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.

Kaisa Health Group Holdings Limited

ԳΊุ਄ੰණྠછٰϞࠢʮ̡

(Incorporated in Bermuda with limited liability)

(Stock Code: 876)

(1) CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR

AND

(2) CHANGE OF COMPOSITION OF BOARD COMMITTEES

The Board hereby announces that:

  • (1) Mr. Fok Hei Yu has resigned as an independent non-executive Director and also ceased to be the chairman of the Remuneration Committee and a member of the Nomination Committee with effect from 4 March 2021;

  • (2) Ms. Li Yonglan has been appointed as an independent non-executive Director and a member of the Audit Committee with effect from 6 March 2021;

  • (3) Dr. Lyu Aiping has been appointed as the chairman of the Remuneration Committee with effect from 4 March 2021; and

  • (4) Dr. Liu Yanwen has been appointed as a member of the Remuneration Committee and the Nomination Committee with effect from 4 March 2021.

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board (the "Board") of directors (the "Directors") of Kaisa Health Group Holdings Limited (the "Company") announces that Mr. Fok Hei Yu ("Mr. Fok") has tendered his resignation as an independent non-executive Director with effect from 4 March 2021 due to his personal needs to devote more time in other business commitments. Upon his resignation as an independent non-executive Director, Mr. Fok will also cease to be the chairman of the remuneration committee of the Company (the "Remuneration Committee") and a member of the nomination committee of the Company (the "Nomination Committee").

Mr. Fok has confirmed that he has no disagreement with the Board and there is no matter in respect of his resignation above which needs to be brought to the attention of The Stock Exchange of Hong Kong Limited or the shareholders of the Company.

Pursuant to Rule 3.10(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), the board of directors of a listed issuer must include at least three independent non-executive directors and represent at least one-third of the board of directors. Further, the audit committee of the board of directors must comprise a minimum of three members comprising non-executive directors only under Rule 3.21 of the Listing Rules.

Upon the resignation of Mr. Fok as an independent non-executive Director, the Board comprises of six members with four executive Directors and two independent non-executive Directors. As a result, the number of independent non-executive Directors has fallen below the minimum number of three as required under Rule 3.10(1) of the Listing Rules and the number of members of the audit committee of the Board is reduced to two which is below the minimum number prescribed under Rule 3.21 of the Listing Rules.

The Board would like to express its gratitude to Mr. Fok for his contribution to the Company during his tenure of office.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board is pleased to announce that Ms. Li Yonglan (ҽ͑ᚆɾɻ) ("Ms. Li") has been appointed as an independent non-executive Director and a member of the audit committee of the

Company (the "Audit Committee") with effect from 6 March 2021.

The biographical details of Ms. Li are set out as follows:

Ms. Li Yonglan ( ҽ͑ᚆɾɻ )

Ms. Li, aged 41, is currently the deputy chief lawyer of the investment banking and legal affairs department of the Beijing Jingshi (Shenzhen) Law Firm since April 2020. From December 2008 to March 2020, Ms. Li worked as a lawyer in the Zhong Yin Law Firm in Beijing. From January 2006 to November 2008, Ms. Li served as the chief consultant of the online legal platform, China Civil and Commercial Law. From August 2003 to December 2005, Ms. Li was a legal assistant of Beijing Lixing Law Firm.

Ms. Li obtained a bachelor's degree in Laws from The China Agricultural University in June 2003.

Ms. Li has entered into a letter of appointment with the Company for a term of two years commencing from 6 March 2021, and will be entitled to an annual remuneration of HK$250,000, which was determined by the Board and the Remuneration Committee with reference to her experience, duties and responsibilities in the Company as well as the prevailing market conditions. Ms. Li will hold office until the next following general meeting of the Company and is subject to retirement by rotation and re-election at the annual general meetings of the Company in accordance with the bye-laws of the Company.

Ms. Li has confirmed that as at the date of this announcement, (i) she does not hold any other positions with any members of the Group; (ii) she does not, nor did she in the past three years, hold any directorships in other public companies the securities of which are listed on any securities market in Hong Kong or overseas or other major appointments and professional qualifications; (iii) she does not have any relationships with any other Directors, senior management or substantial or controlling shareholders (as defined in the Listing Rules) of the Company; and (iv) she does not have any interests in any 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.

Ms. Li has confirmed that there are no other matters relating to her appointment that are required to be disclosed pursuant to Rules 13.51(2)(h) to 13.51(2)(v) of the Listing Rules and there are no other matters that need to be brought to the attention of the shareholders of the Company.

The Board would like to take this opportunity to welcome Ms. Li to the Board.

Upon the appointment of Ms. Li, the requirements under Rule 3.10 and Rule 3.21 of the Listing Rules is being complied with.

CHANGE OF COMPOSITION OF REMUNERATION AND NOMINATION COMMITTEE

Upon the resignation of Mr. Fok as the chairman of the Remuneration Committee and member of the Nomination Committee, Dr. Lyu Aiping, an independent non-executive Director, has been appointed as the chairman of the Remuneration Committee and Dr. Liu Yanwen, an independent non-executive Director, has been appointed as a member of the Remuneration Committee and the Nomination Committee with effect from 4 March 2021.

By Order of the Board

Kaisa Health Group Holdings Limited

Zhang Huagang

Chairman

Hong Kong, 8 March 2021

As at the date of this announcement, the Board comprises four executive Directors, namely Mr. Zhang Huagang (Chairman), Mr. Luo Jun (Co-Vice Chairman), Mr. Wu Tianyu (Co-Vice Chairman), and Mr. Kwok Ying Shing and three independent non-executive Directors, namely Dr.

Liu Yanwen, Dr. Lyu Aiping and Ms. Li Yonglan.

Attachments

  • Original document
  • Permalink

Disclaimer

Mega Medical Technology Ltd. published this content on 08 March 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 08 March 2021 11:34:07 UTC.