Century Ginwa Retail Holdings Limited announced that three directors—non-executive director Chen Shuai and independent non-executive directors Song Hong and Ruan Xiaofeng—resigned with effect from 30 June 2026 due to personal work arrangements.
The departures have immediate ramifications for the company’s compliance status under Hong Kong Listing Rules:
• Board Independence: The number of independent non-executive directors (INEDs) has fallen to one, breaching Rule 3.10(1) (minimum three INEDs) and Rule 3.10A (INEDs must represent at least one-third of the board). • Audit Committee: Membership dropped from three to one, violating Rule 3.21, which requires a minimum of three members. • Remuneration Committee: The committee currently lacks an INED chair and no longer has a majority of INEDs, contravening Rule 3.25. • Nomination Committee: INED representation is now below the required majority under Rule 3.27A, and the committee no longer includes a director of a different gender, conflicting with Corporate Governance Code provision B.3.5.
Current board composition consists of four executive directors (Ma Wenzhong, Choon Hoi Kit Edwin, Wan Qing and Zhang Wei), one non-executive director (Huang Zhihua) and one independent non-executive director (Tsang Kwok Wai).
Century Ginwa stated it will seek suitable candidates to restore compliance “as soon as practicable” and, in any event, within the three-month grace period allowed by the Listing Rules. Further announcements will be made upon completion of appointments.
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