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CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTORANDCHANGE IN COMPOSITION OF BOARD COMMITTEES

2024-07-15 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.Kidztech Holdings Limited奇士达控股有限公司 (Incorporated in the Cayman Islands with limited liability) (Stock Code: 6918) CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHANGE IN COMPOSITION OF BOARD COMMITTEES RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR The board (the “Board”) of directors (the “Director(s)”) of Kidztech Holdings Limited (the “Company” together with its subsidiaries the “Group”) hereby announces that Mr. He Weidong (“Mr. He”) has resigned as an independent non-executive Director the chairman of the nomination committee (the “Nomination Committee”) of the Company and a member of each of the remuneration committee (the “Remuneration Committee”) and the audit committee (the “Audit Committee”) of the Company all with effect from 15 July 2024 due to his plan for retirement. Mr. He has confirmed that he has no disagreement with the Board and there is no other matter relating to his resignation that needs to be brought to the attention of the shareholders (the “Shareholders”) of the Company or The Stock Exchange of Hong Kong Limited (the “Stock Exchange”).The Board would like to express its sincere gratitude to Mr. He for his valuable contribution to the Company during his term of office.– 1 –APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR The Board is pleased to announce that Ms. Huang Chunlian (黄春莲) (“Ms. Huang”) has been appointed as an independent non-executive Director the chairperson of the Nomination Committee and a member of each of the Remuneration Committee and Audit Committee all with effect from 15 July 2024.The biographical details of Ms. Huang are set out below.Ms. Huang aged 29 obtained a Bachelor’s degree in Accounting from South China Normal University (华南师范大学) in China in 2020. Ms. Huang has accumulated over 7 years of experience in accounting and financial management and possesses expertise in customs logistics and related industries. Since January 2020 Ms. Huang has served as the financial director of Shenzhen Guangyi Xiangtong Trading Company Limited* (深圳市广翊翔 通贸易有限公司). From 30 April 2024 to 26 June 2024 Ms. Huang also served as an independent non-executive director of Momentum Financial Holdings Limited (stock code: 1152) a company listed on the main board of the Stock Exchange. The Board believes that Ms. Huang will make valuable contribution to the Company with her experience and expertise in accounting and financial management.Ms. Huang has entered into an appointment letter with the Company for an initial term of three years commencing on 15 July 2024 which shall continue thereafter unless and until terminated by either party with prior notice subject to termination under certain circumstances set out therein. Ms. Huang’s directorship in the Company is subject to retirement by rotation and re-election at an annual general meeting of the Company in accordance with the articles of association of the Company. Pursuant to the appointment letter entered into between Ms. Huang and the Company Ms. Huang will be entitled to a director’s fee of HK$36000 per annum which is determined with reference to her relevant qualifications experience responsibilities and duties in the Company salaries paid by comparable companies and employment conditions elsewhere in the Group.Save as disclosed above to the best knowledge and belief of the Board and having made all reasonable enquiries Ms. Huang (i) does not hold any other position in the Company or any subsidiaries of the Company; (ii) has not held in the last three years any other directorships in public companies the securities of which are listed on any securities market in Hong Kong or overseas; (iii) does not have any relationships with any directors senior management substantial shareholders or controlling shareholders of the Company; and (iv) does not have any interests in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong) as of the date of this announcement.– 2 –Ms. Huang has confirmed that (i) she meets the independence criteria for directors as set out in Rule 3.13 of the Listing Rules as regards each of the factors referred to in Rule 3.13(1) to (8) of the Listing Rules; (ii) she has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person (as such term is defined in the Listing Rules) of the Company; and (iii) there are no other factors that may affect her independence at the time of her appointment. The Nomination Committee has assessed and reviewed the written confirmation of independence provided by Ms. Huang and considered that she satisfied the independence criteria as set out in Rule 3.13 of the Listing Rules. There are also no other matters required to be disclosed under Rule 3.14 of the Listing Rules.Save as disclosed in this announcement the Board is not aware of any other matters which need to be brought to the attention of the shareholders of the Company regarding the appointment of Ms. Huang or any other information that need to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules.Ms. Huang has obtained legal advice from a firm of solicitors under Rule 3.09D of the Listing Rules and has confirmed that she understood her obligations as a Director.The Board would like to take this opportunity to express its warmest welcome to Ms. Huang in joining the Board.By order of the Board Kidztech Holdings Limited Yu Huang Chairman Hong Kong 15 July 2024 As at the date of this announcement the Board comprises Mr. Yu Huang and Mr. Zhu Qiang as executive Directors Ms. Zheng Jingyun as the non-executive Director and Ms. Wang Shiling Mr. Gong Lan and Ms.Huang Chunlian as independent non-executive Directors.* For identification purposes only –3–