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福 建 諾 奇 股 份 有 限 公 司
Fujian Nuoqi Co., Ltd.
(a joint stock limited liability company incorporated in the People's Republic of China)
(Stock Code: 1353)
PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION
The board of directors (the ''Board'') of Fujian Nuoqi Co., Ltd. (the ''Company'') hereby announces the proposed amendments to the Company's articles of association (the ''Articles of Association'').
According to the Reply of the State Council on the Adjustment of the Notice Period of the General Meeting and Other Matters Applicable to the Overseas Listed Companies (Guo Han [2019] No. 97) 《( 關於調整適用在境外上市公司召開股東大會通知期限等事項規定的批覆》 (國函[2019]97號)), the requirements on the notice period of the general meeting, shareholders' proposal right and convening procedures for joint stock companies incorporated in the People's Republic of China (''PRC'') and listed overseas shall be governed by the relevant provisions under the Company Law of the PRC, instead of the provisions under the Articles 20 to 22 of the Special Provisions of the State Council on Overseas Share Raising and Listing of Joint Stock Companies 《( 國 務 院 關 於 股 份 有 限 公 司 境 外 募 集 股 份 及 上 市 的 特 別 規 定》). Accordingly, the Company proposes to amend the relevant provisions in the Articles of Association as follows:
Original articles | Amended articles |
Article 73 When the Company is to hold a | Article 73 When the Company is to hold an |
shareholders' general meeting, it shall give a | annual shareholders' general meeting, it shall |
written notice 45 days prior to the meeting, | notify the shareholders of the time and venue of |
informing all the registered shareholders of the | the meeting, and the matters to be considered |
matters to be deliberated at the meeting as well | 20 days prior to the meeting; and the Company |
as the date and place of the meeting. | shall notify the shareholders 15 days prior to an |
Shareholders that intend to attend the | extraordinary shareholders' general meeting. |
shareholders' general meeting shall, within 20 | |
days prior to the meeting, deliver a written | The date of the meeting shall not be included |
reply to the Company regarding the proposed | when the Company calculates the starting date. |
attendance. | |
The date of the meeting shall not be included | |
when the Company calculates the starting date. | |
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Original articles | Amended articles | |||||||||||
Article 74 Based on the written replies | Article 74 Matters which are not included in | |||||||||||
received 20 days prior to a shareholders' | the notices set out in Articles 73 herein shall | |||||||||||
general meeting, the Company shall calculate | not be resolved at the shareholders' general | |||||||||||
the number of shares carrying voting rights of | meeting. | |||||||||||
the shareholders intending to attend the | ||||||||||||
meeting. The Company may convene the | ||||||||||||
shareholders' general meeting if the number of | ||||||||||||
the shares carrying voting rights of the | ||||||||||||
shareholders who propose to attend is more | ||||||||||||
than half of the total number of shares carrying | ||||||||||||
voting rights of the Company. If | the | |||||||||||
requirement is not met, the Company shall | ||||||||||||
publish an announcement containing the | ||||||||||||
proposed agenda, date and place of the meeting | ||||||||||||
within 5 days to re-notify the shareholders of | ||||||||||||
the meeting. The Company may convene the | ||||||||||||
shareholders' general meeting after having | ||||||||||||
published the announcement. No matters other | ||||||||||||
than those set out in the notice to convene any | ||||||||||||
extraordinary general meeting shall be | ||||||||||||
determined. | ||||||||||||
Article 80 The notice of a shareholders' | Article 80 The notice of a shareholders' | |||||||||||
general meeting shall be delivered to | general meeting shall be delivered to | |||||||||||
shareholders (whether or not entitled to vote | shareholders (whether or not entitled to vote | |||||||||||
thereat) by personal delivery or mail postage | thereat) by personal delivery or mail postage | |||||||||||
prepaid to the recipients‟address shown in the | prepaid to the recipients‟address shown in the | |||||||||||
register of members. By the means accepted by | register of members. By the means accepted by | |||||||||||
the relevant regulatory authorities at the place | the relevant regulatory authorities at the place | |||||||||||
of listing, the notice of a shareholders' general | of listing, the notice of a shareholders' general | |||||||||||
meeting | may | be | given | through | an | meeting | may | be | given | through | an | |
announcement. | announcement. | |||||||||||
The announcement referred to in the preceding | The announcement referred to in the preceding | |||||||||||
paragraph shall be published in the one or more | paragraph shall be published in the one or more | |||||||||||
national newspapers designated by the | national newspapers designated by the | |||||||||||
securities regulatory authority during the period | securities regulatory authority during the period | |||||||||||
between 45 and 50 days prior to the meeting. | between 20 and 25 days prior to an annual | |||||||||||
Once the announcement is made, all domestic | shareholders' general meeting and between 15 | |||||||||||
shareholders shall be deemed to have received | to 20 days prior to an extraordinary | |||||||||||
the notice of the relevant shareholders' general | shareholder's general meeting. Once the | |||||||||||
meeting. | announcement | is | made, | all | domestic | |||||||
shareholders shall be deemed to have received | ||||||||||||
the notice of the relevant shareholders' general | ||||||||||||
meeting. | ||||||||||||
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Original articles | Amended articles |
Article 136 A written notice convening a class | Article 136 A written notice convening a class |
meeting shall be given 45 days before its | meeting shall be the same as the period for |
convention, to notify shareholders whose | issuing a written notice of the non-class |
names appear in the register of members for | meeting to be convened together with such |
such class shares of the matters proposed to be | class meeting. Written notice shall notify the |
considered and the date and place of the | registered shareholders of such class of the |
meeting. Shareholders who intend to attend the | matters to be considered at the meeting and the |
meeting shall serve a written reply to the | date and venue of the meeting. |
Company 20 days prior to the date of the | |
meeting. The day of the meeting shall not be | If there is any requirement by the laws and |
included when counting the day. | regulations in the jurisdiction where the shares |
of the Company are listed, such requirements | |
In the event that the number of shares (carrying | shall apply. |
voting rights) held by shareholders who intend | |
to attend the meeting reaches 1/2 or more of | |
the total class shares with voting rights at the | |
meeting, the Company may convene the class | |
meeting; otherwise, the Company shall within 5 | |
days notify the shareholders, again by way of | |
public announcement, of the matters to be | |
considered and the date and place of the | |
meeting. The Company may then proceed to | |
hold the meeting. If there is any requirement by | |
the laws and regulations in the jurisdiction | |
where the shares of the Company are listed, | |
such requirements shall apply. | |
The above proposed amendments to the Articles of Association are subject to the approval of the shareholders of the Company by way of a special resolution at an extraordinary general meeting of the Company to be held on 30 March 2020 (the ''EGM''), and shall take effect on the date of passing the relevant resolution at the EGM. Prior to the passing of the relevant resolution at the EGM, the current Articles of Association shall remain effective. For further details of the proposed amendments to the Articles of Association, please refer to the circular of the Company dated 11 February 2020.
The Proposed Amendments have been prepared in both Chinese and English. In the event of any discrepancy in the context, the Chinese version shall prevail.
By Order of the Board
Fujian Nuoqi Co., Ltd.
Xu Haiying
Chairman and Executive Director
Hong Kong, 11 February 2020
As at the date of this announcement, the Board comprises two executive Directors, namely Mr. Xu Haiying and Mr. Sit Hon Wing, one non-executive Director, namely Mr. Han Huiyuan, and three independent non-executive Directors, namely Mr. Chan Ming Sun Jonathan, Mr. Lee Chi Hwa Joshua and Mr. Mak Yiu Tong.
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Fujian Nuoqi Co. Ltd. published this content on 11 February 2020 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 11 February 2020 09:22:01 UTC