Simplicity Holding Limited — Board/Management Information 2021

Aug 19, 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.

SIMPLICITY HOLDING LIMITED 倩碧控股有限公司 *

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 8367)

RESIGNATION AND APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR AND CHANGES IN COMPOSITION OF BOARD COMMITTEES

The board (the “ Board ”) of directors (the “ Directors ”, each a “ Director ”) of Simplicity Holding Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) is pleased to announce the following changes of the Board and Board Committees.

RESIGNATION OF INDEPENDENT NON-EXECUTIVE DIRECTOR

Mr. Yu Ronald Patrick Lup Man (“ Mr. Yu ”) has tendered his resignation as an independent nonexecutive Director, chairman of the Audit Committee, chairman of the Nomination Committee and a member of the Remuneration Committee, with effect from 19 August 2021 in order to devote more time to focus on his other business commitments.

Mr. Yu has confirmed that he has no disagreement with the Board and he is not aware of any matters in connection with his resignation that need to be brought to the attention of the shareholders (the “ Shareholders ”) of the Company.

APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board is pleased to announce that Mr. Yeung Man Sun (“ Mr. Yeung ”) has been appointed as an independent non-executive Director of the Company with effect from 19 August 2021.

Mr. Yeung, aged 41, has more than eighteen (18) years of experience in the accounting and financial industries gained from different business entities, including PricewaterhouseCoopers from September 2003 to June 2007, with his last position as a senior associate. He served as a company secretary of Evershine Group Holdings Limited (a company listed on GEM of The Stock Exchange of Hong Kong Limited (the “ Stock Exchange ”), stock code: 8022) from April 2020 to January 2021. Presently, he is the executive director of RTC Capital Limited and the company secretary of China 33 Media Group Limited (a company listed on GEM of the Stock Exchange, stock code: 8087).

Mr. Yeung also served as an executive director of My Heart Bodibra Group Limited (a company listed on GEM of the Stock Exchange, stock code: 8297) from February 2018 to December 2018.

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Mr. Yeung obtained a Bachelor of Business Administration in Accountancy degree from City University of Hong Kong in November 2003 and a Master of Corporate Governance degree from Polytechnic University of Hong Kong in September 2015. Mr. Yeung is a member of the Hong Kong Institute of Certified Public Accountants, associate member of both the Institute of Chartered Secretaries and Administrators in the United Kingdom and The Hong Kong Institute of Chartered Secretaries.

Saved as disclosed above, Mr. Yeung does not hold any directorship in other public companies the securities of which are listed on any securities market in Hong Kong or overseas in the last three years or held any other position with the Company and/or its subsidiaries or other major appointments and professional qualifications.

Mr. Yeung does not have any interest in the 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).

Save as disclosed above, as at the date of this announcement, Mr. Yeung does not have any relationship with any Director, senior management or substantial or controlling shareholder (as defined in the Rules Governing the listing of Securities on GEM of the Stock Exchange (the “ GEM Listing Rules ”) of the Company.

Mr. Yeung will enter into a letter of appointment with the Company in relation to his appointment as an independent non-executive Director for a term of three (3) years with effect from 19 August 2021, subject to retirement by rotation and re-election at the Annual General Meeting of the Company pursuant to the articles of association of the Company. Pursuant to the letter of appointment, the annual remuneration of Mr. Yeung as an independent non-executive Director of the Company is HK$120,000. Such remuneration is determined with reference to the Company’s performance and profitability, as well as the prevailing market conditions. Save for the said salary, Mr. Yeung will not be entitled to any other emolument for holding his office as an independent non-executive Director.

Mr. Yeung has confirmed that he met the independence criteria set out in Rule 5.09 of the GEM Listing Rules. Save as disclosed above, the Company considers that in relation to the appointment of Mr. Yeung as an independent non-executive Director, there is no information which is discloseable nor is/was he involved in any of the matters required to be disclosed pursuant to any of the requirements of the provisions under paragraph 17.50(2) of the GEM Listing Rules, and there is no other matter which needs to be brought to the attention of the Shareholders.

CHANGE IN COMPOSITION OF BOARD COMMITTEES

The Board further announces that following the resignation of Mr. Yu, Mr. Yeung will be appointed as chairman of the Audit Committee, chairman of the Nomination Committee and a member of Remuneration Committee with effect from 19 August 2021.

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GRATITUDE AND WELCOME

The Board would like to take this opportunity to express its sincere gratitude to Mr. Yu for his valuable contributions to the Company during his tenure of office and extends its warm welcome to Mr. Yeung on his new position.

By Order of the Board Simplicity Holding Limited Wong Suet Hing Chairman and Executive Director

Hong Kong, 19 August 2021

As at the date of this announcement, the executive Directors of the Company are Ms. Wong Suet Hing, Ms. Wong Sau Ting Peony and Mr. Wong Chi Chiu Henry; and the independent nonexecutive Directors of the Company are Mr. Yeung Man Sun, Mrs. Cheung Lau Lai Yin Becky and Mr. Lo Cheuk Fei Jeffrey.

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 GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for at least seven days from the date of its publication and posting and will be published and remains on the website of the Company at http://www.simplicityholding.com.

• For identification purpose only

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