Fairwood Reaffirms Independent Director’s Suitability Despite SFC-Led Court Proceedings

Bulletin Express
06/24

Fairwood Holdings Limited (Fairwood) released a supplemental announcement on 24 June 2026 under Listing Rules 13.51B(2) and 13.51(2)(u), clarifying the status of its independent non-executive director (INED), Dr Peter Wan Kam To, who is subject to disqualification proceedings initiated by Hong Kong’s Securities and Futures Commission (SFC) in the Court of First Instance.

Key points

1. Board Assessment • The board—excluding Dr Wan—completed an internal review and concluded that Dr Wan “remains suitable” to serve as an INED. • Supporting factors include: – Over 16 years of service marked by sound professional judgment, independence, and integrity, consistent with Listing Rules 3.08 and 3.09 standards. – Absence of any court ruling declaring him unfit to serve as a director of Hong Kong-listed companies. – Ongoing legal action does not allege dishonesty, fraud, or integrity breaches by Dr Wan.

2. Regulatory Context • On 18 June 2026, Fairwood disclosed that the SFC had commenced legal proceedings seeking disqualification orders against certain former directors of Target Holdings, among them Dr Wan. • The current filing supplements that disclosure and affirms compliance with all requisite reporting obligations.

3. Additional Disclosures • Dr Wan confirmed there is no further information requiring disclosure under Listing Rules 13.51B(2) or 13.51(2)(h)–(v). • The board states no other matters need to be brought to shareholders’ attention regarding this issue.

Board composition (as at 24 June 2026) • Non-executive Director: Dennis Lo Hoi Yeung (Chairman) • Executive Directors: Lo Fai Shing Francis (Vice Chairman); Peggy Lee (CEO) • Independent Non-executive Directors: Joseph Chan Kai Nin; Dr Peter Lau Kwok Kuen; Dr Peter Wan Kam To; Yip Cheuk Tak

The company’s announcement underscores its position that, notwithstanding the SFC’s ongoing proceedings, Dr Wan’s long-standing track record and the absence of any adverse judicial finding support his continued role on the Fairwood board.

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