TAIPEI, Taiwan, May 25, 2019 /PRNewswire/ --
GigaMedia Limited
Incorporated in the
Republic of Singapore
Registration No.: 199905474H
REGISTERED OFFICE
80 Robinson Road,
#02-00
Singapore
068898
NOTICE IS HEREBY GIVEN that the 20th annual general
meeting of the shareholders of GigaMedia Limited (the
"Company") will be held on June
28, 2019 at 11 a.m. local time
at Flat C, 7/F, Lucky Horse Industrial Building, 64 Tong Mi Road,
Mongkok, Kowloon, Hong Kong,
for the following purposes:
AS ORDINARY AND SPECIAL BUSINESS
ORDINARY RESOLUTIONS:
To consider and, if thought fit, to pass, with or without
modification, the following resolutions which will be proposed as
Ordinary Resolutions:
1. Adoption of audited financial
statements
RESOLVED
that the Statement by the Directors, Auditor's Report and Audited
Financial Statements of the Company for the financial year ended
December 31, 2018 are received and
adopted.
(Resolution 1)
2. Approval of appointment of
auditors
RESOLVED
that Deloitte & Touche and Deloitte & Touche LLP be and are
hereby appointed as the independent external auditors of the
Company until the next Annual General Meeting and that the
Directors be and are hereby authorized to fix their
remuneration.
(Resolution 2)
3. Approval of Directors'
remuneration
RESOLVED
that the remuneration of the Directors is hereby approved in an
aggregate amount not exceeding US$350,000 in respect of their professional
services to the Company until the conclusion of the next Annual
General Meeting of the Company.
(Resolution 3)
4. Approval for authority to allot and
issue shares
RESOLVED
that pursuant to Section 161 of the Companies Act, Chapter 50 of
Singapore ("Companies
Act"), authority be and is hereby given to the Directors of the
Company to:
(1)
(a)
issue ordinary shares in the Company ("Shares")
whether by way of rights, bonus or otherwise; and/or
(b)
make or grant offers, agreements or options (collectively,
"Instruments") that might or would require Shares to be
issued, including but not limited to the creation and issue of (as
well as adjustments to) options, warrants, debentures or other
instruments convertible into Shares,
at
any time and upon such terms and conditions and for such purposes
and to such persons as the Directors may in their absolute
discretion deem fit; and
(2)
notwithstanding that the authority conferred by this Resolution may
have ceased to be in force, issue Shares pursuant to any Instrument
made or granted by the Directors while this Resolution was in
force; and
(3)
unless varied or revoked by the Company in general meeting, such
authority conferred on the Directors of the Company shall continue
in force:
(i)
until the conclusion of the next Annual General Meeting of the
Company or the date by which the next Annual General Meeting of the
Company is required by law to be held whichever is earlier; or
(ii)
in the case of Shares to be issued in pursuance of the Instruments,
made or granted pursuant to this Resolution, until the issuance of
such Shares in accordance with the terms of the Instruments.
(Resolution 4)
5. Approval for share purchase mandate
RESOLVED
that:
(1) for
the purposes of Sections 76C and 76E of the Companies Act, the
exercise by the Directors of the Company of all the powers of the
Company to purchase or otherwise acquire issued Shares not
exceeding in aggregate the Maximum Limit (as hereafter defined), at
such price or prices as may be determined by the Directors from
time to time up to the Maximum Price (as hereafter defined), by way
of market purchase(s) on The Nasdaq Stock Market ("Nasdaq")
or off-market purchase(s) on an equal access scheme(s) as may be
determined by the Directors as they see fit, which scheme(s) shall
satisfy all the conditions of the Companies Act, and otherwise in
accordance with all other laws and regulations and rules of Nasdaq
as may for the time being be applicable, be and is hereby
authorized and approved generally and unconditionally (the
"Share Purchase Mandate");
(2)
unless varied or revoked by the Company in a general meeting, the
authority conferred on the Directors of the Company pursuant to the
Share Purchase Mandate may be exercised by the Directors at any
time and from time to time during the period commencing from the
date of the passing of this Resolution and expiring on the earlier
of:
(a)
the date on
which the next Annual General Meeting of the Company is held;
and
(b)
the date by
which the next Annual General Meeting of the Company is required by
law to be held;
(3)
in this Resolution:
"Average
Closing Price" means the average of the last dealt prices of a
Share for the five consecutive trading days on which the Shares are
transacted on Nasdaq immediately preceding the date of market
purchase by the Company or the date of making the offer pursuant to
an equal access scheme and deemed to be adjusted in accordance with
the listing rules of Nasdaq for any corporate action which occurs
after the relevant five day period;
"Maximum
Limit" means that number of issued Shares representing 10% of
the total number of issued Shares as at the date of the passing of
this Resolution (excluding any Shares which are held as treasury
shares as at that date); and
"Maximum
Price", in relation to a Share to be purchased or acquired
pursuant to the Share Purchase Mandate, means the purchase price
(excluding brokerage, commission, applicable goods and services tax
and other related expenses) which shall not exceed 105% of the
Average Closing Price of the Shares; and
(4)
the Directors of the Company and/or any of them be and are hereby
authorized to complete and do all such acts and things (including
executing such documents as may be required) as they and/or he may
consider expedient or necessary to give effect to the transactions
contemplated and/or authorized by this Resolution.
(Resolution 5)
6. To transact any other business as may
properly be transacted at an Annual General Meeting of the
Company.
NOTES:
1. Shareholders are cordially invited to
attend the Twentieth Annual General Meeting in person.
Whether or not you plan to be at the Twentieth Annual General
Meeting, you are urged to return your proxy. A shareholder
entitled to attend and vote is entitled to appoint one or more
proxies to attend and to vote instead of him.
2. Shareholders wishing to vote by proxy
should complete the attached form.
3. The proxy form of an individual
shareholder shall be signed either by the shareholder personally or
by his attorney. The proxy form of a corporate shareholder shall be
given either under its common seal or signed on its behalf by an
attorney or a duly authorized officer of the corporate
shareholder.
4. A proxy need not be a shareholder of
the Company.
5. The proxy form (and if relevant, the
original power of attorney, or other authority under which it is
signed or a notarially certified copy of such power or authority)
must be deposited at Vote Processing, c/o Broadridge, 51 Mercedes
Way, Edgewood, NY 11717, or the
office of the Company, 8F, No. 22, Lane 407, Section 2, Tiding
Boulevard, Taipei 114, Taiwan
R.O.C., not less than 48 hours before the time for holding the
Twentieth Annual General Meeting, that is by no later than
11 p.m. June
25, 2019 (New York time),
or 11 a.m. June 26, 2019 (Taipei time), failing which the proxy shall
not be treated as valid.
6. Electronic Delivery of Future Proxy
Materials. Shareholders can consent to receiving all future
proxy statements, proxy card and annual reports electronically via
e-mail or the internet. To sign up for electronic delivery, please
follow the instructions below relating to "Electronic Delivery of
Future Proxy Materials" and, when prompted, indicate that you agree
to receive or access proxy materials electronically in future
years.
7. Only shareholders of
record at the close of business on April 26,
2019 are entitled to notice of and to vote at the Twentieth
Annual General Meeting, or any adjournment or postponement of the
Twentieth Annual General Meeting.
8. The Company intends to use internal
sources of funds or external borrowings or a combination of both to
finance the Company's purchase or acquisition of the Shares
pursuant to the Share Purchase Mandate. The Directors do not
propose to exercise the Share Purchase Mandate to such extent that
it would materially and adversely affect the financial position of
the Company and its subsidiaries. The amount of financing
required for the Company to purchase or acquire its Shares, and the
impact on the Company's financial position, cannot be ascertained
as at the date of this Notice as this will depend on the number of
Shares purchased or acquired, the price at which such Shares were
purchased or acquired and whether the Shares purchased or acquired
would be held in treasury or cancelled.
BY ORDER OF THE BOARD
/s/ Cheng-Ming Huang
………………………………………..
Cheng-Ming Huang (aka James Huang)
Chairman of the Board and Chief Executive Officer
TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
PROXY STATEMENT
Questions and Answers about the Annual Meeting and Voting
Proposal
1
Proposal
2
Proposal 3
Proposal 4
Proposal
5
Other Matters
Proxy
Solicitation
GigaMedia Limited
Incorporated in the
Republic of Singapore
Registration No.: 199905474H
REGISTERED OFFICE
80 Robinson Road,
#02-00
Singapore
068898
-----------------------------------------------------
PROXY STATEMENT
-----------------------------------------------------
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND
VOTING
Why Did I Receive This Proxy Statement?
We
sent you this proxy statement and the enclosed proxy card because
the Company's Board of Directors is soliciting your proxy to be
used at the Company's annual meeting of shareholders on
June 28, 2019 at Flat C, 7/F,
Lucky Horse Industrial Building, 64 Tong Mi Road, Mongkok,
Kowloon, Hong Kong, or at any
adjournment or postponement of the meeting.
Who Can Vote?
You
are entitled to vote if you owned the Shares on the record date
("Record Date"), which is the close of business on
April 26, 2019. Each Share that
you own entitles you to one vote.
How Many Shares of Voting Stock Are Outstanding?
On
the Record Date, there were 11,052,235 Shares outstanding.
The Shares are our only class of voting stock.
What May I Vote On?
1. Adoption of Audited Financial Statements
2. Approval of Appointment of Auditors
3. Approval of Directors' Remuneration
4. Approval for Authority to Allot and Issue Shares
5. Approval for Share Purchase Mandate
Other Business
How Do I Vote?
To
vote by proxy, you should complete, sign and date the enclosed
proxy card and return it promptly in the prepaid envelope
provided.
Electronic Delivery of Future Proxy Materials
If
you would like to reduce the costs incurred by our company in
mailing proxy materials, you can consent to receiving all future
proxy statements, proxy cards and annual reports electronically via
e-mail or the internet. To sign up for electronic delivery, please
go to www.proxyvote.com to indicate that you agree to receive
or access proxy materials electronically in future years.
May I Revoke My Proxy?
Your
proxy may be revoked prior to its exercise by appropriate notice to
the undersigned.
If I Plan To Attend The Meeting, Should I Still Vote By
Proxy?
Whether
you plan to attend the meeting or not, we urge you to vote by
proxy. Returning the proxy card will not affect your right to
attend the meeting, and your proxy will not be used if you are
personally present at the meeting and inform the Secretary in
writing prior to the voting that you wish to vote your Shares in
person.
How Will My Proxy Get Voted?
If
you properly fill in your proxy card and send it to us, your proxy
holder (the individual named on your proxy card) will vote your
Shares as you have directed. If you sign the proxy card but
do not make specific choices, the proxy holder will vote your
Shares as recommended by the Board of Directors and the Company's
management.
How Will Voting On Any Other Business Be Conducted?
Although
we do not know of any business to be considered at the meeting
other than the proposals described in this proxy statement, if any
other business is presented at the meeting, your returned proxy
gives authority to the proxy holder to vote on these matters in his
discretion.
Proposal
1.
ADOPTION OF AUDITED FINANCIAL STATEMENTS
The
Company seeks shareholders' adoption of the audited financial
statements of the Company (the "Audited Financial
Statements"), which have been prepared under Financial
Reporting Standards in Singapore
("FRSs") , in respect of the financial year ended December 31, 2018. Along with the Audited
Financial Statements, the Company seeks Shareholders' adoption of
the Statement by the Directors and Auditor's Report of the
Company in respect of the same financial year.
Adoption
of this proposal requires the affirmative vote of a majority of the
votes cast by shareholders entitled to vote at the Twentieth Annual
General Meeting of the Company ("AGM").
The
Board of Directors of the Company (the "Board of Directors")
recommends a vote FOR this proposal.
Proposal
2.
APPROVAL OF APPOINTMENT OF AUDITORS
The
Company seeks Shareholders' approval for the appointment of
Deloitte & Touche and Deloitte & Touche LLP as the
independent external auditors of the Company to hold such office
until the conclusion of the next Annual General Meeting of the
Company. The Board of Directors also seeks shareholders' approval
to authorize the Board of Directors to fix the remuneration for
Deloitte & Touche and Deloitte & Touche LLP in respect of
their service to the Company for the financial year ended
December 31, 2019.
Adoption
of this proposal requires the affirmative vote of a majority of the
votes cast by shareholders entitled to vote at the AGM.
The
Board of Directors recommends a vote FOR this proposal.
Proposal
3.
APPROVAL OF DIRECTORS' REMUNERATION
The
Company seeks shareholders' approval on the remuneration of
Directors in an aggregated amount not exceeding US$350,000 in respect of their professional
services to the Company until the conclusion of the next Annual
General Meeting of the Company.
Adoption
of this proposal requires the affirmative vote of a majority of the
votes cast by shareholders entitled to vote at the AGM.
The
Company's management recommends a vote FOR this proposal.
Proposal
4.
APPROVAL FOR AUTHORITY TO ALLOT AND ISSUE SHARES
The
Company is incorporated in Singapore. Under the Companies Act, Chapter 50
of Singapore (the "Companies
Act"), the Directors may exercise any power of the Company to
issue new Shares only with the prior approval of the shareholders
of the Company at a general meeting. Such approval, if granted, is
effective from the date of the general meeting at which the
approval was given until the date on which the next Annual General
Meeting of the Company is held or is required by law to be held,
whichever is earlier.
Shareholders'
approval is sought to give Directors authority to allot and issue
new Shares and other instruments convertible into Shares during the
period from the Twentieth Annual General Meeting to the earlier of
the next Annual General Meeting or the date by which the next
Annual General Meeting of the Company is required by law to be
held.
Adoption
of this proposal requires the affirmative vote of a majority of the
votes cast by shareholders entitled to vote at the AGM.
The
Board of Directors recommends a vote FOR this proposal.
Proposal
5.
APPROVAL FOR SHARE PURCHASE MANDATE
The
approval of the Share Purchase Mandate authorizing the Company to
purchase or acquire its Shares would give the Company the
flexibility to undertake share purchases or acquisitions at any
time, subject to market conditions, during the period when the
Share Purchase Mandate is in force.
In
managing the business of the Company and its subsidiaries (the
"Group"), the Company's management strives to increase
shareholders' value by improving, inter alia, the return on
equity of the Group. A share purchase by the Company is one of the
ways through which the return on equity of the Group may be
enhanced.
A
Share purchase is also an available option for the Company to
return surplus cash which is in excess of the financial and
possible investment needs of the Group to its shareholders. In
addition, the Share Purchase Mandate will allow the
Company to have greater flexibility over, inter alia, the
Company's share capital structure and its dividend
policy.
The
Company intends to use internal sources of funds or external
borrowings or a combination of both to finance the Company's
purchase or acquisition of the Shares pursuant to the Share
Purchase Mandate. The Directors do not propose to exercise
the Share Purchase Mandate to such extent that it would materially
and adversely affect the financial position of the Group.
Share
repurchase programmes may also help buffer short-term share price
volatility and off-set the effects of short-term speculators and
investors and, in turn, bolster shareholder confidence and employee
morale.
Adoption
of this proposal requires the affirmative vote of a majority of the
votes cast by shareholders entitled to vote at the AGM.
The
Board of Directors recommends a vote FOR this proposal.
OTHER MATTERS
As
of the date of this Proxy Statement, the Company does not intend to
present and has not been informed that any other person intends to
present any business not specified in this Proxy Statement for
action at the Twentieth Annual General Meeting.
Shareholders
are urged to sign the enclosed proxy form and to return it promptly
in the enclosed envelope. Proxies will be voted in accordance with
shareholders' directions. Signing the proxy form does not affect a
shareholder's right to vote at the Twentieth Annual General
Meeting, and the proxy may be revoked prior to its exercise by
appropriate notice to the undersigned.
PROXY SOLICITATION
The
Company will pay the cost of preparing and mailing this proxy
statement and form of proxy to its shareholders. The Company has
retained Mackenzie Partners, Inc. to request banks and brokers to
forward copies of these materials to persons for whom they hold
Shares and to request authority for execution of the proxies.
GIGAMEDIA LIMITED
/s/ Cheng-Ming Huang
………………………………………..
Cheng-Ming Huang (aka James Huang)
Chairman of the Board and Chief Executive Officer
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SOURCE GigaMedia Limited