FDB Holdings Reschedules 2025 AGM, Implements Board and Auditor Changes

Bulletin Express
May 22

FDB Holdings Limited has announced multiple corporate governance adjustments, highlighted by a new timetable for its 2025 Annual General Meeting, senior management reshuffles, and a proposed switch of external auditor.

AGM RESCHEDULED • The 2025 AGM, originally set for 29 May 2026, will now take place on 23 June 2026. • Share registration will be closed from 17 June to 23 June 2026 (both dates inclusive). Share transfers must be lodged by 4:30 p.m. on 16 June 2026 to qualify for voting. • The record date for shareholder eligibility is 23 June 2026.

BOARD & MANAGEMENT MOVES • Independent Non-Executive Director (INED) Ms. Ng Chung Chi resigned on 22 May 2026, relinquishing her roles as Audit Committee chair and Nomination Committee member. • Ms. Leung Ka Man, aged 38, was appointed INED with immediate effect, assuming the roles vacated by Ms. Ng. A certified public accountant and HKICPA member, Ms. Leung brings more than a decade of audit and multinational corporate experience. Her remuneration is set at HK$0.17 million per annum under an initial three-year term, subject to customary rotation and re-election provisions. • Company Secretary and Authorised Representative Mr. Yu Tsz Ngo stepped down on 22 May 2026. He is succeeded by Mr. Yuen Shing Him, who has over 15 years’ experience in accounting, auditing and corporate governance, including previous roles at WebX International Holdings and Upbest Group.

BOARD COMMITTEE REALIGNMENT Effective 22 May 2026: 1. Ms. Ng ceased all committee duties. 2. Ms. Leung became Chair of the Audit Committee and joined the Nomination Committee.

AUDITOR TRANSITION PLAN • OOP CPA & Co., auditor since 23 September 2024, will retire at the forthcoming AGM and will not seek reappointment. • The Board, upon Audit Committee recommendation, proposes appointing RSM Hong Kong as the new external auditor, citing considerations such as independence, market reputation, resources and AFRC guidelines. • OOP confirmed no circumstances requiring shareholder attention in relation to its retirement; the Board reported no disagreements.

NEXT STEPS A circular detailing the proposed auditor change and the new INED appointment, along with the AGM notice, will be dispatched to shareholders in accordance with Hong Kong Listing Rules.

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