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EXTENSION OF TIME FOR APPOINTMENT OFINDEPENDENT NON-EXECUTIVE DIRECTOR

2024-06-06 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.(Incorporated in the Cayman Islands with limited liability) (Stock code: 1653) EXTENSION OF TIME FOR APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR Reference is made to the announcements of the Company dated 16 February 2024 and 14 May 2024 (the ‘‘Announcements’’) in relation to among other things the non- compliance with Rules 3.10(1) 3.21 and 3.27A of the Listing Rules with regard to the composition of the Board as a result of the resignation of Dr. LAM Lee G. as an independent non-executive Director. Unless otherwise defined capitalized terms used in this announcement shall have the same meanings as those defined in the Announcements.CONTINUING NON-COMPLIANCE WITH RULES 3.10(1) 3.21 AND 3.27A OF THE LISTING RULES As disclosed in the Announcements following the resignation of Dr. LAM as an independent non-executive Director with effect from 15 February 2024 the Board has only two independent non-executive Directors which fell short of the minimum number (namely three independent non-executive Directors) as required under Rule 3.10(1) of the Listing Rules.The required composition of the audit committee and nomination committee did not meet the requirements under Rule 3.21 and Rule 3.27A of the Listing Rules: i) the audit committee currently comprises of two independent non-executive Directors which fails to comply with the requirement of Rule 3.21 of the Listing Rules that the audit committee must comprise a minimum of three members; and ii) the nomination committee currently comprises of one executive Director and one independent non-executive Director which fails to comply with the requirement of Rule 3.27A of the Listing Rules in respect of having a majority members being independent non-executive Directors.– 1 –Pursuant to Rules 3.11(1) 3.23 and 3.27A of the Listing Rules the Company should appoint sufficient number of independent non-executive Directors to meet the requirements under Rules 3.10(1) 3.21 and 3.27A of the Listing Rules within three months after failing to meet such requirements (i.e. on or before 14 May 2024 the Grace Period).During the past few months the Board has adopted rigorous selection process for candidates who possess appropriate skills and experiences and satisfy the diversity policy of the Board.The Company has approached several potential candidates and a shortlist of three potential candidates were finally confirmed in the first two weeks of April 2024. As independent non- executive Directors play a key role in overseeing the Group’s risk management and internal controls it takes time for the Company to arrange further rounds of interviews with such candidates to have comprehensive assessment on their suitability experiences skills qualification and independency and to perform due diligence checks on their backgrounds and academic/career proofs etc.GRANT OF EXTENSION OF TIME The Company has applied to the Stock Exchange for and the Stock Exchange has granted to the Company a waiver from strict compliance with Rules 3.10(1) 3.21 and 3.27A of the Listing Rules and extension of the Grace Period to 14 August 2024 (the ‘‘Extended Grace Period’’) for filling the vacancy.The Company aims to confirm the engagement of an additional independent non-executive Director as soon as practicable and in any event no later than the Extended Grace Period.In additional based on the information currently available and the best estimation of the Board it is expected that the Company will not carry out any transaction that will require the formation of an independent board committee during the Extended Grace Period.Further announcement will be made by the Company as appropriate and in accordance with the Listing Rules.By Order of the Board MOS House Group Limited Simon Tso Chairman Hong Kong 6 June 2024 As at the date of this announcement the Board comprises of two executive Directors namely Mr. Simon Tso and Ms. Tsui To Fei and two independent non-executive Directors namely Mr. Woo King Hang JP and Mr. Hui Chun Tak. PDSM.–2–