SINOSYNERGY Loses Two Independent Directors, Triggers Multiple HKEX Compliance Breaches

Bulletin Express
05/15

On 15 May 2026, Sino-Synergy Hydrogen Energy Technology (Jiaxing) Co., Ltd. (SINOSYNERGY) announced the simultaneous resignations of Independent Non-Executive Directors Dr. Xing Wei and Ms. Wong Yan Ki, Angel. Both departures were attributed to work-related commitments and take immediate effect. Neither director reported disagreements with the Board or issues requiring shareholder attention.

Following the exits, the Board retains only one Independent Non-Executive Director, leading to non-compliance with five key Hong Kong Listing Rules and Corporate Governance Code provisions:

1. Board Independence: With just one INED, SINOSYNERGY now falls short of Rule 3.10 (minimum three INEDs, including one with accounting or financial expertise) and Rule 3.10A (INEDs must represent at least one-third of the Board).

2. Audit Committee: Membership has dropped to one, violating Rule 3.21, which mandates at least three members, a majority of whom must be INEDs and include a financially qualified INED chair.

3. Remuneration Committee: Now comprised of two directors—only one an INED—breaching Rule 3.25, which requires a majority of INEDs.

4. Nomination Committee: Reduced to two male members, with only one INED, contravening Rule 3.27A (majority INEDs) and Code Provision B.3.5 (at least one member of a different gender).

5. Board Diversity: The current all-male Board violates Rule 13.92(2), under which single-gender boards are deemed non-diverse.

The company must appoint suitable replacements within three months of 15 May 2026 to regain compliance. Management stated that efforts to identify qualified, gender-diverse candidates are underway and further announcements will be made in accordance with HKEX requirements.

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