TAIPEI, Taiwan, May 25, 2018 /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 19th annual general meeting of the shareholders of GigaMedia Limited (the
"Company") will be held on June 22, 2018 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 Statement by the Directors, Auditor's Report and
Audited Financial Statements of the Company for the financial year ended December 31, 2017 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 ("S hares")
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 Nineteenth Annual General Meeting in person.
Whether or not you plan to be at the Nineteenth 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 Nineteenth Annual General Meeting, that is by no later than 11 p.m. June
19, 2018 (New York time), or 11 a.m. June 20, 2018 (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
20, 2018 are entitled to notice of and to vote at the Nineteenth Annual General Meeting, or any adjournment or
postponement of the Nineteenth 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 22, 2018 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 20, 2018. 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, 2017. Along with the Audited Financial Statements, the Company seeks Shareholders' adoption of the
Report of the Directors, 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 Nineteenth 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, 2018.
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 Nineteenth 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 Nineteenth 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 Nineteenth 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