THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt as to the contents of this
document or the action you should take, you are recommended to seek your own personal financial advice from your own
stockbroker, solicitor, accountant or other independent financial advisor authorised under the Financial Services and Markets
Act 2000, as amended if you are resident in the United Kingdom or, if not, from any other appropriately authorised independent
financial adviser.
If you sell, have sold or otherwise transferred all of your shares in RedHot Media International Limited (the “Company”), please forward this
document and the accompanying documents to the purchaser or transferee or to the stockbroker, bank or other agent through whom the sale
or transfer was made for onward transmission to the purchaser or transferee. If you sell, have sold or otherwise transferred part only of your
holding of shares in RedHot Media International Limited, please retain this document and the accompanying documents and consult the
purchaser or transferee or the stockbroker, bank or other agent through whom the sale of transfer was effected.
The Directors of the Company, whose names appear on page 2 of this document, and the Company, accept responsibility, individually and
collectively, for the information contained in this document. To the best of the knowledge and belief of the Directors (who have taken all
reasonable care to ensure that such is the case), the information contained in this document is in accordance with the facts and does not omit
anything likely to affect the import of such information.
REDHOT MEDIA INTERNATIONAL LIMITED
(Incorporated in Cayman Islands with limited liability and with registered number CT-189079)
Notice of Annual General Meeting
This document should be read in conjunction with the accompanying form of proxy.
Notice of an Annual General Meeting of the Company, to be held at the Company’s offices at Block E-01-3 Plaza Kelana Jaya, Jalan SS 7/13,
47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia at 3.00pm Malaysia time on 18 July 2012 is set out at the end of this document. If you
are unable to attend and vote at the Annual General Meeting, a Form of Proxy for use at the meeting is enclosed. To be valid, the instrument
and the power of attorney or other authority (if any) under which it is signed, or a notary certified copy of such power or authority, must be
received by Redhot Media International Limited, Corporate Development Department (Proxy Department), Block E-01-3 Plaza Kelana Jaya,
Jalan SS 7/13, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia not later than 3.00pm Malaysia time on 16 July 2012. Please refer to the
detailed notes contained in the Notice of Annual General Meeting and the form of proxy.
The distribution of this document and the accompanying documents in jurisdictions other than the United Kingdom may be restricted by law
and therefore persons into whose possession this document comes should inform themselves about and observe any such restrictions. Any
failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction.
Copies of this document will be available free of charge during normal business hours on any weekday (Saturdays, Sundays and public holidays
excepted) at the head office of the Company, Block E-01-3, Plaza Kelana Jaya, Jalan SS7/13, 47301 Petaling Jaya, Malaysia from the date of
this document until (and including) the date of the Annual General Meeting. The document will also be available for download, free of charge,
on the Company’s website at www.redhot.asia.
REDHOT MEDIA INTERNATIONAL LIMITED
(Incorporated in Cayman Islands with limited liability and with registered number CT-189079)
Directors:
Datuk Oh Chong Peng (Non-Executive Chairman)
Cheong Chia Chieh (Group Managing Director)
Lee Koh Yung (Executive Director)
Liew Peng Chuen (Non-Executive Director)
Nathaniel Grant David Sherick (Non-Executive Director)
Registered Office:
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY-1111
Cayman Islands
25 June 2012
Dear Shareholder,
1. Introduction
This document is being sent to you in connection with an annual general meeting of the Company
convened to be held at the head office of the Company, Block E-01-3 Plaza Kelana Jaya, Jalan SS
7/13, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia on 18 July 2012 at 3.00 pm (Malaysia
time) / 8.00 am (UK time) (“Annual General Meeting”), notice of which is set out on page 6 of
this document (“Notice of AGM”).
Details of special business to be considered are explained as follows and unless the context
otherwise requires, capitalised terms used in this document has the same meaning when used in
the Notice of AGM and the form of proxy.
2. General Mandate to Issue Ordinary Shares - Resolution 6
An ordinary resolution will be proposed at the Annual General Meeting to grant to the Directors of
the Company (the “Board”) a general mandate with authority to exercise the power of the
Company to offer, allot and issue, grant options over or otherwise dispose of the unissued shares
of par value US$0.10 each (“Ordinary Shares”) in the capital of the Company conditionally or
unconditionally of up to 25% of the aggregate nominal value of the entire issued share capital of
the Company or up to a maximum of 9,319,635 Ordinary Shares representing 25% of the
aggregate nominal value of the entire issued share capital of the Company as at the date of the
passing of this resolution in accordance with its articles of association (“Articles”).
The authority shall be exercisable by the Board during the period from the passing of the ordinary
resolutions of the shareholders as set out in Resolution 6 in the Notice of AGM until whichever is
the earliest of:
(i)
the conclusion of the next annual general meeting of the Company; and
(ii)
the date on which the authority as set out in Resolution 6 in the Notice of AGM is
revoked, or varied by the Company in general meeting.
(the “Relevant Period”)
The Board believes that this will give the Company optimum financial flexibility to take advantage
of opportunities that may arise, in particular potential acquisition opportunities, without the need
for the Company to seek shareholder approval to increase the number of shares that it is able to
issue.
Accordingly, notice is being given of an Annual General Meeting to be held on 18 July 2012 and at
which, amongst others, Resolution 6 will be proposed as an ordinary resolution to authorise the
Board to allot up to a maximum of 9,319,635 Ordinary Shares representing 25% of the aggregate
nominal value of the entire issued share capital of the Company for cash or otherwise during the
Relevant Period upon such terms and conditions and for such purposes as the Directors may, in
their absolute discretion, deem fit.
2
3. Proposed Issue of Bonus Shares I - Resolution 7
Basis of Bonus Issue
The Board is proposing a scrip dividend by way of a bonus issue of one (1) new Ordinary Share,
credited as fully paid at par ("Bonus Shares I") for every ten (10) Ordinary Shares held by each
shareholder registered on the register of members of the Company at 5.00 p.m. UK time on 18
July 2012 (the "Record Date I") (the "Bonus Issue I").
The effect of the Bonus Issue I will be to increase the number of Ordinary Shares in issue and the
holding of each shareholder will be increased on a pro rata basis with an expected corresponding
adjustment to the market price of each Ordinary Share.
As at 22 June 2012 (being the latest practicable business day prior to publication of this
document), there were 37,278,542 Ordinary Shares in issue. On the basis that no further new
Ordinary Shares are issued on or before 18 July 2012, being the date of the Annual General
Meeting and the Record Date I, a maximum of 3,727,854 Bonus Shares I of US$0.10 each will be
issued under the Bonus Issue I and an amount of approximately US$372,785.40 from the
Company’s share premium account will be capitalised to be applied in paying up in full at par the
Bonus Shares I.
The Board are of the view and have determined that immediately following the date on which the
distribution or dividend in the form of Bonus Issue I is proposed to be paid utilising the share
premium account of the Company, the Company shall be able to pay its debts as they fall due in
the ordinary course of business.
Application will be made to the London Stock Exchange for the Bonus Shares I to be admitted to
trading on AIM (“Admission”). Subject to the passing of Resolution 7 it is expected that
Admission will take place and dealings in the Bonus Shares I will commence on 19 July 2012.
Immediately following Admission there will be a maximum of 41,006,396 Ordinary Shares in issue
(assuming no further new Ordinary Shares are issued on or before 18 July 2012).
The Bonus Issue I is conditional, amongst other things, upon:
(i)
the passing of an ordinary resolution by the shareholders at the Annual General
Meeting approving the Bonus Issue I; and
(ii)
Admission.
Reasons for the Bonus Issue I
The Board is intent on rewarding its shareholders for their support and confidence in the Company
since its flotation in September 2008. The Directors also believe that the proposed bonus issue
will benefit shareholders by enhancing the liquidity of the shares in the market and thereby
potentially enlarging the shareholder and capital base.
Terms of the Bonus Issue I
The Bonus Shares I, which will be capable of being held in either certificated or uncertificated (in
CREST as a depository interest representing the shares) form as appropriate, will be issued to the
shareholders of the Company on the Record Date I and are not being marketed. The Bonus
Shares I will have the benefit of all rights, privileges and restrictions in the Articles. The Bonus
Shares I, upon issue and credited as fully paid at par will rank pari passu in all respects with the
existing Ordinary Shares, including the entitlement of receiving dividends and other distributions
save that they will not rank for any dividend declared prior to the Record Date I.
Where Ordinary Shares are held in certificated form on the Record Date I, shareholders will
receive share certificates, which will be posted at the risk of shareholders by 26 July 2012, in
respect of their entitlements to Bonus Shares I. Where Ordinary Shares are held in uncertificated
form on the Record Date I, the appropriate CREST accounts will be credited with the relevant
3
number of depository interests representing the Bonus Shares I, save that the Company reserves
the right to issue the Bonus Shares I in certificated form in exceptional circumstances, such as in
the event of any failure or breakdown of CREST. No temporary or renounceable documents of title
will be issued.
Treatment of Fractions
The Company will not allot any fractions of the Bonus Shares I, and the total aggregate of
fractions shall be eliminated and not be issued or allotted. The total number of Bonus Shares I to
be issued shall be announced by the Company on the day of the issue.
4. Proposed Issue of Bonus Shares II - Resolution 8
Basis of Bonus Issue
In addition to Bonus Issue I, the Board is proposing, a follow on bonus issue of shares on the
basis of one (1) Ordinary Share, credited as fully paid at par (the "Bonus Shares II") for every
five (5) Ordinary Shares held by each shareholder registered on the register of members of the
Company at the time of the issuance of the Bonus Shares II (the “Record Date II”) on terms
that the timing of the issue of the Bonus Shares II at a later date is to be determined by the
Board as the Board shall in its absolute discretion deem fit (the "Bonus Issue II").
The effect of the Bonus Issue II will be a further increase the number of Ordinary Shares in issue
after the Bonus Share I issue and the holding of each shareholder will be increased on a pro rata
basis with an expected corresponding adjustment to the market price of each share.
On the basis that shareholder approval is obtained for the Bonus Issue I and based on the number
of shares in issue as of the latest practicable date of 22 June 2012, there will be a maximum
number of 41,006,396 Ordinary Shares in issue on Admission which is expected to take place on
19 July 2012. On the basis that no further Ordinary Shares are issued on or before the Record
Date II, a maximum of 8,201,279 Bonus Shares II of US$0.10 each would be issued under the
Bonus Issue II and an amount of up to approximately US$820,127.90 from the Company’s share
premium would be capitalised to be applied in paying up in full at par such Bonus Shares II.
The Bonus Issue II is conditional, amongst other things, upon:
(i)
the timing of the issue of the Bonus Shares II at a later date to be determined by the
Board as the Board shall in its absolute discretion deem fit;
(ii)
the passing of an ordinary resolution by the shareholders at the Annual General
Meeting approving the Bonus Issue II; and
(iii)
Admission to trading on AIM of the Bonus Shares II at a date to be determined.
The Directors are of the view and have determined that immediately following the date on which
the distribution or dividend in the form of Bonus Issue II is proposed to be paid utilising the share
premium account of the Company, the Company shall be able to pay its debts as they fall due in
the ordinary course of business.
Reasons for the Bonus Issue II
The Board is intent on rewarding its shareholders for their support and confidence in the Company
since its flotation in September 2008. The Directors also believe that the proposed bonus issue
will benefit shareholders by enhancing the liquidity of the shares in the market and thereby
potentially enlarging the shareholder and capital base.
4
Terms of the Bonus Issue II
The Bonus Shares II, which will be capable of being held in either certificated or uncertificated (in
CREST through a depository interest) form as appropriate, will be issued to the shareholders of
the Company on the Record Date II and are not being marketed. The Bonus Shares II will have
the benefit of all rights, privileges and restrictions in the Articles. The Bonus Shares II upon issue
and credited as fully paid at par will rank pari passu in all respects with the existing Ordinary
Shares, including the entitlement of receiving dividends and other distributions save that they will
not rank for any dividend declared prior to the Record Date II.
Where Ordinary Shares are held in certificated form on the Record Date II, shareholders will
receive share certificates, which will be posted at the risk of shareholders, in respect of their
entitlements to Bonus Shares II. Where Ordinary Shares are held in uncertificated form on the
Record Date II, the appropriate CREST accounts will be credited with the relevant number of
depository interests representing Bonus Shares II, save that the Company reserves the right to
issue the Bonus Shares II in certificated form in exceptional circumstances, such as in the event of
any failure or breakdown of CREST. No temporary or renounceable documents of title will be
issued.
Treatment of Fractions
The Company will not allot any fractions of the Bonus Shares II, and the total aggregate of
fractions shall be eliminated and not be issued or allotted. The total number of Bonus Shares II to
be issued issued shall be announced by the Company on the day of the issue.
5. Proposed Change of Name - Resolution 9
The Board proposes that the name of the Company to be changed from “RedHot Media
International Limited” to “Resource Holding Management Limited”. The Board believes that the
Company name should be changed to reflect its business and operations as an investment holding
company as it will be following the completion of the acquisition of PUC Founder (MSC) Berhad,
further details of which were announced by the Company on 16 November 2010. Subject to the
resolution being passed and the new name being registered in the Register of Companies by the
Registrar of Companies in the Cayman Islands, the Company will issue an announcement to
update shareholders once the change of name takes effect.
6. Action to be taken
A form of proxy is enclosed for your use at the Annual General Meeting. Whether or not you
intend to be present at the Annual General Meeting, you are requested to complete, sign and
return the form of proxy to the Company as soon as possible, but in any event so as to arrive not
later than 3.00 pm (Malaysia time) / 8.00 am (UK time) on 16 July 2012 in accordance with the
notes to the form of proxy. The completion and return of a form of proxy will not preclude you
from attending the Annual General Meeting and voting in person should you subsequently wish to
do so. Your attention is also drawn to the detailed notes to the Notice of Annual General Meeting
and form of proxy contained thereon.
7. Recommendation
The Board considers that the proposed resolutions are in the best interests of the Company and
its shareholders as a whole and unanimously recommend that shareholders vote in favour of the
Resolution.
Yours faithfully
Datuk Oh Chong Peng
Non-Executive Chairman
5
REDHOT MEDIA INTERNATIONAL LIMITED
Notice of Annual General Meeting
Notice is hereby given that the Fifth Annual General Meeting of REDHOT MEDIA INTERNATIONAL LIMITED
(the “Company”) will be held at the Company’s offices at Block E-01-2 Plaza Kelana Jaya, Jalan SS 7/13,
47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia on 18 July 2012 at 3.00 pm (Malaysia time) / 8.00
am (UK time) for the purpose of considering, and if thought fit, adopting the following resolutions, at the
meeting, or at any adjournment thereof:
Ordinary Business
1.
THAT the Company’s audited accounts and reports of the Directors and Auditors
thereof for the year ended 31 December 2011 be approved and adopted.
Resolution 1
2.
THAT Mr. Cheong Chia Chieh be re-elected as a director.
Resolution 2
3.
THAT Mr. Nathaniel Grant David Sherick be re-elected as a director.
Resolution 3
4.
THAT Messrs UHY Hacker Young LLP of Quadrant House, 17 Thomas More Street,
Thomas More Square, London E1W 1YW be reappointed as Auditors of the
Company and to hold office until the conclusion of the next annual general
meeting.
Resolution 4
5.
THAT the Directors be authorised to fix the remuneration of the Auditors.
Resolution 5
Special Businesses
As special business, to consider and, if thought fit, pass with or without
modification, the following resolutions (the “Resolutions”) as ordinary resolutions:
6.
General Mandate To Issue Ordinary Shares
Resolution 6
(i) THAT the exercise by the Board during the Relevant Period of all the powers to
allot, issue and deal with additional Ordinary Shares in the Company and to make
or grant offers, agreements and options (including warrants, bonds debentures,
notes and other securities which carry rights to subscribe for or are convertible into
Ordinary Shares) which would or might require Ordinary Shares to be allotted and
issued during or after the Relevant Period be and is hereby generally and
unconditionally approved;
(ii) THAT the powers granted in paragraph (i) of this Resolution, shall authorise the
Board during the Relevant Period to make grant offers, agreements and options
(including warrants, bonds debentures, notes and other securities which carry
rights to subscribe for or are convertible into Ordinary Shares) which would or
might require Ordinary Shares to be allotted and issued after the end of the
Relevant Period.
(iv)
THAT the aggregate number of additional Ordinary Shares issued
pursuant to this Resolution does not exceed twenty five per centum
(25%) of the aggregate nominal value of the issued and paid-up share
capital of the Company in issue at the date of the passing of this
Resolution representing up to a maximum of 9,319,635 Ordinary Shares
in the Company and that the said approval be limited accordingly .
6
7.
Proposed Bonus Issue I
Resolution 7
THAT subject to and conditional upon the London Stock Exchange granting and
agreeing to grant the listing of, and permission to deal in a maximum number of
3,727,854 Bonus Shares I of US$0.10 par value each and compliance with the
requirements (if any) of the Articles of the Company and any applicable laws:
(a) upon the recommendation of the Board, the sum of US$372,785.40 standing
to the credit of the share premium account of the Company as at 31 December
2011, to give effect to the issue of the Bonus Shares I pursuant to this Resolution
be capitalised and the Board be and are hereby authorised and directed to apply
such sum in paying up in full at par a maximum number of 3,727,854 Bonus
Shares I of US$0.10 par value each, and such Bonus Shares I shall be issued,
allotted and distributed, credited as fully paid-up shares to and amongst all
shareholders of the Company whose names appear on the Record Date I (except
for shareholders whose addresses as shown on the register of members of the
Company on Record Date I to be outside the United Kingdom, to whom the Board
after making enquiries, considers to be necessary or expedient on account either
of legal restrictions under the laws of the relevant place or the requirements of the
relevant body or stock exchange in that place not to extend the Bonus Issue I), on
the basis of one (1) Bonus Share I for every ten (10) existing ordinary shares held.
(b) the Bonus Shares I to be issued and allotted pursuant to this Resolution shall
be subject to the memorandum and articles of the Company and shall rank pari
passu in all respects with the existing Ordinary Shares of the Company in issue as
at the date of allotment and issue of the Bonus Shares I, including all future
dividends and distributions which are declared, made or paid after the date on
which the Bonus Shares I are allotted and issued, except that they will not rank for
the bonus issue of shares mentioned in this Resolution or dividends declared by
the Company before the date of allotment and issue of the Bonus Shares I
(c) no fractional Bonus Shares I shall be allotted to members of the Company and
fractional entitlements (if any) shall be ignored and eliminated.
(d) the Board be and are hereby authorised and directed to give full effect to the
Bonus Issue I with full powers to amend any conditions, modifications, variations
and/or amendments in any manner as may be required by the London Stock
Exchange and other relevant authorities and to do such acts as they may consider
necessary or expedient to give full effect to the Bonus Issue I.
8.
Proposed Bonus Issue II
Resolution 8
THAT subject to and conditional upon (i) the determination by the Board as to the
timing for the issue of the Bonus Shares II at a later date in its absolute discretion ;
(ii) the London Stock Exchange granting the listing of, and permission to deal in a
maximum number of 8,201,279 Bonus Shares II of US$0.10 par value each; and
(iii) compliance with the requirements (if any) of the Articles of the Company and
any applicable laws:
(a) upon the recommendation of the Board, the sum of US$820,127.90
standing to the credit of the share premium account of the Company as at
31 December 2011, to give effect to the issue of the Bonus Shares II
pursuant to this Resolution be capitalised and the Board be and are
hereby authorised and directed to apply such sum in paying up in full at
par a maximum number of 8,201,279 Bonus Shares II of US$0.10 par
value each, and such Bonus Shares II shall be issued, allotted and
distributed, credited as fully paid-up shares to and amongst all
shareholders of the Company whose names appear on Record Date II
(except for shareholders whose addresses as shown on the register of
members of the Company on Record Date II to be outside the United
7
Kingdom, to whom the Board after making enquiries, considers to be
necessary or expedient on account either of legal restrictions under the
laws of the relevant place or the requirements of the relevant body or
stock exchange in that place not to extend the Bonus Issue II), on the
basis of one (1) Bonus Share II for every five (5) existing shares held.
(b) the Bonus Shares II to be issued and allotted pursuant to this Resolution
shall be subject to the memorandum and articles of the Company and
shall rank pari passu in all respects with the then existing Ordinary Shares
of the Company in issue as at the date of allotment and issue of the Bonus
Shares II, including all future dividends and distributions which are
declared, made or paid after the date on which the Bonus Shares II are
allotted and issued, except that they will not rank for the bonus issue of
shares mentioned in this Resolution or dividends declared by the
Company before the date of allotment and issue of the Bonus Shares II
(c) no fractional Bonus Shares II shall be allotted to members of the Company
and fractional entitlements (if any) shall be ignored and eliminated.
(d) the Board be and are hereby authorised and directed to give full effect to
the Bonus Issue II with full powers to amend any conditions, modifications,
variations and/or amendments in any manner as may be required by the
London Stock Exchange and other relevant authorities and to do such acts
as they may consider necessary or expedient to give full effect to the
Bonus Issue II.
9.
Resolution 9
Change of Name
As special business, to consider and, if thought fit, pass with or without
modification, the following resolutions as special resolutions:
THAT the name of the Company be changed from “RedHot Media International Ltd”
to “Resource Holding Management Limited” (the “Name Change”).
THAT subject to the new name being entered in the Register of Companies by the
Registrar of Companies in the Cayman Islands, the memorandum of association
and articles of association of the Company be amended by replacing all references
to “RedHot Media International Ltd” with “Resource Holding Management Limited”
to reflect the Name Change and the amended and restated memorandum of
association and articles of association of the Company in the form attached hereto
be approved and adopted in substitution for and to the exclusion of the existing
memorandum of association and articles of association of the Company
AND THAT the Directors of the Company be and are hereby authorised and directed
to carry out the necessary formalities in effecting the change of name as may be
required under Cayman Islands law or by the London Stock Exchange or other
relevant authorities.
By Order of the Board
HUACORP MANAGEMENT SERVICES SDN BHD
Company Secretary
Dated: 25 June 2012
8
Note:
1. Any Member 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 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 of the Company. A Proxy need not be a Member.
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. In the case of
instrument of proxy purporting to be signed on behalf of a corporation by an officer thereof it shall be
assumed, unless the contrary appears, that such officer was duly authorised to sign such instrument
of proxy on behalf of the corporation without further evidence of the facts.
3. The instrument appointing a proxy and the power of attorney or other authority under which it is
signed, shall be delivered to the Company Secretary at Block E-01-2 Plaza Kelana Jaya, Jalan SS
7/13, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia not less than forty-eight (48) hours
before the time appointed for holding the meeting or adjourned meeting at which the person named
in the instrument proposed to vote or, in the case of a poll taken subsequently to the date of a
meeting or adjourned meeting, not less than twenty-four (24) hours before the time appointed for the
taking of the poll and, in default, the instrument shall not be treated as valid.
4. Mr. Cheong Chia Chieh, the executive director who retires pursuant to Article 95.1 of the Company’s
Articles of Association is eligible for re-election to the Board.
5. Mr. Nathaniel Grant David Sherick, the non-executive director who retires pursuant to Article 95.1 of
the Company’s Articles of Association is eligible for re-election to the Board.
6. Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, in order to be able to attend
and vote at the Annual General Meeting or any adjourned meeting (and also for the purpose of calculating
how many votes a person may cast), a person must have his/her name entered on the register of
members of the Company by 10.00 am (UK Time) on 16 July 2012 (or 5.00 pm on the date two days
before any adjourned meeting). Changes to entries on the register of members after this time shall be
disregarded in determining the rights of any person to attend or vote at the meeting.
9
REDHOT MEDIA INTERNATIONAL LIMITED
FORM OF PROXY
I/We: (full name) ___________________________________________________________________________ of (address)
______________________________________________________________________________________________________
being
a
member
of
REDHOT
MEDIA
INTERNATIONAL
LIMITED
hereby
appoint
________________________________________________________________ in respect of ____________________ shares
or, failing him, the Chairman of the meeting (note 3) as my/our proxy to attend, speak and vote for me/us and on my/our
behalf at the Fifth Annual General Meeting of the Company to be held on 18 July 2012 at 3.00 pm (Malaysia Time) or
8.00 am (UK Time) at the Company's offices, Block E-01-2 Plaza Kelana Jaya, Jalan SS 7/13, 47301 Petaling Jaya,
Selangor Darul Ehsan, Malaysia and at every adjournment thereof. I/We request such proxy to vote on the following
resolutions as indicated by tick () below:
Resolutions
For
1.
THAT the Company’s audited accounts and reports of the Directors and
Auditors thereof for the year ended 31 December 2011 be approved and
adopted.
2.
THAT Mr. Cheong Chia Chieh be re-elected as a director.
3.
THAT Mr. Nathaniel Grant David Sherick be re-elected as a director.
4.
THAT Messrs UHY Hacker Young LLP of Quadrant House, 17 Thomas More
Street, Thomas More Square, London E1W 1YW be reappointed as Auditors of
the Company and to hold office until the conclusion of the next annual general
meeting.
5.
THAT the Directors be authorised to fix the remuneration of the Auditors.
6.
General Mandate To Issue Ordinary Shares
(i) THAT the exercise by the Board during the Relevant Period of all the powers
to allot, issue and deal with additional Ordinary Shares in the Company and to
make or grant offers, agreements and options (including warrants, bonds
debentures, notes and other securities which carry rights to subscribe for or
are convertible into Ordinary Shares) which would or might require Ordinary
Shares to be allotted and issued during or after the Relevant Period be and is
hereby generally and unconditionally approved.
(ii) THAT the powers granted in paragraph (i) of this Resolution, shall authorise
the Board during the Relevant Period to make grant offers, agreements and
options (including warrants, bonds debentures, notes and other securities
which carry rights to subscribe for or are convertible into Ordinary Shares)
which would or might require Ordinary Shares to be allotted and issued after
the end of the Relevant Period.
(iii) THAT the aggregate number of additional Ordinary Shares issued pursuant
to this Resolution does not exceed twenty five per centum (25%) of the
aggregate nominal value of the issued and paid-up share capital of the
Company in issue at the date of the passing of this Resolution representing up
to a maximum of 9,319,635 Ordinary Shares in the Company and that the
said approval be limited accordingly.
10
Against
Withhold
7.
Proposed Bonus Issue I
THAT subject to and conditional upon the London Stock Exchange granting
and agreeing to grant the listing of, and permission to deal in a maximum
number of 3,727,854 Bonus Shares I of US$0.10 par value each and
compliance with the requirements (if any) of the Articles of the Company and
any applicable laws:
(a) upon the recommendation of the Board, the sum of US$372,785.40
standing to the credit of the share premium account of the Company as at 31
December 2011, to give effect to the issue of the Bonus Shares I pursuant to
this Resolution be capitalised and the Board be and are hereby authorised
and directed to apply such sum in paying up in full at par a maximum number
of 3,727,854 Bonus Shares I of US$0.10 par value each, and such Bonus
Shares I shall be issued, allotted and distributed, credited as fully paid-up
shares to and amongst all shareholders of the Company whose names appear
on the Record Date I (except for shareholders whose addresses as shown on
the register of members of the Company on Record Date I to be outside the
United Kingdom, to whom the Board after making enquiries, considers to be
necessary or expedient on account either of legal restrictions under the laws
of the relevant place or the requirements of the relevant body or stock
exchange in that place not to extend the Bonus Issue I), on the basis of one (1)
Bonus Share I for every ten (10) existing ordinary shares held;
(b) the Bonus Shares I to be issued and allotted pursuant to this Resolution
shall be subject to the memorandum and articles of the Company and shall
rank pari passu in all respects with the existing Ordinary Shares of the
Company in issue as at the date of allotment and issue of the Bonus Shares I,
including all future dividends and distributions which are declared, made or
paid after the date on which the Bonus Shares I are allotted and issued,
except that they will not rank for the bonus issue of shares mentioned in this
Resolution or dividends declared by the Company before the date of allotment
and issue of the Bonus Shares I;
(c) no fractional Bonus Shares I shall be allotted to members of the Company
and fractional entitlements (if any) shall be ignored and eliminated; and
(d) the Board be and are hereby authorised and directed to give full effect to
the Bonus Issue I with full powers to amend any conditions, modifications,
variations and/or amendments in any manner as may be required by the
London Stock Exchange and other relevant authorities and to do such acts as
they may consider necessary or expedient to give full effect to Bonus Issue I.
8.
Proposed Bonus Issue II
THAT subject to and conditional upon (i) the determination by the Board as to
the timing for the issue of the Bonus Shares II at a later date in its absolute
discretion ; (ii) the London Stock Exchange granting the listing of, and
permission to deal in a maximum number of 8,201,279 Bonus Shares II of
US$0.10 par value each; and (iii) compliance with the requirements (if any) of
the Articles of the Company and any applicable laws:
(a) upon the recommendation of the Board, the sum of US$820,127.90
standing to the credit of the share premium account of the Company as at 31
December 2011, to give effect to the issue of the Bonus Shares II pursuant to
this Resolution be capitalised and the Board be and are hereby authorised
and directed to apply such sum in paying up in full at par a maximum number
of 8,201,279 Bonus Shares II of US$0.10 par value each, and such Bonus
Shares II shall be issued, allotted and distributed, credited as fully paid-up
shares to and amongst all shareholders of the Company whose names appear
on Record Date II (except for shareholders whose addresses as shown on the
register of members of the Company on Record Date II to be outside the
United Kingdom, to whom the Board after making enquiries, considers to be
necessary or expedient on account either of legal restrictions under the laws
of the relevant place or the requirements of the relevant body or stock
exchange in that place not to extend the Bonus Issue II), on the basis of one
(1) Bonus Share II for every five (5) existing shares held;
11
(b) the Bonus Shares II to be issued and allotted pursuant to this Resolution
shall be subject to the memorandum and articles of the Company and shall
rank pari passu in all respects with the then existing Ordinary Shares of the
Company in issue as at the date of allotment and issue of the Bonus Shares II,
including all future dividends and distributions which are declared, made or
paid after the date on which the Bonus Shares II are allotted and issued,
except that they will not rank for the bonus issue of shares mentioned in this
Resolution or dividends declared by the Company before the date of allotment
and issue of the Bonus Shares II;
(c) no fractional Bonus Shares II shall be allotted to members of the Company
and fractional entitlements (if any) shall be ignored and eliminated; and
(d) the Board be and are hereby authorised and directed to give full effect to
the Bonus Issue II with full powers to amend any conditions, modifications,
variations and/or amendments in any manner as may be required by the
London Stock Exchange and other relevant authorities and to do such acts as
they may consider necessary or expedient to give full effect to Bonus Issue II.
9.
Proposed Change of Name
THAT the name of the Company be changed from “RedHot Media International
Ltd” to “Resource Holding Management Limited” (the “Name Change”).
THAT subject to the new name being entered in the Register of Companies by
the Registrar of Companies in the Cayman Islands, the memorandum of
association and articles of association of the Company be amended by
replacing all references to “RedHot Media International Ltd” with “Resource
Holding Management Limited” to reflect the Name Change and the amended
and restated memorandum of association and articles of association of the
Company in the form attached hereto be approved and adopted in substitution
for and to the exclusion of the existing memorandum of association and
articles of association of the Company
AND THAT the Directors of the Company be and are hereby authorised and
directed to carry out the necessary formalities in effecting the change of name
as may be required under Cayman Islands law or by the London Stock
Exchange or other relevant authorities.
Please tick () here if this proxy is one of multiple appointments being made. See note 4.
If by an individual
If for and on behalf of a corporation
Signed:
Signed by:
Dated:
For and on
Behalf of:
Position:
Date:
12
NOTES:
1.
Please indicate with a '' in the appropriate boxes how you wish the proxy to vote. The proxy will exercise his or her discretion
as to how he or she votes or whether she abstains from voting:
a.
b.
on any resolution referred to above if no instruction is given in respect of that resolution; and
on any business or resolution considered at the meeting other than the resolutions referred to above.
2.
The Withhold option is provided to enable you to abstain on any particular resolution. It should be noted that a vote withheld is
not a vote in law and will not be counted in the calculation of the proportion of the votes "For" and "Against" a resolution.
3.
If you wish to appoint someone other than the Chairman of the meeting as your proxy please insert their name. If you insert no
name then you will have appointed the Chairman of the meeting as your proxy. A proxy need not be a member of the Company.
4.
A member entitled to attend and vote at the Annual General Meeting may appoint one or more proxies (who need not be a
member of the Company) to attend and to speak and to vote on his or her behalf whether by show of hands or on a poll. A
member can appoint more than one proxy in relation to the meeting, provided that each proxy is appointed to exercise the rights
attaching to different shares held by him.
5.
To appoint more than one proxy you may photocopy this form. Please indicate the proxy holder’s name and the number of
shares in relation to which they are authorised to act as your proxy (which, in aggregate, should not exceed the number of
shares held by you). Please also indicate if the proxy instruction is one of multiple instructions being given. All forms must be
signed and should be returned together in the same envelope.
6.
To be valid, the instrument and the 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 received by the Company's registrar, Redhot Media International Limited, Corporate
Development Department (Proxy Department), Block E-01-3 Plaza Kelana Jaya, Jalan SS 7/13, 47301 Petaling Jaya, Selangor
Darul Ehsan, Malaysia or at such other place as is specified for that purpose in the Notice of AGM issued by the Company not
later than 48 hours before the time appointed for holding the meeting or adjourned meeting at which the person named in the
instrument proposes to vote or, in the case of a poll, before the time appointed for taking the poll and, in default, the instrument
shall not be treated as valid.
7.
Where the member is a corporation this form must be under its common seal, executed as a deed or signed by an attorney or
duly authorised officer of the corporation.
8.
In the case of joint holders only one need sign this form, but the names of the other joint holders should be shown in the space
provided. The vote of the senior holder who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of
the votes of the other joint holders. Seniority will be determined by the order in which the names of the holders appear in the
register of members in respect of the joint holding.
9.
Completion of this form will not prevent you from subsequently attending and voting at the meeting in person, in which case any
votes cast by the proxy will be excluded.
13