Data Intelligence, Due Diligence
& Governance

The purpose of this circular is to provide information regarding the resolution to be proposed at the EGM in respect of the appointment of Wilson & Partners as the auditor and to give notice of the EGM. Fan, Chan & Co. retired as auditor after shareholders voted down the resolution to re-appoint it as auditor....

SUPPLEMENTAL ANNOUNCEMENT- As a comparison, the audit fee for FY2024/25 of RSM, amounted to HK$1,850,000. The proposed audit fee by QW CPA for FY2025/26 was HK$800,000 and QW CPA was budgeted at approximately 2,850 staff hours. The Audit Committee assessed the audit timetables for the 2026 audit and 2025 audit are similar and reasonable. ...

FURTHER INFORMATION - The Company removed PwC because PwC was unable to provide a definitive or proposed audit timeline for completing the 2025 audit, which had been delayed due to outstanding audit issues. The issues identified by PwC related to four 'Subject Transactions': (1) the transfer of bank loan proceeds (RMB 32.68M) by a Malaysian subsidiary to a related party controlled by the Chairman; (2) prepayments of USD 4.1M for media promotion services that were subsequently refunded without services being rendered; (3) investments of approximately RMB 36.81M in private equity funds with suspicious switching and fee adjustments; and (4) investments of HKD 35M in convertible bonds issued by private companies with low registered capital and temporary offices. PwC raised concerns regarding the commercial rationale, nature, substance, and ultimate beneficial ownership of these transactions, and requested an independent investigation. Although an investigation was conducted, PwC found the explanations and evidence unsatisfactory and indicated they did not expect to issue an unmodified opinion. To avoid indefinite stagnation of the audit, the Company proposed and approved the removal of PwC and proposed the appointment of HLB as the new auditor....

Ernst & Young (EY) will retire upon expiration of its current term of office at the conclusion of the annual general meeting and will not offer itself for re-appointment. The Board/Audit Committee considered it appropriate to change auditor as part of ongoing corporate governance and auditor independence review, taking into account EY’s tenure since February 2021, the Group’s operational/business needs, audit scope/requirements, and maintaining audit quality and independence....

Zhonghui Anda: "We have carefully considered the Audit Committee's views and respect its assessment of the Company's regulatory and reporting obligations, and we acknowledge the practical concerns it has raised regarding audit timing, scope and fee planning. While we remain prepared to dedicate the necessary resources to complete the 2025 audit, we recognise that the resolution of the outstanding matters lies substantially with the Company, including the provision of a satisfactory explanation for the prepayment movements, progress on loan extensions and liquidity planning, and the timely availability of complete supporting documentation. These uncertainties may not align with the Company's expectations for a clearly defined audit timeline. Having weighed these factors, we have concluded that it is in the mutual interests of both parties to accept the Audit Committee's recommendation. We therefore tender our resignation as auditor, effective from the date of this letter.”...

Planned retirement/stepping down in 2027; she stated that 2027 feels the right time in her career to embrace new leadership opportunities. She will transition from the full-time Group CFO and Executive Director role to an advisory role to support the Group CEO and ensure a smooth transition....

Will no longer act as CEO of the Group upon the appointment of Mr. Joseph Galli Jr.; Mr. PAN will remain Executive Director and Chairman of the Board....

To devote more time to his other business commitments....

Ms. Zheng has resigned....

Due to his other commitments....