Prime Intelligence Solutions Group Limited — Board/Management Information 2022

Jun 17, 2022

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.

PRIME INTELLIGENCE SOLUTIONS GROUP LIMITED 匯安智能科技集團有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 08379)

(1) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND COMMITTEES MEMBER;

AND

(2) COMPLIANCE WITH RULES 5.05(1), 5.05A and 5.28 OF THE GEM LISTING RULES

Reference is made to the announcement of Prime Intelligence Solutions Group Limited (the ‘‘Company’’) dated 16 May 2022 in relation to, inter alia, the retirement of an independent non-executive Director.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND COMMITTEES MEMBER

The board (the ‘‘Board’’) of directors (the ‘‘Directors’’ and each, a ‘‘Director’’) is hereby pleased to announce that it has approved the appointment of Mr. Wong Ching Wan (‘‘Mr. Wong’’) as an independent non-executive Director and a member of each of the audit committee, the remuneration committee and the nomination committee of the Company with effect from 17 June 2022.

Mr. Wong, aged 55, has profound experience in audit, internal control, financial control and capital markets. He has acted as director in different listed companies in Hong Kong. Mr. Wong has been an independent non-executive director of Top Standard Corporation, a company listed on the GEM of the Stock Exchange of Hong Kong Limited (the ‘‘Stock Exchange’’) (stock code: 8510) since January 2020. He has been the chief financial officer of Intelligent Living Application Group Inc. since June 2020. He was a director of Network CN, Inc. (stock code: NWCN), which shares are duly traded in the USA, from August 2015 to July 2017, and has been its independent director since January 2022.

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Previously, Mr. Wong was an independent non-executive director of Grand Field Group Holdings Limited, a company listed on the Main Board of the Stock Exchange (stock code: 115) between December 2008 to January 2009. From May 2015 to June 2018, he was an independent non-executive director of Huge China Holdings Limited (currently known as Cocoon Holdings Limited), a company listed on the Main Board of the Stock Exchange (stock code: 428). He served as the company secretary and authorised representative of China Oil Gangran Energy Group Holdings Limited (currently known as Century Energy International Holdings Limited), a company listed on the GEM of the Stock Exchange (stock code: 8132) from December 2015 to October 2016 and from December 2015 to January 2017, respectively. From March 2016 to April 2022, he was an independent non-executive director of On Real International Holdings Limited, a company listed on the GEM of the Stock Exchange (stock code: 8245).

Mr. Wong obtained a Bachelor of Business Administration from the Chinese University of Hong Kong in May 1989 and a Bachelor of Business from The University of Southern Queensland in April 1992. Mr. Wong is a member of CPA Australia since October 1992, Chartered Professional Accountants of Canada since January 1999, the Hong Kong Institute of Certified Public Accountants since March 1999 and fellow member of The Taxation Institute of Hong Kong since October 2012.

A letter of appointment has been entered into between Mr. Wong and the Company in relation to his appointment as an independent non-executive Director for a term of three years with effect from 17 June 2022. Mr. Wong will hold office until the conclusion of the first general meeting of the Company after his appointment and will then be eligible for reelection and is subject to the rotational retirement and re-election requirements at the general meetings of the Company pursuant to the articles of association of the Company (the ‘‘Articles’’), or earlier determination in accordance with the Articles and/or any applicable laws and regulations. Mr. Wong will be entitled to a director’s fee of HK$120,000 per annum, which was determined with reference to his relevant qualifications, experience, responsibilities and duties in the Company and the prevailing market benchmarks.

Save as disclosed above, as at the date of this announcement, Mr. Wong (i) does not have any relationship with any Directors, senior management, substantial shareholders or controlling shareholders (having the meaning ascribed to them under the Rules Governing the Listing of Securities on GEM of the Stock Exchange (the ‘‘GEM Listing Rules’’)) of the Company; (ii) does not have any interest in 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); (iii) does not hold other positions within the Company or any of its subsidiaries; and (iv) has not held any other major appointments and qualifications or directorships in other listed companies in Hong Kong or overseas in the last three years. The Board is of the view that Mr. Wong has met the independence guidelines set out in Rule 5.09 of the GEM Listing Rules. There is no other information relating to the appointment of Mr. Wong which is required to be disclosed pursuant to Rules 17.50(2)(h) to (v) of the GEM Listing Rules and there are no other matters that need to be brought to the attention of the Stock Exchange or the holders of securities of the Company.

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COMPLIANCE WITH RULES 5.05(1), 5.05A AND 5.28 OF THE GEM LISTING RULES

Upon the appointment of Mr. Wong becoming effective on 17 June 2022, the Company fulfills the requirements under Rules 5.05(1), 5.05A and 5.28 of the GEM Listing Rules. The Board would like to express a warm welcome to Mr. Wong for joining the Company.

By Order of the Board Prime Intelligence Solutions Group Limited 匯安智 能科技 集團有限公司 Yuen Kwok Wai, Tony Chairman

Hong Kong, 17 June 2022

As at the date of this announcement, the executive directors of the Company are Mr. Yuen Kwok Wai, Tony, Ms. Yuen Mei Ling, Pauline, Ms. Sun Ngai Chu, Danielle and Mr. Mui Pak Kuen; the non-executive Director is Mr. Yam Chiu Fan, Joseph; and the independent nonexecutive Directors are Mr. Chung Billy, Mr. Poon Wai Hung Richard and Mr. Wong Ching Wan.

This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the Rules Governing the Listing of Securities on GEM of The Stock Exchange of Hong Kong Limited 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 ‘‘Latest Listed Company Information’’ page of the Stock Exchange of Hong Kong Limited’s website at http://www.hkexnews.hk for at least seven days from the date of its posting and on the Company’s website at www.primeintelligence.com.hk.

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