China Overseas Property Holdings Limited announced with sorrow that Mr. So, Gregory Kam Leung, an independent non-executive Director, the chairman of the remuneration committee and a member of the audit committee, the nomination committee and the sustainability steering committee of the Company, passed away on December 13, 2025. Mr. So had served the Board as an independent non-executive Director since October 2018. Following the passing away of Mr. So, the Board comprises seven Directors, of which three are executive Directors, two are non-executive Directors and two are independent non-executive Directors.
The Company currently does not comply with the following requirements under the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited: (i) the requirement under Rule 3.10(1) of the Listing Rules which stipulates that the board must include at least three independent non-executive directors; (ii) the requirement under Rule 3.10A of the Listing Rules which stipulates that independent non-executive directors must represent at least one-third of the board; (iii) the requirement under Rule 3.21 of the Listing Rules which stipulates that the audit committee must comprise a minimum of three members; (iv) the requirement under Rule 3.25 of the Listing Rules which stipulates that the remuneration committee must be chaired by an independent non-executive director; and (v) the requirement under Rule 3.27A of the Listing Rules which stipulates that the nomination committee must comprise a majority of independent non-executive directors. The Company will endeavor to identify suitable candidates to fill the vacancies of the independent non-executive Director and the relevant Board committees in order to comply with the requirements under the Listing Rules as soon as practicable and in any event within the period prescribed under Rules 3.11, 3.23, 3.27 and 3.27C of the Listing Rules. Further announcement will be made by the Company as and when appropriate in accordance with the Listing Rules.
The Company?s operation activities are carried out normally and will not be adversely affected by it. As at the date of this announcement, the Board comprises seven Directors, of which three are Executive Directors, namely Mr. Zhang Guiqing (Chairman), Mr. Xiao Junqiang (Chief Executive Officer) and Mr. Kam Yuk Fai (Chief Financial Officer); two are Non-executive Directors, namely, Mr. Guo Lei and Ms. Ng, Yat Wing Athena; and two are Independent Non-executive Directors, namely, Mr. Yung, Wing Ki Samuel and Mr. Lim, Wan Fung Bernard Vincent.
