Pacific Legend Group Limited — Board/Management Information 2021

Jun 16, 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.

PACIFIC LEGEND GROUP LIMITED

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8547)

RESIGNATION OF EXECUTIVE DIRECTOR AND NOMINATION COMMITTEE MEMBER

CHANGE OF CHIEF EXECUTIVE OFFICER, AUTHORISED REPRESENTATIVE AND COMPLIANCE OFFICER

RESIGNATION OF EXECUTIVE DIRECTOR AND NOMINATION COMMITTEE MEMBER

The board (the “ Board ”) of directors (the “ Director(s) ”) of Pacific Legend Group Limited (the “ Company ”) hereby announces that Ms. Tracy-Ann Fitzpatrick (“ Ms. Fitzpatrick ”) has tendered her resignation as an executive Director, the chief executive officer (the “ CEO ”), a member of the nomination committee (“ Nomination Committee ”) and the authorised representative of the Company under rule 5.24 of the Rules Governing the Listing of Securities on GEM of the Stock Exchange ( “GEM Listing Rules” ) and the compliance officer of the Company under rule 5.19 of the GEM Listing Rules with effect from 1 July 2021 as she intends to spend more time on personal pursuits.

Ms. Fitzpatrick has confirmed that she has no disagreement with the Board and there is no matter relating to her 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 take this opportunity to express its sincere gratitude to Ms. Fitzpatrick for her valuable contributions to the Company during her tenure of office.

CHANGE OF CHIEF EXECUTIVE OFFICER, AUTHORISED REPRESENTATIVE AND COMPLIANCE OFFICER

The Board further announces that, following the resignation of Ms. Fitzpatrick, Mr. John Warren McLennan (“ Mr. McLennan ”), the chairman of the Board, has been appointed as the CEO, an authorised representative of the Company under rule 5.24 of the GEM Listing Rules and compliance officer of the Company under rule 5.19 of the GEM Listing Rules, with effect from 1 July 2021.

Mr. McLennan, aged 58, is an executive Director and the chairman of the Board. He is also a member of the remuneration committee of the Company (the “Remuneration Committee” ). He is our founder and joined the Group in July 2002 as managing director of Options Home Furnishings Limited, which is the predecessor of Indigo Living Limited (now an indirect wholly-owned subsidiary of the Company). Mr. McLennan is also our creative director and responsible for the overall strategic and creative development of the Group. Furthermore, Mr. McLennan specifically oversees the project businesses of the Group. Mr. McLennan graduated from the University of British Columbia, Vancouver, Canada with a degree of bachelor of arts majoring in geography in 1987. Between 1987 and 2002, Mr. McLennan worked at a

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number of companies in Taiwan and Hong Kong which businesses were related to children toys, premium gifts, education contents and interior design; he gained experience in setting up a business, staff management, quality control, sourcing materials and distribution. Mr. McLennan has more than 18 years of experience in the home furnishing industry. He was the CEO of the Company until 2018 when he was appointed as the chairman of the Board. He is the spouse of Mrs. Jennifer Carver McLennan, the nonexecutive Director.

Mr. McLennan entered into a service agreement with the Company on 19 June 2018 for an initial term of three years commencing on 18 July 2018 which will continue thereafter, subject to retirement by rotation and re-election at the annual general meeting of the Company in accordance with the articles of association of the Company. During the tenure, the appointment may be terminated by either party giving the other not less than three months’ notice in writing. For the financial year ended 31 December 2020, Mr. McLennan’s remuneration was HK$1,677,000. Mr. McLennan is also entitled to a discretionary bonus to be determined at the discretion of the Board or, if so delegated, the Remuneration Committee.

As at the date of this announcement, Mr. McLennan is interested in 634,500,000 underlying shares of the Company as a beneficial owner of the controlling Shareholder, Double Lions Ltd.

Mr. McLennan has not held directorship in other listed company during the past three years. Save as disclosed above, Mr. McLennan does not have any relationship with any Directors, senior management of the Company, substantial Shareholders or controlling Shareholders and there is no other information relating to the appointment of Mr. McLennan that is required to be disclosed pursuant to rules 17.50(2)(h) to 17.50(2)(w) of the GEM Listing Rules.

DEVIATION FROM THE CORPORATE GOVERNANCE CODE

As Mr. McLennan will serve as both the chairman of the Board and the CEO of the Company with effect from 1 July 2021, such practice deviates from code provision A.2.1 of the Corporate Governance Code and Corporate Governance Report (the “ CG Code ”) as contained in Appendix 15 to the GEM Listing Rules. The Board believes that vesting the roles of both the chairman of the Board and the CEO of the Company in the same person can facilitate the execution of the Group’s business strategies and boost effectiveness of its operation. Taking into account Mr. McLennan’s substantial experience and leadership position in the management of the Company, the Board considers that Mr. McLennan acting as both the chairman of the Board and the CEO of the Company enables effective management of the Company and is in the interests of the Group and the Shareholders as a whole. In addition, after the resignation of executive Director and change of CEO of the Company becomes effective, the Board will be comprised of three executive Directors, one non-executive Director and four independent nonexecutive Directors. The Board will remain appropriately structured with balance of power to provide sufficient checks and supervision to protect the interests of the Company and the Shareholders.

By order of the Board

John Warren McLennan Executive Director and Chairman

Hong Kong, 16 June 2021

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As at the date of this announcement, the Board comprises Mr. John Warren McLennan, Ms. Tracy-Ann Fitzpatrick, Ms. Mok Lai Yin Fiona and Mr. So Kin Ting Wilson as executive Directors; Mrs. Jennifer Carver McLennan as non-executive Director; and Mr. Roderick Donald Nichol, Ms. Lale Kesebi, Mr. So Alan Wai Shing and Mr. Lee Kwong Ming as independent non-executive Directors.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purposes 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, (i) the information contained in this announcement is accurate and complete in all material respects and not misleading or deceptive; (ii) there are no other matters the omission of which would make any statement herein or this announcement misleading; and (iii) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.

This announcement will remain on the “Latest Listed Company Information” page of the website of the Stock Exchange at www.hkexnews.hk for at least seven days from the day of its posting. This announcement will also be published on the Company’s website at www.pacificlegendgroup.com.

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