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Dream International Limited Proxy Solicitation & Information Statement 2010

Jun 22, 2010

49709_rns_2010-06-21_ae810ddf-1ec3-4dcb-9554-2d42f21edb8a.pdf

Proxy Solicitation & Information Statement

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Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this announcement, make no representation as to its accuracy or completeness and expressly disclaim any liability whatsoever for any loss howsoever arising from or in reliance upon the whole or any part of the contents of this announcement.

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International
Limited
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DREAM INTERNATIONAL LIMITED 德林國際有限公司

(Incorporated in Hong Kong with limited liability) (Stock Code: 1126)

NOTICE OF EXTRAORDINARY GENERAL MEETING

NOTICE IS HEREBY GIVEN that the extraordinary general meeting (the “ EGM ”) of Dream International Limited (the “ Company ”) will be held at at Imperial Room IV, Tower Wing, Mezzanine Floor, The Royal Pacific Hotel and Towers Hong Kong, 33 Canton Road, China Hong Kong City, Tsimshatsui, Kowloon, Hong Kong on 23 July 2010 at 11.00 a.m. for the purpose of considering and, if thought fit, passing with or without modification the following resolutions as ordinary resolutions of the Company:

ORDINARY RESOLUTIONS

  • (1) “ THAT the sale of raw materials by the Group to C & H Vina Co. Ltd for the financial year ended 31 December 2009 as set out in the section headed “SALE OF RAW MATERIALS BY THE GROUP TO C & H VINA FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009” in the Letter from the Board contained in the circular to the shareholders of the Company dated 22 June 2010 (the “ Circular ”) of which this notice of meeting forms part be and is hereby confirmed, ratified and approved.”

  • (2) “ THAT the Supply Agreement, entered into between the Company and C & H Co. Ltd., which the Company agreed that any member of the Group shall sell and C & H Co. Ltd., agreed that any member of the C & H Group shall purchase such quantities of plush stuffed toy, steel and plastic toy and other toy products as may be ordered by any member of the C & H Group at such price as the parties may agree from time to time, subject to the terms of the Supply Agreement, a copy of which has been produced to this meeting marked “A” and signed by the Chairman of the meeting for the purpose of identification, the Company’s entry into or carrying out of the related transactions as contemplated under the Supply Agreement, and the implementation, exercise or enforcement of any of the rights, and performance of any of the obligations under the Supply Agreement, and/or the related transactions as contemplated thereunder be and are hereby approved.”

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  • (3) “ THAT the Commission Agreement, entered into between the Company and C & H Co., which the Company shall by itself or through any of its subsidiaries, on behalf of the C & H Group, receive and process payment of products sold by C & H Group to such customers of the Company as the Company may agree, subject to the terms of the Commission Agreement, a copy of which has been produced to this meeting marked “B” and signed by the Chairman of the meeting for the purpose of identification, the Company’s entry into or carrying out of the related transactions as contemplated under the Commission Agreement, and the implementation, exercise or enforcement of any of the rights, and performance of any of the obligations under the Commission Agreement, and/or the related transactions as contemplated thereunder be and are hereby approved.”

  • (4) “ THAT any two executive directors of the Company be and are hereby authorised to execute all such documents and deeds (and if necessary apply the common seal of the Company thereto) and do and authorise all such acts, matters and things as they may in their discretion consider necessary or desirable on behalf of the Company for the purpose of implementing, and otherwise in connection with, the above resolutions and the transactions contemplated thereunder.”

By Order of the Board Dream International Limited Young M. Lee Executive Director

Hong Kong, 22 June 2010

Principal Place of Business in Hong Kong: 8th Floor, Tower 5, China HK City 33 Canton Road, Tsimshatsui Kowloon, Hong Kong

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Notes:

  • (1) A member entitled to attend and vote at the meeting convened by the above notice is entitled to appoint another person (who must be an individual) as his proxy to attend and vote instead of himself. A proxy need not be a member of the Company.

  • (2) Where there are joint registered holders of any share, any one of such persons may vote at any meeting, either personally or by proxy, in respect of such share as if he were solely entitled thereto. But if more than one of such joint holders be present at the meeting personally or by proxy, that one of the said persons so present being the most or, as the case may be, the more senior shall alone be entitled to vote in respect of the relevant joint holding. Seniority shall be determined by reference to the order in which the names of the joint holders stand on the register of members of the Company in respect of the relevant joint holding.

  • (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 notarially certified copy of such power or authority, must be deposited at the Company’s principal place of business in 8th Floor, Tower 5, China HK City, 33 Canton Road, Tsimshatsui, Kowloon,Hong Kong not less than 48 hours before the time fixed for holding the meeting or adjourned meeting.

  • (4) Delivery of the form of proxy will not preclude a member from attending and voting in person at the meeting convened and in such event, the form of proxy shall be deemed to be revoked.

The Directors of the Company as at the date of this announcement are as follows:

Executive directors: Independent non-executive directors: Mr. Kyoo Yoon Choi (Chairman) Professor Cheong Heon Yi Mr. Young M. Lee Professor Byong Hun Ahn Mr. James Wang Mr. Oliver, Shing Kay Wong Mr. Hyun Ho Kim

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