HWGC HOLDINGS LTD: change of directors or principal officers, amendments to articles of association or regulations; Change of fiscal year, financial statements and supporting documents (Form 8-K)

Article 5.02 Departure of directors or certain officers; Appointment of certain

            Officers;
            Compensatory Arrangements of Certain Officers

On May 19, 2922the Board of Directors (the “Board”) of HWGC Holdings Limiteda Nevada corporation (the “Company”), increased the size of the board of directors from one director to two directors in accordance with the amended and restated articles of association, and appointed Christine Kulbas to the board of directors to fill the new position of administrator, with immediate effect.

Christine Kulbas, 28, has international business experience in product and service marketing, brand awareness building, social media, partnership management and customer relationship management. Since January 2020Ms. Kulbas served as Chief Marketing Officer at FintechCashier, a
London– payment solutions provider offering digital banking services to merchants worldwide, where it develops and executes marketing strategies within the banking and fintech industry, including the creation and management of digital marketing, the realization of marketing research and analysis. Before joining FintechCashier, September 2019 for January 2020, Ms. Kulbas served as PR and Client Relations Manager at IT London, where she assisted in the opening of a fine dining restaurant, created and managed branding, organized events and established and managed client relationships. Between April and
August 2019Ms. Kulbas worked as a marketing and social media assistant at Ronnie Colbie, a London floral creation shop, and August 2015 for August 2016, she was employed as Sales Manager at Mandatum Life Insurance Baltic SE. Christine Kulbas obtained her Bachelor of Arts in International Marketing with honors from the University of Westminster, Englandin 2019 and graduated from ESCE International Business School in Paris, France in 2017.

Ms. Kulbas’ international marketing experience and her understanding of the needs of the international market led to the conclusion that she should serve as a director of the Company.

There has been no arrangement or understanding between Ms. Kulbas and any other person pursuant to which Ms. Kulbas has been appointed as a director of the Company. Furthermore, there are no family ties between Ms. Kulbas and any of the senior management or directors of the Company. Ms. Kulbas has no direct or indirect material interest in the transactions required to be disclosed pursuant to Section 404(a) of Regulation SK.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change of exercise

On May 18, 2022, the Board has approved an amendment to the Articles of the Company and has adopted the Amended and Restated Articles (the “Amended By-Laws”), effective immediately. The Amended Articles have amended and restated in their entirety the Articles of the Company to, among other things: (i) expressly authorize the Board to fix the number of directors who will constitute the full Board by resolution of the Board without the obligation to obtain the approval of the shareholders of the Company for this purpose; (ii) provide that vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then remaining in office, but less than a quorum, or by a single remaining director; (iii) establish the procedure for prior notification of business proposed by shareholders at the annual meeting; (iv) establish the procedure for the appointment of directors and that a candidate for the position of director be elected to the board by a plurality of votes cast at the annual meeting of shareholders; (v) add the provision that any action required or permitted to be taken by the Board or any committee thereof at the meeting may be taken without a meeting by unanimous consent; (vi) provide that the forum for the settlement of internal company complaints will be the courts of the state of nevada; and (vii) make other technical changes.

The foregoing summary is subject to and qualified in its entirety by the full text of the Amended and Restated Articles, a copy of which is filed as Exhibit 3.6 to this Current Report on Form 8-K and is incorporated by reference herein. point. 5.3.

Item 9.01 Financial statements and supporting documents.

(d) Exhibits



Exhibit No.   Description of Exhibit

3.6             Amended and Restated Bylaws dated May 18, 2022

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