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." |
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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; | ||
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(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);
- any material change in the then principal business of the Company;
- 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;
- 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
- 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."
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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.
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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