Pacific Legend Group Limited

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited (the “Stock Exchange” ) 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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8547)

CHANGE OF DIRECTORS AND CHANGES IN COMPOSITION OF BOARD COMMITTEES

The Board announces the following changes with effect from 27 May 2022:

(a) Ms. Lale Kesebi has resigned as an independent non-executive Director, chairperson of nomination committee, and member of each of audit and remuneration committees of the Company;
(b) Mr. Roderick Donald Nichol has resigned as an independent non-executive Director, chairperson of remuneration committee, and member of each of audit and nomination committees of the Company;
(c) Mr. Zheng Tianzhi has resigned as an executive Director of the Company;
(d) Mr. Tom Kuet Szutu has been appointed as an independent non-executive Director, chairperson of nomination committee, and member of each of audit and remuneration committees of the Company ;
(e) Mr. Kurt Kwai Ching Mak has been appointed as an independent non-executive Director, chairperson of remuneration committee, and member of each of audit and nomination committees of the Company; and
(f) Ms. Shawlain Ahmin has been appointed as an executive Director of the Company.

RESIGNATION OF DIRECTORS

The board (the “ Board ”) of directors (the “ Directors ”) of Pacific Legend Group Limited (the “ Company ”) announces that with effect from 27 May 2022:

(a) Ms. Lale Kesebi (“ Ms. Kesebi ”) has resigned as an independent non-executive Director of the Company due to her other business engagements which require more of her attention and dedication;
(b) Mr. Roderick Donald Nichol (“ Mr. Nichol ”) has resigned as an independent non-executive Director of the Company due to his other international business engagements which require more of his attention and dedication; and
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(c) Mr. Zheng Tianzhi (“ Mr. Zheng ”) has resigned as an executive Director of the Company due to his other business engagements which require more of his attention and dedication.

Ms. Kesebi, Mr. Nichol and Mr. Zheng have all confirmed to the Company that they have no disagreement with the Board and there is no other matter relating to their resignations that need to be brought to the attention of the shareholders of the Company or the Stock Exchange.

The Board would like to take this opportunity to express its sincere gratitude and great appreciation to Ms. Kesebi, Mr. Nichol and Mr. Zheng for their valuable contributions to the Company during their respective tenures in office and wish them every success in future.

APPOINTMENT OF DIRECTORS

The Board is pleased to announce that with effect from 27 May 2022:

(a) Mr. Tom Kuet Szutu (“ Mr. Szutu ”) and Mr. Kurt Kwai Ching Mak (“ Mr. Mak ”) have been appointed as independent non-executive Directors of the Company; and
(b) Ms. Shawlain Ahmin (“ Ms. Ahmin ”) has been appointed as an executive Director of the Company.

Mr. Szutu, aged 49, is currently the managing director of KNYSE Inc., a business management and strategy consulting firm incorporated in Canada. He was previously a director and chief operating officer of Daymak Inc., a company incorporated in Canada making and designing of light electric vehicles. He graduated from Haskayne School of Business of the University of Calgary, with a bachelor’s degree of commerce. He also holds a Chartered Investment Manager designation from the Canadian Securities Institute with over 25 years of experience in finance, capital markets and corporate governance.

Mr. Mak, aged 55, is currently the chief financial officer of Daymak Inc. He has over 20 years of operational and senior finance experiences. He obtained a bachelor's degree of commerce in accounting from University of Saskatchewan in Canada and is currently a member of Chartered Professional Accountants of Ontario.

Ms. Ahmin, aged 50, is currently a director of, and holds 50% interest in LW Secretaries Limited, a company incorporated in Hong Kong for the provision of company secretarial services to corporate and individual clients in Hong Kong and mainland China. She obtained a bachelor’s degree of arts in translation and Chinese from the Hong Kong Polytechnic University and has more than 25 years’ experiences in corporate services, business development, and strategic planning and operations.

Save as disclosed above, Mr. Szutu, Mr. Mak and Ms. Ahmin have not held any directorship in any other public listed companies during the three years preceding the date of this announcement nor does each of them, as at the date of this announcement, have any relationship with each other or with any Directors, senior management, substantial shareholders or controlling shareholders of the Company.

As at the date of this announcement, Mr. Szutu, Mr. Mak and Ms. Ahmin do not have any interests in the shares or underlying shares of the Company within the meaning of Part XV of Securities and Futures Ordinance (Chapter 571 of Laws of Hong Kong).

Pursuant to their respective appointment letters, (i) the appointments of Mr. Szutu and Mr. Mak are both for an initial term of one year commencing on the date of their appointments. During the initial term, either party to the letter of appointment shall be entitled to terminate the letter of appointment by serving not less than three months’ written notice upon the other side; (ii) Mr. Szutu and Mr. Mak are entitled to receive an annual director’s fee of HK$60,000 each, which are commensurate with their duties and responsibilities held and are approved by the Board with reference to the prevailing market situation. Both Mr. Szutu and Mr. Mak will not be entitled to any bonus payment.

Pursuant to Ms. Ahmin’s service agreement with the Company, (i) the appointment of Ms. Ahmin is for an initial term of three years commencing on the date of her appointment, and would continue thereafter unless and until terminated by either party by giving at least three months’ notice in writing; (ii) she is entitled to receive a fixed salary of HK$180,000 per annum, together with any other emolument as determined by the Board from time to time based on her performance, experience, responsibilities and prevailing market conditions.

Mr. Szutu, Mr. Mak and Ms. Ahmin shall hold office until the next annual general meeting of the Company pursuant to Article 83(3) of the Articles of Association of the Company, and be eligible for re-election in such annual general meeting. They will also be subject to retirement by rotation and re-election in accordance with Article 84(1) of the Articles of Association of the Company.

To the best of the Director’s knowledge, information and belief, having made reasonable enquiry and save as disclosed above, there are no other matters concerning Mr. Szutu, Mr. Mak and Ms. Ahmin that need to be brought to the attention of the shareholders of the Company nor is there any information required to be disclosed pursuant to Rules 17.50(2)(h) to 17.50(2)(v) of the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the “ GEM Listing Rules ”).

CHANGE IN COMPOSITION OF BOARD COMMITTEES

The Board also announces that, with effect from 27 May 2022:

(a) Ms. Kesebi has resigned as (i) the chairperson of the nomination committee, (ii) a member of each of the audit committee and remuneration committee;
(b) Mr. Nichol has resigned as (i) the chairperson of the remuneration committee, (ii) a member of each of the audit committee and nomination committee;
(c) Mr. Szutu has been appointed as (i) the chairperson of the nomination committee, (ii) a member of each of the audit committee and remuneration committee; and
(d) Mr. Mak has been appointed as (i) the chairperson of the remuneration committee, (ii) a member of each of the audit committee and nomination committee.

Save as disclosed above, Mr. Szutu and Mr. Mak do not hold any other positions with the Company or its subsidiaries. Ms. Ahmin will be appointed as a director of certain subsidiaries of the Company, but she will not join any of the above-mentioned board committees.

The Board would like to take this opportunity to welcome Mr. Szutu, Mr. Mak and Ms. Ahmin to join the Board.

By order of the Board Pacific Legend Group Limited John Warren McLennan Chairman, Chief Executive Officer and Executive Director

Hong Kong, 27 May 2022

As at the date of this announcement, the Board comprises Mr. John Warren McLennan, Ms. Mok Lai Yin Fiona, Mr. So Kin Ting Wilson and Ms. Shawlain Ahmin as executive Directors, Mrs. Jennifer Carver McLennan as non-executive Director, and Mr. So Alan Wai Shing, Mr. Lee Kwong Ming and Mr. Lee Fung Lun, Mr. Tom Kuet Szutu and Mr. Kurt Kwai Ching Mak 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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Pacific Legend Group Limited Board/Management Information 2022

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