Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On
Pursuant to the Certificate of Designation, the Board of Directors of the
Company authorized the creation 25,000,000 shares of Redeemable Convertible
Preferred Stock, par value
Each share of RCPS shall be convertible into one share of common stock of the
Company, upon the Board approving the initiation of the listing process to list
the shares of the Company on any stock exchange, or upon the written approval of
the Company. The Company may also, at its option, redeem the RCPS for cash at a
redemption price of
No amendment to the Certificate of Designation may be made without the consent of at least 66.66% of the RCPS then outstanding. The RCPS may not be sold, hypothecated, transferred, assigned or disposed of, directly or indirectly, in any manner.
The foregoing description of the Certificate of Designation does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is attached hereto as Exhibit 3.4, and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits Exhibits Number Description 3.4 Certificate of Designation of the Relative Rights and Preferences of the Redeemable Convertible Preferred Stock ofHWGC Holdings Limited , filed with the Secretary of State of theState of Nevada onMarch 10, 2022
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