Results

DreamEast Group Limited

11/08/2018 | Press release | Distributed by Public on 11/08/2018 02:34

Circulars - (1) Proposed Adoption of Share Option Scheme and (2) Notic...

THIS CIRCULAR IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION

If you are in any doubt as to any aspect of this circular or as to the action to be taken, you should consult a licensed securities dealer, bank manager, solicitor, professional accountant or other professional adviser.

If you have sold or transferred all your shares in DreamEast Group Limited, you should at once hand this circular to the purchaser or the transferee or to the bank, licensed securities dealer or other agent through whom the sale or transfer was effected for transmission to the purchaser or transferee.

Hong Kong Exchanges and Clearing Limited and The Stock Exchange of Hong Kong Limited take no responsibility for the contents of this circular, 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 circular.

DREAMEAST GROUP LIMITED ྫྷ؇˙ණྠϞࠢʮ̡

(Incorporated in Bermuda with limited liability and carrying on business in Hong Kong as "DreamEast Cultural Entertainment")

(Stock Code: 593)

(1) PROPOSED ADOPTION OF SHARE OPTION SCHEME

AND

(2) NOTICE OF SPECIAL GENERAL MEETING

A notice convening the special general meeting of DreamEast Group Limited to be held at 10th Floor, COFCO Tower, No. 262 Gloucester Road, Causeway Bay, Hong Kong on Thursday, 29 November 2018 at 10:00 a.m. is set out on pages 27 to 29 of this circular. A form of proxy for use at the special general meeting is also enclosed.

Whether or not you are able to attend the special general meeting, you are requested to complete the enclosed form of proxy in accordance with the instructions printed thereon and return it to the office of the branch share registrar and transfer office of the Company in Hong Kong, Tricor Tengis Limited, at Level 22, Hopewell Centre, 183 Queen's Road East, Hong Kong as soon as possible but in any event not less than 48 hours (i.e. Tuesday, 27 November 2018 at 10:00 a.m.) before the time appointed for holding the special general meeting or any adjournment thereof. Completion and return of the form of proxy will not preclude you from attending and voting at the special general meeting or any adjournment thereof in person should you so wish.

8 November 2018

CONTENTS

Page

DEFINITIONS ........................................................... 1

LETTER FROM THE BOARD .............................................. 5

APPENDIX I

-

SUMMARY OF THE PRINCIPAL TERMS OF

THE SHARE OPTION SCHEME ........................ 11

NOTICE OF SGM ........................................................ 27

In this circular, unless the context requires otherwise, the following expressions shall have the following meanings.

"Adoption Date"

the date on which the Share Option Scheme is to be

adopted, conditionally or unconditionally, by the resolution

of the Shareholders at the SGM;

"associate(s)"

has the meaning ascribed to it under the Listing Rules;

"Board"

the board of Directors;

"Business Day"

a day on which the Stock Exchange is open for the business

of dealing in securities;

"Bye-laws"

bye-laws of the Company;

"Company"

DreamEast Group Limited, a company incorporated in

Bermuda with limited liability, the ordinary shares of which

are listed on the Main Board of the Stock Exchange with

Stock Code 593;

"connected person(s)"

has the meaning ascribed to it under the Listing Rules;

"Director(s)"

the director(s) of the Company;

"Eligible Participant(s)"

the persons to whom the Board may extend an offer to

take up Share Option(s) pursuant to the terms of the Share

Option Scheme including:

  • (a) executive Directors, independent non-executive Directors and senior executives of the Company who are responsible for the decision-making, operation and management of the Company as determined by the Board; and

  • (b) any other groups or classes of participants who have contributed or may contribute to the development of the Group including but not limited to the Qualified

    Persons;

"Grant Date"

being a Business Day on which the Board approves the grant of Share Options to the Grantee(s) pursuant to the terms of the Share Option Scheme;

"Grantee(s)"

person(s) to whom Share Option(s) are granted under the Share Option Scheme;

"Group"

the Company and its subsidiaries;

"HK$"

Hong Kong dollar, the lawful currency of Hong Kong;

"Hong Kong "

Hong Kong Special Administrative Special Region of the People's Republic of China;

"Latest Practicable Date"

2 November 2018, being the latest practicable date prior to the printing of this circular for ascertaining certain information contained in this circular;

"Listing Rules"

the Rules Governing the Listing of Securities on the Stock Exchange;

"Personal Representative(s)"

the person or persons who, by virtue of the laws of succession applicable in respect of the death of a Grantee (being an individual), is or are entitled to exercise the Share Option granted to such Grantee (to the extent not already exercised);

"Qualified Persons"

any advisors, consultants, distributors, contractors, suppliers, agents, customers, business partners, joint venture business partners, promoters, or service providers of any member of the Group who the Board considers, in its sole discretion, have contributed or will contribute to the development of the Group; and a list of such persons will be maintained and updated by the Board from time to time;

"Scheme Period"

the period of ten (10) years commencing from the Adoption Date;

"SGM"

the special general meeting of the Company to be held at 10th Floor, COFCO Tower, No. 262 Gloucester Road, Causeway Bay, Hong Kong on Thursday, 29 November 2018 at 10:00 a.m., notice of which is set out in this circular;

"Share(s)"

the ordinary share(s) of HK$0.10 each in the issued share capital of the Company or, if there has been any subsequent sub-division, reduction, consolidation, reclassification or reconstruction of the share capital of the Company, the shares in the ordinary share capital of the Company resulting from any such sub-division, reduction, consolidation, reclassification or reconstruction from time to time;

"Share Option(s)"

option(s) to subscribe for Shares that may be granted under the Share Option Scheme from time to time;

"Share Option Scheme" or

"Scheme"

the share option scheme proposed to be adopted by the Company at the SGM;

"Share Option Period"

a period, during which Share Option(s) granted under the Scheme remain valid and which will be determined and notified by the Board to the Grantee thereof, provided that it may not expire later than ten (10) years from the Grant Date; in the absence of such determination by the Board, such period will commence from the Grant Date up to the earlier of (1) the date on which such Share Option(s) lapses under the provisions of the Scheme, and (2) ten (10) years from the Grant Date of the Share Option(s);

"Shareholder(s)"

holder(s) of the Shares;