Newlead Holdings Ltd. (fka NEWLF)

[GaryJPalys]

For all the people that don't like to do their due diligence (and have lost their shirts in $NEWL)... 50,000,000,000 authorized shares, count them and weep!

http://www.sec.gov/Archives/edgar/data/1322587/000143774915010190/newl20141231_20f.htm


B. Memorandum of Association and Bye-laws

The following description of our share capital summarizes the material terms of our Memorandum of Association and our bye-laws. Under our Memorandum of Association, as amended, our authorized capital consists of 500,000,000 preference shares, par value $0.01 per share, and 50,000,000,000 common shares, par value of $0.01 per share.


Common Shares

Our Memorandum of Association was amended on August 26, 2009 to increase our authorized share capital to 1,000,000,000 common shares and 500,000,000 preference shares. By a Board Resolution dated February 17, 2015 the authorized common shares were increased to 50,000,000,000 (fifty billion) by the creation of 49,000,000,000 (forty nine billion) common shares of par value $0.01, such that the authorized share capital of the Company shall be $505,000,000 (five hundred five million) divided into 50,000,000,000 (fifty billion) of common shares of par value $0.01 and 500,000,000 (five hundred million) of preference shares of par value $0.01.

Holders of common shares have no pre-emptive, subscription, redemption, conversion or sinking fund rights. Holders of common shares are entitled to one vote for each share held of record on all matters submitted to a vote of our shareholders. Holders of common shares have no cumulative voting rights. Holders of common shares are entitled to dividends if and when they are declared by our board of directors, subject to any preferred dividend right of holders of any preference shares. Directors to be elected by holders of common shares require a plurality of votes cast at a meeting at which a quorum is present. For all other matters, unless a different majority is required by law or our bye-laws, resolutions to be approved by holders of common shares require approval by a majority of votes cast at a meeting at which a quorum is present.

Upon our liquidation, dissolution or winding up, our common shareholders will be entitled to receive, ratably, our net assets available after the payment of all our debts and liabilities and any preference amount owed to any preference shareholders. The rights of our common shareholders, including the right to elect directors, are subject to the rights of any series of preference shares we may issue in the future.