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, 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 registered number CT-189079)
Notice of General Meeting
Proposed Authority to Issue Shares for Cash
This document should be read in conjunction with the accompanying form of proxy.
Notice of a 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 on 10 November 2010 is set out at the end of this document. If you are unable to attend and
vote at the 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 notarially 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 4.00pm on 7 November 2010. Please refer to the detailed notes contained in the Notice of
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 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 registered number CT-189079)
Directors:
Registered Office:
Datuk Oh Chong Peng (Non-Executive Chairman)
Cheong Chia Chieh (Group Managing Director)
Hor Chee Hong (Executive Director)
Liew Peng Chuen (Non-Executive Director)
David Sherick (Non-Executive Director)
Cricket Square
Hutchins Drive
P.O. Box 2681
Grand Cayman KY-1111
Cayman Islands
25 October 2010
Dear Shareholder,
Notice of General Meeting
Proposed Authority to Issue Shares for Cash
1. Introduction
This document is being sent to you in connection with a 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 10 November 2010 at 4.00 pm
(Malaysian time) / 9.00 am (UK time) (“General Meeting”), notice of which is set out on page 4
of this document, seeking approval of shareholders of the Company of the proposed grant to the
Directors of authority to issue further ordinary shares of US$0.10 each in the Company
(“Ordinary Shares”) for cash, otherwise than pro rata to existing shareholders.
The purpose of this document is to explain why the Directors believe that obtaining such authority
is in the best interests of the Company and its shareholders as a whole and to seek your approval
of the resolution seeking such authority (the “Resolution”).
2. Proposed Directors’ Authority to Issue Ordinary Shares for Cash
At the Annual General Meeting of the Company held on 10 August 2010, the Company did not
seek shareholder approval to put in place authorities under the articles of association and the
Companies Law of the Cayman Islands to allot new Ordinary Shares for cash.
However in order to give the Company the optimum financial flexibility to take advantage of
opportunities that may arise, in particular potential acquisition opportunities, the Company is
seeking shareholder approval to increase the number of shares that it is able to issue for cash
otherwise than pro rata to existing shareholders.
Accordingly, notice is being given of a General Meeting to be held on 10 November 2010 and at
which the Resolution will be proposed as an ordinary resolution to authorise the Directors to allot
Ordinary Shares for cash or otherwise than cash at any time and upon such terms and conditions
and for such purposes as the Directors may, in their absolute discretion, deem fit.
3. Notice of General Meeting
A notice convening the General Meeting, which is to be held at the offices of the Company at Block
E-01-3 Plaza Kelana Jaya, Jalan SS 7/13, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia on
10 November 2010 at 4.00 pm (Malaysian time) / 9.00 am (UK time), is set out at the end of this
document. At the General Meeting, the following Resolution will be proposed:
2
1. Resolution 1 is an ordinary resolution to approve:
(i) the grant of authorisation to the Directors under the Articles of Association of the
Company and the approvals of the relevant governmental/regulatory authorities, to
issue shares in the Company, at any time and upon such terms and conditions and
for such purposes as the Directors may, in their absolute discretion, deem fit,
provided that the aggregate number of shares issued pursuant to this Resolution in
any one financial year does not exceed twenty five per centum (25%) of the issued
and paid-up share capital of the Company for the time being AND THAT the Directors
be and are also empowered to obtain the approval for the listing and quotation for the
additional shares so issued on the London Stock Exchange AND THAT such authority
shall commence immediately upon passing of this Resolution and continue to be in
force until the conclusion of the next Annual General Meeting of the Company.
4. Action to be taken
A form of proxy is enclosed for your use at the General Meeting. Whether or not you intend to be
present at the 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 4.00 pm
(Malaysian time) / 9.00 am (UK time) on 8 November 2010 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 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 General Meeting and form of proxy contained
thereon.
5. Recommendation
The Directors consider that the Resolution is in the best interests of the Company and its
shareholders as a whole and unanimously recommend that shareholders vote in favour of the
Resolution as they intend to do in respect of their own direct and indirect beneficial shareholdings
of, in aggregate, 9,631,848 shares Ordinary Shares (representing 26.56% of the current issued
ordinary share capital of the Company). The details of which are set out below:
Number of Ordinary
Shares
Name
Datuk Oh Chong Peng
Cheong Chia Chieh
Hor Chee Hong
2
3
1
Percentage of total number of
issued Ordinary Shares
Nil
Nil
8,314,368
22.90
1,317,480
3.64
Liew Peng Chuen
Nil
Nil
David Sherick
Nil
Nil
Notes
1
Datuk Oh Chong Peng’s interests as defined in the Articles (but not for the purpose of the AIM Rules) as at the date of this Circular are
125,448 odinary shares (0.35% of the issued share capital), comprising 125,448 Ordinary Shares held by his daughter Oh Jean-Yin.
2
Cheong Chia Chieh’s interests as defined in the Articles (but not for the purpose of the AIM Rules) as at the date of this Circular is
9,395,320 (25.90% of the issued share capital) Ordinary Shares, comprising 8,314,368 Ordinary Shares held by Cheong Chia Chieh
and 1,080,952 Ordinary Shares held by Red Capital Group Limited, a company which is controlled by his mother and of which she is a
director.
3
Included within the interests of Hor Chee Hong as at the date of this Circular are his interests in 595,668 Ordinary Shares held by
Multirich Inc., a company in which his wife is a 50% shareholder.
Yours faithfully
Datuk Oh Chong Peng
Non-Executive Chairman
3
REDHOT MEDIA INTERNATIONAL LIMITED
Notice of General Meeting
Notice is hereby given that a General Meeting of REDHOT MEDIA INTERNATIONAL LIMITED (“the Company”)
will be held at the Company’s Meeting Room at Block E-01-3 Plaza Kelana Jaya, Jalan SS 7/13, 47301
Petaling Jaya, Selangor Darul Ehsan, Malaysia on 10 November 2010 at 4.00 pm (Malaysian time) / 9.00
am (UK time) for the purpose of considering, if thought fit, adopting the following resolution, at the
meeting, or at any adjournment thereof:
Ordinary Business
1.
AUTHORITY TO ISSUE SHARES
Resolution 1
That pursuant to the Articles of Association of the Company and the
approvals of the relevant governmental/regulatory authorities, the
Directors be and are hereby empowered to issue shares in the
Company, at any time and upon such terms and conditions and for such
purposes as the Directors may, in their absolute discretion, deem fit,
PROVIDED THAT the aggregate number of shares issued pursuant to
this Resolution in any one financial year does not exceed twenty five per
centum (25%) of the issued and paid-up share capital of the Company
for the time being AND THAT the Directors be and are also empowered
to obtain the approval for the listing and quotation for the additional
shares so issued on the London Stock Exchange AND THAT such
authority shall commence immediately upon passing of this Resolution
and continue to be in force until the conclusion of the next Annual
General Meeting of the Company.
By Order of the Board
ENG LEE HOOI
Company Secretary
Dated:
Note:
1.
Any Member entitled to attend and vote at a meeting o 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 authorized in writing or, if the appointor is a
corporation, either under its seal or under the hand of an officer, attorney or other person authorized 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
authorized 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 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 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.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, in order to be able to attend and vote at the EGM 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 4.00 pm
(Malaysian Time) or 9.00am (UK Time) on 8 November 2010 (or 4.00 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.
4
REDHOT MEDIA INTERNATIONAL LIMITED
FORM OF PROXY
I/We: (full name) _________________________________________________________________________________________of (address)
___________________________________________________________________________________________
REDHOT MEDIA INTERNATIONAL LIMITED
being
a
member
of
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 Extraordinary General Meeting of the Company to be held on 10 November
2010 at 4.00 pm (Malaysian Time) or 9.00 am (UK Time) at the Company's Meeting Room, Block E-01-3 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 resolution as indicated below:
Resolution
1.
For
Against Withhold
AUTHORITY TO ISSUE SHARES
That pursuant to the Articles of Association of the Company and the approvals of the relevant
governmental/regulatory authorities, the Directors be and are hereby empowered to issue shares
in the Company, at any time and upon such terms and conditions and for such purposes as the
Directors may, in their absolute discretion, deem fit, PROVIDED THAT the aggregate number of
shares issued pursuant to this Resolution in any one financial year does not exceed twenty five
per centum (25%) of the issued and paid-up share capital of the Company for the time being AND
THAT the Directors be and are also empowered to obtain the approval for the listing and
quotation for the additional shares so issued on the London Stock Exchange AND THAT such
authority shall commence immediately upon passing of this Resolution and continue to be in
force until the conclusion of the next Annual General Meeting of the Company.
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:
NOTES:
1.
Please indicate with an 'X' in the appropriate boxes how you wish the proxy to vote. The proxy will exercise his/he discretion as to how he/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 EGM 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. 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.
5.
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 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 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.
6.
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.
7.
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.
5
8.
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.
6
Fold this flap for sealing
----------------------------------------------------------------------------------------------------------------------------------------------------------------------
Then fold here
----------------------------------------------------------------------------------------------------------------------------------------------------------------------
Affix
Stamp
REDHOT MEDIA INTERNATIONAL LTD
Corporate Development Department
Block E-01-2 Plaza Kelana Jaya
Jalan SS 7/13, 47301 Petaling Jaya
Selangor Darul Ehsan
Malaysia
First fold here
--------------------------------------------------------------------------------------------------------------------------------------------------------------------
7