Yeahka Limited — Board/Management Information 2024

Dec 11, 2024

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.

Yeahka 移卡

YEAHKA LIMITED

移卡有限公司

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9923)

(1) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR;
(2) RESIGNATION OF NON-EXECUTIVE DIRECTOR AND INDEPENDENT NON-EXECUTIVE DIRECTOR;
(3) CHANGE IN COMPOSITION OF AUDIT COMMITTEE; AND
(4) CHANGE OF ADDRESS OF PRINCIPAL PLACE OF BUSINESS IN HONG KONG

(1) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR

The board (the "Board") of directors (the "Directors") of YEAHKA LIMITED (the "Company", together with its subsidiaries, the "Group") announces that Mr. Ouyang Rihui (歐陽日輝) ("Mr. Ouyang") has been appointed as an independent non-executive Director and a member of the audit committee of the Company (the "Audit Committee") with effect from December 11, 2024.

The biographical details of Mr. Ouyang are set out as follows:

Mr. Ouyang, aged 51, vice dean, research fellow and doctoral mentor of China Center for Internet Economy Research at Central University of Finance and Economics ("CUFE"), has over a decade of research and corporate experience in digital economy, digital finance, data elements and digital commerce, and has been instrumental in initiating strategic digital upgrade and advising on innovation for consumer finance businesses for institutions such as Qishang Bank and Guangxi Rural Commercial United Bank.

Mr. Ouyang also serves as the vice chairman of the Chinese Association of Market Development, director of the Internet Economy and Finance Research Center at the National Engineering Laboratory for E-commerce Technologies of Tsinghua University, and deputy director of the Capital Research Base for Internet Economy Development. Previously, he served as the vice dean of the China Development and Reform Research Institute at CUFE from 2006 to 2013. Mr. Ouyang obtained a Ph.D. in National Economics from the Chinese Academy of Social Sciences in 2005.

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Mr. Ouyang's background and experiences would provide important strategic opinion in bringing our commercial digitalized ecosystem to the next level, advancing the development of high-quality fintech services and enhancing the commercialization of value-added services as well as more widespread application of technologies including artificial intelligence. After careful consideration, the Board believes that Mr. Ouyang is suitable for the position of independent non-executive Director of the Company.

According to the letter of appointment between the Company and Mr. Ouyang, the term of office of Mr. Ouyang is three years commencing from December 11, 2024. In accordance with the memorandum and articles of association of the Company, Mr. Ouyang will hold office until the next following annual general meeting of the Company and will be eligible for re-election, and thereafter must retire and be re-elected at the Company's Annual General Meetings. Mr. Ouyang is entitled to a remuneration of RMB18,750 per month, which is determined by the Board with reference to (including but not limited to) his duties, responsibilities, performance, current market conditions and the remuneration benchmarks applicable to directors of listed companies of similar size and nature of the industry.

Save as disclosed above, as at the date of this announcement, Mr. Ouyang (i) has no interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong); (ii) has no relationship with any Directors, senior management or substantial or controlling shareholders of the Company; and (iii) has not held any directorship in listed public companies in Hong Kong or overseas in the last three years preceding the date of his appointment; (iv) does not currently hold any other position with the Company or any of its subsidiaries; and (v) does not have any other information that is required to be disclosed pursuant to Rule 13.51(2) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the "Listing Rules"), nor is there any other matter that needs to be brought to the attention of the shareholders of the Company.

Mr. Ouyang has confirmed (i) his independence as regards each of the factors referred to in Rule 3.13(1) to (8) of the Listing Rules; (ii) that he has no past or present financial or other interest in the business of the Company or its subsidiaries or any connection with any core connected person (as defined in the Listing Rules) of the Company; and (iii) that there are no other factors that may affect his independence as at the date of this announcement.

Taking into account of the above, the Board considers that Mr. Ouyang is independent.

(2) RESIGNATION OF NON-EXECUTIVE DIRECTOR AND INDEPENDENT NON-EXECUTIVE DIRECTOR

The Board hereby announces that Mr. Akio Tanaka (田中章雄) ("Mr. Tanaka") and Mr. Yang Tao (楊濤) ("Mr. Yang") have resigned from their respective positions as non-executive Director and independent non-executive Director with effect from December 11, 2024 to focus on other work commitments. Mr. Yang has also ceased to be a member of the Audit Committee. Both Mr. Tanaka and Mr. Yang have confirmed that they have no disagreement with the Board and that there is no other matter relating to their resignation that needs to be brought to the attention of the shareholders of the Company or The Stock Exchange of Hong Kong Limited.

The Board would like to take this opportunity to express its gratitude to Mr. Tanaka and Mr. Yang for their long-term support and contribution during their tenure.

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(3) CHANGE IN COMPOSITION OF AUDIT COMMITTEE

The Board is pleased to announce that Mr. Ouyang has been appointed as a member of the Audit Committee, effective from December 11, 2024.

Following the appointment of Mr. Ouyang, the Audit Committee is composed of three members, including Mr. Yao Wei (as Chairman), Mr. Tam Bing Chung Benson, and Mr. Ouyang.

(4) CHANGE OF ADDRESS OF PRINCIPAL PLACE OF BUSINESS IN HONG KONG

The Board is pleased to announce that with effect from January 10, 2025, the address of the principal place of business in Hong Kong of the Company will change to Room 1912, 19/F, Lee Garden One, 33 Hysan Avenue, Causeway Bay, Hong Kong.

The Company’s phone number, fax number, and website remain unchanged.

By order of the Board
YEAHKA LIMITED
Liu Yingqi
Chairman

Hong Kong, December 11, 2024

As of the date of this announcement, the Board comprises Mr. Liu Yingqi, Mr. Yao Zhijian, Mr. Luo Xiaohui and Ms. Liang Shengtian as executive directors, Mr. Tam Bing Chung Benson, Mr. Yao Wei and Mr. Ouyang Rihui as independent non-executive directors.

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