Taihe Rural Micro-finance loses two independent directors, falls below HKEX governance thresholds

Bulletin Express
Yesterday

Yangzhou Guangling District Taihe Rural Micro-finance Company Limited announced the resignation of independent non-executive directors (INEDs) Ms. Zhang Lingling and Mr. Tse Pui Leung, effective 14 April 2026 and 16 April 2026, respectively. Both cited a need to focus on other commitments and confirmed no disagreements with the board.

Following their departure, the board now comprises three executive directors, one non-executive director and a single INED, Mr. Chan Man Chun. The change places the company in breach of several Hong Kong Listing Rules, specifically:

1. Rule 3.10(1) and 3.10A – requiring at least three INEDs and that they represent one-third of the board. 2. Rule 3.21 – requiring an audit committee of at least three members chaired by an INED. 3. Rule 3.25 – requiring the remuneration committee to be chaired by an INED. 4. Rule 3.27A – requiring a nomination committee with a majority of INEDs.

Ms. Zhang also vacated her roles as chair of the audit committee and member of both the remuneration and nomination committees. Mr. Tse stepped down as chair of the remuneration committee and member of the audit and nomination committees. Both directors have likewise ceased to serve on the special committee investigating previously disclosed audit matters.

The company plans to appoint suitable candidates within three months to restore full compliance, including meeting the professional qualification requirements under Rules 3.10(2) and 3.21. Further announcements will be issued upon appointment of new INEDs and their expected inclusion in the special committee.

Trading in Taihe Rural Micro-finance’s shares has been suspended since 1 April 2025 and will remain halted until the firm satisfies resumption guidance from the Stock Exchange. Shareholders and potential investors are advised to exercise caution when dealing in the company’s securities.

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