Audit Committee and Risk Management Committee of the Company. Dr. Dai is mainly responsible for supervising the activities and decisions of the Remuneration Committee, giving strategic advice and making recommendations on the operations and management of the Group. He has been serving the Group since 2014.

Dr. Dai obtained his bachelor’s degree and doctorate degree in economics in 1989 and 1999, respectively, from Xiamen University, Xiamen, Fujian Province, and also graduated from the Sixth Ford Class of the Sino-American Economics Training Centre of Renmin University of China, Beijing. In 2006, Dr. Dai completed a short term study program named Program on Case Method and Participant-Centered Learning in Harvard Business School, Massachusetts, the United States of America. Dr. Dai has been a full-time professor and a Ph.D. supervisor of the School of Management of Xiamen University since 2004 and 2009, respectively. Dr. Dai was a senior visiting scholar at the Kellogg School of Management of Northwestern University, Illinois, the United States of America from 2007 to 2008 and the School of Management of McGill University, Montreal, Quebec, Canada in 2002.

Dr. Dai holds the position of independent director in the following companies listed on the Shenzhen/Shanghai Stock Exchange and independent non-executive director in the companies listed on the Stock Exchange:

Company and its principal business Duration of tenure Stock exchange
China SCE Property Holdings Limited From February 2010 to present Stock Exchange
Fujian Septwolves Industry Co., Ltd. From July 2016 to present Shenzhen Stock Exchange
Mingfa Group (International) Company Limited From October 2009 to present Stock Exchange
Xiamen C&D Inc.   From July 2016 to Present Shanghai Stock Exchange

 

Dr. Dai had previously been an independent director of the following companies set forth below:

Company and its principal business Duration of tenure Stock exchange
GuangDong Shirongzhaoye Co., Ltd. From December 2008 to January 2013 Shenzhen Stock Exchange
New Hua Du Supercenter Co. Ltd. From May 2013 to May 2017 Shenzhen Stock Exchange
Xiamen ITG Group Co., Ltd. From April 2009 to May 2014 Shanghai Stock Exchange
Xiamen Dazhou Xingye Resources Holdings Limited   From March 2010 to October 2016 Shanghai Stock Exchange

 

Dr. Dai was awarded as the “Top-notch Personnel in Xiamen” (廈門市拔尖人才) in August 2010.

Mr. CHEN Zhigang - Independent Non-Executive Director

Mr. Chen Zhigang, aged 45, is an independent non-executive Director, the chairman of the Risk Management Committee and a member of the Audit Committee, Remuneration Committee and Nomination Committee of the Company. Mr. Chen is mainly responsible for giving strategic advice and making recommendations on the operations and management of the Group. He has been serving the Group since 2014.

Mr. Chen has been a partner and the department head of the Vocation International Certified Public Accountants Co., Ltd. since 2004. He is also a Chinese Certified Public Accountant, certified by The Chinese Institute of Certified Public Accountants in September 2000 and a Certified Public Accountant with Securities and Futures Practice Qualification, certified by the China Securities Regulatory Commission in January 2004.

Mr. Chen has been an independent non-executive director of SZ Reach Tech Co., Ltd. since November 2011, and served as an independent non-executive director of Guangdong Chaohua Technology Co., Ltd. from September 2010 to October 2011.

Mr. SHA Shuang - Vice President, Chief Strategy Officer and E - Commerce Company Chief Executive Officer

Mr. Sha Shuang, aged 45, joined the Group in April 2012. He is a vice president, the chief strategy officer, chief information officer and the chief executive officer for e-commerce business of the Group. He is mainly responsible for the management of the information systems, strategy formulation and the e-commerce business of the Group.

Mr. Sha was appointed as the general manager of the information systems at Li Ning (China) Sports Goods Co., Ltd. and a senior manager of integrated service at the information systems integration and service operation department of Lenovo (Beijing) Co., Ltd.. Mr. Sha obtained a bachelor’s degree in economics of technology from the School of Economics of Jilin University, Changchun, Jilin Province in 1998 and a finance master’s degree of business administration jointly offered by The Chinese University of Hong Kong in collaboration with Tsinghua University in Beijing in 2009. Mr. Sha is an assistant engineer qualified by Chinese Academy of Sciences in 2000.

Mr. Dai Bin - Vice President

Mr. Dai Bin, aged 39, joined the Group in June 2016. He is a vice president of the Company and the president of Ordifen (Hong Kong) Holdings Company Limited, a wholly-owned subsidiary of the Company. He is principally responsible for the operation and management of Ordifen brand.

Mr. Dai was the president of Hangzhou Xingmo Apparel Co., Ltd., the director vice president of Zhejiang Ihappy Apparel Co., Ltd., the general manager of sports life business department of ANTA Sports Products Limited and the national marketing manager of COFCO (Shenzhen) Co., Ltd.. Mr. Dai obtained a bachelor’s degree of science in education from Suzhou University in 2002.
 

Mr. Loo Hong Shing Vincent - Vice President, Chief Financial Officer, Company Secretary and Authorized Representative

Mr. Loo Hong Shing Vincent, aged 51, has been appointed as a vice president, the chief financial officer, company secretary and authorized representative of the Company since December 2016. Before joining the Group, Mr. Loo was an executive director, the chief financial officer, company secretary and authorized representative of Hengan International Group Company Limited, a company listed on the Stock Exchange. Mr. Loo has been appointed as an independent non-executive director of Huabang Financial Holdings Limited, a company listed on the Stock Exchange, since 26 June 2012.

Mr. Loo worked previously in an international firm of accountants in Hong Kong. He is an associate member of the Hong Kong Institute of Certified Public Accountants and a fellow member of the Association of Chartered Certified Accountants.

Mr. Li Guocheng - Vice President and Chief Human Resources Officer

Mr. Li Guocheng, aged 44, joined the Group in August 2017. He is a vice president and the chief human resources officer of the Group. He is mainly responsible for the human resources and investment management of the Group.

Mr. Li was appointed as a vice president of group strategic integration and the chief human resources officer of Shenzhen Eternal Asia Supply Chain Co., Ltd. and human resources manager of Lenovo Group Limited. He obtained a master’s degree in business administration from Warnborough College, the United Kingdom and a master’s degree in business administration from Tsinghua University.

Mr. Mao Yu-in - Vice President

Mr. Mao Yu-in, aged 53, joined the Group in July 2017. He is a vice president of the Group. He is mainly responsible for the large enterprises’ project management and structure building of the Group, formulation of terminal retail and operation standards, as well as coordinating and planning of the big data of the Group’s commodities.

Mr. Mao worked in Nike, Inc. and served as the sports product manager. He was also a vice president of ANTA (China) Co., Ltd. and Tutwo (Xiamen) Outdoor Products Co., Ltd. respectively. Mr. Mao obtained a double master’s degree in marketing and mass communication from University of Hartford, the United States in 1993.

Mr. Yang Zhi - Vice President

Mr. Yang Zhi, aged 40, joined the Group in June 2010. He is a vice president of the Group. He is mainly responsible for financial management of the Group.

Mr. Yang was appointed as the financial controller of A. Best Department Store Supermarket Co., Ltd.. Mr. Yang obtained a master’s degree in business administration from City University of Macau in 2010 and the qualification as international finance manager in 2015.

Mr. YANG Weiqiang - Non-executive Director

Mr. Yang Weiqiang, aged 50, is a non-executive Director of the Company since August 2017.

Mr. Yang has more than 18 years of practice experience in manufacturing industry. He is currently the chairman and president of Shenzhen Qianhai Fosun Ruizhe Asset Management, a non-executive director of Koradior Holdings Limited and a director of Grandland Decoration Group. Mr. Yang served as a senior vice president and an executive director of TCL Corporation. Mr. Yang moved to the investment industry and served as an executive president and a managing director of HEAVEN-SENT Capital Management Group Co., Ltd. from 2008 to 2013. Mr. Yang participated in the preparation of “Q & A of mergers and acquisition of listed companies” issued by the Shenzhen Stock Exchange and served as a core lecturer for mergers and acquisitions field as invited by the Shenzhen Stock Exchange.

Mr. Yang obtained a bachelor’s degree in computer science from Zhengzhou University, master’s degrees in business management from Perking University and Cheung Kong Graduate School of Business, and an executive master of business administration degree from Tsinghua University.

Dr. LU Hong Te - Independent Non-Executive Director

Dr. Lu Hong Te, aged 57, is an independent non-executive Director, a member of the Audit Committee, Remuneration Committee, Nomination Committee and Risk Management Committee of the Company since August 2017. Dr. Lu is mainly responsible for giving strategic advice and making recommendations on the operation and management of the Group.

Dr. Lu is an independent non-executive director of Capxon International Electronic Company Limited, ANTA Sports Products Limited, China Lilang Limited and China SCE Property Holdings Limited and an independent director of Uni-President Enterprises Corp.. Dr. Lu is also an independent director of Firich Enterprises Co., Ltd and Lanner Electronics Inc., the shares of which are traded in Taipei Exchange. Dr. Lu is currently a professor at the department of business administration of Chung Yuan Christian University in Taiwan and serves as a visiting professor at institutions including SGP International Management Academy, Nanyang Technological University’s EMBA Center and Xiamen University’s EMBA Center.

Dr. Lu obtained a bachelor’s degree in industrial management science from National Cheng Kung University in 1983, and a master’s degree and a doctoral degree in marketing from the Graduate Institute of Business Administration of the College of Management of National Taiwan University in 1985 and 1992, respectively.

+ More Board of Directors
Board Committees

The company has established the following committees under the Board: the Audit Committee, the Nomination Committee and the Remuneration Committee. The committees operate in accordance with terms of reference established by the Board.

 
Audit Committee

The Audit Committee consists of three independent non-executive Directors, being Mr. Yau Chi Ming, Dr. Dai Yiyi and Mr. Chen Zhigang. The chairman of the Audit Committee is Mr. Yau Chi Ming.

The primary duties of the Audit Committee include, but are not limited to, the following:
         . to propose the appointment or removal of the external auditor of the Company and to approve the remuneration and terms of engagement of the external auditor, and any questions of its resignation or dismissal;
         . to review and monitor the independence and objectivity of the external auditors and the effectiveness of the audit process;
         . to discuss with the auditor on the nature and scope of the audit and reporting obligations prior to the commencement of the audit;
         . to develop and implement policy on engaging an external auditor to supply non-audit services and to report to the Board, identifying and making recommendations on any matters where action or improvement is needed;
         . to monitor integrity of the issuer’s financial statements and annual report and accounts, half-year report and, if prepared for publication, quarterly reports, and to review significant financial reporting judgments contained in them;
         . to oversee the Company’s financial controls, internal control and risk management systems and their implementation;
         . to discuss the internal control systems with management to ensure that management has performed its duty to maintain an effective internal control;
         . to consider major investigation findings on internal control matters as delegated by the Board or on its own initiative and management’s response to these findings systems;
         . to ensure co-ordination between the internal and external auditors, and to ensure that the internal audit function is adequately resourced and has appropriate standing within the issuer, and to review and monitor its effectiveness;
         . to review the group’s financial and accounting policies and practices;
         . to review the external auditor’s management letter, any material queries raised by the auditor to management about accounting records, financial accounts or systems of control and management’s response;
         . to ensure that the Board will provide a timely response to the issues raised in the external auditor’s management letter and to report to the Board on the matters in this code provision
         . to review the arrangements for employees to raise concerns about financial reporting improprieties
 
Remuneration Committee

The Remuneration Committee consists of two independent non-executive Directors, being Dr. Dai Yiyi and Mr. Chen Zhigang, and one executive Director, being Mr. Zhang Shengfeng. The chairman of the Remuneration Committee is Dr. Dai Yiyi.

The primary duties of the Remuneration Committee include, but are not limited to, the following:
         . to make recommendations to the Board on our policy and structure for all Directors’ and senior management’s remuneration and on the establishment of a formal and transparent procedure for developing remuneration policy;
         . to review and approve senior management’s remuneration proposals with reference to the Board’s corporate goals and objectives;
         . to make recommendations to the Board on the remuneration packages of individual executive Directors and senior management or to determine, with delegated responsibility, the remuneration packages of individual executive Directors and senior management;
         . to make recommendations to the board on the remuneration of non-executive Directors;
         . to consider salaries paid by comparable companies, time commitment and responsibilities and employment conditions elsewhere in the group;
         . to review and approve compensation payable to executive Directors and senior management for any loss or termination of office or appointment to ensure that it is consistent with contractual terms and is otherwise fair and not excessive;
         . to review and approve compensation arrangements relating to dismissal or removal of Directors for misconduct to ensure that they are consistent with contractual terms and are otherwise reasonable and appropriate;
         . to ensure that no Director or any of his associates is involved in deciding his own remuneration.
 
Nomination Committee

The Nomination Committee consists of one executive Director, being Mr. Zheng Yaonan and two independent non-executive Directors, being Mr. Yau Chi Ming and Mr. Chen Zhigang. The chairman of the Nomination Committee is Mr. Zheng Yaonan.

The primary duties of the Nomination Committee include, but are not limited to, the following:
         . to review the structure, size and composition (including the skills, knowledge and experience) of the Board at least annually and make recommendations on any proposed changes to the Board to complement our corporate strategy;
         . to identify individuals suitably qualified to become members of the Board and select or make recommendations to the Board on the selection of individuals nominated for directorships;
         . to assess the independence of independent non-executive Directors;
         . to make recommendations to the Board on the appointment and re-appointment of Directors and succession planning for Directors, in particular the chairman and the chief executive officer.
 
Risk Management Committee

The Risk Management Committee consists of three Independent Non-executive Directors, Mr. CHEN Zhigang, Mr. YAU Chi Ming and Dr. DAI Yiyi. The chairman of the Risk Management Committee is Mr. CHEN Zhigang.

The primary duties of the Risk Management Committee include, but are not limited to, the following:
  1. oversee the design, implementation and monitoring of the risk management system carried out by the management on an ongoing basis;
  2. analyse and independently assess whether the system in managing risk is sufficient, efficient and effective;
  3. monitor and review the process of risk management and advise the Board about the effectiveness of and improvements to be made to the existing risk management system;
  4. consider and continuously monitor the Company’s risk management strategies; provide guidelines to the management on risk management and set up procedures to unveil, assess and manage material risk factors, and ensure management discharges its responsibility to implement an effective risk management;
  5. decide on risk levels, risk appetite and related resources allocation;
  6. evaluate major decisions affecting the Group’s risk profile or exposure and give such directions as it considers appropriate and make recommendations to the Board;
  7. evaluate major risk management activities and make recommendations to the Board;
  8. consider the effectiveness of decision making process in crisis and emergency
  9. situations and maintain the Company’s risk management standards;
  10. review the systems of the Company on risk management;
  11. discuss the risk management system with management to ensure that management has performed its duty to have an effective risk management system. This discussion should include the adequacy of resources, staff qualifications and experience, training programmes and budget of the Company’s accounting and financial reporting function;
  12. consider major investigation findings on risk management matters as delegated by the Board or on its own initiative and management’s response to these findings;
  13. on an annual basis report to the Board on the effectiveness of the risk management systems of the Company and its subsidiaries;
  14. report to the Board on the matters set out herein; and
  15. consider other topics, as defi ned by the Board.
 
Memorandum and Articles of Association
 
Procedures for Shareholders to Propose a Person for Election as Director
 
List of Directors and Their Roles and Functions
 
Shareholders Communication Policy
 

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COMPANY INFORMATION

Listed Date 26 Jun 2014

Address Suite 2012, Tower 1,
Times Square,
1 Matheson Street,
Causeway Bay, Hong Kong

Telephone (852) 2363 0336

Facsimile (852) 2363 0989

Email cosmo-lady@pordahavas.com

No. of Click Rate

139492