AMASSE CAPITAL (08168): A shareholder requests the removal of incumbent directors and the appointment of new directors
AMASSE CAPITAL (08168) announced that the Company received a written requisition dated 23 October 2026 (the Written Requisition) issued by Yau & Co. Law Offices on the instructions of Cloud Peak Meitu Limited (the Requisitioner), requesting the Board to convene an extraordinary general meeting of the Company (the EGM) pursuant to Article 64 of the Company's fifth amended and restated articles of association (the Articles of Association) to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:
AMASSE CAPITAL (08168) announces that the Company has received a written requisition dated 23 October 2026 issued by Yau, Chan & Co. Solicitors on the instructions of Yunfeng Meitu Limited (the "Requisitionist"), requesting the Board to convene an extraordinary general meeting of the Company (the "EGM") pursuant to Article 64 of the Company's fifth amended and restated articles of association (the "Articles") to consider and, if thought fit, pass the following resolutions as ordinary resolutions of the Company:
1. "That Mr. Wu Peisheng be removed from the office of executive director of the Company with immediate effect upon the passing of this resolution."
2. "That Mr. Chen Weijie be removed from the office of executive director of the Company with immediate effect upon the passing of this resolution."
3. "That Ms. Jiang Dandan be removed from the office of executive director of the Company with immediate effect upon the passing of this resolution."
4. "That Mr. Song Kunxiang be removed from the office of independent non-executive director of the Company with immediate effect upon the passing of this resolution."
5. "That Mr. Wu Jiaqi be removed from the office of independent non-executive director of the Company with immediate effect upon the passing of this resolution."
6. "That Mr. Chen Zengwu be removed from the office of independent non-executive director of the Company with immediate effect upon the passing of this resolution."
7. "That Mr. Zheng Yufeng be elected as an executive director of the Company with immediate effect upon the passing of this resolution."
8. "That Mr. Huang Wenqiang be elected as an executive director of the Company with immediate effect upon the passing of this resolution."
9. "That Mr. Wang Jianqiang be elected as an executive director of the Company with immediate effect upon the passing of this resolution."
10. "That Mr. Chen Juming be elected as an independent non-executive director of the Company and a member of the audit committee of the Company with immediate effect upon the passing of this resolution."
11. "That Mr. Xu Yi'an be elected as an independent non-executive director of the Company and a member of the nomination committee of the Company with immediate effect upon the passing of this resolution."
12. "That Ms. Zhong Xia be elected as an independent non-executive director of the Company and a member of the remuneration committee of the Company with immediate effect upon the passing of this resolution."
13. "That the Board of Directors of the Company constituted immediately following the passing of resolutions 7 to 12 above, any one director then in office and the secretary of the Company be authorised to do all relevant acts and things, execute all relevant documents, and arrange for all relevant registrations, filings and announcements to be made, so as to give effect to the resolutions passed at this meeting."
As stated in the written requisition, (i) the Requisitionist holds 175,700,000 shares of the Company, representing approximately 11.83% of the voting rights attached to the share capital of the Company entitled to vote at its general meetings; and (ii) in order to avoid vacancies on the Board, all resolutions 1 to 13 must be considered at the EGM. Each of resolutions 1 to 6 is conditional upon at least four of resolutions 7 to 12 being passed, including resolutions 10 to 12 appointing independent non-executive directors. If, on the date of the EGM, any directors of the Company other than those named in resolutions 1 to 6 remain in office, the Requisitionist reserves its right to propose further resolutions to remove such directors from office as it considers necessary.
Pursuant to Article 64 of the Articles, the Board may convene an EGM at such time as it thinks fit. On a one-share-one-vote basis, an EGM may also be requisitioned by one or more shareholders holding, on the date of the requisition, not less than one-tenth of the voting rights attached to the share capital of the Company and entitled to vote at general meetings. Such requisition must be made in writing to the Board or the secretary to require the Board to convene an EGM to deal with any business specified in the requisition and to include the relevant resolutions in the agenda of the meeting. The meeting must be convened within 2 months after the requisition is submitted. If the Board fails to make arrangements to convene the meeting within 21 days from the date of submission, the Requisitionist (or Requisitionists) may convene a physical meeting itself at a single location (i.e. the principal meeting place), and all reasonable expenses incurred by the Requisitionist as a result of the Board's failure to duly convene the meeting shall be reimbursed by the Company to the Requisitionist.
The Board is currently seeking professional advice to determine whether the procedures relating to the alleged requisition are compliant and to take appropriate action in respect thereof.
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