ContiOcean proposes Article amendments to widen Board size range and align governance with HKEX rules

Bulletin Express
Apr 22

ContiOcean Environment Tech Group Co., Ltd. (ContiOcean) released an announcement on 22 April 2026 detailing a set of proposed amendments to its Articles of Association, to be voted on by special resolution at the forthcoming annual general meeting (AGM).

Key governance revisions • Board composition: Article 118 will be revised to expand the Board size from a fixed eight directors to a range of 5–15 directors. The amendment also stipulates that independent non-executive directors must number at least three and account for not less than one-third of the Board.

• Audit Committee mandate: In Article 120, the sequencing of items is adjusted while keeping the Audit Committee’s authority over the appointment or dismissal of the financial officer (chief financial officer) and over changes in accounting policies, estimates or error corrections that are not driven by new accounting standards.

• Shareholder meeting agenda: Article 45 wording remains consistent, reiterating that transactions from which the Company unilaterally benefits (such as receipt of cash gifts, debt relief, guarantees or subsidies), and intra-group transactions within ContiOcean’s consolidated subsidiaries, can be exempt from shareholders’ meeting approval unless otherwise required or if shareholder interests could be harmed.

Process and timetable The amendments are made pursuant to Rule 13.51(1) of the Hong Kong Listing Rules. They will only take effect after shareholders approve them at the AGM; the current Articles remain in force until then. A circular laying out full details and the AGM notice will be dispatched to shareholders in due course.

Board composition as of the announcement date Executive Directors: Zhou Yang (Chairman), Zhao Mingzhu, Chen Zhiyuan, Shu Wa Tung (Laurence), Chen Rui Independent Non-Executive Directors: Dr. Guan Yanmin, Zhu Rongyuan, Ng Sin Kiu

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