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: 698) PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The Directors intend to put forward to the Shareholders a
proposal to amend the Articles in order to bring the
constitution of the Company in line with current amendments
made to the Listing Rules that came into effect on 1 January
2012 and 1 April 2012.
The amendments to the Articles are subject to approval of the
Shareholders by way of passing special resolution to be
proposed at the AGM.
The Stock Exchange of Hong Kong Limited (the "Stock
Exchange") has amended the Rules Governing the Listing of
Securities on the Stock Exchange (the "Listing Rules")
relating to, among other things, the constitutional documents
or equivalent constitutional documents of listed issuers.
Some of the amendments to the GEM Listing Rules came into
effect on 1 January 2012 and some came into effect on 1 April
2012. Accordingly, the directors (the "Directors") of Tongda
Group Holdings Limited (the "Company") propose to seek the
approval of the shareholders of the Company (the
"Shareholders") by way of special resolution for the
amendments to the existing articles of association (the
"Articles") of the Company at the annual general meeting of
the Company (the "AGM"), so as to bring the constitution of
the Company in line with current amendments made to the
Listing Rules.
The major proposed amendments include the following:
• to require a physical board meeting in lieu of written
resolutions where a Director or substantial shareholder has a
conflict of interest in a matter to be considered by the
Board which the Board has determined to be material;
• to no longer permit a Director to disregard 5% interests
when considering whether the Director has a material interest
which would prevent him from forming part of the quorum or
voting at board meeting; and
• to allow the chairman at a general meeting to exempt
procedural and administrative matters from voting by
poll.
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A circular containing further information in respect of the
proposed amendments to the Articles and a notice of AGM will
be despatched to the Shareholders as soon as practicable.
By order of the Board
Chairman
Hong Kong, 13 April 2012
As at the date of this announcement, the executive Directors of the Company includes Messrs Wang Ya Nan, Wang Ya Hua, Wong Ah Yu, Wong Ah Yeung, Choi Wai Sang, Wang Ming Che, and independent non-executive Directors Dr. Yu Sun Say JP, Mr. Ting Leung Huel Stephen and Mr. Cheung Wah Fung, Chirstopher, JP.
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