PegBio: INED Resignation Triggers Temporary Rule Breach; New Candidate Nominated to Restore Compliance

Bulletin Express
05/19

On 19 May 2026, PegBio Co., Ltd. announced the resignation of Independent Non-Executive Director (INED) Ms. Xinpeng Fan, who also served as Chair of the Audit Committee and sat on both the Remuneration and Appraisal Committee and the Nomination Committee. Her departure, driven by other work commitments, is effective immediately. Ms. Fan confirmed no disagreement with the Board and no matters requiring shareholder attention.

Following the resignation, PegBio’s eight-member Board now comprises two executive directors, four non-executive directors and two INEDs—below the Hong Kong Listing Rules thresholds that require at least three INEDs and one-third Board independence. Committee structures have also fallen short: the Audit Committee now has two members (minimum three required), and both the Remuneration and Nomination Committees lack a majority of INEDs and gender diversity stipulated under Rule 3.25, Rule 3.27A and CG Code B.3.5.

To address these gaps, the Board has nominated Ms. Liao Yik Lam, aged 42, as an INED candidate for shareholder approval at the next general meeting. Upon approval, Ms. Liao will assume Ms. Fan’s former roles—Audit Committee Chair and member of the Remuneration and Nomination Committees—through the remainder of the Board’s second session. Her proposed annual remuneration is HK$200,000 (tax inclusive).

Ms. Liao is a partner at ZSZH (HK) Fuson CPA Limited and brings more than 20 years of audit, accounting and corporate advisory experience. A practising fellow of the Hong Kong Institute of Certified Public Accountants, she holds a bachelor’s degree in Accountancy from The Chinese University of Hong Kong. The Board and its Nomination Committee confirm that Ms. Liao meets all independence criteria under Rule 3.13.

If elected, the Board will revert to two executive directors, four non-executive directors and three INEDs. All committees will regain full compliance with Rules 3.10(1), 3.10A, 3.21, 3.25, 3.27A and CG Code B.3.5.

Further details, including the notice of the general meeting, will be circulated on the company’s and HKEx’s websites in due course.

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