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Smart Digital Technology Group Limited — Proxy Solicitation & Information Statement 2014
Jun 30, 2014
49731_rns_2014-06-30_417fadcd-58f4-498b-8d3a-0acfebd50166.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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DIGITAL DOMAIN HOLDINGS LIMITED
(Incorporated in Bermuda with limited liability) (Stock Code: 547)
NOTICE OF SPECIAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that a special general meeting of Digital Domain Holdings Limited (the “ Company ”) will be held at the Conference Room, Room 1818, 18th Floor, Sun Hung Kai Centre, 30 Harbour Road, Wanchai, Hong Kong on Wednesday, 23 July 2014 at 11:00 a.m. for the purpose of considering and, if thought fit, passing, with or without modifications, the following resolutions as ordinary resolutions of the Company:
ORDINARY RESOLUTIONS
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“ THAT the grant of options to Mr. Zhou Jian (“ Mr. Zhou ”) to subscribe up to 150,000,000 ordinary shares of HK$0.01 each in the share capital of the Company (“ Shares ”) at an exercise price of HK$0.098 per Share, details of which are set out in the shareholders’ circular issued by the Company on 2 July 2014 (the “ Circular ”), under the share option scheme of the Company adopted by the Company pursuant to an ordinary resolution passed by the Shareholders on 27 April 2012 as amended by an ordinary resolution passed by the Shareholders on 3 April 2014 (the “ Share Option Scheme ”) be and is hereby approved and the Directors be and are hereby authorised to do all such acts and things as may be necessary, desirable or expedient in order to give effect to the grant of the said share options to Mr. Zhou.”
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“ THAT the grant of options to Mr. Fan Lei (“ Mr. Fan ”) to subscribe up to 150,000,000 Shares at an exercise price of HK$0.098 per Share, details of which are set out in the Circular, under the Share Option Scheme be and is hereby approved and the Directors be and are hereby authorised to do all such acts and things as may be necessary, desirable or expedient in order to give effect to the grant of the said share options to Mr. Fan.”
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- “ THAT the grant of options to Mr. Seah Ang (“ Mr. Seah ”) to subscribe up to 100,000,000 Shares at an exercise price of HK$0.098 per Share, details of which are set out in the Circular, under the Share Option Scheme be and is hereby approved and the Directors be and are hereby authorised to do all such acts and things as may be necessary, desirable or expedient in order to give effect to the grant of the said share options to Mr. Seah.”
By Order of the Board DIGITAL DOMAIN HOLDINGS LIMITED Zhou Jian Chairman
Hong Kong, 2 July 2014
Notes:
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(1) Any member of the Company entitled to attend and vote at a meeting of the Company shall be entitled to appoint another person as his proxy to attend and vote instead of him. A member of the Company who is the holder of two or more shares may appoint more than one proxy to represent him and vote on his behalf at a general meeting. A proxy need not be a member of the Company.
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(2) 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 or under the hand of an officer, attorney or other person authorised to sign the same.
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(3) The form of proxy and the power of attorney or other authority, if any, under which it is signed, or a certified copy of such power or authority, shall be delivered to the Company’s branch share registrar in Hong Kong, Computershare Hong Kong Investor Services Limited at 17M Floor, Hopewell Centre, 183 Queen’s Road East, Wanchai, Hong Kong not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof. Delivery of the form of proxy shall not preclude a member of the Company from attending and voting in person at the meeting convened and in such event, the form of proxy shall be deemed to be revoked.
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(4) Where there are joint holders of any share any one of such joint holders may vote, either in person 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 any meeting the vote of the senior who tenders a vote, whether in person or by proxy, shall be accepted to the exclusion of the votes of the other joint holders, and for this purpose seniority shall be determined by the order in which the names stand in the register of members of the Company in respect of the joint holding.
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(5) A person entitled to more than one vote on a poll need not use all his votes or cast all the votes he uses in the same way.
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(6) The resolutions are to be voted by way of poll.
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(7) A form of proxy is enclosed.
As at the date of this announcement, Mr. Zhou Jian and Mr. Fan Lei are the executive directors of the Company and Ms. Lau Cheong, Mr. Duan Xiongfei and Mr. Wong Ka Kong Adam are the independent non-executive directors of the Company.
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