Expert Systems Holdings Limited — Board/Management Information 2021

Nov 8, 2021

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.

EXPERT SYSTEMS HOLDINGS LIMITED 思博系統控股有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock code: 8319)

RE-DESIGNATION OF DIRECTOR AND

CHANGES IN COMPOSITION OF AUDIT COMMITTEE

RE-DESIGNATION OF DIRECTOR

Pursuant to the completion of the Group’s acquisition of 70% of the issued share capital of ServiceOne International Holdings Limited (‘‘ServiceOne International’’) (for details of the acquisition please refer to the Company’s announcements dated 9 July 2021 and 8 October 2021 as well as the Company’s circular to the Shareholders dated 17 September 2021), the board (the ‘‘Board’’) of directors (the ‘‘Director(s)’’) of Expert Systems Holdings Limited (the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’) is pleased to announce that Mr. Chan Kin Mei, Stanley ( ‘‘ Mr. Chan’’) has been redesignated from a non-executive Director to an executive Director with effect from 8 November 2021 to better reflect his role in the Group.

CHANGES IN COMPOSITION OF AUDIT COMMITTEE

Following the re-designation of Mr. Chan from a non-executive Director to an executive Director, Mr. Chan ceased to be a member of the audit committee of the Company.

RE-DESIGNATION OF DIRECTOR

Pursuant to the completion of the Group’s acquisition of 70% of the issued share capital of ServiceOne International Holdings Limited (‘‘ServiceOne International’’) (for details of the acquisition please refer to the Company’s announcements dated 9 July 2021 and 8 October 2021 as well as the Company’s circular to the Shareholders dated 17 September 2021), the board (the ‘‘Board’’) of directors (the ‘‘Director(s)’’) of Expert Systems Holdings Limited (the ‘‘Company’’, together with its subsidiaries, the ‘‘Group’’) is pleased to announce that

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Mr. Chan Kin Mei, Stanley (‘‘Mr. Chan’’) has been re-designated from a non-executive Director to an executive Director with effect from 8 November 2021 to better reflect his role in the Group.

Mr. Chan, aged 49, was appointed as a Director on 25 November 2015 and a non-executive Director on 15 March 2016. He is also the chairman of the corporate governance committee of the Company.

Mr. Chan obtained a degree of Bachelor of Arts in Accountancy through distance learning from the University of Bolton in the United Kingdom in September 2007. He was admitted as an associate member of the Institute of Financial Accountants in February 2006.

Mr. Chan has more than 20 years of experience in the accounting, finance and human resources fields. Previously Mr. Chan was the company secretary of our operating subsidiary, Expert Systems Limited, from March 2003 to September 2004 and was in senior managerial position before he joined ServiceOne Limited in March 2016. Currently he is the managing director of ServiceOne Limited, a wholly owned subsidiary of ServiceOne International and also an operating entity of ServiceOne International, responsible for its overall management.

Pursuant to the Director’s service contract entered into between the Company and Mr. Chan, his current term of office is for a period of three years commenced from 15 March 2019, unless terminated by either party giving to the other not less than three months’ prior notice in writing. Mr. Chan is also subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the Articles.

Mr. Chan is entitled to a basic monthly salary of HK$86,875 and performance bonuses to be determined by the Board. Mr. Chan’s emoluments are determined with reference to his role and duties, performance and responsibilities as well as the prevailing market conditions and are subject to revision in future by the decision of the Board based on the recommendation of the Company’s remuneration committee.

As far as the Directors are aware, Mr. Chan does not have any relationships with other Directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the date of this announcement, Mr. Chan was interested in 6,720,000 shares of the Company (‘‘Shares’’). In addition, Mr. Chan holds share options under the Share Option Scheme of the Company entitling him to subscribe for 500,000 Shares. Save as disclosed above, Mr. Chan had no interest or short position in any Shares, underlying Shares or debentures of the Company pursuant to Part XV of the SFO.

As far as the Directors are aware, there is no other information in relation to the redesignation of Mr. Chan that needs to be disclosed pursuant to Rule 17.50(2) of the GEM Listing Rules; and there are no other matters concerning Mr. Chan that need to be brought to the attention of the Shareholders.

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CHANGES IN COMPOSITION OF AUDIT COMMITTEE

Following the re-designation of Mr. Chan from a non-executive Director to an executive Director, Mr. Chan ceased to be a member of the audit committee of the Company. Consequently, the audit committee of the Company now comprises Mr. Au Yu Chiu Steven (chairman), Mr. Chung Fuk Wing Danny, Mr. Ko Man Fu and Mr. Mak Wai Sing.

On behalf of the Board of Expert Systems Holdings Limited Wong Chu Kee Daniel Chairman and non-executive Director

Hong Kong, 8 November 2021

As at the date of this announcement, the Board composition is as follows:

Chairman and non-executive Director:

Mr. Wong Chu Kee Daniel

Chief executive officer and executive Director:

Mr. Lau Wai Kwok

Executive Directors:

Mr. Chan Kin Mei Stanley Ms. Lau Tsz Yan

Mr. So Cheuk Wah Benton

Non-executive Director:

Mr. Chu Siu Sum Alex

Independent non-executive Directors:

Mr. Au Yu Chiu Steven

Mr. Chung Fuk Wing Danny

Mr. Ko Man Fu

Mr. Mak Wai Sing

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to the Company. The Directors, having made all reasonable enquiries, confirm that, to the best of their knowledge and belief, the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive, and there are no other matters the omission of which would make any statement herein or this announcement misleading.

This announcement will remain on the Stock Exchange’s website at www.hkexnews.hk, the GEM website at www.hkgem.com, on the ‘‘Latest Company Announcements’’ page for at least seven days from the date of its posting and the Company’s website at www.expertsystems.com.hk.

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