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Dadi International Group Limited — Proxy Solicitation & Information Statement 2007
Dec 31, 2007
51285_rns_2007-12-31_e85b940c-037f-497c-a40c-ad15fa2547e7.pdf
Proxy Solicitation & Information Statement
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(Incorporated in the Cayman Islands with limited liability)
(Stock Code : 8130)
NOTICE OF EXTRAORDINARY GENERAL MEETING
NOTICE IS HEREBY GIVEN that an extraordinary general meeting of Brilliant Arts Multi-Media Holdings Limited (the “ Company ”) will be held at 4:30 p.m. on Thursday, 17 January 2008 at Unit 1611, 16/F., Shun Tak Centre, West Tower, 168-200 Connaught Road Central, Hong Kong for the purposes of considering and, if thought fit, passing, with or without modification, the following resolutions as ordinary resolutions of the Company:
ORDINARY RESOLUTIONS
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“ THAT the sale and purchase agreement dated 23rd October, 2007 (the “Agreement”) entered into between Brilliant Arts Multi-Media Holding Limited, Eagle Mate Limited and Mr. Cheung Kwok Wai relating to the acquisition of the entire issued share capital in Grandeur Concord Limited and the related Shareholder’s loan (the “Acquisition”) for a total consideration of HK$18,000,000, a copy of which is tabled at the meeting and marked “A” and initially by the Chairman of the meeting for identification purposes, be and is hereby approved, ratified and confirmed in all respects and that all transactions contemplated under the Acquisition be and are hereby approved and that any one director of the Company be and is hereby authorised to do or execute all such acts or such other documents which the director may deem to be necessary, desirable or expedient to carry into effect or to give effect to the Acquisition.”
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“ THAT subject to and conditional upon the GEM Listing Committee of The Stock Exchange of Hong Kong Limited granting the listing of and permission to deal in the ordinary shares of HK$0.10 each (the “Shares”) in the share capital of the Company (representing a maximum of 10 per cent of the ordinary shares of the Company in issue as at the date of passing this resolution) which may be issued pursuant to the exercise of options granted under the Company’s share option scheme adopted on 2nd August, 2002 (the “Scheme”), the refreshing of the scheme limited on grant of options under the Scheme and any other share option scheme(s) of the Company up to 10 per cent of the ordinary shares of the Company in issue as at the date of passing this resolution (the “Refreshed Scheme Mandate Limit”) be and is hereby approved and any director of the Company be and is hereby authorised to do such act and execute such document of effect the Refreshed Scheme Mandate Limit.”
By Order of the Board Brilliant Arts Multi-Media Holdings Limited Lei Hong Wai Chairman
Hong Kong, 31 December 2007
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Notes:
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A form of proxy for use at the meeting is dispatched to the shareholders of the Company.
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The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under its seal of under the hand of any officer, attorney or other person authorised to sign the name.
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Any shareholder of the Company entitled to attend and vote at the meeting convened by the above notice shall be entitled to appoint one or more proxies to attend and vote instead of him. A proxy need not be a shareholder of the Company.
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In order to be valid, the from of proxy, together with the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power of attorney or authority, must be deposited at the Company’s branch share registrar in Hong Kong, Tricor Secretaries Limited, at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong not less than 48 hours before the time appointed for holding of the above meeting or any adjournment thereof.
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Completion and return of the form of proxy will not preclude a shareholder of the Company from attending and voting in person at the meeting convened or at any adjourned meeting and in such event, the form of proxy will be deemed to be revoked.
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Where there are joint holders of any share of the Company, any one of such joint holders may vote, either in person or by proxy, in respect of such share as if he/she were solely entitled thereto, but if more than one of such joint holders are present at the meeting, the most senior shall alone be entitled to vote, whether in person or by proxy. For this purpose, seniority shall be determined by the order in which the names stand on the registrar of members of the Company in respect of the joint holding.
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As at the date of this notice, the Board comprises two executive Directors namely, Lei Hong Wai and Yip Tai Him and three independent non-executive Directors namely, Lai Hok Lim, Leung Wai Man and Man Kong Yui.
This announcement, for which the Directors collectively and individually accept full responsibility, includes particulars given in compliance with the GEM Listing Rules for the purpose of giving information with regard to Brilliant Arts Multi-Media Holding Limited. The Directors having made all reasonable enquiries, confirm that, to the best of their knowledge and belief: (1) the information contained in this announcement is accurate and complete in all material respects and not misleading; (2) there are no other matters the omission of which would make any statement in this announcement misleading; and (3) all opinions expressed in this announcement have been arrived at after due and careful consideration and are founded on bases and assumptions that are fair and reasonable.
This announcement will remain on the GEM website at http://www.hkgem.com on the “Latest Company Announcements” page for at least 7 days from the date of its publication.
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