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Dadi International Group Limited Proxy Solicitation & Information Statement 2009

Aug 24, 2009

51285_rns_2009-08-24_54fa0b89-d5a7-46a7-a496-e689b4522a77.pdf

Proxy Solicitation & Information Statement

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(Incorporated in the Cayman Islands and continued in Bermuda with limited liability)

(Stock Code: 8130)

Form of proxy for use at the Special General Meeting to be held on Monday, 5 October 2009

I/We[1]

of being a member of Brilliant Arts Multi-Media Holding Limited (the “ Company ”) and the registered holder(s) of shares[2] of HK$0.01 each in the capital of the Company, HEREBY APPOINT THE CHAIRMAN OF THE MEETING, or[3] of

as my/our proxy to vote and act for me/us at the special general meeting (and at any adjournment thereof) of the Company (the “ Meeting ”) to be held at Unit 1611, 16/F., Shun Tak Centre, West Tower, 168-200 Connaught Road Central, Hong Kong on Monday, 5 October 2009 at 4:00 p.m. for the purpose of considering and, if thought fit, passing, with or without modification, the resolution set out in the notice convening the Meeting (the “ Notice ”) and at such Meeting (and at any adjournment thereof) to vote for me/us and in my/our name(s) in respect of the resolution as indicated below, or if no such indication is given, as my/our proxy thinks fit.

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----- Start of picture text ----- ORDINARY RESOLUTIONS FOR [4] AGAINST [4]1. To approve, confirm and ratify the conditional sale and purchaseagreement dated 29 June 2009 entered into between the Company aspurchaser and Growth Harvest Limited as vendor in relation to theacquisition of the entire issued share capital of Sunny ChanceLimited at a total consideration of HK$1,500 million and thetransactions contemplated therein including but not limited to, theissue of the Promissory Note, the issue of the Convertible Bond andthe allotment and issue of the Conversion Shares as set out inordinary resolution no. 1 in the Notice2. To approve Increase in Authorised Share Capital as set out inordinary resolution no. 2 in the NoticeDated this day of 2009 Signature [5] :----- End of picture text -----

Notes:

  1. Full name(s) and address(es) to be inserted in BLOCK CAPITALS . 2. Please insert the number of shares registered in your name(s) to which the proxy relates. If no number is inserted, this form of proxy will be deemed to relate to all the shares of the Company registered in your name(s).

  2. If any proxy other than the Chairman is preferred, strike out “Chairman of the meeting” and insert the name and address of the proxy desired in the space provided. ANY ALTERATION MADE TO THIS FORM OF PROXY MUST BE INITIALLED BY THE PERSON WHO SIGNS IT .

  3. IMPORTANT: IF YOU WISH TO VOTE FOR ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “FOR”. IF YOU WISH TO VOTE AGAINST ANY RESOLUTIONS, TICK THE APPROPRIATE BOXES MARKED “AGAINST” . Failure to complete any or all the boxes will entitle your proxy to cast his votes at his discretion. Your proxy will also be entitled to vote at his discretion on any resolution properly put to the Meeting other than those referred to the Notice convening the Meeting.

  4. This form of proxy must be signed by you or your attorney duly authorized in writing or, in the case of a corporation, must be either under its common seal or under the hand of an officer or attorney duly authorized.

  5. In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s), and for this purpose seniority will be determined by the order in which the names stand in the Register of Members of the Company.

  6. To be valid, this form of proxy, together with any power of attorney (if any) or other authority (if any) under which it is signed or a notarially certified copy thereof, must be deposited at the Company’s branch share registrar, Tricor Secretaries Limited at 26th Floor, Tesbury Centre, 28 Queen’s Road East, Wanchai, Hong Kong no later than 48 hours before the appointed time for the holding of the Meeting (or at any adjournment thereof).

  7. A proxy need not be a member of the Company but must attend the Meeting in person to represent you.

  8. Completion and delivery of this form of proxy will not preclude you from attending and voting at the Meeting if you so wish.