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Dadi International Group Limited Proxy Solicitation & Information Statement 2007

Oct 15, 2007

51285_rns_2007-10-15_6db9c96e-5e0c-4265-aaac-42d5137caea6.pdf

Proxy Solicitation & Information Statement

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(Incorporated in the Cayman Islands with limited liability) (Stock Code: 8130)

NOTICE OF EGM

NOTICE IS HEREBY GIVEN that an extraordinary general meeting (the “ EGM ”) of the shareholders of Brilliant Arts Multi-Media Holding Limited (the “ Company ”) will be held at 4:30 p.m. on Wednesday, 31 October 2007 at 14th Floor, Printing House, 6 Duddell Street, Central, Hong Kong for the purpose of considering and, if thought fit, passing with or without amendments, the following resolution of the Company:

ORDINARY RESOLUTION

THAT

  • (a) the conditional sale and purchase agreement (the “ Agreement ”) (a copy of which has been produced to the EGM marked “A” and signed by the chairman of the EGM for the purpose of identification) dated 28 August 2007 and entered into between the Company, as purchaser, Billion ERA Group Limited (the “ Vendor ”) as vendor and Mr. Leong Chi Meng as guarantor in relation to the sale and purchase of one ordinary share of US$1.00 in the issued share capital of Classic Grace Enterprises Limited (the “ Target ”) and the shareholder’s loan owing by the Target to the Vendor at a total consideration of HK$24,000,000 and the transactions contemplated thereunder, be and are hereby approved, confirmed and ratified;

  • (b) any one or more of the directors (the “ Directors ”) of the Company be and is/are hereby authorised to do all such acts and things and execute all such documents which he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the Agreement and the transactions contemplated thereunder;

  • (c) the issue of the convertible bond (the “ Convertible Bond ”) in the principal amount of HK$24,000,000 to be issued by the Company in accordance with the terms and conditions of the Agreement and the transactions contemplated therein be and are hereby approved; and

  • (d) any one or more Directors be and is/are hereby authorised to do all such acts and things and execute all such documents which he/she/they consider necessary, desirable or expedient for the purpose of, or in connection with, the implementation of and giving effect to the issue of the Convertible Bond

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including but not limited to the allotment and issue of ordinary shares of HK$0.10 each in share capital of the Company of which may fall to be issued upon the exercise of the conversion rights attached to the Convertible Bond.”

By order of the Board Brilliant Arts Multi-Media Holding Limited Lei Hong Wai Executive Director

Hong Kong, 15 October 2007

Registered office: Head office and principal place of Cricket Square business in Hong Kong: Hutchins Drive Unit A-C, 11/F P.O. Box 2681 Lockhart Centre Grand Cayman KY1-1111 301-307 Lockhart Road Cayman Islands Wanchai, Hong Kong

Notes:

  1. A member entitled to attend and vote at the EGM is entitled to appoint one or more than one proxy to attend and, subject to the provisions of the articles of association of the Company, to vote on his behalf. A proxy need not be a member of the Company but must be present in person at the EGM to represent the member. If more than one proxy is so appointed, the appointment shall specify the number and class of shares in respect of which each such proxy is so appointed.

  2. Whether or not you intend to attend the EGM in person, you are encouraged to complete and return the enclosed form of proxy in accordance with the instructions printed thereon. Completion and return of a form of proxy will not preclude a member from attending in person and voting at the EGM or any adjournment thereof, should he so wish.

  3. In order to be valid, the form of proxy, together with a power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority must be deposited at Hong Kong branch share registrar and transfer office of the Company, 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 the EGM or any adjournment thereof.

  4. In the case of joint holders of shares, any one of such holders may vote at the EGM, either personally or by proxy, in respect of such share as if he was solely entitled thereto, but if more than one of such joint holder are present at the EGM personally or by proxy, that one of the said persons so present whose name stands first on the register of members of the Company in respect of such shares shall alone be entitled to vote in respect thereof.

As at the date of this announcement, 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.

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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 the Company. 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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