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PROPOSED CHANGE OF AUDITOR, ANDAPPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTORAND MEMBER OF THE REMUNERATIONAND NOMINATION COMMITTEE

2024-05-28 00:00:00

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.CHINA ELECTRONICS HUADA TECHNOLOGY COMPANY LIMITED中国电子华大科技有限公司 (Incorporated in the Cayman Islands and continued in Bermuda with limited liability) (Stock Code: 00085) ANNOUNCEMENT PROPOSED CHANGE OF AUDITOR AND APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND MEMBER OF THE REMUNERATION AND NOMINATION COMMITTEE This announcement is made by China Electronics Huada Technology Company Limited (the “Company” together with its subsidiaries the “Group”) pursuant to Rule 13.51(4) and Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “Listing Rules”).PROPOSED CHANGE OF AUDITOR In order to ensure that the Company’s auditor maintains its objectivity and independence and that the Company upholds good corporate governance the board of directors of the Company (the “Board”) considered that it is an appropriate time to change the existing auditor of the Company PricewaterhouseCoopers (“PwC”) after it retires with effect from the conclusion of the annual general meeting of the Company to be held on 28 June 2024 (the “AGM”). The Board has proposed not to re-appoint PwC as auditor of the Company after its retirement from the conclusion of the AGM. The Board has asked the audit committee of the Company (the “Audit Committee”) to consider the proposed change of auditor and make recommendations on the appointment of auditor. After due and careful discussion and consideration taking into account among other things the proposed fees and the independence of the proposed new auditor the Audit Committee recommended Mazars CPA Limited be appointed as the auditor of the Company following the retirement of 1PwC. On 28 May 2024 upon recommendation of the Audit Committee the Board resolved to recommend the appointment of Mazars CPA Limited as the auditor of the Company following the retirement of PwC with effect from the conclusion of the AGM and to hold office until the conclusion of the next annual general meeting of the Company. Such appointment is subject to the approval of the shareholders of the Company (the “Shareholders”) at the AGM. A circular containing among other things details of the proposed change of auditor together with the notice of the AGM will be despatched to the Shareholders in due course.The Board is not aware of any disagreement between PwC and the Company. PwC has not issued any confirmation on whether there are any matters that need to be brought to the attention of the Shareholders regarding its retirement at the AGM due to the Company being incorporated in the Cayman Islands and continued in Bermuda and Bermuda law does not require such confirmation from a retiring auditor. In accordance with the Companies Act 1981 of Bermuda Mazars CPA Limited is required to request from PwC a written statement of the circumstances and reasons why (in PwC’s opinion) it is being replaced as auditors. As at the date of this announcement Mazars CPA Limited has not sent such request. PwC is not obliged to give such a written statement to Mazars CPA Limited and Mazars CPA Limited can accept its appointment if within 15 days after making the request it does not receive a written statement as requested. Save as disclosed herein the Board has confirmed that there is no other matter relating to the proposed change of auditor of the Company that needs to be brought to the attention of the Shareholders.APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND MEMBER OF THE REMUNERATION AND NOMINATION COMMITTEE The Board announces that Ms. Huang Yaping (“Ms. Huang”) has been appointed as an independent non-executive director of the Company and a member of the remunerationand nomination committee of the Company (the “Remuneration and NominationCommittee”) with effect from 28 May 2024.Ms. Huang aged 55 graduated from China University of Political Science and Law with a Bachelor’s degree in Laws and holds a Lawyer’s License in the People’s Republic of China. Ms. Huang is currently serving as a senior partner a director of the corporate mergers and acquisitions and commercial affairs committee and a member of the corporate securities operation internal verification committee of Guantao Law Firm as well as a managing partner of Guantao Law Firm Shenzhen office. Ms. Huang was a practicing lawyer of Shenzhen Finance and Real Estate Law Firm and an executive partner of Guangdong Jindi Law Firm. Ms. Huang was a council member of Shenzhen Lawyers Association and a deputy director of the securities law professional committee of Guangdong Lawyers Association. Ms. Huang’s main areas of practice include corporate finance and securities and possess a wealth of practicing experience in the areas of corporate listing and securities offering investment and financing and restructuring and mergers and acquisitions. During the past three years and as at the date of this announcement Ms. Huang has not held any directorship in any listed public company. 2Ms. Huang has not entered into any service contract with the Company which provides for a specified length of service. Ms. Huang will be subject to retirement by rotation and re-election in accordance with the bye-laws of the Company and the Listing Rules.Ms. Huang will receive an annual director fee of HK$200000 in her capacity as an independent non-executive director of the Company and a member of the Remuneration and Nomination Committee.Ms. Huang confirmed that she has met the independence guidelines set out in Rule 3.13 of the Listing Rules. In particular Ms. Huang has confirmed: (i) her independence as regards each of the factors referred to in Rule 3.13(1) to (8) of the Listing Rules; (ii) that she had no past or present financial or other interest in the business of the Group or no connection with any core connected persons (as defined in the Listing Rules) of the Company; and (iii) that there are no other factors that may affect her independence at the time of her appointment.Save as disclosed herein Ms. Huang does not have any relationship with any directors senior management substantial shareholders or controlling shareholders of the Company. As at the date of this announcement Ms. Huang does not have any interest in shares or underlying shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong).Save as disclosed herein there is no other matter relating to the appointment of Ms. Huang that needs to be brought to the attention of the Shareholders nor is there any other information required to be disclosed pursuant to the requirements of Rule 13.51(2) of the Listing Rules.By Order of the Board China Electronics Huada Technology Company Limited Xu Haidong Chairman Hong Kong 28 May 2024 As at the date of this announcement the Board comprises two Non-executive Directors namely Mr. Xu Haidong (Chairman) and Ms. Liu Jinmei two Executive Directors namely Mr. Chang Feng (Deputy Chairman and Managing Director) and Mr. Wang Jian and four Independent Non-executive Directors namely Mr. Chan Kay Cheung Mr. Qiu Hongsheng Mr. Chow Chan Lum and Ms. Huang Yaping. 3