CHINA LIT (00772) Seeks Shareholder Nod for Tenth Amended Memorandum & Articles to Facilitate Paperless Regime

Bulletin Express
03/17

China Literature Limited (CHINA LIT, 00772.HK) announced that its Board has approved a proposal to overhaul the company’s Memorandum and Articles of Association. The revisions—collectively referred to as the “Proposed Amendments”—aim to align the group’s constitutional documents with the Hong Kong Stock Exchange’s latest initiatives to broaden the paperless listing regime.

The key points are as follows:

1. Modernised Governance Framework • Addition of new definitions such as “Communication Facilities,” “Meeting Location(s)” and “Present,” paving the way for hybrid or fully virtual general meetings. • Provisions expressly permit shareholders to attend, speak and vote via video-conferencing, internet platforms or other electronic means, ensuring full participation rights are retained.

2. Streamlined Share Administration • Issuance of physical share certificates becomes discretionary; the Board may decide whether certificates are necessary, supporting a paper-light environment. • Transfer procedures are updated to reference electronic documentation, while redundant terms—e.g., the “HK Code on Takeovers and Mergers” definition—are removed.

3. Enhanced Flexibility in Meeting Logistics • Notices of general meetings will now specify both physical venues and any virtual platforms to be used. • The Board gains authority to postpone or relocate meetings, including virtual locations, with clear rules on reconvening and proxy validity.

4. Other Housekeeping Updates • Clarifications on dividend payments permit electronic fund transfers in addition to cheques. • The Board may now delegate authority to fix auditor remuneration for a particular year and fill casual vacancies, reflecting practical needs. • New rules address cessation of hard-copy corporate communications when no mailing address is provided by shareholders.

The full set of revisions will be consolidated into a “tenth amended and restated Memorandum of Association and Articles of Association.” Adoption is contingent on passing a special resolution at the upcoming annual general meeting (AGM). A detailed circular outlining all changes will be dispatched to shareholders who have opted for printed copies in due course.

The Board underscores that these updates are designed to enhance corporate governance efficiency and comply with evolving HKEX requirements for electronic communications and meetings.

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