Grand Ocean Advanced Resources announces board overhaul; director exits and appointments prompt HKEX Rule breach

Bulletin Express
Jul 15

Grand Ocean Advanced Resources Company Limited reported a significant reshuffle of its board and committees, effective 15 July 2026, resulting in temporary non-compliance with several Hong Kong Stock Exchange (HKEX) Listing Rules.

Three directors resigned: • Non-executive director (NED) Ms Kwong Pui Yin stepped down, simultaneously leaving the Nomination and Remuneration Committees. • Independent non-executive director (INED) Mr Lee Wai Ming resigned and relinquished chairmanship of both the Audit and Nomination Committees. • INED Mr Li Juhui resigned, vacating seats on the Audit, Nomination and Remuneration Committees. All three cited personal and business commitments; no disputes with the Board were reported.

Board replenishment measures include: • Appointment of Ms Ji Yuan (aged 36) as NED and member of the Remuneration Committee. Ms Ji will receive an annual fee of HK$0.18 million and currently holds 64,000 company shares. • Appointment of Ms Liu Luqing (aged 31) as INED, chairlady of the Nomination Committee, and member of the Audit and Remuneration Committees. Ms Liu will also receive an annual fee of HK$0.18 million and has confirmed her independence under Rule 3.13. • Executive director Mr Ng Ying Kit joins the Nomination Committee.

Post-changes, the Board consists of one executive director, one NED and two INEDs. This structure leaves the company below HKEX requirements for: 1. A minimum of three INEDs and at least one-third INED representation on the Board (Rules 3.10(1) & 3.10A). 2. An Audit Committee with at least three members, chaired by an INED, including one with appropriate financial expertise (Rules 3.10(2) & 3.21). 3. A Nomination Committee with a majority of INEDs (Rule 3.27A).

Management stated that efforts are under way to appoint additional INED(s) within three months to restore compliance, with further announcements to follow.

Both new appointees have signed three-year letters of appointment and will be subject to rotation and re-election at future annual general meetings.

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