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.

(Incorporated in the Cayman Islands with limited liability)

(Stock Code: 9919)

PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

The board (the "Board") of directors (the "Directors") of Activation Group Holdings Limited (the "Company") hereby announces that in order to enhance the corporate governance structure of the Company and to facilitate the decision making process and the power of the Board, the Board proposes to make certain amendments (the "Proposed Amendments") to the articles of association of the Company (the "Articles of Association") to specify the proceedings of the Board for certain matters.

The details of the Proposed Amendments are set out below:

Articles

Current Articles of Association

Proposed Amendments

1(A)

N/A

The definition of "RMB" shall be inserted

immediately after the definition of "Relevant

Territory"

""RMB" shall mean Renminbi, the currency of

the People's Republic of China;"

107A

N/A

The following Article 107A shall be added

immediately after Article 107:

"107A. The Directors may from time to time

fix the maximum number of Directors,

provided that such number of Directors

shall not exceed the maximum number

as from time to time determined by the

shareholders in general meeting under

Article 107."

- 1 -

109

The Directors shall have power

The Directors shall have power from time to time

from time to time and at any time

and at any time to appoint any person as a Director

to appoint any person as a Director

either to fill a casual vacancy or as an additional

either to fill a casual vacancy or

Director but so that the number of Directors so

as an additional Director but so

appointed shall not exceed the maximum number

that the number of Directors so

determined from time to time by the shareholders

appointed shall not exceed the

in general meeting under Article 107 or by the

maximum number determined from

Directors under Article 107A. Any Director so

time to time by the shareholders

appointed shall hold office only until the next

in general meeting. Any Director

following general meeting of the Company and

so appointed shall hold office only

shall then be eligible for re-election at the meeting

until the next following general

but shall not be taken into account in determining

meeting of the Company and shall

the Directors or the number of Directors who are

then be eligible for re-election

to retire by rotation at such meeting.

at the meeting but shall not be

taken into account in determining

the Directors or the number of

Directors who are to retire by

rotation at such meeting.

132

Questions arising at any meeting of

Subject to Article 132A, questions arising at any

the Directors shall be decided by

meeting of the Directors shall be decided by a

a majority of votes, and in case of

majority of votes, and in case of an equality of

an equality of votes the chairman

votes the chairman of the meeting shall have a

of the meeting shall have a second

second or casting vote.

or casting vote.

132A

The following Article 132A shall be added

immediately after Article 132:

"132A. The following questions arising at any

meeting of the Directors shall be decided

by a majority of not less than four-fifth

of votes cast by such Directors in office

who are entitled to vote thereon for the

time being:

(i) any proposal to be considered by

the Board to change the share

capital of the Company under

Article 13;

- 2 -

(ii) any exercise by the Directors of the power of the Company to purchase of its own shares, warrants or other securities for the subscription or purchase of its own shares under Article 15;

(iii) the making of any investment b y t h e C o m p a n y ( o t h e r t h a n investment in an existing subsidiary of the Company) with the total i n v e s t m e n t a m o u n t e x c e e d i n g RMB10 million;

(iv) any proposal to be considered b y t h e B o a r d t o a l t e r t h e Memorandum of Association or these Articles under Article 67(B);

  1. any material change in the then principal business of the Company;
  2. any appointment of a Director by the Directors under Article 109;

(vii) a n y r e c o m m e n d a t i o n b y t h e Directors for the removal of any Director by the Company under Article 111;

  1. the fixing and any change in the maximum number of Directors by the Directors under Article 107A, or any recommendation by the Directors for the fixing and/ or change of the maximum number of Directors by the Company in general meeting under Article 107; and
  2. without limiting the generality of paragraph (iv) above, any proposal to be considered by the Board to alter this Article 132A, Article 132 or Article 139 regarding the decision making proceedings of the Directors."

- 3 -

The Proposed Amendments are subject to the approval of the shareholders of the Company by way of special resolution at an extraordinary general meeting ("EGM") of the Company. Apart from the Proposed Amendments, other clauses in the Articles of Association remain unchanged.

GENERAL

The EGM will be convened for the Shareholders to consider and, if thought fit, approve the Proposed Amendments. A circular containing the Proposed Amendments together with the notice of the EGM will be despatched to the Shareholders in due course.

Further announcement(s) will be made by the Company to inform the Shareholders of the results of the EGM.

By order of the Board

Activation Group Holdings Limited

Lau Kam Yiu and Ng Bo Sing

Joint-Chairmen

Hong Kong, 18 September 2020

As at the date of this announcement, the Board comprises four executive Directors, namely, Mr. Lau Kam Yiu, Mr. Ng Bo Sing, Mr. Chan Wai Bun and Ms. Low Wei Mun and three independent non- executive Directors, namely, Ms. Cheung Siu Wan, Mr. Yu Longjun and Dr. Cheung Wah Keung.

- 4 -

This is an excerpt of the original content. To continue reading it, access the original document here.

Attachments

  • Original document
  • Permalink

Disclaimer

Activation Group Holdings Ltd. published this content on 18 September 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 18 September 2020 09:04:10 UTC