Announcement • Mar 13
EcoGreen International Group Limited Announces Resignation of Chui Man Lung, Everett as Independent Non-Executive Director The board of directors of EcoGreen International Group Limited announced that Mr. Chui Man Lung, Everett (Mr. Chui) resigned as an independent non-executive Director with effect from 13 March 2024 due to his other business engagements. Simultaneously with his resignation, Mr. Chui also ceased to be a member of the audit committee, the remuneration committee, the nomination committee and the independent board committee of the Company with effect from 13 March 2024. Mr. Chui has confirmed to the Company that he has no disagreement with the Board and there is no other matter in relation to his resignation that needs to be brought to the attention of the shareholders of the Company. Announcement • Jan 19
EcoGreen International Group Limited Provides Update on Winding Up Petitions On 16 January 2024, the Group received from the legal advisers to Hang Seng Bank Limited (the "Petitioner"): a sealed copy of a winding-up petition against the EcoGreen International Group Limited (the Company) (the "Petition against the Company") dated and filed with the High Court of The Hong Kong Special Administrative Region (the "Court") as at 15 January 2024 under the action number HCCW 27/2024 to have the Company wound up by the Court under the provisions of the Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap. 32 of the Laws of Hong Kong) ("CWUMPO"); and a sealed copy of a winding-up petition (the "Petition against DIL", which together with the Petition against the Company are collectively referred to as the "Petitions") against Doingcom International Limited ("DIL"), a company incorporated in Hong Kong with limited liability which is wholly-owned by the Company, dated and filed with the Court as at 15 January 2024 under the action number HCCW 28/2024 to have DIL wound up by the Court under the provisions of the CWUMPO. According to the Petitions, it was pleaded (among other things) that: (a) the Company is indebted to the Petitioner pursuant to a loan agreement between the Company and a syndicate of lenders (the "Syndicate") dated 27 May 2020 (the "Loan Agreement") in respect of a US$185,000,000 term loan facility granted by the Syndicate to the Company (as borrower); (b) DIL has guaranteed payment of the liabilities (including loan principal and interest) owed by the Borrower to the Syndicate under the Loan Agreement (the "Indebtedness"); (c) the Indebtedness was alleged to be in the sum of USD 201,285,820.45 as at 24 September 2023, and interest will continue to accrue until payment; and (d) the Petitioner is one of the lender under the Loan Agreement and the security agent for the Syndicate. The Petitions are appointed to be heard by the Court on 20 March 2024. Under Section 182 of the CWUMPO, if the Company (or DIL, as the case may be) is ultimately wound up as a result of the Petitions, any disposition of its property, including things in action, and any transfer of shares, or alteration in the status of the members, made after the commencement of the winding-up, namely, the date of the presentation of the Petitions (i.e. 15 January 2024) (the "Commencement Date"), shall be void unless a validation order is obtained from the Court. Any disposition made on or after the Commencement Date will not be affected if the Petitions are subsequently struck out, dismissed or permanently stayed. Pursuant to the circular dated 28 December 2016 (the "HKSCC Circular") issued by Hong Kong Securities Clearing Company Limited ("HKSCC") in relation to the transfer of shares of listed issuers after the presentation of winding-up petition, and in view of the restrictions and the uncertainties which may arise in relation to the transfer of the shares in the Company (the "Shares"), for participants who conduct share transfers through HKSCC (the "CCASS Participants"), HKSCC may at any time, and without notice, exercise its powers under the General Rules of Central Clearing and Settlement System (the "CCASS") to temporarily suspend any of its services in respect of the Shares, including the suspension of acceptance of deposits of share certificates of the Company into the CCASS. The share certificates of the Company received by HKSCC but not yet re-registered in the name of HKSCC Nominee Limited will be returned to the relevant CCASS Participant, and HKSCC shall reserve the right to reverse any credit granted to such CCASS Participant by debiting the relevant securities from its CCASS account. These measures will generally cease to apply from the date on which the winding-up petition has been struck out, dismissed or permanently stayed, or if the Company has obtained a validation order from the Court. Given the effect of Section 182 of the CWUMPO and the HKSCC Circular, shareholders and potential investors of the Company are reminded that any transfer of the Shares made on or after the Commencement Date would be void without a validation order from the Court in the event that the Company is ultimately wound up, and there is risk the transfers of the Shares after the Commencement Date may be restricted due to potential suspension of deposits of the Shares into the CCASS due to the Petition against the Company. The Company emphasizes that the filing of the Petitions does not represent the successful winding-up of the Company and/or DIL as petitioned by the Petitioner, and that no winding-up order has been granted by the Court to wind-up the Company as at the date of this announcement. The Company is seeking legal advice as to the appropriate action to take in response to the Petitions. Further announcements will be made by the Company to keep the shareholders and potential investors informed of any material developments in relation to the Petitions as and when appropriate or as required under the Listing Rules. Announcement • Jan 18
EcoGreen International Group Limited Announces Resignation of Directors and Changes in Composition of Board Committees The board of directors of EcoGreen International Group Limited announces that: Ms. Wang Jin resigned as an independent non-executive Director with effect from 17 January 2024 due to her intention to focus on her own business pursuits. Simultaneously with her resignation, Ms. Wang also ceased to be the chairman of the remuneration committee, and a member of the audit committee, the nomination committee and the independent board committee of the Company with effect from 17 January 2024. Mr. Choi Wai Hong, Clifford resigned as an independent non-executive Director with effect from 17 January 2024 due to his other work arrangements. Simultaneously with his resignation, Mr. Choi also ceased to be the chairman of the audit committee and the independent board committee, and a member of the remuneration committee and the nomination committee of the Company with effect from 17 January 2024.