SIAS Questions for Fu Yu Corporation Limited

Date: January 16, 2025

To:
The Chairman and Members of the Board,
Fu Yu Corporation Limited

SIAS notes the recent developments at Fu Yu, involving controlling shareholder Mr Victor Lim (Mr Lim), who has requisitioned an extraordinary general meeting (EGM) to remove 2 directors. The Board has expressed its surprise at the request for the EGM. To help shareholders understand the basis for the decision to call for the EGM, SIAS would like the company to answer the following questions:

1. What were the reason(s) for the Nominating Committee (NC) rejecting Mr Lim’s request to join the Board?
2. What justifications did Mr Lim present to the NC to be a director on the Board?
3. Can the Board substantiate the claim by Mr Lim that the Independent Directors (IDs) should be removed due to the performance of the company, since the IDs are not typically involved in the management of the company?
4. In the event the IDs are removed at the proposed EGM, who will review the suitability of the ID candidates proposed by Mr Lim as there will be no NC to assess the Board candidates proposed by Mr Lim?
5. What were the results of any Board evaluation that may have been conducted?
6. Has the Board actively engaged with the controlling shareholder on the strategic direction of the group?
7. Have there been any disagreements between the Board and the management on the strategic direction of the company?
8. Does the Board think that the recent upturn in its financial performance will continue?

We should be grateful if the Board could answer the above questions to clarify all doubts and assist shareholders to make an informed decision at the upcoming EGM.

Kind regards,

David Gerald
Founder, President & CEO
for Management Committee of SIAS

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