Huitongda Network Co., Ltd. — Board/Management Information 2023

Sep 20, 2023

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.

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Huitongda Network Co., Ltd. 匯通達網絡股份有限公司

(A joint stock company incorporated in the People’s Republic of China with limited liability)

(Stock code: 9878)

PROPOSED CHANGE OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND ADJUSTMENT TO THE COMPOSITION OF THE SPECIALIZED COMMITTEE OF THE BOARD

PROPOSED REMOVAL OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board (the “ Board ”) of directors (the “ Director(s) ”) of Huitongda Network Co., Ltd. (the “ Company ”, together with its subsidiaries, the “ Group ”) announces that, the Company considered and approved, among other things, the resolution in relation to the proposed removal of Mr. Cheng Zichuan (“ Mr. Cheng ”) as an independent non-executive Director at the Board meeting held on September 20, 2023. The Board proposes the removal of all the positions held by Mr. Cheng in the Company, including the positions of independent non-executive Director and the chairman of the nomination committee of the Board (the “ Proposed Removal ”). The Proposed Removal shall be subject to the approval of the general meeting of the Company (the “ General Meeting ”).

Mr. Cheng has failed to attend two consecutive meetings of the Board either personally or by appointing other Directors to attend on his behalf. As at the date of this announcement, despite the Board’s efforts, it has still been unable to contact Mr. Cheng.

Pursuant to Article 130 of the Company’s articles of association (the “ Articles of Association ”), a director shall be deemed incapable of carrying out his/her duties if he/she fails to attend two consecutive meetings of the Board either personally or by appointing other directors to attend on his/her behalf. The Board shall make a proposal to the general meeting to remove such a director. Pursuant to Article 127 of the Articles of Association, under the prerequisite of abiding by relevant laws and administrative regulations, the general meeting may remove any director before the expiration of his/her term of office by way of an ordinary resolution.

Having considered the above, in order to ensure the normal operation efficiency of the Board, the Board agrees to submit the resolution in relation to the Proposed Removal to the General Meeting for consideration and approval by way of an ordinary resolution.

The Board is of the view that the Proposed Removal is in the interests of the Company and its shareholders (the “ Shareholder(s) ”) as a whole, and if the Proposed Removal takes effect, it will not have any material adverse impact on the operations of the Group.

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Save as disclosed in this announcement, to the best of the Directors’ knowledge, information and belief, the Board is not aware of any disagreement between Mr. Cheng and the Board, and there are no other matters relating to the Proposed Removal that need to be brought to the attention of The Stock Exchange of Hong Kong Limited (the “ Hong Kong Stock Exchange ”) or the Shareholders.

PROPOSED ELECTION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board further announces that, the Company considered and approved, among other things, the resolution in relation to the proposed election of Mr. Diao Yang (“ Mr. Diao ”) as a candidate for independent non-executive Director of the third session of the Board at the Board meeting held on September 20, 2023. The term of office of Mr. Diao shall be effective from the date of approval at the General Meeting until the expiry of the term of the third session of the Board. He is eligible for re-election after the expiry of his term of office.

The biographical details of Mr. Diao and other information relating to his appointment required to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on the Hong Kong Stock Exchange (the “ Listing Rules ”) are set out below:

Mr. Diao Yang (刁揚) , aged 50. Mr. Diao has over 17 years of experience in corporate finance and has deep insights and opinions of China’s technology, media and communications and consumer goods industries. Mr. Diao founded Paradigm Advisors Holdings (Hong Kong) Limited (騰達資本 顧問有限公司) in November 2016 and has been serving as its director since then. He has been the co-founder of Parantoux Capital Limited (藍藤資本有限公司) since March 2016. From October 2014 to April 2016, he worked as a managing director of the investment banking department of China Renaissance Securities (Hong Kong) Limited. He worked at J.P. Morgan Securities (Asia Pacific) Limited from May 2006 to October 2014, where his last position was a managing director at the global investment banking department. He worked as an associate at Morgan Stanley Asia Limited from July 2005 to April 2006.

Mr. Diao obtained his bachelor of arts degree in economics from Connecticut College in the United States in May 1997, and obtained his master of business administration degree from Columbia Business School in the United States in May 2001.

Save as disclosed in this announcement, as at the date of this announcement, Mr. Diao has confirmed that: (i) he has not held any other directorships in any listed companies, in Hong Kong or overseas, in the last three years, nor any other positions within the Group; (ii) he does not have any relationship with any Directors, supervisors, senior management, substantial Shareholder or controlling Shareholder of the Company; (iii) he does not have nor is deemed to have any interests or short positions in the shares, underlying shares or bonds of the Company or its associated corporation(s) within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571 of the Laws of Hong Kong); (iv) he has not been penalized by China Securities Regulatory Commission and other relevant authorities nor been disciplined by any stock exchanges; and (v) there are no other matters relating to his appointment that need to be brought to the attention of the Shareholders nor is there any information required to be disclosed pursuant to Rule 13.51(2)(h) to (v) of the Listing Rules, and there are no other matters that need to be brought to the attention of the Shareholders or the Hong Kong Stock Exchange.

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Subject to the approval of Mr. Diao’s appointment at the General Meeting, the Company will enter into a Director’s service contract with him. As an independent non-executive Director, Mr. Diao will receive a Director’s allowance of RMB120,000 per annum from the Company during his term of office.

ADJUSTMENT TO THE COMPOSITION OF THE SPECIALIZED COMMITTEE OF THE BOARD

The Board further announces that, the Company considered and approved, among other things, the resolution in relation to the adjustment to the member of the specialized committee of the Board at the Board meeting held on September 20, 2023. The Board appoints Mr. Diao as the chairman of the nomination committee of the Board, the term of office of which shall be effective from the date of approval of the election of Mr. Diao as an independent non-executive Director of the third session of the Board at the General Meeting until the expiry of the term of the third session of the Board.

Save as disclosed above, the Board does not make any other adjustment to the composition of each specialized committee of the Board.

GENERAL

The above resolutions in relation to the Proposed Removal and the proposed election of independent non-executive Director will be submitted to the General Meeting for consideration and approval by way of an ordinary resolution, respectively. A circular containing, among other things, further details of (i) the Proposed Removal; and (ii) the proposed election of independent non-executive Director, together with the notice of the General Meeting, will be despatched to the Shareholders in due course.

By order of the Board Huitongda Network Co., Ltd. Wang Jianguo Chairman

Nanjing, the People’s Republic of China September 20, 2023

As at the date of this announcement, the Board comprises the Chairman and non-executive Director, namely Mr. Wang Jianguo; the executive Directors, namely Mr. Xu Xiuxian, Mr. Zhao Liangsheng and Mr. Sun Chao; the non-executive Directors, namely Mr. Cai Zhongqiu and Mr. Wang Ran; and the independent non-executive Directors, namely Ms. Yu Lixin, Mr. Liu Xiangdong and Mr. Cheng Zichuan.

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