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Re-Designation of Director and Change of Chief Executive Officer

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Re-Designation of Director and Change of Chief Executive Officer Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement. (Stock code: 1443) (1) RE-DESIGNATION OF DIRECTOR AND CHANGE OF CHIEF EXECUTIVE OFFICER; (2) APPOINTMENT OF EXECUTIVE DIRECTOR; (3) APPOINTMENT OF INDEPENDENT NON-EXECUTIVE DIRECTOR; AND (4) CHANGES OF COMPOSITION OF THE BOARD COMMITTEES The Board is pleased to announce the following appointments and changes to the Board and senior position of the Group with effect from 13 May 2021: 1. Mr. Yeung Wai, currently the Chairman, the CEO and an executive Director, ceases to be the CEO and remains as the Chairman and an executive Director; 2. Mr. Wu Kam On Keith is re-designated from an independent non-executive Director to an executive Director and appointed as the Vice Chairman of the Board, the CEO and a member of the Executive Committee. Due to his re-designation, Mr. Wu Kam On Keith has resigned as the chairman of the Audit Committee; 3. Mr. Yeung Ho Wang has been appointed as an executive Director and a member of the Executive Committee; 4. Mr. Chan Chun Bong Junbon is appointed as an independent non-executive Director, the chairman of the Nomination Committee and a member of the Audit Committee; and 5. Mr. Wong Wai Leung Joseph ceases to be the chairman of the Nomination Committee while he is appointed as the chairman of the Audit Committee. - 1 - (1) RE-DESIGNATION OF DIRECTOR AND CHANGE OF CHIEF EXECUTIVE OFFICER The board (the “Board”) of directors (the “Directors”, each a “Director”) of Fulum Group Holdings Limited (the “Company”, together with its subsidiaries, the “Group”) would like to announce that, with effect from 13 May 2021: 1. Mr. Yeung Wai (“Mr. Yeung”), currently the Chairman of the Board (the “Chairman”), the Chief Executive Officer of the Group (the “CEO”) and an executive Director, ceases to be the CEO but remains as the Chairman and an executive Director; and 2. Mr. Wu Kam On Keith (“Mr. Wu”) is re-designated from an independent non-executive Director to an executive Director and has been appointed as the vice chairman of the Board (the “Vice Chairman”) and the CEO. The biographical details of Mr. Wu are set out below: Mr. Wu Kam On Keith, aged 46, has extensive experience in the food and beverage industry in Hong Kong as well as over 23 years of financial and accounting experience. Mr. Wu joined the Group since October 2014 as an independent non-executive Director. Mr. Wu had been a director of Tsit Wing International Holdings Limited (stock code: 2119) (“Tsit Wing”), a leading integrated B2B coffee and black tea solutions provider in Hong Kong, Macau and the People’s Republic of China (the “PRC”) with an established food products business, and the shares of which are listed on the Main Board of The Stock Exchange of Hong Kong Limited (the “Stock Exchange”) from 22 January 2010 to 4 May 2021. He has also been the group chief operation officer and company secretary of Tsit Wing since 4 September 2017 and 18 August 2017, respectively, until 4 May 2021. Mr. Wu has been an independent non-executive director of Hao Bai International (Cayman) Limited (stock code: 8431) from January 2017 to April 2020 and Sanbase Corporation Limited (stock code: 8501) from December 2017 to February 2020, the shares of both companies are listed on GEM of the Stock Exchange. Prior to that, Mr. Wu was an accountant of Hongkong International Terminals Limited which operates a number of ports at the Kwai Chung Container Terminals, Hong Kong, from April 2001 to June 2004, and a certified public accountant at Deloitte Touche Tohmatsu from June 1997 to July 2000. Mr. Wu received a Bachelor of Arts (Honours) in Accountancy from City University of Hong Kong in November 1997, a degree of Master of Corporate Governance from the Hong Kong Polytechnic University in October 2009 and a Postgraduate Certificate in Sustainable Value Chains from the University of Cambridge in May 2019. Mr. Wu was admitted as a fellow and accredited as an authorized supervisor of Hong Kong Institute of Certified Public Accountants - 2 - in September 2008 and July 2012, respectively. He was admitted as a fellow and registered as a certified tax advisor of The Taxation Institute of Hong Kong in July 2010 and August 2010, respectively. Mr. Wu was also admitted as a fellow associate of The Hong Kong Institute of Chartered Secretaries in September 2018 and elected as a fellow associate of The Institute of Chartered Secretaries and Administrations in the United Kingdom in September 2018. He is also a member of the executive committee of Group 8 (food, beverages and tobacco) of the Federation of Hong Kong Industries for a term from July 2015 to July 2021. Mr. Wu has entered into a service contract with the Company with a term of three years commencing from 13 May 2021 and his appointment under the service contract will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the articles of association of the Company or any other applicable laws from time to time. Mr. Wu has agreed to take up the role as an executive Director, the Vice Chairman and the CEO with an annual fee of HK$2,860,000, plus discretionary bonus and other benefits, which is determined by the remuneration committee of the Board (the “Remuneration Committee”) with reference to his duties and responsibilities within the Group and the prevailing market conditions, subject to review by the Board and the Remuneration Committee from time to time. As at the date of this announcement, save as disclosed above, Mr. Wu (i) does not have any interest in the shares of the Company within the meaning of Part XV of the Securities and Futures Ordinance (Chapter 571, the Laws of Hong Kong) (the “SFO”); (ii) does not hold any other positions with the Company and/or other members of the Group; (iii) does not have any relationship with any other Directors, senior management, substantial shareholders (as defined under the Rules Governing the Listing of Securities on the Stock Exchange (the “Listing Rules”)) or controlling shareholders (as defined under the Listing Rules) of the Company; and (iv) does not hold any other directorship in any listed public companies in Hong Kong or overseas in the three years prior to the date of this announcement. Save as disclosed above, there are no other matters in connection with the re-designation of Mr. Wu as an executive Director and his appointment as the Vice Chairman and the CEO that need to be brought to the attention of the shareholders of the Company (the “Shareholders”) or any of the matters that need to be disclosed under Rule 13.51(2)(h) to (v) of the Listing Rules. The Board would like to take this opportunity to express its warm welcome to Mr. Wu for his new role within the Board. - 3 - Compliance with the Corporate Governance Code According to the Corporate Governance Code (the “CG Code”) as set out in Appendix 14 to the Listing Rules, the roles of the Chairman and the CEO should be separate and should not be performed by the same individual. As Mr. Yeung will remain as the Chairman following the appointment of Mr. Wu as the CEO, the Company has reinforced its compliance with the CG Code by complying with code provision A.2.1 of the CG Code. (2) APPOINTMENT OF EXECUTIVE DIRECTOR The Board is also pleased to announce that Mr. Yeung Ho Wang has been appointed as an executive Director of the Company with effect from 13 May 2021. The biographical details of Mr. Yeung Ho Wang are set out below: Mr. Yeung Ho Wang, aged 33, has over 8 years of experience in operation management and strategic planning especially in the food and beverage industry in Hong Kong. He has joined the Group as the operation manager since August 2014 and is primarily responsible for policy enforcement and corporate management. Mr. Yeung Ho Wang received a Bachelor of Science in Business Management and a Master of Science in Food Management in July 2011 and November 2012 respectively from University of Surrey. Mr. Yeung Ho Wang is the son of Mr. Yeung and the nephew of Mr. Yeung Yun Chuen and Mr. Yeung Yun Kei, the executive Directors of the Company. Mr. Yeung Ho Wang has entered into a service contract with the Company with a term of 3 years commencing from 13 May 2021 and his appointment under the service contract will be subject to retirement by rotation and re-election at annual general meetings of the Company in accordance with the articles of association of the Company or any other applicable laws from time to time. Mr. Yeung Ho Wang has agreed to take up the role as an executive Director with an annual fee of HK$910,000, plus year-end discretionary bonus, which is determined with reference to his duties and responsibilities within the Group and the prevailing market conditions and subject to review by the Board and the Remuneration Committee from time to time. As at the date of this announcement, save as disclosed above, Mr. Yeung Ho Wang (i) does not have any interest in the shares of the Company within the meaning of Part XV of the SFO; (ii) does not hold any other positions with the Company and/or other members of the Group; (iii) does not have any relationship with any other Directors, senior management, substantial shareholders or controlling shareholders of the Company; and (iv) does not hold any other directorship in any listed public companies in Hong Kong or overseas in the three years prior to the date of this announcement.
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