Annual Report 2025

130 Transport International Holdings Limited 2025 Annual Report CORPORATE GOVERNANCE REPORT Re-election, Retirement and Appointment of Directors The Company has in place a formal and transparent procedure for the appointment of new Directors. A person may be appointed as a member of the Board at any time either by the shareholders in a general meeting or by the Board on the recommendation of the Nomination Committee when it is necessary to fill a casual vacancy. A Director appointed by the Board to fill a casual vacancy shall hold office until the first Annual General Meeting after such appointment but is eligible for election at the same meeting. Subject to authorisation by the shareholders in a general meeting, a Director may also be appointed by the Board as an addition to the existing Board. All Directors are appointed for a specific term and are subject to retirement by rotation and re-election at the Company’s Annual General Meeting at least once every three years. One-third of the Directors, who have served longest on the Board, must retire and be eligible for re-election at each annual general meeting. As such, all Directors have a current term of office no longer than three years. Shareholders may remove a Director before the expiration of his/her period of office by passing a special resolution, stating detailed reasons, at a general meeting properly convened for this purpose in accordance with the Bye-laws of the Company. The election of individual Directors is subject to separate resolutions to be approved by the shareholders. In respect of the reappointment of an Independent Non-executive Director who has served on the Board for nine years, the Company is required to explain in a circular containing the notice of the Annual General Meeting why it considers that the Director remains independent and why it recommends his/her re-election to the shareholders. Re-election and Appointment of Directors At the 2025 Annual General Meeting (“2025 AGM”), Dr. Norman LEUNG Nai Pang, GBS, JP, Dr. John CHAN Cho Chak, GBS, JP, Mr. William LOUEY Lai Kuen, Mr. Allen FUNG Yuk Lun, Mr. LUNG Po Kwan and Mr. Roger LEE Chak Cheong, retired by rotation and were re-elected as Directors. At the 2025 AGM, Ms. WANG Xiao Bin, being an Independent Non-executive Director appointed by the Board after the 2024 Annual General Meeting of the Company was also re-elected as a Director of the Company. Ms. WANG was further appointed as a member of the Nomination Committee of Transport International Holdings Limited with effect from 1 July 2025. Prior to the appointment of Ms. WANG Xiao Bin as an independent non-executive director and a member of the Audit & Risk Management Committee of the Company both with effect from 1 November 2024, she has obtained legal advice referred to in Rule 3.09D on 25 September 2024 and she has confirmed she understood her obligations as a director of a listed issuer. At the upcoming 2026 Annual General Meeting of the Company (“2026 AGM”), Dr. Eric LI Ka Cheung, GBS, OBE, JP, Professor LIU Pak Wai, SBS, JP, Mr. TSANG Wai Hung, GBS, PDSM, JP, Mr. Charles LUI Chung Yuen, M.H., Dr. CHEUNG Wing Yui, BBS and Mr. Christopher KWOK Kai Wang, JP will retire as Directors of the Company and offer themselves for re-election. At the 2026 AGM, in accordance with Bye-law 83(2) of the Company, Mr. MA Siu Cheung, GBS, JP, who has been appointed as Deputy chairman and a Non-executive Director by the Board after the 2025 AGM, will subject to authorisation by the Shareholders, hold office until the upcoming 2026 AGM and, being eligible, will also offer himself for re-election. Prior to the appointment of Mr. MA Siu Cheung as Deputy Chairman and a Non-executive Director of the Company both with effect from 1 February 2026, Mr. MA has obtained legal advice referred to in Rule 3.09D on 22 January 2026 and he has confirmed he understood his obligations as a director of a listed issuer. All these retiring Directors, being eligible, have been nominated by the Nomination Committee and recommended by the Board to stand for re-election at the next AGM. The re-election of each Director will be subject to the voting of shareholders in a separate resolution. In relation to the appointment of Ms. LAU Man-Kwan, Julia, JP as Alternate Director to Mr. William LOUEY Lai Kuen with effect from 20 June 2024, prior to her appointment, she has obtained legal advice referred to in Rule 3.09D on 27 May 2024 and she has confirmed she understood her obligations as a director of a listed issuer.