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E-Commodities Holdings Limited — Governance Information 2022
May 5, 2022
50127_rns_2022-05-05_b65a7f2c-a3e4-4275-97ce-e391a4a34bca.pdf
Governance Information
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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.
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E-COMMODITIES HOLDINGS LIMITED 易大宗控股有限公司
(Incorporated in the British Virgin Islands with limited liability)
(Stock Code: 1733)
PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION AND THE ARTICLES OF ASSOCIATION
This announcement is made by E-Commodities Holdings Limited (the “ Company ”, together with its subsidiaries, the “ Group ”) pursuant to Rule 13.51(1) of the Rules Governing the Listing of Securities on The Stock Exchange of Hong Kong Limited (the “ Listing Rules ”) in relation to the proposed amendments to the existing amended and restated memorandum of association (the “ Existing Memorandum ”) and the existing amended and restated articles of association (the “ Existing Articles ”) of the Company.
The board (the “ Board ”) of directors (the “ Directors ”) of the Company proposes to amend the Existing Memorandum and the Existing Articles in order to (i) the Existing Memorandum and Existing Articles in line with the latest legal and regulatory requirements and the Listing Rules, in particular, core standard set out for shareholders protection in Appendix 3 to the Listing Rules which took effect on 1 January 2022; (ii) incorporate certain housekeeping amendments; and (iii) update and clarify provisions where it is considered desirable (the “ Proposed Amendments ”). Accordingly, the Board proposes to adopt the second amended and restated memorandum of association and articles of association in substitution and exclusion for the Existing Memorandum and the Existing Articles (the “ New Memorandum and Articles of Association ”). The New Memorandum and Articles of Association will be effective from the date of registration with the Registrar of Corporate Affairs in the British Virgin Islands.
Save for the Proposed Amendments, contents of other provisions of the Existing Memorandum and the Existing Articles shall remain unchanged.
In accordance with clause 9 of the Existing Memorandum and article 33 of the Existing Articles, the adoption of the New Memorandum and Articles of Association is subject to approval of the shareholders of the Company (the “ Shareholders ”) by way of special resolution of members at the
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forthcoming annual general meeting of the Company (the “ AGM ”). A circular containing, among other things, relevant information regarding the Proposed Amendment and notice of AGM, is expected to be despatched to the Shareholders in due course.
By Order of the Board E-Commodities Holdings Limited Cao Xinyi
Chairman
Hong Kong, 5 May 2022
As at the date of this announcement, the executive directors of the Company are Ms. Cao Xinyi, Mr. Wang Yaxu, Ms. Di Jingmin and Mr. Zhao Wei; the non-executive director of the Company is Mr. Guo Lisheng; and the independent non-executive directors of the Company are Mr. Ng Yuk Keung, Mr. Wang Wenfu and Mr. Gao Zhikai.
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