Wisdomcome Group: INED Resignation Triggers GEM Rule Non-Compliance, Board Targets Three-Month Rectification

Bulletin Express
03/31

Wisdomcome Group Holdings Limited announced that independent non-executive director (INED) Mr. Lee King Fui will step down from the Board, effective 1 April 2026. His departure also covers his positions as chairman of both the Audit Committee and the Remuneration Committee, and as a member of the Nomination Committee. Mr. Lee cited the need to devote more time to business and personal affairs, confirmed no disagreement with the Board, and raised no matters requiring shareholder attention. The Board expressed its gratitude for his contributions.

The resignation reduces the number of INEDs to two, causing immediate non-compliance with three GEM Listing Rules: 1. Rule 5.05(1) – the Board must have at least three INEDs; 2. Rule 5.28 – the Audit Committee must comprise a minimum of three members; 3. Rule 5.34 – INEDs must constitute a majority of the Remuneration Committee.

The company intends to appoint a suitable replacement to restore full compliance within three months from 1 April 2026 and will issue a further announcement upon completion.

As of 31 March 2026, the Board consists of four executive directors—Mr. Law Ka Kei, Ms. Mo Ka Yan, Mr. Andre Pierre Lajeunesse, and Mr. Tsui Ka Kin, Kevin—and three INEDs: Mr. Lee King Fui, Ms. Ho Sau Ping, Pia, and Mr. Ho Tak Yin.

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