DREAM INTERNATIONAL LIMITED 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.
International
Limited
DREAM INTERNATIONAL LIMITED(Incorporated in Hong Kong with limited liability)
(Stock Code: 1126)
NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Annual General Meeting of Dream International Limited (the "Company") will be held at The Grand Room 1/F, Best Western Grand Hotel, 23 Austin Avenue, Tsimshatsui, Kowloon, Hong Kong on 30 April 2015 at 10:30 a.m. for the following purposes: ORDINARY BUSINESS
1. To receive and adopt the audited consolidated financial statements of the Company for the year ended
31 December 2014 and the reports of the directors and auditors thereon.
2. To declare a final dividend for the year ended 31 December 2014.
3. To re-elect the following persons as directors of the Company:
a. Mr. Kyoo Yoon Choi b. Mr. Hyun Ho Kim
c. Professor Byong Hun Ahn
4. To approve the directors' remuneration for the year ended 31 December 2014 and authorise directors to fix their remuneration for the year ending 31 December 2015.
5. To re-appoint KPMG as auditors of the Company and authorise the directors to fix their remuneration.
1
SPECIAL BUSINESS
6. To consider and, if thought fit, pass the following resolutions as Ordinary Resolutions: (1) "THAT:
(i) subject to paragraph (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to allot, issue or otherwise deal with any unissued shares of the Company and to make or grant offers, agreements, options and other rights or issue warrants which may require the exercise of such powers be and is hereby generally and unconditionally approved;
(ii) the approval in paragraph (i) above shall authorise the directors of the Company during the Relevant Period to make or grant offers, agreements and/or options which may require the exercise of the powers of the Company referred to in that paragraph at any time during or after the end of the Relevant Period;
(iii) the aggregate number of unissued shares of the Company which may be allotted, issued or otherwise dealt with by the directors of the Company during the Relevant Period pursuant to paragraph (i) above, otherwise than pursuant to a Rights Issue or the exercise of subscription rights attaching to any warrants issued by the Company, shall not exceed the aggregate of 10 per cent. of the aggregate number of shares of the Company in issue as at the date of passing this resolution;
(iv) for the purpose of this resolution:
(a) "Relevant Period" means the period from the passing of this resolution until whichever is the earlier of:
(1) the conclusion of the next annual general meeting of the Company;
(2) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or by law to be held; and
(3) the revocation or variation of the authority given under this resolution by an ordinary resolution of the shareholders of the Company in general meeting;
(b) "Rights Issue" means an offer of shares of the Company, or an offer of warrants, options or other securities giving rights to subscribe for shares of the Company, open for a period fixed by the directors of the Company, to holders of shares of the Company whose names appear on the Register of Members of the Company on a fixed record date in proportion to their holdings of shares (subject to such exclusions or other arrangements as the directors of the Company may deem necessary or expedient in relation to fractional entitlements or having regard to any restrictions or obligations under the laws of or the requirements of any recognised regulatory body or any stock exchange)."
2
(2) "THAT:
(i) subject to paragraphs (ii) and (iii) below, the exercise by the directors of the Company during the Relevant Period (as hereinafter defined) of all the powers of the Company to purchase Shares on The Stock Exchange of Hong Kong Limited be and is hereby generally and unconditionally approved;
(ii) the aggregate number of Shares which may be purchased pursuant to the approval in paragraph (i) above shall not exceed 10 per cent. of the aggregate number of the Shares of the Company in issue at the date of passing this Resolution, and the said approval shall be limited accordingly;
(iii) for the purpose of this Resolution:
(a) "Relevant Period" means the period from the passing of this Resolution until whichever is the earlier of:
(1) the conclusion of the next annual general meeting of the Company;
(2) the expiration of the period within which the next annual general meeting of the Company is required by the articles of association of the Company or by law to be held; and
(3) the revocation or variation of the authority given under this Resolution by an ordinary resolution of the shareholders in general meeting;
(b) "Shares" means shares of all classes in the capital of the Company and warrants and other securities issued by the Company which carry a right to subscribe or purchase shares of the Company."
(3) "THAT the general mandate granted to the directors of the Company to exercise the powers of the Company to allot, issue and otherwise deal with shares of the Company and to make or grant offers, agreements, options and/or warrants which might require the exercise of such powers pursuant to Resolution 6(1) above be and is hereby extended by the addition to the total number of shares which may be allotted or agreed conditionally or unconditionally to be allotted by the directors of the Company pursuant to such general mandate an amount representing the total number of shares of the Company purchased by the Company pursuant to the exercise by the directors of the Company in accordance with Resolution 6(2) above of the powers of the Company to purchase such shares, provided that such amount shall not exceed 10 per cent. of the aggregate number of the shares of the Company in issue at the date of passing this Resolution."
By order of the Board Dream International Limited Kyoo Yoon Choi
Chairman
Hong Kong, 27 March 2015
3
Notes:
(i) Resolution 6(3) will be proposed to members for approval provided that resolutions 6(1) and 6(2) are passed by the members.
(ii) A member entitled to attend and vote at the above meeting shall be entitled to appoint more than one person as his proxy, to attend and vote for him in accordance with the Articles of Association of the Company. A proxy need not be a member.
(iii) In the case of joint holders of a share 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 in respect of the joint holding.
(iv) To be valid, a form of proxy and the power of attorney or other authority (if any) under which it is signed (or a notarially certified copy thereof) must be deposited at Unit 501 & 6/F, China Minmetals Tower, 79 Chatham Road South, Tsimshatsui, Kowloon, Hong Kong not less than 48 hours before the time appointed for the holding of the above meeting or any adjournment thereof.
(v) The Register of Members will be closed from 28 April 2015 to 30 April 2015, both dates inclusive, during which period no share transfers can be registered. In order to qualify for attending and voting at the above meeting, all transfers accompanied by the relevant share certificates must be lodged with the Company's share Registrar, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on 27 April 2015.
(vi) The Register of Members will be closed for one day on 7 May 2015, during that day no transfer of shares will be effected. In order to qualify for the proposed final dividend (subject to shareholders' approval at the Annual General Meeting), all transfers accompanied by the relevant share certificates must be lodged with the Company's Registrar, Tricor Abacus Limited at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong not later than 4:30 p.m. on 6 May 2015.
At the date of this announcement, the directors of the Company are:
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 Chuan Yung Wang Mr. Tae Woong Kang
Mr. Hyun Ho Kim
4
|
distributed by
|
